STANDARD PRODUCTION AGREEMENT aicp.next Date : LICENSED RIGHTS Producer Job No. Client Project Address City/State/Zip Client Purchase Order No. Client Job No. Producer Address City/State/Zip Producer hereby agrees to produce and deliver to the signer of this contract (“Client”) the below-referenced work (“Work”), subject to and in accordance with all terms, conditions, and specifications set forth herein, in the standard terms and conditions attached hereto (the “Standard Terms and Conditions”), in any rider(s) attached hereto and incorporated herein by this reference (each, a “Rider”), and of the bid estimate supplied by Producer (the “Bid Estimate”). This Standard Production Agreement, the Standard Terms and Conditions, any Rider(s) and the Bid Estimate represent the entire agreement between Client and Producer (the “Agreement”), and the Agreement supersedes all prior negotiations, understandings and agreements (oral or written) between the parties hereto with respect to the Work. A. Work Title/Distribution Channel Distribution Channel Work Title/Length Broadcast Theatrical Internet Mobile Gaming Environmental Home Ent. Merchandise Print All Other 1 2 3 4 5 6 7 8 Exclusivity Territory Term exclusive non-exclusive worldwide other (specify) in perpetuity other (specify) Client understands and agrees that Client is hereby granted license to exploit the Work only via those Distribution Channels, in the Territory, and during the Term selected above, and only for the use(s) expressly set forth in Section B below. B. Use The following sets forth Client’s use of the Work as expressly agreed to between Client and Producer: C. Designated Personnel Producer shall be represented by the following authorized representative(s) Client shall be represented by the following authorized during the production of the Work: representative(s) during the production of the Work. Name Name Title Title Name Name Title Title D. Production Requirements Producer and Client responsibilities for furnishing elements and materials in connection with the Work are detailed in the Bid Estimate and the Standard Terms and Conditions attached hereto. E. Terms of Payment License Fee $ $ % upon Signing of Contract $ % progress payment ____/____/____ $ % progress payment ____/____/____ $ % upon Completion & Delivery of all elements & materials supplied by Producer Contingency Day $ Talent Payment Rider By checking this box, the parties agree that their respective responsibilities for any applicable talent-related payments shall be as set forth in the “Talent Payment Rider” attached hereto and incorporated herein by this reference, notwithstanding anything to the contrary in the Standard Terms and Conditions. F. Insurance Insurance in connection with this Agreement shall be provided according to the terms set forth in Paragraph 18 of the Standard Terms and Conditions by the following party (or parties): Producer (if this box is checked, Paragraph 18(a) shall apply) Client (if this box is checked, Paragraph 18(b) shall apply) . G. Signatures Please indicate your agreement hereto by signing in the space provided below. Client: Producer: Name/Title: Name/Title: Signature: Signature: Date: Date: © copyright 2008, Association of Independent Commercial Producers, Inc. EXHIBIT “A” STANDARD TERMS AND CONDITIONS (Licensed Rights) 1. Standard Production Agreement. These Standard Terms and Conditions control the Standard Production Agreement (“SPA”) attached hereto between Client and Producer and govern any services provided by Producer to Client (the “Services”) in connection with the work designated in Section A of the SPA (the “Work”). Any capitalized terms in these Standard Terms and Conditions which are not defined herein shall have the definitions set forth in the SPA. The SPA, these Standard Terms and Conditions, the “Bid Estimate” (as defined in the SPA), the “Production Calendar” (as defined below), and any Riders attached to and incorporated into the SPA shall be collectively referred to as the “Agreement”. 2. License to Client. (a) License. Subject to the terms and conditions of this Agreement, and upon receipt by Producer of the full License Fee set forth in the SPA, Producer hereby grants Client a non-transferable and limited license to exploit the Work as set forth in the SPA (the “License”). The Work may be exploited by Client only as and in the form created by or approved by Producer as provided hereunder and shall not be changed, modified or edited in any manner without Producer’s prior written consent. (b) Distribution Channels. Subject to the terms and conditions of this Agreement, the Work shall be exploited solely through the “Distribution Channels” as set forth in Section A of the SPA (the “Distribution Channels”). If the “ALL” box beside the Distribution Channels in Section A of the SPA has not been checked, Client