Production and Distribution Agreement
This Production and Distribution Agreement (the "Agreement"), dated above (the "Effective Date") is by and between The Shulman Group LLC, a Texas limited liability Client with offices located at 8317 Bonita Isle Drive Lake Worth, FL 33467 (the "Client"), and Company/individual named above ("Licensor"), a corporation within the state named above, and with Offices/Residence located at the address set out above("Client"). Client and Licensor agree as follows:
1. Services. Client hereby engages Company, and Company accepts such engagement, as an independent contractor to provide to Client the services described above (the "Services") in connection with the audio production described as a holiday podcast (the "Production") during the term set forth above(the "Term"). The parties may amend this agreement during the Term to revise the services or include additional services by mutual written agreement in accordance with this Agreement. Any extension of the Term requires the parties' mutual written agreement.

2. Payment. In full consideration of Company's timely performance of the Services and all rights granted to Client hereunder, Client shall pay Company the amount set forth above("Fees") in accordance with the schedule set forth above.

3. Company Responsibilities. Company shall perform the Services in a professional manner on a timely basis and in accordance with the criteria and specifications set forth above and this Agreement's terms and conditions.

4. Materials/Information. Client shall provide Company with material or information as requested by Company to the extent necessary for the performance of the Services.

5. Client's Rights.

a. Client is and will be the sole and exclusive owner of all right, title, and interest in and to the results and proceeds of the Services including any materials created or developed by Company pursuant to this Agreement (collectively, the "Works") and the Production, including all copyrights and other intellectual property rights therein, in perpetuity throughout the universe. In furtherance of the foregoing, Company agrees that the Works are works made for hire for Client as defined in Section 101 of the Copyright Act of 1976. To the extent any Work does not qualify as work made for hire, Company hereby irrevocably: (i) assigns, transfers, and otherwise conveys to Client throughout the universe, all right, title, and interest in and to such Work, including all copyrights and other intellectual property rights therein, including all registration, renewal, and reversion rights, and the right to register and sue to enforce such copyrights against infringers; and (ii) waives any and all claims Company may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to such Work.

b. Without limiting the foregoing, Client's rights in the Works include the right to change, edit, and rearrange the Works, and subtract from, add to, and combine the Works with any other material, in whole or in part as Client and its successors and assigns determine in their sole discretion. Client has no obligation to use the Works, or to create, produce, distribute, exploit, advertise, or promote the Production, or include the Works in the Production, or to exercise any rights given by this Agreement. Company has no right to review or approve the Works or the Production before they are used by Client or at any other time.

6. Use of Client's Name, Likeness, and Information. Client hereby grants to Company and its affiliates, and each of their respective direct and indirect successors, licensees, and assigns, the right to use Client's name and image, likeness, and biographical and professional information, including information Client provides to Company and any other information about Client that is publicly available, in connection with the Production and advertising and promotion of the Production in perpetuity throughout the universe and in any medium or format whatsoever now existing or hereafter developed on any platform without further consent from or any royalty, payment, or other compensation to Company.

7. Credit. Any acknowledgment or credit of Company or Client in connection with the Production, if any, shall be mutually agreed upon by the parties.

8. Force Majeure. Neither Client nor Company will be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's control, including, without limitation, the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; (i) shortage of adequate power; and (i) pandemic or threat of pandemic. The impacted party shall give written notice a reasonably practical to the other party, stating the period of time the occurrence is expected to continue. The impacted party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Events are minimized. The impacted party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If the impacted party's failure or delay remains uncured for a period of 180 days following written notice given by it under this Section 7, either party may thereafter terminate this Agreement on 30 days' written notice.

9. Survival. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement, including representations, warranties, and indemnification obligations, will survive any such termination or expiration.

10. Representations and Warranties. Client hereby represents and warrants that (a) Client has the right to enter into this Agreement, to grant the rights granted herein, and to perform fully Client’s obligations in this Agreement; (b) Client’s participation in the Production, and any rights granted hereunder, do not, and will not, defame or violate any right (including without limitation copyright, trademark, trade secret, or privacy or publicity rights) of, or conflict with, or violate any contract or agreement with or commitment made to, any person or entity; (c) no consent or authorization from, or any payment to, any third party is required in connection with Client’s participation in the Production; (d) any material furnished by Client hereunder is or will be wholly original with Client, is not and will not be copied in whole or in part or based upon any other work, and has not been and will not be exploited in any manner or medium other than by Client; and (e) Client’s participation in the Production is in compliance with all applicable federal, state, and local laws and regulations.

11. Indemnification. Client shall indemnify, defend, and hold harmless Company and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements, arising from or relating to: (a) bodily injury, death of any person, or damage to real or personal property resulting from Company's acts or omissions; or (b) any breach by Client of Client’s representations, warranties, or other obligations hereunder.

12. Relationship of the Parties.

a. Company is an independent contractor of Client, and this Agreement will not be construed to create any association, partnership, joint venture, employee, or agency relationship between Company and Client for any purpose. Company has no authority (and shall not hold itself out as having authority) to bind Client and shall not make any agreements or representations on Client's behalf without Client's prior written consent.

b. Any persons employed or engaged by Company in connection with the performance of the Services must be Company's employees or contractors and Company shall be fully responsible for them and indemnify Client against any claims made by or on behalf of any such employee or contractor. Company shall require each such employee and contractor to execute written agreements securing for Client all rights granted to Client in this Agreement prior to such employee or contractor providing any Services under this Agreement.

13. Miscellaneous.

a. Upon a party’s reasonable request, a party shall execute and deliver all documents and instruments of conveyance, and take all further actions, necessary or desirable to further evidence or effectuate a party’s rights under this Agreement. In the event a party is unable, after reasonable effort, to obtain a party's signature on any such document or instrument, Company hereby irrevocably designates and appoints the requesting party as its agent and attorney-in-fact, to act for and on its behalf solely to execute and file any such document or instrument and do all other lawfully permitted acts to further the registration, issuance, and protection of copyrights, other intellectual property, or other rights hereunder with the same legal force and effect as if Company had executed them. Company agrees that this power of attorney is coupled with an interest.

b. No waiver by any party of any of the provisions hereof will be effective unless explicitly set out in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

c. This Agreement is personal to for the Services of the Company. Company shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

d. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Houston, TX, and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.

e. This Agreement, including any exhibits and schedules incorporated by reference, constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement nor invalidate or render unenforceable such term or provision in any other jurisdiction.

f. The parties shall not disclose this Agreement, in whole or in part, or any information about this Agreement or the Production without the other party's prior written consent.


Clients consent check marked above replaces any and all signatures required.