FUNDAMENTALLY GAMES – HEADS OF TERMS
Date: ________Developer[COMPANY NAME] (Company No. [NUMBER]) of [COMPANY REGISTEREDADDRESS]FG

FUNDAMENTALLY GAMES LTD (Company No. 11701663) of 3rd Floor 86-90 Paul
Street, London, United Kingdom, EC2A 4NE, UK

Product

The game entitled [NAME OF GAME] including all related add-ons, localised
versions and additional content

Earliest Anticipated ProductLaunch Date

[DATE]Services

1. LiveOps
2. [Publishing]
3. [User Acquisition funding]
4. [User Acquisition management]
The services that we will provide – to be agreed between you and us which ones are required.

Platforms (and Services perPlatform)[TO BE AGREED]

Territories (inc. per Platformand Services)

GlobalTermInitial term of 3 years from Launch.

For example, we may provide LiveOps Services for more Platforms than those for which we
provide other Services.

Note that we may look to work with specialist partners for a specific territory if it isn’t within
our area of expertise (for example, China).

Auto-renews for successive terms of 3 years, unless either party cancels therenewal at the end of the initial or successive term by giving at least 90 days’ priorwritten notice.
Intended Timeline

Based on a typical timeline for FG, once the Developer has a build that has
incorporated all intended features for Launch, then the period until the Product’s
initial commercial launch (Launch) will likely be at least 6 months, which will
include:•FG internal review•

Initial market testing (gameplay focused)•

Beta testing (retention focused)•ROI testing (monetisation focused)•

Developer implementing
recommendation

updatesbased

onmutuallyagreedTimescales vary per project and are subject to Developer and FG timings.
Timelines for games signed prior to having a build ready for market testing will belonger. The intended timeline will be agreed upfront between FG and Developer,
and reviewed and adjusted as necessary on an ongoing basis by both parties, toensure the Product is ready for Launch.
RIGHTSIntellectual property rights

Developer retains all intellectual property rights in the Product, including any
additional content, add-ons and localised versions.
Developer grants FG an exclusive worldwide licence in those intellectual property
rights and publishing and exploitation rights of the Product so that FG can deliverits commitments under the Long-Form Agreement.

Sequels/prequels/spin-offs

FG has a right of first look and negotiation to provide its services for any sequels,
prequels or spin-off games that are based on the Product.
We hope that the experience of working with us will have been positive and leads to a longerterm relationship. As such, we would like the first opportunity to discuss working with you on asequel, prequel or spin-off game. But ultimately, it’s up to you.

PortsIf FG has provided a particular Service for all Platforms, it is entitled (but notobliged) to provide that same Service for all ports of the Product, on the sameterms as those that apply to the Product.
If FG has provided a particular Service for one or more Platforms (but not allPlatforms), FG has a right of first negotiation to provide that Service for any portsof the Product.
For example, if the Platforms are ‘mobile’ and ‘PC’ and we provide LiveOps Services for boththose Platforms but we provide Publishing Services for mobile only, we would have anautomatic option to provide LiveOps Services for a console port and a right of first negotiation
to provide Publishing Services a console port.

FG’s rights over Developer’s
other games.

None, unless those games are specifically part of these Heads of Terms anddefined under the definition of Product above.

Non-compete

None.
You are free all times to develop and exploit your other games.

Ancillary Rights

Developer and FG will discuss in good faith any proposals for the exploitation ofancillary rights to the Product, including merchandising rights, film and televisionrights or any other derivative rights, products or productions (Ancillary Rights).
Either party can make proposals to the other party at any time, and the otherparty shall not unreasonably withhold its approval to a proposal.
Both parties will be entitled to recoup their direct costs (where mutuallyapproved) from the first Ancillary Rights revenues. If FG is solely involved, thenthe Ancillary Rights revenue split (post-recoupment of costs) will be 50/50. IfDeveloper is solely involved, then the Ancillary Rights revenue split (postrecoupment of costs) will be 90/10 in favour of Developer.
COMMITMENTS AND APPROVALS[User Acquisition (UA)funding & management /other marketing activity andspend][If FG is not providing UA funding - Developer acknowledges that UA funding isrequired for the Product and Developer will provide (or procure from a thirdparty) UA funding for the testing and scaling of the Product. Developer
acknowledges that without sufficient UA funding, the commercial viability of theProduct will be compromised. FG will advise on the level of UA funding required
for the Product.
If FG is not providing UA management - Developer acknowledges that UA
management is required for the Product and Developer will need to manage (orprocure that a third party manages) the UA including the placement andoptimisation of ads and in-game ads using data analysis.
For clarity, User Acquisition (UA) refers to any paid activity intended to drive direct
adoption, which will be delivered differently for PC/console compared to mobile.
If FG is not providing Publishing - Developer acknowledges that marketing activity
and spend may be required for the Product and, if so, Developer will fund andmanage the marketing activity and spend.]

