"Artist in Residence" contract between Nina Paley and QuestionCopyright.org

                                      14 November 2009

Contract between QuestionCopyright.org, a California-based non-profit (hereinafter
"QCO") and Nina Paley (hereinafter "Nina").

1) In return for Nina's permission to use the "Creator-Endorsed Mark" (Exhibit A) to indicate
   Nina's endorsement of QCO as a distributor of goods related to Nina's works of authorship,
   QCO will pay 50% of the net revenue resulting from sale of such goods to Nina.  QCO will
   pay Nina or her assignee such revenue every 30 days or any period of time greater than 30
   days that both parties agree to, frequency of payments having no effect on the aggregate
   amount paid.

2) QCO agrees to collect donations to help recoup expenses related to the Sita Distribution
   Project (see Exhibit B), including music licensing fees paid to the copyright owners of
   music used in Nina's film "Sita Sings the Blues".  Donors will be clearly instructed to
   label such donations as directed donations to the Sita Distribution Project.  QCO shall
   place all such directed donations into a fund to be used for the reimbursement of expenses.
   QCO retains the unilateral right to spend such funds within QCO's sole judgment, subject to
   any donor-imposed restrictions, as to purpose, on the charitable use of such assets.  The
   parties agree that all money, and the fair market value of all property, deposited in the
   fund be reported as the income of QCO for both tax purposes and for purposes of the QCO's
   financial statements.  It is the intent of the parties that this Agreement be interpreted
   to provide QCO with variance powers necessary to enable QCO to treat the fund as QCO's
   asset in accordance with Financial Accounting Statement No. 136 issued by the Financial
   Accounting Standards Board, while this Agreement is in effect.

3) Separability Clause. If any action or provision of this contract shall be declared void by
   any court of competent jurisdiction, or the applicability thereof to any person or
   circumstances shall be held invalid, the validity of the remainder of the contract and the
   applicability thereof to other persons and circumstances shall not be affected thereby, and
   to this end the sections and provisions of this chapter are declared to be severable.

4) Any part of this contract, including the whole contract, may be canceled by either party at
   any time.  However, even if the contract is canceled, if Nina still has outstanding Sita
   Distribution Project expenses, then any directed donations collected by QCO as part of (2)
   are still payable to Nina, subject to the provisions contained herein.

5) Nina has no other formal responsibilities as Artist in Residence, and any work she chooses
   to perform with or for QCO, whether paid or unpaid, is done strictly on a volunteer basis
   without reference to this contract.

Signed:

Nina Paley: _________________________________________________   Date: ________________________

            _________________________________________________

            _________________________________________________


Karl Fogel: _________________________________________________   Date: ________________________
(for QCO)
            _________________________________________________

            _________________________________________________


Exhibit A:
  http://questioncopyright.org/creator_endorsed

Exhibit B:
  http://questioncopyright.org/sita_distribution