WindFire Effect Trilogy

# 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," 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 a 10-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.  

**Term:** 10 years from Effective Date, renewable upon mutual agreement. Automatic reversion if no green-lit project within 5 years.  

**Financial Terms:**  
- Upfront Fee: $15,000,000 USD, payable within 30 days of Effective Date.  
- Royalties: 10% of Net Revenues from Licensed Products (films, series, games, etc.), payable quarterly.  
- Milestone Payments: $2,000,000 upon 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 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 veto on 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 confidentiality of the IP and terms for 5 years post-termination, except as required by law.  

**Warranties and Indemnification:** IP 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.