Exhibit 10.12


 


Form
of Agreement for Licensing Digital Asset


 


Date:


 


Party
A:


 


postal
address:


 


contacts:


 


telephone:


 


 


Party
B:


 


postal
address:


 


legal
representative:


 


telephone:


 


 


In
view of:


 


		1、	Party
                                            A is a company related to 3D digital assets, and Party A undertakes to have the copyright
                                            of the complete authorization chain of the contents authorized in this Agreement.



 






		2、	Party
                                            B is a production and copyright operation enterprise.



 


		3、	On
                                            the principle of equal consultation, mutual benefit and mutual win, in accordance with the
                                            relevant regulations of the People’s Republic of China, to permit Party B to use 3D
                                            of its own digital assets.



 







     


     


    

 


Article
1 Authorized cooperation matters


 


		1、	 Authorization content: 3D digital assets (refers to the scene, image, props, characters, etc. See the “Letter of authorization”
of Appendix I for detailed authorization information).



 


		2、	 Work Type: [Digital Assets]



 


		3、	Type
                                            and method of authorization rights:



 


[Film
and television adaptation rights]☐


 


[Game
adaptation rights and derivative development rights]☐


 


[Animation
adaptation right]☐


 


[Video
production rights]☐


 


[VR
VR development rights]☐


 


[AR
augmented reality development rights]☐


 


[Digital
Cultural and Tourism development right]☐


 


		4、	Term
                                            of authorized cooperation: from year to year.



 


		5、	 Authorized area: Chinese mainland area (excluding Hong Kong, Macao and Taiwan).



 


Article
2 The rights and obligations of Party A


 


		1、	As
                                            the provider of 3D digital asset resources, Party A guarantees the integrity and legality
                                            of the rights authorized to Party B, is free of any rights defects in the authorized works,
                                            meets the provisions of Chinese laws, regulations, rules, and other normative documents,
                                            without prohibited, prohibited, copied, reactionary and obscene contents, without infringing
                                            the legitimate rights and interests of any third party, without any copyright disputes, and
                                            guarantees to provide legal rights certificates to Party B. If Party A violates the aforesaid
                                            guarantee in this Article or because Party B infringes on the rights and interests of any
                                            third party or violates the state regulations, Party A assumes full liability, and thus causes
                                            losses to Party B, Party A shall give full compensation.



 


		2、	Party
                                            B shall have the right to develop and complete the products to design, produce and sell other
                                            derivative products on its own basis, but shall inform Party A in advance and shall obtain
                                            the written consent from Party A.



 






    2


     


    

 


		3、	Party
                                            A agrees to license Party B to use it within the agreed conditions with the “authorized
                                            content” that it owns. After obtaining the authorization, Party B shall have the right
                                            to use the authorized contents in accordance with this Agreement.



 


		4、	Party
                                            A agrees that Party B shall, as necessary, modify the authorized content, including name
                                            modification, subject matter, structure, work content and characters, and Party A recognizes
                                            that Party B and the third party cooperating with Party B have the right to technically modify,
                                            delete or modify the authorized content (but shall not infringe, distort or discredit Party
                                            A or the relevant material, image or reputation of the authorized product itself).



 


		5、	Without
                                            the agreement or the agreement of both parties, Party A has no subsequent obligations to
                                            the authorized agreement.



 


		6、	Within
                                            the authorization period of this Agreement, the above developed assets and any form of derivatives
                                            may exercise their own rights as agreed in herein.



 


		7、	Within
                                            the authorization period, Party B or the third party authorized by Party B shall have the
                                            right to decide the name of the final product of the developed products and derivative products
                                            according to the market conditions and exercise the right of authorship. Party A shall have
                                            the right to request Party B to indicate the author information of the original work in the
                                            corresponding location of the products / derivatives developed by Party B or a third party
                                            authorized by Party B.



 


		8、	Within
                                            the authorization period, Party A may authorize others to exercise the authorization rights
                                            of this Agreement, but it shall inform Party B in writing.



 


Article
3 Rights and obligations of Party B


 


		1、	Party
                                            B shall have the right to reasonably and legally use the Authorized Content within the conditions
                                            agreed herein. Party A undertakes that it shall not illegally interfere with Party B when
                                            exercising its legal rights in accordance with Article 1 of this Agreement.



 


		2、	Party
                                            B shall not place the rights granted by Party A as not agreed upon hereunder, including but
                                            not limited to guarantee and pledge with authorized content.



 


		3、	Party
                                            B warrants that it is a company legally established and existing in accordance with Chinese
                                            laws, and that it shall have the right to sign this Agreement and perform all its obligations
                                            under this Agreement in accordance with relevant laws and relevant agreements.



 


		4、	Party
                                            B shall respect the intellectual property rights and brand image of Party A’s brand,
                                            exercise the license right in strict accordance with this Agreement, and shall not have any
                                            act or omission to damage or adversely affect the intellectual property rights of the authorized
                                            content or all components thereof.



