LawWorld417_AS_03

As you know, “Bare Bones Decor” - Ava Kim’s limited series - is near completion. We have been collaborating with Ava on this production for months, with the understanding that Streams would retain the exclusive rights to broadcast it and then package it as an online course, with a 50/50 revenue split with Ava. This was all documented in email exchanges and in meetings with Ava’s counsel, but we have yet to draft an exclusivity contract for the work. Now that the ParaZon acquisition is on the hor...

Amendment to Talent Agreement

This Exclusivity Agreement is entered into as of _______ (“Effective Date”) by and between: Chasing Streams, LLC, a California limited liability company (“Streams”), and  Ava ___, an individual creator (“Creator”), as an amendment to the original Talent Agreement ("Original License") between the Parties.

1. Purpose

The Parties previously entered into a content licensing agreement (the "Original License") governing Creator’s short-form video series titled "Bare Bones Decor" (“Series”). The Parties now desire to clarify and confirm the exclusivity, ownership, term, and non-transferability of rights in the Series, particularly in connection with Streams’ pending transaction with ParaZon Studios pursuant to the Asset Purchase Agreement (“APA”).

This Agreement is intended to ensure that the rights licensed under the Original License remain solely with Streams, may not transfer to ParaZon or any other acquirer, and are excluded from any assignment under the APA.

2. Exclusivity
2.1 Exclusive License to Streams. Creator grants Streams an exclusive, non-transferable, non-assignable (except as provided in Section 7.2) license to exhibit the Series,  including all related content, footage, and derivative works, on mainstream media, and to distribute and monetize on Streams’ owned-and-operated platforms and marketing channels.
2.2 Creator Retained Rights. Creator retains all underlying intellectual property rights in the Series except those expressly licensed to Streams. Creator may develop new content unrelated to the Series without restriction.

3. Permitted Use
3.1 The sole and exclusive rights granted to Streams for the Series are for the following purposes only:
	a. A one-time broadcast on mainstream media, as mutually agreed upon by both parties.
    b. Direct-to-consumer (DTC) sale as an online course on Streams' owned-and-operated platforms and marketing channels, for a period not to exceed one (1) month, after which time sales shall cease.

4. Transferability
4.1 Express Carve-Out. The Parties acknowledge that the APA involves the transfer of certain assets from Streams to ParaZon. The Parties expressly agree that all rights to the Series (collectively, the “Carved-Out Rights”) are excluded from the assets conveyed under the APA. Streams shall list the Carved-Out Rights on the APA’s schedule of Excluded Assets.
4.2 No Assumption. ParaZon shall not assume, acquire, or obtain rights in the Series or the Original License under any circumstance unless Creator provides prior written consent.

5. Non-Assignment
5.1 Restriction. Neither the Original License nor any rights in the Series may be assigned, sublicensed, delegated, pledged, or otherwise transferred—by operation of law, merger, change of control, or otherwise—without Creator’s prior written consent.
5.2 Creator’s Intent. Creator’s consent may be withheld for any reason or no reason.