270 Legal [Sample Agreements]

RE: “COWBOYS AND ALIENS” / Option and Acquisition of Rights Ladies and Gentlemen:

The following terms, and all exhibits attached hereto (all of which are made a part hereof and incorporated herein by this reference), constitute the agreement (”Agreement”) between Platinum Studios, LLC, a California limited liability company (”Owner”) and Escape Artists Productions, LLC (”Company”), with respect to the unpublished comic book series and related literary materials (except for publication of a comic book “Ashcan Mini Comic” in May of 1997]) entitled “Cowboys and Aliens” (”Work”), created by Scott Mitchell Rosenberg (”Author”), and owned by Owner, and registered for copyright in the United States Copyright Office by Platinum Studios as the copyright claimant on May 19,1997, Entry No. VAU-349-417 and registered for Trademark in the United States Office of Patents and Trademarks on February 24, 1998, as Entry No.2139278.

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2. PROPERTY. As used herein, the term Property shall mean all right, title and interest of every kind and nature in and to the Work whenever created, subject only to Section 10 below, including all past, present and future issues of the Work and all related treatments and intellectual property, and including without limitation all past, present and future copyrights, trademarks (subject only to Section 10 below), trade names, service marks, logos (and other marks and indicia of the Property) and other intellectual property rights or other rights of any kind relating thereto, whether now known or hereafter devised, and any renewals, extensions, restorations or resuscitations thereof, including without limitation all of the following:

2.1 Characters. Any and all characters (”Characters”) contained in the Work, excluding only any “Excluded Characters”, as defined in Section 10.1.2 hereinbelow. Owner represents and agrees that as of the date of signature of this Agreement there are no Excluded Characters except for the so called “Grays” as defined in Section 10.1.2 below. Owner further represents and agrees that none of the characters in the screenplay by Thompson Evans dated July 34, 2002 are “Excluded Characters” except for the so called “Grays”;

2.2 Individual Storylines. All plots, storylines, scenes, settings, incidents, titles, themes, contents, characterizations, dialogue, scenarios, special effects, translations, adaptations and other elements (including, without limitation, visual elements) created, described and/or appearing in the Work

2.3 Underlying Materials. All literary, dramatic or other material or copyrighted works of any nature on which the Work (i.e., the characters, themes, settings and stories) is directly based or derived from (a complete list of the currently existing materials comprising the Work is set forth in Schedule 1 and incorporated herein by this reference) subject to the limitations and reservation of rights set forth in Section 10.1.2;

2.4 Other Material. All literary, dramatic or other material or copyrighted works of any nature based on or derived from the Work; and

2.5 Documents: All contracts, agreements, assignments and instruments of every kind and character under which Owner may have heretofore acquired or may hereafter acquire any right, title or interest in or to the Work (a complete list of such currently existing documents is set forth in Schedule 2 and incorporated herein by this reference).

3. OPTION. Owner hereby grants to Company the sole, irrevocable and exclusive option (”Option”) to acquire from Owner, forever and throughout the universe and in any and all languages, the Rights (as defined in Section 8 below) in and to the Property.
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