TYPICAL TERMS & CONDITIONS

1. Independent Contractor.  It is understood and agreed between the parties to this Agreement that KAPLAN STUDIO is engaged by the Client as an independent contractor for the length of this Agreement.  Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on behalf of KAPLAN STUDIO.  KAPLAN STUDIO understands that it will not be entitled to any fringe benefits that Client provides for its employees generally, or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
   
   
2. Term.  The term of this engagement by KAPLAN STUDIO and pursuant to this Agreement shall be for a period of time as set forth in a “Production & Fee Schedule
   
   
3. Description of the Project.  KAPLAN STUDIO agrees to develop the project according to the terms listed on Exhibit B (the “Project Proposal”) attached hereto.  KAPLAN STUDIO is authorized to perform only the work as is set forth on the Project Proposal, and any subsequent agreements entered into between the parties.  Any changes to this Agreement or the Project shall be valid only if in writing and signed by both parties.
   
   
4. Delivery of Project.  KAPLAN STUDIO will use all reasonable efforts in the development of the Project and endeavor to complete and deliver to Client pursuant to the Production & Fee Schedule, provided, however, that payment and all requested materials and instructions have been received by KAPLAN STUDIO from Client.  Any delay in the completion of the Project due to actions, inactions, or negligence of Client; including, but not limited to, transportation delays, illness, or circumstances outside the control of KAPLAN STUDIO shall alter the delivery date.  KAPLAN STUDIO will make a reasonable effort to notify Client of any delays to the estimated delivery date as soon as possible.
   
   
5. Proofs.  Proofs, if required, will be presented for Client approval at each stage of development pursuant to the Production Schedule.  If revisions and/or alterations are required, a request must be made when proofs are returned to KAPLAN STUDIO.  Client acknowledges that it will not make alterations to the Project without first obtaining written consent from KAPLAN STUDIO, and that KAPLAN STUDIO will have the first option to make any requested alterations.  Reasonable edits, in conformity with the Project and based upon Client’s feedback will constitute acceptable delivery unless otherwise agreed upon in writing by both KAPLAN STUDIO and Client.  Proofs may be provided to Client in formats that differ from the final output as outlined in the Project.  Client acknowledges that colors, printing, quality, media type or any other element presented in the proof to Client may change upon final delivery and shall not constitute a breach or material deviation from the Project.
   
   
6. Additional Editing & Alterations.  Any requested changes to the Project after final acceptance of the Project by Client shall constitute additional editing and result in additional charges or fees to Client.  Additional charges for editing and changes after final acceptance of the Project, or for editing or alterations that are outside the scope of the original Project, shall be billed at a rate and upon such terms as agreed upon by both parties in writing.  All additional changes must be submitted and approved by both parties in writing.
   
   
7. Back-ups and copies of Project Files.  KAPLAN STUDIO shall not be responsible for maintaining any copies of Project source files, masters, materials or other media created by KAPLAN STUDIO for Client under this Agreement after any such materials have been turned over to Client.  It is Client’s sole responsibility to create back-up copies of any Project files received in order to preserve the integrity of their Project files and protect against unforeseen loss.
   
8. Reproduction of Project.  Depending ont he project Kaplan Studio and the client will agree to the following rights of use.
   
   
• Client is granted full and unlimited reproduction rights to the Project.
  
• Client is granted a one-time, limited use reproduction right for the Project in exchange for the compensation paid to KAPLAN STUDIO.  The Project shall not be reproduced in any format without the written consent of KAPLAN STUDIO.
  
• Client is granted unlimited use of the Project for the following uses:
  
• Promotional use by the Client for the Client’s Business or Operation
• Fundraising use by the Client for the Client’s Business or Operation
• Informational use by the Client for the Client’s Business or Operation
• Educational use by the Client for the Client’s Business or Operation
• Recruitment use by the Client for the Client’s Business or Operation
• Commercial or for-profit use by the Client for the Client’s Business or Operation

KAPLAN STUDIO retains the right to reproduce the Project in any form for marketing, future publications, competitions or other promotional uses.  KAPLAN STUDIO shall at no time reproduce the Project for use in commercial means or for-profit use.

