This Work for Hire Agreement (referred to as the "Agreement") states the terms and conditions that shall govern the contractual agreement between Twisted Jenius LLC (the "Company"), and the "Contractor", who agrees to be bound by the terms of the Agreement. The Contractor is an individual who applies to participate in the performance of the services identified in this Agreement, who the Company then accepts to perform those services, and who then begins any processes related to downloading, installing, accessing, and/or using the Game. WHEREAS, Company requests Contractor to perform services for it; and WHEREAS, the Company and Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed; NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and intending to be legally bound, the Company and the Contractor (individually, a "Party", and collectively, "Parties") agree to the following terms: Scope of Work The Company desires to have certain services and tasks performed as set forth below requiring the specialized skills, talents and other expertise of the Contractor. The completed results and product of Contractor's services shall be deemed the "Work." The Work is specially ordered and commissioned by the Company for use in connection with the "Game" tentatively titled Terror Chasm. Description of Services The Work to be performed by Contractor includes, but is not limited to, the following: Playing the Game while streaming the Game and using voice communication to provide the Company with Feedback during the duration of the play session. Contractor has an obligation to provide the Company with ideas, suggestions, opinions, or other feedback (collectively, "Feedback"), in connection with the Game. The Company is under no obligation to use part or all of any Feedback. The Contractor will be asked to provide Feedback on specific topics at the end of the play session. The play session will be recorded by the Company for the purpose of evaluating the Feedback. The exact length of the play session will not be fixed and will be determined in part by the Feedback offered by Contractor. Copyright Ownership Contractor acknowledges that Feedback is being created by Contractor for use in a Game and that each form of Feedback is being created by Contractor as a "work made for hire" under the Copyright Act of 1976 and, at all stages of development, the Feedback shall be and remain the sole and exclusive property of the Company. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Work Product") developed in whole or in part by Contractor in connection with the Feedback shall be the exclusive property of Company. If for any reason the results and proceeds of Contractor's services hereunder are determined at any time not to be a work made for hire, Contractor hereby irrevocably transfers and assigns to Company, without further compensation, all right, title and interest therein, including all copyrights, all rights subsumed thereunder, as well as all renewals and extensions thereto. Contractor also agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications. To the extent any of Contractor's rights in the Feedback, including without limitation any moral rights, are not capable of assignment under applicable law, Contractor hereby irrevocably and unconditionally waives all enforcement of such rights to the maximum extent permitted under applicable law. Contractor further agrees to provide all assistance reasonably requested by Company, both during and subsequent to the term of this Agreement, in the establishment, preservation and enforcement of Company's rights in the Work Product. Performance of Duties Contractor shall perform assigned duties and responsibilities in a professional manner, in good faith, and to the best of Contractor's skills, abilities, talents and experience. All Work will be done in a competent and workmanlike fashion in accordance with applicable standards of the profession and all services are subject to final approval by the Company prior to payment. The Contractor shall complete the Work for the Company's purposes and to the Company's specifications. Compensation In consideration for the services to be performed by Contractor and upon acceptance of the Work, Contractor shall receive a one time payment of thirty (30) US dollars. The entire fee will be paid upon completion and acceptance of the services provided. Contractor is not entitled to any form of royalty, revenue sharing, advertising revenue, or other from of compensation, monetary or otherwise, beyond this one time payment. Company shall not be responsible for federal, state and local taxes derived from the Contractor's income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to Contractor. Credit Nothing contained in this Agreement shall be deemed to require the Company to use the Work, or any part thereof, in connection with the Game or otherwise. Credit for the Work shall read "Pre-Alpha Testing by", provided that a substantial portion of Contractor's Work is incorporated in the Game. No failure by Company to comply with the credit line set forth above, nor any failure by third parties to so comply, shall constitute a breach of this Agreement. Non-Compete Contractor agrees and covenants for a period of 6 months following the termination of this Agreement, not to provide goods or services which directly compete with the Company or the Game. Relationship between Parties Contractor is an independent contractor, not an employee. Nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, a joint venture, agency, principal-agent relationship, or any other fiduciary relationship between the Parties. Neither Party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other Party. Contractor shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner. Contractor agrees to be responsible for all of Contractor's federal, state and local taxes, withholding, social security, insurance, and other benefits. Company will not withhold FICA or make FICA payments on Contractor's behalf, make state or federal unemployment compensation contributions on Contractor's behalf or withhold local, state or federal income tax from Contractor's fees. It is understood that Contractor is not eligible to participate in any pension, worker's compensation, retirement, insurance, paid vacation, sick leave, or other fringe benefit plan associated with an employee relationship. Representations and Warranties Both Parties represent and warrant that they are fully authorized and empowered and have the right to enter into this Contract and to grant all rights herein granted. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation. The Parties have not entered into or will enter into any agreement of any kind that will interfere in any way with the complete performance of this Agreement. Termination This Agreement may be terminated immediately by Company for cause or in the event Contractor violates any provision of this Agreement. In addition, this Agreement shall terminate automatically on completion of services. The rights and obligations of the Parties set forth in Non-Compete, Copyright Ownership, Governing Law, and Severability are intended to survive termination, and will survive termination of this Agreement. Assignment The interests of Contractor are personal to Contractor and cannot be assigned. Contractor may not assign, directly or indirectly, all or part of its rights or obligations under this Agreement to any other person or entity. Contractor is not permitted to distribute, make available, reproduce, copy, sublicense, sell, resell, rent, or lease all or part of the Game or the Game's compiled installer, launcher, or updater or any internet address that hosts or otherwise contains all or part of the Game or the Game's compiled installer, launcher, or updater. Governing Law This Agreement shall be construed and controlled by the laws of the State of Texas, without regard to the conflicts of law provisions thereof, and Contractor consents to exclusive jurisdiction and venue in the Circuit Court of Bexar County, Texas. Contractor waives all defenses of lack of personal jurisdiction and forum non conveniens. If legal action or other proceeding of any nature whatsoever is brought in connection with any dispute arising out of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all attorneys' fees and costs incurred by the prevailing Party in connection with such dispute. Severability In case of any one or more of the provisions of this Agreement should be held invalid, illegal or unenforceable, each such provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions contained in this Agreement shall not in any way be affected or impaired. No Waiver No failure or delay on the part of either Party in the exercise of any right, power or remedy under this Agreement or under law, or to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or under law, shall operate as a waiver, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise, or the exercise of any other right, power or remedy; rather the provision, right, or remedy shall be and remain in full force and effect. Headings The headings in this Agreement are for the sole purpose of convenience of reference and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement, except in regards to defining which sections survive termination. Legal and Binding Contract This Contract is legal and binding between the Parties as stated above. This Contract may be entered into and is legal and binding in the United States, Canada, Australia, and throughout Europe. The Parties each represent that they have the authority to enter into this Contract.