WORK FOR HIRE AND

NON-DISCLOSURE AGREEMENT
AGREEMENT, dated __________, 20___, between
________________________ with an address at ______________________________
________________________________________(“Contributor”), and Verberations Inc.,
a New York corporation with an address: ℅ SFG, 555 Madison Avenue, Suite 559
New York, NY 10022-3301, USA (“Verberations”).

Contributor has been retained by Verberations to provide translation and similar

services in connection with a production on contract to ELEMENTARY S6 (the
“Production”), on contract to CBS TELEVISION STUDIOS (the “Producer”).

Anyone contributing to the development of intellectual property materials, such as

translations, for Verberations must enter into a written agreement with Verberations,
covering ownership of such materials and other matter.

Now, therefore, in consideration of the premises and the mutual covenants herein
contained, the adequacy and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

1) Intellectual Property:
a) Work Covered: This Agreement covers all Work (defined below) that is
conceived, made or suggested either by Contributor or by others with the
assistance or other participation of Contributor that (i) is related to or useful for
any work assigned by Verberations to Contributor or (ii) is conceived, made or
suggested on Verberations's or the Studio’s or any other Production partner’s
premises or with the use of Verberations’s or the Studio’s or any other Production
partner’s materials, facilities or equipment or (iii) is otherwise delivered by
Contributor to Verberations or the Studio or any other Production partner as part
of Contributor’s provision of services to Verberations.
b) Definition: The term “Work” covers all copyrightable works, materials and ideas
and all information about any developments, designs, processes, discoveries,
technologies and inventions (“Creations”) and any improvement to any Creations.
Work also includes all information and data relating to Creations (including,
without limitation, all translations, sketches, ideas, manuscripts, books, scripts,
writings and other works of authorship). Creations are Work (A) whether or not
they are copyrightable, (B) whether or not they are legally protectable or
recognized as a form of property, and (C) whether or not they are completed or
used in practice.

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2) Verberations’s Ownership of the Work:
a) Work for Hire: Contributor agrees that the Work shall be a “work made for hire”
within the meaning of the U.S. Copyright Act.
b) Transfer: To the extent the Work may not be deemed a “work made for hire”
under applicable law, Contributor hereby irrevocably transfers to Verberations, its
successors and assignees, all rights, title and interests therein, whether or not
copyrightable or legally protectible or recognized as forms of property and
whether or not completed or used in practice, including all rights under copyright
and the exclusive rights to print, publish, distribute and sell the Work (including
via the Internet or other electronic networks), alone or in combination with other
contributions, in whole or in part, in any language, throughout the world, in print,
audiovisual media, electronic media and in any other form or medium whether
now known or hereafter known, together with the right to make such changes as
Verberations deems appropriate.
c) Help Filing: Upon request by Verberations, Contributor shall, without additional
compensation, execute all such assignments and other documents and perform all
such acts necessary to enable Verberations to obtain or uphold for its benefit
copyrights for, and other rights to, the Work, which shall be owned by
Verberations, whether or not Contributor is the legal author or inventor thereof.

3) Acknowledgments:
a) Consideration: Each of Contributor and Verberations acknowledges that
Verberations has agreed to pay, and Contributor has agreed to accept, mutually
agreeable compensation from Verberations for services to be rendered to
Verberations, including, without limitation the creation of Work. Further,
Contributor acknowledges the adequacy and sufficiency of such compensation to
be paid to Contributor after the date of this Agreement as consideration for the
performance of services for Verberations, the creation and assignment to
Verberations of Work, and for the covenants of Contributor made in this
Agreement. Contributor further acknowledges that Verberations is relying upon
the covenants of Contributor in this Agreement as inducements to provide
Contributor with continued work and in connection therewith to permit
Contributor to have continued access to Confidential Info (defined below).
b) No Employment Agreement: Each of Contributor and Verberations acknowledges
that this Agreement creates no employment relationship between Contributor and
Verberations and that, if Contributor is to be employed by Verberations, the terms
of that relationship shall be provided for in a separate written employment
agreement between Contributor and Verberations.

4) Contributor’s Representations:
a) Original Work: Contributor represents and warrants that he or she has the right to
enter into this agreement and to grant the rights set forth in this Agreement.
Further, he or she warrants to create only original Work under this Agreement that
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 is accurate and correct, is not assigned or pledged to someone else, does not
contain any unlawful or libelous matter, has not been published or disclosed
before, is not in the public domain, and does not infringe upon the rights,
including patent, privacy and copyright, of any other person. Verberations may
require Contributor to provide research materials and sources to show that Work
is original, but Contributor’s representations and warranties shall not be limited
by reference to such supporting material or any investigation by Verberations.
b) Claims: Contributor shall hold Verberations harmless from and against any and all
demands, expenses (including, without limitation, reasonable attorneys fees),
damages, claims, liabilities, injuries, suits, and proceedings asserted or brought
against Verberations arising from Contributor’s breach of his or her
representations or warranties in this Agreement or based on a claim that any Work
constitutes an infringement of any patent, copyright or other proprietary right of a
third party or based on Contributor’s intentional or negligent acts or omissions.

