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BLIND SCRIPT AGREEMENT FOR ½-HOUR COMEDY

Subject to fulfillment (if at all) of the “Selection Contingency,” as defined in recital III below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, this sets forth the agreement (this “Agreement,” which includes this Blind Script Agreement for ½ Hour Comedy and all Exhibits hereto) between me (“Writer”) and Turner Pages, Inc. (“Company”): REFERENCE IS MADE TO THE FOLLOWING:

I. Turner Entertainment Networks, Inc., on behalf of its TNT and TBS basic cable networks (“Turner”) and The Black List (“Black List”) have agreed to collaborate to provide possible opportunities for aspiring diverse writers through a program called the Turner Script Initiative (the “Turner Program”) hosted by Black List on its Website (www.blcklst.com);

II. Writer has opted in to the Turner Program on the Site in the comedy genre and, in so

doing, Writer has elected to make available an original, existing script that has been hosted on the Site for potential consideration by Turner in determining whether to select Writer for this Agreement (which decision is exercisable in Turner’s sole discretion);

III. If (and only if) Writer is informed in writing by Turner that, pursuant to the Turner

Program, Writer has been selected by Turner for this Agreement (the “Selection Contingency”), then the following terms and conditions of this Agreement between Writer and Company (a WGA signatory) shall govern and apply:

A. CONDITIONS PRECEDENT. Notwithstanding anything to the contrary contained in this

Agreement, Company’s obligations under this Agreement are expressly conditioned upon and subject to the following: (i) Occurrence of the Selection Contingency (if at all), as defined and described in recital (III) above; (ii) Writer timely delivering, and Company receiving, four (4) executed originals of the Certificate of Authorship and Upset Price Agreement (as set forth on Exhibits “B” and “C” attached hereto and incorporated herein by this reference), separately transmitted to Writer; (iii) Writer timely delivering and Company receiving four (4) executed originals of this Agreement; (iv) Writer timely delivering and Company receiving a completed and certified Employment Eligibility Verification (Form I-9) and copies of required documentation from Writer, in compliance with the Immigration Reform and Control Act of 1986, as amended; (v) Writer’s timely delivering and Company receiving any and all documentation required by Company’s payroll company in a form reasonably satisfactory to Company; and (vi) Company’s receipt of documents evidencing clear “Chain-of-Title” to the “Pilot,” as those terms are defined below, in a form satisfactory to Company in Company’s sole discretion.

B. SUBMISSION PROVISIONS.

1. Submission Period: The “Submission Period” shall be the period commencing on satisfaction of the Conditions Precedent set forth in A(i) through (v) above

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(“Commencement Date”) and continuing thereafter until the earliest of: (a) the date which is three (3) months after the Commencement Date; or (b) Company’s approval of a “Writer Submission,” or mutual approval by Writer and Company of a “Company Submission,” or Company’s assignment of a “Designated Project” (as such terms are defined in Paragraph B.2 below) in accordance with the provisions hereof.

2. Submission and Selection Process:

(a) During the Submission Period, Writer shall submit exclusively to

Company, on a first look basis, all material created, owned or controlled by Writer or otherwise available for acquisition by Company, and all projects, ideas or notions of Writer which Writer desires to develop into a teleplay for a potential half-hour comedic television series pilot, regardless of the form of the material (individually and collectively, “Writer Submissions”), it being understood that Writer shall submit no fewer than three (3) Writer Submissions during the Submission Period. During the Submission Period, Writer shall not submit or cause to be submitted, directly or indirectly, any such material (as described in the immediately preceding sentence) to any person or entity other than Company for any purpose. Each Writer Submission shall include all information then known and available to Writer regarding said Writer Submission including, without limitation (if and as applicable): All authors (in addition to Writer, if any); a list of all underlying literary material and/or other property, if any, upon which the Writer Submission is based; and whether the Writer Submission has previously been submitted to any other network, producer, studio or other third party (other than The Black List) and, if so, to whom. Without limiting Writer’s representations and warranties set forth elsewhere in this Agreement, to the best of Writer’s knowledge, in the exercise of reasonable due diligence, all information submitted by Writer in connection with each Writer Submission shall be accurate and complete. Also, during the Submission Period, Company may (but shall not be obligated to) submit to Writer ideas (regardless of the form of the material) for development as potential television series in the half-hour comedy genre (individually and collectively, “Company Submissions”).

(b) Company shall have thirty (30) business days after receipt of each Writer

Submission in which to accept or reject the same as the basis for the Pilot hereunder, and Writer shall have fifteen (15) business days after receipt of each Company Submission (if any) in which to accept or reject the same as the basis for the Pilot, with failure by the applicable party to respond in writing within the applicable time period deemed a rejection (provided that Company shall have the right to extend its response period on any Writer Submission by an additional fifteen [15] business day period, upon notice to Writer). If either party timely accepts one of the other party’s Submission hereunder, then the applicable Submission shall be deemed the “Pilot” hereunder, subject to Company’s receipt and approval of the chain-of-title and all other third party rights and releases as Company may require, if any (collectively, “Chain-of-Title”). If and to the extent any materials comprising the Chain-of-Title to a Pilot are owned or controlled by Writer, then Writer shall assign all such rights to Company

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(the consideration for which to be included within the writing fee for the Pilot). If Company does not receive and approve the full Chain-of-Title within such period as Company deems necessary (in its sole good faith discretion), then Company may elect (in its sole discretion) to either: (i) Re-commence the submission process hereunder (as set forth in Paragraph B.2[a] and [b] hereof), or (ii) assign a project to Writer (including, without limitation, one of the Company Submissions) as the Pilot.

(c) If, upon expiration of the Submission Period, Company has approved

none of the Writer Submissions, and Writer has approved none of the Company Submissions (if any), then, within thirty (30) business days after the expiration of the Submission Period (“Company’s Designation Period”), Company may designate the idea, project or notion (which may or may not, at Company’s discretion, be a Company Submission previously submitted to Writer hereunder) for Writer as the basis for the Pilot pursuant to the provisions of Section C et seq. below (the “Writing Provisions”). If Company fails to provide Writer with a Designated Project prior to the expiration of Company’s Designation Period, then (i) Company shall have the right to designate the idea, project or notion for Writer as the basis for the Pilot within one (1) year following the expiration of Company’s Designation Period and Writer shall be obligated to render writing services in connection therewith pursuant to the Writer Provisions, subject to Writer’s binding pre-existing conflicting professional commitments.

(d) When the Pilot is designated pursuant to Paragraph B.2 (b) or (c) above,

Writer shall thereupon render writing and related services in accordance with the terms and conditions of the Writing Provisions hereof, and Company is hereby authorized to insert the then-current name/title of the Pilot on the Certificate of Authorship and Separate Upset Price Agreement.

3. Exclusivity: During the Submission Period, Writer shall remain exclusively

available to render writing services for the Pilot (i.e., the Blind Commitment Pilot shall be the next project for which Writer renders writing services), provided that Writer may, during such period, take non-conflicting, second position engagements. After the expiration of the Submission Period and the approval or Company’s selection of a submission to be the Pilot hereunder (and clearance of the Chain-of-Title and satisfaction of all other Conditions Precedent), Writer may submit to third parties any project ideas previously submitted to Company as Writer Submissions and rejected by Company, provided that Writer shall not provide writing services in connection with any such rejected project idea (or any project assigned to Writer by a third party) until four (4) weeks after all writing services with respect to the Pilot have been completed.

4. Submission Agreement: Writer acknowledges that Writer has read and accepted

the Submission Agreement accompanying the Turner Program and that the provisions of Paragraph 5 of said Submission Agreement shall apply to all Writer Submissions hereunder. Without limiting the provisions thereof, Writer understands and agrees that: (i) consideration of any Writer Submission is not an

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admission of the originality or propriety of said Writer Submission; (ii) Company is constantly developing programming and other ideas independently, both internally and with third parties and Company reserves all rights to develop any ideas and programming conceived independently, both internally and with third parties, without obligation to Writer (even if similar or identical to ideas contained in the Writer Submissions); and (iii) no confidential or fiduciary relationship is entered into between Company and Writer regarding the Writer Submissions.

C. WRITING PROVISIONS. If and when Company has designated a Pilot pursuant to

Paragraph B.2 above, the following provisions shall apply:

1. Pilot Writing Services.

(a) Engagement. Company hereby engages Writer, and Writer hereby accepts such engagement, to render writing services (“Pilot Writing Services”) in connection with the preparation of a story, a first draft teleplay incorporating any additional changes to the story if and as requested by Company, two (2) sets of revisions of the teleplay and (at Company’s option) a final polish for the Pilot (collectively the “Pilot Script”), as required by Company.

(b) Services/Exclusivity. The Pilot Writing Services shall commence on a date to be designated by Company, in its sole discretion, and shall continue until all writing services on the Pilot are actually rendered and fully and satisfactorily completed by Writer. Writer shall incorporate Company’s suggestions for changes in all drafts, revisions and any polish thereto and shall attend all rehearsals, program conferences and other meetings as required by Company. Writer shall be exclusive to Company during all periods covered by the Pilot Writing Services.

2. Pilot Writing Fee. In full consideration of all writing services actually rendered and fully and satisfactorily completed by Writer in connection with the Pilot, all rights now or hereafter granted to or otherwise acquired by Company, and all of the representations, warranties, and agreements of Writer in connection therewith, Company shall pay Writer (subject to employee not being in default hereunder): (a) the then-applicable minimum “upset price,” as set forth in the schedule contained in Article 16.B.5 of the applicable Writer’s Guild of America (“WGA”) Basic Agreement; plus, (b) if Company has elected to engage Writer to write a polish hereunder, then-applicable WGA minimum scale for such polish (sometimes, the “Polish Fee”) (the fees in [a] and, if applicable, [b] are collectively referred to as the "Pilot Writing Fee"), plus applicable WGA fringes. The Pilot Writing Fee (other than the Polish Fee) shall be payable as follows: ten percent (10%) upon the latest of Writer’s execution and delivery to Company of this Agreement, the Certificate of Authorship, Separate Upset Price Agreement or Writer’s commencement of writing services; twenty percent (20%) upon Writer’s delivery to Company of the completed story (including the revision to the story, if applicable); forty percent (40%) upon Writer’s delivery to Company of the first draft of the teleplay; fifteen percent (15%) upon Writer’s delivery to Company of the first set of revisions; and fifteen percent (15%) upon Writer’s delivery to Company of the second set of revisions. If Company has elected to engage Writer’s services on the polish, then the Polish Fee shall be payable upon

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Writer’s delivery to Company of the polish. In the event the Pilot is produced, to the maximum extent not prohibited by the WGA Agreement, the amount by which the Pilot Writing Fee exceeds two hundred percent (200%) of the minimum applicable compensation payable to Writer under the WGA Agreement as in effect on the date of Writer’s engagement hereunder shall be applied as an advance against any and all residuals, re-use fees and any other payments which might become due to Writer as a result of exploitation of the Pilot and/or Series in all media throughout the world in perpetuity. Except as otherwise specified herein, all residuals, re-use fees and other payments which might become due to Writer shall be payable at applicable WGA minimum. Basic cable residuals shall be paid to Writer in accordance with the so-called "Sanchez Formula."

