PO Box 4460, Fort Myers, FL 33918-4460 Local: 813-527-0383 - Toll Free: 877-865-2011 / E-fax: (877) 482-9585

GAMESTREAMER, INC. DISTRIBUTION & LICENSE AGREEMENT

THIS DISTRIBUTION AND LICENSE AGREEMENT ("Agreement") is made and entered into on DATE ("Effective Date"), by and between GameStreamer, Inc. a Delaware Corporation, with offices located at 16350 Bruce B Downs #46216, Tampa, FL 33646 ("GameStreamer") and PUBLISHER NAME, a STATE [corporation / limited liability company / other], with offices located at ADDRESS ("Publisher").

In order to provide the benefits offered by GameStreamer and streamline the transactions contemplated between GameStreamer and Publisher, the Parties agree to conduct business through the Internet. By clicking the "I Agree" button and submitting materials to GameStreamer or accessing GameStreamer materials through the GameStreamer Network, Publisher accepts and agrees to the terms and conditions of this Agreement. If Publisher does not agree to all of the terms of this Agreement, Publisher must refrain from clicking the "I Agree" button and submitting materials to GameStreamer or accessing GameStreamer materials through the GameStreamer Network. Publisher agrees that Publisher´s electronic signature in this method is the legal equivalent of Publisher´s manual signature on this Agreement. Publisher further agrees that Publisher´s use of a keypad, mouse or other device to select an item, button, icon or similar act or action, or any other act or action in submitting materials to GameStreamer or accessing GameStreamer materials constitutes Publisher´s electronic signature, acceptance and agreement. Publisher also agrees that no certification authority or other third party verification is necessary to validate Publisher´s electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of Publisher´s electronic signature or any resulting agreement between Publisher and GameStreamer.

WHEREAS, GameStreamer is in the business of distributing and selling software games and Publisher is in the business of developing and publishing software games; and WHEREAS, GameStreamer and Publisher desire to enter into an agreement pursuant to which Publisher shall grant distribution rights in certain software games to GameStreamer in accordance with the terms set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Customer(s)" shall mean any individual or person within the Territory who is a potential or actual end user of the Games(s).

1.2 "DRM" shall mean a reasonably secure digital rights management technology offered by GameStreamer to protect Publisher´s Game(s), which are distributed from any GameStreamer Network or GameStreamer Affiliate, from being used by Customer(s) without a purchased license to use such Game(s).

1.3 "GameStreamer Affiliate" shall mean any marketing partner or advertising channel that distributes or markets Game(s) on behalf of GameStreamer or who links to the GameStreamer Network.

1.4 "GameStreamer Network" shall mean any internet web site that is owned or operated by GameStreamer, either directly or through White Label Partner affiliates or sub-affiliates, that promotes and has links for Customers to download, play, or purchase any of Publisher´s Game(s), including Trial Game(s).

1.5 "Game(s)" shall mean those of Publisher´s software programs (including the computer programming code and all specifications, documents, manuals, diagrams, and other information required for all aspects of installation, configuration and use thereof), including Trial Game(s)) uploaded or submitted by Publisher, listed on Exhibit A hereto, and including any newly available or updated versions thereof delivered to GameStreamer by Publisher, but in no case shall include sequels, prequels, translations, or programs ported to platforms other than those for which Publisher has made available to GameStreamer.

1.6 "Gross Revenue" shall mean total revenue actually collected from the Customer or otherwise with respect to the license, sale or other distribution of any Game uploaded by Publisher, less applicable sales taxes or duties which are required to be collected and withheld, if any, by law of a province, state or country.

1.7 "Net Revenue" shall mean Gross Revenue less refunds and returns, reasonable and documented credit card chargebacks and third party ecommerce transaction costs.

1.8 "Trial Game(s)" shall mean a limited version of any Game(s) that can be played for a limited period of time or which have a limited feature set, as reasonably determined by Publisher.

1.9 "Territory" shall mean worldwide, unless specifically stated otherwise in this Agreement or in Exhibit A.

