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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into


and is effective as of _________ (the “Effective Date”), by and between [PlayIndies, Ltd., a
Nevada corporation] (the “Company”), and ________ (“Employee”).

RECITALS

WHEREAS, the Company and Employee desire to enter into this Agreement to set forth
the terms and conditions of Employee’s employment with the Company.

NOW, THEREFORE, in consideration of the terms, conditions, covenants,


representations, warranties and promises contained in this Agreement, the parties agree as
follows:

1.EMPLOYMENT. The Company hereby employs Employee and Employee hereby


accepts employment with the Company on the terms and conditions set forth herein.

2.DUTIES. During the Term (as defined below), Employee shall serve as
_________________ of the Company. Employee shall render such business and professional
services in the performance of his duties, consistent with Employee’s position within the
Company, as well as such services reasonably assigned to him by the [President/Chief
Executive Officer] [Chief Operating Officer] [Board of Directors] or any other individual
appointed by the Company. Employee shall, at all times, report to the [President/Chief
Executive Officer] [Chief Operating Officer] [Board of Directors] of the Company or any
other individual appointed by the Company.

3.OBLIGATIONS. During the Term, Employee shall perform his duties faithfully and to
the best of his ability and shall devote his full business efforts and time exclusively to the
Company and any of its affiliates as may be requested. For the duration of the Term, Employee
shall not engage in other employment, occupation, consulting or other business activity, nor shall
Employee engage in any other activities that conflict with his obligations to the Company.
Employee may be involved in civic and charitable activities, may manage his personal
investments and may serve on the board of directors of any trade associations so long as such
activities do not interfere with the performance of his duties hereunder. During the Term,
Employee shall not serve on any boards of directors, managers or trustees of any other entity
unless approved in writing in advance by the Company, in its absolute and sole discretion.

4.TERM. The term of this Agreement (the “Term”) shall commence upon the Effective
Date and shall terminate on ____________, unless terminated earlier as provided in Section 7
herein [(the “Initial Term”). Unless the Company and Employee expressly agree in writing to
extend the Term or the Company and Employee enter into a new Employment Agreement,
Employee’s employment shall terminate automatically upon expiration of the Term.] OR [Upon
written notice to Employee at least ninety (90) days prior to the end of the Initial Term, the
Company may extend the term of this Agreement for an additional period of [two (2) years] after
the end of the Initial Term (the “Extended Term”). The Initial Term and the Extended Term, if
any, whichever is applicable, shall be referred to as the “Term.”][Note: consider whether an

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automatic extension is desirable.] Unless sooner terminated as provided herein, Employee’s
employment with the Company shall continue through the end of the Term.

5.COMPENSATION.

5.1.Annual Base Salary.

5.1.1.Annual Base Salary Amount. For Employee’s services hereunder,


the Company shall pay Employee during the Initial Term and Extended Term, if applicable:

(i)from the Effective Date to ____________, an annual salary of


______________ dollars ($______);

(ii)from ___________ until ___________, an annual salary of


______________ dollars ($______); and

(iii)from ___________ until ___________, an annual salary of


______________ dollars ($______).

(iv)[if there is an Extended Term, from ___________ until


___________, an annual salary of ______________ dollars ($______).][Note: expand to cover
all years of the Initial Term and Extended Term, if any.]

The annual salary paid to Employee under this Section 5.1 as of the applicable date shall be
referred to as “Base Salary.”

5.1.2.Payment of Base Salary. Employee’s Base Salary shall be paid


semi-monthly in substantially equal periodic payments based on the Base Salary then in effect.

5.2.Discretionary Bonus. The Company may, in its absolute and sole discretion,
pay Employee an annual bonus based on a calendar year period (the “Discretionary Bonus”).
Any Discretionary Bonus paid to Employee shall be paid within a reasonable amount of time
after the amount of such Discretionary Bonus is determined by the Company. Employment with
the Company is a condition precedent to the Employee’s right to receive payment for a
Discretionary Bonus, and Employee will not be considered to have earned the Discretionary
Bonus unless continuously employed by the Company through the time the bonus is paid. [Note:
consider whether any other forms of bonus are desirable.]

5.3.Taxes. All amounts paid to Employee hereunder shall be subject to the


applicable withholding of social security, federal, state, and other taxes and deductions as
required by law.

6.BENEFITS. Employee shall be entitled to participate in the following benefits:

6.1.Group Welfare Benefits and Any Other Perquisites. During the Term,
Employee shall be eligible to participate in any group welfare benefits and any other employee
perquisites to the extent provided to similarly situated employees of the Company. The

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foregoing shall not, in any way, require the Company to establish any such benefits or continue
to maintain any such benefits, including disability programs.

6.2.Vacation. During the Term, Employee shall be entitled to paid vacation to the
extent provided to similarly situated employees of the Company in accordance with the
Company’s standard practices and policies. [Note: consider whether to specify a number of
weeks.]

6.3.Retirement Plans. During the Term, Employee shall be eligible to participate


in any retirement, pension, or other deferred or supplemental compensation plans operated by the
Company and any subsequent or additional retirement plans established by the Company to the
same extent as similarly situated employees. The foregoing shall not, in any way, require the
Company to establish or continue to maintain any such retirement plan.

6.4.Business Expense Reimbursement. Upon presentation of verifiable invoices


and other documentation as may be requested by the Company, and subject to the Company’s
expense reimbursement policies applicable to similarly situated employees, the Company shall
reimburse Employee for the reasonable costs and business expenses which he incurs in
connection with the performance of his duties and obligations under this Agreement.

