8:2. Media License of Literary Property

7-8 Model Copyright License (Eckstrom)

§ 8:2. MEDIA LICENSE OF LITERARY PROPERTY

Note: It is becoming increasingly common for authors, especially of fictional works, to contract with specialized companies capable of transforming books into various other forms of media. Authors are thus able to expand the basis of their royalty income with new iterations of their ideas, although there is always a concern that the new media concept might harm, or at least alter, the image of the original work. This agreement is typical of a relatively simple contract intended to cover this type of relationship.

Checklist:

[ ]. Payment [ ]. Grant of License [ ]. Royalties [ ]. Warranty [ ]. Copyright Notice [ ]. Duration and Termination [ ]. Choice of Law; Dispute Resolution [ ]. Integration; Assignment

AGREEMENT made this 1st day of ...... , ...... [year] by and between EDUCATIONAL ENHANCEMENTS, INC., 359 Jefferson Street, New York, New York 10908 ("PUBLISHER"), and JUNE EYRE ("LICENSOR").

Licensor is the owner of a literary and pictorial composition consisting of original text and illustrations entitled Louis Lizard (the "Work").

Publisher wishes to acquire certain audiovisual and recording rights in the Work and Licensor wishes to grant such rights to Publisher.

WHEREFORE, the parties now agree as follows:

Payment

1. Publisher shall pay Licensor a non-returnable advance of $...... against the royalties provided in Paragraph 3, upon execution of this Agreement.

Grant of License

Seg. 7, item 8 (2008) 1 7-8 Model Copyright License (Eckstrom)

2. Licensor hereby grants Publisher the following rights throughout the United States, its territories and dependencies, and Canada.

A. The non-exclusive license to create sound video tapes, 16mm films, cassettes and discs derived from the Work and to produce, manufacture, translate, promote, distribute, sell, lease and license such media (the "Media").

B. The non-exclusive license to produce (1) Printed synopses of the Media produced under this Agreement, but not in book or booklet form, solely for press notices and promotional purposes and not for sale. (2) Visual reproductions of the cover and not more than six selected pictures from the Work and the name, likeness and biographical material identifying the author and/or illustrator of the Work, in connection with any promotion or publicity of the Media of the Work produced under this Agreement.

C. Licensor also grants to Publisher the non-exclusive license to perform and to license others to perform the Work in conjunction with the rights granted under Paragraph 2.

D. So that the Media may reflect the quality and style of the Work, Publisher shall obtain the consent of Licensor with respect to any substantial changes or interpolations from the Work. June Eyre must approve camera-ready art before the Media is produced.

E. All rights in the Work not specifically granted to Publisher are reserved by the Licensor. All such reserved rights may be exercised by the Licensor.

Royalties

3. Publisher shall pay Licensor the following royalties:

A. Eight percent (8%) of Publisher's net receipts from its sale of the Media.

B. Royalties shall be calculated for sales of each individual unit of the media. If two or more individual units of the Media are sold together the royalty for such sale shall be calculated on a prorate basis for each such unit sold.

C. For each six-month period ended June 30 and December 31 in which royalties have been earned, Publisher shall furnish Licensor with a statement setting forth the Net Receipts from the Media and the royalties due. Such statement shall be furnished to Licensor, with payment of the royalties within forty-five days after the end of the period. Licensor shall have the right to examine Publisher's records relating to its receipts from sales of the Media, upon reasonable notice at any time during normal business hours.

D. Publisher shall, at its own expense, prepare musical material to accompany the Media. No royalties shall be payable to Licensor on such musical material, except if any lyrics are based upon the text of the Work.

E. No royalties shall be payable for free copies of the Media distributed by Publisher for advertising or promotional purposes.

F. If, after the original advance royalty has been earned, during any twelve consecutive months less than $...... in royalties have been payable to Licensor, Licensor may terminate this agreement upon ninety days' prior written notice to Publisher and all rights granted to Publisher under this agreement shall revert to Licensor.

G. Publisher will supply one copy of the Media at no charge to Licensor.

Warranty

4. Licensor warrants and represents that it is the authorized agent for, or is the sole proprietor of the rights herein granted, and has full power and authority to convey such rights to Publisher, that the Work is original and is copyrighted and has not heretofore been licensed to be produced or manufactured or issued in the form licensed hereunder, and that the Work does not violate or infringe the copyright, right of privacy or any other rights whatsoever of any third party and does not contain any defamatory or scandalous matter. Licensor shall take all necessary action to maintain and renew all copyright in the Work. Licensor shall indemnify and hold Publisher harmless from any and all damages, liabilities, costs or expenses (including reasonable attorney's fees finally sustained) arising from any breach of any Licensor's representations or warranties hereunder. Licensor makes no warranties or indemnities, however, as to any material in any version which is not contained in the Work in its printed form. Publisher will indemnify and hold licensor harmless against any and all claims, costs and expenses (including reasonable attorney's fees finally sustained) arising from any violation of any copyright, right of privacy or other property rights of any third party by any material contained in any derivative version(s) produced hereunder, but not contained in the Work.

Copyright Notice

5. Publisher agrees that the following copyright notice shall be printed or otherwise utilized directly on, or on the appropriate label of each copy of the Media that contains any copyrightable material of the Work: (c) 1993 by June Eyre. The title of any of the Media shall be the same as of the Work. All promotion and advertising of the Materials shall include full credit to the author, illustrator and publisher of the Work.

Duration and Termination

6. The term of this Agreement shall extend for five years, and thereafter unless terminated with ninety days' written notice, or unless terminated in accordance with Paragraph 3-F.

Choice of Law; Dispute Resolution

7. This Agreement shall be interpreted pursuant to the laws of the State of New York. Any controversy or claim arising out of this Agreement shall be submitted to arbitration in accordance with the rules then obtaining of the American Arbitration Association, and judgment of the award rendered may be entered in any court having jurisdiction.

Integration; Assignment

8. This Agreement constitutes the entire agreement between the parties. It may not be changed or terminated orally. It may be assigned, in whole or in part, to any third person upon notice by the assignor to the other party of the name and address of the assignee. In the event of assignment, the assignor shall remain liable to the other party for performance of all obligations under this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized corporate officers, as of the day and year first above written.

EDUCATIONAL ENHANCEMENTS, INC.

______Horace Montesori, President

JUNE EYRE

______

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