MOBCASTER AGREEMENT

This Agreement (“Agreement”) is between Mobcaster, Inc., with its principal place of business at 208 Centre Street # 5, New York, New York 10013, United States and the undersigned individual or entity (“you”) (collectively, the “Parties”), and includes the Commercial Terms and Standard Terms and Conditions set forth below. All references to “Mobcaster” in this Agreement means Mobcaster, Inc. and, where the context implies, each of the entities or websites controlling, controlled or under common control with Mobcaster, Inc., including without limitation, www.MobcasterTV.com.

This Agreement applies to all content, whether photographs, illustrations, or other still visual representations, moving visual content in any form including, film, video tape, digital files, animation and clips; and font, audio file and any other work protected by copyright, in all cases, generated by any means and in any format or medium, including any modifications thereof (“Content”), that you have previously submitted and, in the future, will submit to Mobcaster as part of your television show (“Show”) for funding through Mobcaster. Such Content may include the test episode of an intended television series (“Pilot”) plus the first five (5) episodes of the Show (with the Pilot, the “First Season”). The First Season and any subsequent seasons or portions, spinoffs or derivative works thereof, shall be referred to herein as a “Season”. Any such Season which have reached their funding goals through Mobcaster shall collectively be referred to as “Funded Content”. This is a fairly lengthy document and it contains many important provisions that affect your rights and obligations. Once you have accepted this Agreement, it becomes a binding legal agreement between you and Mobcaster. You should print a copy of the Agreement for your records.

COMMERCIAL TERMS

Your name / payee name and address: [Showrunner name] located at [Showrunner address]
Your email address:

Commencement Date: [to be inserted by Mobcaster, or if blank, the first day of the month in which you enter into this Agreement]

Distribution: In the event you have reached your funding goals for the Season through Mobcaster, all Funded Content, at your option, may be exhibited on Mobcaster or alternatively, exhibited by any third party including, without limitation, traditional television networks, distributors and broadcasters (collectively, “Third Parties” and individually, “Third Party”) with whom you have contracted.

Royalties: The following royalty rates (“Royalty/ies”) will be payable with regard to the exploitation of Funded Content:

Once you reach your funding goals for a Season through Mobcaster, Paypal will be authorized to then take its fee, pay the Mobcaster Fee to Mobcaster and disburse the remaining financial contributions to your account with them.

In the event that you then decide to exhibit this Funded Content on Mobcaster, Mobcaster will have the sole right to place advertising in and about your Funded Content as exhibited. Mobcaster may receive Net Advertising Revenue, as such term is defined below, generated specifically by the performance on Mobcaster of any Funded Content (as distinguished from advertising placed elsewhere on Mobcaster). Mobcaster will share fifty percent (50%) of such Net Advertising Revenue with you (“Your Royalties”). As used herein, “Net Advertising Revenue” is defined as the actual revenues received by Mobcaster after third-party commissions and revenue shares, from the sale of advertisements that are viewed in specific relation to the Funded Content, less reasonable and customary costs incurred by Mobcaster in hosting the Funded Content, selling advertising against the Funded Content, and serving advertising against the Funded Content during any specified period. These costs may include advertisement-servicing fees, commissions actually paid, analytics software costs, and bandwidth costs. Mobcaster does not include its own overhead in calculating Net Advertising Revenues.

In the event that you decide to instead exploit the Funded Content and any and all subsequent production(s) of the “Intellectual Property Rights” in and to the Funded Content with one or more Third Parties in all media now known or hereinafter existing, Mobcaster will be entitled to fifteen percent (15%) of the Gross Receipts (as such term is defined below) paid to you or on your behalf from such exploitation (“Mobcaster Royalty”).

In addition, should any Third Party produce any subsequent TV production derived from the exploitation of “Intellectual Property Rights” in and to the Funded Content, such as any additional episodes of the Show (each, a “Subsequent Production”), then Mobcaster shall be entitled to four percent (4%) of the Budget of any and all Subsequent Productions (“Budgeted Fee”). “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. The Budgeted Fee shall be due and payable not later than the first day of principal photography for any such Subsequent Production. Budget as used herein shall mean the final approved budget of any and all Subsequent Productions.

