This Annotated Agreement assumes a general fact scenario whereby the services of a script writer are retained to provide script writing services to a company that is planning to sell a product through direct marketing channels. The specific roles of the parties, the main terms of the agreement, the channels over which the product will be marketed, the financial structure, fees, final work product and other provisions may vary widely from project to project depending on the circumstances. Technology, business practices (including script writing), review and production methods, and applicable law are constantly evolving. Anyone viewing this Anyone contemplating entering into an agreement of this nature should consult with an experienced attorney for advice about the specific relationship being considered. You should not rely on this Agreement or sample provisions when preparing your own contracts. Introduction: The following sample Agreement assumes that the “Writer” is a script writer with experience in drafting short and long form commercial scripts whose services are being retained by a company (“Client”) seeking to promote its product over a variety of direct marketing channels. The Client is retaining the Writer’s professional services on a feefor-services basis to draft a script for a short or long form commercial to which the Client owns all rights to the work product of Writer (the “Script”).

Introduction: The following sample Agreement assumes that the “Writer” is a script writer with experience in drafting short and long form commercial scripts whose services are being retained by a company (“Client”) seeking to promote its product over a variety of direct marketing channels. The Client is retaining the Writer’s professional services on a fee-for-services basis to draft a script for a short or long form commercial to which the Client owns all rights to the work product of Writer (the “Script”). SCRIPT WRITING SERVICES AGREEMENT THIS AGREEMENT ("Agreement"), dated ____________, [YEAR], is between [CORPORATION NAME] (“Client”), having its principal place of business at located at [STREET ADDRESS], and [WRITER’S NAME]

(“Writer”), with offices located at [WRITER STREET ADDRESS (if applicable)]. WHEREAS Client is engaged in the business of selling it product, [PRODUCT NAME] (“Product”) through its direct response marketing; and WHEREAS Client seeks to use direct marketing channels to advertise and promote the sales of its Product; and WHEREAS Client wishes to retain the services of the Writer to develop and draft a script that may be used in short and/or long form commercials as well as other marketing and promotional materials and advertisements in multiple media; and WHEREAS Writer maintains a separate and distinct business as a script writer to handle all aspects of script drafting and editing; and WHEREAS Client and Writer have agreed upon the terms of their business relationship; NOW, THEREFORE, for good and valuable considerations, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1.

Definitions

1.1. Product 1.1.1. “Product” for purposes of this agreement means [description of Product or Services being advertised in the endorsement/commercial]. 1.2. Confidential Information 1.2.1. "Confidential Information" means private, confidential, trade secret or other proprietary information (whether or not embodied or contained in some tangible form) relating to any actual or anticipated business of Company as applicable, and its respective affiliates, or any information which, if kept secret, will provide the party disclosing such Confidential Information (in each case a "Discloser") an actual or potential economic advantage over others in the relevant trade or industry or in pertaining to Customer Data. As defined herein, Confidential Information includes, without limitation, compilations, computer files, the Product, methods, techniques, know-how, inventions, research and development, business data (including cost data), strategies,

The recitals, or “whereas” clauses, are not the legal provisions of the agreement, but simply provide context for the agreement.

methods, prospects, plans and opportunities, customer lists, Customer Data, Client Materials, marketing plans, specifications, financial information, invention disclosures, patent applications (whether abandoned or not), techniques, products and services of the Discloser and identified orally or in writing by the Discloser as confidential, proprietary or trade secret information. Confidential Information further includes any information or material received in confidence by the Discloser from a third party, and/or information held in confidence by a third party and made available to the party receiving Confidential Information (in each case a "Recipient"). 1.3. Customer Data 1.3.1. For purposes of this agreement, the term “Customer Data” refers to information about an individual customer that can be used to distinguish, directly or indirectly, unique identity, contact, or locate a single individual or can be used in combination with other information to identify a single individual, including, but not limited to: full name, recorded or videotaped customer testimonies, date of birth, birthplace, gender, zip code, country, state, city of residence, mother’s maiden name or biometric information. 1.4. Endorsement 1.4.1. “Endorsement” means any advertising message (including verbal statements, demonstrations, or depictions of the name, signature, likeness or other identifying personal characteristics of an individual, the name, the initials, or seal of an organization) that consumers are likely to believe reflects the opinions, beliefs, findings, or experiences of a party other than the sponsoring advertiser, even if the views expressed by that party are identical to those of the sponsoring advertiser. 1.5. Endorser 1.5.1. An “Endorser” is the party whose opinions, beliefs, findings, or experiences the advertisement, message or commercial appears to reflect. An Endorser may be an individual, group, or institution. 1.6. Expert Endorser 1.6.1. An “Expert Endorser” is an individual, group, or institution possessing, as a result of experience, study, or training,

knowledge of a particular subject, which knowledge is superior to what ordinary individuals generally acquire. 1.7. Services 1.7.1. “Services” are defined as the actions accomplished by Writer for the development of the Script Deliverables for the advertisement, commercial or endorsement of the Product. Services include, but are not limited to, such conduct as the writing, composition, drafting, revision, development and editing of the Script Deliverables. 1.8. Script Deliverables 1.8.1. “Script Deliverables” are defined as the work product resulting from the conducted Services provided by Writer for the purpose of creating an advertisement, endorsement or commercial for the Product. Script Deliverables include, but are not limited to, final scripts, script drafts, revised drafts, story lines, character profiles, script outlines, concept proposals, project scope documents, revised pages and script edits, polished testimonials, press releases documents, online postings, and voice over scripts.

1.7 and 1.8 For purposes of this agreement, the contract separates the writer’s requirement to participate in certain acts – such as discussing concepts, or editing work from the end product that you will receive – such as the final script or final drafts.

