8、DELIVERY MATERIALS

Licensor agrees to deliver all Master Programs (s) to CTP no later than 30 days following the execution of this Agreement.

CTP will specify place and format of content delivery. Master Programs will remain in CTP’s possession for reproduction

purposes until one year after the Commencement Date, and not to be edited, altered, destroyed. The specific delivery

mechanism will be agreed upon and may include digital transmission from Beijing to a CTP-specified server in the USA via FTP,

loading programs on a server provided by CTP and shipping such to CTP or on DVDs. The objective is to use whatever mechanism

will provide the highest quality content from a technical perspective so as to meet the specifications of platform operators.

Initially, all Programs shall be the Chinese language and with subtitles to the maximum extent possible. Programs that are

available in languages other than Chinese such as English and Spanish shall be provided on a priority basis.

9、EDITING AND NARRATING

CTP shall have the right to edit the Programs to comply with the censorship of the Territory and formatting for commercial

insertion and timing purposes as well as to meet the format requirements of distributors and distribution platforms.  CTP may

also generate clips and other media extracts and reprogram the film materials into short run time formats to accommodate

commercial opportunities, such as VOD and clips. In so doing the copyrights of Globe Animation will not be impaired and the

creative integrity of Globe works will be maintained.

10、PROMOTIONAL MATERIALS

Upon the earlier of the mutual execution of this Agreement or delivery of the Delivery Materials, Licensor shall provide CTP

with promotional materials including brochures, a synopsis and description of the program in the Chinese and English

languages. In addition, Licensor may provide other promotional assistance as may be mutually agreed to. Both parties will

share in the development of a promotional plan – which may include offline advertisements in local community newspapers;

advertisements on TV and online advertisements; trailers; and marketing to/development of promotional websites, as

appropriate.

11、ASSIGNMENT

Licensee (CTP) shall be entitled to contract with platform operators and distributors for the purposes of transmitting the

Licensor’s (Globe Animation) programs per Clause#3, Clause #4 and Clause #12. In order to transfer or convey any of its other

rights and obligations under this agreement, in whole or in part, CTP shall seek the consent of Globe Animation whose approval

shall not be unreasonably withheld. This does not include CTP’s payment responsibility which shall remain the obligation of

CTP for the Term of the Agreement.

12. Intellectual Property.  Party B grants to CTP the limited, non-exclusive right to use  Party B’s trademarks and logos

set forth in Exhibit “B” in accordance with the guidelines set forth therein, as well as the trademarks and logos included

in the Licensed Content (including the name of any artist or the title of any work included in the Licensed Content

(collectively, the "Licensor Marks") (i) to identify the Licensed Content as Licensor’s content in connection with the

display and distribution of the Licensed Content as permitted in this Agreement, and (ii) to publicize or promote the

availability of the Licensed Content through CTP’s Distribution Platforms. 

CTP may include its logos and trademarks/water marks such as “Tantao” alongside Party B’s trademarks and logos for

promotional purposes.

The Licensed Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including any

copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual

property or proprietary right or (b) slander, defame, libel or invade the right of privacy, publicity or other property

rights of any person.  Party B shall be solely responsible at no cost to CTP for (c) procuring and maintaining during the

Term all rights, consents, licenses, and clearances with respect to any sound recordings, musical compositions, audiovisual

works, graphical works, and any other works or elements comprising or embodied in the Licensed Content as necessary for CTP 

to exercise the rights and licenses granted by Party B hereunder; including publicity and moral rights, literary or dramatic

rights, master use rights, publishing rights, synchronization rights, mechanical rights, public performance rights, server

copy rights, ephemeral recording rights, and any other applicable rights that inure to the benefit of composers, publishers,

authors, performers, producers, actors, and other third parties (all of the foregoing, collectively, “Required Consents”)

and (d) paying, and shall timely pay, to any interested third parties all royalties, clearance costs, and payments that may

be required under collective bargaining agreements, and all other fees relating to or arising out of any Required Consents.