3. Delivery. Writer agrees to complete and deliver the Pilot Script within the time period(s) specified by Company and in accordance with all of Company’s requirements and all of the other terms and conditions hereof. Writer acknowledges that time is of the essence of this Agreement and Writer’s agreement to deliver each required writing step in a timely manner is a material inducement to Company’s entering into this Agreement. All writing steps shall be delivered to Company (Attention: Michael Wright) as and when required by Company.

4. Form of Work. All material which Writer may write hereunder (including, without limitation, the Pilot Script) is sometimes referred to hereinafter as the “Work”.

(a) Separation of Rights. In the event that it is determined that Writer is entitled pursuant to Article 16 of the WGA Agreement to separation of rights with respect to the Work, Writer hereby acknowledges that the compensation payable to Writer under Paragraph C.2 hereof equals or exceeds the existing so-called "upset price" referred to under Article 16.B.5. of the WGA Agreement. Writer further acknowledges that Writer has negotiated with Company with respect to such matter and in consideration of the payment by Company to Writer of the sum of Fifty Dollars ($50), receipt of which is hereby acknowledged as full and complete consideration therefor, Writer has entered into and executed a separate agreement of even date herewith (hereinafter referred to as the "Separation of Rights Agreement" and attached hereto as Exhibit “B”) for the acquisition by Company of all rights reserved to Writer under said Article 16 (collectively “Reserved Rights”).

(b) Reserved Rights. In the event that for any reason the provisions of Paragraph C.4(a) above and/or the Separation of Rights Agreement are deemed ineffective to transfer to Company the Reserved Rights sought to be transferred thereby with respect to Writer's writing of the Work hereunder, Company and Writer alternatively agree as follows:

(i) The rights specified in Articles 16.B.2. and 16.B.3.e. of the WGA Agreement are among the rights acquired or to be acquired by Company hereunder. Accordingly, should it be finally determined that Writer is entitled to separation of rights, then upon occurrence of the event or events giving rise to a monetary obligation as measured by the applicable provision(s) of Articles 16.B.2. and 16.B.3.e., Company shall pay to Writer and Writer shall accept:

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(1) for theatrical motion picture, remake and sequel rights, the applicable minimum amounts required therefor by the WGA Agreement;

(2) for publication rights, the applicable minimum amounts required therefor by the WGA Agreement;

(3) for merchandising rights, the applicable minimum amounts required therefor by the WGA Agreement; and

(4) for interactive rights, the applicable minimum amounts

required therefor by the WGA Agreement.

There shall be no crediting of the compensation payable to Writer under Paragraph C.2 hereof against the payments described in Paragraphs C.4(b)(i)(1) through (4) above. In all other respects, however, it is understood and agreed that Company may credit any and all sums paid or payable to Writer hereunder against any and all amounts due Writer pursuant to Article 16 of the WGA Agreement or Paragraphs C.4(b)(i)(1) through (4) above by reason of Writer's entitlement to separation of rights.

(ii) Should it be finally determined that Writer is entitled to separation of rights, Writer will not use, exploit, exercise or authorize the use, exploitation or exercise of, and Writer will not dispose of, any Reserved Right(s) not transferred to Company until five (5) years from and after the date the Pilot and each Series episode is first telecast.

(iii) Without limiting the foregoing, to the extent any of the Reserved

Rights are not transferred pursuant to the foregoing, or revert to Writer pursuant to the terms of the WGA Agreement, Company shall have rights of first negotiation and last refusal in connection with the exploitation of such rights. In each such event, Writer agrees to negotiate exclusively with Company for the exploitation of any such right for a period of thirty (30) days, after which, in the event the parties have not reached an agreement, Writer shall be free to negotiate with third parties, provided Writer shall be required to submit any third party’s offer which Writer wishes to accept to Company and Company shall have the right to match such third party’s offer within thirty (30) days of its presentation in writing by Writer to Company. For purposes of such matching right, Company shall only be required to match such terms as can readily be matched by any company in the business of exploiting the applicable right.

5. Pilot Producing Services.

(a) Engagement. In the event Company elects to produce the Pilot based substantially on the Pilot Script, Writer is the sole writer of the Pilot Script, and Writer actually renders and fully and satisfactorily completes all of Writer’s writing services in connection with the Pilot, and Writer is not in

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default hereunder, then Writer shall be engaged, and Writer hereby accepts such engagement, to render producing services in connection with the Pilot. If the foregoing conditions are met except that Writer is not the sole writer of the Pilot Script, then Company shall have an exclusive, independent, and irrevocable option to engage Writer to render producing services in connection with the Pilot.

(b) Services/Exclusivity. Writer's services shall include all services customarily rendered by producers of first-class television series. Writer agrees to render such services in a competent, diligent manner, as, when and where required by Company, and in accordance with the instructions, control and directions of Company in all matters including those involving artistic taste or judgment. Writer's producing services shall commence, if at all, on a date to be designated by Company, in its sole discretion, and shall continue until all producing services are satisfactorily rendered and fully completed by Writer, as required by Company, in connection with the Pilot. Writer’s producing services on the Pilot shall be exclusive to Company during all phases of production.

6. Pilot Producing Fee. If Company engages Writer to render Pilot producing

services hereunder, then in full consideration for all producing services, if any, actually rendered and fully and satisfactorily completed by Writer in connection with the Pilot, all rights now or hereafter granted to or otherwise acquired by Company, and all of the representations, warranties and agreements of Writer in connection therewith, Company shall pay Writer (subject to Writer not being in default hereunder) Fifteen Thousand Dollars ($15,000). Said amount shall accrue and be paid as follows: one-third (1/3) upon commencement of principal photography on the Pilot; one-third (1/3) upon completion of principal photography on the Pilot; and one-third (1/3) upon delivery of the final print of the Pilot to the network. Notwithstanding the foregoing, if all the above conditions are met except that Company produces a presentation in lieu of a Pilot, then the amount of the producing fee referred to above shall be reduced by one-half (1/2).

7. Series Services.

(a) Producing Services.

(i) First Production Year. In the event Company elects to produce the Series, the Series is substantially based on the Pilot, Writer receives sole “Written by” credit on the pilot and sole “Created by” credit on the series (collectively, “Sole Credit”) (pursuant to final WGA writing credit determinations), and Writer actually renders and fully and satisfactorily completes all of Writer’s producing services in connection with the Pilot, and Writer is not in default hereunder, then Writer shall be engaged, and Writer hereby accepts such engagement, to render producing services in connection with all episodes produced during the first production year of the Series. If the foregoing conditions are met except that Writer shared “Written by” credit on the Pilot or will share “Created by” credit on the Series, or both (collectively, “Shared Credit”), then Company shall have a separate, exclusive, independent, and

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irrevocable option to engage Writer to render producing services in connection with all episodes produced during the first production year of the Series.

(ii) Second and Subsequent Production Years. In the event Company elects to produce the Series for a second production year, then Company shall have separate, exclusive, dependent and irrevocable options, each to engage Writer to render producing services in connection with the second production year and (at Company’s option) any additional production years of the Series. Each such option shall be exercisable (if at all) by written notice from a Business Affairs executive of Company.

(iii) Services/Exclusivity. Writer's services shall include all services customarily rendered by producers of a first-class television series. Writer agrees to render such services in a competent, diligent manner, as, when and where required by Company, and in accordance with the instructions, control and direction of Company in all matters including those involving artistic taste or judgment. Writer's producing services during each applicable production year shall commence, if at all, on a date to be designated by Company, in its sole discretion, and shall continue until all producing services are satisfactorily rendered and fully completed by Writer, as required by Company, in connection with the Series. Writer's producing services on the Series shall be exclusive to Company in all media and Writer shall not render any outside services which would interfere with the services to be rendered hereunder.

(b) Article 14 Services.

(i) Article 14 Services. Writer’s producing services shall include writing supervision, rewriting and polishing services and Company shall have the right to assign to Writer one or more original formats, stories and/or teleplays to write for the Series. If Writer is engaged to furnish services to write an original format(s), story(ies) and/or teleplay(s) for the Series, or if Writer submits and Company accepts for production an original format, story and/or teleplay, Writer agrees to execute and deliver to Company a separate agreement in the form of Company’s standard form Freelance Television Writer Agreement in connection with such writing services which will provide for the minimum compensation for such services required by the WGA Agreement. Writer’s services hereunder shall also include (if and as requested by Company) writing services in connection with promotional materials and “derivative new media production” (as defined in the WGA Agreement) related to the Pilot and/or Series (each a “DNMP”).

(ii) Article 14 Compensation. If Writer renders any writing services hereunder that subject Writer or Company to the provisions of Article 14 of the WGA Agreement, to the maximum extent

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permitted under the WGA Agreement, the appropriate minimum compensation for “a writer also employed in additional capacities” provided for in Article 14 of the WGA Agreement will be allocated to such services from and within and reduce dollar for dollar any and all compensation payable pursuant to Paragraph 9 of this Agreement. Compensation for Writer’s writing services (if any) on any DNMP shall be separately compensated at the applicable minimum rate for such services provided for in the WGA Agreement and will also be allocated to such services from and within and reduce dollar for dollar any and all compensation payable pursuant to Paragraph 9 of this Agreement. In connection with Writer’s WGA writing services only, Company agrees to make all requisite minimum contributions directly to the appropriate WGA pension, health and welfare plans on the basis of the compensation allocated to and actually paid by Company to Writer for such services, if any, at the minimum amounts specified in the WGA Agreement.

