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THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Talent") and Company Name ("Customer").

Terms and Agreements

In consideration of the mutual covenants set forth in this Agreement, Customer and Talent hereby agree as follows:

Description of the Work Product ("Specifications"). Talent agrees to develop the Work Product according to the terms listed on Exhibit B attached hereto.

Responsibility for Original Material

Materials provided to Talent for use in fulfilling the Work Product ("the Materials") may include, but are not limited to: Animations, Source or Compiled Code, Demos, Pictures, Film, Slides, 8-mm and 16-mm Film, Videotapes, Audio, Artwork, Motion Graphics, 3D Animation, Digital Media or other source materials required for inclusion in the Work Product. Talent is not responsible for lost or damaged materials and any compensation due Customer shall extend only to the cost of replacing the Materials in their raw or stock format. Services provided to Customer under this Agreement may include the use of subcontractors and third-party services. Customer agrees to indemnify and hold Talent harmless from any and all claims for any loss, damage or delay to the Materials or Work Product while in transit or in the possession of third-party services or subcontractors and agrees that damages shall be limited to replacement or replacement cost of the raw original material and media provided to Talent.

Delivery of Work Product

Talent will use all reasonable efforts in the development of the Work Product and endeavor to complete and deliver to Customer the completed Work Product no later than Delivery Date by an approved party, provided that payment and all requested materials and instructions have been received by Talent from Customer. Any delay in the completion of the Work Product due to actions or negligence of Customer, transportation delays, illness, or circumstances outside the control of Talent shall alter the delivery date. Talent will make reasonable effort to notify Customer of any delays to the estimated delivery date as soon as possible.

1 Proofing

Audio proofs will be presented for Customer approval at each stage of development. If revisions are required, a request must be made when proofs are returned to Talent. Reasonable edits, re-cuts or re-recordings based upon Customer's feedback will constitute acceptable delivery unless otherwise agreed upon in writing by both Talent and Customer.

The total number of audio proofs provided to Customer shall number Insert Number of Audio Proofs Count unless otherwise determined in the Specifications. Audio proofs may be provided to Customer in formats that differ from the final output as outlined in the Specifications. Customer acknowledges that quality, bitrate, media type or any other element presented in the proof to Customer may change upon final delivery and shall not constitute a breach or material deviation from the Specifications.

2 Additional Editing and Changes

Any requested changes to the Specifications shall constitute additional editing and incur additional charges or fees. Additional charges for production, recording, post-production, editing and changes shall be billed at Hourly Rate per hour. All additional changes must be submitted and approved by both parties in writing by approved Contract Change form.

3 Back-ups and Copies of Work Product Files

Talent shall not be responsible for maintaining any copies of Work Product source files, masters, materials or other media created by Talent for Customer under this Agreement after any such materials have been turned over to Customer. It is Customer's sole responsibility to create back-up copies of any Work Product files received in order to preserve the integrity of their Work Product files and protect against unforeseen loss.

4 Reproduction of Work Product

Upon successful completion of all compensation terms and outstanding balances owed to Talent, Customer is granted full and unlimited reproduction rights to the Work Product. Customer is granted a one-time, limited use reproduction right for the Work Product in exchange for the compensation paid to Talent. Work Product shall not be reproduced in any format without the written consent of Talent. Talent retains the right to reproduce the Work Product in any form for marketing, future publications, competitions or other promotional uses.

Talent shall at no time reproduce the Work Product for use in commercial means or for-profit use. Talent may NOT reproduce or disclose any information concerning the Work Product at any time. Talent may not reproduce Work Product or disclose information concerning the Work Product until such time that the Work Product and information is made available to the public.

Ownership of Masters, Media and Source Files

Except for Customer's Proprietary Material contained in the Work Product, Talent shall hold all right, title, and interest in all original recordings, audio, video, artwork, whether in draft, mock-up, concept or final development for the Work Product. Any unauthorized copying is strictly prohibited. All recording equipment, supplies, cameras, edited or master media or any original media produced during the execution of this Agreement shall remain the exclusive property of Talent.

