1. From the viewpoint of PROVIDER, what terms need better adjustment? and please change/add it with the best new wording.

The CUSTOMER agrees to pay the following fees for PROVIDER’s performance of the Services: (i) $2,000 upon execution of this Agreement; (ii) $30,000 on or about September 1, 2022; (iii) $60,000 shall be payable by the end of the 6^th week of development based upon PROVIDER’s delivery of (A) the full functioning web server hosted on Rakuten and (B) Player assuming satisfaction of CUSTOMER; and (iv) $70,000 – after complete quality testing conducted by CUSTOMER of the delivery of the fully functioning CMS component and integration with the Player’s billing/credit card processing functionality.

2. What are the best propose of new wording in the first sentence of these terms so that CUSTOMER and PROVIDER can share the benefits of newly created materials and intellectual property in some fair way.

Except as otherwise set forth in this Agreement, CUSTOMER will own exclusively all right, title, and interest in and to all items that are conceived, made, discovered, written, or created by PROVIDER personnel alone or jointly with third parties under this Agreement, including the Deliverables, whether completed or works-in-progress. Without limiting the previous sentence, all Deliverables, in whole and in part, will be deemed “works made for hire” of CUSTOMER for all purposes of copyright law, and the copyright will belong solely to CUSTOMER. To the extent that any such Deliverables do not fall within the specifically enumerated works that constitute “works made for hire” under the United States copyright laws, and to the extent that any Deliverables include materials subject to copyright, patent, trade secret, or other proprietary right protection, PROVIDER hereby irrevocably assigns to CUSTOMER all its right, title, and interest that it may be deemed to have in and to any and all inventions, copyrights, patents, trade secrets, and other proprietary rights (including renewals). PROVIDER agrees to maintain adequate and current records of all Deliverables, which records will be and remain the property of CUSTOMER. PROVIDER agrees to promptly disclose and describe to CUSTOMER all Deliverables.