This TLA Ready Disc Agreement contains the complete terms and conditions that apply to your use of the TLA Ready Disc Services. For clarity, as used in this Agreement, "we", "our", "us", "TLA" means TLA Entertainment Group, Inc. and "you", "your" means the person or entity accepting this Agreement. You must be able to lawfully enter into contracts. You hereby understand, acknowledge and agree that TLA is in the business of creating copies of films on DVD-R and selling such films to the public ("TLA Ready Disc") and you desire TLA to create and sell TLA Ready Disc(s) of your film.

You also agree and warrant that you are the owner and copyright holder for the film you wish to submit.

1. Delivery of Content

For each film that you wish to set up with TLA Ready Disc, you will supply at your own expense:

1. Fully authored and tested DVD or DVD-R that is not copy-protected.
2. Printed list of all extras and specifications for the DVD. This should include sound mix, language, subtitle and caption information, aspect ratio, runtime, country of origin, year of production, copyright information, region coding and if the film has been anamorphically enhanced.
3. 300 dpi press ready PDF or JPG of the DVD wrap. Specs can be found here:
   http://www.cdvd123.com/download/DVD_wrap_template.pdf
4. 300 dpi pre press ready PDF or JPG of the DVD face art. Specs can be found here: http://www.cdvd123.com/download/CD_DVD_discface_Template.pdf

You will at all times retain legal title to your source copies. TLA will not be able to return these items to you.

2. Services

Once you have signed this agreement and delivered the required materials above, we will:

1. List your film as available for sale on the appropriate TLA Entertainment websites.
2. Create DVD wraps and printed disc face art based on the designs you provide.
3. Manufacture physical copies of your film for sale
4. Fulfill orders.
5. Keep accurate accounting for all income from the sale of your film
6. Prepare royalty statements and make payments to you 90 days after the end of each calendar month.

Content Rejection and Removal

We retain the right to, at any time, and without notice to you reject a film; or remove a film from the TLA Ready Disc Service for any reason. You may remove any film that you have submitted; or terminate this agreement at anytime. If this does occur, TLA will have 30 days to remove the title from our websites and TLA Ready Disc Service.

4. Prohibited Content

You acknowledge, understand and agree that you are expected to conduct proper research to ensure that the items sold through the Service are in compliance with all local, state, national, and international laws. Further, you hereby accept any and all liability with regard to any and all violations of any and all rights of third parties including but not limited to copyright infringement.

5. Pricing

You may set the price at which we sell your film through the TLA Ready Disc Service. However, this price will be at or below the price that you offer the same film via any other sales channel or distribution method. You may change the price for your film at any time but it may take up to 90 days for the list price on all TLA Sales Channels to be updated.

6. Customer Returns and Refunds

In the case of a customer return of your film that was sold via the TLA Ready Disc Service we may:

1. Place the returned copy of the film back into inventory.
2. Destroy the returned copy of the film and deduct any previously paid royalty from future payments.

7. Fees

For each copy of your film we sell, TLA will pay you a royalty of forty percent (40%) of the retail price collected within ninety (90) days after the end of the month in which the copy of your film sold. If you wish to buy copies of your film, your price will be $3 per unit, and we will not pay a royalty on those copies sold to you. You will be responsible for all shipping charges.

All payments will be made to you in U.S. dollars. In the event you decide to terminate this Agreement, any amounts due to TLA from you under this Agreement will be deducted from any future payment owed to you.

All statements and other accountings made to you will be final and binding, unless you give us written notice stating the specific reason for any objection within one (1) year after the date the payment was made to you.

8. Bad Debt

We will be entitled to an adjustment to payments owed to you for any amounts ultimately not collected because of fraudulent credit card use or bad debt, in an amount equal to the payment otherwise payable to you in connection with such purchase.

9. Taxes

You will be responsible for determining taxes you owe on payments you receive under this Agreement.

10. Ownership

You own and retain all right, title and interest in the film you submit to the TLA Ready Disc Service, including all patent, copyright, trademark, service mark, mask work, moral right, trade secret or other intellectual property or proprietary right (collectively, "Intellectual Property Rights") therein. We will own all right, title and interest in and to the templates and other materials created, provided or used by us in our performance under this Agreement including printed DVD wraps, Source Files, Archive Files and Packaging Materials, including all Intellectual Property Rights therein.

11. Chain of Title

Upon our request, you shall provide chain of title documentation necessary to evidence proprietary rights relevant to those granted herein.

12. Content Containing Sexually Explicit Material

If the film you submit contains adult material then:

1. You shall defend at your sole expense, indemnify and hold harmless TLA and our directors, officers, employees, agents and representatives (the “Related Parties”) from any loss, liability, damage, award, settlement, judgment, fee, cost or expense (including reasonable attorneys’ fees and costs of suit) (the “Losses”) arising out of or relating to any third-party claim, allegation, action, demand, proceeding or suit (the “Action”) against any of them that arises out of or relates to any breach by you of this Agreement, the Content, any warranties, representations, covenants and undertakings hereunder, or any breach or non-compliance with 28 CFR 75 and 18 USC 2257 rules and regulations, as amended, respectively.
2. You represent and warrant that all actors appearing in the Content were eighteen (18) years of age or older when the Content was produced, and further, that you have fully complied with the identification verification and record keeping requirements of 28 CFR 75 and 18 USC 2257, as amended, respectively. You further represent and warrant that the Records are properly maintained in accordance with the provisions of 28 CFR 75 and 18 USC 2257, as amended, respectively, and that such Records are applicable and in existence as certified by you in Appendix A attached hereto and forming part of this Agreement. In addition, you further warrant and represent that you are in full compliance with any additional applicable laws, statutes, rules and regulations in your performance of your obligations and exercise of your rights under this Agreement.
3. You shall make your 18 USC 2257 records available to us for inspection and provide certified copies to us forthwith upon request. You shall ascertain all facts and maintain all records with respect to all performers appearing in all Content as required by 18 USC 2257 and 28 CFR 75, as amended, respectively.
4. You shall maintain a fully-executed copy of a model release for each performer appearing or participating in the creation of all films you submit including, without limitation, all scenes or other depictions involving sexually explicit conduct. You warrant and represent that such model release shall be assignable, unconditional, without limitation or restriction and include an all-inclusive grant, permission and release in favor of the holder to license all use, publish, broadcast, exploit, duplicate, recreate, modify, compile, promote, and advertise the performance, name, likeness, voice and image of the performer in any manner whatsoever, in any media whether known or hereafter devised, and in the sole and exclusive discretion of the holder of such rights without payment of any additional consideration. Model releases shall contain a waiver of moral rights in and to any performance. Copies of all model releases regarding the performers appearing or participating in any Content shall be retained by you and made available to us or our authorized representatives. In addition, you shall copy and deliver to us certified true copies of any model release forthwith upon our request.

13. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would reasonably contradict anything in this Section.

14. No Grant of License

For the avoidance of doubt, we do not hereby grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, including, without limitation, any trademarks or trade names (collectively, the "TLA IP"). Additionally, you may not in any way use any TLA IP, including without limitation for the purpose of issuing any press release or other activity that may be considered promotional or marketing related.

15. Governing Law; Jurisdiction; Venue

This Agreement shall be governed by, constructed under and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, applicable to agreements executed and to be wholly performed therein. Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by the relevant courts within Philadelphia County, Commonwealth of Pennsylvania.

All Submissions, Questions and Comments should be sent to:

Mr. Robert O'Neill

TLA Entertainment Group, Inc.

234 Market Street – 5th Floor

Philadelphia, Pennsylvania 19106

USA