7.TERMINATION AND PAYMENT UPON TERMINATION. In the event Employee’s


employment terminates for any reason, Employee shall be entitled to Employee’s accrued but
unpaid portion of Base Salary and vacation and previously submitted valid reimbursable business
expenses through the date of termination only (collectively the “Accrued Payments”). The
Accrued Payments shall be paid to Employee upon Employee’s termination of employment. In
addition, upon termination of Employee’s employment for any reason, (i) Employee shall be
deemed to have resigned from all other positions, offices or memberships with the Company and
all Company affiliates, (ii) Employee will not be considered a Company employee for any
purpose, and (iii) Employee will no longer use or access Company resources and will no longer
represent that he is an employee of the Company.

7.1.Termination Upon Death or Disability. This Agreement shall automatically


terminate upon Employee’s death or Disability (as defined below).

7.2.Termination by Company without Cause [or by Employee for Good Reason].


[Note: some employment agreements allow Employee to terminate under certain
circumstances; see definition of Good Reason in Section 7.6.3 below.] In the event
Employee’s employment with the Company is terminated by the Company without Cause (as
defined below) [or by Employee for Good Reason (as defined below)], Employee shall be
entitled to (i) the Accrued Payments and (ii) [all remaining Base Salary payments due between
the date of termination without Cause and the end date of the Term] OR [severance payments in
the amount of Employee’s Base Salary for a period of _____ (__) months following termination]
(the “Severance Term”) [Note: consider whether severance payments will be less than the
remainder of the employment term.], provided that the Employee first executes a general
release as discussed below. Any payments made under Section 7.2(i) shall be made to Employee
on the date of termination, and any payments made under Section 7.2(ii) shall be made in
accordance with the schedule set forth in Section 5.1.2. The Employee will not be entitled to

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receive any of the payments described in Section 7.2(ii) unless and until the Employee (i) has
timely returned all Company property and (ii) executes, and does not revoke within any statutory
revocation period, a separation agreement that will include, among other things, a general release
of the Company, its employees, and its affiliates in a form [prescribed by the Company] OR
[substantially similar to that used for similarly situated executives of the Company and its
affiliates]. The Employee shall execute the release within a reasonable period of time after the
Employee’s termination. The Employee’s execution and non-revocation of the release is a
condition precedent to the Employee’s entitlement to the payments described in Section 7.2(ii),
and Employee acknowledges and agrees that the Company’s agreement to provide the payments
constitutes good and valuable consideration for the Employee’s provision of the release. The
Company intends that all compensation referred to in this Agreement will be administered and
paid to Employee in a manner that is intended to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, including without limitation, to the extent necessary to
comply with Section 409A, that no nonqualified deferred compensation payments may be
distributed to Employee until the earlier of (x) the first business day of the seventh month after
the date of Employee’s separation from service or (y) Employee’s death if Employee is a
“specified employee” as defined under Section 409A at the time of separation of service, and the
parties agree to amend this Agreement in any manner necessary to comply with Section 409A.

7.3.Mitigation; Offset. In the event of termination of Employee’s employment by


the Company without Cause prior to the end of the Term, the Employee shall use reasonable
efforts to find employment and in the event that the Employee obtains other employment during
the Severance Term (including self-employment), the amount of any payment provided for under
Section 7.2(ii) hereof which has been paid to Employee shall be promptly refunded to the
Company by Employee in an amount equal to any compensation earned by Employee (including
self-employment income) as a result of employment with or services provided to another
employer after the date of Employee’s termination of employment and prior to the expiration of
the Severance Term, and all future amounts payable by the Company to Employee during the
remainder of the Severance Term, shall be fully offset by any amount earned by Employee from
another employer or service recipient. For purposes of this Section 7.3, Employee shall have an
obligation to promptly inform the Company in writing regarding any change in Employee’s
employment or service status following termination and during the period encompassing the
Severance Term.

7.4.Termination for any Other Reason. In the event Employee’s employment


terminates for any reason other than termination by the Company without Cause, Employee shall
be entitled to Employee’s Accrued Payments through the date of termination only.

7.5.[Not At-Will. The at-will provisions in the Company’s employee handbook


shall not be applicable to the Employee, including without limitation, the notice and severance
provisions.]

7.6.Definitions.

7.6.1.Cause. For purposes of this Agreement, the term “Cause” shall


mean any one or more of the following as reasonably determined by the Company: (i)
Employee’s misappropriation or embezzlement of Company funds or an act of fraud upon the

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Company made by Employee, (ii) Employee’s [commission / conviction] of a felony, (iii)
Employee’s gross or continued misconduct in connection with Employee’s responsibilities as an
employee under this Agreement, (iv) Employee’s failure to comply with the terms of the
Proprietary Information and Invention Agreement or other rule of conduct adopted by the
Company, (v) Employee’s material breach of any provision of this Agreement or any of the
covenants contained herein or (vi) Employee’s continued failure to substantially perform his
employment duties under this Agreement after Employee has received a written demand for
performance from the Company which specifically sets forth the factual basis for the Company’s
belief that Employee has not substantially performed his duties under this Agreement and after
Employee has had [thirty (30) days] after receipt of such written demand to cure such
nonperformance; provided, however, that the Company shall only be required to give notice one
time under this Section 7.6.1. [Note: this is a standard definition of “Cause” that could be
modified by the parties.]

