YOU On Demand Holdings, Inc.: Exhibit 10.11 - Filed by newsfilecorp.com






GAME RIGHTS ASSIGNMENT AGREEMENT 

This Assignment Agreement (“Agreement”) is made and entered
into as of April 13, 2016 (the “Effective Date”) by and between Beijing Sun
Seven Stars Cultural Development Limited (the “Assignor”), a PRC
entity located at Eastern Fangzheng Road, Southern Dongying Village, Hancunhe
Town, Fangshan District, Beijing City, P.R.C and Tianjin Sevenstarflix
Network Technology Limited (the “Assignee”), a PRC entity located at
Suite 305-55, 3/F, Zonghe Service Building D, Nangang Industrial Zone of Tianjin
Economic Development Zone, Tianjin, PRC in connection with the following facts.
The parties shall hereinafter be referred to individually as a “Party”, or
collectively as the “Parties”. 

In consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereto agree as follows: 

	 	1. 	
      ASSET



Assignor represents and warrants that
it is the sole, perpetual (except for the assignment made by Assignor to
Assignee under Section 2), and worldwide owner of the Chinese-language game
rights to the following to-be developed content: 

	 	• 	“Titanic Code”, which is based off of a
      to-be-developed animated film. 
		• 	“Special Forces Heroine” (otherwise known as
      Eastern Angels), which is based off of an animated film. 
		• 	“108 Heroes 1” (otherwise known as “Water
      Margin” or “Outlaws of the Marsh), which is based off of an animated film.
    
		• 	“108 Heroes 2” (otherwise known as “Water
      Margin” or “Outlaws of the Marsh), which is based off of an animated film.
    
		• 	“Knights in Paradise” (otherwise known as “Peak
      Time”) which is based off of an animated film. 
		• 	“The Dog Movie” (Chinese title:
    
    福犬归家路) which is based off of an animated film.
  


The abovementioned contents are herein
referred to collectively as the “Asset” or “Assets”. 

	 	2. 	
      ASSIGNMENT OF GAME RIGHTS



In consideration of certain payments
discussed herein, the Parties agree that Assignor hereby grants to Assignee all
of its rights in the Assets for purposes of developing, producing and
distributing Chinese-language games and video games of all formats and types
including, but not limited to, card-based video games, mobile and internet
games, role playing games, action role playing games, and massively
multiplayer online role playing games based on the Assets (the “Game Rights”).
Without limiting the generality of the foregoing, the Parties acknowledge and
agree that (a) Assignee may sub-license the Game Rights, in part or in whole, to
any third-parties as designated by the Assignee, without the need to notify
Assignor or obtain Assignor’s consent; and (b) Assignee owes no duty of
accounting to Assignor when exercising the Game Rights. At Assignee’s request,
Assignor will provide Assignee with access to the scripts, story lines, still
frames and other mutually-agreed upon elements of the Assets to assist Assignee
with the development, production and distribution of the games described in this
Section 2. Assignor will be solely responsible for obtaining all rights,
licenses and releases (including, but not limited to, right of publicity
releases and music licenses) necessary for Assignee to use the Game Rights to
develop, produce and distribute such games. 





	 	3. 	
      PAYMENT



As consideration for all rights
assigned to Assignee, Assignee agrees to pay Assignor, and Assignor agrees to
accept, a payment of Eighteen Million Chinese Yuan (RMB18,000,000) (the “Fee”).
Assignor will invoice Assignee for the Fee on or after the Effective Date.
Payment of such invoice will be due within thirty (30) days after the date that
Assignee receives the invoice. If any of the six (6) films listed in Section 1
are not fully and finally developed and distributed to the public or if the name
or description of any of the six (6) films listed in Section 1 are changed or
altered, the Assignor shall compensate the Assignee for any direct losses
incurred.

	 	4. 	
      WARRANTY &
INDEMNIFICATION



Assignor represents and warrants to
Assignee that: (a) Assignor is the exclusive proprietor, throughout the world,
of the Game Rights; (b) that Assignor has not assigned or nor in any manner
encumbered, diminished, licensed or impaired these rights that would interfere
with Assignee’s rights under this Agreement; (c) it has all rights necessary to
grant the assignment under this Agreement; and (d) the Game Rights, when used as
permitted under this Agreement, will not be unlawful or libelous and will not
violate or infringe any common law or statutory right of any person or other
entity. Assignor further represents and warrants that no attempt hereafter will
be made to encumber, diminish or impair any of the rights herein assigned and
that all appropriate protections of such rights will continue to be maintained
by Assignor. 

EXCEPT FOR THE FOREGOING
REPRESENTATIONS AND WARRANTIES, THE PARTIES MAKE NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. 

Assignor shall indemnify, defend and
hold harmless Assignee and its affiliates, and their respective directors,
officers, employees, agents, successors, assigns, licensees and distributors, from and against any and all judgments,
settlements, damages, penalties, costs and expenses (including, but not limited
to, reasonable attorneys’ fees) arising out of any third party claim (i)
relating to Assignor’s breach of its warranties, representations, covenants or
agreements hereunder; and/or (ii) that any of the Game Rights, used as permitted
under this Agreement, violates or infringes any copyright, privacy, publicity,
trademark, service mark, patent, or any other right of any third party and/or is
unlawful or libelous. 

