POST-PRODUCTION SERVICES AGREEMENT

Agreement ("Agreement") by and between Company A, Inc. ("Owner") and

Company B, LLC ("Post-Production Company"), dated as of August 10, 2016, in connection with
the feature film currently entitled "FilmName" (the "Picture").

POST-PRODUCTION SERVICES. Subject to the terms hereof, Owner hereby engages

Post-Production Company to render and to engage others to provide facilities and personnel for
purposes of editing and providing other post-production services with respect to the visual
elements of the Picture. The provided services (the “Services”) include, without limitation, those
items described on Exhibit “A” attached hereto and incorporated by this reference.

REQUIREMENTS. All business and creative decisions in connection with the post-
production of the Picture shall be subject to the final approval of Owner, including, without
limitation, all elements for the Picture.

OWNERSHIP OF PROJECT. Owner shall at all times be the sole, exclusive and
perpetual owner of all right, title and interest in and to the Picture and the copyright, trademark
and the intellectual property rights therein and of all physical and intangible elements thereof, and
the results and proceeds of all services rendered in connection therewith in whatever stage of
creation or completion as may exist, throughout the universe, in perpetuity, and Post-Production
Company shall not at any time own the same. The results and proceeds of Post-Production
Company's services shall be considered a work-made-for-hire for Owner. Post-Production
Company expressly waives the benefits of any so-called "droit moral" or any similar law or
provision. If for any reason the ideas, expressions, concepts and materials created by Post-
Production Company are deemed not to be works-made-for-hire for Owner, Post-Production
Company hereby grants, assigns and transfers to Owner the results and proceeds of its services
and all rights therein to Owner, irrevocably and in perpetuity. Post-Production Company reserves
no rights in the Picture whatsoever.

LAWS AND PERMITS. Post-Production Company shall comply with all applicable laws,
statutes, ordinances, rules, regulations and requirements of all governmental agencies and
regulatory bodies, and shall duly and promptly apply for and provide all necessary consents,
licenses and permits which may be required from any thereof in relation to the production of the
Picture.

RESIDUALS. Post-Production Company agrees that each employment agreement

entered into by Post-Production Company which is subject to a collective bargaining agreement
shall provide that the payment of residuals shall be at scale (Post-Production Company shall
provide Owner with all applicable residual schedules).

COMPENSATION. As full and complete compensation and consideration for all of its
services hereunder, Post-Production Company shall receive, and agrees to accept, the
compensation as described on Exhibit “A.”

POST-PRODUCTION COMPANY'S REPRESENTATIONS AND WARRANTIES.

Post-Production Company represents, warrants and covenants that:

Post-Production Company has the right, power and authority to enter into this
Agreement, to grant the rights herein granted and to perform fully all of its obligations and

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agreements hereunder; Post-Production Company has acquired or will have acquired all rights
necessary to vest in and grant to Owner all rights vested in and granted or agreed to be granted to
Owner hereunder;

It has not taken or authorized or failed to take, and it will not take or authorize or
fail to take, any action which might derogate from or otherwise impair any rights granted herein
or which interferes with the full and complete performance of Post-Production Company's
obligations hereunder;

Post-Production Company has entered into or will enter into valid and binding
written employment agreements (in a form acceptable to Owner) with all persons rendering
services in connection with the Picture. Any and all services rendered by said persons shall be
furnished and rendered as employees-for-hire of Post-Production Company [or its designee (i.e.,
any applicable payroll company)] who, as said persons' employer, shall have and fulfill all
responsibilities of any employer, including, without limitation, those arising under any workers'
compensation laws and other legal requirements or any applicable Guild Agreements. Except as
expressly set forth to the contrary in this Agreement, Post-Production Company hereby agrees to
make or cause to be made when due all payments of compensation which may be required to be
remitted to persons or entities rendering so called below the line services or furnishing equipment,
facilities, rights or other material to Post-Production Company in connection with the Picture and
to make such deductions and withholdings from and payment on account of such compensation as
are required or permitted to be deducted and withheld from or paid on account of compensation
paid to said persons and entities under the provisions of applicable laws or regulations or Guild
Agreements;

None of the rights herein granted or agreed to be granted to or vested in Owner

has been sold, assigned or transferred by Post-Production Company to any third party and all said
rights are free of any liens, claims, and encumbrances whatsoever in favor of any third party.
None of said rights or any right to exercise the same has been or will in any way limited,
diminished or impaired by the exercise by Owner of its rights hereunder; there being no claims,
litigation or other proceedings pending or threatened adversely affecting Owner's rights
hereunder;

