Creative Network Terms and Conditions

STUDIONOW Filmmaker Services Agreement.

This Filmmaker Services Agreement was last modified on May 1, 2009 and is effective immediately.

THIS AGREEMENT is made by and between StudioNow, Inc. ("Company") a corporation organized and existing under and by virtue of the laws of the State of Delaware, and having an office and place of business at 4017 Hillsboro Pike, Suite 418, Nashville, TN, 37215 and ("Filmmaker") a party having a business as indicated in Filmmaker's online Company registration materials, said materials hereby incorporated by reference in this Agreement. StudioNow and Filmmaker are referred to herein collectively ("The Parties").

Background

StudioNow is engaged in the business of providing video and multimedia production and post-production services, including but not limited to on-location filming, editing, and animation to Customers via its StudioNow Internet Service. StudioNow services include but are not limited to on-location filming, editing of video, textual, audio and other Customer-provided media files and materials. Filmmaker has expertise and experience in areas beneficial to StudioNow and desires to provide services to StudioNow in those areas of expertise. In particular, it is the intention of Company to purchase and Filmmaker to provide, services relating to the production, post-production and processing of video and other media. Based on Filmmaker's experience, as represented to Company by Filmmaker in Filmmaker's registration and application materials, StudioNow desires to engage Filmmaker for a Project and Filmmaker desires to render such services for the Project on the terms and conditions set forth below.

IN CONSIDERATION of the foregoing and of the mutual terms set forth below, The Parties, intending to be legally bound, agree as follows:

1. Engagement as Filmmaker. StudioNow hereby engages Filmmaker, and Filmmaker hereby agrees to provide video and multimedia production and post-production services to StudioNow, upon the terms and conditions set forth herein.

2. Duties. Filmmaker shall perform the services detailed in Appendix A, Scope of Work, incorporated herein in its entirety.

3. Independent Contractor Status. The Parties recognize that Filmmaker is an independent contractor and that StudioNow will not incur any liability whatsoever as a result of Filmmaker's actions or failures to act. Filmmaker shall at all times disclose that he is an independent contractor of StudioNow. StudioNow shall not withhold any funds from Filmmaker's compensation for tax or other governmental purposes, and Filmmaker shall be responsible for the payment of same. Filmmaker shall not be entitled to receive any employment benefits offered to employees of StudioNow, including but not limited to: workers' compensation coverage; savings or profit sharing plans; stock option, incentive or other bonus plans; health, dental or life insurance coverage; and paid vacations. StudioNow shall not exercise control over Filmmaker.

Filmmaker hereby expressly represents and warrants that, in the absence of an express written agreement between Company and Filmmaker to the contrary, all work performed for Company under this Agreement shall be performed personally by Filmmaker.

1. Compensation. StudioNow shall pay to Filmmaker, as compensation for the services to be rendered, the amounts set out in Appendix B, Compensation, incorporated herein in its entirety.

Unless expressly agreed between The Parties herein, StudioNow shall not be obligated to provide a minimum number of hours of work, nor shall Filmmaker be entitled to receive any compensation for hours not actually worked.

StudioNow shall reimburse Filmmaker only for such expenses as are pre-approved by StudioNow.

1. Term. This Agreement shall commence on the date written above and shall continue until such time as either Filmmaker or StudioNow terminates the Agreement as provided below.

2. Termination. The Parties agree that either StudioNow or Filmmaker through written notice may terminate Filmmaker's engagement under this Agreement at any time for any reason or for no reason. Upon termination, Filmmaker shall deliver all completed work and Company shall pay Filmmaker for completed work.

3. Confidential Information. In the course of performing work under this Agreement, Company will provide to Filmmaker information and content regarding and belonging to Company's customers ("Customers"). Filmmaker hereby acknowledges and agrees that the ownership, including copyright rights to such Customer information and content, belong to Customer and/or Company.

"Confidential Information" means non-public information Company designates to Filmmaker as being confidential. Confidential Information includes all information Filmmaker reasonably knows to be Confidential Information. Confidential Information includes, without limitation, information in tangible or intangible form relating to and/or including StudioNow's technology, know-how, marketing or promotional activities, business policies or practices, and information received from others, including Customers, that Company is obligated to treat as confidential. For the purposes of this Agreement, all Customer content and Customer information provided to Filmmaker either directly by a customer and/or by Company be considered to be Confidential Information unless and until Company and/or Customer publishes such information or otherwise indicates to Filmmaker that the information is not Confidential Information.

Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Filmmaker's breach of any obligation owed Company; (ii) became known to Filmmaker prior to Company's disclosure of such information to Filmmaker pursuant to the terms of this Agreement; (iii) is or subsequently becomes known to Filmmaker from a source other than Company other than by the breach of an obligation of confidentiality owed to Company; or (iv) with respect to information other than customer information or customer content, is independently developed by Filmmaker.

Filmmaker shall: (i) refrain from disclosing a) any confidential Information of Company to third parties for seven (7) years following the date that Company first discloses such Confidential Information to Filmmaker; (ii) take reasonable security precautions, at least as great as the precautions Filmmaker takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of StudioNow; and (iii) refrain from using, including without limitation disclosing, reproducing, summarizing and/or distributing, Confidential Information of Company except in pursuance of Filmmaker's business relationship with Company, and only as otherwise provided hereunder.

Notwithstanding the obligations herein, Filmmaker may disclose Confidential Information of Company in accordance with a judicial or other governmental order, provided that Filmmaker either: (i) gives Company reasonable notice prior to such disclosure to allow Company a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

Filmmaker may disclose Confidential Information to its affiliates, employees and Filmmakers only on a need-to-know basis. Filmmaker will have executed or shall execute appropriate written agreements with its affiliates, employees and Filmmakers sufficient to enable Filmmaker to enforce all the provisions of this Agreement. Filmmaker shall notify Company immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Filmmaker and Filmmaker's employees, and will cooperate with Company in every reasonable way to help Company regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

Filmmaker shall, at Company's request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Filmmaker as Confidential Information, or at Company's option, certify destruction of the same.

1. Intellectual Property Rights. Filmmaker acknowledges that all works of authorship developed in the course of work performed pursuant to this Agreement and which are protectable by copyright, are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101 et seq.). To the extent that such works do not constitute works made for hire under operation of law, Filmmaker hereby assign all rights, title and interest in and to such works to StudioNow.

Filmmaker will provide StudioNow with all assistance reasonably requested by StudioNow to preserve its rights to the works of authorship and to obtain and enforce United States and foreign proprietary rights relating to any and all such works of authorship in any and all countries. To that end Filmmaker will, and/or will cause its employees to, execute, verify and deliver (A) such documents and perform such other acts (including appearing as a witness) as Filmmaker may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such proprietary rights and/or the assignment thereof, and (B) assignments to StudioNow or its designee of such proprietary rights. Filmmaker's obligation to assist StudioNow with respect to proprietary rights in any and all countries shall continue after the termination of this Agreement. In the event StudioNow is unable for any reason, after reasonable effort, to secure Filmmaker and/or Filmmaker's employee(s) signature(s) on any document needed in connection with the actions specified hereinabove, Filmmaker hereby irrevocably designates and appoints StudioNow and its duly authorized officers and agents as Filmmaker's agent and attorney-in-fact, to act for and on Filmmaker’s and Filmmaker's employee(s) behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this section with the same legal force and effect as if executed by Filmmaker and/or Filmmaker's employee(s). Such appointment is coupled with an interest. Filmmaker hereby waives and quitclaims to StudioNow any and all claims of any nature whatsoever which Filmmaker now or may hereafter have for infringement of any proprietary rights assigned by Filmmaker to StudioNow.

1. Legal Relief. In the event Filmmaker breaches, or threatens to breach any of the covenants expressed herein, the damages to StudioNow will be difficult to quantify; therefore, StudioNow may apply to a court of competent jurisdiction for injunctive or other equitable relief to restrain such breach or threat of breach, without disentitling StudioNow from any other relief in either law or equity.

2. Export Regulations. Filmmaker acknowledges his obligations to control access to technical data under the U.S. Export Laws and Regulations and agrees to adhere to such laws and regulations with regard to any technical data received or developed under this Agreement.

3. Adherence to Laws. Filmmaker agrees that in carrying out his duties and responsibilities under this Agreement, he will neither undertake nor cause, nor permit to be undertaken, any activity which either (i) is illegal under any laws, decrees, rules, or regulations in effect in either the United States or any other country in which StudioNow has a business interest; or (ii) would have the effect of causing StudioNow to be in violation of any laws, decrees, rules, or regulations in effect in either the United States or any other country in which StudioNow has a business interest.

4. Warranties & Representations. Filmmaker hereby represents and warrants to Company that (1) Filmmaker has the right and authority to enter into this Agreement, (2) Filmmaker has no conflicts or other obligations which would prevent Filmmaker from performing under this Agreement, (3) all services, work and deliverables to be performed hereunder shall be performed by him in a professional and workmanlike manner, in accordance with the highest industry standards, and (4) all works of authorship and/or inventions shall be original unless expressly identified as otherwise by Filmmaker to Company.