7.6.2.Disability. For purposes of this Agreement, the term “Disability”


shall mean any physical or mental condition which, notwithstanding reasonable accommodation
by the Company, prevents Employee from satisfactory performance of the essential functions of
Employee’s position with the Company and which has lasted [_______ (____) days][for a period
of at least _____ (__) months in the aggregate during any twelve (12)-month period during the
Term] [Note: consider how to measure disability for purposes of termination]. The
determination whether the Employee has a Disability shall be made by the Company or its
delegate based on rules and procedures generally applicable to similarly situated employees
(which may include a physical examination, medical reports and advice, and other evidence). In
this regard, the Company intends to comply with all applicable laws regarding leaves of absence,
reasonable accommodations for disabled employees, and other laws that are related to disabled
or injured employees.

7.6.3.[Good Reason. For purposes of this Agreement, the term “Good


Reason” shall mean any one or more of the following: (i) Company’s material breach of any
provision of this Agreement or any of the covenants contained herein, (ii) a relocation of the
Company to a location that is more than [thirty (30) miles] from the location of the Company as
of the Effective Date, or (iii) material diminution of Employee’s duties or the assignment to him
of duties inconsistent with the authority or responsibility associated with his position as set forth
in Section 2.]

8.CONFIDENTIALITY AND NON-SOLICITATION. During the Term, Employee will


have access to and become acquainted with what Employee and the Company acknowledge are
trade secrets and other confidential information (the “Confidential Information”) which are the
exclusive property of the Company. In light of the sensitive and proprietary nature of the
Confidential Information, notwithstanding any provision in this Agreement, Employee has
executed the Company’s Proprietary Information and Invention Agreement and agrees to execute
and be bound by any reasonable modifications thereof. [Note: if you already have this in place,
we would be happy to review your form.]

9.MEDIATION AGREEMENT. Employee agrees to execute and be bound by the


Company’s standard Mediation Agreement set forth as Exhibit A hereto.

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10.MISCELLANEOUS PROVISIONS.

10.1.Notices. Except as otherwise provided in this Agreement, all notices,


requests, demands, and other communications under this Agreement shall be given in writing and
shall be served either personally, by facsimile or delivered by first class mail, registered or
certified, postage prepaid, and properly addressed as follows:

If to the Company:

______________

If to Employee:

______________

Notices shall be deemed received at the earliest of actual receipt, confirmed facsimile or
three (3) days following mailing.

10.2.Entire Agreement. This Agreement (along with Exhibit A attached hereto)


and the Proprietary Information and Invention Agreement constitutes the entire agreement
among the parties hereto pertaining to the subject matter contained herein and supersedes all
prior agreements, representations, and understandings of the parties.

10.3.Amendments. This Agreement may not be amended, supplemented,


canceled, or discharged except by written instrument executed by the parties hereto.

10.4.Waivers. All waivers hereunder shall be in writing. No waiver by any party


hereto of any breach or anticipated breach of any provision of this Agreement by any other party
shall be deemed a waiver of any other contemporaneous, preceding, or succeeding breach or
anticipated breach, whether or not similar, on the part of the same or any other party.

10.5.Severability. In the event that any provision of this Agreement shall be


unenforceable or inoperative as a matter of law, the remaining portions or provisions shall
remain in full force and effect.

10.6.[Indemnification. The Company shall indemnify and hold Employee


harmless for acts and omissions in Employee’s capacity as an officer, director or employee of the
Company to the maximum extent permitted under applicable law; provided, however, that
neither the Company, nor any of its subsidiaries or affiliates shall indemnify Employee for any
losses incurred by Employee as a result of acts described in Section 7.6.1 of this Agreement.]
[Note: consider whether to include at all.]

10.7.Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, representatives, executors,
administrators, successors, and assigns; provided, however, that Employee may not assign any or
all of his rights or duties hereunder except following the prior written consent of the Company,
which may be withheld in the Company’s absolute and sole discretion.

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10.8.Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all such counterparts together shall
constitute one and the same Agreement.

10.9.Section Headings. The section headings used in this Agreement are inserted
for reference purposes only and shall not in any way affect the meaning or interpretation of this
Agreement.

10.10.Governing Law and Waiver of Jury Trial.

10.10.1.Except where otherwise indicated, this Agreement shall be


construed and enforced in accordance with the laws of the State of California, without regard to
its conflict of laws provisions.