1.10 When used herein, "sell", "sale", "sold", "distribute" and all forms of those words shall refer to the sale or distribution of a license to use the Game(s).

1.11 "White Label Partner" shall mean a third party affiliate that has partnered with GameStreamer to add GameStreamer´s PC Download & Streaming Game Store to their website ("Game Store"). The Game Store is entirely branded in each White Label Partner´s name and branding scheme.

2. LICENSE AND DISTRIBUTION RIGHTS

2.1 Distribution License. Subject to all of the terms and conditions of this Agreement, Publisher grants to GameStreamer the nonexclusive worldwide right and license: (a) to use, copy, market, transmit, distribute and license copies of Game(s) through digital distribution through the GameStreamer Network, including to White Label Partners; (b) solely with respect to Trial Game(s), to use, copy, market, transmit, distribute and license copy and distribute Trial Game(s) through digital distribution and on tangible media such as CD, DVD, and other digital devices that are capable of delivering the Trial Games(s), both through the GameStreamer Network and GameStreamer Affiliates in accordance with the DRM selected by Publisher (if any) as provided by GameStreamer; GameStreamer reserves the exclusive right to choose which Game(s) and Trial Game(s) are offered on the GameStreamer Network; and (c) to market and advertise the Game(s) through the Game Streamer Network and GameStreamer Affiliates, subject to the restrictions set forth herein; and (d) except as specifically excluded herein, Publisher grants to GameStreamer, and GameStreamer accepts from Publisher, a non-exclusive, worldwide, royalty-free license to marketing materials referenced in Section 4.1 to market the Games.

2.2 Additional Games. Publisher may add one or more Game(s) or Trial Game(s) to this Agreement at any time in accordance with GameStreamer´s then-current policies and procedure. The inclusion of additional Game(s) or Trial Game(s)under this Agreement shall be in the sole discretion of GameStreamer and Publisher, and neither party shall be required to include additional Game(s) or Trial Game(s). Upon submission by Publisher and approval by GameStreamer, additionally submitted Game(s) or Trial Game(s) shall be deemed to be automatically included in this Agreement and incorporated herein by reference.

2.3 Distribution of Game(s). With respect to the distribution of Game(s), GameStreamer acknowledges and agrees that (a) all sales of Game(s) and Trial Game(s) under this Agreement shall be made by GameStreamer to Customer, and not by sublicensing through any White Label Partner or other third party and GameStreamer shall enter into all e-commerce transactions for the sale or distribution of Game(s) or Trial Game(s) with each Customer; (b) except as provided herein, GameStreamer shall have no right to modify (except to the limited extent required by the addition of DRM) or create derivative works of the Game(s) or Trial Game(s) or any supporting documentation or related materials nor rent, lease, reverse assemble, reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Games, nor shall GameStreamer modify in any way the contents of, or add to, any screen or images generated by the Game(s) or Trial Game(s); (c) GameStreamer shall not permit any third party (other than an approved White Label Partner) to have access to any Game(s) or Trial Game(s) without Publisher´s prior written consent (except as necessary to perform GameStreamer´s obligations hereunder); (d) except as provided herein, GameStreamer does not have any rights to distribute Game(s) or Trial Game(s) on any tangible media at any physical retail store or channel; and (e) GameStreamer agrees to take all commercially reasonable actions not to distribute any Game(s) or Trial Game(s)or Publisher Content on any site that promotes adult, sexually explicit, racist, gambling, or hate messages on the GameStreamer Network or on any of the White Label Partner sites.