Key Approvals

The following elements will be mutually discussed and agreed between
Developer and FG:• Tone of voice and brand identity, including messaging and imagery styles.
• KPIs for what success looks like – revised from time to time.
• General principles of LiveOps activity.
• Specific set of LiveOps activities – agreed quarterly.
• Content and features to be released for the Product – agreed monthly orquarterly – provided that Developer will retain ultimate creative control.
• Anticipated and planned UA funding budget, by [FG or Developer](depending on which party is funding UA) – revised from time to time.
• Anticipated and planned costs for creating bespoke marketing materials(e.g. trailers), and PR, by FG (if relevant).
• Ads and in-game ad guidelines (if relevant).
• Optional involvement from Developer in community and, if Developer
opts in, associated coordination of work.
• [If FG is providing Publishing Services - then optional involvement fromDeveloper in marketing activity, and if Developer opts in, associatedcoordination of work.][If FG is not providing Publishing Services coordination of Developer marketing activity with FG activities.]
Once any of the elements listed above has been mutually agreed, FG and/or
Developer is entitled to undertake its activities relating to that element without
further approval. If any proposed activity would conflict with the agreed element,
the relevant party must obtain the prior approval of the other party to theproposed activity.
Each party may provide feedback on ongoing activities undertaken by the otherparty at any time, should it wish to do so, including reasonable requests forchanges to the activities going forward.

Both parties agree to take all proposals into consideration in good faith and notto unreasonably withhold or delay their approval. Both parties acknowledge thata that refusal to provide approval could impact upon the commercial success ofthe Product.
KeyCommitments

Developer

1. Product development, DevOps, localisation and quality assurance (QA)
2. Delivery of content/features ongoing for the lifetime of the Product, toagreed schedules and specifications, fully QA tested
3. Server-side hosting and management of the game, either directly orthrough 3rd party providers
4. [Community management activity as agreed] (if Developer has opted tocontribute to community management activity)5. [Coordinate with FG on agreed marketing activity] OR [Coordinate withFG on delivery of marketing activity] (depending which party isresponsible for marketing)
6. [Pre-launch, launch and post-launch UA funding – released in stages
based on data, coordinate with FG] (if FG is not UA funding)
7. [Positioning of ads across relevant advertising and promotional
platforms] (if FG is not providing User Acquisition management)
8. [In-game ad positioning and associated activities] (if FG is not providing
User Acquisition management)

Key FG Commitments

1. Delivery of LiveOps activities including events and promotions andrelease of content and features (provided by Developer)
2. Data and sentiment analysis, including against agreed KPIs
3. Make recommendations on content and features for the Product4. Run UA testing program, to gather data from real users, and optimise theplayer experience and verify KPIs, prior to Launch
5. Community management [and coordinate with Developer community
management activity] (if Developer has opted to contribute tocommunity management activity)
6. [All marketing activity] OR [Coordinate with Developer on marketingactivity] (depending which party is responsible for marketing)
7. [All Pre-launch, launch and post-launch UA funding, released in stages
based on data] OR [Coordinate with Developer on its Pre-launch, launchand post-launch UA funding] (depending which party is responsible forUA funding)
8. [Positioning of ads across relevant advertising and promotional
platforms] OR [Coordinate with Developer on its Ads positioning acrossrelevant advertising and promotional platforms] (depending which party
is responsible for UA management)
9. [In-game ad positioning and associated activities] OR [Coordinate with
Developer on its in-game ad positioning and associated activities](depending which party is responsible for UA management)
FINANCIALS
Gross Revenues

Any revenues received by FG/Developer or an Affiliate (after deduction solely of
any third-party Platform or distribution fees and any value added tax or otherapplicable taxes related to the Product) in respect of any exploitation of theProduct on all Platforms in the Territories.
If the Developer inadvertently receives any revenues it shall hold such revenues
on trust for FG and pay the same directly to FG without deduction.

