CO-PRODUCTION AGREEMENT (FOR TELEVISION SERIES) THIS AGREEMENT made effective as of the day of BETWEEN.

[NAME OF PRODUCER RESPONSIBLE FOR FINANCING] [address] ("Producer #1") - and [NAME OF PRODUCER RESPONSIBLE FOR ADMINISTRATION] [address] ("Producer #2") WHEREAS the parties wish to work together to develop, co-produce and sell a television series about [insert description], tentatively entitled " (hereinafter "the Series"). NOW THEREFORE it is mutually agreed by and between the parties hereto as follows: 1. Financing Producer #1 shall use best efforts to obtain production nancing for the Series and shall exercise sole and exclusive control over the disbursement of monies for all production, marketing, and distribution expenses. Nothing in this Agrqrinent shall obligate Producer #1 to produce the Series. 2. Services Provided Producer #2 shall provide administrative services, including but not limited to: (a) arranging for the facilities, equipment and personnel needed for the production of the Series, within the limits of the budget attached as Exhibit "A" to this Agreement and made a part hereof by reference; (b) procuring [describe literary, artistic or other proprietary materials that are needed for the used] for the Series; (c) procuring a signed depiction and location release for each person and location appearing in the Series; (d) using best efforts to arrange for the sale of the broadcast, cable, home entertainment, and ancillary rights to the Series in {name of country/countries} and in foreign territories; (e) using best efforts to secure advertising sponsors for the Series; (f) [add any other specic services to be provided by the producer responsible for administration]. 3. Compensation As full and complete compensation for the services provided pursuant to Section 2 hereof, Producer #2 shall be entitled to receive percent (_%) of all net profits derived from the Series. "Net

prots is defined as the amount of revenue remaining after all production, marketing, and distribution expenses, plus a reasonable reserve, have been recouped and accounted for in accordance with industry custom and practice. Prots shall be payable h. [insert pay period jbr prots, e.g. annually, semi-annually, etc} 4. Credit 4.1 For each episode which the parties co-produce, on a single card following thgwitroduction of the episode, the credit shall read: Produced by and " 5. Copyright Producer #1 shall be the sole copyright holder of the Series. Producer #2's contribution of services hereunder shall be considered a "work made for hire". 6. Accounting Producer #2 shall have the right to inspect and copy the books and records maintained by Producer #1 at all times, upon reasonable notice. At Producer #2's request, Producer #1 shall retain a Certified Public Accountant to prepare an annual financial report for all expenditures and revenues from the Series. Producer #1 shall provide Producer #2 with quarterly accounting statements from the date the Series begins to produce revenue. 7. Assignment Neither party may assign their rights and obligations pursuant to this Agreement without the prior written consent of the other party. 8. Independent Contractors The relationship between the parties hereto is that of independent contractors, and nothing herein contained shall be construed as to create a partnership, joint venture or employment relationship between the parties. Neither party shall have the right to bind the other without the express written consent of the party to be bound. 9. Warranties Producer #2 warrants and represents that (i) s/ he is free to enter into this Agreement, (ii) to the best of his/ her knowledge and belief, all the rights and releases necessary for production of the Series have been or will be secured, and (iii) the production of the Series will not violate or infringe on the rights of any

person, company, or corporation. Both parties agree that they shall not accept anfaromotional consideration unless disclosed to and approved by the other party. Both parties agree to indemnify and hold each other harmless for any breach of the warranties in this Paragraph, including claims, damages, and reasonable attorney s fees.