MANSOUR MEDIA PRODUCTION TERMS AND CONDITIONS

This Video Marketing Production Services Agreement (the “Agreement”) is entered into by Mansour Media Production (the “Production”) and (the “Company,” and together with the Production, the “Parties”).

RECITALS

WHEREAS, the Company wishes to engage the Production as an independent contractor for the Company for the purpose of shooting videos (the “Videos”) on the terms and conditions set forth below; and

WHEREAS, the Production wishes to shoot the Videos in accordance with the terms of this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:

RESPONSIBILITIES.

Of the Production.

The Production agrees to do each of the following:

Take the Videos and perform the Services set forth in Order Form attached hereto and made a part hereof (collectively, the “Services”).

Devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner.

Perform the Services in a safe, good, and workmanlike manner, providing its best professional efforts and using at all times adequate equipment in good working order.

Communicate with the Company regarding progress the Production has made in shooting the Videos and performing the Services.

Supply all equipment and supplies required to perform the Services under this Agreement, except to the extent that the Production’s work must be performed on or with the Company’s property.

Of the Company.

The Company agrees to do each of the following:

Engage the Production as an independent contractor to shoot the Videos and perform the Services set forth in Order Form to this Agreement.

Provide relevant information or support to assist the Production with the performance of the Services.

Satisfy the Production’s reasonable requests for assistance in its performance of the Services.

ADDITIONAL SERVICES.

Revisions requested by the Company due to other considerations shall be billed to the Company based at the rates listed in Order Form hereto before the Production begins such additional work.

TERM.

This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of Section TERMINATION of this Agreement, will continue until the Services have been satisfactorily completed and the Production has been paid in full for such Services (the “Term”)

RESULTS AND PROCEEDS.

The Production agrees that the work to be supplied by the Production hereunder shall be deemed a “work-made-for-hire,” and the Company shall be deemed the sole author of the Videos and the owner of all right, title, interest, and proceeds of every kind or nature, whether now known or hereafter devised (including, but not limited to, all copyrights and all extensions and renewals of copyrights) in and to the Videos, with the right to make all uses of the Videos throughout the universe and all changes in the Videos as the Company deems necessary or desirable. Notwithstanding the foregoing, if and to the extent that any Video is not deemed a “work made for hire,” the Production hereby assigns, transfers, and conveys to the Company, exclusively, irrevocably, and in perpetuity, throughout the universe, all right, title, and interest (including all rights of copyright) in and to the Videos, including, without limitation, the right to enforce its right in and to secure registrations, renewals, reissues, and extensions thereof. The Production agrees that the Company and its affiliates shall have the right to broadcast, telecast, duplicate, distribute, or otherwise exhibit the Videos worldwide in all forms of media and forms of exploitation, now known or hereafter created including, but not limited to, websites, film, television, radio, and print. The Production also holds the right to share the Videos on the Production website for marketing purposes. The Production would also hold the rights to the Company’s Logo for marketing purposes. Third Party Affiliates such as talent, crew, etc. could also use the Video they were a part of for their portfolio upon the Company's approval.

PUBLICITY.

Any publicity, including press releases or other information in connection with this Agreement, is under the sole control of the Company. The Production shall not consent to and/or authorize any person or entity to release any information concerning this Agreement without the express prior written approval of the Company; provided, however, the Production has the right to use the Videos in the Production’s portfolio without the prior consent of the Company.

USE OF PRODUCTION’S NAME.

If the Company so elects, the Company will have the right, for the Term of this Agreement, to use the Production’s name, biography, and likeness in connection with the advertising and exploitation of the Videos.

NO OBLIGATION TO USE.

The Company shall have no obligation to use the Videos. The Company’s sole obligation to the Production is to pay the sums set forth above to the Production; provided, however, that no such amounts will be paid if the Production is in default.

COMPANY’S RIGHTS.

The Company shall be the sole and exclusive owner of the Videos and all rights with respect thereto (collectively, “Rights”), which shall include all rights in and to the Videos created by the Production, in all media and all forms of exploitation whether now known or hereafter devised, throughout the universe, including all allied and subsidiary rights, such as merchandising rights, non-interactive, and interactive electronic publication rights, multimedia rights, publication rights including for publicity and advertising purposes. The Company shall have no obligation to pay additional compensation to the Production or any third parties for any exploitation of the foregoing Rights. The Production waives the benefits of any provision of law known as the “droit morale” or any similar or analogous law, regulation, or decision in any country of the world.

THIRD PARTIES; TAXES.

The Production acknowledges that nothing in this Agreement gives the Production the right to bind or commit the Company to any agreements with any third parties. Furthermore, the Production warrants and represents that the Production is solely liable for and will pay all applicable taxes on all amounts earned pursuant to this Agreement. The Production further agrees to indemnify, defend (with counsel acceptable to the Company) and hold harmless the Company, its parent, subsidiaries, and affiliates, and the employees, agents, successors, and assigns of each, from any and all liability that the Company may incur regarding the payment of taxes for the Production’s services. The Production shall be responsible for providing any and all disability or workers’ compensation insurance that may be required by law.

The Company shall be responsible for and shall pay any sales, use, or similar taxes applicable to this transaction.

TERMINATION.

Termination is permitted by the Company at any time and without prior notice, if the Production is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Company, or is guilty of serious misconduct in connection with performance under this Agreement. Following the termination of this Agreement, the Company shall promptly pay the Production according to the terms of Order Form for Services rendered before the effective date of the termination. The Production acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement.

DEFAULT BY PRODUCTION.

If, for any reason, the Production fails to complete or deliver the Videos or any related materials within the time and the manner specified in this Agreement and Order Form hereto, after the correct payments have been made by the Company, the Company, at its election, may either:

terminate this Agreement in its entirely, in which event the Company shall be released and discharged from any further obligations to the Production hereunder or otherwise, including, but not limited to, the obligation to make any payments to the Production; provided, however, such termination or cancellation shall not invalidate the rights granted by the Production to the Company hereunder; or

specify a new date by which the Production must complete and deliver the Videos and related materials to the Company.

INDEMNIFICATION.

The Production at all times shall indemnify, defend (with counsel acceptable to the Company) and hold harmless the Company, its parent, subsidiaries, and affiliates, and the employees, agents, successors, and assigns of each, from and against any and all claims, actions, damages, and losses, liabilities and expenses, including reasonable outside attorneys’ fees, arising out of or caused by any breach of any of the representations, warranties, undertakings, or agreements made by the Production hereunder.

The Company at all times shall indemnify, defend (with counsel acceptable to the Production) and hold harmless the Production, its parent, subsidiaries, and affiliates, and the employees, agents, successors, and assigns of each, from and against any and all claims, actions, damages, and losses, liabilities and expenses, including reasonable outside attorneys’ fees, arising out of or caused by any breach of any of the representations, warranties, undertakings, or agreements made by the Company hereunder.

Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Production and Company. If the delay remains in effect for a period in excess of thirty days, Company may terminate this Contract immediately upon written notice to Production.

ENTIRE AGREEMENT.

This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

ASSIGNMENT.

This Agreement is personal to the Production and may not be assigned by the Production. The Company shall have the right to assign, sublicense, sell, or pass-through any rights contained herein or this Agreement to a third party without approval from the Production.

MODIFICATION.

This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties, which agreement must be in writing and signed by both Parties.

GOVERNING LAW.

This Agreement shall be governed by the laws of the state of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

SEVERABILITY.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

COUNTERPARTS/ELECTRONIC SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.