 






    3


     


    

 


		5、	Party
                                            B shall have the obligation to bind its authorized production, processor and sales and distributor
                                            to exercise the license rights on the intellectual property rights and brand image of the
                                            authorized content in strict accordance with this Agreement, and shall not conduct any act
                                            or adversely affect the intellectual property rights of the authorized content or all components
                                            thereof.



 


		6、	Within
                                            30 days prior to the expiration of the authorization period of this Agreement, if Party B
                                            needs to continue to develop the authorized products or the developed products (including
                                            but not limited to the elements of the developed products), both parties shall separately
                                            negotiate to authorize the corresponding fees and sign the authorization agreement.



 


		7、	Within
                                            the authorization period of this Agreement, Party B or the third party authorized by Party
                                            B shall have the right to reasonably and legally use the relevant videos, logo, words, posters
                                            and other materials of the authorized products, subject to the prior written consent of Party
                                            A and no relevant fees to Party A, but shall not damage Party A’s image and reputation.



 


Article
4 Authorization of gold


 


		1、	 The Parties confirm that the total amount authorized herein this Agreement is RMB (in words:).



 


Under
this Agreement, as the consideration for which Party B is authorized, Party B shall pay Party A RMB RMB (in words). Party B shall pay
Party A a total amount of RMB (in case) in means of bank transfer. Party B shall pay Party A within 10 working days after the signing
of the contract. Party A shall provide Party B with authorized work documents within thirty (30) working days after receiving the payment
from Party B and issue a special invoice where Party A belongs to Party B.


 


Account
information of Party A:


 


Bank
of Party A:


 


Account
name of Party A:


 


Party
A’s account:


 


		2、	The
Parties shall independently bear any taxes payable because of the performance of their respective obligations under this Agreement.



 


Article
5 Intellectual Property rights


 


		1、	 This license is not understood as a transfer or division of intellectual property of “authorized Content”.



 






    4


     


    

 


		2.	Party
B shall enjoy the intellectual property rights of the products or semi-finished products commercial developed by Party B based on the
“authorized content”. Party A shall inform Party B in writing of the use. Party B shall have the right to apply for relevant
intellectual property registration after the completion of the developed products. Party B shall exercise without further consent from
Party A on the intellectual property rights, but shall not infringe on the legal intellectual property rights enjoyed by Party A and
the intellectual property owner of the original work.



 


		3.	Without
Party A’s permission, Party B shall not sell or transfer the original works. If there is any breach of contract, Party B shall
bear the corresponding liability for breach of contract.



 


Article
6 Confidentiality agreement


 


		1.	Party
A and Party B shall be liable to keep confidential and the business secrets of this Agreement (including but not limited to, the management,
technology, finance, business or any other information) of the other party without written, special authorization or as required by law,
or shall compensate the other party for any improper losses.



 


		2.	Confidentiality
liability shall not be affected by the invalidation, dissolution or termination of this Agreement.



 


Article
7 Liability for breach of contract


 


		1、	Both
                                            Party A and Party B shall fully and conscientiously perform the provisions of this Agreement.
                                            In case of any breach of contract, they shall compensate for the corresponding losses to
                                            the other party caused due to the breach of contract.



 


		2、	The
                                            breaching party shall compensate the other party for the losses due to its breach of contract,
                                            including the direct economic losses and reasonable expenses caused by the breach of the
                                            other party, including but not limited to the attorney expenses, litigation and arbitration
                                            expenses and travel expenses incurred by the other party due to the breach of the breaching
                                            party.



 


		3、	If
                                            Party B infringes the relevant rights of the third party, Party B shall settle the product
                                            by itself; if losses are caused to Party A or the third party, it shall bear all compensation
                                            liability to Party A or the third party.



 


		4、	If
                                            Party B cannot open to the market normally due to the right defects of the commercial development,
                                            Party B shall not claim for any refund of any fees for any reason, and Party A reserves the
                                            right to claim.



 


		5、	Except
                                            for the breach expressly specified in this Agreement, if any breach of either party causes
                                            the failure of the purpose of the Agreement, the non-reaching Party shall have the right
                                            to terminate this Agreement and claim relevant damages to the breaching party.



 


		6、	If
                                            the liquidated damages or the amount of damages borne by the defaulting party is still insufficient
                                            to compensate for the actual losses of the defaulting party, the aforementioned defaulting
                                            party shall make up to the defaulting party.



 






    5


     


    

 


Article
8 Force majeure


 


		1、	“Force
                                            Majeure” means an event which is not reasonably controlled, unforeseeable, or even
                                            foreseeable, and which prevents, affects, or delays either party in performing all or part
                                            of its obligations under the Agreement. The incident includes, but is not limited to, government
                                            acts, natural disasters, wars, strikes, hacking, computer viruses (e. g., trojans, worms,
                                            etc.), technical adjustments in the telecommunications sector, or any other similar event.