3. DISTRIBUTOR OBLIGATIONS AND RIGHTS

3.1 Game Protection and Ecommerce. GameStreamer agrees to distribute Game(s) and Trial Game(s) in accordance with the distribution provisions, including DRM protection (if any) selected by Publisher, as provided in accordance with GameStreamer´s policies and procedures. GameStreamer will use a secure ecommerce system to allow Customers to purchase Game(s) or download or otherwise obtain access to Trial Game(s). GameStreamer may modify and or change the DRM or ecommerce systems used at any time in order to adapt to the changing needs of GameStreamer´s business, subject in each case to Publisher´s prior written approval, which shall not unreasonably withheld or delayed. GameStreamer agrees to distribute Game(s) as submitted by Publishers, including any end-user license agreements or other similar agreements. During the term of this Agreement, GameStreamer shall maintain commercially reasonable and industry standard safeguards for data integrity of transmissions as received by or otherwise transmitted to GameStreamer from Publisher or any Customer or to or from the Web Site; provided, however, that GameStreamer shall not be responsible or have liability for data integrity beyond original the condition as received by or otherwise transmitted to GameStreamer. GameStreamer shall take any and all commercially reasonable actions to guard against the destruction, loss, disclosure or alteration of the Game(s), Trial Game(s) or Publisher Content in GameStreamer´s possession or control, and as necessary to guard against unauthorized access to the Game(s), Trial Game(s) or Publisher Content in GameStreamer´s possession or control. GameStreamer shall take commercially reasonable actions to protect against threats that deny service and thus reduce availability of the Game(s), Trial Game(s) or Publisher Content in GameStreamer´s possession or control by providing mechanisms to protect the transmission facilities, switching components, network management systems and other essential service provider facilities from unauthorized denial-of-service attacks, insider attacks, unauthorized or unexpected user actions, unauthorized intrusions, and other perceived threats.

3.2 White Label Partners. Publisher agrees that all White Label Partners GameStreamer signs shall automatically have right to distribute Publisher Content. GameStreamer shall ensure that White Label Partners agree in writing to terms consistent with the terms of this Agreement. GameStreamer shall be liable for any material breach of this Agreement by a White Label Partner as if GameStreamer had committed a material breach of this Agreement itself.

3.3 Artistic Control. GameStreamer shall have exclusive artistic and editorial control over the GameStreamer Network, including, without limitation, integration of all content, design, and the look and feel of the GameStreamer Network. Publisher shall not publish, or otherwise display, GameStreamer´s GameStreamer Network or any portion thereof prior to Acceptance (as defined herein) without the prior written approval of GameStreamer.

4. PUBLISHER OBLIGATIONS AND RIGHTS

4.1 Delivery. Publisher agrees to provide GameStreamer with unprotected master versions of each Game(s) or Trial Game(s) and any Publisher Content in a timely manner, and as provided herein. For each submitted Game or Trial Game, within five (5) days of submission Publisher shall provide GameStreamer with sufficient marketing materials to promote the sale of each such Game or Trial Game, including but not limited to Publisher Content, digital commercials, digital game trailers, digital manuals and digital marketing, free of pornographic content, computer viruses or other damaging features, and which contain mutually agreed to GameStreamer branding. Publisher shall deliver to GameStreamer all code, documentation, reports, and other materials developed by Publisher in the course of its performance under this Agreement and any other items reasonably necessary for the operation of the GameStreamer Network (other than third party operating system software, third party networking software, web Browsers, and hardware) and all changes and enhancements thereto. Documentation shall be delivered in printed format and in electronic format. Code shall be delivered in electronic format. Publisher agrees to upload Game(s) and all related marketing materials to promote the sale of such Game(s) to GameStreamer´s Content Extranet located at http://extranet.gamestreamer.net/. Files containing Publisher Content will be provided in HTML format, standard word processing text format or, if images, as TIFF´s, GIF´s, JPEG´s, or Photoshop files.

4.2 Ownership.

(a) GameStreamer acknowledges and agrees that all right, title and interest in and to the Game(s) and any Publisher Content submitted by Publisher and any and all ancillary and interface software, all current and future enhancements, revisions, new releases, updates, and documentation, including any derivative works, copyrights, trademarks, trade secrets, patents or other intellectual property and goodwill thereof or therein, are and will remain the property of Publisher, and that no right, title or interest in any of the foregoing is granted to GameStreamer except the license granted to GameStreamer under this Agreement. Except as expressly provided herein, GameStreamer may not disclose, modify, adapt, translate or create derivative works based thereon without the prior written consent of Publisher. All goodwill associated with the use of the Publisher Content, including approved trademarks, logos, Game names, and Game graphical art and editorial materials, shall inure to Publisher.