Mobcaster may, upon providing you thirty (30) days’ notice, make amendments to this Agreement (including changing royalty rates and methods for calculating Royalties to accommodate distribution of Funded Content through new licensing methods/models as may be introduced from time to time) by posting a rate card (the “Rate Card”) to the Terms of Use as posted on the Mobcaster website located at http://mobcaster.com/terms_of_use or any successor URL (the “Website”). Mobcaster encourages you to bookmark the Terms of Use and to periodically review it to inform yourself of changes to it. Any changes to Mobcaster’s Terms of Use will become effective upon Mobcaster’s posting of the updated policy. When changes or additions are made to the Rate Card, Mobcaster will also notify you of such changes by email. It is your responsibility to keep Mobcaster informed of your current email address via the account management tool made available to you by Mobcaster. Failure to terminate this Agreement within 30 days of Mobcaster notifying you of any changes to the Rate Card will be deemed acceptance by you of those changes and they will be incorporated by reference into this Agreement.

Credit: You hereby agree that Mobcaster shall be accorded on the Funded Content and all Subsequent Productions (i) an “In association with” production company credit and (ii) a logo credit, each on a most favored nations in all respects including size, placement (e.g., wherever and whenever such credit appears), appearance, etc. as any other production company credit and logo, as applicable. Such “in association with” credit shall be at Mobcaster’s sole election after reviewing the completed Funded Content (which will be arranged to take place at no cost to Mobcaster).

Delivery: You may submit Content to Mobcaster for which you are seeking funding as a Season. You agree to comply with the applicable submission requirements available on the Website (“Submission Requirements”) in effect at the time of submission, which may be amended from time to time. Mobcaster may reject any submitted Content in its discretion as further set forth on the Website. In addition to any notification you may receive from PayPal, Mobcaster will provide you with a receipt acknowledging that you have reached your funding goal within your designated time-period. Any Content submitted from your email address and/or using your username/password shall be taken by Mobcaster as evidence that such Content has been submitted by you.

Term: The term of this Agreement commences as of the Commencement Date and will continue for an initial period of twenty five (25) years, with automatic renewals of successive one (1) year periods. Mobcaster may only terminate this Agreement without cause at the end of the initial twenty five-year period or at the end of any successive one-year period by providing ninety (90) days prior written notice.

STANDARD TERMS & CONDITIONS

SECTION 1. RIGHTS AND ROYALTIES

1.1 Rights: You shall have the exclusive right to exploit the rights in and to each Season (whether each such Season is Funded Content or not) whether through broadcast, streaming. licensing, distribution and other exploitation, throughout the world and during the Term via any analog or digital means of communication now known or hereafter devised including without limitation via websites, other electronic formats, mobile devices, TV, cinema, and other forms of exhibition in all media now known or hereafter devised, in all languages and all versions and to advertise and promote each Season and the Funded Content in (to the extent such advertising and promotion reasonably relates to the exploitation of the Show and/or the promotion of distributors, portals, vendors, exhibitors or other parties licensed to exploit each Season and the Funded Content) (the “Advertising Rights”). As between Mobcaster and you, you shall have the right to enter into broadcast, streaming. licensing, distribution and other agreements with Mobcaster or, at your option, Third Parties for the exploitation of each Season and the Funded Content and to deliver each Season and the Funded Content to Mobcaster or Third Parties, as the case may be under such agreements (each of the foregoing, “Distribution Agreements”), and to exploit the Advertising Rights, on terms that you and Mobcaster or such Third Parties will determine as are customary in the television industry.

1.2 Royalties. The Mobcaster Royalties are paid on Gross Receipts. “Gross Receipts” means all non-refundable sums actually received by or credited to you or any of your affiliated entities directly or indirectly in connection with the licensing, distribution and exploitation of the Funded Content and any Subsequent Production(s) by Third Parties in all media, whether in the form of advances, royalties, license fee, shares of profit, percentages or otherwise, including without limitation any amount recovered from a third party infringer in connection with a Claim (as defined in Section 1.6), prior to any withholding or deductions, except for the deduction of any Third Party distribution fees and/or expenses and any taxes, duties or other amounts payable by law in connection with the distribution of the Funded Content and any Subsequent Production(s) (collectively, “Deductions”). For the avoidance of doubt, fees payable to you for services rendered in connection with the Funded Content such as writer or producer fees whether payable out of the Budget or on a deferred basis, shall be excluded from Gross Receipts as used herein.

