Revised Non-Binding Term Sheet for WindFire IP License

Revised Non-Binding Term Sheet for WindFire IP License

**Date:** March 1, 2026  

**Licensor:** AtlanTech Vision Corporation ("ATVICO"), a Colorado corporation, represented by Tony Valdez, President & Sole Director, 722 E 4th St, Delta, CO 81416.  

**Licensee:** [Insert Licensee Name], a [state of incorporation] [entity type], with principal place of business at [address].  

**Licensed IP:** The "WindFire Framework," including: (i) WindFire Opus (entropic gravity theory paper); (ii) Red Jacket Manual and Addendums (engineering and operational protocols); (iii) WindFire Trilogy Treatment (cinematic narrative); and derivative works such as Captain Cosmic™ character and Plausible Reality™ Universe elements (collectively, the "IP").  

**Grant of License:** Licensor grants Licensee an **11-year**, worldwide, exclusive license (subject to Retained Rights below) to use, adapt, and commercialize the IP in entertainment media (film, TV, games, and related merchandise), excluding educational, scientific, VR ride, or Delta Pod theater applications. Licensee may sublicense with Licensor's prior written approval (not to be unreasonably withheld).  

**Term:** **11 years** from Effective Date, renewable upon mutual written agreement. Automatic reversion of all rights to Licensor if no project is green-lit within 5 years of Effective Date. All rights revert to Licensor upon expiration of the term.  

**Financial Terms:** (Adjusted to reflect the extended term and current market conditions)  

- Upfront Fee: **$16,500,000** USD, payable within 30 days of Effective Date.  

- Royalties: **11%** of Net Revenues from Licensed Products (films, series, games, merchandise, etc.), payable quarterly within 45 days after the end of each calendar quarter, with standard audit rights for Licensor.  

- Milestone Payments: **$2,200,000** upon first project green-light (defined as receipt of formal production commitment/financing); **$3,300,000** upon first theatrical or major streaming release of a Licensed Product.  

- Sublicensing Income: **16.5%** of gross consideration received from any sublicenses or third-party deals involving the IP.  

- Equity: None.  

**Retained Rights (Non-Negotiable):** Licensor permanently retains exclusive rights to:  

- Use the IP in educational content, scientific research/publications, VR rides/experiences, Delta Pod theaters, and SHED manufacturing applications.  

- Specific protected elements: the "Mercy Correction Term" (conscious modulation of τₛₙₐₚ⁻¹), Efficiency Ridge diagram and associated mathematics, the phrase "When the wind finally wins, will the fire keep burning anyway?", and the 0.847 THz "double spike" signature.  

- Final approval rights (not to be unreasonably withheld) on any content labeled or marketed as "Plausible Reality™"; Licensor retains veto rights on material deviations in tone, philosophy, or scientific plausibility from the original WindFire Framework.  

- Right of first refusal on any live-action Captain Cosmic™ projects proposed during the term.  

**Confidentiality:** Both parties agree to maintain the confidentiality of the IP, business discussions, and the terms of this Term Sheet for a period of **5 years** following termination or expiration, except as required by law or court order.  

**Warranties and Indemnification:** The IP is licensed "as is" with no warranties, express or implied, including as to validity, enforceability, or non-infringement. Licensee shall indemnify, defend, and hold harmless Licensor from any third-party claims arising from Licensee's (or its sublicensees') use, adaptation, commercialization, or exploitation of the IP.  

**Governing Law and Dispute Resolution:** This Term Sheet and any definitive agreement shall be governed by the laws of the State of Colorado, without regard to conflict of laws principles. Any disputes shall be resolved exclusively in the state or federal courts located in Delta County, Colorado.  

**Other Terms:** The parties agree to negotiate in good faith toward execution of a definitive License Agreement within **60 days** of acceptance of this Term Sheet. This Term Sheet is non-binding except for the Confidentiality, Governing Law, and Dispute Resolution provisions, which are binding upon signature. No party shall have any liability for failure to reach a definitive agreement.  

**Accepted and Agreed (Subject to Definitive Agreement):**  

_______________________________  

Tony Valdez, President & Sole Director  

AtlanTech Vision Corporation  

Date: ________________  

_______________________________  

[Licensee Representative Name & Title]  

[Licensee Entity Name]  

Date: ________________  

This Revised Term Sheet is intended solely for discussion and negotiation purposes. It does not create any legal obligations except as expressly stated above.