Purchase Order Terms and Conditions

ADDITIONAL TERMS AND CONDITIONS

To the Purchase Order between THQ Inc. ("THQ") and Vendor Noted on the Front Side of this Agreement

SERVICES:

(a) THQ's authorization to commence work on a particular project shall be evidenced only by this Agreement, which shall be executed by both THQ and Vendor. No oral authorization by THQ shall be binding upon THQ.

(b) Nothing contained herein shall obligate THQ to utilize the results of Vendor's services in connection with this Agreement provided that if Vendor shall have duly performed in full on such project, THQ shall remain obligated to pay to Vendor such sums as may be set forth on the reverse side of this Agreement.

GRANT OF RIGHTS:

(a) Vendor agrees that all materials prepared pursuant hereto shall be owned exclusively and in perpetuity by THQ and Vendor hereby irrevocably assigns to THQ any and all of its right, title and interest, including copyright, in and to such materials, THQ shall have the sole and exclusive right to use all materials prepared pursuant hereto, in whole or in part, in whatever manner it may desire, including without limitation, the right to cut, edit, revise, alter and/or otherwise modify such materials and the results of Vendor's services hereunder and to freely use, perform, distribute, exhibit, televise and exploit such materials worldwide and license others to do so in any and all media now known or hereafter devised.

(b) All materials prepared by Vendor pursuant hereto, including without limitation, any and all graphic and optical materials, filmed and/or taped footage and sound recordings and/or, illustrations, photographs, logos and/or other graphic materials, whether or not included in the final version thereof, shall be so produced as a work made for hire for THQ as defined in the United States Copyright Laws, inasmuch as such materials have been specially commissioned by THQ for use as part of a literary work and/or audiovisual work and that THQ therefore owns all of the rights comprised in the copyright in and to such materials.

FAILURE TO DELIVER MATERIALS AS REQUIRED:

All materials to be delivered to THQ hereunder, shall be full and complete in substance and in form and shall conform to the requirements of this Agreement. Should Vendor fail for any reason, whatsoever to complete or to deliver any materials within the time and in the manner specified in this Agreement, THQ may at its election, either:

(a) terminate and cancel this Agreement in its entirety, in which event THQ shall be released and discharged of and from any further obligations to Vendor hereunder or otherwise, including, but not limited to, the obligation to make any further payment to Vendor, and Vendor shall thereupon be obligated to repay and shall repay to THQ the gross amount of all sums which have previously been paid to Vendor under the provisions of this Agreement; or

(b) specify a new date on or before which Vendor shall complete and deliver such materials to THQ. Should Vendor fail for any reason whatsoever to complete and deliver the materials on or before any such new date, THQ shall again have the same election as hereinabove provided and may repeat such election either until THQ shall have elected to terminate this Agreement as aforesaid or until Vendor shall have completed and delivered the materials to THQ. Time is of the essence in the performance of Vendor's services hereunder.

CONSIDERATION:

(a) Subject to the satisfactory rendition of all services including without limitation, the delivery of all materials, THQ shall pay such sums as may be set forth in this Agreement. Payment for such services shall be made within thirty (30) days after completion, delivery and approval by THQ of Vendor's services rendered as set forth on this purchase order. Except as may be set forth in this Agreement, no other consideration, fee or sums have been paid or are payable in connection with the services rendered hereunder.

(b) All invoices shall be submitted with supporting documentation. THQ reserves the right to demand explanation and further documentation for any invoice submitted by Vendor before payment is due to Vendor.

(c) All payments to be made to Vendor hereunder are subject to the full and faithful performance and observance by Vendor of all services and other obligations hereunder. It is expressly understood that should THQ for any reason whatsoever fail to make such payment as provided herein, then THQ shall not be deemed in default hereunder unless and until following such failure Vendor shall have given written notice demanding such payment and THQ shall have failed to make such payment within one (1) week after THQ's receipt of said notice. In any event, THQ's liability for any such default and Vendor's rights and remedies therefore shall be limited to the recovery of money only and in no event shall any of the rights acquired or to be acquired by THQ hereunder be affected or impaired, nor shall Vendor be entitled to seek equitable relief.

