270 Legal [Sample Agreements]

Sin City License Agreement

This License Agreement (the “Agreement”), effective as of May 17, 2007 (the “Effective Date”), confirms the agreement by and between Frank Miller, Inc. (“FMI”), a New York corporation, and Red Mile Entertainment, Inc. (“Red Mile”), a Delaware corporation:

Recitals

A. Red Mile is a developer and publisher of interactive entertainment software, including video games.

B. Frank Miller (“Miller”) is the creator of the “Property” (as hereinafter defined).

C. FMI controls all video game and related rights to the Property.

D. Ground Zero Productions (“GZP”) writes, designs, and produces video games.

E. Union Entertainment LLC (“Union”) writes, designs, and produces video games and is otherwise active in the videogame industry.

F. FMI desires to license the “Rights” (as hereinafter defined) during the “Term” (as hereinafter defined) to Red Mile for the purposes of creating, developing, marketing, and commercially distributing one or more video games and other products based on the Property pursuant to the terms and conditions set forth in this Agreement, including, but not limited to, the participation and involvement of Union and GZP.

G. Red Mile desires GZP and Union to provide design, story, scriptwriting, and production services in conjunction with the creation, marketing, and distribution of the “Games” (as hereinafter defined).

H. FMI, Red Mile, GZP, and Union have entered into a Memorandum of Understanding dated as of July 17, 2006 (the “MOU”) which, upon the mutual execution hereof, will be superseded and replaced by this Agreement.
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