1.9. Client Materials 1.9.1. “Client Materials” are defined as any content provided by Company and/or Company’s production team to Writer to be used by Writer when conducting Services and creating Script Deliverables for any advertisement, endorsement, commercial for the Product. The Client Materials may include, but are not limited to, text, graphic, video, images, story lines, concepts, characters, empirical evidence, scientific studies including both human clinical studies and animal studies, statistical evidence regarding the Product or consumer use, customer testimonies, expert testimonies, organizational testimony, scripts, production notes, casting notes and video, and scientific research and findings. 2. Services, Deliverables and Consideration 2.1. Services and Script Deliverables 2.1.1. Client hereby employs Writer to render services in the writing, composition, preparation and revision of the literary materials and Script Deliverables described in Section 2.1.2 and Schedule “A” attached hereto and incorporated into this Agreement

1.9 The materials that you provide the writer will be the basis for the material in the script. It is important that these materials accurately and truthfully describe and represent your product and the experience that a typical customer can expect by using your product. It is the company’s responsibility, not the writer’s, to develop these materials and to deliver accurate materials. If the script is written to accurately reflect the materials, but the materials you have provided the writer do not accurately describe your product or a

(hereinafter referred to as the “Services”). The writer accepts such employment and agrees to render his or her services hereunder and devote his best talents, efforts and abilities in accordance with the instructions, control and directions of the company.

typical client’s experience with your product then you may expose yourself to potential liability with the FTC.

2.1.2. The Script Deliverables, including but not limited to script specifications and scope documents, revised versions of the script and any written drafts and final products intended to be used as marketing materials, being the work product of the Services, to be delivered by Writer are set out in Schedule “B” attached hereto and incorporated into this Agreement. 2.2. Consideration 2.2.1. In consideration for the Services provided and the delivery of the Script Deliverables, the Client agrees to compensate Writer on the terms and conditions set out in the “Payment and Delivery Schedule” attached here to as Schedule “C”. 2.2.2. All payments shall be due and payable at the time or times specified as set out in Schedule “C”. Any payment, which is not made within _ days after the date of the invoice, shall be deemed to be overdue. Interest on overdue accounts shall accrue at ___ % percent per month (___ % per annum). 3. Term of the Agreement; WGA MBA 3.1. Term of the Agreement 3.1.1. The term of this Agreement shall commence on the date of this Agreement and shall continue until the Services are completed and all the Script Deliverables are delivered to and accepted by the Client, or in the event that this Agreement is terminated as hereinafter set out. 3.2. Minimum Basic Agreement 3.2.1. The parties acknowledge that this contract is subject to all of the terms and provisions of the Writers Guild of America’s current Basic Agreement and to the extent that the terms and provisions of the Basic Agreement are more advantageous to Writer than the terms hereof, the terms of the Basic Agreement shall supersede and replace the less advantageous terms of the Agreement. Writer is an employee as defined by the Basic Agreement and Client has the right to control and direct the

3.2 This clause states that the company engaging the writer agrees to make accommodations and abide by the terms negotiated by the Writers Guild (and therefore also the Screen Actors Guild) for purposes of the production, taping, airing and distribution of the advertisement. This includes advertisements that will only be displayed online. This also includes certain production requirements and dispute resolution requirements. You should consult with legal counsel about the practical implications the negotiated agreements of both the

services to be performed. 4.

Non-Exclusivity of Services

4.1. Non-Exclusivity of Writer

WGA and SGA may have upon your production including, but not limited to, legal, budgetary and casting ramifications and decisions.

4.1.1. The Client acknowledges and agrees that the Services provided by the Writer hereunder shall be provided on a non-exclusive basis and nothing herein shall be construed as prohibiting the Writer from providing his or her script drafting or writing services to third parties during the Term of this Agreement, provided however that Writer shall not do so in a manner that 4.1 and 4.2 Allows the would impair Writer’s ability to perform the Services and deliver writer to work on other the Script Deliverables described hereunder. projects during the time of development and production, and also allows 4.2. Non-Exclusivity of Client the company to work with 4.2.1. The Writer acknowledges and agrees that Client enters this other writers if they feel it is agreement on a non-exclusive basis and nothing herein shall be appropriate to do so. construed as prohibiting Client from acquiring and retaining script drafting or writing services from third parties for either the Product or for any additional or subsequent products that Client wishes to develop, manufacture, sell, market or advertise both during the Term of this Agreement or at any time in the future, provided however that Client shall not do so in a manner that would impair Client’s ability to provide compensation under the provisions established under Section 2.2 of this Agreement. 5.

Acceptance of Services and Script Deliverables

5.1. Acceptance 5.1.1. Upon the date of completion of the Services or the delivery of Script Deliverables to Client for any phase of development, drafting and editing of the Script Deliverables, Client will have ____ business days to review the completed Services and Script Deliverables and to allow counsel and the production team to also review the Services and Script Deliverables. 5.1.2. Unless Client notifies Writer within ___ business days from the date of the completion of the Services or the delivery of the Script Deliverables to the Client for any phase of development, drafting and editing of the Script that there is any default of deficiency in the Services rendered or the Script Deliverables delivered hereunder, the Client will be deemed to have accepted the Services and/or Script Deliverables as being completed fully

In the interests of timeliness and fairness to the Writer, this section requires the company to review the script and request changes and edits within a timely manner. Section 5.1.3 allows for extensions of the time requirements if need be.

and in accordance with the terms of this Agreement and the specifications set out in Schedules “A” and “B.” 5.1.3. However, should Client, Client’s counsel or other members of the production team required additional time to review, edit and approve the Services and Script Deliverables, then Client may make a request, in writing, for an extension of the time afforded for review under Section 5.1.2 of this Agreement. The written request must be sent within the time allowance provided under Section 5.1.2 of this Agreement, and Writer will not unreasonably withhold the request for the extension. 6.