(b) Publisher acknowledges and agrees that all right, title and interest in and to the GameStreamer Network and any and all GameStreamer confidential information, ancillary and interface software, all current and future enhancements, revisions, new releases, updates, and documentation, including any derivative works, copyrights, trademarks, trade secrets, patents or other intellectual property and goodwill thereof or therein, are and will remain the property of GameStreamer, and that no right, title or interest in any of the foregoing is granted to Publisher except as expressly provided herein.

4.3 Customer Support. Publisher agrees that it is Publisher´s obligation to provide Game support to GameStreamer as it relates to the Game(s) or Trial Game(s) that GameStreamer distributes. Publisher agrees to provide customer support to GameStreamer similar to that support Publisher provides to other distributors of the Game(s) or Trial Game(s).

5. PAYMENT TERMS

5.1 Payments. GameStreamer will pay Publisher twenty five percent (25%) of Net Revenue generated per Game(s) or Trial Game(s) submitted by Publisher and distributed by GameStreamer. Payments to Publisher will be made within thirty (30) days after the end of each calendar month in which the actual Net Revenue is collected by GameStreamer in accordance with Article 5. All payments will be made in US dollars.

5.2 Reporting and Audit. GameStreamer will provide with each payment as provided in Section 5.1, a report setting forth sales for the applicable license payment period. All such reports shall be reasonably detailed, setting out, at a minimum, total and per-channel sales of the Publisher Games (including downloads and distributions of Trial Games), the per-unit pricing, and all deductions for the applicable period. Publisher is entitled, on thirty (30) days prior written notice to GameStreamer and not more than once per any twelve (12) month period, to attend (or appoint an independent accountant to attend) GameStreamer´s premises and inspect such of GameStreamer´s records as may be reasonably necessary to verify the information contained in any report delivered by GameStreamer to Publisher under this Agreement. GameStreamer must permit any such inspection at any time during the term of this Agreement and for twelve (12) months thereafter. If an inspection under this section reveals that the total amount payable to Publisher is a sum greater than the amount specified in the relevant reports, then GameStreamer will pay to Publisher the difference within ten (10) days of demand in writing by Publisher which demand will be accompanied by a copy of the inspection report. If the amount payable to Publisher under this section exceeds the amount specified in any report or reports by 10% or more, then GameStreamer will also pay the reasonable and necessary costs and expenses actually incurred by Publisher for that inspection.

5.3 Method of Payment. Prior to receiving any license payments, Publisher will provide payment and tax information including, if necessary, a valid tax I.D. number. GameStreamer may withhold any payments due and payable to Publisher in escrow until all necessary tax information is received from Publisher. GameStreamer will (i) issue and deliver to Publisher a check for the license fees earned, (ii) directly deposit the license fees earned into Publisher´s bank account or (iii) send Publisher a wire transfer. If Publisher selects payment via check or direct deposit, GameStreamer may accrue and withhold license fees until the total amount due is at least $100.00, and payments via wire transfer may be withheld until the total amount due is at least $200.00. Accrued but unpaid license fees will be held by GameStreamer as provided herein without interest.

6. WARRANTIES AND LIABILITY

6.1 GameStreamer Representations and Warranties. GameStreamer represents and warrants that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (b) its activities under this Agreement will not violate any applicable United States federal, state or local law or regulation; (c) it shall perform all of its distribution, marketing, promotion and support activities under this Agreement in a commercially reasonable manner, consistent with industry standards, including security standards; and (d) to the best of GameStreamer´s knowledge, the GameStreamer Network, GameStreamer confidential information or DRM options offered by GameStreamer do not infringe any United States registered patent, trademark, or copyrights of any third party (other than Publisher or any person or entity claiming through Publisher).