10.10.2.Employee recognizes that differences may arise between the


Company and Employee during or following the Term, and those differences may or may not be
related to Employee’s employment. Employee understands and agrees that by entering into this
Agreement, Employee is voluntarily waiving his right to a jury trial. California law pertaining to
agreements to waive a jury trial shall apply to enforce any terms herein. Employee understands
that, for purposes of this Subsection, any reference to “Company” in this Agreement will also be
a reference to its officers, directors, managers, employees, independent contractors, agents, all
benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates and agents, and all
predecessors, successors, affiliates and assigns of any of them (collectively, “affiliates”). The
Company and Employee mutually consent to waive the right to a jury trial for all claims or
controversies (“claims”), whether or not arising out of Employee’s employment (or his
termination), that the Company may have against Employee or that Employee may have against
the Company or against its affiliates. The claims covered by this Subsection include, but are not
limited to, claims for wages or other compensation due; claims for breach of any contract or
covenant (express or implied); tort claims; claims for discrimination (including, but not limited
to, race, sex, sexual or any other harassment, sexual orientation, religion, national origin, age,
marital status, or medical condition, handicap or disability or any other status protected by
applicable law); claims for benefits (except claims under an employee benefit or pension plan
that either (1) specifies that its claims procedure shall culminate in a procedure different from
this one, or (2) is underwritten by a commercial insurer which decides claims); and claims for
violation of any federal, state, or other governmental law, statute, regulation, ordinance, or
common law, except claims specifically excluded herein. Any claim where waiver of the right to
a jury trial is precluded under federal or state law is not covered by this Subsection. This
agreement to waive the right to a jury trial shall survive the termination of Employee’s
employment. It can only be revoked or modified by a single writing signed by the President or
Chief Employee Officer of the Company and by Employee, which specifically states an intent to
revoke or modify this Subsection. If a dispute occurs, the Employee and the Company agree to
be bound by the terms of the Mediation Agreement attached hereto with respect to action to be
taken prior to the commencement or institution of any formal proceeding. It is agreed that this
jury trial waiver shall in no way limit the remedies Employee may seek in any action.

10.11.Advice of Counsel. Employee acknowledges that he has been advised to


seek independent legal counsel for advice regarding the effect of the terms and provisions hereof,

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and has either obtained such advice of independent legal counsel, or has voluntarily and without
compulsion elected to enter into and be bound by the terms of this Agreement without such
advice of independent legal counsel.

10.12.Warranties and Covenants. Employee warrants, represents and covenants to


the Company as follows:

(i)Employee is free, and has all right, power, authority and


capacity, to enter into this Agreement and to provide the services and perform the duties and
obligations required of Employee hereunder.

(ii)Employee is not currently (and will not, to the best knowledge


and ability of Employee, at any time during the Term be) subject to any agreement,
understanding, obligation, claim, litigation, condition or legal disability which could adversely
affect Employee’s performance of any of Employee’s obligations hereunder or the Company’s
complete ownership and enjoyment of all of the rights, powers and privileges granted to the
Company hereunder.

10.13.No Injunctive Relief. Notwithstanding anything to the contrary set forth


herein, Employee agrees that he will not seek to terminate, enjoin, restrain or interfere with the
advertising, publicizing, exhibition or exploitation of any project of the Company, or the
exploitation of the ancillary and subsidiary rights related to the foregoing in the event that
Company is in default or breach of its obligations under this Agreement. In the event of such
default or breach, Employee’s sole remedy shall be an action at law seeking monetary damages.

10.14.Survival. Notwithstanding any provisions of this Agreement to the


contrary, the terms of Sections 7, 8, 9, 10.1 and 10.10 above shall survive any expiration or
termination of this Agreement and/or termination of Employee’s employment.

IN WITNESS WHEREOF, the parties hereto have duly executed this Employment
Agreement as of the date first above written.

COMPANY:

[PlayIndies, Ltd.]

By:
Title:

EMPLOYEE:

[Name of Employee]

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Exhibit A
MEDIATION AGREEMENT

This Mediation Agreement (the “Agreement”) is entered into between [PlayIndies, Ltd., a
Nevada corporation,] and all of its affiliates, subsidiaries and parent company (together the
“Company”) and the undersigned employee, as of the date set forth below. The words “you” and
“your” in this Agreement refer to the undersigned employee and anyone acting on the
employee’s behalf, including, without limitation, the employee’s family, heirs, agents and
assigns.

1.Purpose of the Agreement. Differences may arise in the course of an employment


relationship, even when everyone involved uses his or her best efforts to avoid them. You and
the Company enter into this Agreement to obtain the mutual benefit of an efficient, cost-effective
means for resolving such disputes without the need for litigation. As set forth in greater detail
below, this Agreement will allow the parties to resolve various disputes through the use of an
impartial mediator. As explained in Paragraph 9, certain costs of such mediation shall be paid by
the Company.

2.Mediation Process. Mediation is a process in which the parties discuss their disputes
with an impartial person (often an attorney or retired judge) who assists them in reaching a
settlement. The mediator may suggest ways of resolving the dispute but may not impose
settlement on the parties.

3.Claims Subject to Mediation. If you feel that you have been subjected to unlawful
discrimination, harassment or retaliation, you must immediately report such conduct to your
immediate supervisor, unless your grievance involves allegations against your immediate
supervisor, and the [____________], in accordance with Company policy, the Company will then
conduct a prompt and thorough investigation of your complaint and will take such remedial
action as is appropriate. If such action does not satisfactorily resolve your complaint, you may
request mediation. The following claims shall be subject to mediation pursuant to this
Agreement unless excluded in Paragraph 4: (a) any claim involving conduct alleged to be in
violation of state or federal law (including, but not limited to, any claim of unlawful
discrimination, harassment or retaliation); and (b) any claim arising out of or relating to the
ending of your employment with the Company. Such claims shall be referred to in this
Agreement as “Qualified Claims.”

4.Excluded Claims. This Agreement does not apply to or cover the following claims: (a)
claims by you for workers’ compensation benefits; (b) claims by you for unemployment benefits;
(c) claims based on an employee pension or benefit plan which contains an arbitration or other
dispute resolution procedure, in which case the provisions of such a plan shall apply; (d) claims
in a court of competent jurisdiction to compel mediation under this Agreement; and (e) claims in
a court of competent jurisdiction to obtain preliminary injunctive and/or other equitable relief in
support of Qualified Claims, including, without limitation, claims for unauthorized disclosure of
confidential, private or proprietary information about or belonging to either party.