Confidentiality, Records

6.1.1. To ensure the protection of trade secrets and in the interest of privacy concerns, Client retains the right to revoke the authorized use of Client Materials or Confidential Information at any time based on Client’s sole discretion 6.2. Writer Obligation 6.2.1. Writer shall use the same care and discretion to protect Client Materials and Confidential Information of the Client as Writer uses to protect its own Confidential Information, but not less than a reasonable standard of care. Writer shall restrict use of the Client Materials and Confidential Information to its employees, and to those consultants who have been pre-approved in writing by Client, who have a need to know the contents of the Client Materials and/or Confidential Information and who have a written agreement with Writer sufficient to comply with this Agreement. 6.2.2. Nothing contained in this Section shall in any way restrict Writer’s rights to use, disclose, or otherwise dispose of any information which: 6.2.2.1. At the time of disclosure by Client, the data or information was already in the possession by Writer, provided Client had not previously furnished such information to Writer. These sections expressly exclude any disclosures obtained by Writer without the express consent of Client but are later then authorized for disclosure by Client to Writer. 6.2.2.2. Is independently made available to Writer by an unrelated and independent third party whose disclosure does not

constitute a breach of any duty of confidentiality owed to Client; 6.2.2.3. Disclosure is compelled pursuant to a court order, provided that Discloser shall first have the opportunity to request an appropriate protective order. 6.2.2.4.Nothing in this Agreement shall be construed as granting any rights or licenses in any Confidential Information to any person or entity. 6.2.3. Writer and Client agree that the terms of this Section are reasonable and necessary to protect their respective business interests and that the other party would suffer irreparable harm from a breach of this Section. Thus, in addition to any other rights or remedies, all of which shall be deemed cumulative, Writer and Client and/or their respective affiliates, as applicable, regardless of arbitration or dispute resolution clauses in this Agreement, shall be entitled to seek injunctive relief to enforce the terms of this Section. Both parties explicitly understand, acknowledge and agree that injunctive relief will only be available to the parties for injuries arising out of breaches directly relating to the contents of this Section, and that injunctive relief will otherwise be unavailable to both parties, pursuant to Section 16. 6.3. DISPOSAL OF RECORDS 6.3.1. For purposes of this Agreement “Disposal” shall include the discarding or abandonment of Client Materials and Confidential Information, as well as the sale, donation, or transfer of any medium, including computer equipment or devices, upon which consumer information is stored. 6.3.2. Client may establish a timetable requiring Writer to dispose of certain Client Materials (to be determined by Client on an on going and scheduled basis. Writer agrees to take reasonable measures to protect against unauthorized access to or use of the information in connection with its disposal of Client Materials and to conduct disposal practices that are reasonable and appropriate to prevent the unauthorized access to – or use of – information by unauthorized third parties. If Writer is personally unable to properly dispose of Client Materials, then Writer will either return all Client Materials to Client. 6.3.3. Upon termination or expiration of this Agreement for any

reason whatsoever, Client and Writer shall leave with or return to the other all documents, records, notebooks, computer files, and similar repositories or materials containing Client Materials and Confidential Information of the other party and such other party's affiliates, including any and all copies thereof. 6.4. RECORDS POLICY IN THE EVENT OF MERGER 6.4.1. In the event of a merger or acquisition involving Client the successor company will have access to certain accounts and records maintained by Client, including Client Materials. The successor company will be bound by all of the covenants and clauses of this Agreement unless and until it is amended in writing. 7. Change Orders 7.1. Change Orders 7.1.1. Client shall have the right to issue change orders form time to time respecting the Writer’s Services and Script Deliverables hereunder. Change orders must be made in writing and approved of by both Client and Writer. 7.1.2. If any such change order impacts the cost of or time required to perform and deliver the Services and Script Deliverables, the parties shall negotiate in good faith and mutually agree in writing to an equitable amendment to the terms of this Agreement prior to Writer being required to comply with and perform the change order. 8. Client Materials 8.1. Client Materials 8.1.1. Client may, at Client’s discretion, provide to Writer certain creative content from the Product’s marketing materials, including production notes and ideas, text, graphics, video, images, story line, concepts, characters and data, Product designs, sketches, Product technical information, Product manuals, Product research, Product statistics and data, customer and expert data, testimonials and research, for the development and drafting of and inclusion in the Service and Script (collectively, the “Client Materials”). Client acknowledges that the Client Materials produced by Client, Client’s employees or any third party other than Writer are the sole and exclusive

7. By allowing change orders, the contract allows for some flexibility in the event of unforeseen challenges to production (particularly to requirements in the Script Deliverables and Services, or other issues involving, for example shooting of the advertisement), addressing any challenges via change order eliminates requiring the parties to draft entirely new agreements. 8. The materials that you provide the writer will be the basis for the material in the script. It is important that these materials accurately and truthfully

responsibility of the Client. Client agrees that Writer will not be held liable for the violations of any laws, including but not limited to infringement of copyright, trademark or any other right of any person or entity from or relating to the Client Materials produced by anyone other than Writer. 9.

