Sales Agreement This agreement is made and entered into on this day of , by and between Evolve Entertainment and Press Play Productions (who will be referred to as Company) and _________________________ (who will be referred to as Client for the remainder of this document) with reference to the following facts: Company is in business of, among other things, producing and creating advertising opportunities through the use of cable, radio, and internet media. In consideration of the mutual covenants herein contained and intending to be legally bound by the provisions of this Agreement, the parties agree as follows: SERVICE (Initial where applicable) _______ Client desires to have Company create and produce tv segments and /or advertisements in order to promote the products and/or services offered by the client. Client also desires to have Company air their show segment and/or advertisements throughout the Las Vegas valley on a local cable channel. Company agrees to air the Client’s segment and/or advertising content for the agreed upon length of time. ________ Client agrees to pay Company in accordance with the fee schedule attached to this agreement. Client is initially hiring Company to produce a __________ minute show segment and/or a _______ second commercial. ________ $__________ represents the total fee owed to Company in accordance with the terms of this agreement. By accepting this agreement, the Client or Client's authorized representative acknowledges that Client has read, understood, and accepted this agreement, that this agreement contains the entire agreement of the parties and that no other agreements, instruments or writings are in effect. Client ________________________________ Dated _________________ Client Address: ___________________________________________________________________ Work Phone: (___) _____________________ Fax (___) ________________ E-mail __________________________ Company Representative:___________________________ Dated _________________ Date of Order Type of Production Show Date Amount Description: · Company agrees to produce a tv segment and / or advertisement in a format useable for TV. · Client agrees to supply script, images with appropriate resolution, brochures and any other relevant sales material in order to aid in the creation of segment or advertisement when necessary. Client agrees that it will comply at all times with all applicable federal, state/provincial, or local laws, rules and regulations including any applicable card association or Automated Clearing House rules. · Client represents and warrants to Company that it is the owner and/or that it has full right and authority to use and disseminate all advertising content, information, data, graphics, text, video, music or other intellectual property which either forms a part of its advertising content, which is provided by Client or which is used by Client in its advertising or promotion. · Client understands and acknowledges that any animation or extensive graphic design will be billed at a rate no less then $75 per hour. Extensive graphic design is defined as motion or animated graphics and/or logo design. · Client is responsible for providing information which is timely, complete, truthful, and not misleading. Client will notify Company of any changes of ownership, regulatory actions or financial conditions that could materially affect Company rights under this Agreement. · Company has the right to decline any segment and/or advertising content Advertiser seeks to air by Company. Before a segment and/or advertisement is aired, Advertiser will approve all ads and their contents. · Client and its associates are strictly prohibited from providing, or soliciting to provide segment and/or advertising services to any of Company clients or past clients for a period of 36 months from the termination of the business relationship with Company. The parties have attempted to limit Client's right to compete only to the extent necessary to protect Company from unfair competition. Client also agrees to notify Company of their intentions to solicit similar advertising, show production, or commercial air time from Company’s competition. · Company may terminate this contract on a thirty (30) day written notice. · Company assumes no liability for disruptions of Company service, including but not limited to, cable outages, internet disruptions, extreme or severe weather conditions or any other causes in the nature of “Acts of God” or force majeure. Company shall not be responsible for any special, incidental, indirect, or consequential damages including any loss of profit, revenue, software, or data, even if Company is advised of the possibility of such damages. In any other case(s), Client agrees that it shall not be entitled to recover damages from Company which exceed the sum of the service fees paid to Company under this agreement for the one month prior to the event giving rise to the claim for damages. · Client agrees that it will comply at all times with all applicable federal, state/provincial, or local laws, rules and regulations including any applicable card association or Automated Clearing House rules. Client represents and warrants to Company that it is the owner and/or that it has full right and authority to use and disseminate all show and/or advertising content, information, data, graphics, text, video, music or other intellectual property which either forms a part of its advertising content, which is provided by Client or which is used by Client in its advertising or promotion. · Client agrees to indemnify and hold harmless Company, its affiliated companies, employees, officers, agents, and directors from any and all fines, penalties, losses, claims, expenses (including attorney fees and allocable costs of in-house counsel), or other liabilities resulting from or in connection with this Agreement. Company assumes no liability of Client for failure to comply with this Agreement and any results caused by the acts, omissions or negligence of Client, sub-contractor or an agent of Client or an employee of any one to them, including, but not limited to, claims of third parties arising out of or resulting from or in connection with Client's products or services, messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights. · Each party represents and warrants that it has the legal capacity and authority to enter into and perform its obligations under this agreement and that those obligations shall be binding without the approval of any other person or entity. Each person signing this agreement on behalf of a party represents and warrants that they have the legal capacity and authority to sign this agreement on behalf of that party. · The invalidity or unenforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. · If any dispute shall arise between Company and Client relating to any matter under this contract, including performance or interpretation, such dispute shall first be sent to non-binding mediation and if unsuccessful, then to binding arbitration, both in Las Vegas, Nevada under the rules and procedures of the American Arbitration Association. · This agreement shall be governed by, construed and enforced in accordance with the laws of the State of Nevada. This agreement constitutes the entire, full and complete agreement between the parties. This agreement may be modified only by writing and signed by both parties and which writing is identified for that purpose. In the event that any dispute goes to binding arbitration, the unsuccessful party shall pay the successful party in addition to all the sums either party may be called upon to pay, a reasonable sum for the successful party’s attorney’s fees incurred in connection with the arbitration and all subsequent proceedings.