5.Notice of Claim. If either party to this Agreement decides to assert any claim against
the other, the party asserting the claim (“Claimant”) must provide the other party (“Respondent”)
with prior written notice as a condition precedent to commencing litigation on that claim.

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Written notice must include a description of the conduct giving rise to the claim, including the
names of all people known to Claimant to be witness to, have knowledge of, or have any
information regarding the conduct involved. If the claim is a Qualified Claim (as defined in
Paragraph 3 above), such notice shall constitute a request for mediation, which mediation, if
required hereunder, must occur prior to the commencement of any litigation by either party. You
must provide written notice to the Company by delivering such notice via hand-delivery or
certified mail to _________________________, Attention: ______________. The Company
must provide written notice to you via hand-delivery or via certified mail sent to your most
recent address of record.

6.Acceptance of Claim. Once Respondent has received written notice for mediation of a
Qualified Claim, Respondent shall be deemed to have agreed to mediate the Qualified Claim
unless, within five business days of receiving such written notice, Respondent provides written
notice to Claimant, in the manner specified in Paragraph 5, that Respondent is unwilling to
mediate the Qualified Claim. If the claim asserted is not a Qualified Claim, Respondent may
nonetheless agree to mediate such claim, but Respondent’s failure to reply to Claimant’s written
notice to mediate a non-Qualified Claim shall not be deemed an agreement to mediate the claim.

7.Initiating Mediation. Once a claim has been accepted for mediation by Respondent,
you and the Company shall timely submit a joint request for mediation to the Los Angeles office
of the American Arbitration Association (“AAA”). The AAA is a not-for-profit, public services
organization dedicated to the resolution of disputes through voluntary dispute resolution
procedures.

8.Mediation Procedures. Mediation shall be conducted in Los Angeles in accordance


with the National Rules for the Resolution of Employment Disputes of the AAA in effect at the
time the claim is submitted to the AAA. The mediator shall be a neutral third party appointed by
the AAA, and shall have no financial or personal interest in the result of the mediation. The
mediator shall not have the authority to impose a settlement, but will attempt to help you and the
Company reach a fair and satisfactory resolution of the dispute. Mediation sessions shall be
private, and no one other than the parties and their representatives may attend without the
consent of the parties and the mediator. The confidentiality of information disclosed in the
course of mediation shall be maintained in accordance with the rules of the AAA.

9.Costs of Mediation. You and the Company agree that the AAA’s and the mediator’s
fees shall be paid by the Company, unless you and the Company agree otherwise in writing in
connection with resolving the claim.

10.Right to Representation. Each party has the right, but not the obligation, to be
represented in any mediation conducted pursuant to this Agreement by a spokesperson or counsel
of their own choosing. If such right is exercised, each party shall bear the cost of their own
representative.

11.Procedure for Adjudicating Claims Not Resolved through Mediation. You and the
Company agree that the procedures set forth in this Agreement are required to be followed before
either party files litigation against the other. If now or in the future there exists any dispute of
any type whatsoever (whether or not such dispute arises out of or is related to your employment
with the Company) between you and the Company (or between you and any past or present

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officer, director, employee or agent of the Company) and such dispute is not subject to mediation
pursuant to Paragraph 3 of this Agreement, or has been rejected for mediation pursuant to
Paragraph 6 of this Agreement, or has been mediated pursuant to this Agreement without a
satisfactory resolution being achieved, you and the Company then shall have the right to litigate
such dispute. HOWEVER, YOU AND THE COMPANY EXPRESSLY AGREE THAT IN ANY
LITIGATION BETWEEN YOU AND THE COMPANY, BOTH YOU AND THE COMPANY
WAIVE ANY RIGHT EITHER OF YOU MAY POSSESS TO HAVE ANY CLAIM OR CAUSE
OF ACTION TRIED BY A JURY. THIS WAIVER OF THE RIGHT TO A TRIAL BY JURY IS
UNDERTAKEN KNOWINGLY AND VOLUNTARILY AND IS INTENDED TO RELEASE
ANY AND ALL RIGHTS TO A JURY TRIAL ARISING FROM ANY SOURCE. IT IS
AGREED THAT THIS JURY TRIAL WAIVER SHALL IN NO WAY LIMIT THE REMEDIES
EMPLOYEE MAY SEEK IN ANY ACTION.

12.Sole and Entire Agreement. This Agreement constitutes the entire and complete
understanding between you and the Company concerning the subject matter herein. All prior
representations, agreements, arrangements and understandings between or among you and
representatives of the Company concerning the subject matter herein, whether oral or written,
have been fully and completely merged herein and are fully superseded by this Agreement.

13.Survival of Provisions. This Agreement shall continue in force after your employment
relationship with the Company ends. This Agreement shall apply to any claim asserted by the
Company against you and any claim asserted by you against the Company (or against any past or
present officer, director, employee, agent or affiliate of the Company) whether such claim arises
or is asserted before, during or after the ending of your employment relationship with the
Company.

14.Written Modification. This Agreement can be modified or revoked only by a writing


signed by both you and the Company which specifically states that you and the Company both
intend to modify or revoke this Agreement.

