Website Content Sale/Commission Agreement

BETWEEN

(1) JIGSYS ENTERTAINMENTS LTD ("the Web Portal")

(2) Contributing Artist ("the Artist”)

WHEREAS

A The Artist is the owner of all Intellectual Property Rights in the Works
B The Web Portal owns and operates the Website and has agreed to advertise for licence/sale the Works on the following terms:-

WHEREBY IT IS AGREED as follows:-

1 Interpretation

1.1 In this Agreement unless the context otherwise requires:-
‘Agreement’ means this document and any and all schedules hereto as the same may be amended modified or supplemented from time to time in accordance with these provisions

‘Commencement Date’ means the date of this Agreement

‘Confidential Information’ means any information relating to Web Portal's technology technical processes business affairs finances or any such information relating to any supplier customer or client of Web Portal where such information was received by the Artist during the period of this Agreement

‘Documents’ means all records reports documents papers and other materials whatsoever originated by or on behalf of the Artist pursuant to this Agreement

Website means www.jigfun.com

Work means the work owned by the Artist more particularly set out in The Schedule

2. Duration

The Artist shall make available the Work and shall continue to allow the Web Portal to advertise the same for an initial period of 12 months from the date of this Agreement unless the parties agree in writing to extend the duration of this agreement to a later date.

3 Obligations of the Artist

3.1 The Artist shall add to the Work during the term of this Agreement

3.2 Obey all lawful and reasonable directions of the Web Portal insofar as these are commensurate and fall within the remit of licensing and selling the Work

3.3 The Artist shall be responsible for all tax liabilities in respect of any payments made hereunder and shall indemnify Web Portal in respect of any claims that may be made by the relevant authorities against Web Portal in respect of any such demands or liabilities relating to the payments made by the Web Portal to the Artist

3.4 The Artist warrants that the Work is its own and that it owns all intellectual property rights within it. The Artist indemnifies and holds harmless Web Portal from and its respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal fees), arising out of or as a result of claims by third parties relating to any actual or alleged breach of intellectual property rights in the Work.

4 Payment of Commission

4.1 In consideration of the Artist advertising the sale of the Work through the Website, the Artist shall be paid 50% of any payments received by the Web Portal for the Work. All payments shall be exclusive of VAT

4.2 All payments to the Artist shall be made at the end of each month the payment is received to the pay pal account of the Artist

5. Termination

5.1 Subject to clause 2.1, this Agreement shall terminate automatically on the expiration of 1 year from the date of this Agreement

5.2 Upon the termination of this Agreement for whatever reason the Artist shall deliver to Web Portal all the Confidential Information and Documents and copies thereof in his possession custody or control (if any)

5.3 Termination of this Agreement for whatever reason shall not effect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other and all provisions which are expressed to survive this Agreement shall remain in force and effect

6. Assignment

6.1 The Artist shall not be entitled to assign transfer subcontract contract or in any other manner make over to any third party the benefit and/or burden of this Agreement

7. Miscellaneous

7.1 This Agreement shall be governed by and construed in accordance with English law and the High Court of Justice in England shall have non-exclusive jurisdiction in all matters pertaining hereto

7.2 If any provision or term of this Agreement or any part thereof shall become or be declared illegal invalid or unenforceable for any reason whatsoever such provision or term shall be divisible from this Agreement and shall be deemed to be deleted provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances

7.3 This Agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter hereof. Neither party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth in this Agreement. The terms hereof shall not be amended modified varied or supplemented except in writing signed by the parties or their duly authorised representatives

7.4 It is not intended to create any relationship of employer and employee between the parties nor that of principal and agent as a result of this agreement or otherwise; and no compensation shall be payable to the Artist on the termination of this agreement for any reason whatsoever

7.5 Any notice or other document to be given under this Agreement shall be in writing and shall be deemed to have been duly given if left at or sent by first class post registered post or facsimile to either party at the address or relevant facsimile number for such party or such other address as that party may from time to time designate by written notice to the other. All such notices shall be deemed to have been received by the addressee 10 working days following the date of dispatch if sent by post and simultaneously with transmission in the case of facsimile

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