10-07-2011-Content distribution agreement_ZS modified_for Lionman_20110915 (2)

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CONTENT DISTRIBUTION AGREEMENT This Content Distribution Agreement (hereinafter called “Agreement”) is made and entered into as of the 16th day of Sep 2011, by and between: (1) [Licensor] , Eric O’Neal, Sr., a citizen of the United States of America

who is domiciled in the city of New Orleans, Parish of Orleans, State of Louisiana, and whose residence is located at 7400 New Castle Street, New Orleans, Louisiana 70126 , (hereinafter called “Licensor”), and (2) ZERO-SUM, Ltd. the Japan Corporation, organized under the law of Japan, whose principal place of business is located at YMC Karasuma-Gojo Building 7F, 284 Daigo-cho, Shimogyo-ku, Kyoto, Kyoto, 600-8106, Japan (hereinafter called “ZS”). Each of Licensor and ZS is a “Party”, and the both are collectively referred to herein as the “Parties”. Recitals WHEREAS, ZS markets and distributes comic content to mobile phone carriers, handset manufacturers, and other service providers (collectively, “Service Providers”) for use by End Users on Devices; and WHEREAS, Licensor owns and/or controls all rights, titles, and interests in and to the Licensed Content; and WHEREAS, Licensor grants to ZS the right to distribute the Licensed Content under the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS AND INTERPRETATIONS Unless the context requires otherwise, the following words shall have the following meaning in this Agreement. 1) “Purpose” shall be the distribution by ZS of Licensed Content to the Service

ZERO-SUM, LTD.

1/10 Confidential


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10-07-2011-Content distribution agreement_ZS modified_for Lionman_20110915 (2) by LIONMAN Foundation, Inc. - Issuu