may exploit the Work in accordance with the License only in or through those specific channels of media distribution selected in Section A of the SPA. If the “ALL” box in Section A of the SPA has not been checked, then in the event that Client may wish to exploit the Work in any other channels of media distribution other than the Distribution Channels, the parties shall negotiate in good faith the terms of an “Additional Exploitation Rider” (which must be signed by the parties and attached to this Agreement as an Exhibit hereto) to determine what additional consideration shall be paid by Client to Producer for the right to so exploit the Work, and Client shall not have the right to so exploit the Work until the applicable Additional Exploitation Rider has been executed and such additional consideration has been paid to Producer. If the “ALL” box in Section A of the SPA has been checked, then Client may exploit the Work in all of the channels of media distribution as set forth in Section A of the SPA. (c) Exclusivity. Subject to the terms and conditions of this Agreement, the terms governing the exclusivity of the License shall be as set forth in Section A of the SPA. If the “EXCLUSIVE” box beside Exclusivity in Section A of the SPA has been checked, then the License shall be exclusive in the “Territory” (as defined below) for the “Term” (as defined below). If the “NON-EXCLUSIVE” box beside Exclusivity in Section A of the SPA has been checked, then the License shall be non-exclusive in the Territory for the Term. AICP FORM - STC TO LICENSED RIGHTS SPA -1- © copyright 2008, (April 2008) Association of Independent Commercial Producers, Inc. (d) Territory. Subject to the terms and conditions of this Agreement, Client may only exploit the Work in the territory as set forth in Section A of the SPA (the “Territory”). If the “WORLDWIDE” box beside Territory in Section A of the SPA has been checked, then Client shall have a worldwide License. If the “OTHER” box beside Territory in Section A of the SPA has been checked, then the Territory of the License shall be as expressly set forth in the SPA. (e) Term. Subject to the terms and conditions of this Agreement, the term of the License (the “Term”) shall be as set forth in Section A of the SPA. If the “IN PERPETUITY” box beside Term in Section A of the SPA has been checked, then Client shall have a perpetual License. If the “OTHER” box beside Term in Section A of the SPA has been checked, then the Term of the License shall be as expressly set forth in the SPA. (f) Reserved Rights. Producer hereby reserves all rights in and to the Work other than as set forth in the License, including, without limitation, the right to create derivative works and the right to exploit the Work in all media and territories that are not inconsistent with the terms of the License (the “Reserved Rights”). Client acknowledges and agrees that none of (i) this Agreement, (ii) any action, omission or statement by Producer or Client, or (iii) Client’s use of Producer’s copyrights and/or trademarks shall in any way confer or imply a grant of right, title or interest in or to the Work or to any elements or portions thereof, the ownership of which shall be and at all times remain solely and exclusively with Producer. 3. License to Producer. Subject to the terms and conditions of this Agreement, Client hereby grants Producer a non-exclusive, irrevocable, royalty-free, perpetual license to use the “Client-Supplied Materials” (as defined in Paragraph 6(a) below) in the Work and in connection with the Services, as set forth in the Bid Estimate. 4. Deliverable Work; Schedule. Producer shall deliver to Client the Work in the form and formats requested (the “Deliverables”) and according to a commercially reasonable schedule (the “Production Calendar”) as agreed in writing by the parties in the Bid Estimate. The Production Calendar is subject to change upon mutual written approval by the parties. The Work and Deliverables shall be of first class quality, artistically produced with direction, photography, sound, art, animation, synchronization and other physical and aesthetic content of a technical quality equal to current standards for sound motion pictures of similar character and purpose and will materially conform with all technical requirements specified by Client in the Bid Estimate. Any additional deliverables requested by Client that are not otherwise contemplated in the Bid Estimate shall require further payment(s) by Client, as mutually agreed to by Client and Producer, in addition to the License Fee set forth in the SPA. 5. Relationship of the Parties. It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations shall not be deemed employees of Client. Producer shall make whatever payments may be due such persons and will comply with all governmental regulations.