Development Agreement

This Development Agreement is entered into on the 2nd day of September, 2005, by and between MAI Pty Ltd, a new media consultancy owned by Sarah Cumberland, and based in Sydney NSW, (“Developer”) and David Ross, author based in Toowoomba, Queensland (“Publisher”).

The Developer agrees to produce with the Publisher the online multimedia product with the working title of “Aussie Kids on World Exchange” (“Title”) described in Schedule A.

The Developer agrees to provide development services, including research for product content and usability testing, to create the Title according to the timeframe outlined in Schedule B.

The Publisher will contribute concepts and assist in writing and finetuning the product. He will be responsible for sales and marketing, user trials and product evaluation.

The Publisher will provide funds to a maximum of A$200 000 to develop the Title* (detailed in Schedule C) and shall hold all rights in the Title, including the right to make or licence derivative works.

Any additional work not specified in this contract must be authorized by both original parties in writing.

The Developer is an independent contractor and takes responsibility for any tax or insurance requirements related to the payments received under this agreement. Nothing in this agreement shall place the parties in the relationship of employer-employee, partners or joint venturers.

Subject to the agreement clauses and schedules included in this contract, the parties agree to execute this Development Agreement.

* The original proposal for this project was based on the Publisher and Developer forming a Joint Venture, with each party contributing up to
$100 000 towards product development and therefore owning 50% each. Both parties have agreed instead to form a work-for-hire arrangement, which allocates full financial risk and ownership of profits to the Publisher.

Agreement Clauses

1. Responsibilities

2. Intellectual Property

3. Warranties / remedies

4. Development & Approval Process

5. Dispute resolution and termination arrangements

6. Confidential information

Interpretation Provision (definitions)

Schedule A: Top-Level Design

Schedule B: Deadlines & Delivery Schedule

Schedule C: Budget

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