Intellectual Property Rights

9.1. Intellectual Property Rights 9.1.1. Client hereby grants to the Writer the non-exclusive right to adapt, modify, translate, exhibit, publish, reproduce, create derivative works from, and otherwise use Client Materials as necessary for Writer to provide the Services and delivery the Script Deliverables pursuant to the terms of this Agreement. Client hereby waives its moral rights in Client Materials for such purposes. 9.1.2. Client will retain any ownership of any and all right, title and interest, including but not limited to copyright, in the Product, all Client Materials, and any text, graphics, and other materials developed or licensed for use as a result of the performance of the Services and delivery of the Script Deliverables. 9.1.3. Writer shall grant to Client the exclusive, royalty free, license to the Service Materials and Script Deliverables in connection with the Product in perpetuity throughout the universe, and the right to sub-license such rights in connection with the distribution, sale, promotion, advertisement and exploitation of the Product. 9.1.4. Upon the execution of this Agreement, Client shall own all rights, title and interest in and to any work product associated with the Services and the Script Deliverables throughout the universe in perpetuity. 9.1.5. Notwithstanding the grants of rights above, Writer shall not be prevented from using any ideas, knowledge, information, concepts, skills or experience developed or obtained by he or she in the course of performing the Services and delivering the Script Deliverables hereunder in other writings, provided that in doing so the Writer does not disclose any confidential information about the Client, the Product, Client’s work, work product, dealings, discussions, arrangements and contracts with any third parties, and does not use any Client Materials.

describe and represent your product and the experience that a typical customer can expect by using your project. It is the Company’s responsibility, not the writer’s, to develop these materials and to deliver accurate materials in compliance with the law. If the script is written to accurately reflect the materials, but the materials you have provided the writer do not accurately your product or a typical client’s experience with your product then you may expose yourself to potential liability with the FTC.

9. The writer may only use the company’s materials and ideas for the purpose of drafting the script and may not use the materials for anything outside of their work for this contract without an additional agreement in place. The Company will own the final products produced by the writer.

9.1.6. Any assignment or license of intellectual property rights granted by the Writer to the Client hereunder shall be deemed to occur at the execution of this Agreement.

10. Representations, Warranties and Indemnification 11. Writer Representations and Warranties 11.1.

Writer represents and warrants to Client that: 11.1.1.1. He or she has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder; 11.1.1.2. He or she shall use commercially reasonable efforts to perform the Services and that the Script Deliverables will function and be in accordance with specifications and descriptions set out in Schedules “A” and “B” attached hereto, or as modified by the parties from time to time by mutual agreement. 11.1.1.3. That all claims written into the Script Deliverables may be properly substantiated by the Client Materials about the Product and its endorsers provided by Client, the production team or any other third party responsible for creating Client Materials for Client to be used in the sale, production, distribution, marketing, promotion and advertisement of Product. 11.1.1.4. The Services and Script Deliverables provided by Writer hereunder are wholly original to the Writer or the Writer has acquired the necessary rights from third parties to contribute and include their work in the development and execution of the Services and Script Deliverables. 11.1.1.5. That the Services and Script Deliverables will not violate or infringe upon any other party’s copyright, patent, trademark or other intellectual property right. However, notwithstanding the foregoing, Writer makes no representations or warranties of any kind whatsoever in respect to the Client Materials provided by the Client, the production team or any other third party who is working on the sale, production, distribution, marketing, promotion and advertising of the Product. The Client Materials, and the warranties and representations associated with the Client

11. The representations and warranties are very important clauses. Both the writer and Company may be forced to pay the other damages or indemnify the other for problems arising out of a failure to adhere to their promises in this section. Both parties agree that they will not interrupt any other contractual agreements by entering into this arrangement. The Writer agrees that the script must be written in accord with the Client Materials and the guidelines addressed in Section 17, below. The Writer is also guaranteeing 1) that their work will not violate another person’s work (including copyright and trademark); 2) that he/she will be available during development, preproduction, production and post-production during term of this Agreement; 3) will not have any conflicting scheduling arrangements that will prevent him or her from being available to complete Service and/or Script

Materials, are the sole responsibility of the Client. 11.1.1.6. Other than the express warranties stated above, Writer makes no other representations or warranties of any kind, either express or implied, including but not limited to the merchantability and/or fitness for the Product and any additional services or products developed by Client and its partners, investors, manufacturers, distributors, shareholders, subsidiaries, parent corporations and production team. In no event shall Writer be liable, directly or indirectly, for any special or consequential or incidental damages including but not limited to loss of anticipated profits, loss of revenue or loss of data, or as a result of any interruption of service or delay in the sale, production, distribution, marketing, promotion and advertising of the Product. 11.1.1.7. Writer is not subject to any conflicting obligation with any third party, which could interfere with the rights granted to Client hereunder or the full performance of Writer’s obligations and services hereunder. 11.1.1.8. All of the Services and Script Deliverables shall be wholly original with Writer and none of the same has been or shall be copied from or based upon any other work unless assigned in this contract. The reproduction, exhibition, or any use thereof or any of the rights herein granted shall not defame any person or entity nor violate any copyright or right of privacy or publicity, or any other right of any person or entity. The warranty in this subparagraph shall not apply to any material as furnished to Writer by Client (unless such furnished material was written or created by Writer or originally furnished to Client by Writer) or material inserted in the Service or Script Deliverables by Client, but shall apply to all material which Writer may add thereto. 11.2.

Client Representations and Warranties

11.2.1. Client represents and warrants to Writer that: 11.2.1.1. It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder. 11.2.1.2. All Client Materials provided hereunder shall be

Deliverables. The Company is guaranteeing that the Client Materials that will be provided to Writer (and will provide the basis for both the Services and Script Deliverables) will not violate any laws and will report honest and accurate findings, scientific evidence and testimonials. The Company also acknowledges that its product or Client Materials will not violate any copyright or trademark rights of any third parties. In addition, the Company has agreed to indemnify the Writer for any lawsuits brought against him/her, including but not limited to product liability and personal injury claims, or claims brought due to materials, statements statistics or otherwise that have been included in the Client Materials.

wholly original to the Client has acquired the necessary rights from third parties to contribute such to the Client Materials and include it in the sale, production, distribution, marketing, promotion and advertising of the Product.