5. Indemnification. Filmmaker shall defend, indemnify and hold harmless StudioNow and its officers, directors, employees, agents, parent, subsidiaries and other affiliates, from and against any and all damages, costs, liability, and expense whatsoever (including attorneys' fees and related disbursements) incurred by reason of (a) any failure by Filmmaker to perform any covenant or agreement of Filmmaker set forth herein; (b) injury to or death of any person, any damage to or loss of property or any other loss, damage expense or liability that arises out of Filmmaker’s actions or failures to act in the performance of this Agreement, whether or not due to the negligence and/or willful acts of Filmmaker; or (c) any breach by Filmmaker of any representation, warranty, covenant or agreement under this Agreement. StudioNow shall have the right to offset against any fees or commissions due Filmmaker under this Agreement the amount of any indemnity to which StudioNow is entitled under this section.

6. Entire Agreement/Amendments. This Agreement replaces and supersedes all prior agreements, relating to the subject matter hereof, between The Parties to this agreement. No alteration, modification, amendment or other change of this Agreement shall be binding on The Parties unless in writing, approved and executed by Filmmaker and an authorized officer of StudioNow, whether by operation of law or otherwise.

7. Assignment. This Agreement is not assignable by Filmmaker, whether by operation of law or otherwise. This Agreement is freely assignable by Company.

8. Governing Law. This Agreement shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of Tennessee, and both parties further consent to jurisdiction by the state and federal courts sitting in the State of Tennessee.

9. Invalidity. The terms of this Agreement shall be severable so that if any term, clause, or provision hereof shall be deemed invalid or unenforceable for any reason by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining terms, clauses and provisions hereof, The Parties intending that if any such term, clause or provision were held to be invalid prior to the execution hereof, they would have executed an agreement containing the remaining terms, clauses and provisions of this Agreement.

10. Waiver of Breach. The waiver by either party hereto of any breach of the terms and conditions hereof will not be considered a modification of any provision, nor shall such a waiver act to bar the enforcement of any subsequent breach.

11. Background, Enumerations and Headings. The "Background," enumerations and headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.

12. Company Property. All Company property, including Customer Materials in the possession or control of Filmmaker will be returned by Filmmaker to StudioNow on demand, or at the termination of this Agreement, whichever shall come first.

13. Non-Solicitation. Filmmaker agrees for a period of two (2) years following termination of this agreement not to solicit, offer to hire and/or hire any Company employee.

IN WITNESS WHEREOF, The Parties have executed this Agreement effective the date first written above.

Appendix A: Scope of Work

I. Offer and Acceptance of Projects Company will, from time to time, offer to assign one or more Customer projects ("Project") to Filmmaker. Each offered Project requires certain Filmmaker expertise and experience. Each offered Project specifies a corresponding time frame and scope of work and/or budget for Project completion. Each Project will typically include the editing of video or other content. Filmmaker agrees to accept only those Projects for which Filmmaker has the required expertise and experience. Filmmaker agrees to accept only those Projects, which Filmmaker reasonably believes Filmmaker can complete and deliver to Company within the specified time frames. If Filmmaker accepts a Project and subsequently believes the project will not be completed within the specified time frames, Filmmaker agrees to inform Company in a timely and direct manner so that Company can take appropriate action.

II. Filmmaker's Communication with Company and Customers Filmmaker's general scope of work includes the following:

• Provide responses to all private messages from a Customer or StudioNow within one business day.

• Provide responses to all project-related communication, whether from a Customer or from StudioNow within 1 business day.

• Become familiar with and use/follow Company tools, processes and guidelines for the performance of Projects and for interactions with Customers, as may exist at the time of this Agreement and may be updated from time to time by Company.

III. Project Management For each Project offered by Company to Filmmaker and accepted for handling by Filmmaker, Filmmaker's scope of work will include the following:

• Complete the Project as defined by Company and Customer in a professional manner and in accordance with all schedule and/or budget considerations.

• Conduct him/herself in a professional and courteous manner

• Use the StudioNow Filmmaker Profile page to manage the Project.

• Use StudioNow's Payment Service for all financial processing.

• Adopt and implement StudioNow's anti-fraud and security measures.

• Maintain accurate records of all invoices and payments between us.

• Update Filmmaker's profile with Project, feedback and transaction amounts.

• Solicit customer’s feedback via the StudioNow rating system after a Project is completed.

• Report rating system violations by contacting StudioNow Customer Service.

• After a Project is completed, leave objective, balanced ratings and feedback.

• Retain all customer assets and final works for 90 days after project approval. Uploading project files and raw assets to StudioNow is required for all Channel Operation projects.

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