(d) Vendor shall maintain for such reasonable time as THQ may request, or at least two (2) years after completion of the services, all contracts, correspondence, invoices, copybooks, accounting records, time sheets, and other information in Vendor's possession relating to this Agreement. THQ shall have the right to inspect such books and records during normal business hours at Vendor's principal office, at reasonable periods throughout the term of this Agreement and for a period of six (6) months thereafter.

SECURITY OBLIGATIONS:

(a) All materials furnished by THQ to Vendor pursuant to this Agreement are the sole property of THQ and may not be copied, duplicated or furnished to third parties, except with the prior written authorization of THQ. Vendor acknowledges that such materials are protected by THQ under applicable copyright, patent and trademark laws.

(b) Vendor shall exercise all due care in protecting the security and integrity of materials furnished to Vendor by THQ. All security procedures shall be subject to THQ's written approval. In addition, THQ may in its sole discretion, require Vendor to establish specific security procedures with respect to specific video games and Vendor shall abide by such procedures. Vendor shall not divulge the contents of any project and/or material handled by Vendor on THQ's behalf to any person, firm or corporation without THQ's prior written approval.

(c) In the event of any breach by Vendor of its security obligations, THQ shall be entitled to immediately terminate this Agreement. Furthermore, without in any way limiting THQ's remedies under this Agreement, or at law or in equity, if, in the investigation of alleged infringements of THQ's copyrights, patents and trademarks, THQ determines that the material so infringed was copied or duplicated or furnished by or otherwise obtained from Vendor or any of its agents or employees (whether or not resulting from the acts or omissions of Vendor or Vendor's negligence), Vendor shall be responsible for all claims, losses, costs, judgments, settlements, damages and expenses (including reasonable attorney's fees) incurred by THQ in connection with the prosecution of such infringement or otherwise by THQ in its enforcement of its copyrights, patents and trademarks.

During the Term of this Agreement and for a period of three (3) years from the expiration or earlier termination of this Agreement, Vendor will regard and preserve as strictly confidential all information and material, including without limitation written or printed documents and computer disks or tapes, whether machine user readable, specifications, notice, marketing information, manufacturing information, and the terms and conditions of this Agreement, provided by THQ to Vendor or which Vendor creates or otherwise has access to hereunder (hereinafter "Confidential Information").

Vendor acknowledges and agrees that, in the event of a breach or threatened breach of this Section 5 (d), THQ shall have no adequate remedy in money or damages and, accordingly, shall be entitled to seek preliminary, permanent and other injunctive relief, without having to post bond or prove irreparable injury, solely to prevent any disclosure of such Confidential Information. Vendor will not have any obligation in connection with the Confidential Information only to the extent, that (i) such Confidential Information is already or becomes publicly known or otherwise through no wrongful act of Vendor; or (ii) such Confidential Information is rightfully received by Vendor from a third party without restriction and without breach of this Agreement.

(d) Vendor agrees to cause all of its employees and/or contractors who will have access to any Confidential Information of THQ to enter into a confidentiality agreement as least as stringent as the requirements hereunder. Vendor will indemnify and hold THQ, its directors, officers, employees and agents harmless from and against any and all liabilities, losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees), arising out of any breach of this Agreement by Vendor, Vendor's employees, contractors and/or authorized agents.