11.2.1.3. That the Client Materials shall not violate any laws of any country and shall not infringe on any other party’s copyright, patent, trademark or other intellectual property rights. 11.2.1.4. Client is not subject to any conflicting obligation or any disability, and Client has not made and shall not make any agreement with any third party which could interfere with the rights granted to Client hereunder or the full performance of Client’s obligations hereunder. 11.3.

Indemnification

11.3.1. Both Parties 11.3.1.1. Each of the parties hereto agree to indemnify and save harmless the other, and any of its respective successors, licensees and assigns, from any and all losses, costs, liabilities, damages and expenses (including reasonable lawyers fees) arising out of, resulting from, based upon or incurred because of a breach by Client and/or Writer of any agreement, representation or warranty made by Writer or Client hereunder. 11.3.1.2. The party receiving notice of such claim, demand or action shall promptly notify the other party thereof. The pendency of such claim, demand or action shall not release Client or Writer of its obligations due hereunder. 11.3.2. Client 11.3.2.1. Client agrees to indemnify, defend and hold harmless Writer, its agent, successor and permitted assigns from all actual third party suits, claims, demands, damages, debt, liability, cost, expense, action or cause of action (including, but not limited to, actual damages, punitive damages, fines and reasonable outside attorneys’ and expert witness fees) arising out of: 11.3.2.1.1. The Product

11.3.2.1.2. The information, data and Client Materials provided by Client to Writer and all claims made by Client with respect to the Product, including claims made by paid endorsers, experts, celebrities, hosts and customers 11.3.2.1.3. Any uncured material breach by Client of its warranties, representations, obligations and/or duties hereunder (including, but not limited to, those related to the Product including, but not limited to, the safety and efficacy of the Product, compliance with the rules, regulations and guidelines of the Federal Trade Commission regarding false and deceptive advertising practices. 11.3.3. Writer 11.3.3.1. Writer agrees to indemnify and hold harmless Client, its principals, officers, directors, employees, agents, successors and permitted assigns for all suits, claims, demands, damages, debt, liability, cost, expense, action or cause of action (including, but not limited to, actual damages, punitive damages, fines and reasonable outside attorneys’ and expert witness fees), arising out of any act or omission by Writer in breach of its warranties, representations, obligations and/or Writer duties hereunder. 12. Viewing Cut 12.1.

Viewing Cut

12.1.1. Writer shall be invited to view a cut of the commercial in time sufficient such that any editing suggestions, if accepted, could be reasonably and effectively implemented. 13. Transportation and Expenses 13.1.

Transportation and Expenses

13.1.1. If Client requires Writer to perform services hereunder at a location more that _____ miles from Writer’s principal place of residence, which is ________________, Writer shall be given transportation to and from such location and a weekly sum of $______ ($______ per week in a high cost urban area). 14. Series/ Reshoots

Allows the writer to view the final version of the advertisement in order to ensure that the commercial comports with their script. This will allow the writer to help ensure that their words are not being produced in a way that may cause them to be misunderstood or may have other issues – such as providing misleading facts or substance.

14.1.

Separated Rights

14.1.1. Series payments: 14.1.1.1. $________ Per ½ hour episode; 14.1.1.2. $________ Per 1 hour episode; 14.1.1.3. $________ Per sequel produced directly for the videocassette/ videodisc market; 14.1.1.4. $_______ Per online website reproduction; 14.1.1.5. $_______ Per interactive market based on the Project; 14.1.1.6. $_______ Per recording for radio slot; 14.1.1.7. $_______ Per televised commercial recording 15. Results and Proceeds 15.1.

Work Made For Hire

15.1.1. Client acknowledges that all results, Script and proceeds of Writer’s services (including original ideas in connection therewith) are being specifically ordered by Client for uses as part of a direct marketing campaign for Product and shall be considered a “work made for hire” for Client as specifically commissioned for use as a part of a motion picture, digital transmission and audio visual work in accordance with Sections 1-1 and 201 of Title 17 of the U.S. Copyright Act. Therefore, Client shall be the author and copyright owner thereof for all purposes throughout the universe without limitation of any kind or nature. In consideration of the monies paid by Client (and/or the producer, production team, or financier if applicable), Client shall solely and exclusively own through the universe in perpetuity all rights of every kind and nature whether now or hereafter known or created in and in connection with such results, product and proceeds, in whatever stage of completion as may exist from time to time, including: 15.1.1.1. The copyright and all rights of copyright; 15.1.1.2. All neighboring rights, trademarks and any and all other ownership and exploitation rights now or hereafter recognized in any territory, including all rental, lending, fixation, reproduction, broadcasting (including satellite and radio transmission), distribution and all other rights of communication by any and all means, media, devices, processes and technology; 15.1.1.3. The rights to adapt, rearrange, and make changes in,

Acknowledges that the writer is being paid to draft the script for Company, and that the writer will not own the final script or any of the materials after the contract has ended. The writer will not have a right to use the script or a right to claim profits from the production or the sales of the product.

deletions from and additions to such results, product and proceeds, and to use all or any part thereof in new versions, adaptations and other motion picture including remakes and sequels 15.1.1.4. The right to use the title of the Script in connection therewith or otherwise and to change such title; and 15.1.1.5. All rights generally known as the “moral rights of authors.” 15.2.

Results and Profits

15.2.1. Client acknowledges and agrees that it is well informed about the financial risks associated with the television, online, print media and radio advertising industries and that neither party makes any warranty, express or implied, as to the degree of success to be achieved by reason of, without limitation, televising, printing, broadcasting online or by radio, or by posting, publishing online or in print, nor shall either party hereto seek to hold the other party liable with respect thereto. Neither party makes any representation or warranty with respect to the level of sales and revenue to be derived as a result of the advertising of Product by the aforesaid means. Client and Writer recognize and acknowledge that the level of revenues from sales of the Product contemplated by this Agreement is speculative. Client and Writer agree that it shall not make any claim, nor shall it seek to impose any liability upon the other party based upon any claim that more sales, revenues, media exposure or customers could have been obtained or better business could have been done than was actually made or done by Client or its successors, licensees and assigns, or that better business terms, prices or opportunities could have been obtained.