Other: 

1. Use of Project for Promotional Purposes.  Client grants KAPLAN STUDIO the right to use the Project for promotional purposes and/or to cross-link it with other marketing venues developed by KAPLAN STUDIO, unless otherwise restricted in the specifications.
   
   
2. Right to Style or to Make Derivative Works.  Subject to Section 6.3, KAPLAN STUDIO has the exclusive rights in making any derivative similar works of the Project and any similarities between Client’s project and future projects constitutes KAPLAN STUDIO methods and style and shall remain the right of KAPLAN STUDIO.
   
   
3. Ownership of Masters, Media, and Source Files.  Except for Client’s proprietary material contained in the Project, Client acknowledges and agrees that KAPLAN STUDIO shall hold and retain all right, title, and interest in all original artwork, whether in draft, mock-up, concept or final development for the Project.  Client acknowledges that it has hired KAPLAN STUDIO for this Project and that all edited and final video, CD-ROMs, audio and DVD’S, and any other medium that captures this Project, will be subject to copyright by KAPLAN STUDIO.  Any unauthorized copying is strictly prohibited.  All equipment, supplies, cameras, edited or master media, or any original media produced during the execution of this Agreement shall remain the exclusive property of KAPLAN STUDIO.  All masters, film, tapes or other source materials shall remain the exclusive property of KAPLAN STUDIO, and will only be made available to Client for an additional fee.
   
   
4. Warranty of Originality.  KAPLAN STUDIO warrants and represents to Client that, to the best of its knowledge, the work contracted for and completed pursuant to the terms of the Project is original work and has not been previously published; or if necessary, that KAPLAN STUDIO has obtained the requisite consents to use such work; and that all work or portions thereof obtained through KAPLAN STUDIO from third parties is original, or, if previously published, that consent to use has been obtained on an unlimited basis.  KAPLAN STUDIO has full authority to make this Project, and the Project does not contain any libelous or unlawful matter.  This warranty does not extend to any uses that the Client or its assigns make of the Project. 
   
   
5. Compensation.  In return for a completed and delivered Project under this Agreement, Client shall compensate KAPLAN STUDIO, pursuant to the terms of the Production & Fee Schedule.  Each milestone under the Production & Fee Schedule is payable upon the Client’s acceptance of the deliverables.  All invoices are payable to KAPLAN STUDIO within 30 days of receipt. A 1½% monthly service charge will be added to all outstanding balances.  The grant of any license or right of copyright under this Agreement is conditioned on the receipt of full payment.
   
   
6. Default in Payment.  In the event Client fails to make any of the payments referenced, KAPLAN STUDIO has the right, but is not obligated, to pursue any or all of the following remedies:  (1) terminate the Agreement, (2) withhold all files, artwork, source, commitments or any other service to be performed by KAPLAN STUDIO for Client, (3) bring legal action, (4) immediately cease all work on the Project until payment in full is paid, or (5) any other such action that KAPLAN STUDIO deems necessary to protect its interest in the Project.  The Client acknowledges that it shall be responsible for all fees incurred by KAPLAN STUDIO, including without limitation, collection, interest, and reasonable legal fees, which are incurred by KAPLAN STUDIO in attempting to collect the amount owed as result of Client’s default in payment.
   
   
7. Cancellation Fees.  The Parties agree that cancellation fees are due based on the amount of work completed under the Project.  Client agrees to pay fifty (50%) percent of the final fee set forth on Production & Fee Schedule within thirty (30) days of notification that for any reason the job is cancelled or postponed before the final stage.  Client agrees to pay one hundred percent (100%) of the total fee despite cancellation or postponement of the job if the project has been completed.  Upon cancellation by Client, all rights to the Project revert to KAPLAN STUDIO, and all original resources must be returned, including other preliminary materials.
   