(iii) Other Uses. The compensation payable to Writer pursuant to this Paragraph C.7(b), if any, is an all-inclusive flat fee and shall constitute full and sufficient consideration for any and all uses of the Pilot and/or Series, and all episodes and elements thereof, in any and all media, now known and hereafter developed, throughout the universe, in all languages, in perpetuity, in all versions (including, without limitation, digitized versions) and for any and all purposes, including, without limitation, all reruns, foreign telecasts, theatrical exhibitions and exhibitions in any supplemental market and/or new media (now known or hereafter devised). Without limiting the foregoing, no additional compensation shall be payable for Writer’s services hereunder by reason of overtime, weekend work, holidays, reruns and the like, other than as explicitly required in connection with Writer’s WGA writing services pursuant to the WGA Agreement and expressly not allocable from other payments made or to be made hereunder. Additional compensation, if any, required to be paid a credited writer pursuant to the WGA Agreement for additional uses of the Series and/or any DNMP, including, but not limited to, reruns, theatrical release, foreign telecast and supplemental markets (as respects additional uses of any DNMP in any and all media, hereinafter “DNMP residuals”), shall be payable at the minimum rates specified in the WGA Agreement and Company shall be entitled to the maximum benefits to which an employer is entitled in connection with Writer’s WGA writing services and Company’s exploitation of the results and proceeds thereof. Without limiting the foregoing, the compensation payable pursuant to Paragraph C.7(b) of this Agreement shall, to the maximum extent permitted by the WGA Agreement, constitute an advance against all DNMP residuals to which Writer is or may at any time become entitled.

8. Series Compensation. If Company engages Writer’s producing services on the Series then the following shall apply:

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(a) Producing Fee.

(i) First Production Year. In full consideration for all producing services, if any, actually rendered and fully and satisfactorily completed by Writer in connection with all episodes produced during the first production year of the Series, all rights now or hereafter granted to or otherwise acquired by Company, and all of the representations, warranties and agreements of Writer in connection therewith, Company shall pay Writer (subject to Writer not being in default hereunder) Fifteen Thousand Dollars ($15,000) for each episode produced during the first production year. If while rendering writing services hereunder, Artist shall render services that would cause Artist to be classified as a “writer also employed in additional capacities,” as defined in Article 14 of the WGA Agreement, there shall be deemed allocated from the compensation payable to Artist the minimum applicable amount required to be paid pursuant to the WGA Agreement with respect to Artist’s employment as a writer also employed in additional capacities. The fee for Artist’s Series writing services hereunder shall be payable at a weekly rate based on a payment schedule established for the Series. The balance of the compensation shall be deemed allocated to Artist’s producing services and shall be paid upon completion (i.e., delivery) of each episode produced.

(ii) Second and Subsequent Production Years. If Company in its sole discretion, exercises its option to engage Writer’s producing services in the second and/or any additional subsequent production years of the Series, then in full consideration for all producing services actually rendered and fully and satisfactorily completed by Writer in connection with all episodes produced during the applicable production year of the Series for which Producer is engaged (if any), all rights now or hereafter granted to or otherwise acquired by Company, and all of the representations, warranties and agreements of Writer in connection therewith, Company shall pay Writer (subject to Writer not being in default hereunder) the following applicable amount for each episode produced during the applicable production year: Second Production Year: Fifteen Thousand Seven Hundred Fifty Dollars ($15,750); Each Subsequent Production Year: five percent (5%) cumulative increase. If while rendering writing services hereunder, Artist shall render services that would cause Artist to be classified as a “writer also employed in additional capacities,” as defined in Article 14 of the WGA Agreement, there shall be deemed allocated from the compensation payable to Artist the minimum applicable amount required to be paid pursuant to the WGA Agreement with respect to Artist’s employment as a writer also employed in additional capacities. The fee for Artist’s Series writing services hereunder shall be payable at a weekly rate based on a payment schedule established for the Series. The balance of the compensation shall be deemed allocated to Artist’s producing services and shall be paid upon completion (i.e.,

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delivery) of each episode produced.

9. Series Royalty. In the event Company produces the Series, the Series is substantially based on the Pilot, Writer receives “Written by” credit on the Pilot and “Created by” credit on the Series (pursuant to final WGA writing credit determinations), and Writer actually rendered and fully and satisfactorily completed all producing services in connection with the Pilot and the Series and Writer is not in default hereunder, then Company shall pay Writer a royalty for each new episode Company produces (excluding the Pilot and any other pilot programs) of Twenty-Five Hundred Dollars ($2,500) if Writer receives Sole Credit or One Thousand Two Hundred Fifty Dollars ($1,250) if Writer receives Shared Credit. The applicable amount, if any, as provided in the preceding sentence shall be referred to herein as the “Series Royalty”. The Series Royalty shall accrue and be paid upon completion of production, including without limitation post-production, of each such episode produced and shall apply against all WGA minimum sequel, character and so-called adapter's royalty payments.

10. Contingent Compensation.

(a) Participation. In the event Company produces the Series, the Series is substantially based on the Pilot Script and the Pilot, Writer receives “Written by” credit on the Pilot and “Created by” credit on the Series (pursuant to final WGA writing credit determinations), and Writer actually renders and fully and satisfactorily completes all of Writer’s producing services in connection with the Pilot and the Series, and Writer is not in default hereunder, then Writer shall be entitled to receive an amount equal to two and one-half percent (2-1/2%) of one hundred percent (100%) of Modified Adjusted Gross Receipts ("MAGR") derived from the exploitation of the Series if Writer receives Sole Credit, or (ii) one and one-fourth percent (1-1/4%) of one hundred percent (100%) of MAGR if Writer receives Shared Credit. The applicable percentage participation of MAGR as provided in the preceding sentence shall be referred to herein as “MAGR Participation”.

(b) Vesting Schedule. The MAGR Participation shall vest if and when (if at

all), the following respective conditions are fulfilled:

(i) twenty-five percent (25%) upon Writer’s full and satisfactory completion of all of Writer’s writing services in connection with the Pilot;

(ii) twenty-five percent (25%) upon Writer’s full and satisfactory completion of all of Writer’s producing services in connection with the Pilot;

(iii) twenty-five percent (25%) upon Writer’s full and satisfactory completion of all of Writer’s producing services in connection with all episodes produced during the first production year of the Series; and

(iv) twenty-five percent (25%) upon Writer’s full and satisfactory completion of all of Writer’s producing services in connection with

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all episodes produced during the second production year of the Series.

(c) Computation. If Company, in its sole discretion elects to assign the Pilot and Series (Including this Agreement) to a third party supplier. In such event, such third party supplier’s MAGR definition shall apply to Writer’s MAGR Participation and be substituted for Company’s MAGR definition as set forth herein. In the event Company does not assign the Pilot and Series to a third party supplier and produces the Pilot and Series “in-house”, then MAGR shall be defined and Writer’s participation, if any, will be accounted for and payable, in accordance with Company’s standard definition.

(d) Pay-or-Play. In the event Writer is engaged to render Writer’s services as

a producer in connection with the Pilot and/or the Series, and Company exercises its right to “pay” Writer rather than to "play" Writer (i.e., Company elects to pay Writer the applicable producing fee but does not require Writer to render Writer’s services as an producer), then that portion of the MAGR Participation that corresponds to the Pilot or production year, as applicable, for which Writer does not render services shall not vest and Writer shall have no right to receive such portion of the MAGR Participation.

11. Credit. Provided Writer is not in default hereunder, and subject to network and

guild restrictions and approvals, Writer shall be entitled to receive the following credit(s), if and as applicable:

(a) Writing Credit. All matters pertaining to writing credit shall be governed by the final credits determination of the WGA and the applicable provisions of the WGA Agreement;

(b) Producer Credit. With respect to the Pilot and each episode of the Series

for which Writer actually renders and fully and satisfactorily completes producing services, an on-screen credit to Writer as a producer or co-producer, in Company’s sole discretion.

(c) CAVCO. Writer acknowledges that the Pilot and/or Series may be produced outside of the United States. If produced in Canada as Canadian content, the above credits will be subject to CAVCO rules. Notwithstanding the application of any such CAVCO rules, all compensation hereunder shall be payable in the same manner and to the same extent as if such CAVCO rules were not applicable to credit hereunder. If any of the above credits cannot be accorded due to the then applicable CAVCO rules, the parties agree to negotiate in good faith respecting alternative credit to be accorded, to the extent permitted under CAVCO. In no event shall additional compensation be payable by reason of any change in or failure to accord credit by reason of the application of CAVCO rules.

All other aspects of Writer's credit shall be determined by Company in its sole discretion. Writer hereby expressly recognizes that in the event of a breach of

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Company's obligation under this Paragraph C.11, the damage, if any, caused to Writer thereby is not irreparable or otherwise sufficient to entitle Writer to injunctive or other equitable relief and Writer shall be entitled to seek money damages only.

12. Travel and Expenses. If Writer is required by Company to render producer services hereunder at an overnight location that is more than one hundred (100) miles from wherever Writer maintains a residence(s) ("Location"), the following shall apply: Company shall: (i) furnish and pay for, or reimburse Writer for the cost of, roundtrip transportation, if used, by air if appropriate, between such residence (or from wherever Writer may then be, if closer) and where such services are required; (ii) furnish and pay for or reimburse Writer for the cost of hotel accommodations, if available; (iii) provide Writer with per diem of Seventy-Five Dollars ($75); and (iv) furnish and pay for or reimburse Writer for the cost of ground transportation to and from all sets and airports that Writer is required to transit. Reimbursement for transportation, hotel and other expenses shall be subject to Company's usual expense accounting procedures. All travel arrangements, including, without limitation, the acquisition of airline tickets and the booking of accommodations, shall be made through Company's physical production or travel departments.