6.2 Publisher Representations and Warranties. Publisher hereby represents and warrants to GameStreamer that: (a) Publisher is authorized to enter into this Agreement; and (b) Publisher (i) has the full power and authority to enter into this Agreement, (ii) Publisher has all necessary title, rights, and interest in and to the Game(s) and Publisher Content to grant GameStreamer the rights granted hereunder; (iii) neither the Game(s), the Publisher Content nor the marketing or sale of the Games as described herein infringes any copyright, patent, trademark, license or other proprietary right of any person or entity (including trade secrets), privacy, or similar rights of any person or entity, nor has any claim (whether or not embodied in an action, past or present) of such infringement been threatened or asserted, nor is such a claim pending against Publisher or, insofar as Publisher is aware, against any person or entity from which Publisher has obtained such rights; (iv) the Game(s) and Publisher Content do not contain any material that is libelous or defamatory, obscene, pornographic material or any computer virus or other contaminating or destructive feature of any kind; (v) the Game(s) will perform materially in accordance with Publisher´s specifications and documentation; and (vi) to the best of Publisher´s knowledge, the master media on which the Game(s) are delivered to GameStreamer is free from defects in material and workmanship and does not contain any computer virus or destructive feature. In the event GameStreamer becomes aware of a breach or potential breach of the representations and warranties specified herein, in addition to any other rights and remedies available to GameStreamer, GameStreamer may immediately discontinue distributing and marketing the Game(s) without any liability to Publisher. In addition, Publisher will comply with all applicable federal, state and local laws and regulations in the performance of its obligations hereunder. Publisher shall not include any of the following in any Game or Trial Game, Publisher Content or related materials: text, graphics, sound, or animations that might be viewed as offensive or related in any way to sex or any illegal activities; links to other sites that might be viewed as offensive or related in any way to sex or any illegal activities; impressionistic or cartoon like graphics; invisible text, metatags (i.e., text that is present only when a "webcrawler" or other Web indexing tool accesses the GameStreamer Network), or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.

6.3 No Other Warranties; Disclaimer. IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT GAMESTREAMER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE WEB SITE OR ITS SERVICES AND THAT PUBLISHER HAS NOT RELIED ON ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO THE GAMESTREAMER NETWORK, MARKETING AND SALES LITERATURE AND PROPOSALS, EXCEPT AS EXPRESSLY STATED HEREIN. THE FOREGOING WARRANTIES AND REPRESENTATIONS ARE IN LIEU OF AND GAMESTREAMER HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, SUITABILITY, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.4 Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED HEREIN, OR FOR SUCH PARTY´S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, CONFIDENTIALITY OR INFRINGEMENT INDEMNIFICATION OBLIGATIONS, NEITHER PARTY HERETO SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL GAMESTREAMER´S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO PUBLISHER BY GAMESTREAMER HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTH PERIOD.

7. INDEMNIFICATION

7.1 Publisher Indemnification. Publisher will defend, indemnify, and hold GameStreamer harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any third party claim or action brought against GameStreamer for: (a) actual or alleged infringement of any patent, copyright, trademark, service mark, trade secret, or other proprietary rights based upon the duplication, sale, license, or use of the Game(s) or Publisher Content by GameStreamer, or any Customer(s) in compliance with this Agreement and, with respect to Customers, the relevant end user license; (b) actual or alleged infringement of any patent, copyright, trademark, service mark, trade secret, or other proprietary rights based upon the unauthorized access of any Game(s) resulting from any third party breach or circumvention of the applicable DRM selected by Publisher and utilized by GameStreamer (if any); or (c) a material uncured breach of Publisher´s representations, warranties or obligations as set forth herein. Upon notice of an alleged infringement or if in Publisher´s opinion such a claim is likely, Publisher will have the right, at its option, to obtain the right for GameStreamer to continue to exercise the rights granted under this Agreement by substituting the Game(s) with non-infringing Game(s) or Trial Game(s) that are of similar quality or modifying the Game(s) so that they are no longer infringing. In the event that none of the above options are reasonably available, Publisher may immediately remove the affected Game(s) or Trial Game(s).