FG‘s Recoupable Costs

FG shall first recoup from Gross Revenues its recoupable costs which have been
pre-agreed by all parties who receive a share of Net Revenues (such agreement
not to be unreasonably withheld). The recoupable costs shall be the following:
1. UA (testing and scaling) funding costs; and2. Costs for creating bespoke marketing materials (e.g. trailers), and PR (ifrelevant)None of FG’s recoupable costs shall be internal costs except for the pre-agreed
costs relating to creating certain marketing assets (images, videos, gifs) and PR (ifrelevant).

Net Revenues

The Gross Revenues less FG’s Recoupable Costs

FG’s share of Net Revenues

FG’s share of Net Revenues is as follows for all Services: 35% of Net Revenues
Note: If you choose to only use some of our Services, the % will be adjusted
accordingly.
For clarity, we would only be entitled to our Net Revenue share on revenues
earned from Platforms for which we are providing the relevant Service. So, forexample, if we provide Publishing, UA funding and UA management Services formobile platforms only, we would only be entitled to 15% of Net Revenues earned
from mobile platforms (and not from PC or console platforms).

Payments / reports / audit
right

If FG is providing Publishing services, then it shall receive revenues from theexploitation of the Product and pay Developer amounts due to it. If FG is notproviding Publishing services, then Developer shall receive revenues from theexploitation of the Product and pay FG amounts due to it.
Whichever party receives revenues shall use reasonable endeavours to pay theother party its share of Net Revenues within 15 days (and subject to a maximumof 30 days) of receiving any Net Revenues in its bank account.
Whichever party receives revenues shall also provide the other party withmonthly Net Revenue reports and the other party shall have a right of audit.

Video Game(VGTR)

TaxRelief

FG has no rights over the VGTR for the Product. Developer is entitled to retain thefull benefit of the VGTR.

MISCELLANEOUS
FG and Developer shall be credited or listed with equal prominence in all places(including in-game and in marketing materials). For these purposes, each party
will provide brand guidelines to the other party, which may be updated from time
to time.

Credits / press releases

FG and Developer shall jointly pre-agree any press releases relating to theProduct.
Long-Form Agreement

As soon as possible after the date of these Heads of Terms, the parties intend toenter into due diligence phase, subject to which they will enter into a binding
long-form agreement incorporating the terms set out herein together with othermutually agreed terms.

Termination

Either Developer or FG may terminate the Long-Form Agreement:•••

for material breach or insolvency of the other party, or bringing the otherparty into disreputeat the end of the initial 3-year term or any subsequent 3-year renewal
if for any 3 successive quarters, mutually agreed Net Revenue targets are
not metFG may also terminate the Long-Form Agreement at will prior to Launch.
Consequences
terminationofFor material breach or insolvency or bringing other party into disrepute:••

if Developer terminates, FG loses its right to recoup its Recoupable Costs(except for UA (testing and scaling) funding costs) and to be paid anyrevenues from the Productif FG terminates, FG is entitled to recoup its Recoupable Costs and toreceive a 5% net revenue share in perpetuity

For end of term or failure to meet agreed Net Revenue targets for 3 successivequarters:••

if Developer terminates, FG is entitled to recoup its Recoupable Costs andto receive a 5% net revenue share in perpetuity
if FG terminates, FG is entitled to recoup its Recoupable Costs but is notentitled to any revenue share

If FG terminates at will prior to Launch, it is entitled to recoup its Recoupable
Costs from the Net Revenues (if any) received up to the date of termination (butis not entitled to any revenues received after the date of termination).
Developer is entirely free to use and/or exploit the Product as it wishes posttermination.
Other terms[Any additional points here]

This document is a Heads of Terms which sets out the intent of the parties and is not formal or binding oneither party unless and until the Long-Form Agreement has been entered into and signed by both parties.
Signed by [NAME OF DIRECTOR]
for and on behalf of [NAME OF DEVELOPER]
Signed by [NAME OF DIRECTOR]
for and on behalf of FUNDAMENTALLY GAMES LTD...................................
Director...................................
Director