15.Severability. If a court of competent jurisdiction ever holds this Agreement to be


invalid, void or unenforceable with respect to any provision, or with respect to any particular
claim or class of claims, the Agreement shall nonetheless remain valid and enforceable with
respect to its other provisions and with respect to other claims.

16.Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of California.

COMPANY:

[PlayIndies, Ltd.]

By:
Title:

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EMPLOYEE’S ACCEPTANCE

I acknowledge that I have carefully read and understand the foregoing Agreement and
that I agree to be bound by and comply with all of its terms. I acknowledge that I have entered
into this Agreement voluntarily and that I am not relying on any representation, oral or written,
as to the effect, enforceability or meaning of this Agreement, except as specifically set forth in
the Agreement. I UNDERSTAND AND ACKNOWLEDGE THAT BY SIGNING THIS
AGREEMENT, THE COMPANY AND I ARE GIVING UP THE RIGHT TO A JURY TRIAL
IN CONNECTION WITH ANY CLAIM OR CONTROVERSY OF ANY TYPE WHICH MAY
NOW EXIST OR MAY EXIST IN THE FUTURE BETWEEN US.

Date:
Employee’s Signature

Printed Name

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PROPRIETARY INFORMATION AND INVENTION AGREEMENT

This Proprietary Information and Invention Agreement (the “Agreement”) is


entered into between [PlayIndies, Ltd., a Nevada corporation] and all of its affiliates, subsidiaries
and parent company (together the “Company”) and me as the undersigned employee, which is a
material part of the consideration for my employment by the Company:
1. I understand that the Company possesses Proprietary Information which is
important to its business. For purposes of this Agreement, “Proprietary Information” is
information developed, created, or discovered by the Company, or which became known by, or
was conveyed to the Company, which has or could have commercial value in the Company’s
business. “Proprietary Information” includes, but is not limited to, trade secrets, copyrights,
ideas, techniques, know-how, inventions (whether patentable or not), license, and/or any other
information of any type relating to designs, configurations, toolings, documentation, recorded
data, schematics, source code, object code, master works, master databases, algorithms, flow
charts, formulae, circuits, works of authorship, mechanisms, research, manufacture,
improvements, assembly, installation, intellectual property including patents and patent
applications, business plans, past or future financing, marketing, forecasts, pricing, customers, the
salaries, duties, qualifications, performance levels, and terms of compensation of other
employees, and/or cost or other financial data concerning any of the foregoing or the Company
and its operations generally and includes all Inventions (as defined below). I understand that my
employment creates a relationship of confidence and trust between me and the Company with
respect to Proprietary Information.

2. I understand that the Company possesses “Company Documents” which


are important to its business. For purposes of this Agreement, “Company Documents” are
documents or other media, including without limitation electronic data and information, that
contain Proprietary Information or any other information concerning the business, operations or
plans of the Company, whether such documents have been prepared by me or by others.
“Company Documents” include, but are not limited to, blueprints, drawings, photographs, charts,
graphs, notebooks, customer lists, computer disks, tapes or printouts, electronic communications,
sound recordings and other printed, typewritten or handwritten documents.

3. In consideration of my employment by the Company and the compensation


received by me from the Company from time to time, I hereby agree as follows:

a. All Proprietary Information and all patents, copyrights and other


rights in connection therewith shall be the sole property of the Company. I hereby assign to the
Company any rights I may have or acquire in such Proprietary Information. At all times, both
during my employment by the Company and after its termination, I will keep in confidence and
trust and will not use or disclose any Proprietary Information or anything relating to it without the
prior written consent of the [President] of the Company, except as may be necessary in the
ordinary course of performing my duties to the Company.

b. I agree to make and maintain adequate and current written records,


in a form specified by the Company, of all inventions, trade secrets and works of authorship
assigned or to be assigned pursuant to this Agreement. All Company Documents shall be the sole
property of the Company. I agree that during my employment by the Company, I will not remove

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or electronically transmit any Company Documents from the business premises of the Company
or deliver any Company Documents to any person or entity outside the Company, except as I am
required to do in connection with performing the duties of my employment and pursuant to
appropriate non-disclosure agreements. I further agree that, immediately upon the termination of
my employment by me or by the Company for any reason, or during my employment if so
requested by the Company, I will return all Company Documents, apparatus, equipment, and
other physical property, or any reproduction of such property, excepting only (i) my personal
copies of records relating to my compensation; (ii) my personal copies of any materials
previously distributed generally to the public; and (iii) my copy of this Agreement and will agree
to sign and deliver a Termination Certificate in the form attached hereto as Exhibit 1.

c. I will promptly disclose in writing to my immediate supervisor, with


a copy to the [President] of the Company, or to any persons designated by the Company, all
“Inventions,” which includes all discoveries, developments, designs, improvements, inventions,
works of authorship, mask works, computer programs, formulae, ideas, processes, techniques,
know-how, and data, whether or not patentable, made or conceived or reduced to practice or
developed by me, either alone or jointly with others, during the term of my employment. I will
also disclose to the [President] of the Company all things that would be Inventions if made
during the term of my employment with the Company conceived, reduced to practice, or
developed by me within six (6) months of the termination of my employment with the Company.
Such disclosures shall be received by the Company in confidence and do not extend the
assignment made in Section 3(d) below. I will not disclose Inventions to any person outside the
Company unless I am requested to do so by the [President] of the Company.