7.2 GameStreamer Indemnification. GameStreamer will defend, indemnify, and hold Publisher harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any third party claim or action brought against Publisher for: (a) actual or alleged infringement of any patent, copyright, trademark, service mark, trade secret, or other proprietary rights based upon the unauthorized use of the DRM by GameStreamer; or (b) a material uncured breach of GameStreamer´s representations, warranties or obligations as set forth herein. Upon notice of an alleged infringement or if in GameStreamer´s opinion such a claim is likely, GameStreamer will have the right, at its option, to obtain the right to substitute the DRM with non-infringing DRM or modifying the DRM so that it is no longer infringing. In the event that none of the above options are reasonably available, GameStreamer may terminate this Agreement. GameStreamer shall not be responsible for, and shall have no obligation to indemnify Publisher for, the duplication, sale, license, or use of the Game(s) or Publisher Content based upon the actions of any third party related to the unauthorized access to or disclosure of Game(s), Trial Game(s) or Publisher Content, including the circumvention of any DRM selected by Publisher (if any), except to the extent, but only to the extent, actually caused by the actions or inactions of GameStreamer (or White Label Partner).

7.3 Conditions of Indemnification. A party´s obligations to indemnify the other party are expressly conditioned on the party seeking indemnification: (a) giving written notice of the claim promptly to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim; (c) providing to the indemnifying party all available information and assistance (at the indemnifying party´s expense); (d) not compromising or settling such claim, and (e) in the case of indemnification by Publisher against a claim alleging facts that would be a breach of Sections 6.1(b), GameStreamer promptly and completely ceasing distribution of the affected Game(s).

8. TERM AND TERMINATION

8.1 Term. This Agreement will take effect starting on the Effective Date and will continue thereafter for an initial term of thirty six (36) consecutive calendar months. The Agreement will then automatically renew for additional terms of twelve (12) months, unless either party notifies the other party in writing of its intent not to renew at least thirty (30) days prior to the end of the initial term or any renewal term; provided, however, that this Agreement shall remain valid and enforceable until the last Distribution Term for any Game(s) or Trial Game(s) has expired in accordance herewith.

8.2 Distribution Term for Game(s) or Trial Game(s). For each submitted and approved Game(s) or Trial Game(s), GameStreamer shall be permitted to distribute any such Game(s) or Trial Game(s) in accordance with the terms of this Agreement. Publisher may remove any Game(s) or Trial Game(s) from the GameStreamer Network upon sixty (60) days prior written notice; provided, however, that Publisher may not request the removal of any approved Game(s) or Trial Game(s) without cause within the first half of the initial term of this Agreement.

8.3 Termination. Either party may terminate this Agreement (a) if the other party has materially breached a term, obligation or condition of this Agreement and has failed to cure the breach within thirty (30) days of written notice specifying the material breach by the other party; or (b) effective immediately upon written notice if: (i) all or a substantial portion of the assets of the other party are transferred to an assignee for the benefit of creditors to a receiver or to a trustee in bankruptcy; (ii) a proceeding is commenced by or against the other party for relief under the bankruptcy or similar laws, and such proceeding is not dismissed within sixty (60) days; or (iii) the other party is adjudged bankrupt.

8.4 Effect of Termination. Upon termination of the Agreement, the license grant for the Game(s), Trial Game(s) and any Publisher Content granted by Publisher to GameStreamer will expire; provided, however, GameStreamer shall be permitted to continue to utilize the Publisher Content to continue to market, sell and distribute any Game(s) or Trial Game(s) submitted by Publisher and approved by GameStreamer as of the effective date of termination for a wind-down period of up to ninety (90) days after the effective date of termination. During the wind-down period, all of Publisher´s and GameStreamer´s rights and responsibilities shall remain in full effect. All per-license payments due to Publisher during such wind-down period will be payable to Publisher as stated in section 5.1 within thirty (30) days after the termination of the wind-down period. All Game(s) end user licenses sold by GameStreamer will continue according to their terms after the termination or expiration of this Agreement. Upon termination of the Agreement, the license grant for the use of any GameStreamer confidential or proprietary information, intellectual property, corporate names, trademarks, logos or other similar information granted by GameStreamer to Publisher will expire.