Excluding any material provided by Owner to Post-Production Company for the

express purpose of its inclusion in the Picture, neither the Picture, nor any part thereof used in the
Picture or its advertising and promotion, nor the exercise of any right, license or privilege granted
to Owner hereunder, violates or infringes upon the rights of any third party, or results or will
result in any other liability; and

Post-Production Company will not violate any guild or governmental rate,

regulation or law including, Section 507 of the Federal Communications Act which makes it a
criminal offense for any person in connection with the production or preparation of a picture or
program intended for broadcast to accept or pay, or agree to accept or pay, money, service, or
other valuable consideration for the inclusion of any matter or thing as part of such picture or
program, without disclosing the same to the producer thereof prior to the telecast of such picture
or program.

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 INDEMNIFICATION.

Post-Production Company shall at all times indemnify and hold harmless Owner,
its parent, subsidiary and affiliated companies, successors, licensees and assigns and their
respective officers, directors, shareholders, employees, partners and agents against and from any
and all claims, damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees
and costs (whether or not in connection with litigation) (collectively or alleged "claims")
(i) arising out of the exercise of any rights granted herein or out of any breach or alleged breach
by Post-Production Company of any representation, warranty, covenant or other provision hereof
made by Post-Production Company, or (ii) asserted by or on behalf of any person or entity by
reason of any breach of contract or tort committed by Post-Production Company, including,
without limitation, such a claim arising from any accident, injury, death or property damage
resulting from any negligence or fault on the part of Post-Production Company (provided, that if
Post-Production Company is not the only party which is finally determined to be negligent or at
fault in connection therewith, Post-Production Company's indemnification obligation shall be
limited to the percentage allocated to Post-Production Company's share of such negligence or
fault). Owner shall promptly notify Post-Production Company in writing of each such claim.
Owner may set off against any monies payable to Post-Production Company the amount of any
liability of Post-Production Company to Owner under this Paragraph 8.

Owner shall at all times indemnify and hold harmless Post-Production Company, its
parent, subsidiary and affiliated companies, successors and assigns and their respective officers,
directors, stockholders, employees, partners and agents against and from any and all claims
(i) arising out of any breach by Owner of any representation, warranty, covenant or other
provision hereof made by Owner, or (ii) asserted by or on behalf of any person or entity by reason
of Owner's failure to perform its obligations, including, without limitation, credit obligations,
residual obligations, deferred compensation obligations, and the payment of contingent
compensation (provided that the same have been approved in accordance with the requirements
hereof), in connection with any agreement entered into pursuant to the requirements of
Paragraph 6 hereof. Post-Production Company shall promptly notify Owner in writing of each
such claim.

NOTICES. All notices required hereunder shall be in writing and shall be given by mail or
sent by messenger, fax or email.

MISCELLANEOUS:

(a) Illegality. Nothing contained herein shall require the commission of any act or the
payment of any compensation which is contrary to an express provision of law or the policy of
express law. If there shall exist any conflict between any provision contained herein and any such
law or policy, the latter shall prevail; and the provision or provisions herein affected shall be
curtailed, limited or eliminated to the extent (but only to the extent necessary to remove such
conflict, and as so modified, this Agreement shall continue in full force and effect.

(b) Governing Law. This Agreement shall be construed in accordance with the laws of
the State of California applicable to agreements which are executed and fully performed within
said State.

(c) Entire Agreement. This Agreement expresses the entire agreement between Owner
and Post-Production Company with respect to the terms and conditions for the rendition of Post-

Post-Product.Ser.Agr. 3
Production Company’s services and replaces and supersedes all previous arrangements,
understandings, representations, or agreements, either oral or written, regarding the subject
matter hereof.

(d) Assignment. Post-Production Company agrees that Owner and its assignees shall
have the right to assign this Agreement, in whole or in part, or any of Owner’s rights or
obligations hereunder, at any time to any. Post-Production Company shall not have the right to
assign this Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement as of
the date and year first indicated above in Los Angeles, California.

"Post-Production Company" "Owner"

COMPANY B, LLC COMPANY A, INC.

By: _________________________ By: _________________________

Its: _________________________ Its: _________________________

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 Exhibit “A”
Services Detail

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