KNUCKLE CRACKER CONTENT CONTRIBUTOR AGREEMENT

THIS AGREEMENT ("Agreement") is entered into on the date of content submission, between Knuckle Cracker, LLC ("Developer"), and the uploader of the content ("Contributor") and shall be effective as of the date of content upload  (the "Effective Date").

RECITALS

WHEREAS, Developer is the owner and operator of an Internet web site known as knucklecracker.com that features content related to content created for games and other content developed by Developer ,

WHEREAS, Contributor is engaged in the business of creating certain electronic content for submission to Developer,

WHEREAS, Developer desires to acquire rights, ownership, and all intellectual property rights to use content developed by Contributor pursuant to the terms set forth in this agreement.

NOW, THEREFORE, Developer and Contributor agree as follows:

1.         Submission of Content to Developer

            Contributor will from time to time submit electronic content consisting of text, code, images, sounds, algorithms, concepts and all related design content (the "Content") to be considered for posting on knucklecracker.com. Developer does not warrant or represent that content submitted pursuant to this agreement will be posted online, and Developer will, in its sole discretion, determine whether the Content will be posted online.

2.         Grant of License to Use Contributed Content or Transfer of Ownership

            Contributor hereby grants to Developer full ownership and all intellectual property rights for all uploaded content for a perpetual and indefinite term, including but not limited to a non-exclusive, worldwide license (the "License") to electronically reproduce, electronically distribute, create derivative works of, publicly perform, publicly display and/or digitally perform the Content in connection with the Knuckle Cracker's objectives which are determined at the sole discretion of Knuckle Cracker LLC. Contributer further agrees to surrender all ownership rights to all uploaded content.

6.         Warranty of Title

            Contributor warrants that it is or will be the lawful owner of the Content and/or that it has the authority to grant the License and transfer of ownership specified herein.

7.         Relation of Parties

            Nothing in this Agreement will create or imply an agency relationship between Licensor and Licensee, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

8.         Arbitration

            Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of North Carolina. The arbitration will be held in North Carolina. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

9.         Attorneys' Fees

            If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover reasonable attorneys' fees and costs.

10.       Severability

            If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

11.       No Waiver

            The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only at the discretion of Knuckle Cracker LLC.

12.       Entire Agreement

            This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

            By uploading content to KnuckleCrackler.com, the contributer acknowledges acceptance of this agreement and agrees to transfer full ownership and intellectual property rights to the uploaded content.