   
8. Credit Line.  Client shall provide KAPLAN STUDIO with a credit line suitable for video and all other accompanying materials, including DVD cases and labels prior to the start of the Project.  Client agrees to pay an additional thirty percent (30%) of the total fee, excluding expenses, for failure to include a credit line.
   
   
9. Additional Expenses.  Client authorizes KAPLAN STUDIO to use the following courier/shipping authorization with  payment code  for all shipping related matters as they pertain to this Project.  Client agrees to reimburse KAPLAN STUDIO for all expenses not defined within this Agreement, or the Project and exhibits thereto, including but not limited to the following expenses: props, travel expenses, DVD duplication, DVD cases and insert, DVD labels, music rights and royalties used within any video or DVD and any shipping expenses related to this Project if an authorization code is not provided herein.
   
   
10. Permission and Releases.  Client agrees to indemnify and hold KAPLAN STUDIO harmless against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Project at the request of Client for which no copyright permission or privacy release was requested, or for which the uses exceed the uses allowed pursuant to a permission or release.
    
    
11. Confidentiality.  Client and KAPLAN STUDIO acknowledge and agree that the Project and all other documents and information related to the development of the Project, excluding however, Client’s proprietary material, (the “Confidential Information”) will constitute valuable trade secrets of KAPLAN STUDIO. Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without KAPLAN STUDIOs’ prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information at any time.  KAPLAN STUDIO will not make any of the Project materials, whether in part or in whole available to the public domain or any third-party not authorized by Client prior to obtaining a written release from Client or verification that the Project materials have been made available to the public by the Client.
    
    
12. Limited Warranty and Limitation on Damages.  KAPLAN STUDIO warrants the Project will conform to the specifications requested by Client.  If the Project does not conform to the specifications, KAPLAN STUDIO shall be responsible for the timely correction of the Project, at KAPLAN STUDIO expense and without charge to Client in order to bring the Project into conformance with the specifications.  This warranty shall be the exclusive warranty available to Client.  Client waives any other warranty, express, or implied.  Client acknowledges that KAPLAN STUDIO is not responsible for the results obtained by Client’s use of any part of the Project.  Client acknowledges that KAPLAN STUDIO is not responsible for fixing problems on the Project, once mass-produced or after Client has tested, proofed and approved the Project in writing.  Except as otherwise expressly stated herein, Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages is the return of the consideration paid to KAPLAN STUDIO as set forth in the Production & Fee Schedule.  All Master Tape(s) or other source material created for the Project shall be stored at KAPLAN STUDIOs facilities for 1 year from the date of this Agreement.  KAPLAN STUDIOs reserve the exclusive right to destroy, delete, or otherwise dispose of any materials, whether Client provided or not that are still in KAPLAN STUDIOs possession after 1 year from the date of this Agreement.  Original materials provided to KAPLAN STUDIOs by Client shall be returned upon successful completion of the Project or to the last known good address for Client.
    
    
13. Materials, Logos, Graphics, and other Collateral.  Client agrees to make available to KAPLAN STUDIO, for KAPLAN STUDIO use in performing the services required by this Agreement, such graphical elements and materials as Client and KAPLAN STUDIO may agree in writing for such purpose.  Failure to provide KAPLAN STUDIO with such materials in the requested formats may result in additional delays or fees.

Waiver.  The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not be construed as a continuing waiver and shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

Good Faith.  Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

Indemnification.  Client warrants that everything, regardless of medium, that it gives KAPLAN STUDIO as part of this Project is legally owned by or licensed to Client.  Client agrees to indemnify and hold KAPLAN STUDIO harmless from any and all claims brought by any third-party relating to any aspect of the Project, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Client’s products/services, material supplied by Client, copyright infringement, and defective products sold via the Project.

Attorney’s Fees.  In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual reasonable attorney’s fees and reasonable associated costs, including expert witness fees.

Notices.  For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing, shall be deemed to have been duly given when delivered or unless otherwise specified, mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed as follows