States that although the writer is being hired to draft a script that will hopefully help to successfully sell the product, the writer is making no guarantees to how successful the product sales will be due to their script or the services provided to Company for the production of the advisements.

16. No Injunctive Relief 16.1.

No Injunctive Relief

16.1.1. With the exception of any breach by any party under Section 6 of this Agreement relating only to the unauthorized use or disclosure of Client Materials or Confidential Information, the sole right of Writer as to any breach or alleged breach hereunder by Client shall be the recovery of monetary damages, if any, and the rights herein granted by Writer shall not terminate by reason of such breach. In no event may Writer terminate this Agreement or obtain injunctive relief or other equitable relief with respect to

Neither party may request an injunction or other equitable help in the case of breach of this agreement, meaning that the Company cannot prevent the writer from writing other projects and the writer cannot prevent the Company from

any breach of Client’s obligations hereunder. 17. General Script Requirements 17.1. In regards to the Services, the Script and Script Deliverables, which will be created and drafted by Writer for Client’s approval, both parties agree to the following: 17.2.

going forward with the production and release of the advertisements in the event that there is a breach or disagreement regarding this contract.

Approval

17.2.1. Client shall have the right to approve, review, rearrange, request edits in the writing of the Script Deliverables at any time. 17.3.

General Script Requirements

17.3.1. Writer agrees to draft the script by maintaining with the following guidelines:

The provisions of 17.3 track the current FTC requirements for 17.3.1.1. The Script Deliverables must accurately reflect the advertisements and outline honest opinions, findings, beliefs or experiences of the data how the writer must draft provided to Writer in the Client Materials and the the script in order to help statements and reviews made by customers, experts or any ensure that the script does other person who is speaking on behalf of Client and not portray false or Product or who has contributed to the research and findings misleading statements about of the Product. Writer shall only include statements, the product or customers spoken, written or otherwise, that may be adequately experiences with the substantiated by the Client Materials, testimonials provided product. This includes only by Client. attributing expert language only to those persons who 17.3.1.2. The Script Deliverables may not be written to present are proper expert endorsers data or customer, expert or other endorsers words and and only attributing experiences out of context so as to distort in any way the customer endorsements to data or that endorser’s opinion or experience with the actual customers who have Product. Similarly, when drafting the Script Deliverables, actually used the product Writer shall only use testimonials, evidence and data that and have testimonial that may be substantiated as being representative of what represents what a typical consumers will generally achieve. If Writer chooses to customer can expect to include statements (either by celebrities, consumer experience while using the testimonials, experts or scientific findings or otherwise) product. Although this about the experience of the Product that does not adequately clause provides firm represent what most consumers will generally achieve, then guidelines for the writer and Writer agrees to include language, either spoken or written, narrows the creative that clearly and conspicuously discloses the generally universe at their disposal, expected performance in the depicted circumstances. these clauses do not remove the legal liability for false or 17.3.1.3. Writer agrees that if the Script Deliverables include misleading advertisements

endorsement language by what are represented, directly or by implication, to be actual customers, the Writer shall use the actual language of customers provide in the Client Materials in the Script Deliverables and draft the Script Deliverables to include the actual customers in both the audio and video. 17.3.1.4. Writer agrees that the Script Deliverables will only include language attributed to an “expert” if the Client Materials properly display proper evidence that the endorser’s qualifications give the endorser the expertise he or she is represented as possessing with respect to the endorsement. Further, Writer agrees to include language attributed to an expert if the Client Materials demonstrate that the endorsement is supported by an actual exercise of that expertise in evaluating the Product’s features or characteristics with respect to which he or she is expert and which are relevant to an ordinary consumer’s use of or experience with the product and are available to the ordinary consumer. In addition, Writer agrees to include language that the endorser is an expert only if the Client Materials must demonstrate that this endorser’s evaluation of the Product included an examination or testing of the product at least as extensive as someone with the same degree of expertise would normally need to conduct in order to support the conclusions presented in the endorsement. Writer agrees to include language showing expert comparisons in the Script Deliverables only if the comparison was include in the expert’s evaluation. 17.3.1.5. Writer may include language in the Script Deliverables creating a net impression that the advertised product is superior to other products with respect to any such feature or features, only if the Client Materials demonstrate that the experts, data, or customers in fact found such superiority. 17.3.1.6. Writer may include language in the Script Deliverables of an endorsement from an organization only if the Client Materials demonstrate that the organization’s endorsement was reached by a process sufficient to ensure that the endorsement fairly reflects the collective judgment of the organization, and if the organization is considered an expert, then the process must also have utilized an expert or experts recognized as such by the organization or standards previously adopted by the organization and suitable for judging the relevant merits of such products.

from the Company. The Company will remain solely liable for any legal ramifications resulting from their advertisement, marketing or endorsements made about their product.

17.3.1.7. If the Script Deliverables include testimony from an endorser who is neither represented as an expert nor is known to a significant portion of the viewing or listening public, then the Script Deliverables must also clearly and conspicuously disclose either the payment or promise of compensation prior to and in exchange for the endorsement or the fact that the endorser knew or had reason to know or to believe that if the endorsement favored Client and the Product some benefit (such as, but not limited to: an appearance on television; free products or services from Client; receiving a percentage of gross sales or profits) may have been extended to the endorser. 17.4.