Party B shall grant CTP rights to license derivative rights for merchandising purposes and the development of games on a

case-by-case basis. Any such grant shall be the subject of a separate commercial agreement.

13. Indemnification; Limitation of Liability. The Parties shall indemnify and defend each other and hold each other harmless

from any loss, claim or damage to persons or property, arising out of this Agreement, the work to be performed, including

attorney’s fees, to the extent that such loss, claim or damage is caused by the gross negligence or willful misconduct of

Party A or Party B’s breach of any term of this Agreement.  This indemnity shall survive the expiration or any termination

of this Agreement.

                      Neither party shall have any liability to the other with respect to its obligations under this Agreement

for special, incidental, consequential, punitive or exemplary damages, including, without limitation, lost profits, even if

that party has been advised of the possibility of such damages and neither party’s obligations to the other shall exceed the

amount of CTP’s payments to Party B.

14. Choice of Law; Venue.  It is the intention of the parties hereto that this Agreement and the performance hereunder and

all suits and special proceedings hereunder be construed in accordance with and pursuant to the laws of the Special

Administrative Region of Hong Kong.

15.   Arbitration.  The parties agree that all disputes or questions in connection with this Agreement shall be finally

settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in

accordance with the said Rules, the site of such arbitration shall be Geneva, Switzerland.

                                 16. Independent Party.  CTP and Party B are and shall at all times be independent parties and

shall not be deemed an employee or agent of the other.  Nothing in this Agreement is intended to, or shall be deemed to,

constitute a joint venture between the parties. 

                            17. Termination.

a.      This Agreement shall be terminated, in the event either party hereto breaches this Agreement and fails to remedy such

breach within the conditions specified in Default, as follows: a party shall be in default of this Agreement if it fails to

observe and perform any of the material terms, covenants or conditions of this Agreement. Upon such Default, the other Party

shall give the Party in default a written notice, which describes the default and requires cure of said default within

twenty-two (22) Business Days. In the event that the Party in default fails to cure the default within the stated time, the

other party may terminate this Agreement, cease performance of its obligations hereunder without further notice, liability or

obligation except for those that have accrued hereunder on or before the date of such termination.

b.      The parties may with mutual consent terminate the Agreement for lack of performance regarding Party B not paying any

undisputed Fees already due and payable.

c.      Both Parties may terminate the Agreement in the event of a Force Majeure Event continuing for 30 consecutive days.

Under such circumstances, the parties shall not be liable for any failure of performance due to causes beyond either party’s

commercially reasonable control.

d.      The Agreement will automatically terminate if either party declares itself insolvent.

e.      Any termination of the Agreement shall be without prejudice to the rights or remedies of either Party against the

other Party in respect of any breach of the Agreement.

f.       In the event of termination, Party B shall continue to grant to CTP the rights of the Agreement so that the Party A

can fulfill the terms of its contractual obligations with platform operators and distributors that exist as of the date of

termination, not exceeding the maximum limit of one year.

ACCEPTED AND AGREED

PARTY A: China Translation Partners （Representative & Authorized by CTP）

China Translation Partners, LLC,

By:                               , ___________ (date)

Jalili S. Shsaiam, CEO

PARTY B: Globe Animation, Inc. 

Globe Animation, Inc., a People’s Republic of China Corporation

By: ______________________, _______________ (date)

______________________________________

     Printed name, Title

APPENDIX A

Titles of Animation/Cartoon Properties (In English and Chinese) Including Episodes (if any)

EXHIBIT “B”

LICENSOR’S GUIDELINES

Globe Animation, Inc. (Licensor) attests that before providing original Masters of programs to China Translation Partners for

the purposes of this Agreement, including but not limited to Clause #3, Clause #4, and Clause # 12, that it has received

“Certificates of Original Rights” from the producers/owners of the programs listed in Appendix A or is the Original Rights

holder.