WARRANTIES:

(a) Vendor warrants and represents that:

• i. The materials ordered hereunder shall be original or otherwise properly licensed by Vendor, and shall be produced in accordance with the specifications of this Agreement, and in compliance with all applicable federal, state and local laws, rules and regulations and shall be delivered to THQ free and clear of any and all claims, liens and/or encumbrances and that upon delivery, THQ will not be obligated to make any payments except as provided in this Agreement.
• ii. Vendor has the full right and authority to grant all of the rights herein granted to THQ, and that Vendor will not do or permit any act, which will interfere with or derogate from the full performance of Vendor's services and/or the rights granted hereunder.
• iii. Vendor shall exercise all due care in the performance of all services and obligations under this Agreement and shall forever indemnify and hold THQ and its successor, assigns or licensees harmless from and against any and all claims, losses, costs, judgments, settlements, damages and expenses (including reasonable attorney's fees) arising from contracts made between Vendor and third parties to effectuate the terms of this Agreement, any acts or omissions of Vendor, and any and all claims arising or growing out of any breach or alleged breach of any representations, warranties, undertakings or agreements of any nature whatsoever made by Vendor herein.

TERMINATION DEFAULT:

THQ may terminate this Agreement if Vendor should at any time fail, be unable, neglect or refuse to perform the services herein specified at the times and in the manner herein provided; or if Vendor should in any other manner breach this agreement, or default in any of its obligations hereunder; or shall become insolvent or bankrupt, or shall make an assignment for the benefit of creditors, or take advantage of any insolvency act or statute; or if any of Vendor's property is attached and if such attachment is not released within ten (10) days after date of attachment; or if a receiver, liquidator or trustee is appointed for any of Vendor's property; and THQ may recover from Vendor all costs incurred (including attorney's fees) as a consequence of Vendor's breach, default or acts of insolvency. The provisions of this Paragraph are in addition to and not exclusive of or in limitation of any other rights and remedies of THQ under this Agreement or at law or in equity.

INDEPENDENT CONTRACTOR:

Vendor is an independent contractor and not an employee or agent of THQ. Nothing contained herein shall constitute a partnership, or joint venture between the parties hereto. Neither party shall hold itself out contrary to the terms of this Agreement, and neither party shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party, whether referred to herein or not. THQ assumes no liability with respect to any agreements entered into by Vendor with its employees, subcontractors, vendors and the like. Vendor shall promptly and properly discharge all such contractual obligations generally imposed upon all employers, including, without limitation, the obligation to withhold, report and pay federal, state and local taxes, unemployment and worker's compensation insurance as well as any obligation imposed by collective bargaining agreements of which Vendor is a signatory.

NO ASSIGNMENT:

This Agreement may not be assigned by Vendor either voluntarily or by operation of law. Any such assignment shall not relieve Vendor of its obligations hereunder. THQ and its successors and assigns may freely sell, convey, assign, transfer, license, whole or in part, any and all of the rights, titles, properties, and interests acquired by THQ herein subject to THQ's obligations hereunder and this agreement and all of its terms and provisions and all rights herein shall inure to the benefit of the successors and assigns of THQ.

PARAGRAPH HEADINGS:

The titles of the paragraphs of this Agreement are for convenience only and shall not in any way affect the interpretation of any paragraph of this Agreement itself.

NO WAIVER:

A waiver by either party of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such terms or conditions for the future or any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained herein shall be cumulative and none of them shall be in limitation of any other remedy, right undertaking, obligation or agreement of either party.

GOVERNING LAW AND JURISDICTION:

This Agreement, its validity, construction, performance and enforcement shall be governed by the laws of the State of California. The parties agree that any lawsuit or other judicial action regarding this Purchase Order will resolved in the state and federal courts located in Los Angeles County, California, and the parties consent to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT:

This Agreement constitutes the entire Agreement between the parties hereto and supersedes all prior agreements, whether written or oral, with respect to the subject matter herein contained.

NO VIOLATION OF LAW:

Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision of this Agreement and any material statute law, ordinance, order or regulation contrary to which the parties hereto have no legal right to contract, the latter shall prevail, but in such event any provision of this Agreement so affected shall be curtailed and limited only to the extent necessary to bring it within the legal requirements.