Substantiation and Documentation of Claims Purported 17.4.1.1. Although Writer agrees to draft the Script Deliverables according to the following guidelines enumerated above, Client acknowledges and agrees that any legal opinions regarding the Product and the content of the advertisement shall be the sole responsibility of Client. All claims made about the Product, it’s uses, it’s effectiveness, and claims written in the Script to be stated, written or by endorsers shall be based upon such attributes of and claims made about the Product as have been documented or substantiated to satisfaction of both Client and Client’s legal counsel. Client shall be under a continuing obligation to provide (or cause to be provided), at Client’s sole expense, all such documentation and substantiation as both Client, Client’s legal counsel and Writer shall determine may be necessary to facilitate compliance with all applicable laws governing the advertising and marketing of Product.

17.5.

Testimonials:

17.5.1. Writer shall not be responsible for finding, attaining, providing financial support or other services or considerations with respect to all persons appearing in the Infomercial on-screen or on in any broadcast in any medium. 17.5.2. Writer agrees to draft script in accordance with the directions set forth in Section 18.4 above. 17.5.3. With regard to testimonials, Client hereby agrees to: 17.5.3.1. Furnish and pay all amounts (including, without

17.4 As stated in the annotation above 17.3, although this contract includes many formal guidelines and requirements for the writing of the script and places limits on the creative universe available to the writer, the ultimate responsibility for the advertisement/ endorsements’ compliance with FTC regulations regarding false and misleading advertising lies with the Company. Although the writer will be working with Company to create marketing materials that accurately and truthfully describe the product and customers’ experiences, the Company should be working with legal counsel to ensure that each advertisement, testimonial and/or endorsement is compliant with the FTC’s rules. Because the company has

limitation, any applicable guild, union or similar payments) due and payable to or on behalf of all persons appearing in, speaking in, or otherwise providing testimonial or acting services for the direct marketing campaign including, without limitation, any and all hosts and celebrities, experts, critic reviewers, and customers; and 17.5.3.2. Furnish and reimburse the expenses of any persons giving testimonials in the Infomercial; and 17.5.3.3. Obtain from all aforesaid persons all necessary or desirable agreements, permissions and releases including, without limitation, duly sworn affidavits attesting to the truth and accuracy of the individuals testimony (all in favor of Client, and in form and substance satisfactory to Client); 17.5.3.4. Be responsible and solely liable for the final approval of all testimonial statements used in the Services and the Script Deliverables including, without limitation, testimonial evidence, statistics, research and personal opinions either spoken, written, recorded, or digitally communicated; 18. Termination 18.1.

Termination

18.1.1. Either party may terminate this Agreement in the event the other party is in material breach upon ___ business days prior written notice, unless the party receives notice correcting the default within such ___ business day period. 18.1.2. The bankruptcy, insolvency or placing into receivership of any party hereto shall constitute a default. In the event that termination occurs before the expiry of this Agreement, then Writer shall be paid for all Services performed and Script Deliverables delivered up to date of termination in accordance with the terms of Schedule “C”. 19. Notice 19.1.

Notice

19.1.1. Any notice required or permitted to be given hereunder shall be in writing and shall be deemed given: (i) when delivered personally to any officer of the party being notified; or (ii) on the

final approval of all advertisements and endorsements and can make decisions on how their product will be marketed, the FTC may not inquire as to whether or not the Writer abided by contractual guidelines. Section 17.4 makes clear that the Company will be held liable for all false or misleading statements about the product regardless of whether or not the writer followed contractual guidelines. 17.5 It is the Company’s responsibility to find testimonials from customers whose statements accurately and honestly present what a typical customer will experience while using the product. Ideally, these testimonials will be received prior to writing the script so the testimonials can be included in the Client Materials presented to writer.

third business day after being sent by registered or certified mail, postage prepaid, facsimile or electronic mail, addressed as follows: 19.1.1.1. To the Client: [ADDRESS] 19.1.1.2. To the Writer” [ADDRESS] 20. Independent Contractors 20.1.

Independent Contractors

20.1.1. Writer is an independent contractor. Writer’s relationship as an independent contractor does not create an agency relationship. Writer shall not act as an agency of Client nor shall it be deemed an agent or employee of Client. This Agreement shall not be interpreted as creating a partnership or joint venture or otherwise. Neither part shall incur any obligation on the other’s behalf nor commit the other in any manner without obtaining prior written consent. 21. Force Majeure 21.1.

Force Majeure

21.1.1. Neither party hereto shall be responsible for any losses or damages to the other occasioned by delays in the performance or non-performance of any of said party’s obligations when caused by Acts of God, strike, acts of war, inability of supplies or material or labor or any other cause beyond the reasonable control of the said party at any time for performance of any services or shall be extended by the period of such delay. 22. Severability and Waiver 22.1.

Severability and Waiver

22.1.1. In the event any portion of this Agreement is deemed to be invalid or unenforceable, such portion shall be deemed severed and the parties agree that the remaining portions of this Agreement shall remain in full force and effect. 22.1.2. If a portion of this Agreement is severed, no waiver of any breach of any provision of this Agreement will be effective or binding unless in writing and signed by the party purporting to give the same. The waiver will be limited to the specific breach

waived unless otherwise provided in the written waiver. 23. Assignment 23.1.