9. CONFIDENTIALITY

9.1 Confidentiality and Privacy. Each party acknowledges that in the course of performing under this Agreement or future agreements between the parties, each party may learn confidential, trade secret, or proprietary information concerning the other party or third parties to whom the other party has an obligation of confidentiality ("Confidential Information"). Without limiting the foregoing, GameStreamer´s Confidential Information shall include, without limitation, business information, financial information and employee information; information regarding GameStreamer products, marketing plans, business plans, customer names and lists; programs, software architecture, technology and trade secrets. Information, such as Customer Confidential Information, or any other information provided by or on behalf of a GameStreamer Customer, which is provided by GameStreamer in accordance with its reporting obligations contained herein, shall be owned by GameStreamer or each individual Customer, respectively. "Confidential Information" does not include information that (a) was in the receiving party´s possession or was known to it prior to its receipt from the disclosing party, (b) is independently developed by the receiving party without the utilization of Confidential Information of the disclosing party, (c) is or becomes public knowledge without fault of the receiving party, or (d) is or becomes available on an unrestricted basis to the receiving party from a source other than the disclosing party.

9.2 Use of Confidential Information. Each party will restrict the use of all Confidential Information to those purposes necessary for the performance under this Agreement. During the term of this Agreement and thereafter, each party will safeguard against disclosure of Confidential Information to third parties, using the same degree of care to prevent disclosure as it uses to protect its own information of like importance, but at least reasonable care. Each party may make only the minimum number of copies of any Confidential Information required to carry out the purpose of this Agreement.

9.3 Return of Confidential Information. Except as otherwise expressly provided herein, upon termination or expiration of this Agreement, each party will return to the other party or destroy all Confidential Information provided pursuant to this Agreement that belongs to such other party and all copies, notes, diagrams and all other material containing any portion of such Confidential Information, unless such Confidential Information is otherwise licensed to such party by separate written agreement. Upon a party´s written request, a responsible officer of the other party will certify in writing that requirements herein have been complied with by such other party. The parties´ obligations with respect to Confidential Information will continue during and for a term of eighteen (18) months from the date of termination of this Agreement.

10. GENERAL PROVISIONS

10.1 Miscellaneous. This Agreement, including any and all exhibits attached hereto, states the entire agreement between the parties relating to the subject matter of this Agreement and supersedes any and all prior agreements (except as expressly set forth herein) and communications, written or oral. Any amendment or modification of this Agreement must be made in writing and signed by both parties unless specifically stated otherwise. The parties are independent entities. This Agreement is not a third party beneficiary contract and shall not be construed to be for any third party´s benefit. No third party shall have any claim or right of action hereunder. This Agreement may be executed in several counterparts or by facsimile signature, each such counterpart and facsimile constituting an original and all of which, when so executed, together shall constitute this Agreement, and notwithstanding their date of execution such counterparts and facsimiles shall be deemed to bear the date first written above.

10.2 Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida without regard to its internal principles governing conflicts or choice of law. Any action related to this Agreement shall be brought solely in the state or federal courts exercising jurisdiction in Hillsborough County, Florida, and the Parties hereby consent to such sole jurisdiction and venue, and waive any defense to such jurisdiction in any suit to enforce any right under this Agreement.

10.3 Pricing. Publisher acknowledges that the prices afforded to GameStreamer, to the best of Publisher´s knowledge, shall be the most favored pricing Publisher makes available to any customer for the Game(s) or any similar products. If Publisher offers more favorable provisions to any of its customers, who are purchasing a similar volume and type of Game(s) during the Term than those being offered to GameStreamer, such provisions shall be made available to GameStreamer. Further, Publisher acknowledges that GameStreamer shall have the authority to establish the retail prices at which GameStreamer re-sells the Products in its sole discretion, without price controls or restrictions imposed by Publisher of any nature whatsoever.

