WindFire Effect Trilogy Overview

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," includes the following components: (i) WindFire Opus (entropic gravity theory paper); (ii) Red Jacket Manual and Addendums (engineering and operational protocols); (iii) WindFire Trilogy Treatment (cinematic narrative); along with derivative works such as the Captain Cosmic™ character and elements of the Plausible Reality™ Universe (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 (including film, TV, games, and related merchandise), while specifically 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:** This license is valid for **11 years** from the Effective Date and is renewable upon mutual written agreement. Should no project be green-lit within 5 years of the Effective Date, all rights will automatically revert to Licensor. Rights will revert to Licensor upon the expiration of the term as well.  

**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 (such as films, series, games, merchandise, etc.), payable quarterly within 45 days after the close of each calendar quarter, including standard audit rights for Licensor.  

- Milestone Payments: **$2,200,000** upon first project green-light—defined as the receipt of formal production commitment/financing; **$3,300,000** upon the 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 retains exclusive rights to:  

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

- Specific protected elements, including the "Mercy Correction Term" (conscious modulation of τₛₙₐₚ⁻¹), Efficiency Ridge diagram and related 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 also retains veto rights on significant 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 license term.  

**Confidentiality:** Both parties agree to uphold the confidentiality of the IP, business discussions, and the terms of this Term Sheet for a duration of **5 years** following termination or expiration, except where disclosure is mandated by law or court order.  

**Warranties and Indemnification:** The IP is licensed "as is" with no warranties, either express or implied, concerning validity, enforceability, or non-infringement. The Licensee agrees to indemnify, defend, and hold harmless Licensor against 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 situated in Delta County, Colorado.  

**Other Terms:** Both parties commit to negotiating in good faith towards executing a definitive License Agreement within **60 days** of accepting this Term Sheet. This Term Sheet is non-binding except for the provisions concerning Confidentiality, Governing Law, and Dispute Resolution, which are binding upon signature. No party shall bear liability for failing 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.

# Non-Binding Term Sheet for WindFire IP License

**Date:** December 7, 2025  

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

**Grant of License:** Licensor grants Licensee a 10-year, worldwide, exclusive license (subject to the Retained Rights below) to use, adapt, and commercialize the IP in various entertainment media such as film, TV, games, and related merchandise, but excluding educational, scientific, VR ride, or Delta Pod theater applications. Licensee may sublicense with Licensor's prior written approval.  

**Term:** 10 years from the Effective Date, renewable upon mutual agreement. There will be an automatic reversion if no green-lit project exists within 5 years.  

**Financial Terms:**  

- Upfront Fee: $15,000,000 USD, payable within 30 days of the Effective Date.  

- Royalties: 10% of Net Revenues from Licensed Products (films, series, games, etc.), payable quarterly.  

- Milestone Payments: $2,000,000 upon the first project green-light; $3,000,000 upon theatrical/streaming release.  

- Sublicensing Income: 15% of gross consideration from sublicenses.  

- Equity: None.  

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

- Exclusive rights to use the IP in educational content, scientific research, VR rides, Delta Pod theaters, and SHED manufacturing.  

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

- Final approval on any "Plausible Reality™" labeled content and the right to veto tone deviations.  

- Right of first refusal on live-action Captain Cosmic projects.  

- All rights revert to Licensor after term expiration.  

**Confidentiality:** Both parties agree to maintain the confidentiality of the IP and terms for 5 years post-termination, except as required by law.  

**Warranties and Indemnification:** The IP is provided "as is" without warranties. Licensee indemnifies Licensor against claims arising from Licensee's use.  

**Governing Law:** Colorado law, with disputes resolved in Delta County courts.  

**Other Terms:** Parties will negotiate a definitive License Agreement in good faith within 60 days. This Term Sheet is non-binding except for confidentiality and governing law provisions.  

**Accepted and Agreed:**  

_______________________________  

Tony Valdez, ATVICO  

_______________________________  

[Licensee Representative]  

Date: ________________  

This Term Sheet is intended for discussion purposes only and does not create legal obligations except as noted.