(ii) reproduce the Work, as incorporated in the Multimedia Products, for publication and distribution in the forms, manners and mediums listed in subparagraph (i); and

(iii) display publicly and promote, sell, license, and distribute copies of the Work, as incorporated in the Multimedia Products.

Additionally, SuperStar may use the Work, or any portion thereof, in printed materials that accompany the Multimedia Product for delivery to end users, and in any advertisements or promotions (in any form or format) for the Multimedia Products.

SuperStar acknowledges that it has no rights in the Work except those expressly granted by this Agreement.

[FOR SOUND RECORDINGS]

6. Grant of License in Work Product: Contributor hereby grants to SuperStar an irrevocable, nonexclusive, perpetual, worldwide license to:

(i) adapt, modify, revise, and enhance the Work, convert the Work to digital form and otherwise prepare derivative works thereof;

(ii) incorporate all or any part of the Work as so adapted in SuperStar's computer readable, interactive multimedia products, which may be published on an on-line computer network (including the Internet) and in CD-ROM format (the "Multimedia Products") and synchronize it in timed relation with the visual images contained in the Multimedia Products;

(iii) reproduce the Work, as part of the Multimedia Products, for publication and distribution in the forms, manners and mediums listed in subparagraph (ii); and

(iv) promote, sell, license, and distribute copies of all or any part of the Work as part of the Multimedia Products.

Additionally, SuperStar may use the Work, or any portion thereof, in any advertisements or promotions (in any form or format) for the Multimedia Products.

SuperStar acknowledges that it has no rights in the Work except those expressly granted by this Agreement.

[FOR WORKS WHICH SUPERSTAR WILL OWN]

6. Rights in Deliverables: All works of authorship prepared or delivered by Contributor in accordance with this Agreement, including without limitation the Work, whether developed by Contributor or otherwise (collectively, the "Work Product") shall, upon their creation, belong to SuperStar. The Work Product shall be treated as a "work made for hire" as that term is defined in Section 101 of the Copyright Act of 1976 (the "Copyright Act"), and shall be the sole property of SuperStar and SuperStar shall be the sole author thereof within the meaning of the Copyright Act. If the Work Product, or any portion thereof is not deemed to be a "work made for hire," this Agreement shall operate as an irrevocable assignment of the copyright to the entire Work Product throughout the world. Contributor shall, at the request of SuperStar, execute any and all additional documents as are required to vest such ownership in SuperStar. This Agreement shall also operate as an irrevocable assignment of all trademarks which Contributor may have created for the Work Product, and any goodwill represented thereby, and all other intellectual property rights in the Work Product. In the event SuperStar is unable, after reasonable effort, to secure Contributor's signature on any copyright, trademark or other analogous protection relating to the Work Product or related trademarks, whether because of Contributor's physical or mental incapacity or for any other reason whatsoever, Contributor hereby irrevocably designates and appoints SuperStar and its duly authorized officers and agents as his/her agent and attorney-in-fact, to act for and in his/her behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution thereon with the same legal force and effect as if executed by Contributor. Furthermore, as set forth in paragraph 3(c) above, Contributor will acquire from all third parties whose works of authorship may be included in the Work Product all such rights as may be necessary so that SuperStar will receive the rights hereby agreed to be conveyed and vested in it, free of any claims of such parties.

7. Publicity: SuperStar may use the Contributor's name, likeness and biographical information in connection with its use, marketing and distribution of the Work in accordance with this Agreement and any product or service that includes the Work (or any portion of the Work).

8. Confidential Information: Any business plans, customer or contributor lists, distribution channels, suppliers, samples, programs or other technical or business information identified as confidential ("Confidential Information") furnished or disclosed to Contributor by SuperStar shall be the property of SuperStar and, when in tangible form, shall be returned to SuperStar upon expiration or termination of this Agreement, or upon SuperStar's earlier request. The terms of this Agreement will also be Confidential Information. Unless the Confidential Information was previously known to Contributor free of any obligation to keep it confidential, or has been or is subsequently made public by SuperStar or a third party which had the right to do so, or is independently developed by the Contributor, it shall be held in confidence by Contributor, shall be used only for the purposes of performing Contributor's services hereunder, and may be used for other purposes only if agreed to in writing by SuperStar.

