Joint Development Agreement

1.  Introduction

1.1   You have previously registered as a Registered User of the BCre8ive online platform pursuant to an agreement (“the Registered User Agreement”) between you and BCre8ive Limited (Company No. 07606648) whose registered office is at 88 Gladesmore Road, London N15 6TD (“we” “us” “our”). You subsequently entered into a further agreement with us (“the Group Membership Agreement”) pursuant to which you uploaded Content and were placed in a Group to develop one or more Group Artefacts. The most recent versions of the Registered User Agreement and Group Membership Agreement are found [here] and [here]. All capitalized terms used in the Registered User Agreement and Group Membership Agreement shall have the same meaning in this agreement unless the context admits otherwise. The terms of the Registered User Agreement and Group Membership Agreement may have been updated since you last accepted them.

1.2   Using the Platform, you have engaged a Mentor to give guidance on a particular Group Artefact which you now wish to develop in a Workshop environment, with a view to creating a Dramatic World. You may later wish to apply to be placed in a Lab with an industry professional or company (“Sponsor”) introduced by us.

1.3   By applying to be placed in a Workshop you are agreeing (a) to continue to be bound by the Group Membership Agreement and the Registered User Agreement, as the same may have been updated as at the date of this agreement, and (b) to observe and be bound by the terms of this agreement. If you do not agree to these terms, you may not participate in any Workshop or Lab.

1.4   For the avoidance of doubt, this agreement shall constitute a Development Agreement as referred in the Group Membership Agreement. References to the Group Artefact in this agreement shall mean the particular Group Artefact that is to be developed hereunder, and not any other Group Artefacts which you may have contributed to via the Platform. The same shall be true of references to the Group, the Group Members, the Mentor, the Workshop and the Lab.

1.5   This agreement is conditional upon each co-owner of the Group Artefact and each Group Member of the Workshop entering into an agreement with us on the same terms. By agreeing to the terms of this agreement, you are treated as making an offer to us on those terms. If each Group Member and co-owner makes the same offer then we may accept those offers together by written notice. We may in our sole discretion permit you to enter into this agreement on behalf of and as agent for a co-owner who is not a Registered User.

1.6   You acknowledge that your participation in either a Workshop or a Lab and the involvement of a Sponsor and/or Mentor and is predicated on the Group Artefact being available for commercial exploitation, in respect of which certain restrictive covenants, options and the assignment of the Group Artefact to us to hold for the Group is required.

2.  Assignment of the rights in the Group Artefact on Trust for the Group

2.1   Upon our acceptance of you into a Workshop, and in consideration of the further services provided at the Platform in respect thereto, you assign to us with full title guarantee all intellectual property rights in the Group Artefact and the Dramatic World and any derivatives thereof that have been created or contributed by you, including without limitation all underlying Content uploaded to the Platform and any contributions made via the Workshop or Lab environment, to hold on trust for the Group Members in equal shares. You also waive any moral rights in and to the Group Artefact.

2.2   Notwithstanding the assignment under clause 2.1, we shall not exploit the Group Artefact or the Dramatic World without the consent of the Group Members which consent may be given by the voting tools provided via the Platform.

2.3   You may require us at any time to reassign to the Group Members in equal shares all rights assigned to us under clause 2.1, pursuant to a written assignment between each of the Group Members and us which assignment shall include a right to receive the Royalty. You may also require us to reassign the rights assigned by you to us hereunder in the event that each other Group Member has not assigned their interest in the Group Artefact to us within 30 days of the date of this agreement.

2.4   We license back to you and the Group the right to develop the Group Artefact / Dramatic World within the Workshop and/or Lab in accordance with the protocols of the Platform but not to commercially exploit the Group Artefact other than pursuant to a reassignment of the Group Artefact in accordance with clause 2c.

3.  Term, Termination and appointment of Sponsor

3.1   The term of this agreement (“the Term”) shall commence on the date hereof and shall continue until the Workshop or Lab is withdrawn by us (other than temporarily for maintenance) or disbanded by you in accordance with the Platform protocols. Notwithstanding the foregoing, once a Lab is formed then the Term shall continue for a further fixed period of 3 months.

3.2   We may terminate any Workshop or Lab upon 30 days’ notice, or immediately in the event that you cease to engage the Mentor and/or (in respect of a Lab) if the Sponsor withdraws.

3.3   In the event that you wish to leave a Group after a Workshop or Lab is formed, then you may do so upon giving 30 days’ notice to the other Group Members at any time after the first 3 months. You shall be entitled to receive your share of the proceeds of the Group Artefact / Dramatic World after having served notice save that your share shall be reduced by fifty per cent (50%) and the remainder reallocated to the other Group Members.

3.4   It shall be a condition of the involvement of the Sponsor that the Group enter into an agreement with the Sponsor as to the commercial interests of the Sponsor in the Group Artefact / Dramatic World. If the Group declines to make that agreement, then the Sponsor may withdraw and we may terminate the Lab.

4.  Nondisclosure and Restrictions on Competing

4.1   You agree that during and after the Term you shall not publish or discuss with anyone other than us, the Group Members, the Sponsor and/or the Mentor any confidential information relating to the Group Artefact, the Sponsor or the Group Members other than with the permission of the Group Members. Confidential information shall include business opportunities and creative ideas concerning the Group Artefact, Dramatic World or any commercially sensitive information concerning the Sponsor.

4.2   You agree that during the Term and for a period of 12 months afterwards you shall not develop or exploit any work materially similar to the Group Artefact or Dramatic World.

5.  Our Entitlement

5.1   Notwithstanding anything else in this agreement, we shall be entitled to receive a royalty as set out below (“the Royalty”) of all gross proceeds from the exploitation, licence or assignment of the Group Artefact and/or the Dramatic World, any derivative thereof, and any exploitation of the name and goodwill of the Group Artefact and/or Dramatic World and its surrounding assets. It shall be a condition of any such exploitation that we be accounted to for the Royalty directly.

5.2   The Royalty shall be two percent (2%) save that in the event that you are accepted into a Lab, and conditional upon the introduction via the Lab to a Sponsor, the Royalty shall be increased to eight per cent (8%).

5.3   Without prejudice to the foregoing, you agree that you shall observe any similar royalty undertaking given to the Mentor pursuant to a Mentor Agreement in respect of the same. You acknowledge that the expected additional royalty due to a Mentor is 0.5% increasing to 2% respectively, on the same basis as the Royalty.

For the avoidance of doubt, our entitlement to receive the Royalty shall survive the termination of the Term.

6.  Law and Jurisdiction

6.1   This agreement (and any dispute, controversy, proceedings or claim of whatever nature in relation to them) shall be governed and interpreted in accordance with English law and the English courts shall have exclusive jurisdiction in relation thereto.