13. Annotation Guide. If and to the extent any material (including, without limitation, characters and characterizations) written hereunder is based, in whole or in part, on any real person, whether living or dead, and/or any actual event or incident, Writer shall deliver, concurrently with Writer's delivery of material to Company, a full and accurate annotation identifying the source of all factual material contained therein which concerns any actual individual, whether living or dead, or involves any "real life" incident (an "Annotation") in accordance with the guidelines provided in the Annotation Guide attached hereto and incorporated herein by this reference as Exhibit “D”. Writer shall also accurately provide such other information as may be reasonably required by Company for the purpose of permitting Company to evaluate the risks involved in the utilization of the Materials supplied by Writer.

14. Writing Team. If Writer has been engaged by Company to write the Pilot Script as a member of a “writing team,” then Writer hereby represents, warrants and agrees as follows:

(a) Writer represents and warrants that Writer is a bona fide "writing team" within the meaning of the WGA Agreement;

(b) All of Writer’s agreements, undertakings, warranties, indemnities and representations hereunder shall be joint and several with respect to each Writer;

(c) Any disability or default with respect to either Writer may, at Company's sole option, be treated as an event of disability or an event of default, as the case may be, with respect to both Writers, or only with respect to the applicable Writer. If Company elects to suspend or terminate only as to one (1) Writer, then the non-terminated or non-suspended Writer shall complete the rendition of services as provided herein and Company shall only be obligated to pay the non-terminated or non-suspended Writer a sum equal to fifty percent (50%) of the applicable amounts provided

Page 14 1343492.1  

herein (but in no event less than applicable minimum compensation permitted by the WGA Agreement); and

(d) All compensation and other sums payable to Writer under this Agreement constitute the combined total for Writer and, subject to Paragraph 14(c) above, shall be allocated and paid fifty percent (50%) thereof to each Writer.

15. General. Company’s Standard Terms and Conditions attached hereto as Exhibit “A” (the "Standard Terms") are by this reference incorporated herein and made a part of this Agreement. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, all of Company's obligations hereunder, including without limitation any obligation to engage Writer’s services, to pay fixed or contingent compensation to Writer, or to accord Writer credit, are subject to the Standard Terms. In the event of any conflict between the foregoing provisions of this Agreement and the applicable provisions of the Standard Terms, the foregoing provision(s) of this Agreement will govern.

TURNER PAGES, INC. By:_________________________________ Its:_________________________________

AGREED TO AND ACCEPTED: _________________________________ WRITER Name:____________________________ Address:___________________________ __________________________________ Nam I (WRITER) INDICATE MY AGREEMENT HERETO (INCLUDING ALL SCHEDULES AND EXHIBITS ATTACHED HERETO) BY CLICKING THE “YES” BUTTON ON THE SITE. I WILL HAND SIGN A VERSION OF THIS AGREEMENT AND RETURN IT TO COMPANY UPON REQUEST.

Exhibit “A” – Page 1 1343492.1  

EXHIBIT “A”

STANDARD TERMS AND CONDITIONS

These Standard Terms and Conditions (“Standard Terms”) are hereby incorporated within the Blind Script Agreement for 1/2 Hour Comedy (the “Underlying Agreement”) between Writer and Turner Pages, Inc. ("Company") (the “Underlying Agreement”), with respect to the development and possible production of a proposed one-hour television Pilot and possible Series project, as though fully set forth therein.

These Standard Terms, together with the Underlying Agreement and all exhibits attached thereto, shall be collectively referred to herein as the “Agreement”. Defined terms herein shall be deemed to have the same meaning as set forth in the Underlying Agreement or as otherwise specified hereinbelow. Except as otherwise expressly stated herein, in the event of any conflict between a provision of these Standard Terms and the Underlying Agreement, the provisions in the Underlying Agreement shall control.

I. RESULTS AND PROCEEDS:

A. All material of whatever kind or nature, at any time heretofore and/or hereafter written, created and/or furnished by Writer under this Agreement and/or in connection with the Pilot and/or Series (including, without limitation, all ideas, concepts, "gags", suggestions, stories, titles, characters, characterizations, dialogue, literary material, musical material and other material, whether in writing or not in writing), and all of the results and proceeds of Writer's services at any time rendered or to be rendered under this Agreement or in connection with the Pilot and/or Series (all such material and all such results and proceeds being referred to collectively as the "Material") are and will be solely created by Writer as a "work-made-for-hire" specially ordered or commissioned by Company for use as part of the Pilot and/or Series, with Company being deemed the sole author of the Material and the owner of all rights of every kind or nature, whether now known or hereafter devised (including, but not limited to, all copyrights and all extensions and renewals of copyrights), in and to the Material, in perpetuity, with the right to make all uses of the Material throughout the universe, in any and all media, whether now known or hereafter devised (it being the intention of the parties to confer upon Company the full economic benefit of exploitation in all media, as such media and others may evolve in the future), and all changes in the Material as Company, in its sole discretion, deems necessary or desirable. If, under any applicable law, the fact that the Material is a "work-made-for-hire" is not effective to place authorship and ownership of the Material, or any part thereof, in Company, then to the fullest extent allowable and for the full term of protection otherwise accorded to Writer under such applicable law, Writer hereby irrevocably assigns and transfers all rights in and to the Material (including, without limitation, all copyrights therein and all extensions and renewals of copyright) exclusively to Company in perpetuity, throughout the universe, in any and all media, whether now known or hereafter devised, including, without limitation, any and all right, title and interest of Writer in the Pilot and/or Series and any other works now or hereafter created containing the Material or any derivative thereof.

Exhibit “A” – Page 2 1343492.1  

B. Without limiting the foregoing, Company shall have the irrevocable right to use, refrain from using, change, modify, add to, subtract from, take from, translate, reformat, reprocess, exhibit, exploit and/or otherwise turn to account the Pilot and/or Series and the Material, and/or any part thereof, in any manner and in any and all media (including, without limitation, in and in connection with theatrical and non-theatrical motion pictures [including, without limitation, remakes and sequels], all forms of television, radio, legitimate stage, videodiscs, videocassettes and all other audio-visual devices, sound recordings, publications and merchandising [including, without limitation, theme/amusement parks], all forms of electronic publishing, interactive games and devices and video games), whether now known or hereafter devised, throughout the universe, in perpetuity, in any and all languages, as Company in its sole discretion shall determine.

C. Without limiting the foregoing, Writer hereby irrevocably assigns, licenses and grants to Company, throughout the universe, in perpetuity, the rights, if any, of Writer to authorize, prohibit and/or control the renting, lending, fixation, reproduction and/or other exploitation of the Pilot and/or Series by any media and means now known or hereafter devised as may be conferred upon Writer under applicable laws, regulations or directives, including, without limitation, any so-called rental and lending rights pursuant to any European Economic Community directives and/or enabling or implementing legislation, laws or regulations enacted by the member nations of the European Economic Community (collectively, "Rental and Lending Rights").

II. COMPANY'S RIGHTS:

A. Writer hereby waives all rights of "Droit Moral" or "Moral Rights of Authors" and any similar rights or principles of law which Writer may now or hereafter may have in the Material. Writer expressly acknowledges that many parties will contribute to the Pilot and/or Series and other works that will embody all or part of the Material. Accordingly, if under any applicable law the waiver or assignment by Writer of "Moral Rights" or "Droit Moral" is not effective, then Writer agrees to exercise such rights in a manner which recognizes the contribution of, and will not have a material adverse effect upon, such other parties.

B. It is specifically understood and agreed that as part of Company's rights as the sole and exclusive owner of the copyright and all rights of copyright renewal in and to the Pilot and/or Series throughout the universe, Writer hereby assigns to Company, or its designee(s), all right and interest in and to any royalty payments from the Pilot and/or Series to which Writer may be entitled pursuant to Sections 111(d) and 119 of the Copyright Act of 1976, as now existing or hereafter amended (the "Copyright Act"), or similar legislation or any system for the collection or distribution of retransmission royalties currently existing or which may hereafter be enacted or devised anywhere throughout the universe. Company, or its designee(s), may, for its own interests and the interests of Writer, make whatever application is necessary to petition for such royalty payments. Writer agrees to do all such acts and execute all such documents as Company may, in its sole discretion, desire or require in order to comply with the requirements of the Copyright Act, such similar legislation, or such other collection or distribution system.

C. Company, on the one hand, and Writer, on the other hand, acknowledge and agree that the following are in full and complete consideration of, and constitute equitable

Exhibit “A” – Page 3 1343492.1  

remuneration for, the Rental and Lending Rights: (i) Within the fixed compensation provided for in this Agreement, not less than 3.8% thereof shall be deemed allocated to the Rental and Lending Rights, and, if contingent compensation is payable pursuant to this Agreement, not less than 3.8% thereof shall be deemed allocated to the Rental and Lending Rights; (ii) any sums payable to Writer with respect to the Rental and Lending Rights under any applicable collective bargaining or other industry-wide agreement; and (iii) the residuals payable to Writer under any such collective bargaining or other industry-wide agreement with respect to home video exploitation which are reasonably attributable to sale of home video devices for rental purposes in the territories or jurisdictions where Rental and Lending Rights are recognized. If under the applicable law of any territory or jurisdiction, any additional or different form of compensation is required to satisfy the requirement of equitable remuneration, then it is agreed that the grant hereunder to Company of Rental and Lending Rights shall nevertheless be fully effective, and Company shall pay Writer such compensation or, if necessary, the parties shall in good faith negotiate the amount and nature thereof in accordance with applicable law; provided, however, that if and to the extent permitted by such law, all amounts described in (i), (ii) and (iii) above shall be applied against, and deducted from, any such additional compensation.