1.3 Reporting and Payment. In the event you choose to exploit the Funded Content through Mobcaster, Mobcaster will provide you with accounting statements (“Statements”), accompanied by payment of Your Royalties (if any), within Twenty (20) days after the end of each calendar quarter (the “Sales Period”). No payment need be made in any Sales Period unless a minimum of US$50.00 (or local currency alternative) is due in a particular Sales Period. Alternatively, if you choose to exploit the Funded Content with a Third Party, you will provide Mobcaster with Statements setting forth transactions data, including (a) the name of each Third Party and the date of agreement with them; and (b) the rights granted during the Sales Period. The Statements will also include the Mobcaster Royalties and Budgeted Fee, as applicable, if any, by check or electronic funds transfer.

1.4 Consumer Products/Services. Mobcaster may include Funded Content within direct-to-consumer products and services including, without limitation, within merchandise and on websites, including the Website, which primarily generate revenue from advertising (collectively, “Merchandising Revenue”). On the condition that you are not in breach or default hereof, Mobcaster will pay to you a percentage the net Merchandising Revenue actually received by Mobcaster as license fees or other monies for the use of the Funded Content in such products and services, the amount of such percentage of net Merchandising Revenue to be paid to you, other than Net Advertising Revenue, shall be subject to good faith negotiation between you and Mobcaster .

1.5 Marketing Use of Funded Content. On a non-exclusive basis, Mobcaster may use the Funded Content for the advertising, promotion and marketing of Mobcaster, you, your work, or Mobcaster’s sponsors. No royalties will be paid on these marketing uses.

1.6 Right to Control Claims. Mobcaster shall have the right to determine, using its best commercial judgment, whether and to what extent to proceed against any third party for any unauthorized use of Funded Content. You authorize Mobcaster and Distributor at their expense, the right to make, control, settle and defend any claims related to infringement of copyright in the Funded Content and any associated intellectual property rights (“Claims”). You agree to provide reasonable cooperation to Mobcaster and Mobcaster’s authorized designees and not to unreasonably withhold or delay your cooperation in these Claims. Mobcaster will not enter into any settlement that will compromise your ownership of the copyright in Funded Content or that prohibits your future conduct with respect to Funded Content without your prior written consent. Mobcaster will pay you Royalties on any settlements it receives from Claims. If Mobcaster elects not to pursue a Claim, you will have the right to pursue it.

1.7 Copyright to Funded Content. Subject to the rights granted in this Agreement, you will retain all right, title and interest, including copyright, in all Funded Content. You shall be solely responsible to register the copyright in any Funded Content with the relevant copyright authority.

SECTION 2. REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION & LIMITS ON LIABILITY

2.1 Representations and Warranties. (a) Each Party represents and warrants to each other that it has the full power and authority to enter into the Agreement and perform its obligations hereunder and that it will comply with all applicable laws, including without limitation to the Foreign Corrupt Practices Act; (b) you represent and warrant to Mobcaster that: (i) you are the sole and exclusive owner of the Content submitted to Mobcaster or are the authorized representative or licensor of the applicable copyright owner(s) of such Content; (ii) Content submitted to Mobcaster will not infringe the copyright of any third party, and will not contain any matter which violates any applicable law or regulation and, if exploited, will not defame, violate the right of privacy or publicity, or infringe the trademark or other personal or property interests of any parties; (iii) all caption information provided by you will be accurate; (iv) you have obtained valid personal and property releases where necessary at the time of submission and you will keep the original release and provide a copy to Mobcaster; and (v) you are not on the US Department of Treasury’s List of Specially Designated Nationals.

