270 Legal [Sample Agreements]

PRODUCTION SERVICES AGREEMENT

This PRODUCTION SERVICES AGREEMENT (“Agreement”) is made as of this 13th day of November, 2006 (the “Effective Date”), by and between CAUDILL AND ASSOCIATES, INC., a California Corporation, 1334 E Chapman Ave., Orange, California 92866 (hereinafter referred to as “PSC”) and UKARMA CORPORATION, a Nevada Corporation, 520 Broadway, Santa Monica, CA 90401 (hereinafter referred to as “Client”).

W I T N E S S E T H:

WHEREAS, Client has the right to cause to be produced an Infomercial, as defined herein, designed to advertise the Product, as defined herein;

WHEREAS, PSC is in the business of producing television Infomercials, including scripting, pre-production, production and post-production thereof, and can produce Infomercials specially created to advertise and sell the Product; and

WHEREAS, Client desires to utilize the services of PSC to produce an Infomercial designed to advertise and sell the Product, and PSC desires to produce such an Infomercial for and on behalf of Client;

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2. The Infomercial.

Subject to the provisions hereof, and commencing upon PSC’s receipt of the first payment due to PSC hereunder, PSC shall write the script for Client’s approval, and produce and direct the Infomercial in accordance with the following terms and conditions:

(a) The production schedule is attached hereto as Exhibit “A.” Any changes to such schedule shall be determined by the mutual agreement of the parties, such agreement not to be unreasonably withheld or delayed. The filming shall commence on or about January 4, 2007 and shall be completed no later than 35 days later, time being of the essence.

(b) The Budget for the Infomercial is set forth in Exhibit “B” annexed hereto and made a part hereof, and shall be funded as set forth in Paragraph 3 below.

(c) Client shall provide all samples of Product to be used in the Infomercial, including mockups, product photos, and TV-ready comps of the Product, if necessary, to be used for shooting purposes.

(d) With respect to persons appearing in the Infomercial on-screen, which persons are subject to the prior written approval of the Client: As between PSC and Client, PSC shall (i) furnish and pay from the Budget or otherwise all amounts (including, without limitation, any applicable guild, union or similar payments) due and payable to or on behalf of all persons appearing in the Infomercial except for those expressly listed in subparagraph (e) below, (ii) furnish and reimburse the expenses of any persons giving testimonials in the Infomercial, and (iii) obtain from all the aforesaid persons all necessary or desirable agreements, permissions and releases including, without limitation, duly sworn affidavits attesting to the truth and accuracy of the individual’s testimony (all in favor of Client, and in form and substance satisfactory to Client); and
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