D. Company shall have the maximum rights, benefits and privileges permitted by all collective bargaining agreements applicable to the services rendered by Writer hereunder. If Writer is or shall become entitled to Separation of Rights in the Material or any portion thereof and if the writing fee paid to Writer is equal to or greater than the applicable "upset price" under the WGA Agreement, then Writer hereby expressly acknowledges that Writer and Company have bargained and negotiated in good faith for Company's acquisition of such rights, Company shall be entitled to all such rights in the Material, and Writer shall execute Company's separate Upset Price Agreement in connection therewith, for a separate consideration of Fifty Dollars ($50.00) paid to Writer. In determining whether the upset price has been paid, in the event Writer’s services are rendered on a week-to-week or term basis, then to the extent compensation to Writer exceeds the applicable money break set forth in Article 16.B.5 of the WGA Agreement, Company shall be entitled to allocate and charge off the compensation set forth in the Agreement towards the upset price. If for any reason Writer does not execute such Upset Price Agreement at the request of Company pursuant to the foregoing, then Writer hereby irrevocably appoints Company as Writer's attorney-in-fact with the full power and authority to execute such document on their behalf, which appointment is coupled with an interest. If the writing fee paid to Writer for Writer’s services is less than the WGA upset price, or in the event that for any reason the provisions above and/or the Upset Price Agreement are deemed ineffective to transfer the reserved rights sought to be transferred thereby, alternatively Writer hereby acknowledges that he/she has bargained for any and all reserved rights, including but not limited to theatrical rights, publication rights, merchandising rights and interactive rights in and to the Material or such portion thereof, as provided in the WGA Agreement, and that pursuant to such negotiation such rights shall be and are hereby assigned to Company subject only to payment to Writer of the minimum compensation specified in the WGA Agreement, if any, upon exploitation of any such separated rights. Without limiting the foregoing, to the extent any rights reserved to Writer under the WGA Agreement are not transferred pursuant to the foregoing, or revert to Writer pursuant to the terms of the WGA Agreement, Writer hereby agrees that Company shall have the right to purchase such rights for the minimum compensation required

Exhibit “A” – Page 4 1343492.1  

under the WGA Agreement. If no minimum compensation is set forth in the WGA Agreement then Company shall have a right of first negotiation/last refusal/matching right in connection with the exploitation of such rights, and Writer agrees to negotiate exclusively with Company for the exploitation of such rights for a period of thirty (30) days, after which, in the event the parties do not reach an agreement, Writer shall be free to negotiate with third parties provided Company shall have the right to match any third party’s offer within thirty (30) days of its presentation in writing by Writer to Company. For purposes of such matching right Company shall only be required to match such terms as can readily be matched by any company in the business of exploiting the applicable right.

III. NAME AND LIKENESS: Writer hereby grants to Company the irrevocable right, in perpetuity and throughout the universe, to use, and license others to use without additional compensation, Writer's name, voice, likeness, and biographical data in connection with the production, exhibition, advertising and other exploitation of the Pilot and/or Series, or any portion thereof (including, without limitation, in any documentaries, featurettes, promotional films and so-called "behind-the-scenes" programming and interviews) and all subsidiary and ancillary rights therein, and for the institutional purposes of Company and its Related Entities (as defined in Paragraph VI below), in any and all media (whether now known or hereafter devised), including, but not limited to, sound recordings in any configuration containing any material derived from the Pilot and/or Series, including, without limitation, all or any part of the soundtrack of the Pilot and/or Series, publications, by-products, merchandising and commercial tie-ins; provided, however, that in no event shall Writer be depicted as endorsing any product, commodity or service without Writer's prior consent. Notwithstanding the foregoing, it is understood and agreed that Company's use of Writer's name in a billing block on any item of merchandise or other material shall constitute an acceptable use of Writer's name which shall not require his/her consent. Behind-the-scenes footage and clips from the Pilot and/or Series and (subject to clearance from the owners thereof) from other programs for which Writer has rendered services may be utilized in connection with such promotional films and trailers without additional compensation to Writer.

IV. CREDIT: Company will give Writer credit in connection with the Pilot and/or Series in accordance with this Agreement and the provisions of the WGA Agreement, and otherwise as Company may, in its sole discretion, elect, including a larger or more favorable credit than that provided for in this Agreement, subject to network regulations and restrictions, it being understood that Company shall not be obligated to give Writer any credit except to the extent that Writer shall be entitled thereto pursuant to the Agreement and the provisions of the WGA Agreement. No omission, misplacement nor casual or inadvertent failure by Company or any third party to accord credit to Writer shall be deemed a breach of this agreement. Upon Company’s receipt of written notice specifying any failure by Company to give credit required hereunder, Company shall take reasonable measures to correct such failure with respect to prints or tapes manufactured thereafter, if any, and in advertising prepared thereafter, if any. Under no circumstances shall Company be required to recall any prints, tapes or advertising materials.

V. REPRESENTATIONS AND WARRANTIES: Writer hereby represents and warrants to Company as follows:

A. Writer has the right to enter into this Agreement and to grant to Company any and all of the services and rights set forth herein.

Exhibit “A” – Page 5 1343492.1  

B. Writer is not subject to any conflicting obligation or disability which will or might prevent or interfere with the execution and full performance of this Agreement by Writer.

C. Except to the extent that it is based upon material assigned to Writer by Company to be used as the basis therefor: (a) the Material is and shall be wholly original with Writer and no part thereof (other than minor or incidental material) is in the public domain; (b) the Material will not infringe upon or violate the copyright or common law rights or any other rights of any person or entity; (c) as far as Writer knows, or should have known in the exercise of due diligence, the Material does not and shall not defame or disparage any person or entity or infringe upon or violate the rights of privacy, publicity or any other rights of any kind or nature whatsoever of any person or entity; (d) except if and to the extent heretofore specifically disclosed by Writer to Company, neither the Material, nor any part thereof, is based upon any real person (whether living or dead) and/or actual incident or event, in whole or in part; (e) the Material is not the subject of any litigation or of any claim that might give rise to litigation; (f) Writer has not done, nor will do, any act or thing which does or would diminish, impair or otherwise derogate from the full enjoyment by Company of all of Company's rights in and to the Material; and (g) Writer has not heretofore assigned, conveyed, encumbered and/or otherwise disposed of or impaired any rights in and to the Material.

The terms of this Paragraph shall expressly survive the expiration or termination of this Agreement for any reason whatsoever.

VI. CLAIMS; INDEMNITIES:

A. If any claim, action, lawsuit or proceeding (each, a "claim") is brought or threatened alleging facts which, if true, would constitute a breach of any representation, warranty and/or covenant made by Writer under this Agreement, Writer shall immediately notify Company's Legal Department thereof in writing. Company agrees to immediately notify Writer of any claim received by Company alleging facts which, if true, would constitute a breach of any representation, warranty or covenant made by Writer under this Agreement. Writer agrees that Company shall have the sole right to control the legal defense against such claims, including, without limitation, the right to select counsel of its choice and to compromise or settle any such claim. Writer shall indemnify, defend (if Company so requests) and hold harmless Company, its parent, subsidiary, related and affiliated entities (including, without limitation, any entity which is controlled by, under common control with, or controls Company) (each, a "Related Entity" and collectively, "Related Entities"), and its and their respective employees, officers, directors, agents, assigns and licensees, from and against any and all claims, liabilities, obligations, costs, damages and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or in connection with a breach or alleged breach of any representation, warranty and/or covenant made by Writer under this Agreement. For purposes of the immediately preceding sentence, if the parties are unable to agree as to whether or not a claim or the losses resulting therefrom, including without limitation, amounts paid pursuant to a settlement made in good faith by Company, resulted from Writer’s breach, such matter shall be submitted by either party to arbitration pursuant to the provisions of Paragraph XII below unless otherwise determined by a court of competent jurisdiction.

B. Company agrees to indemnify, defend and hold Writer harmless from and against any

Exhibit “A” – Page 6 1343492.1  

and all claims, liabilities, obligations, costs, damages and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or in connection with material added to the Material by Company and/or the development, production, distribution and exploitation of the Pilot and/or Series except for: (i) any claims as to which Writer's indemnity under this Agreement (and/or under any other agreements relating to Writer's grant of rights to, and/or rendition of services for, Company and/or any Related Entity) applies; or (ii) any claims caused or contributed to by Writer's negligence or breach.

VII. REMEDIES:

A. In the event Writer is in default of any provision of this Agreement, in addition to any and all other remedies, whether at law, in equity or otherwise hereunder, which might be available to Company, Writer specifically acknowledges and agrees that the services, and the results and proceeds thereof, which Writer is providing to Company hereunder are of a unique, unusual, extraordinary and intellectual nature, giving them a peculiar value, such that the injury and damage resulting from any default by Writer cannot be adequately compensated by a remedy at law. Therefore, in addition to any other remedies which Company might have in the event of Writer's default, Company shall be entitled, as a matter of right, at Company's election, to injunctive and other equitable relief.

B. Company's remedies in the event of any default of this Agreement by Writer shall be cumulative and the exercise of one shall not preclude the exercise of any other remedy for the same or any other default. Company may recover by appropriate action and/or may withhold, deduct and retain from any compensation and/or payment payable to Writer under this Agreement and/or any other agreement between Writer, on the one hand, and Company and/or any Related Entity, on the other, the damages to Company arising from or in connection with any default.

C. In the event Company is in breach of any provision of this Agreement, Writer specifically acknowledges and agrees that the damage, if any, caused thereby will not be irreparable or otherwise sufficient to entitle Writer to injunctive or other equitable relief. Writer's rights and remedies in any such event shall be strictly limited to the right, if any, to recover damages in an action at law. Writer shall not be entitled by reason of any such breach to rescind this Agreement, to restrain Company's exercise of any of the rights granted to Company hereunder, or to restrain, enjoin or otherwise impair the development, production, distribution and/or exploitation of the Material, the Pilot and/or Series and/or any rights therein, in any media whatsoever, whether now known or hereafter devised, or any advertising, publicity or promotion in connection therewith, or any other use or exploitation by Company of all or any of its rights hereunder.

D. No waiver by either of the parties hereto of any failure by the other party to keep or perform any covenant or condition of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same, or a waiver of any other covenant or condition.

E. No action or omission of Company hereunder shall constitute an event of default or breach of this Agreement, unless Writer shall first notify Company in writing setting

Exhibit “A” – Page 7 1343492.1  

forth the alleged default and Company does not cure the same within fifteen (15) business days after receipt of such notice.

