Seven Levels Entertainment Inc. 3500 W Olive Ave, Suite 300 Burbank, CA 91505 1 SERVICES AGREEMENT Between ______ ________ (“you”) and Seven Levels Entertainment Inc. (“Seven Levels” or “we” or “us) 3500 W Olive Ave, Suite 300 Burbank, CA 91505 Dated as of: _______________ 1. SERVICES – JOB DESCRIPTION You will provide your services as a Transcriber for a Project(s) as determined by us, operating from your home or other offsite location. These services shall include services customarily rendered by transcribers, defined here as including (but not limited to) quality-checking audio files completed by Transcribers, validating (approving) correct transcriptions and rejecting incorrect transcriptions, some transcription work and categorizing phrases (when applicable), and troubleshooting as requested by the client (only if necessary). During the Term of this agreement, you shall render services with first priority to Seven Levels, at a schedule to be determined by Seven Levels, in a first-class manner to the best of your ability. You shall have no authority to enter into contracts on behalf of, or otherwise bind, Seven Levels without Seven Levels’ prior written approval in each instance. All of your services are subject to Seven Levels’ approval. 2. TERM This agreement will be in force from the date of the agreement until completion of all services required hereunder in connection with a Project or ongoing series of projects, to be detailed at the commencement of work. Seven Levels shall have the right to terminate this agreement at any time with or without cause subject to our obligation to pay you accrued but unpaid compensation payable pursuant to Paragraph 3, below. 3. COMPENSATION/PAYMENT SCHEDULE In full consideration of satisfactory performance of the Services hereunder, as determined by us, Seven Levels shall pay you a fixed fee determined by the level of output achieved per month of: a. USD 2.50 per 1 minute with 300 minutes or more achieved b. USD 2.25 per 1 minute with 100 to 300 minutes achieved c. USD 2.00 1 minute with under 100 minutes or less achieved of validated audio of every audio input minute transcribed. Payments shall be made direct to your PayPal Account (in USD) 20 to 30 days from the completion of a round (unless your DM or Seven Levels authorizes OR instructs a different pay schedule). The completion of a round includes any necessary corrections as well as the actual transcription work to all projects within the round, to be determined by Seven Levels. Compensation is subject to you completing the agreed upon Services for the project and are subject to Seven Levels’ receipt of this agreement signed by you. Seven Levels Entertainment Inc. 3500 W Olive Ave, Suite 300 Burbank, CA 91505 4. INDEPENDENT CONTRACTOR The parties to this agreement recognize that this agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties. You are considered and will remain an Independent Contractor in your relationship to Seven Levels. 5. NON-GUILD You acknowledge and agree that this agreement and your services are not subject to the jurisdiction of any union or guild. 6. AUTHORSHIP/RIGHTS All rights in and to the results and proceeds of your services hereunder (the “Results and Proceeds”) shall vest solely and exclusively in Seven Levels in perpetuity throughout the world. Seven Levels will own, in perpetuity and throughout the universe, all right, title and interest of every kind and nature, the results and proceeds of your services in connection with the Project (collectively the “Rights”). 7. BREACH BY SEVEN LEVELS Your sole remedy for any breach of this Agreement by Seven Levels or any licensee, financier or distributor of the Program shall be an action at law for actual damages, if any. You further agree to limit any recovery actions to Seven Levels solely, indemnifying its partners and clients from any legal action of any kind, and you waive all rights to recover consequential, incidental and/or punitive damages and agree that you shall not be entitled to rescind this agreement or any rights granted to Seven Levels hereunder or to enjoin, restrain or otherwise interfere with Seven Levels. 8. CONFIDENTIALITY (a) Except as specifically provided herein or as otherwise authorized by Seven Levels in writing, you will not, and will not authorize others to, use or disclose to any party any information, Project documents or trade secrets obtained or learned as a result of your participation in the Project, including without limitation any information concerning or relating to the Project, any methodologies used in or in connection with the Project, incidental Client information or processes developed by Seven Levels. Without limiting the foregoing, you will not and will not authorize others to, prepare or assist in the preparation of any written work, any audio work, visual work or any audio-visual work that depicts, concerns, or relates in any way to your participation in the Project. (b) You and persons retained by you shall not make any statements to the press or any media service or distribute or circulate any written release, promotional literature, news story, advertising, publicity or communications of any kind to any other party regarding the subject matter of this agreement, Seven Levels or its operations and activities, without Seven Levels’ prior written approval. (c) You shall at no time use names, logos, tradenames or trademarks of Seven Levels and/or Seven Levels’ affiliated companies or clients in any manner without Seven Levels’ prior written consent, as applicable. Any violation of this confidentiality agreement may be prosecuted to the fullest extent of the law. 2 Seven Levels Entertainment Inc. 3500 W Olive Ave, Suite 300 Burbank, CA 91505 9. NO OBLIGATION TO PROCEED Seven Levels shall have no obligation to use your services, including the Results and Proceeds, or the rights granted hereunder in connection therewith or otherwise, and Seven Levels shall be deemed to have fully satisfied its obligations hereunder by paying to you the compensation due to you pursuant to the terms of this Agreement. 10. MISCELLANEOUS This agreement has been entered into in the State of California and the validity, interpretation, and legal effect of this agreement shall be governed by the laws of the State of California (but not its conflict of law rules) applicable to agreements executed and fully performed within the State of California. Any litigation, action or proceeding ensuing out of or relating to this agreement shall be instituted in a court of competent jurisdiction (whether state or federal) in the City of Los Angeles and County of Los Angeles. By signing below, you and Seven Levels accept and agree to all the terms and conditions of this agreement. Seven Levels Entertainment, Inc. By: Joshua Brandon Title: President “Transcriber” X________________________ Print name: _______________________ 3