2.2 Indemnification. Each party (an “Indemnitor”) agrees to defend, indemnify and hold harmless the other party and its affiliates, licensees, officers, directors, employees and agents (each an “Indemnitee”) from and against any and all actual or alleged third-party claims and accompanying liabilities, losses, damages, costs and expenses, including reasonable external attorneys’ fees arising out of or in connection with, any actual or alleged breach of the Agreement by the Indemnitor or any duty, representation, or warranty contained herein by, or any actual or alleged act or material omission of the Indemnitor or its employees or agents. Indemnitor may at its option defend such claim at Indemnitor’s expense, and Indemnitee shall cooperate fully in defending or settling such claim, provided that Indemnitor may not settle without Indemnitee’s prior written consent, which shall not be unreasonably withheld. You agree that Mobcaster may retain any amounts due to you under the Agreement or any other agreement you may have with Mobcaster to the extent Mobcaster is owed any sum under this Section 2.2.

2.3 Limitation of Liability. Mobcaster shall not be liable for any punitive, indirect, consequential, special or incidental damages arising out of or in connection with the Agreement, even if it has been advised of the possibility of such. In addition, Mobcaster shall not be liable to you under any circumstances arising out of the misuse of Content by any third party. Mobcaster shall not be liable for any loss or damage to any Content, storage device or other materials submitted to Mobcaster, and you are required to provide or maintain your own backup files for any Content submitted. You shall bear sole responsibility for obtaining and maintaining adequate insurance for protection of Content or other materials submitted to Mobcaster. If, despite the above limitations, liability is imposed on Mobcaster for any of these reasons, in no event shall Mobcaster’s liability exceed US$10,000 in the aggregate.

SECTION 3. TERMINATION & SURVIVAL OF LICENSING RIGHTS

3.1 Termination. Either Party may terminate the Agreement immediately upon notice if the other Party breaches any material term or condition of the Agreement and, if capable of remedy, fails to remedy such breach within Sixty (60) days after receipt of notice thereof by the non-breaching Party.

3.2 Survival of Unexpired Licenses. Following termination of the Agreement, all unexpired agreements for the exploitation of Funded Content will remain in effect for the term of such agreements.

3.3 Surviving Provisions. The termination of this Agreement will not affect the accrued rights and obligations of the Parties existing at the date of termination. Sections 1.1, 1.2, 1.3, 1.7, 2 to 4 and the Commercial Terms as may be appropriate, will survive termination of the Agreement, as will any matter arising under the Agreement either expressly or that by its nature is required to be performed or apply after the Term of the Agreement, including the on-going right of Mobcaster to continue receiving revenue from the exploitation of Funded Content and any Subsequent Productions.

SECTION 4. MISCELLANEOUS

4.1 Entire Agreement; Severability; Waiver. The Agreement supersedes and cancels any previous agreements related to the exploitation and distribution of Funded Content, except however that the Terms of Use and the Privacy Policy with regard to the Website shall remain in full force and effect. This Agreement constitutes the entire agreement among the Parties relating to its subject matter and may not be amended, except (a) via the Rate Card described in the Commercial Terms; (b) in writing by an authorized representative of each Party; or (c) where a court or other competent legal authority finds a provision to be invalid, illegal or unenforceable (in which event such determination shall not affect any other provision in the Agreement all of which shall remain in full force and the Parties shall in good faith consult to agree the extent of any amendment that might be possible to make the provision valid, enforceable or legal whilst reflecting as far as possible the original intention of the Parties). If a Party waives any provision of this Agreement, the waiver in such an instance shall not be deemed to be a continuing waiver, and no waiver by either Party shall prevent such Party from enforcing any and all other provisions of this Agreement.

4.2 Assignment. You may not assign your rights or obligations and under this Agreement without the prior approval of Mobcaster, which will not be unreasonably withheld and shall never be withheld in the case of an assignment to a corporation or to a trust controlled by you or for the sole benefit of you or your immediate family. Mobcaster may assign its rights, obligations and duties under this Agreement, in whole or in part, to any entity controlling, controlled by, or under common control with Mobcaster as part of an acquisition, merger, reorganization, consolidation, sale of assets or other similar transaction by Mobcaster.

4.3 Nature of Relationship. You agree that you are an independent contractor. The Parties expressly acknowledge and agree that their relationship is not one of partnership, employment, joint venture, or any other legal identity, and that Mobcaster has no obligation to find or offer employment to you.

4.4 Governing Law and Arbitration. The Agreement will be construed and enforced in accordance with the laws of the State of New York. Any dispute arising out of or in connection with the Agreement shall be settled before a single arbitrator under the Commercial Rules of the American Arbitration Association (“AAA”) in New York, New York, U.S.A. The substantially prevailing Party will be entitled to recover its reasonable legal costs. If both Parties prevail on particular claims, or defenses of a claim, then each Party will be entitled to recover its reasonable legal costs for those claims it successfully asserts or defends, and the awards will be offset.