 


		2、	In
                                            case of a force majeure event, the affected party shall timely and fully notify the other
                                            party in writing and inform the other party of the possible impact of this Agreement, and
                                            shall provide detailed details within a reasonable period (30 days after the occurrence of
                                            the relevant organization, and the affected party is unable to fulfill all or part of its
                                            obligations under this Agreement.



 


		3、	If
                                            part or all of the above force majeure events are impossible or delayed in performing the
                                            Agreement, both parties shall terminate the agreement or reasonably share the possible losses,
                                            and shall not be liable for any breach of contract between each other.



 


Article
9 Cancellation of the Agreement


 


		1、	This
                                            Agreement may be dissolved under the following circumstances:



 


		1)	Both
                                            parties may terminate this Agreement through consultation;



 


		2)	If
                                            the suspension of this Agreement reaches 60 days due to force majeure, both parties shall
                                            have the right to unilaterally terminate this Agreement after notifying the other party in
                                            writing;



 


		3)	The
                                            circumstances that may be discharged as stipulated by laws and regulations and the other
                                            circumstances stipulated in this Agreement.



 


		2、	If
                                            Party A has any of the following circumstances within the term of cooperation, Party B shall
                                            have the right to unilaterally terminate this Agreement:



 


		1)	Party
                                            A’s actions cause Party B to suffer heavy losses;



 


		2)	Other
                                            acts that damage Party B’s reputation and rights and interests;



 


		3)	Other
                                            circumstances as provided for by the law.



 






    6


     


    

 


		3、	If
                                            Party B has any of the following circumstances, Party A shall have the right to unilaterally
                                            terminate this Agreement:



 


		1)	Party
                                            B’s actions cause Party A to suffer heavy losses;



 


		2)	Other
                                            acts that damage Party A’s reputation and rights and interests of Party A;



 


		3)	Other
                                            circumstances as provided for by the law.



 


		4、	If
                                            this Agreement is terminated, Party A shall not refund the authorized fees paid by Party
                                            B.



 


Article
10 Others


 


		1、	 Both Party A and Party B shall be obliged to protect the “authorized content” permitted by this Agreement from infringement
by others. Either party found an violation, for the use of “authorized content” permitted in this Agreement, it shall immediately
inform the other party in writing and take active and effective measures in time and timeTo prevent the further occurrence of infringement,
to prevent the further expansion of the consequences of damage.



 


		2、	Matters not covered herein shall be settled by both parties through negotiation, and both parties shall sign a supplementary agreement
as an effective part of this Agreement. The motion shall have equal effect.



 


		3、	Any dispute arising from this Agreement shall be resolved by both parties through friendly negotiation, and both parties agree to submit
the dispute to the location of Party A’s people’s court to make the settlement. The conclusion, execution and interpretation
of this Agreement and the settlement of disputes shall be subject to the laws of the People’s Republic of China.



 


		4、	This Agreement is made in duplicate, each holding one copy and shall take effect from the date of seal by both parties.



 


(The
following has no text, which is signed and sealed by both parties)


 


Party
A: 


 


Party
B:


 


Date
signed: 


 






    7


     


    

 


Annex
I:


 


Letter
of authorization


 


Authorized
by:


Licensee:


 


This
letter of authorization is an attachment to the 3D Digital Asset Authorization Cooperation Agreement (hereinafter referred to as the
“Original Agreement”) signed by both parties on [], [] [] [], and shall be used together with the original agreement and
has the same legal effect. We hereby confirm that the specific authorization is as follows:


 


	Copyright
    name	Authorization
    rights	Licensed
    scope of use	Number
    of assets / individual	Authorization
    amount

    (RMB)
	3D
    digital assets	The
    right to adapt film and TV series, animation adaptation right, video production right, VR virtual reality development right, AR augmented
    reality development right, digital cultural and tourism development right	Chinese
mainland area

    (Excluding
Hong Kong, Macao and Taiwan)
	 	¥
    :
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	amount
    to	 	¥
    :





 


Authorization
period: from ______________ to ________________


 






    8


     


    

 


Licensor
guarantees:


 


		1.	The
                                            contents submitted by the Authorisor shall be consistent with the contents contained in this
                                            Letter of Attorney, and all legal disputes and administrative penalties caused by submission
                                            errors or other reasons shall be borne by the licensor.



 


		2.	It
                                            has a real and legal source and right to the authorized content and relevant materials provided,
                                            and does not infringe on the legitimate rights and interests of any other rights holder (including
                                            but not limited to intellectual property rights, portrait right, privacy right, etc.);



 


		3.	Ensure
                                            that the authorized content provided is legal and healthy, does not violate any laws, regulations,
                                            norms and policies that should be applied, and does not contain bad information such as reaction,
                                            pornography, insult or slander;



 


		4.	For
                                            the copyright or other disputes arising from the authorized content provided, the authorized
                                            party is involved in any legal dispute, administrative penalty, litigation or arbitration,
                                            and the licensor shall solve and bear the relevant expenses, and the licensor shall also
                                            compensate for the losses caused by the above reasons.



 


Authorized
by:


 


Date:


 





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