Assignment

23.1.1. Except as expressly provided hereunder and in Section 27 of this Agreement, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either party without the prior written consent of the other party. 23.1.2. Client may assign this Agreement and its rights and obligations hereunder without the consent of Writer: 23.1.2.1. In connection with the transfer or sale to a Third Party of all or substantially all of the business of Client to which this Agreement 23.1.2.2. Relates, whether by merger, sale of stock, sale of assets or otherwise; or 23.1.2.3. To an Affiliate, provided, that such Third Party or Affiliate expressly agrees to be bound by all of the terms and conditions of this Agreement. 23.1.3. Pursuant to an assignment under the express conditions in this Section, in no event shall the assignment of its rights and obligations under this Agreement to any of its Affiliates or to any third party relieve Client of any obligations or liability hereunder. 23.1.4. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Except as otherwise specifically provided herein, this Agreement does not create, and will not be construed as creating, any rights enforceable by any Third Party. 24. Governing Law; Venue 24.1.

Governing Law

24.1.1. This Agreement shall be governed by and construed in accordance with the laws of the State of ______________. 24.2.

16.2 Venue

24.2.1. All actions and proceedings arising in any manner out of or from this Agreement will be litigated only in courts in ___________, and each party hereby consents and submits to the jurisdiction of any local, state or federal court located within said county and state, hereby irrevocably waiving any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding relating to this Agreement in said county and state and further irrevocably waiving any claim that said county and state is not a convenient forum of any such suit, action or proceeding. 25. Entire Agreement 25.1.

Entire Agreement

25.1.1. This Agreement, including the Schedules, sets forth the entire agreement between the parties with respect to the subject matter hereof and shall be amended only by a writing signed by the parties. 26. Counterparts; Facsimile 26.1.

Counterparts

26.1.1. This Agreement may be executed in counterparts in the same form and such parts so executed shall together form one original document and be read and construed as if one copy of the Agreement had been executed. 26.2.

Facsimile

26.2.1. Any party may execute this Agreement by delivery of a facsimile signature, which signature will have the same force and effect as an original signature. Any party, which delivers a facsimile signature, will promptly thereafter deliver an originally executed signature to the other party; provided, however, that the failure to deliver an original signature page will not affect the validity of any signature delivered by facsimile. 27. Enforceability 27.1.

Enforceability

27.1.1. This Agreement has been duly and validly executed and delivered by it and constitutes its valid and legally binding

obligation, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights and except as enforcement is subject to general equitable principles.

28. Time Is Of The Essence 28.1.

Time Is Of The Essence

28.1.1. Time and strict punctual performance are of the essence with respect to provisions herein concerning production, development, edits, reviews, delivery and payment.

IN WITHNESS WHEREOF the parties hereto have executed this Agreement effective this ____________ day of __________ 20___.

CLIENT Per: ____________________________ Authorized Signatory

WRITER Per: _____________________________ Authorized Signatory

SCHEDULE A: DESCRIPTION OF COMMERICAL WRITING SERVICES IDENTIFICATION Series Title: _____________________________________________ Program Title: ___________________________________________ Based On (if Applicable): __________________________________ FORM ( ( ( ( ( ( ( ( ( ( ( (

) Story ) Rewrite ) Sketch ) Commercial Openings and Closings ) Plot Outline – Narrative Synopsis of Story ) Polish ) Narration ) Format ) Short Form Commercial ) Long Form Commercial ) Blog Advertisement ) Narrative Script for Endorsement

TYPE OF PROGRAM ( ( ( ( ( (

) Episodic Series ) Unit Series ) Single Unit ) Strip/ 5 per week ) Quiz & Audience Participation ) Other Non-Dramatic

PROGRAM LENGTH: _________________ Minutes

METHODS OF PRODUCTION & DISTRIBUTION ( ( ( ( ( ( ( ( ( (

) Film ) Videotape/ DVD ) Live ) Network ) Syndication ) Pay TV ) Basic Cable ) Webisode ) Online posting ) Radio

DELIVERY OF WORK Name(s) and function of the person(s) to whom delivery of all work is to be made by Writer: _____________________________________________________ _____________________________________________________ ______________ Place where Delivery of all work is to be made by Writer: _____________________________________________________ _____________________________________________________ ______________

Name of Person who is authorized on behalf of Client to request Writer to perform rewrites of the work: _____________________________________________________ _____________________________________________________ ______________ Company shall give Writer written notice of any changes in the name(s) of the person(s) to whom delivery is to be made and/or the name(s) of the persons authorized to request rewrites.

If Writer has agreed to complete and deliver the work, and/or any changes and revisions, within a certain period or periods of time,

then such agreement will be expressed in the paragraph as follows

SPECIFIC MATERIALS UPON WHICH SERVICES ARE TO BE BASED, IF ANY, REFERED TO AS “CLIENT MATERIALS” (A COPY WILL BE SENT TO WRITER UNDER SEPARATE COVER):

SERVICES TO BE PERFORMED, INCLUDING NUMBER OF STEPS (e.g., story and first draft, two rewrites and a polish): For Step 1: ( ) Guaranteed ( ) Optional Writing Period: _________ Weeks Reading Period: _________ Weeks Payment Dues: $ _________ (50% Due on Commencement, 50% on Delivery) For Step 2: ( ) Guaranteed ( ) Optional Writing Period: _________ Weeks Reading Period: _________ Weeks Payment Dues: $ _________ (50% Due on Commencement, 50% on Delivery) For Step 3

( ) Guaranteed ( ) Optional Writing Period: _________ Weeks Reading Period: _________ Weeks Payment Dues: $ _________ (50% Due on Commencement, 50% on Delivery) For Step 4:

( ) Guaranteed ( ) Optional Writing Period: _________ Weeks Reading Period: _________ Weeks Payment Dues: $ _______________ (50% Due on Commencement, 50% on Delivery) Additional Steps (If Applicable):

___________________________________________________________ ___________________________________________________________ __________________________

SCHEDULE B: SCRIPT DELIVERABLES Details of Final Product to be produced by Writer – including specific format, edits, versions, ect.

SCHEDULE C: PAYMENT AND DELIVERY SCHEDULE