d. I agree that all Inventions which I make, conceive, reduce to


practice or develop (in whole or in part, either alone or jointly with others) during my
employment shall be the sole property of the Company to the maximum extent permitted by
Section 2870 of the California Labor Code, a copy of which is attached as Exhibit 2. This
assignment shall not extend to Inventions, the assignment of which is prohibited by Labor Code
Section 2870. The Company shall be the sole owner of all patents, copyrights and other
intellectual property or other rights in connection therewith. I further acknowledge and agree that
such Inventions, including any computer programs, programming documentation, literary
materials and other works of authorship, are “works made for hire” (as that term is used in the
United States Copyright Act) for the Company, and that all rights to such Inventions in all forms
shall belong to the Company for all purposes throughout the universe in perpetuity. If any
provision of this Section 3(d) does not operate to fully vest in the Company any or all of the rights
assigned hereunder, I hereby irrevocably grant, convey and assign, and agree to assign, to the
Company all right, title and interest I may have or acquire in and to such Inventions, including all
renewal and extension periods of any such rights, if any, throughout the universe in perpetuity.
The Company is the “author” of such Inventions for all purposes, including without limitation the
copyright laws of the United States, and the sole and exclusive owner of all the rights therein and
thereto, including all so-called “moral rights of authors” and “droit moral” rights and any similar
or analogous rights under the applicable laws of any country of the world. To the extent such
moral rights cannot be assigned under applicable law, I hereby waive such moral rights and
consent to any action of the Company that would violate such moral rights in the absence of such
consent. I am aware and hereby acknowledge that new rights to the Inventions and new or
changed technology, uses, media, formats, modes of transmission and methods of distribution,

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dissemination, exhibition or performance are being and will inevitably continue to be developed
in the future, which offer new opportunities for exploiting the Inventions, and I intend and hereby
do grant and convey to the Company any and all new rights to and all new exploitation rights in
respect of the Inventions. I agree to confirm any such waivers and consents from time to time as
requested by the Company.

e. I agree to perform, during and after my employment, all acts


deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense,
in obtaining and enforcing patents, copyrights or other rights on such Inventions and
improvements in any and all countries. Such acts may include, but are not limited to, execution
of documents and assistance or cooperation in legal proceedings. I hereby irrevocably designate
and appoint the Company and its duly authorized officers and agents, as my agents and attorney-
in-fact to act for and on my behalf and instead of me, to execute and file any applications or
related findings and to do all other lawfully permitted acts to further the prosecution and issuance
of patents, copyrights or other rights thereon with the same legal force and effect as if executed by
me.

f. I have attached as Exhibit 3 a complete list of all Inventions or


improvements to which I claim ownership and that I desire to remove from the operation of this
Agreement, and I acknowledge and agree that such list is complete. If no such list is attached to
this Agreement, I represent that I have no such Inventions and improvements at the time of
signing this Agreement.

g. Prior to my submitting or disclosing for possible publication or


dissemination outside the Company any material prepared by me that incorporates information
that concerns the Company’s business or anticipated research, I agree to deliver a copy of such
material to the [President] of the Company for his or her review. Within twenty (20) days of
such submission, the Company agrees to notify me whether the Company believes such material
contains any Proprietary Information, and I agree to make such deletions and revisions as are
reasonably requested by the Company to protect its Proprietary Information. I further agree to
obtain the consent of the Company prior to any review of such material by persons outside the
Company.

h. I recognize that the Company may have received and in the future
will receive from third parties their confidential or proprietary non-public information subject to a
duty on the Company’s part to maintain the confidentiality of such information and to use it only
for certain limited purposes. At all times, both during my employment by the Company and after
its termination, I will keep in confidence and trust and will not use or disclose any such
confidential or proprietary information or anything relating to it without the prior written consent
of the [President] of the Company, except as may be necessary in the ordinary course of
performing my duties to the Company consistent with the Company’s agreement with such third
party.

i. I agree that while employed by the Company, and for a period of


[two (2) years] thereafter, I will not directly or indirectly (i) solicit, induce or influence, or seek to
induce or influence, any person who is engaged as an employee, agent, consultant or independent
contractor by the Company to terminate his or her employment or engagement with the Company

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for any reason, or in any way interfere with the relationship between the Company and any such
person, or (ii) solicit for employment or as an independent contractor any person who was an
employee, agent, consultant or independent contractor of the Company during the term of my
employment or six (6) months thereafter.

j. I agree that while employed by the Company, I will not, directly or


indirectly, (i) own an interest in, operate or control, or be an officer, director, partner, shareholder
or principal of, any person or business entity which directly or indirectly competes with the
Company (other than holding or being beneficially interested in up to 5% of any publicly traded
securities of a corporation); (ii) undertake planning or organization of any business activity
competitive with the Company’s business; (iii) interfere with or disrupt, or attempt to interfere
with or disrupt, any business relationship, contractual or otherwise, between the Company and
any other party, including clients, prospective clients, suppliers, agents or employees; or (iv)
solicit, induce or influence, or seek to induce or influence, any customer or prospective customer
of the Company for the purpose of promoting or selling any products or services competitive with
those of the Company. I agree that after my employment with the Company terminates, I will not
at any time engage in any unfair competition with the Company, including, without limitation, the
use or disclosure of any Proprietary Information to any person or business that directly or
indirectly competes with the Company or to solicit, induce or influence, or seek to induce or
influence, any customer or prospective customer of the Company for the purpose of promoting or
selling any products or services competitive with those of the Company.