9. Representations and Warranties: Contributor represents and warrants that (i) Contributor has the full right and authority to enter into this Agreement and to grant the rights and licenses granted to SuperStar hereunder; (ii) Contributor has not previously assigned or transferred, on a restrictive basis, or otherwise encumbered such rights; (iii) except for the material identified by Contributor in accordance with paragraph 3(c), the Work shall be Contributor's original work product or work product properly licensed to Contributor with the right to assign such license, and the Work will not infringe upon any copyright or other intellectual property right or violate any law or regulation; (iv) the Work will contain no matter which will be libelous or otherwise injurious or in violation of any right or privacy or any other personal or proprietary right of any third party; and (v) Contributor is under no obligation to any other person that could interfere with his/her performance of this Agreement or interfere with or impair SuperStar's use of the Work. Contributor shall defend, indemnify and hold harmless SuperStar for any claim, loss, damage, expense or liability that may result from any breach or alleged breach of any of these representations and warranties.

10. Conflict of Interest: During the term of this Agreement, Contributor shall not (i) become a party to any agreement or subject to any obligation which would impede or prohibit his/her performance of this Agreement, or (ii) prepare, publish, license, distribute or otherwise make generally available any work which would interfere with or injure SuperStar's sale or other commercial use of the Work.

11. Termination:

(a). If the Contributor fails to deliver the Work in accordance with the delivery schedule in Exhibit A, SuperStar shall have the right, in its discretion, upon thirty (30) days written notice to Contributor to (i) terminate this Agreement (without any further obligation or liability on the part of SuperStar), or (ii) supply any work or services not supplied by Contributor and to charge its cost (including, without limitation, compensation payable to other contributors) against any sums payable to Contributor under this Agreement.

(b). If (i) the Work, or any portion thereof, is not acceptable in either form or content to SuperStar, (ii) SuperStar returns the Work to Contributor to make the necessary corrections or revisions, and (iii) Contributor fails to make the necessary corrections or revisions within the prescribed time period, SuperStar shall have the right to terminate this Agreement immediately (without any further obligation or liability on the part of SuperStar) upon written notice to Contributor. In the event of any conflict between the termination provisions in the preceding subparagraph (a) and in this subparagraph, the provisions set forth in this subparagraph shall control.

(c). Except as otherwise specifically set forth above, SuperStar shall have the right to terminate this Agreement at any time upon written notice to Contributor in the event of a breach by Contributor of any of the terms and conditions set forth herein or therein.

(d). In the event that this Agreement is terminated by SuperStar pursuant to subparagraphs (a), (b) or (c) of this paragraph, all obligations of SuperStar to make any additional payments in connection with this Agreement shall terminate and SuperStar shall have no liability for any such payments.

12. Notices: All notices shall be in writing and all notices and all materials required to be delivered hereunder shall be delivered by personal delivery, certified mail, return receipt requested, or by commercial overnight courier, to the recipient's address set forth above. Notices and all other Work shall be deemed received on (i) the date of personal delivery; (ii) the fifth business day after mailing, or (iii) the next business day after delivery to an overnight courier (unless the return receipt or the courier's records evidence a later delivery).

13. Injunctive Relief: Contributor acknowledges and agrees that SuperStar shall not have an adequate remedy in the event that Contributor breaches this Agreement and that SuperStar will suffer irreparable damage and injury. In such event, Contributor agrees that in addition to any other available rights and remedies, SuperStar shall be entitled to an injunction restricting the Contributor from committing or continuing any violation of this Agreement.

14. General: The failure of either party hereto to enforce any right under this Agreement shall not be construed to be a waiver of that right, or of damages caused thereby, or of any other rights under this Agreement. This Agreement, including any exhibits, encompasses the entire agreement of the parties with respect to its subject matter, and there are no other agreements or understandings, either written or oral, with respect thereto. This Agreement may not be modified or amended except by a written instrument signed by each of the parties. This Agreement, and the transactions under it, shall be governed by and construed in accordance with the laws of _________[state], excluding its conflict of laws rules, and jurisdiction over any action to enforce this Agreement, or any dispute arising from or relating to this Agreement shall subsist solely in the state and/or federal courts located within _________[state]. The rights and obligations of the parties set forth in paragraphs 6, 8, 9 and 10 shall survive termination or expiration of this Agreement.

This Agreement shall be construed as an instrument executed under seal as of the date first set forth above.

EXHIBIT A

1. Description of the Work

[Provide a description of the Work sufficient for a third party to understand what is to be developed and/or delivered.]

2. Delivery Schedule

[Provide schedule of target dates and performance milestones for preparation and delivery of the Work]

3. Payment

[List the payment for the Work]