VIII. FORCE MAJEURE, INCAPACITY, DEFAULT: A. If Company’s normal business operations or the development or production of the

Pilot and/or Series is materially hampered, interrupted or interfered with by reason of an event of force majeure (as the term is used in the television industry) or by virtue of any other disruptive event which is beyond Company’s control or a labor dispute, strike or lockout (collectively, “force majeure”), Company shall have the right to suspend this Agreement pursuant to the provisions regarding suspension below. Company may terminate this Agreement at any time during the continuation of such force majeure event or prior to the resumption of full activity pursuant to this Agreement following the conclusion of such force majeure event regardless of whether Company shall have exercised the foregoing right of suspension. If this Agreement is terminated pursuant to any of the provisions of this paragraph, Company shall be released from and relieved of all further obligations and liabilities to Writer, other than Company’s obligation to pay Writer (subject to Company’s rights under this Agreement and at law) such compensation, if any, as may be due and payable to Writer hereunder at the time of such termination.

B. If (i) Writer shall be prevented from fully performing hereunder by reason of Writer’s illness, incapacity, death or other cause which would render Writer’s failure to perform excusable at law (“incapacity”); or (ii) Writer shall at any time fail or refuse to perform or comply with any of Writer’s material obligations or required services hereunder (“default"), and without limiting any other remedies available to Company, at law or in equity, Company shall have the right to suspend this Agreement pursuant to the provisions regarding suspension below. Company may terminate this Agreement at any time during the continuation of such incapacity or default regardless of whether Company shall have exercised the forgoing right of suspension and regardless of any other remedies that may be available to Company. If Writer claims that Writer is prevented from performing by reason of Writer’s incapacity, then Company may have Writer examined by a physician of Company’s choice, in which event a physician designated by Writer may also be present at Writer’s expense. If this Agreement is terminated pursuant to any of the provisions of this paragraph, Company shall be released from and relieved of all further obligations and liabilities to Writer, other than Company’s obligation to pay Writer (subject to Company’s rights under this Agreement and at law) such compensation, if any, as may be due and payable to Writer hereunder at the time of such termination.

C. A suspension pursuant to the terms hereof shall suspend the running of time of Writer’s services and Writer’s compensation under this Agreement. Without limiting the generality of the foregoing or any other remedies available to Company, at law or in equity, Company shall have the right (exercisable at any time), but not the obligation, to extend this Agreement (and postpone any option periods, option exercise dates and other dates, fixed or variable, set forth herein, if any, including without limitation dates [a] by which Company must or has a right to take any other action hereunder or [b] dates on which the priority of Writer’s services for Company changes) or advance (i.e., elect an earlier date for) the expiration of this Agreement, by a period of time equal to the aggregate length of all periods of suspension or any part thereof and, in the case of any extension, such reasonable additional amount of time required

Exhibit “A” – Page 8 1343492.1  

by Company to resume full operation. Company may by notice to Writer withdraw any suspension, in which event Writer shall resume services hereunder as specified in said notice. Writer shall not be entitled to any compensation for or during any period of suspension hereunder, except to the minimum extent required by the applicable guild agreement (if any), and the obligations of Company with respect to Writer’s guaranteed compensation (if any) shall be reduced proportionately. Notwithstanding anything to the contrary contained in this Agreement: (i) Neither the expiration nor the termination of this Agreement for any reason shall terminate, diminish or otherwise adversely affect Company's right, title and interest in and to (a) The results and proceeds of Writer's services under this Agreement; and (b) any other rights and privileges granted to Company pursuant to this Agreement and (ii) Writer's representations and warranties, and obligation to indemnify Company pursuant to this Agreement, and the provisions of Paragraphs VII C and IX of these Standard Terms and any other provisions which are said to survive the expiration or termination of the Agreement, shall survive any expiration or termination of this Agreement.

D. If more than one individual is engaged as Writer (“Team”) and should any right of suspension or termination arise as a result of the incapacity or default of any one of the Team, the remedies of Company may be exercised either as to the Writer with respect to which the incapacity or default applies or as to the Team, at Company’s election. Should Company elect to exercise its remedies only as to the Writer with respect to which the incapacity or default applies, the engagement of the other employee (or employees) shall continue and the fixed and contingent compensation otherwise payable thereafter to such other employee(s) shall be reduced proportionately (or appropriately, based upon such factors as the resultant change in Company’s reasonably anticipated benefits and payments and contingent compensation given to third parties who may substitute for the services of the incapacitated or defaulting party) as determined by Company in its sole but good faith discretion.

IX. PUBLICITY; CONFIDENTIALITY: Writer will not at any time issue or authorize any news story, magazine article or other publicity of any kind relating to this engagement, the Script, the Pilot and/or Series (and/or any production based thereon or adapted therefrom), Company or any Related Entities (and the respective agents, officers, directors and/or employees of any of the foregoing), without Company's prior written consent in each case (whether before, during or after the expiration or any termination hereof); provided, however, after Company makes a public announcement about a specific matter concerning the Pilot and/or Series, or makes an announcement, if any, about this Agreement, Writer may issue personal publicity primarily concerning Writer in which the Pilot and/or Series is mentioned incidentally, so long as such references to the Pilot and/or Series, Company and/or any Related Entities (and the respective agents, officers, directors and/or employees of any of the foregoing) are not derogatory and do not include any information Company has not previously released to the general public. Notwithstanding the above, in no event may Writer reveal the terms of this Agreement. Except with respect to information publicly available, Writer agrees that any information obtained during the course of, or in connection with, Writer’s engagement hereunder concerning Company’s business operations, strategies, future plans, financial affairs, or any other information concerning Company and/or its respective parents, subsidiaries and/or affiliated companies, is confidential and proprietary and Writer will not disclose any such information to any third party, except as may be required pursuant to judicial or administrative proceedings.

Exhibit “A” – Page 9 1343492.1  

X. FURTHER DOCUMENTS; ATTORNEY-IN-FACT: Writer shall execute any and all further documents or instruments and/or do such other acts as Company may deem reasonably necessary, desirable or proper to carry out the purposes of this Agreement. In the event Writer fails to take any action or execute any document or instrument so requested by Company within five (5) business days (or less, if required by the exigencies of production, distribution or exploitation) following Company's request and delivery to Writer of the applicable documents or within five (5) business days (or less, if required by the exigencies of production, distribution or exploitation) following Company's request for such other acts, Writer hereby appoints Company, or Company's designee(s), as Writer's attorney in fact to do all such acts and execute all such documents and instruments in Writer's place and stead, which power is coupled with an interest and is irrevocable.

XI. NO OBLIGATION TO PROCEED: Nothing contained in this Agreement shall require Company to utilize the services of Writer or to develop, produce, exhibit or otherwise exploit the Pilot and/or Series or to make any use whatsoever of the results and proceeds of Writer’s services. Company shall have the absolute right to terminate Writer’s services at any time without cause, and in such event or in the event that Company elects not to use Writer’s services pursuant to this paragraph, Company shall have fully discharged its obligations hereunder by paying to Writer the applicable compensation accrued, due and payable hereunder, and no contingent compensation of any kind shall become due to Writer unless if and to the extent expressly vested pursuant to the Underlying Agreement. Company shall have no liability for any other claim or claims of any nature, including, without limiting the generality of the foregoing, consequential or special damages as a result of Company’s exercise of its rights pursuant to this paragraph.

XII. GOVERNING LAW; ARBITRATION; EQUITABLE RELIEF:

A. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California applicable to contracts entered into and to be fully performed therein.

B. Subject to the provisions of Paragraph XII D below, and except to the extent that the WGA Agreement requires that a dispute regarding Writer’s writing services hereunder be resolved pursuant to WGA Agreement arbitration provisions or expressly permits either party to elect such resolution and such party elects such resolution (in either of which case such dispute(s) shall be resolved in accordance with the WGA Agreement arbitration provisions), any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration under the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered into in any court having jurisdiction thereof. Such arbitration will be commenced by sending notice to the opposing party under the AAA Rules and may be administered by the AAA or any other organization agreed upon by both parties. Unless the parties agree otherwise, the Optional Procedures for Large, Complex Commercial Disputes contained in the AAA’s Rules will be applied in all cases. In addition, and notwithstanding any of the foregoing, the arbitrator(s) shall have the authority to hear and grant a motion to dismiss and/or for summary judgment, applying the standards governing such motions under the Federal Rules of Civil Procedure and shall issue written opinions for both motions and final rulings of the arbitration.

C. If a party desires to commence an arbitration, it shall give the other party and the

Exhibit “A” – Page 10 1343492.1  

AAA written notice of such desire, and the parties shall jointly appoint one (1) arbitrator (who shall have experience in the series television industry). If the parties cannot agree on an arbitrator within thirty (30) days of such notice, then on the written request of either party to the AAA (a copy of which shall be simultaneously sent to the other party), such arbitrator shall be appointed in accordance with the AAA Rules; provided, however, that the panel from which the arbitrator shall be selected shall be the list of Los Angeles arbitrators set forth in the Directors Guild of America Agreement of 2005, as it may be amended. Pending a submission of a dispute to arbitration and, thereafter, until the arbitrator publishes an Award, the parties shall continue to perform all of their respective obligations under this Agreement without prejudice to a final judgment in accordance with the Award. Subsequent to the publishing of the Award, the respective obligations of the parties under this Agreement shall be modified only if and to the extent specifically mandated by provisions of the Award. Discovery and evidence shall be permitted and governed by the Federal Rules of Civil Procedure, as practiced in the Central District of California. The decision of the arbitrator (“Award”) shall be final and binding and may be used as the basis for judgment thereon in any jurisdiction. Except as provided in Paragraph VII above, neither party shall be entitled to commence or maintain any action in a court of law upon any matter related to the Agreement until such matter shall have been determined as hereinbefore provided and then only for the enforcement of the arbitration Award and/or the arbitration provisions set forth in this Paragraph XII.

D. Notwithstanding Paragraph XII B above, in the event Writer is/are in actual or anticipatory breach of any provision of this Agreement, Company shall be entitled to injunctive and other equitable relief to prevent and/or redress such breach, as more particularly set forth in Paragraph VII A above. In this regard only, the parties hereto agree to submit to the exclusive jurisdiction of the United States District Court, Central District of California, and the Los Angeles County Superior Court, located in Los Angeles, California. The parties agree that service of process by mail shall be effective service of same and such service shall have the same effect as personal service within the State of California and result in jurisdiction over the parties in the appropriate forum in the State of California. It is understood and agreed that in no event shall Writer be entitled to seek injunctive and/or other equitable relief, as more particularly set forth in Paragraph VII C above.