5) Confidential Info: Contributor acknowledges that it is Verberations’s policy to

maintain as secret and confidential all information relating to Verberations, its
business, its plans, its employees, its suppliers and its customers that is not widely
known to people outside Verberations (“Confidential Info”). For example,
Confidential Info includes the Work created by Contributor, all information about the
Production and the Studio, including the events that occur on set or in production, the
identities of other individuals and entities involved in production, and the fact that
Contributor has performed services under this Agreement and contributed the Work.
Confidential Info includes information obtained by Contributor in writing as well
information seen or heard while providing service under this Agreement.
Confidential Info also includes anything else that Contributor knows Verberations
keeps confidential. Contributor confirms that it is reasonably necessary to protect
Verberations’s interest in the Confidential Info that:
a) Non-Disclosure: At any time while Contributor is creating Work and after
Contributor ceases for any reason to create Work for Verberations, Contributor
will not, directly or indirectly, for or on behalf of Contributor or any other
individual or entity, reveal Confidential Info to any other individual or entity, use
Confidential Info for any purpose, or help other individuals or entities to use
Confidential Info for any purpose, except as part of Contributor’s provision of
services under this Agreement.
b) Returning Materials: When Contributor’s services under this Agreement end,
Contributor must return to Verberations immediately all copies of any materials
that contain any Confidential Info that are in the Contributor’s possession or
control, other than the Contributor’s personal records about compensation, tax and
work review. The Contributor may instead destroy or completely erase digital
copies that are on digital media, such as computer hard drives, owned by the
Contributor.

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 c) Proof: Within 10 days after Verberations requests, Contributor must deliver to
Verberations an affidavit stating that Contributor has returned, destroyed, or
erased all such copies.
Contributor agrees that any breach or threatened breach by Contributor of any provision
of this Section 5 will, because of the unique nature of the Confidential Info entrusted to
Contributor, cause irreparable harm to Verberations and shall entitle Verberations, in
addition to any other legal remedies, to apply to any court of competent jurisdiction to
enjoin such breach or threatened breach, without the need to show irreparable injury or to
post any bond.

6) Exclusivity. At any time while Contributor is providing services under this Agreement
and for one year after Contributor ceases for any reason to provide services under this
Agreement, Contributor agrees that Contributor will not provide any services, directly
or indirectly, to the Studio or to any other individual or entity in connection with the
Production.

7) Miscellaneous.
a) Survival: Sections 2(c), 4(b), 5, 6 and 7 of this Agreement shall survive any
expiration or termination of this Agreement.
b) Successors and Assigns: This Agreement shall be binding upon and shall inure to
the benefit of the respective heirs, legal representatives, successors and assigns of
the parties hereto, except that Contributor may not assign this Agreement.
c) Governing Law: This Agreement will be construed and governed in accordance
with the laws of the State of Connecticut, without giving effect to any conflict of
laws provisions.
d) Severability: The invalidity or unenforceability of any particular provision of this
Agreement in any jurisdiction shall not affect the other provisions hereof or such
provision in other jurisdictions, and this Agreement shall be construed in such
jurisdiction in all respects as if such invalid or unenforceable provisions were
omitted.
e) Independent Contributor: Unless covered by a separate written employment
agreement, Contributor will not be an employee, partner, joint venturer, or agent
of Verberations and cannot bind Verberations to any contract. Contributor will be
an independent contractor and will be solely responsible for all taxes,
withholdings, and other statutory or contractual obligations of any sort, including,
but not limited to, workers’ compensation insurance. If Contributor is a
corporation or other entity or retains or employs any others in connection with
providing services to Verberations, Contributor shall ensure that his, her or its
employees and agents are bound in writing to Contributor’s obligations under this
Agreement

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 f) Counterparts: This Agreement may be executed in multiple counterparts all of
which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF Contributor and Verberations each has executed this

Agreement, or caused this Agreement to be executed by its duly authorized officer, as of
the date first above written.

COMPANY CONTRIBUTOR

VERBERATIONS INC.

By:_________________________ Sign:_______________________________
Name: Douglas N. Honorof Name:
Title: President

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