Collaboration Agreement

This Agreement is entered into on February 24, 2012, between James Smith, 8 Apple St, Big City, California, 94901 and Susan Rose, 12 Sunny Ave, Big City, California, 94901. 1. Collaboration on Authorship of The People's City The parties to this Agreement agree to collaborate in making a Mural tentatively entitled The People's City, and referred to in this agreement as "the Work." 2. Copyright ownership This collaborative work is considered a Joint Work under copyright law, and will result in an equal split of ownership among the authors. Each party agrees to keep the other fully apprised of all matters, including but not limited to, offers, negotiations, and communications from interested third parties regarding the purchase or lease of production rights in the Work.

3. Responsibilities of Each Other Each party undertakes to each other party to use reasonable endeavors to perform and fulfill, promptly, actively and on time, all of its obligations under the agreement. Each partner will contribute to the efficient flow of information and access to relevant data, according to the agreed access rights and confidentiality rules to ensure the efficient execution of this Agreement. Each party undertakes to use reasonable endeavor to inform other parties in the project, of relevant communications it receives from third parties in relation to the project. Graphing, and buying paint for the mural. Creating the image the mural will be based off of. 4. Individual Acts Any contract that in any way affects the rights to the Work must be either signed by both parties to this agreement or, signed by only one party with the express written consent of the other party. However, nothing in this Clause will be construed as prohibiting either party from granting a power of attorney to the other. 5. Agents The parties will mutually agree on the selection of the agent, if any, who will handle the negotiations for production, subsidiary rights, and/or any other rights in the completed Work. If no agent is selected and one party undertakes the negotiation of rights with respect to the Work, that party will not be entitled to charge or receive any agency fee or commission for that party's efforts. 6. Changes in Completed Work Neither party will have the right to make any change whatsoever in the completed Work without
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the express written consent of the other party. Neither party will unreasonably withhold consent to proposed changes in the completed Work. 7. Production Agreements All contracts concerning rights in the Work, including but not limited to, initial production rights, subsidiary rights, and copyrights will be in duplicate and each party will receive a copy thereof. Neither party will enter into any agreement concerning the rights to the completed Work unless that agreement provides that all sums due to each party under the agreement will be paid directly to that party. 8. Authorship Credit A Mural by James Smith and Susan Rose. Neither party will enter into any agreement concerning the completed Work unless the agreement contains a provision specifying that any printed material, including but not limited to, publicity notices, billings, and posters, contain authorship credits as set forth in this Clause. 9. Alienation of Author's Rights If either party intends to sell, pledge, lease, assign, or otherwise dispose of or encumber his/her rights in the completed Work, that party will give the other party written notice of the price and terms under which the transaction will be effected. After the notice period, the notified party will have the option to purchase the selling party's rights at the price and on the terms set forth in the notice. If the option contained in this Paragraph is not exercised within the specified time period, the selling party may sell his/her rights at the price and on the terms set forth in the notice and, in that event, the selling party will provide the other party with a copy of the sales agreement between the selling party and the purchaser. 10. Confidentiality For any document, information, knowledge, pre-existing know-how or other material communicated as being confidential, the period of confidentiality shall be at least 3 years from the date of such communication. 11. Force Majeure Force majeure shall mean any unforeseeable and exceptional event affecting the contract and the implementation of the project by one or more parties, which is beyond their control, is unforeseeable and insuperable and cannot be overcome despite their reasonable endeavors. Any default on the part of the party does not constitute force majeure. 12. Division of Expenses and Proceeds All proceeds from any transaction involving the Work, including but not limited to, production and sale of subsidiary rights, will be divided between the parties as follows: James Smith is entitled to 50 percent Susan Rose is entitled to 50 percent Any expenses incurred by the parties in relation to the subjects covered by this agreement will be shared at the same rate as proceeds.
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13. Term and Termination This Agreement shall come into force as of the date of its signature by the parties. This Agreement will remain in effect throughout the term of the copyright and any extensions of the copyright in the Work. If either party dies during the term of this agreement, the surviving party will have the exclusive right to act in all respects as though the survivor were the sole author; provided, however, that the name of the deceased party will continue to appear in all credits as specified in Clause 8 of this agreement, and the decedent's estate will be entitled to receive all monies and documents that the decedent, had the decedent lived, would have been entitled to receive under this agreement. 14. Arbitration Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract. In the case of disputes or differences arising in connection with this Agreement, the parties will first try to solve the dispute amicably. If this fails the disputes or differences shall be finally settled by arbitration. The arbitrator's award will be final and binding on the parties, and judgment may be entered on it by a court of competent jurisdiction. 15. Governing Law This agreement will be governed in all respects by the law of the State of California. 16. Notices All notices to the parties will be in writing and will be sent to the address of the party stated at the beginning of this agreement. 17. Integration Clause This agreement is the only agreement between the parties, and there is no other collateral agreement (oral or written) between the parties relating to the subject matter of this Agreement. If
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any portion of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in effect. 18. Severability of Invalid Provisions If any provision of this agreement is deemed unenforceable, that provision will be omitted only to the extent necessary to make this agreement valid and enforceable, and the remaining provisions will remain in full force and effect. 19. Amendments Amendments or changes to this Agreement shall be valid only if made in writing and signed by each of the parties. Executed with the intent on being legally bound by the following:

____________________________________ James Smith

______________________ Date

____________________________________ Susan Rose

______________________ Date

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