LEGAL DISCLAIMER

(Please review carefully and delete before use)

This Wrapbook Document is provided for your reference only and has been developed
for companies incorporated in California.

You acknowledge and agree that the making available of this document to you by
TakeOne Network Corp DBA Wrapbook and/or any attorneys that may have contributed
to the creation of this document (the “Released Parties”), shall not create any attorney-
client or other confidential or special relationship between you and the Released Parties
and does not constitute the provision of legal advice or other professional advice by the
Released Parties. You should seek advice from an attorney licensed in the relevant
jurisdiction(s), as well as a tax professional, before relying on this document. This
document, may be considered Attorney Advertising under the ethical rules of certain
jurisdictions.

Additionally, the information provided in this document does not constitute tax advice.
Any discussion of tax matters is not intended or written to be used, and cannot be used,
for the purpose of avoiding penalties under the Internal Revenue Code (or equivalent in
the relevant jurisdiction) or promoting, marketing or recommending to another party any
transaction or matter.

You further agree and acknowledge that this document has not been prepared with your
specific circumstances in mind, may not be suitable for use in your business, and do not
constitute tax or legal advice. Relying on this document, you assume all risk and liability
that may result.

Review all sections carefully for accuracy before using them. There may be
[BRACKETED TEXT] or HIGHLIGHTED TEXT requiring your attention.

THE RELEASED PARTIES PROVIDE THESE TERMS ON AN “AS IS” BASIS, AND
SPECIFICALLY DISCLAIM ALL WARRANTIES, TERMS, REPRESENTATIONS AND
CONDITIONS WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING
ANY WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, OR NONINFRINGEMENT.
 WORK FOR HIRE AGREEMENT

This Work for Hire Agreement (the “Agreement”) is by and between [company name and type]
(“Producer”) and Artist’s Name or Company (“Artist”). Subject to the provisions set forth in this
Agreement, Artist hereby grants to Producer an exclusive license to use the Work created for the film
currently entitled Film Title (the “Production”) within the Production for the Media, Term, Territory and
Fee specified herein.

SPECIFIC TERMS

“Work” Description of Work (i.e. plane animation)

“Media” Any and all media known or hereafter devised

“Term” Perpetuity

“Territory” Worldwide

“Fee” Gratis or Specify hourly/per project wage, how it will be paid (i.e. check/Venmo),
and payment date(s)

“Credit” “Produced by”

GENERAL TERMS

1. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS. Artist and Producer agree that the
Work created by Artist constitutes a work made for hire pursuant to Section 101(2) of the United
States Copyright Act of 1976, and that pursuant to that provision, Producer will be the owner of the
copyright and any other intellectual property rights in the Work and its content. Artist hereby assigns
to Producer, to the extent that the work for hire provisions of the U.S. and foreign copyright laws do
not apply, all Artist’s title and ownership interest in any copyright and any other intellectual property
rights throughout the world covering the Work and contents thereof. Producer may register the
copyright and otherwise protect its interest in the rights granted herein in its own name. Artist will
cooperate with Producer, at Producer’s expense, as necessary to perfect Producer’s rights in the Work
as provided herein.

2. CREDIT. In the event Artist’s Work is used, and in Producer’s sole discretion, Artist may receive
screen credit related to the Production. No casual or inadvertent failure, nor failure of any third party,
to give the applicable credit shall constitute a breach of this agreement.

3. PURCHASES, RENTALS AND EXPENSES. Producer will reimburse only those expenses pre-
approved by Producer and accompanied by original receipts. Producer is not responsible for
incidental expenses incurred by Artist, including, without limitation, cellular phone charges or
 parking tickets. Box or other authorized rental payments will be prorated for any partial week
worked. Artist shall retain sole supervision and control of any personal items Artist carries with
him/her or rents to Producer, and Artist hereby acknowledges that Producer is not responsible for any
loss and/or damage to any such personal property.

4. INDEPENDENT CONTRACTOR. [Instructional only: choose the first paragraph if Artist is an

individual. Choose the second paragraph is Artist is a company. Delete the unused paragraph, and
delete these instructions.]

a. Artist’s services are provided to Producer as an independent contractor and not as an employee,
partner, or agent of Producer. Nothing contained herein shall be deemed to create a relationship of
employment, association, partnership, or joint venture between Producer and Artist. Artist shall
neither act nor make any representation that Artist is authorized to act as an employee, agent or
officer of Producer.

b. Artist, through its employees, contractors, and representatives, provides service to Producer as an
independent contractor, and not as an employee, partner, or agent of Producer. Nothing contained
herein shall be deemed to create a relationship of employment, association, partnership, or joint
venture between Producer and Artist, including any of its employees, contractors, and representatives.
Artist and its employees, contractors, and representatives shall neither act nor make any
representation that Artist or its employees, contractors, or representatives is authorized to act an
employee, agent or officer of Producer.

5. NAME AND LIKENESS. Artist agrees not to give any interviews or authorize any publicity relating
to the Production or Artist’s services thereon without Producer’s prior written permission. Artist
hereby expressly grants to Producer and to its Artists, agents, and assigns, the right to use Artist’s
picture, photograph, silhouette, videotape(s) in which Artist appears, and other reproductions of
Artist’s physical likeness (as the same may appear in any still camera photograph and/or motion
picture film or tape), in and in connection with the exhibition, theatrically, on television or otherwise,
of any motion picture or television program in which the same may be used or incorporated, and also
in the advertising, exploiting and/or publicizing of any such motion picture or television program.
Artist gives to Producer the foregoing consent and authority with the knowledge and understanding
that Producer will incur substantial expense in reliance thereon.