10.4 Compliance with Laws. Each party will comply with all material aspects of the laws and regulations applicable to its activities under this Agreement. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

10.5 Consent to Conduct Business Electronically. The parties may use and rely upon electronic records and electronic signatures (a) for the execution and delivery of this Agreement and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with this Agreement, and (b) in performing their obligations or exercising their rights under this Agreement. A party will not prevent or inhibit in any way any other party from printing, saving or otherwise storing electronic records sent or otherwise made available to the other party. The parties agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files or electronic records are to be in writing or signed by the party to be bound thereby. Each party will bear its own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware and other equipment upgrades and purchases, in order to be able to conduct business electronically.

10.6 Notices. All notices under this Agreement will be sent in writing by personal service, trackable delivery service, or regular mail to the addresses at the beginning of this Agreement. Alternatively, notices may be provided electronically to the parties designated email addresses in accordance with Section 10.5 above. Either party may change its address by providing written or electronic notice in an amendment to the other party. Notice will be effective on receipt, as shown by signature, delivery receipt, or actual acknowledgement.

10.7 Assignment. Neither party may assign or transfer its rights or delegate its obligations under this Agreement without the other party´s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, this Agreement, and all of its rights and obligations hereunder, shall be assignable by GameStreamer in connection with a merger, consolidation or sale of substantially all of its assets. This Agreement shall be binding upon the successors and assigns of the parties to this Agreement.

10.8 Press Releases. Neither party may issue a press release or make public statements relating to this Agreement without the other party´s review of and prior written or email consent.

10.9 Independent Contractor. Publisher is an independent contractor under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship between Publisher and GameStreamer. Neither party shall have the authority to enter into agreements of any kind on behalf of the other party and shall have no power or authority to bind or obligate the other parry in any manner to any third party. Publisher has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be carried out by Publisher hereunder, unless otherwise provided herein.

10.10 Taxes. The parties acknowledge and agree that Publisher is an independent contractor and thus GameStreamer has made no provision for FICA, FUTA, income tax withholding, or any other employment-related taxes, and GameStreamer shall only be required to report the compensation to Publisher on Form 1099-MISC. Publisher shall be responsible for all federal, state and local income taxes accruing to it for the performance of the Services or payments received by Publisher hereunder. GameStreamer shall be responsible for all state and local sales taxes accruing in connection with payment for the Services hereunder.

10.11 Restrictive Covenants. Neither party shall hire, solicit or advise others to hire or solicit any employee of the other party for a period of twelve (12) months following the Effective Date of this Agreement, without the prior written consent of the other party.

10.12 Force Majeure. Except with respects to the payment of any amounts due hereunder, neither party will be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of material or supplies or any other cause reasonably beyond the control of such party ("Force Majeure"), provided that such party gives the other party prompt written notice of such act and, in any event, within ten (10) days of discovery thereof, and uses its diligent, good faith efforts to cure the breach. In the event of such a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure but not in excess of two (2) months.

10.13 U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. For U.S. Government users, Licensor agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 U.S.C. 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 C.F.R. Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.

10.14 Severability. Should any of the provisions of this Agreement be held to be too broad or invalid or unenforceable by a court of competent jurisdiction, then such provision(s) shall be so interpreted and applied in such a narrower sense as shall be necessary to make such provision(s) valid and enforceable. The provisions of this Agreement are separate and independent covenants and each party hereto agrees that the invalidity or unenforceability of one or more of the provisions or covenants hereof shall not affect the validity or enforceability of the remaining provisions in this Agreement, which Agreement shall then be construed in all respects as if such invalid or unenforceable provision were omitted.

10.15 Survival. Sections 2.1, 2.3, 3.3, 4.2, and 8.4, and Articles 5, 6, 7, 9 and 10 will continue and survive termination.

10.16 Attorney´s Fees. In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled to recover its attorney´s fees and costs.