E. The provisions contained in this Paragraph XII shall survive the termination and/or

expiration of this Agreement.

XIII. FEDERAL COMMUNICATIONS ACT: Writer represents that Writer is aware that it is a criminal offense under the Federal Communications Act of 1934, as amended (“Communications Act”), for any person, in connection with the production or preparation of any television program to accept or pay any money, service or other valuable consideration for the inclusion of any plug, reference or product identification or other matter as a part of such program unless such acceptance or payment is disclosed in the manner required by law. Writer further understands that it is Company’s policy not to knowingly permit the acceptance or payment of any such consideration and that any such acceptance or payment will be cause of immediate dismissal, it being Company’s intention that the Pilot and each Series episode shall be capable of being broadcast without the necessity of any disclosure or announcement which would otherwise be required by Section 317 or Section 507 of the Communications Act. Writer represents,

Exhibit “A” – Page 11 1343492.1  

warrants and agrees that Writer has not paid or accepted, and will not pay or accept any money, service or other valuable consideration for the inclusion of any plug, reference or product identification or any other matter in the Pilot and each Series episode, and that Writer has no knowledge of any information relating to the Pilot and each Series episode which is required to be disclosed by Writer under Section 507 of the Communications Act. Writer further agrees that Writer will promptly deliver to Company, upon request, such affidavits and/or statements as Company may require with respect to said Section 507.

XIV. NOTICES: All notices (and statements and payments, if applicable) which either party hereto is required or may desire to give to the other party hereunder shall be in writing and shall be given either by personal delivery (which shall include by means of private overnight delivery services), telegram, telex (toll prepaid), telecopy or other electronic means or by registered or certified mail (postage prepaid), air mail if available. Such notices shall be deemed given on the date delivered, telegraphed, telexed, telecopied or otherwise delivered by electronic means or, if mailed, on a date three (3) business days after the date of mailing if mailed in the United States or five (5) business days after the date of mailing if mailed outside of the United States. All notices given hereunder to Writer shall be addressed to Writer at the address set forth on page 1 of the Agreement and to Company as follows (or to such other address[es] as such party may hereafter notify the other, in writing, in accordance herewith):

Turner Pages, Inc.

3500 West Olive Avenue, 15th Floor Burbank, California 91505

Attention: Executive Vice President, Business Affairs Facsimile: (818) 559-7953

and

Attention: Legal Department Facsimile: (818) 559-7956

If the date by which any notice is to be made occurs on a Saturday, Sunday, national holiday or a day in which the business operations of the party serving the notice are not open for a full business day (“Closed Day”), then such date shall be extended without notice until the end of business on the first day thereof which is not a Saturday, Sunday, national holiday or Closed Day.

XV. WORKERS' COMPENSATION: The rights and remedies, if any, of Writer and/or Writer's heirs, executors, administrators, successors and assigns against Company and/or Company's agents and/or employees by reason of injury, illness, disability or death arising out of and occurring in the course of this employment shall be governed by and limited to those provided under such Workers' Compensation statutes and neither Company nor Company's agents or employees shall have any other obligation or liability by reason of any such injury, illness, disability or death. If the applicability of any Workers' Compensation statutes to the engagement of Writer's services hereunder is dependent upon (or may be affected by) an election on the part of Writer and/or Company, such election is hereby made in favor of such application.

Exhibit “A” – Page 12 1343492.1  

XVI. ASSIGNMENTS:

A. Writer shall not have the right to sell, assign, transfer or hypothecate (all hereinafter referred to as "assign" or an "assignment") this Agreement, or delegate any of Writer's obligations hereunder, voluntarily or by operation of law, without the prior written consent of Company. Any such purported assignment or delegation without such prior written consent shall be null and void and of no force and effect.

B. This Agreement, or any part hereof, and Company's rights and privileges hereunder, or any part thereof, may be freely assigned and licensed by Company; and in the event of any such assignment or license, this Agreement shall remain binding upon Writer and inure to the benefit of any such assignee or licensee. Company shall remain secondarily liable for its obligations under this Agreement unless such assignment is to a so-called "major” motion picture producer or distributor or to a U.S. free, basic cable or pay cable television network which assumes in writing all of Company's obligations under this Agreement; or to a financially responsible party which assumes in writing all of Company's obligations under this Agreement.

XVII. UNION AGREEMENT; MEMBERSHIP:

A. To the extent that any provision of this Agreement conflicts with the mandatory provisions of any union, guild or other collective bargaining agreement of which Company is a signatory and which is applicable to Writer's services hereunder (each, a "Guild Agreement"), the provisions of the Guild Agreement shall prevail; provided, however, that in such event the provisions of this Agreement so affected shall be curtailed and limited only to the extent necessary to permit compliance with the minimum mandatory terms and conditions of the Guild Agreement. To the extent and during such periods as it may be lawful for Company to require Writer to do so hereunder, Writer is or shall become and remain a member in good standing of the guild or union, if any, which covers the services performed by Writer hereunder and if Writer fails, neglects or refuses to meet such requirement, Company shall have the right at Company's sole election (in addition to the exercise of Company's other rights and remedies hereunder), to terminate this Agreement, or to pay on Writer's behalf any required dues, fees or other payments to such guild or union. In the event of such payment, Company may deduct the amounts paid by Company from any compensation otherwise payable to Writer hereunder. Company shall be entitled to rely upon any facts, figures and other information furnished by such guild or organization with respect to any such failure or default on the part of Writer and shall not be liable to Writer for any payment or overpayment to such guild or organization based upon such facts, figures or other information, nor shall Company be under any obligation to take any steps whatever to reclaim or recover such payment or overpayment from such guild or organization. Nothing herein contained, however, shall be construed to prevent Writer from taking any such steps on Writer's own behalf.

B. Company shall pay directly to the applicable guild pension, health and welfare plan, if any, the employer’s contributions required by the applicable Guild Agreement with respect to Writer's engagement hereunder.

C. With regard to the services of Writer as are rendered under the coverage of any collective bargaining agreement, if any, to which Company is a signatory, including,

Exhibit “A” – Page 13 1343492.1  

without limitation, the WGA Agreement, Company shall be entitled to the maximum benefits and maximum rights permitted thereunder for the minimum required payment and to the extent the WGA Agreement requires additional payments to Writer hereunder, such additional payments shall be paid at the minimum rates required by the WGA Agreement. If Writer renders services hereunder as a writer also employed in additional capacities pursuant to the WGA Agreement, then from the amounts paid to Writer hereunder there shall be deemed to be allocated to Writer's services as a writer the appropriate minimum compensation for a writer also employed in additional capacities as specified in the WGA Agreement.

XVIII. COMMITMENTS TO OTHERS: Writer shall have no right or authority to, and shall not, employ any person in any capacity, nor contract for the purchase or rental of any article or material, nor make any commitment or agreement of any kind or nature whereby Company, or any Related Entity, shall incur any obligation or liability, without Company's prior written consent in each instance.

XIX. INSURANCE: Company may secure life, health, accident, cast or other insurance covering Writer, or Writer and others, and Writer shall have no right, title or interest in or to such insurance. Writer shall submit to usual and customary medical examinations for Company's insurance purposes (including, without limitation, self-insurance) and will sign (and cause Writer to sign) such applications and/or other documents reasonably required. Writer may have Writer's own physician present at any such examination at Writer's own expense. Company may terminate this Agreement without any further obligation or liability of any kind to Writer (other than payment to Writer of any unpaid compensation under this Agreement which has, as of the date of such termination, accrued and been earned by Writer in accordance with the terms and conditions of this Agreement) if: (1) any such examination establishes a substantial doubt as to Writer's physical ability to perform and/or complete Writer's services hereunder; or (2) if cast insurance covering Writer cannot be obtained for normal premiums and without exclusions (other than minor and customary exclusions). From the date two (2) weeks before the scheduled start date of principal photography until completion of all services required of Writer hereunder, Writer will not ride in any aircraft other than as a passenger on a scheduled flight of a United States or major international air carrier maintaining regularly published schedules, or engage in any extra hazardous activity without Company's written consent in each case. Writer shall be covered under Company’s E&O and general liability insurance policies with respect to any claims or liabilities which arise out of activities within the scope of Writer’s duties under this Agreement, to the extent Company maintains such coverage; however, the foregoing will not be construed so as to limit or otherwise affect any obligation, representation, warranty or agreement of Writer hereunder.

XX. MISCELLANEOUS:

A. Nothing herein shall create any association, partnership, joint venture or agency relationship between the parties.

B. Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law, statute, ordinance, order, regulation or provision of any applicable Guild Agreement, and wherever there is any conflict between any provision of this Agreement and any of the foregoing, contrary to which the parties hereto have no legal right to contract, such law, statute, ordinance, order, regulation or Guild Agreement provision shall prevail; provided, however, in such event: (1) The provision of this Agreement so affected shall be limited only to the extent necessary to permit

Exhibit “A” – Page 14 1343492.1  

compliance with the minimum legal requirement; (2) no other provisions of this Agreement shall be affected thereby; and (3) all such other provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid, illegal or unenforceable provision with a valid provision, the effect of which comes as close as possible to that of such invalid, illegal or unenforceable provision.

C. This Agreement constitutes the entire agreement between the parties and cancels

and supersedes all prior agreements and understanding between the parties relating to the subject matter hereof. This Agreement can only be modified by a written instrument executed by the parties hereto.

D. The descriptive headings of the paragraphs of this Agreement are for convenience only and do not constitute a part of this Agreement.

E. Neither the termination nor expiration of this Agreement shall relieve Writer nor Company of their respective obligations pursuant to any warranty or representation made hereunder.

F. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

END OF STANDARD TERMS AND CONDITIONS

Exhibit “B” – Page 1 1343492.1  

EXHIBIT "B"  

CERTIFICATE OF AUTHORSHIP

(DIRECT HIRE)

I, _______________________, hereby certify that, pursuant to a Blind Script Agreement (as such agreement may be amended, extended, renewed or replaced in connection with the Project [as defined below], the “Agreement”) between Turner Pages, Inc. (“Company”) and me for my services in connection with the development and possible production of a pilot and proposed series tentatively entitled “____________________” (“Project”):

1. All literary or other material of whatever kind or nature, written or to be written, furnished or to be furnished, by me (including, without limitation, any material created by me in connection with the Project prior to the date of the Agreement), and all of the results and proceeds of my services in connection with the Project (all such material and all such results and proceeds being referred to collectively as the “Material”) was and/or will be solely created by me as a “work-made-for-hire” within the scope of my employment by Company for use as part of the Project, with Company being deemed the sole author of the Material and the owner of all rights of every kind or nature, whether now known or hereafter devised (including, but not limited to, all copyrights and all extensions and renewals of copyrights), in and to the Material, with the right to make all uses thereof including, without limitation, all “rental and lending rights” and other rights to authorize, prohibit or control the fixation, reproduction or exploitation of the Material, in perpetuity throughout the universe, in any and all media, whether now known or hereafter devised, and all changes in the Material as Company, in its sole discretion, deems necessary or desirable. I hereby waive all rights of “Droit Moral” or “Moral Rights of Authors” and any similar rights or principles of law which I may now or hereafter have in the Material. It is agreed that my consideration for the Material and all rights therein (including, without limitation, the foregoing “rental and lending rights”) is included in the compensation to be paid pursuant to the Agreement. If, under any applicable law, the fact that the Material is a work-made-for-hire is not effective to place authorship and ownership of the Material and the Project, and all rights therein set forth above in Company, then, to the fullest extent allowable and for the full term of protection otherwise accorded to me under such applicable law, I hereby irrevocably and exclusively assign and transfer such rights to Company and, in connection therewith, any and all of my right, title and interest in the Project and any and all other works now or hereafter created containing the Material and/or any derivative thereof.

2. Subject to Article 28 of the WGA Basic Agreement (“WGA Agreement”), I warrant and represent that: (a) I have the right to execute this Certificate of Authorship (the “Certificate”); (b) except to the extent that it is based upon material assigned to me by Company to be used as the basis therefor, the Material is and shall be original with me and no part thereof (other than minor or incidental material) is in the public domain; (c) as far as I know, or should have known in the exercise of due diligence, the Material does not and shall not defame or disparage any person or entity or infringe upon or violate the rights of privacy, publicity or any other rights of any kind or nature whatsoever of any person or entity; and (d) as far as I know, or should have known in the exercise of due diligence, the Material is not the subject of any litigation or of any claim that might give rise to litigation. I shall indemnify and hold harmless Company, its parent, subsidiary, related and affiliated entities (each a “Related Entity”), and its and their respective employees, directors,

Exhibit “B” – Page 2 1343492.1  

officers, agents, assigns and licensees, from and against any and all claims, liabilities, obligations, costs, damages and expenses (including, without limitation, reasonable outside attorneys' fees and court costs) arising out of or in connection with a breach or alleged breach of any representation, warranty and/or covenant made by me under this Certificate or the Agreement. Company agrees to indemnify and hold me harmless from and against any and all claims, liabilities, obligations, costs, damages and expenses (including, without limitation, reasonable outside attorneys’ fees and court costs) arising out of or in connection with material furnished to me by Company specifically for use in the Material, or any alteration of the Material (whether by adding or deleting material, or otherwise) by Company and/or Company’s development, production, distribution and exploitation of the Project, except for (i) any claims as to which my indemnity under this Certificate or the Agreement (and/or under any other agreements relating to my grant of rights to, and/or rendition of services for, Company and/or any Related Entity in connection with the Project) applies or (ii) any claims caused or contributed to by my negligence or breach.

3. In any action or proceeding I may bring for any breach or alleged breach of the Agreement and/or this Certificate, or any other dispute arising out of or relating to the Project, the Material, or my services for Company, I acknowledge and agree that I shall not be entitled to any form of equitable relief (including, but not limited to, rescission, termination, a temporary restraining order, a preliminary injunction, a permanent injunction and/or specific performance) that would interfere with, hinder, stop, delay or impede the development, production, exhibition, distribution, marketing, promotion, or any other exploitation of the Project or the Material or any other results and proceeds of my services, or any parts or elements of, or other rights relating to, any of the foregoing. 4. I acknowledge that my services, however, are unique and of peculiar value. In the event of a breach by me, Company will be caused irreparable injury, which cannot be adequately compensated by money damages. Accordingly, Company shall be entitled, at its election, to injunctive relief to prevent and/or redress an actual or anticipatory breach by me of the Agreement and/or this Certificate in addition to its other rights to enforce the terms of the Agreement and/or this Certificate. 5. Subject to the provisions of Paragraph 6 below, any and all controversies, claims or disputes arising out of or related to this Certificate and/or the Agreement or the interpretation, performance or breach thereof (each a “Dispute”), including, but not limited to, alleged violations of state or federal statutory or common law rights or duties, and the determination of the scope, applicability, enforceability and validity of this agreement to arbitrate to the extent permitted by law (except as set forth in Paragraphs 4 and 6 herein) shall be resolved according to the procedures set forth in this Paragraph, which shall constitute the sole dispute resolution mechanism applicable to any Dispute. All Disputes not mutually resolved between the parties shall be submitted to final and binding arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act (“FAA”), except to the extent (and only to that extent), that the WGA Agreement requires that a Dispute be resolved pursuant to the WGA Agreement arbitration provisions or expressly permits either party to elect such resolution and such party elects such resolution, in which case such Dispute shall be resolved in accordance with the arbitration provisions of the collective bargaining agreement. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The parties agree that the costs of the arbitration will be shared pro rata to the extent

Exhibit “B” – Page 3 1343492.1  

permitted by law, including participation, if any, in the Optional Appeal Procedure. The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall have the authority to hear and grant motions to dismiss and/or motions for summary judgment/summary adjudication, applying the standards governing such motions under the Federal Rules of Civil Procedure and shall issue written opinions resolving such motions, if submitted. The arbitrator shall follow California substantive law and the Federal Rules of Evidence in adjudicating the Dispute. The arbitrator will provide a detailed written statement of the final decision, which will be part of the arbitration award (“Award”) and admissible in any judicial proceeding to confirm, correct or vacate the Award. Unless the Parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices with experience in matters involving the entertainment industry. Any party seeking enforcement of the final Award shall be entitled to an award of all costs, fees and expenses, including, without limitation, attorneys’ fees, incurred in enforcing the Award, to be paid by the party against whom enforcement is ordered. The parties and the arbitrator shall maintain the confidential nature of the arbitration proceeding and the Award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits or as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision; in all such cases, the parties shall use reasonable efforts to maintain the confidential nature of the proceedings. 6. Notwithstanding the provisions of Paragraph 5, either party shall be entitled to seek injunctive relief (unless otherwise precluded by any other provision of this Certificate or the Agreement) in the state and federal courts of Los Angeles County. In all such cases, the parties shall use reasonable efforts to maintain the confidential nature of the proceedings, as set forth in Paragraph 5 above; provided, however, that the party seeking injunctive relief in any such action may elect to forgo efforts to submit pleadings under seal if, in its/his/her reasonable judgment, this would materially prejudice its/his/her effort to receive prompt or effective relief. Furthermore, any Dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this Certificate or the Agreement), that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in Los Angeles County. The parties hereby consent to personal jurisdiction in said courts. 7. The parties waive the right to seek punitive damages for any claim arising out of or relating to this Certificate and/or the Agreement to the extent permitted by law. The parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.  

Exhibit “B” – Page 4 1343492.1  

8. The provisions of this Certificate shall survive the termination and/or expiration of the Agreement.

I have executed this Certificate as of ________________, 201__.

(sign) [“WRITER”]

AGREED TO AND ACCEPTED BY:

TURNER PAGES, INC.

By:

Its:

Exhibit “C” 1343492.1  

 

EXHIBIT “C”

SEPARATE UPSET PRICE AGREEMENT (Direct Hire)

[WRITER]

[ADDRESS]

Dear ______________:

In consideration of our payment to you of $50.00 and compensation equal to the "upset price" specified in the applicable Writers Guild of America Theatrical and Television Basic Agreement (the "WGA Agreement"), which upset price you acknowledge having been paid for writing services under the Blind Script Agreement between us (“Writer Agreement”) in connection with the television pilot and/or series currently entitled _______________________ (“Project”) it is hereby agreed that if in accordance with the WGA Agreement you ("Writer") shall be accorded Separation of Rights in the Project or any other literary material written by Writer pursuant to the Writer Agreement (collectively, the “Work”), then you hereby sell, grant, transfer and assign, exclusively, in perpetuity and throughout the universe, to us, our successors, licensees and assigns, all separated rights and related rights of every kind and nature in such Project and Work as are reserved to Writer by reason of Article 16 of the WGA Agreement (including, without limitation, publication rights, merchandising rights, theatrical rights, interactive rights, television series sequel rights, MOW sequel rights, and other reserved rights), subject only to our obligation to pay Writer applicable sequel payments at the minimum rates and upon all the applicable terms and conditions of the WGA Agreement. Very truly yours,

TURNER PAGES, INC.

By: ___________________________

Its: ___________________________

AGREED:

________________________________________ [WRITER]

Exhibit “D” 1343492.1  

EXHIBIT “D”

Annotation Guide

For each element in the written material (whether such element is a character, an event, a setting or a section of dialogue), furnish the following information by written notation in the margin:

1. Whether the element presents or portrays:

(a) An actual person or fact, in which case the note should indicate whether the person's name is real, whether (s)he is alive and whether (s)he has signed a release;

(b) Fiction, but a product of inference from fact; or

(c) Wholly fiction, not based on fact.

2. Source material for the element:

(a) Book;

(b) Newspaper, magazine or website article;

(c) Recorded interview;

(d) Trial or deposition transcript; or

(e) Any other source.

NOTE: Source material identification should give the name of the source (e.g., Los Angeles Times article), page reference (if any) and date. To the extent possible, identify multiple sources for each element. Retain copies of all materials, preferably cross-indexed by reference to page numbers. Coding may be useful to avoid repeated, lengthy references.

Descriptive annotation notes are helpful (e.g., the setting is on a golf course because Sam Smith often conducted his business during a game of golf - Atlanta Journal Constitution, May 3 1993 - page A7)]