6. WAIVER OF MORAL RIGHTS. Artist hereby acknowledges the existence of his or her statutory
moral rights as described in 17 U.S.C. 106A(a), and knowingly waives such moral rights and releases
Producer, its agents, employees, licensees and assigns from and against any and all claims which
Artist has or may have in the future arising out of the production, distribution, publication, broadcast
or exhibition of Artist’s name, likeness, pictures and/or voice or the Work as permitted by this waiver
and release of Artist’s moral rights. Specifically, Artist hereby expressly and forever waives any and
all rights arising under 17 U.S.C. 106A, and any rights arising under U.S. federal or state law or
under the laws of any other country that convey rights of the same nature as those conveyed under 17
U.S.C. 106A, or another type of moral right or adroit moral. If the Work is one to which the
provisions of 17 U.S.C. 106A apply, Artist hereby waives and appoints Producer to assert on the
 Artist’s behalf the Artist’s moral rights or any equivalent rights regarding the form or extent of any
alteration of the Work (including, without limitation, removal or destruction) or the making of any
derivative works based on the Work, including, without limitation, photographs, drawings or other
visual reproductions of the Work, in any medium, for Producer’s purposes.

7. WARRANTIES AND REPRESENTATIONS. Artist represents and warrants that Artist is free to
enter into this Agreement and is not subject to any obligation or disability which will or might
prevent Artist from keeping and performing all of the conditions, obligations, and agreements to be
performed hereunder; that Artist has not made, and will not make, any agreement or commitment
which could or might be inconsistent with this Agreement and have not done, and will not do, any act
or thing which could or might impair the value of, or interfere with Producer’s enjoyment of, the
rights granted and the services to be rendered by Artist hereunder; and that all material furnished by
Artist in connection with Artist’s services hereunder is and will be wholly original with Artist (except
to the extent that such material may be taken from works or other material in the public domain or
furnished by Producer to Artist for inclusion in the material furnished by Artist hereunder). Artist
agrees to indemnify Producer, any distributor(s) or licensee(s) of the Production, and the
shareholders, directors, agents, officers, employees, successors, and assigns of each of the foregoing,
from any and all liability, loss, damage, and expense, including reasonable outside attorneys’ fees,
which Producer or any of the foregoing may suffer by reason of the use of any materials or services
furnished by Artist hereunder, and/or any claim inconsistent with any representation, warranty, or
agreement made by or Artist in this Agreement.

8. REMEDIES. In the event of a breach of this agreement by Producer, Artist shall not be entitled to
terminate or rescind this Agreement or any of the rights granted to Producer hereunder. Artist shall
not be entitled to restrain, enjoin or otherwise impair the distribution, advertising, publicity or other
exploitation of any of Producer’s motion pictures, television programming or any other production of
Producer or any part thereof. In the event of such a breach of this Agreement by Producer, Artist’s
sole remedy shall be an action at law for damages, if any.

9. NON-UNION PRODUCTION. [Instructional only: if your production is a union production (i.e.

SAG), you will need to delete this section entirely and delete these instructions] Artist acknowledges
that this Agreement is not subject to any collective bargaining agreement since Producer is not a party
to any collective bargaining agreement that might be applicable to the type of services provided
herein. Artist agrees to indemnify and hold Producer, its licensees, designees and assigns harmless
from any and all guild and union fees, residuals, re-use fees, contributions and similar payments as a
result of Producer’s and/or its licensees’, designees’ or assigns’ use of Artist’s services hereunder.

10. PAY OR PLAY. It is specifically agreed that this is not a “pay or play” deal or run of show contract.
The Producer reserves the right to terminate Artist at any time subject only to the obligation to pay
the balance of any compensation earned by Artist but unpaid by Producer at the date of termination.
It is further agreed that the hire of the Artist by Producer is “at will,” is for no definite period, and
may be terminated by Artist or by Producer at any time and for any reason with or without cause or
advance notice.
11. NO OBLIGATION. Nothing herein shall be deemed to obligate Producer to use Artist’s services or
the Proceeds in the Production; to produce, release, or distribute the Production; to continue the
release and distribution of the Production if released; or to otherwise exploit any rights granted to
Producer hereunder. Producer shall have fully discharged its obligations hereunder by payment of the
compensation due to Artist, if any.

12. GOVERNING LAW. The validity, construction, and performance of the Agreement will be
governed by and construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws. The parties expressly consent to the exclusive jurisdiction of the
Courts of New York County, New York. To the extent that any of the provisions of this Deal Memo
conflict with applicable law, such applicable law shall prevail, but only to the minimum extent
required to bring the provisions of this deal memo in to compliance therewith.

13. ASSIGNMENT. Producer may freely assign this Agreement and grant its rights hereunder, in whole
or in part to any person, firm, or corporation. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, executors, administrators, successors,
and assigns. Artist may not assign this Agreement or grant its rights hereunder, in whole or in part to
any person, firm, or corporation.

14. ADDITIONAL DOCUMENTATION. As requested by Producer and its assignees or distributors,

Artist shall sign additional documentation required to fulfill delivery requirements and copyright
assignments so as it is not in conflict with any section of this agreement.

15. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties hereto
and supersedes any and all prior or contemporaneous representations or agreements regarding the
same subject matter, whether written or oral, and this Agreement cannot be modified unless in writing
signed by the parties hereto.

Confirmed and agreed to by:

Artist/Authority

______________________________________________________________________________________________
Signature Date

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Print Name Phone Number