k. I represent and warrant that I have delivered to the Company all


agreements I have entered into with any prior employer during the five (5) years prior to the date
hereof, including any employment, non-solicitation, non-competition and confidentiality
agreement, and my performance of all the terms of this Agreement and as an employee of the
Company does not and will not breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by me in confidence or in trust prior to my employment
by the Company. I will not improperly use or disclose to the Company, or induce the Company to
use, any confidential or proprietary information or material belonging to any previous employers
or others and understand that the Company will not ask me to do so. I represent and warrant that I
have returned all property and confidential information belonging to all prior employers. I have
not entered into, and I agree I will not enter into, any agreement either written or oral in conflict
herewith or in conflict with my employment with the Company. I further agree to conform to the
rules and regulations of the Company.

l. In the event I leave the employ of the Company, I hereby grant


consent to notification by the Company to my new employer about my rights and obligations
under this Agreement.

4. The interpretation, validity and effect of this Agreement shall be governed


by the law of the state of California, without reference to its conflict of laws provision, and
subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles,
California, without regard to the place of performance thereof.

5. If one or more provisions of this Agreement are held to be unenforceable


under applicable law, such provisions shall be excluded from this Agreement and the balance of

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the Agreement shall be interpreted as if such provisions were so excluded and shall be enforceable
in accordance with its terms.

6. This Agreement shall be effective as of [the first day of my employment


with the Company][insert date] and shall be binding upon me, my heirs, executor, assigns, and
administrators, and shall inure to the benefit of the Company, its subsidiaries, successors and
assigns.

7. This Agreement can only be modified by a subsequent written agreement


executed by an officer of the Company.

8. Although I may work for the Company outside of California or the United
States, I understand and agree that this Agreement shall be interpreted and enforced in accordance
with the laws of the State of California.

9. I agree that it would be impossible or inadequate to measure and calculate


the Company’s damages from any breach of the covenants set forth herein. Accordingly, I agree
that if I breach any such covenants, the Company will have available, in addition to any other
right or remedy available, the right to obtain an injunction from a court of competent jurisdiction
restraining such breach or threatened breach by me and to specific performance of any provision
of this Agreement. I further agree that no bond or other security shall be required in obtaining
such equitable relief, and I hereby consent to the issuance of such injunction and to the ordering
of specific performance.

10. I agree to indemnify and hold the Company harmless for all damages, costs
and expenses of litigation (including reasonable attorneys’ fees) associated with any violations of
any agreements to which I am a party, any inaccuracies in or breaches of any representations,
warranties or covenants I have made in this Agreement or my Employment Agreement with the
Company, if any, or for any violation by me of any laws.

11. This Agreement (along with the Exhibits attached hereto) and my
Employment Agreement with the Company, if any, constitutes the entire agreement among the
parties hereto pertaining to the subject matter contained herein and supersedes all prior
agreements, representations, and understandings of the parties.

I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT


THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO
PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO
SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.

Print Name

Signature Date

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EXHIBIT 1

Termination Certificate

This is to certify that I have complied with all the terms of the Proprietary Information
and Invention Agreement of [PlayIndies, Ltd.] (together with its successors or assigns, the
“Company”) signed by me (the “Agreement”), including the reporting of any Inventions or
other Proprietary Information (as defined therein), conceived or made by me (solely or jointly
with others) covered by the Agreement.

Further, I certify that I do not have in my possession, nor have I failed to return, any
Company Documents (as defined in the Agreement) or reproductions of any aforementioned
items belonging to the Company.

I further agree that, in compliance with the Agreement, I will preserve as confidential all
Proprietary Information or anything relating or pertaining to any business of the Company or any
of its employees, clients, consultants or licensees.

I further agree that I will not solicit, induce, recruit or encourage any of Company’s
employees to leave their employment, and I will not compete with the business of Company, all
as provided more fully in the Agreement.

Print Name

Signature Date

W02-WEST:2MI1\400415540.2 Exhibit 1
EXHIBIT 2

Section 2870. Invention on Own Time — Exemption from Agreement

Any provision in an employment agreement which provides that an


employee shall assign, or offer to assign, any of his or her rights in an invention to his or her
employer shall not apply to an invention that the employee developed entirely on his or her own
time without using the employer’s equipment, supplies, facilities, or trade secret information
except for those inventions that either:

1. Relate at the time of conception or reduction to practice of


the invention to the employer’s business, or actual or demonstrably anticipated research or
development of the employer.

2. Result from any work performed by the employee for his


employer.

To the extent a provision in an employment agreement purports to require


an employee to assign an invention otherwise excluded from being required to be assigned under
subdivision (a), the provision is against the public policy of this state and is unenforceable.

W02-WEST:2MI1\400415540.2 Exhibit 2
EXHIBIT 3

1. The following is a complete list of all Inventions or Improvements


relevant to the subject matter of my employment by the Company that have been made or
conceived or first reduced to practice by me or jointly with others prior to my employment by the
Company that I desire to remove from the operation of the Company’s Proprietary Information
and Inventions Agreement:

____ No inventions or improvements.

____ See below: Any and all inventions regarding:

____ Additional sheets attached.

2. I propose to bring to my employment the following materials and


documents of a former employer:

____ No materials or documents

____ See below:

Print Name

Signature Date

W02-WEST:2MI1\400415540.2 Exhibit 3