VIDEO PRODUCTION Terms & Service Agreement

Terms & Service Agreement of Video Production

Production

Ventus Films LLC (“Producer”) shall provide all necessary Production Services, including script writing, production, camera operators, lighting and audio technicians, motion graphics, and such other production staff as may be necessary in Producer’s discretion to produce the Deliverables.

Post Production

Post-Production. Producer shall provide all necessary post-production services to complete the Deliverables.

Music Licensing. Producer shall be responsible for obtaining all necessary licenses for any music to be used in any Deliverables. Unless agreed otherwise, the costs for such licenses shall be included the total production budget set forth above.

Clearance/Releases from Other Rights Holders. Producer shall be responsible for obtaining all necessary clearance releases, permissions and/or waivers from any other rights holders, including licensors of copyrights, trademarks, or other intellectual property that may be used, featured or appear in the Deliverables.

Ownership

Subject at all times to Client’s satisfaction of its payment obligations under this Agreement, Producer agrees that the delivered videos (“Deliverables”) constitute audio and visual work(s) specially commissioned and made for hire within the meaning of the United States Copyright Law. All tapes, negatives and prints of all pictures and sound tracks and material, exposed and/or processed, in the production of the Deliverables, (except for materials supplied to Producer by Client) and all material and content contained in the Deliverables, including but not limited to any characters, names, copy, art, logos, and animation, and all right, title, interest and copyrights therein, shall become the property of Client upon delivery thereof in accordance with the provisions hereof.

Notwithstanding the foregoing, all of Producer’s original project files, animation files, and color correction files, and any other underlying proprietary technologies, plug-ins, architecture or other proprietary materials used by Producer in the creation of the delivered Deliverables (collectively “Producer Materials”) shall remain the sole property of Producer. Producer hereby grants to Client a limited, non-exclusive, royalty-free license to use any such Producer Materials solely to the extent that may be necessary to enable the delivered Deliverables to perform and/or be displayed as promised.

Agreement

This Agreement, together with the attached Schedules, constitutes the entire understanding between the parties and there are no other agreements or understandings, written or oral, in effect between the parties relative to the subject matter hereof. This Agreement may not be modified or terminated orally.