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Video Game Development Agreement

This Video Game Development Agreement (the "Agreement") is entered into as of the _____ day of ___________, 20___ (the "Effective Date") by and between Ethan Knight ("Client") and Lucas Stone, an independent game developer ("Developer"). The parties agree as follows:

1. Scope of Work

1.1. Project Description

Developer shall design, develop, and deliver to Client a video game (the "Game") in accordance with the specifications outlined in Exhibit A (the "Specifications") attached hereto and incorporated herein by reference. Developer shall provide all necessary services, materials, and deliverables to complete the Game in a professional and workmanlike manner, consistent with industry standards.

2. Milestones and Schedule

2.1. Milestones

The Game shall be developed and completed in accordance with the milestones and deadlines defined in Exhibit B (the "Milestones") attached hereto and incorporated herein by reference. Developer shall provide periodic milestone updates and deliverables to Client as specified in the Milestones.

3. Fees and Payment

3.1. Fees

Client shall pay Developer a total sum of $_____ (the "Fees") for the satisfactory completion of the Game. The Fees shall be payable in accordance with the payment schedule defined in Exhibit C (the "Payment Schedule") attached hereto and incorporated herein by reference. All payments shall be made in United States currency.

4. Intellectual Property Rights

4.1. Grant of Rights

Subject to Developer's receipt of all Fees due hereunder, Developer hereby grants to Client an exclusive, perpetual, irrevocable, transferable, sublicensable, worldwide license in and to all intellectual property rights in the Game, including without limitation, all rights to reproduce, distribute, publicly perform, publicly display, create derivative works of, and otherwise use the Game in any medium and for any purpose, whether now known or hereafter devised (the "License").

4.2. Reservation of Rights

Developer shall retain all rights in and to any pre-existing materials, designs, software, source code, or other works of authorship owned or licensed by Developer and incorporated into the Game, including any improvements or enhancements thereto (collectively, the "Developer Materials"). Client shall have no rights in or to the Developer Materials, except for a non-exclusive, non-transferable, revocable license to use the Developer Materials solely in connection with the Game.

5. Testing and Acceptance

5.1. Testing

Upon completion of the Game, Developer shall provide Client with a final, fully functional version of the Game for testing and evaluation. Client shall have ____ days from receipt of the Game to review, test, and provide written notice to Developer of any defects, errors, or other issues requiring correction (the "Testing Period").

5.2. Acceptance

If, at the end of the Testing Period, Client has not provided Developer with written notice of any defects, errors, or other issues requiring correction, the Game will be deemed accepted by Client. If, during the Testing Period, Client provides Developer with written notice of any defects, errors, or other issues requiring correction, Developer shall diligently correct such issues and provide a revised version of the Game to Client for further testing. This process shall continue until the Game is accepted by Client in accordance with this Section 5.2.

6. Representation, Warranties, and Indemnification

6.1. Developer Representations and Warranties

Developer represents and warrants that (a) Developer has the right to enter into this Agreement and perform its obligations hereunder; (b) Developer will comply with all applicable laws, rules, and regulations in performing its obligations under this Agreement; and (c) the Game, and the exercise by Client of its rights therein, will not infringe, misappropriate, or violate the intellectual property or other rights of any third party.

6.2. Client Representations and Warranties

Client represents and warrants that (a) Client has the right to enter into this Agreement and perform its obligations hereunder; and (b) Client will comply with all applicable laws, rules, and regulations in performing its obligations under this Agreement.

6.3. Indemnification

Each party shall defend, indemnify, and hold harmless the other party, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to any breach of such party's representations or warranties under this Agreement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

8. Entire Agreement

This Agreement, together with all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings or agreements, whether written or oral. This Agreement may only be amended in writing, signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

___________________________ ___________________________
Ethan Knight (Client) Lucas Stone (Developer)