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	 	5. 	
      ASSIGNMENT



This Agreement may be assigned or
transferred by either Party to any of its designees or affiliates, who would be
bound by the same rights and obligations as the transferring party. This
Agreement will be binding upon, and inure to the benefit of, the respective
permitted assignees, transferees and successors of each of the parties. 

	 	6. 	
      CONFIDENTIALITY



“Confidential Information” means all
non-public information about the disclosing party’s business or activities that
is marked or designated by such party as “confidential” or “proprietary” at the
time of disclosure or that reasonably would be understood to be confidential
given the circumstances of disclosure. Notwithstanding the foregoing,
Confidential Information does not include information that: (a) is in or enters
the public domain without breach of this Agreement; (b) the receiving party
lawfully receives from a third party without restriction on disclosure and
without breach of a nondisclosure obligation; (c) the receiving party rightfully
knew prior to receiving such information from the disclosing party; or (d) the
receiving party develops entirely independently of, and without any access or
reference to or use of, any Confidential Information communicated to the
receiving party by the disclosing party. Each party agrees that (i) it will not
disclose to any third party any Confidential Information disclosed to it by the
other party except as expressly permitted in this Agreement; (ii) it will only
permit access to Confidential Information of the disclosing party to those of
its employees or authorized representatives or advisors (including, without
limitation, the receiving party’s auditors, accountants, and attorneys) having a
need to know and who, prior to obtaining such access, are legally bound to
protect the disclosing party’s Confidential Information at least to the same
extent as set forth herein; (iii) it will use any Confidential Information
disclosed to it by the other party only for the purpose of performing its
obligations or exercising its rights under this Agreement and not for any other
purpose, whether for such party’s own benefit or the benefit of any third party;
(iv) it will maintain the confidentiality of all Confidential Information of the
other party in its possession or control; and (v) at any time the disclosing
party may so request, it will deliver promptly to the disclosing party, or, at
the disclosing party’s option, it will destroy, all Confidential Information of
the disclosing party that it may then possess or have under its control.
Notwithstanding the foregoing, each party may disclose Confidential Information
of the other party to the extent required by a court of competent
jurisdiction or other governmental authority or otherwise as required by law,
provided that such party will, as soon as reasonably practicable, provide the
disclosing party with written notice of such requirement so that the disclosing
party may seek a protective order or other appropriate remedy. The receiving
party and its representatives will cooperate fully with the disclosing party to
obtain any such protective order or other remedy. If the disclosing party elects
not to seek, or is unsuccessful in obtaining, any such protective order or
similar remedy and if the receiving party receives advice from reputable legal
counsel confirming that the disclosure of Confidential Information is required
pursuant to applicable law, then the receiving party may disclose such
Confidential Information to the extent required; provided, however, that the
receiving party will use commercially reasonable efforts to ensure that such
Confidential Information is treated confidentially by each party to which it is
disclosed. 

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	 	7. 	
      ARBITRATION AND
JURISDICTION



This Agreement will be interpreted and
governed by PRC laws. Any controversy or claim arising out of or in relation to
this Agreement or the validity, construction or performance of this Agreement,
or the breach thereof, shall be resolved by arbitration in accordance with the
rules and procedures of the Beijing Arbitration Committee if it cannot be
settled through the negotiation. 

	 	8. 	
      ENTIRE AGREEMENT



This Agreement is intended by the
parties hereto as a final expression of their Agreement and understanding with
respect to the subject matter hereof and as a complete and exclusive statement
of the terms thereof, unless amended in writing by both parties, and supersedes
any and all prior and contemporaneous agreements and understanding thereto. No
modification of this Agreement will be valid or binding unless in writing and
executed by both parties. No waiver under this Agreement will be effective
unless in writing by the waiving party and no waiver with respect to any single
event will be deemed a waiver of any other event theretofore or thereafter
occurring. No delay or failure on the part of any party in exercising any right
hereunder will impair any such right or remedy. This Agreement may be signed by
facsimile or email transmission and in counterparts. This Agreement is drafted
in English. If there are conflicts between the English version and subsequent
translated versions of this Agreement, the English version of this Agreement
will prevail. 

	 	9. 	
      NOTICE



Any notice required or permitted by
this Agreement shall be in writing and shall be delivered as follows, with
notice deemed given upon receipt or refusal: (i) by overnight courier service;
(ii) hand delivery; or (iii) by certified or registered mail, return receipt
requested. Notice shall be sent to the addresses set forth
above or to such other address as either party may specify in a notice given
under this Section 9. 

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	 	10. 	
      MISCELLANEOUS



Neither this Agreement nor the
cooperation of the parties contemplated under this Agreement shall be deemed or
construed to create any partnership, joint venture or agency relationship
between the parties. Except as otherwise expressly permitted in this Agreement,
neither party is, nor will either party hold itself out to be, vested with any
power or right to bind the other party contractually or act on behalf of the
other party as a broker, agent or otherwise. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement. In the event that any
provision of this Agreement is determined to be invalid, unenforceable or
otherwise illegal, such provision shall be deemed restated, in accordance with
applicable law, to reflect as nearly as possible the original intentions of the
parties, and the remainder of the Agreement shall remain in full force and
effect. Section headings are for convenience only, and will not be used to
interpret this Agreement. 

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this agreement to
be signed by their duly authorized representatives as of the date first set
forth above. 

Beijing Sun Seven Stars Cultural Development Limited


By: /s/ Bruno Wu

Its: CEO & Chairman

Tianjin Sevenstarflix Network Technology Limited 

By: /s/ Zhu Yun

Its: Legal Representative


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