4.5 Further Assurances. Each Party will, and will use its reasonable efforts to cause any third party to, execute and perform such further acts, deeds and documents as may from time to time be required to give full legal and practical effect to the Agreement.

4.6 Notices. Parties shall provide all notices in writing via mail and/or email. Notices to you will be sent to the current mail or email address and notices to Mobcaster should be sent to: Legal Counsel, Mobcaster, Inc., 208 Centre Street # 5, New York, New York 10013, United States; Fax: 1-646-448-4694; email: sander@mobcaster.com.

4.7 Audit Rights. Mobcaster shall be entitled to employ a certified accountant or licensed financial advisor to audit payments made to Mobcaster during the previous Thirty Six (36) months, at Mobcaster’s expense unless the audit reveals that you have underpaid Mobcaster by more than 5%, in which case you shall reimburse Mobcaster for its actual and reasonable auditor’s fees. You agree that Mobcaster will be entitled to one audit request per calendar year, upon Sixty (60) days notice. If an underpayment is discovered in an audit, you will pay Mobcaster interest based on the average one month LIBOR rate for the period under audit on the amount due from the date payment was due, correct the books and records, and pay any amounts due (subject to any applicable Royalty Deductions) within 30 days after the amount due is finally determined. In the event that an audit reveals any overpayment to Mobcaster, Mobcaster agrees that you may deduct the overpayment from Mobcaster’s earnings.

4.8 Confidentiality. “Confidential Information” means any information that is designated as confidential or, information that by its nature or circumstances of disclosure would reasonably lead a recipient to believe that it is confidential. Confidential Information of Mobcaster includes information posted on the Website as well as any username/password used to access the Website and any other restricted online areas. Your Confidential Information includes your earnings. A Party that receives Confidential Information (the “Receiving Party”) from the other Party (the “Disclosing Party”), agrees not to disclose such Confidential Information to any third party or use any of the Confidential Information except as necessary to perform its obligations under the Agreement. The Receiving Party agrees to return all Confidential Information to the Disclosing Party upon request. If a Receiving Party is required by a competent legal authority to disclose Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice prior to disclosure so that the Disclosing Party may seek judicial protection. The Receiving Party may also share Confidential Information with its professional advisers under an obligation of confidentiality for the purpose of obtaining professional advice. Notwithstanding the foregoing, Confidential Information does not include information that: (i) was publicly known and generally available in the public domain prior to the time of disclosure to or development by Recipient; (ii) later becomes publicly known and generally available in the public domain through no breach of Recipient’s obligations hereunder or (iii) is already in Recipient’s possession, provided that such information is not known by Recipient to be subject to another confidentiality agreement with, or other obligation of secrecy to, the Discloser or another party.

4.9 Personal Data Transfer. You understand and agree that information relating to you or any other person such as the cast of your Show that you may provide to Mobcaster may be retained for a reasonable period, and may be transferred to, stored, accessed and used in jurisdictions worldwide whose privacy laws may be different and less protective than those of your home country. Mobcaster, as data controller and processer, may use this information in connection with the performance of this Agreement, including for contacting you, and may disclose this information to necessary service providers, to provide the services they contract for. These third parties will have no right to use your information for secondary purposes. Any personal information you do provide may also be disclosed as part of any merger, sale of the company assets or acquisition, as well as in the unlikely event of an insolvency, bankruptcy or receivership in which personal information would be transferred as one of the business assets of the company. Mobcaster reserves the right to disclose any information you provide in order to respond to claims or protect the rights, property or safety of itself, its related companies, Third Parties and their employees, customers or the public.

4.10 Submission of Content as an Authorized Representative. If and to the extent you are submitting Content to Mobcaster as an authorized representative of the applicable copyright owner(s), you acknowledge and agree that (a) you will ensure that such copyright owner(s) comply with the terms of this Agreement where necessary; and (b) to the extent Royalties are paid to you in such capacity, you will be solely responsible for compensating the copyright owner(s) where applicable.