Compensation

In return for the Work Products that are completed and delivered under this Agreement and Exhibit B, Customer shall compensate Talent, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Talent have the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) withhold all files, recordings, source, commitments or any other service to be performed by Talent for Customer, (3) bring legal action. Customer is responsible for all third-party material costs as outlined in Exhibit A, and accepts responsibility for all additional approved costs that Talent may incur in the development of this Work Product. All audio masters, film, tapes or other source materials shall remain the exclusive property of Talent and will only be made available to Customer for an additional fee.

Confidentiality

Customer and Talent acknowledge and agree that the Specifications and all other documents and information related to the development of the Work Product, excluding Customer's Proprietary Material, (the "Confidential Information"), will constitute valuable trade secrets of Talent. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Talent's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information at any time. Talent will not make any of the Work Product materials, whether in part or in whole available to the public domain or any third-party not authorized by Customer prior to obtaining a written release from Customer or verification that the Work Product materials have been made available to the public by the Customer. Note - For time-sensitive materials or releases, both parties are encouraged to put a schedule of this information in Exhibit B, the Specifications.

Limited Warranty and Limitation on Damages

Talent warrants the Work Product will conform to the Specifications. If the Work Product does not conform to the Specifications, Talent shall be responsible for the timely correction of the Work Product, at Talents' sole expense and without charge to Customer in order to bring the Work Product into conformance with the Specifications. This warranty shall not apply to audio proofs, so long as the audio proof was produced according to the Specifications and does not contain and errors or omissions or other audio defects. Customer's request to re-cut, re-record any proof received shall not constitute a material defect or non-conformance to the specification.

This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Talent is not responsible for the results obtained by Customer's use of any part of the Work Product. Customer acknowledges that Talent is not responsible for fixing problems on the Work Product, once mass-produced or after Customer has tested, proofed and approved the Work Product ("Sign off") in writing.

Except as otherwise expressly stated herein, Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Talent as set forth in Exhibit A attached hereto. All Master(s) or other source material created for the Work Product shall be stored at Talent facilities for one (1) year from the date of this Agreement. Talent reserves the exclusive right to destroy, delete or otherwise dispose of any materials, whether Customer provided or not, that are still in Talent's possession after one (1) year from the date of this Agreement. Original materials provided to Talent by Customer shall be returned upon successful completion of the Work Product or to the last known good address for Customer.

Independent Contractor

Talent will be retained as independent contractors for the length of this Agreement. Talent will be fully responsible for payment of Talent's own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Talent's behalf. Talent understands that Talent will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker's compensation or unemployment insurance.

Materials, Logos, Graphics and other Collateral. Customer agrees to make available to Talent, for Talent's use in performing the services required by this Agreement, such audio, video or graphical elements and materials as Customer and Talent may agree to in writing for such purpose. Failure to provide Talent with Materials in the requested formats may result in additional delays or fees in addition to those stated in Exhibit A.

General Provisions

1 Entire Agreement

This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior Agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by all of the parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and enure to the benefit of Customer and Talent and their respective successors and assigns, provided that Talent shall not assign any of Talent's obligations under this Agreement without Customer's prior written consent.

4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

5 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

6 No Right to Assign

Customer has no right to assign, sell, modify or otherwise alter the Work Product, except upon the express written advance approval of Talent, unless otherwise noted in Section 3.

7 Payment Milestones

In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Talent has the right to immediately cease all work on the Work Product until payment in full is paid.

8 Indemnification

Customer warrants that everything Customer gives Talent to put in the Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Talent harmless from any and all claims brought by any third party relating to any aspect of the Work Product, including, but without limitation, any and all demands, liabilities, losses, costs and claims, including attorney's fees, arising out of injury caused by Customer's products/services, material supplied by Customer, copyright infringement, and defective products sold via the Work Product.

9 Use of Work Product for Promotional Purposes

Customer grants Talent the right to use the Work Product for promotional purposes and/or to cross-link it with other marketing venues developed by Talent, subject to Sec 3.4 or unless otherwise restricted in the Specifications.

10 Right to Style or to Make Derivative Works

Subject to Section 3.4 and Section 4 above, Talent has the exclusive rights in making any derivative similar works of the Work Product and any similarities between Customer's Work Product and future Work Products constitutes Talent's methods and style and shall remain the right of Talent.

11 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual reasonable attorney's fees and reasonable associated costs, including expert witness fees.

Both parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signatures below: