Music Law 102

2019 Edition LawPracticeCLE Unlimited All Courses. All Formats. All Year.

ABOUT US LawPracticeCLE is a national continuing legal education company designed to provide education on current, trending issues in the legal world to judges, attorneys, paralegals, and other interested business professionals. New to the playing eld, LawPracticeCLE is a major contender with its oerings of Live Webinars, On-Demand Videos, and In-person Seminars. LawPracticeCLE believes in quality education, exceptional customer service, long-lasting relationships, and networking beyond the classroom. We cater to the needs of three divisions within the legal realm: pre-law and law students, paralegals and other support sta, and attorneys.

WHY WORK WITH US? At LawPracticeCLE, we partner with experienced attorneys and legal professionals from all over the country to bring hot topics and current content that are relevant in legal practice. We are always looking to welcome dynamic and accomplished lawyers to share their knowledge!

As a LawPracticeCLE speaker, you receive a variety of bene ts. In addition to CLE teaching credit attorneys earn for presenting, our presenters also receive complimentary tuition on LawPracticeCLE’s entire library of webinars and self-study courses.

LawPracticeCLE also aords expert professors unparalleled exposure on a national stage in addition to being featured in our Speakers catalog with your name, headshot, biography, and link back to your personal website. Many of our courses accrue thousands of views, giving our speakers the chance to network with attorneys across the country. We also oer a host of ways for our team of speakers to promote their programs, including highlight clips, emails, and much more!

If you are interested in teaching for LawPracticeCLE, we want to hear from you! Please email our Directior of Operations at [email protected] with your information. Be advised when speaking for LawPracticeCLE, we require you to provide the bellow items related to your course:

1. A Course Description 2. 3-4 Learning Objectives or Key Topics 3. A Detailed Agenda 4. A Comprehensive PowerPoint Presentation

CONTACT US 11161 E State Road 70 #110-213 941-584-9833 www.lawpracticecle.com Lakewood Ranch, FL 34202 LAWPRACTICECLE UNLIMITED LawPracticeCLE Unlimited is an elite program allowing attorneys and legal professionals unlimited access to all Law- PracticeCLE live and on-demand courses for an entire year.

LawPracticeCLE provides twenty new continuing legal education courses each month that will not only appeal to your liking, but it will also meet your State Bar requirement.

Top attorneys and judges from all over the country partner with us to provide a wide variety of course topics from basic to advanced. Whether you are a paralegal or an experienced attorney, you can expect to grow from the wealth of knowledge our speakers provide. COURSE CATEGORIES A View From The Bench Estate Planning Paralegal Studies Animal Law Ethics, Bias, and Professionalism Personal Injury Law Bankruptcy Law Family Law Practice Management & Trial Prep Business Law Federal Law Real Estate Law Cannabis Law Food and Beverage Law Religious Law Construction Law Gun Law Social Security Law Criminal Law Health Law Specialized Topics Cybersecurity Law Immigration Law Tax Law Education Law Intellectual Property Law Technology Law Employment Law Insurance Law Transportation Law Entertainment Law Nonpro t Law Tribal Law More Coming Soon ... ACCREDITATION LawPracticeCLE will seek approval of any CLE program where the registering attorney is primarily licensed and a single alternate state. The application is submitted at the time an attorney registers for a course, therefore approval may not be received at the time of broadcasting. In the event a course is denied credit, a full refund or credit for another Law- PracticeCLE course will be provided.

LawPracticeCLE does not seek approval in Illinois or Virginia, however the necessary documentation to seek CLE credit in such states will be provided to the registrant upon request. ADVERTISING WITH LAWPRACTICECLE At LawPracticeCLE, we not only believe in quality education, but providing as many tools as possible to increase success. LawPracticeCLE has several advertising options to meet your needs. For advertising and co-sponsorship information, please contact the Director of Operations, Jennifer L. Hamm, [email protected].

CHECK US OUT ON SOCIAL MEDIA Facebook: www.facebook.com/LawPracticeCLE lnstagram: www.instagram.com/lawpracticecle

Linkedln: www.linkedin.com/company/lawpracticecle Twitter: www.twitter.com/LawPracticeCLE MUSIC LAW 102 CLE Presented by Alandis Brassel, Esq.

1 MUSIC LAW 102

2 COPYRIGHT BASICS

3 PROS

4 ASCAP WRITER AGREEMENTS Writer Member Agreement

WARRANTIES AND REPRESENTATIONS MEMBERSHIP AGREEMENT

A. I represent that there are no existing assignments or licenses, Agreement made between the Undersigned (for brevity called direct or indirect, of non-dramatic performing rights in my “Owner”) and the AMERICAN SOCIETY OF COMPOSERS, musical works, except to or with the publisher(s). If there are AUTHORS AND PUBLISHERS (for brevity called “Society”), assignments or licenses other than with publishers, I have at- in consideration of the premises and of the mutual covenants tached copies of such assignments or licenses. hereinafter contained, as follows:

B. I have read the ASCAP Articles of Association, Compendium of 1. The Owner grants to the Society for the term hereof, the Rules and Regulations, and Second Amended Final Judgment right to license non-dramatic public performances (as here- entered in U.S. v. ASCAP (“AFJ2”), and agree to be bound by inafter defined), of each musical work: them, as now in effect, and as they may be amended, and I agree to execute agreements in such form and for such periods as Of which the Owner is a copyright proprietor; or the Board of Directors shall have required and shall hereafter require for all members. Which the Owner, alone, or jointly, or in collaboration with others, wrote, composed, published, acquired or owned; or C. I represent that I meet the eligibility requirements for membership as set forth herein as I have written or co-written a musical work In which the Owner now has any right, title, interest or or song that has been performed publicly in any venue licensable by control whatsoever, in whole or in part; or ASCAP (club, live concert, symphonic concert or recital venue, college or university, etc.), performed in an audio visual or electronic Which hereafter, during the term hereof, may be written, medium (film, website, television program, radio station, etc.), composed, acquired, owned, published or copyrighted by commercially recorded, or published as sheet music, a score, or folio the Owner, alone, jointly or in collaboration with others; or which is available for sale or rental. I understand that ASCAP reserves the right to request substantiation of my eligibility for In which the Owner may hereafter, during the term hereof, ASCAP membership at any time. have any right, title, interest or control, whatsoever, in whole or in part. D. I warrant and represent that all of the information furnished in this application is true. I acknowledge that any agreement The right to license the public performance of every such entered into between ASCAP and me will be in reliance upon musical work shall be deemed granted to the Society by this the representations contained in this application, and that my instrument for the term hereof, immediately upon the work membership will be subject to termination if the information being written, composed, acquired, owned, published or contained in this application is not complete and accurate. copyrighted.

The rights hereby granted shall include:

(a) All the rights and remedies for enforcing the copyright or copyrights of such musical works, whether such copyrights are in the name of the Owner and/or others, as well as the right to sue under such copyrights in the name of the Society and/or in the name of the Owner and/or others, to the end that the Society may effectively protect and be assured of all the rights hereby granted.

(b) The non-exclusive right of public performance of the separate numbers, songs, fragments or arrangements, mel-

1 250 W. 57th Street • New York, NY 10107 • WWW.ASCAP.COM odies or selections forming part or parts of musical plays performance of a composition shall not be deemed to make and dramatico-musical compositions, the Owner reserving such performances dramatic. and excepting from this grant the right of performance of musical plays and dramatico-musical compositions in their (iii) The definition of the terms dramatic”“ and “non-dra- entirety, or any part of such plays or dramatico-musical matic” performances contained herein are purely for the compositions on the legitimate stage. purposes of this agreement and for the term thereof and shall not be binding upon or prejudicial to any position tak- (c) The non-exclusive right of public performance by means en by either of us subsequent to the term hereof or for any of radio broadcasting, telephony, “wired wireless,” all forms purpose other than this agreement. of synchronism with motion pictures, and/or any method of transmitting sound other than television broadcasting. (e) The Owner may at any time and from time to time, in good faith, restrict the radio or television broadcasting of (d) The non-exclusive right of public performance by televi- compositions from musical comedies, operas, operettas and sion broadcasting; provided, however, that: motion pictures, or any other composition being excessively broadcast, only for the purpose of preventing harmful effect (i) This grant does not extend to or include the right to upon such musical comedies, operas, operettas, motion license the public performance by television broadcasting or pictures or compositions, in respect of other interest under otherwise of any rendition or performance of (a) any opera, the copyrights thereof; provided, however, that the right to operetta, musical comedy, play or like production, as such, grant limited licenses will be given, upon application, as to in whole or in part, or (b) any composition from any opera, restricted compositions, if and when the Owner is unable operetta, musical comedy, play or like production (whether to show reasonable hazards to his or its major interests or not such opera, operetta, musical comedy, play or like likely to result from such radio or television broadcasting; production was presented on the stage or in motion picture and provided further that such right to restrict any such form) in a manner which recreates the performance of such composition shall not be exercised for the purpose of per- composition with substantially such distinctive scenery mitting the fixing or regulating of fees for the recording or or costume as was used in the presentation of such opera, transcribing of such composition, and provided further that operetta, musical comedy, play or like production (whether in no case shall any charges, “free plugs,” or other consid- or not such opera, operetta, musical comedy, play or like eration be required in respect of any permission granted to production was presented on the stage or in motion picture perform a restricted composition; and provided further that form): provided, however, that the rights hereby granted in no event shall any composition, after the initial radio or shall be deemed to include a grant of the right to license television broadcast thereof, be restricted for the purpose of non-dramatic performances of compositions by television confining further radio or television broadcasts thereof to broadcasting of a motion picture containing such compo- a particular artist, station, network or program. The Owner sition if the rights in such motion picture other than those may also at anytime and from time to time, in good faith, granted hereby have been obtained from the parties in inter- restrict the radio or television broadcasting of any compo- est. sition, as to which any suit has been brought or threatened on a claim that such composition infringes a composition (ii) Nothing herein contained shall be deemed to grant not contained in the repertory of Society or on a claim by a the right to license the public performance by television non-member of Society that Society does not have the right broadcasting of dramatic performances. Any performance to license the public performance of such composition by of a separate musical composition which is not a dramat- radio or television broadcasting. ic performance, as defined herein, shall be deemed to be a non-dramatic performance. For the purposes of this 2. The term of this Agreement shall be for a period commenc- agreement, a dramatic performance shall mean a perfor- ing on the date hereof and continuing indefinitely thereafter mance of a musical composition on a television program in unless terminated by either party in accordance with the which there is a definite plot depicted by action and where Articles of Association. the performance of the musical composition is woven into and carries forward the plot and its accompanying action. 3. The Society agrees, during the term hereof, in good faith to The use of dialogue to establish a mere program format or use its best endeavors to promote and carry out the objects the use of any non-dramatic device merely to introduce a for which it was organized, and to hold and apply all roy-

2 alties, profits, benefits and advantages arising from the ex- the writer members, and (b) the publisher members, in ploitation of the rights assigned to it by its several members, accordance with the system of apportionment and distribu- including the Owner, to the uses and purposes as provided tion of royalties as determined by the Board of Directors in in its Articles of Association (which are hereby incorporated accordance with the Articles of Association as they may be by reference), as now in force or as hereafter amended. amended from time to time.

4. The Owner hereby irrevocably, during the term hereof, 8. The Owner agrees that the apportionment and distribution authorizes, empowers and vests in the Society the right to of royalties by the Society as determined from time to time enforce and protect such rights of public performance un- by the Board of Directors of the Society, in case of appeal by der any and all copyrights, whether standing in the name of him, shall be final, conclusive and binding upon him. The the Owner and/or others, in any and all works copyrighted Society shall have the right to transfer the right of review by the Owner, and/or by others; to prevent the infringement of any apportionment and distribution of royalties from the thereof, to litigate, collect and receipt for damages arising Board of Directors to any other agency or instrumentali- from infringement, and in its sole judgment to join the Own- ty that in its discretion and good judgment it deems best er and/or others in whose names the copyright may stand, adapted to assuring to the Society’s membership a just, fair, as parties plaintiff or defendants in suits or proceedings; equitable and accurate apportionment and distribution of to bring suit in the name of the Owner and/or in the name royalties. The Society shall have the right to adopt from time of the Society, or others in whose name the copyright may to time such systems, means, methods and formulae for the stand, or otherwise, and to release, compromise, or refer to establishment of a member’s apportionment and distri- arbitration any actions, in the same manner and to the same bution of royalties as will assure a fair, just and equitable extent and to all intents and purposes as the Owner might or distribution of royalties among the membership. could do, had this instrument not been made. 9. “Public Performance” Defined. The term “public perfor- 5. The Owner hereby makes, constitutes and appoints the mance” shall be construed to mean vocal, instrumental and/ Society, or its successor, the Owner’s true and lawful attor- or mechanical renditions and representations in any man- ney, irrevocably during the term hereof, and in the name ner or by any method whatsoever, including transmissions of the Society or its successor, or in the name of the Owner, by radio and television broadcasting stations, transmission or otherwise, to do all acts, take all proceedings, execute, by telephony and/or “wired wireless”; and/or reproductions acknowledge and deliver any and all instruments, papers, of performances and renditions by means of devices for re- documents, process and pleadings that may be necessary, producing sound recorded in synchronism or timed relation proper or expedient to restrain infringements and recover with the taking of motion pictures. damages in respect to or for the infringement or other violation of the rights of public performance in such works, and 10. “Musical Works” Defined. The phrase “musical works” shallbe to discontinue, compromise or refer to arbitration any such construed to mean musical compositions and dramati- proceedings or actions, or to make any other disposition of co-musical compositions, the words and music there of, and the differences in relation to the premises. the respectivearrangements thereof, and the selections therefrom. 6. The Owner agrees from time to time, to execute, acknowledge and deliver to the Society, such assurances, powers 11. The powers, rights, authorities and privileges by this instru- of attorney or other authorizations or instruments as the ment vested in the Society, are deemed to include the World, Society may deem necessary or expedient to enable it to provided, however, that such grant of rights for foreign exercise, enjoy and enforce, in its own name or otherwise, countries shall be subject to any agreements now in effect, a all rights and remedies aforesaid. list of which is attached hereto.

7. It is mutually agreed that during the term hereof the Board 12. The grant made herein by the Owner is modified by and of Directors of the Society shall be composed of an equal subject to the provisions of (a) the Second Amended Final number of writers and publishers respectively, and that Judgment in United States vs ASCAP, Civ. Action No. 41- the royalties distributed by the Board of Directors shall be 1395 (S.D.N.Y. June 11, 2001), as the same may be amended divided into two (2) equal sums, and one (1) each of such from time to time, and (b) the provisions of the Articles of sums credited respectively to and for division amongst (a) Association and resolutions of the Board of Directors.

 BMI THIS PAGE TO BE COMPLETED BY BMI. REMEMBER TO SIGN ON PAGE NINE.

AGREEMENT made on between BROADCAST MUSIC, INC. ("BMI"), a Delaware corporation, whose address is 7 World Trade Center, 250 Greenwich St, New York, NY 10007-0030 and a doing business as ("Publisher"), whose address is

W I T N E S S E T H :

1. The term of this agreement shall be the period from …………… TO BE COMPLETED BY BMI …………… to ……….. TO BE COMPLETED BY BMI ………… , and continuing thereafter for additional periods of five (5) years each unless terminated by either party at the end of said initial period or any additional period, upon notice sent by registered, certified or Express mail, or other sending method that requires that the date that the item is sent be recorded by the courier (e.g., overnight mail or messenger service), not more than six (6) months or less than three (3) months prior to the end of any such period.

2. As used in this agreement, the word "Work" or "Works" shall mean:

A. All musical compositions (including the musical segments and individual compositions written for a dramatic or dramatico-musical work) whether published or unpublished, now owned or copyrighted by Publisher or in which Publisher owns or controls performing rights, and

B. All musical compositions (including the musical segments and individual compositions written for a dramatic or dramatico-musical work) whether published or unpublished, in which hereafter during the term Publisher acquires ownership of copyright or ownership or control of the performing rights, from and after the date of the acquisition by Publisher of such ownership or control. SAMPLE 3. Except as otherwise provided herein, Publisher hereby sells, assigns and transfers to BMI, its successors or assigns, for the term of this agreement:

A. All the rights which Publisher owns or acquires publicly to perform, and to license others to perform, anywhere in the world, in any and all places and in any and all media, now known or which hereafter may be developed, any part or all of the Works.

B. The non-exclusive right to record, and to license others to record, any part or all of any of the Works on electrical transcriptions, wire, tape, film or otherwise, but only for the purpose of performing such Work publicly by means of radio and television or for archive or audition purposes. This right does not include recording for the purpose of sale to the public or for the purpose of synchronization (1) with motion pictures intended primarily for theatrical exhibition or (2) with programs distributed by means of syndication to broadcasting stations, cable systems or other similar distribution outlets.

C. The non-exclusive right to adapt or arrange any part or all of any of the Works for performance purposes, and to license others to do so.

4. Notwithstanding the provisions of subparagraph A of paragraph 3 hereof:

A. The rights granted to BMI by said subparagraph A shall not include the right to perform or license the performance of more than one song or aria from a dramatic or dramatico-musical work which is an opera,

P800A Page 1 of 10

THIS PAGE INTENTIONALLY LEFT BLANK

SAMPLE

P800A Page 2 of 10

operetta or musical show or more than five (5) minutes from a dramatic or dramatico-musical work which is a ballet, if such performance is accompanied by the dramatic action, costumes or scenery of that dramatic or dramatico-musical work.

B. Publisher, together with all the writers and co-publishers, if any, shall have the right jointly, by written notice to BMI, to exclude from the grant made by subparagraph A of paragraph 3 hereof performances of Works comprising more than thirty (30) minutes of a dramatic or dramatico-musical work, but this right shall not apply to such performances from (1) a score originally written for or performed as part of a theatrical or television film, (2) a score originally written for or performed as part of a radio or television program, or (3) the original cast, sound track or similar album of a dramatic or dramatico-musical work.

C. Publisher, the writers and/or co-publishers, if any, retain the right to issue non-exclusive licenses for performances of a Work or Works in the United States, its territories and possessions (other than to another performing rights licensing organization), provided that within ten (10) days of the issuance of such license or within three (3) months of the performance of the Work or Works so licensed, whichever is earlier, BMI is given written notice thereof and a copy of the license is supplied to BMI.

5. A. As full consideration for all rights granted to BMI hereunder and as security therefor, BMI agrees to make the following payments to Publisher with respect to each of the Works in which BMI has performing rights:

(1) For radio and television performances of Works in the United States, its territories and possessions, BMI will pay amounts calculated pursuant to BMI's then standard practices upon the basis of the then current performance rates generally paid by BMI to its affiliated publishers for similar performances of similar compositions. The number of performances for which Publisher shall be entitled to payment shall be estimated by BMI in accordance with its then current system of computing the number of such performances.

Publisher acknowledges that BMI licenses performances of the Works of its affiliates by means other than on radio and television, but that unless and until such time as methods are adopted for tabulation of and payment for such performances, payment will be based solely on performances in those media and locations then currently surveyed. In the event that during the term of this agreement BMI shall establish a system of separate payment for performances by means other than radio and television, BMI shall pay Publisher upon the basis of the then current performance rates generally paid by BMI to its other affiliated publishers for similar performances of similar compositions.

(2) For performances of Works outside of the United States, its territories and possessions, BMI will pay to Publisher monies received by BMI in the United States from any performing rights licensing organization whichSAMPLE are designated by such organization as the publisher's share of foreign performance royalties earned by any of the Works after the deduction of BMI's then current handling charge applicable to its affiliated publishers and in accordance with BMI's then standard practices of payment for such performances.

(3) In the case of Works which, or rights in which, are owned by Publisher jointly with one or more other publishers, the sum payable to Publisher under this subparagraph A shall be a pro rata share determined on the basis of the number of publishers, unless BMI shall have received from Publisher a copy of an agreement or other document signed by all of the publishers providing for a different division of payment.

B. Notwithstanding the provisions of subparagraph A of this paragraph 5, BMI shall have no obligation to make payment hereunder with respect to (1) any performance of a Work which occurs prior to the date on which BMI shall have received from Publisher all of the material with respect to such Work referred to in subparagraph A of paragraph 12 hereof, and in the case of foreign performances, the information referred to in subparagraph B of paragraph 16 hereof, or (2) any performance of a Work as to which a direct license as described in subparagraph C of paragraph 4 hereof has been granted by Publisher, its co-publishers or the writers, or (3) any performance for which no license fees shall be collected by BMI, or (4) any performance of a Work which Publisher claims was either omitted from or miscalculated on a royalty statement and for which BMI shall not have received written notice from Publisher of such claimed omission or miscalculation within nine (9) months of the date of the royalty distribution seeking to be adjusted.

6. In accordance with BMI's then current standard practices, BMI will furnish periodic statements to Publisher during each year of the term showing the monies due pursuant to subparagraph A of paragraph 5 hereof.

P800A Page 3 of 10

Each such statement shall be accompanied by payment of the sum thereby shown to be due to Publisher, subject to all proper deductions, if any, for taxes, advances or amounts due to BMI from Publisher.

7. A. Nothing in this agreement requires BMI to continue to license the Works subsequent to the termination of this agreement. In the event that BMI continues to license Publisher's interest in any Work, however, BMI shall continue to make payments to Publisher for such Work for so long as Publisher does not make or purport to make directly or indirectly any grant of performing rights in such Work to any other licensing organization. The amounts of such payments shall be calculated pursuant to BMI's then current standard practices upon the basis of the then current performance rates generally paid by BMI to its affiliated publishers for similar performances of similar compositions. Publisher agrees to notify BMI by registered or certified mail of any grant or purported grant by Publisher directly or indirectly of performing rights to any other performing rights organization within ten (10) days from the making of such grant or purported grant and if Publisher fails so to inform BMI thereof and BMI makes payments to Publisher for any period after the making of any such grant or purported grant, Publisher agrees to repay to BMI all amounts so paid by BMI promptly with or without demand by BMI. In addition, if BMI inquires of Publisher by registered or certified mail, addressed to Publisher's last known address, whether Publisher has made any such grant or purported grant and Publisher fails to confirm to BMI by registered or certified mail within thirty (30) days of the mailing of such inquiry that Publisher has not made any such grant or purported grant, BMI may, from and after such date, discontinue making any payments to Publisher.

B. BMI's obligation to continue payment to Publisher after the termination of this agreement for performances outside of the United States, its territories and possessions, of Works which BMI continues to license after such termination shall be dependent upon BMI's receipt in the United States of payments designated by foreign performing rights licensing organizations as the publisher's share of foreign performance royalties earned by the Works. Payment of such foreign royalties shall be subject to deduction of BMI's then current handling charge applicable to its affiliated publishers and shall be in accordance with BMI's then standard practices of payment for such performances.

8. In the event that BMI has reason to believe that Publisher will receive, or is entitled to receive, or is receiving payment from a performing rights licensing organization other than BMI for or based on United States performances of one or more of the Works during a period when such Works were licensed by BMI pursuant to this agreement, BMI shall have the right to withhold payment for such performances from Publisher until receipt of evidence satisfactory to BMI that Publisher was not or will not be so paid by such other organization. In the event that Publisher was or will be so paid or does not supply such evidence within twelve (12) months from the date of BMI's request therefor, BMI shall be under no obligation to make any payment to Publisher for performances of such Works during such period. SAMPLE 9. A. In the event that this agreement shall terminate at a time when, after crediting all earnings reflected by statements rendered to Publisher prior to the effective date of such termination, there remains an unearned balance of advances paid to Publisher by BMI or any other indebtedness owed to BMI by Publisher, such termination shall not be effective until the close of the calendar quarterly period during which (1) Publisher shall repay such unearned balance of advances or indebtedness, or (2) Publisher shall notify BMI by registered or certified mail that Publisher has received a statement rendered by BMI at its normal accounting time showing that such unearned balance of advances or indebtedness has been fully recouped by BMI.

B. The termination of this agreement shall be deemed subject to any rights or obligations existing between BMI and its licensees under licenses then in effect. As a result thereof, notwithstanding such termination, BMI shall have the right to continue to license all of Publisher’s Works in all places and in all media with respect to which such licenses exist as of the date of termination, until such licenses expire.

10. Notwithstanding the termination of this agreement, all of the terms and conditions of this agreement shall continue to apply subsequent to such termination with respect to any Works which may continue to be licensed by BMI and any monies payable to Publisher by BMI pursuant to the provisions of this agreement.

11. A. BMI shall have the right, upon written notice to Publisher, to exclude from this agreement, at any time, any Work which in BMI's opinion is similar to a previously existing composition and might constitute a P800A Page 4 of 10 copyright infringement, or has a title or music or lyric similar to that of a previously existing composition and might lead to a claim of unfair competition.

B. In the case of Works which in the opinion of BMI are based on compositions in the public domain, BMI shall have the right, at any time, upon written notice to Publisher, either (1) to exclude any such Work from this agreement, or (2) to classify any such Work as entitled to receive only a stated fraction of the full credit that would otherwise be given for performances thereof.

C. In the event that any Work is excluded from this agreement pursuant to subparagraph A or B of this paragraph 11, or pursuant to subparagraph C of paragraph 14 hereof, all rights of BMI in such Work shall automatically revert to Publisher ten (10) days after the date of the notice of such exclusion given by BMI to Publisher. In the event that a Work is classified for less than full credit under subparagraph B (2) of this paragraph 11, Publisher shall have the right, by giving notice to BMI within ten (10) days after the date of BMI's notice to Publisher of the credit allocated to such Work, to terminate all rights in such Work granted to BMI herein and all such rights of BMI in such Work shall thereupon revert to Publisher.

12. A. With respect to each of the Works which has been or shall be published or recorded commercially or synchronized with motion picture or television film or tape or which Publisher considers likely to be performed, Publisher agrees to furnish to BMI:

(1) A completed work registration form available in blank from BMI, unless a cue sheet with respect to such Work is furnished pursuant to subparagraph A (3) of this paragraph 12.

(2) If such Work is based on a composition in the public domain, a legible lead sheet or other written or printed copy of such Work setting forth the lyrics, if any, and music correctly metered; provided that with respect to all other Works, such copy need be furnished only if requested by BMI pursuant to subsection (b) of subparagraph D (2) of this paragraph 12.

(3) If such Work has been or shall be synchronized with or otherwise used in connection with motion picture or television film or tape, a cue sheet showing the title, writers, publisher and nature and duration of the use of the Work in such film or tape.

B. Publisher shall submit the material described in subparagraph A of this paragraph 12 with respect to Works heretofore published, recorded or synchronized within ten (10) days after the execution of this agreement and with respect to any of the Works hereafter so published, recorded, synchronized or likely to be performed prior to the date of publication or release of the recording, film or tape or anticipated performance.

C. The submission of each work registration form or cue sheet shall constitute a warranty and representation by Publisher that all of the information contained thereon is true and correct and that no performing rights in any ofSAMPLE the Works listed thereon have been granted to or reserved by others except as specifically set forth therein.

D. Publisher agrees:

(1) To secure and maintain copyright protection of the Works pursuant to the Copyright Law of the United States and pursuant to the laws of such other nations of the world where such protection is afforded; and to give BMI, upon request, prompt written notice of the date and number of copyright registration and/or renewal of each Work registered in the United States Copyright Office.

(2) At BMI's request:

(a) To register each unpublished and published Work in the United States Copyright Office pursuant to the Copyright Law of the United States.

(b) To obtain and deliver to BMI copies of: unpublished and published Works, including any commercial recording of such Works; copyright registration and/or renewal certificates issued by the United States Copyright Office; any agreements, assignments, instruments or documents of any kind by which Publisher obtained the right to publicly perform and/or the right to publish, co-publish or sub-publish and/or the right to administer the performing rights in and/or collect the royalties for any of the Works.

E. Publisher agrees to give BMI prompt notice by registered or certified mail in each instance when, pursuant to the Copyright Law of the United States, (1) the rights granted to BMI by Publisher in any Work shall revert to the writer or the writer's representative, or (2) copyright protection of any Work shall terminate.

P800A Page 5 of 10

13. Publisher warrants and represents that:

A. Publisher has the right to enter into this agreement; Publisher is not bound by any prior commitments which conflict with its undertakings herein; the rights granted by Publisher to BMI herein are the sole and exclusive property of Publisher and are free from all adverse encumbrances and claims; and exercise of such rights will not constitute infringement of copyright or violation of any right of, or unfair competition with, any person, firm, corporation or association.

B. Except with respect to Works in which the possession of performing rights by another person, firm, corporation or association is specifically set forth on a work registration form or cue sheet submitted to BMI pursuant to subparagraph A of paragraph 12 hereof, Publisher has performing rights in each of the Works by virtue of written grants thereof to Publisher signed by the authors and composers or other owners of such Work.

14. A. Publisher agrees to defend, indemnify, save and hold BMI, its licensees, the advertisers of its licensees and their respective agents, servants and employees, free and harmless from and against any and all demands, loss, damage, suits, judgments, recoveries and costs, including counsel fees, resulting from any claim of whatever nature arising from or in connection with the exercise of any of the rights granted by Publisher in this agreement; provided, however, that the obligations of Publisher under this paragraph 14 shall not apply to any matter added to, or changes made in, any Work by BMI or its licensees.

B. Upon the receipt by BMI or any of the other parties herein indemnified of any notice, demand, process, papers, writ or pleading, by which any such claim, demand, suit or proceeding is made or commenced against them, or any of them, which Publisher shall be obliged to defend hereunder, BMI shall, as soon as may be practicable, give Publisher notice thereof and deliver to Publisher such papers or true copies thereof, and BMI shall have the right to participate and direct such defense on behalf of BMI and/or its licensees by counsel of its own choice, at its own expense. Publisher agrees to cooperate with BMI in all such matters.

C. In the event of such notification of claim or service of process on any of the parties herein indemnified, BMI shall have the right, from the date thereof, to withhold payment of all sums which may become due pursuant to this agreement or any modification thereof and/or to exclude the Work with respect to which a claim is made from this agreement until receipt of satisfactory written evidence that such claim has been withdrawn, settled or adjudicated.

15. Publisher makes, constitutes and appoints BMI, or its nominee, Publisher's true and lawful attorney, irrevocably during the term hereof, in the name of BMI or that of its nominee, or in Publisher's name, or otherwise, in BMI's sole judgment, to do all acts, take all proceedings, and execute, acknowledge and deliver any and all instruments, papers, documents, process or pleadings that, in BMI's sole judgment, may be necessary, proper or expedient to restrain infringement of and/or to enforce and protect the rights granted by Publisher hereunder, and to recover damagesSAMPLE in respect of or for the infringement or other violation of said rights, and in BMI's sole judgment to join Publisher and/or others in whose names the copyrights to any of the Works may stand, and to discontinue, compromise or refer to arbitration, any such actions or proceedings or to make any other disposition of the disputes in relation to the Works; provided that any action or proceeding commenced by BMI pursuant to the provisions of this paragraph 15 shall be at its sole expense and for its sole benefit. Notwithstanding the foregoing, nothing in this paragraph 15 requires BMI to take any proceeding or other action against any person, firm, partnership or other entity or any writer or publisher, whether or not affiliated with BMI, who Publisher claims may be infringing Publisher's Works or otherwise violating the rights granted by Publisher hereunder. In addition, Publisher understands and agrees that the licensing by BMI of any musical compositions which Publisher claims may be infringing Publisher's Works or otherwise violating the rights granted by Publisher hereunder shall not constitute an infringement of Publisher's Works on BMI's part.

16. A. It is acknowledged that BMI has heretofore entered into, and may during the term of this agreement enter into, contracts with performing rights licensing organizations for the licensing of public performing rights controlled by BMI in territories outside of the United States, its territories and possessions (herein called "Foreign Territories"). Upon Publisher's written request, BMI agrees to permit Publisher to grant performing rights in any or all of the Works for any Foreign Territory for which, at the time such request is received, BMI has not entered into any such contract with a performing rights licensing organization; provided, however, that any such grant of performing rights by Publisher shall terminate at such time when BMI shall have entered into such a contract with a performing rights licensing organization covering such Foreign Territory and shall have notified

P800A Page 6 of 10

Publisher thereof. Nothing herein contained, however, shall be deemed to restrict Publisher from assigning to its foreign publisher or representative the right to collect a part or all of the publishers' performance royalties earned by any or all of the Works in any Foreign Territory as part of an agreement for the publication, exploitation or representation of such Works in such territory, whether or not BMI has entered into such a contract with a performing rights licensing organization covering such territory.

B. Publisher agrees to notify BMI promptly in writing in each instance when publication, exploitation or other rights in any or all of the Works are granted for any Foreign Territory. Such notice shall set forth the title of the Work, the Foreign Territory or Territories involved, the period of such grant, the name of the person, firm, corporation or association entitled to collect performance royalties earned in the Foreign Territory and the amount of such share. Within ten (10) days after the execution of this agreement Publisher agrees to submit to BMI, in writing, a list of all Works as to which Publisher has, prior to the effective date of this agreement, granted to any person, firm, corporation or association performing rights and/or the right to collect publisher performance royalties earned in any Foreign Territory.

17. BMI shall have the right, in its sole discretion, to terminate this agreement if:

A. Publisher, its agents, employees, representatives or affiliated companies, directly or indirectly during the term of this agreement:

(1) Solicits or accepts payment from or on behalf of authors for composing music for lyrics, or from or on behalf of composers for writing lyrics to music.

(2) Solicits or accepts music and/or lyrics from composers or authors in consideration of any payments to be made by or on behalf of such composers or authors for reviewing, arranging, promotion, publication, recording or any other services connected with the exploitation of any composition.

(3) Permits Publisher's name, or the fact of its affiliation with BMI, to be used by any other person, firm, corporation or association engaged in any of the practices described in subparagraphs A (l) and A (2) of this paragraph 17.

(4) Submits to BMI, as one of the Works to come within this agreement, any musical composition with respect to which any payments described in subparagraphs A (l) and A (2) of this paragraph 17 have been made by or on behalf of a composer or author to any person, firm, corporation or association.

B. Publisher, its agents, employees or representatives directly or indirectly during the term of this agreement makes any effort to ascertain from, or offers any inducement or consideration to, anyone, including but not limited to any radio or television licensee of BMI or to the agents, employees or representatives of BMI or of any such licensee, for information regarding the time or times when any such BMI licensee is to report its performances to BMI, or to attempt in any way to manipulate performances or affect the representative character or accuracy of BMI's system of sampling or monitoring performances. SAMPLE C. Publisher fails to notify BMI's Department of Writer/Publisher Administration promptly in writing of any change of firm name, ownership or address of Publisher.

In the event BMI exercises its right to terminate this agreement pursuant to the provisions of subparagraphs A, B or C of this paragraph 17, BMI shall give Publisher at least thirty (30) days' notice by registered or certified mail of such termination. In the event of such termination, no payments shall be due to Publisher pursuant to paragraph 7 hereof.

18. In the event that during the term of this agreement (1) mail addressed to Publisher at the last address furnished by Publisher pursuant to paragraph 22 shall be returned by the post office, or (2) monies shall not have been earned by Publisher pursuant to paragraph 5 hereof for a period of two consecutive years or more, or (3) the proprietor, if Publisher is a sole proprietorship, shall die, BMI shall have the right to terminate this agreement on at least thirty (30) days' notice by registered or certified mail, electronic mail (“e-mail”) or facsimile number addressed to the last postal or electronic address or transmitted to the last facsimile number furnished by Publisher in writing to BMI’s Department of Writer/Publisher Administration and, in the case of the death of a sole proprietor, to the representative of said proprietor's estate, if known to BMI. If Publisher failed to maintain a current address with BMI and BMI has made reasonable good-faith efforts in attempting to locate Publisher without success, BMI shall have the right to terminate this agreement pursuant to this paragraph 18 by regular first-class U.S. mail, in lieu of the means otherwise specified, regardless of anything in paragraph 17 to the contrary. In the event of such termination, no payments shall be due Publisher pursuant to paragraph 7 hereof.

P800A Page 7 of 10

19. Publisher acknowledges that the rights obtained by it pursuant to this agreement constitute rights to payment of money and that during the term BMI shall hold title to the performing rights granted to BMI hereunder. In the event that during the term Publisher shall file a petition in bankruptcy, such a petition shall be filed against Publisher, Publisher shall make an assignment for the benefit of creditors, Publisher shall consent to the appointment of a receiver or trustee for all or part of its property, Publisher shall file a petition for corporate reorganization or arrangement under the United States bankruptcy laws, or Publisher shall institute or shall have instituted against it any other insolvency proceeding under the United States bankruptcy laws or any other applicable law, or, in the event Publisher is a partnership, all of the general partners of said partnership shall be adjudged bankrupts, BMI shall retain title to the performing rights in all Works the rights to which are granted to BMI hereunder and shall subrogate Publisher's trustee in bankruptcy or receiver and any subsequent purchasers from them to Publisher's right to payment of money for said Works in accordance with the terms and conditions of this agreement.

20. All disputes of any kind, nature or description arising in connection with the terms and conditions of this agreement shall be submitted to the American Arbitration Association in New York, New York, for arbitration under its then prevailing rules, the arbitrator(s) to be selected as follows: Each of the parties shall, by written notice to the other, have the right to appoint one arbitrator. If, within ten (10) days following the giving of such notice by one party, the other shall not, by written notice, appoint another arbitrator, the first arbitrator shall be the sole arbitrator. If two arbitrators are so appointed, they shall appoint a third arbitrator. If ten (10) days elapse after the appointment of the second arbitrator and the two arbitrators are unable to agree upon the third arbitrator, then either party may, in writing, request the American Arbitration Association to appoint the third arbitrator. The award made in the arbitration shall be binding and conclusive on the parties and shall include the fixing of the costs, expenses and reasonable attorneys' fees of arbitration, which shall be borne by the unsuccessful party. Judgment may be entered in New York State Supreme Court or any other court having jurisdiction.

21. Publisher agrees that it shall not, without the written consent of BMI, assign any of its rights hereunder. No rights of any kind against BMI will be acquired by the assignee if any such purported assignment is made by Publisher without such written consent.

22. Publisher agrees to notify BMI’s Department of Writer/Publisher Administration promptly in writing of any change in Publisher’s address. Any notice sent to Publisher pursuant to the terms of this agreement shall be valid if addressed to Publisher at the last address furnished in writing by Publisher to BMI's Department of Writer/Publisher Administration.

23. This agreement shall be subject to BMI’s standard practices and procedures which are in effect as of the effective date of this agreement and as they may be modified and/or supplemented from time to time.

24. Publisher acknowledges that the relationship between BMI and Publisher which is created by this agreement is one of ordinary contracting parties and is not intended to be a fiduciary relationship with respect to any of the rights or obligations hereunder.

25. SAMPLEPublisher authorizes the inclusion of Publisher’s name, likeness and biographical information, and those of Publisher’s executive employees, in publicly-distributed material relating to Publisher’s association with BMI.

26. This agreement constitutes the entire agreement between BMI and Publisher, cannot be changed except in a writing signed by BMI and Publisher and shall be governed and construed pursuant to the laws of the State of New York.

27. In the event that any part or parts of this agreement are found to be void by a court of competent jurisdiction, the remaining part or parts shall nevertheless be binding with the same force and effect as if the void part or parts were deleted from this agreement.

28. All works that were embraced by any prior agreement between Publisher and BMI and in which no other licensing organization controls Publisher’s performing right interest shall be deemed embraced by this agreement. Any unearned balance of advances previously paid to Publisher by BMI or unpaid indebtedness owed to BMI by Publisher shall be deemed to be recoupable by BMI from any monies which become payable to Publisher pursuant to this agreement and any extensions, renewals or modifications. If Publisher has acquired the works of the former BMI affiliate who is indicated on the attached terminated agreement, then all works which were embraced by that agreement and in which no other licensing organization controls the performing right interest shall be deemed embraced by this agreement. Any unearned balance of advances previously paid to said former affiliate by BMI or unpaid indebtedness owed by said former affiliate to BMI shall be deemed to be recoupable by BMI from any monies which become payable to Publisher pursuant to this agreement and any extensions, renewals or modifications. P800A Page 8 of 10

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the day and year first above written.

BROADCAST MUSIC, INC

By ...... ………………………………………………………………………………………… Vice President

"PUBLISHER"

By ……………………………………………………………………………………………………………………. (Authorized Signatory) (Print Name and Title of Signer)

If your company structure is a PARTNERSHIP, all other partners must sign below:

By ……………………………………………………………………………………………………………………. Partner Print Name

By ……………………………………………………………………………………………………………………. SAMPLEPartner Print Name

By ……………………………………………………………………………………………………………………. Partner Print Name

P800A Page 9 of 10

THIS PAGE INTENTIONALLY LEFT BLANK

SAMPLE

P800A Page 10 of 10 UNIONS

5 ADVANCED DEALS POINTS: PUBLISHING AND RECORDING

CO-PUBLISHING AND EXCLUSIVE ADMINISTRATION AGREEMENT

W I T N E S S E T H:

WHEREAS Publisher is engaged in the business of music publishing throughout the world;

WHEREAS Composer desires Publisher to act as his exclusive music publisher on the terms and conditions set forth hereinbelow.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

1. Grant of Rights. Composer hereby sells, assigns, conveys, grants and transfers irrevocably and exclusively to Publisher, its successors and assigns, an undivided fifty (50%) percent in and to Composer’s interest in the Subject Compositions (as hereinafter defined), including, without limitation, the title, words, and music thereof, all copyrights therein and thereto throughout the universe for the full term of the copyright and for any renewals or extensions thereof under any present or future laws throughout the universe, the right to secure copyright registration and protection in the Subject Compositions, in any arrangements, adaptations or other versions thereof, and in any works derived therefrom, and any and all other rights relating to Composer’s interest in the Subject Compositions (including, without limitation, public performance rights, printing and publication rights, mechanical and electrical reproduction rights, dramatization rights and synchronization rights) which Composer now has or could have had if this agreement had not been entered into. Such grant of rights shall be apportioned equally between Prescription and LunchMoney.

2. Administration. Publisher and its licensees will have the sole, exclusive and perpetual right, throughout the universe, to administer the Subject Compositions, including without limitation, the following rights:

(a) To license, and cause others to license, the exploitation of the Subject Compositions, including without limitation, the right to license:

(i) broadcast and other public performances;

(ii) the manufacture, distribution and sale of Phonograph Records and video devices embodying any one or more Subject Compositions;

(iii) the synchronization of the Subject Compositions in connection with motion pictures, television programs and commercials; and

(iv) the use of the Subject Compositions in connection with merchandising activities.

(b) Print, publish and sell, alone or together with other works, printed editions or other reproductions of the Subject Compositions.

(c) Collect all monies during the Term and the Retention Period, with respect to the Subject Compositions, in addition to all monies due prior to the date hereof, and all performance royalties payable to you with respect to the Subject Compositions by the American Society of Composers, Authors and Publishers (ASCAP), Broadcast Music, Inc. (BMI), SESAC or any other applicable performing rights society (hereinafter the “Societies”), but excluding any songwriter’s share of public performance income. In addition to the rights the Societies have to license public performance uses of the Subject Compositions, Publisher shall have the right to license public performance uses of the Subject Compositions directly and all income received by Publisher in connection with such license shall be deemed Gross Income and subject to accounting hereunder. In addition, following the expiration of the Term, Publisher shall have the right to collect all monies earned by reason of uses of the Subject Compositions made during the Term and/or the Retention Period.

(d) Make arrangements of, or otherwise adapt or change, any one or more Subject Compositions in any manner, provided that Publisher shall not make, or authorize the making of material changes in the lyrics, melody or title without your prior written consent, not to be unreasonably withheld or delayed. Your consent shall not be required, however, for any necessary changes for foreign language translations in the lyrics of the Subject Compositions, gender changes and other changes that are required for the uses contemplated (e.g., print uses and uses in Phonograph Records).

(e) The right to license and subpublish throughout the Territory all or part of the rights granted to Publisher herein and otherwise administer and do all things permitted by law in the administration of the Subject Compositions in accordance with the terms and conditions of this agreement.

(f) Publisher shall also have the non-exclusive right to locate and exploit commercial licensing opportunities for all of Composer’s master recordings which are owned by Composer or Composer’s affiliate at any time during the Term of this agreement (the “Masters”). 3. Term.

(a) The term of this agreement (the “Term”) will commence on the effective date and continue, unless extended or suspended as provided herein, for a first Contract Period (sometimes referred to as the “Initial Period”) and the additional Contract Periods provided for hereinbelow. The Initial Period shall commence on the date hereof and shall continue until the later of (i) the three (3) year anniversary of the commencement of the Term (the “First Anniversary”), or (ii) the last day of the accounting period (semi-annually or quarterly, as applicable) in which

Publisher renders to Composer an accounting statement that indicates that Composer’s royalty account under this agreement has reached a fully recouped position. At any time after the First Anniversary, Composer may also repay one hundred and twenty five percent (125%) of any unrecouped advance balance to effect recoupment and, accordingly, the Initial Period will end as of the date such repayment is made.

(b) Additionally, Composer hereby grants Publisher two (2) separate options to extend the Term for additional Contract Periods (each individually referred to herein as an “Option Period” and collectively referred to as the “Option Periods”) on the same terms and conditions applicable to the Initial Period except as otherwise provided herein. Notwithstanding anything to the contrary contained in paragraph 3(a) above, a particular Contract Period shall not end unless and until you deliver to Publisher a notice expressly referring to this paragraph and indicating that Publisher has theretofore failed during the then-current Contract Period to exercise Publisher's option to extend the Term for an Option Period. If Publisher fails to exercise Publisher's option for the applicable Option Period on or before the date thirty (30) days after Publisher receives that written notice from Composer, then the Term shall end on its otherwise natural expiration date, as if that date was the original expiration date of the Term, without any liability or additional obligations to Composer in connection therewith except those obligations of Publisher which survive the expiration of the Term.

(c) If Publisher exercises its first option, the first Option Period will begin immediately after the expiration of the Initial Period and continue until the later of (i) the three (3) year anniversary of the commencement of the first Option Period (the “Second Anniversary”), or (ii) the last day of the accounting period (semi-annually or quarterly, as applicable) in which Publisher renders to Composer an accounting statement that indicates that Composer’s royalty account under this agreement has reached a fully recouped position. At any time after the Second Anniversary, Composer may also repay one hundred and twenty five percent (125%) of any unrecouped advance balance to effect recoupment and, accordingly, the first Option Period will end as of the date such repayment is made.

(d) If Publisher exercises its second option, the Second Option Period will begin immediately after the expiration of the First Option Period and continue until the later of (i) the three (3) year anniversary of the commencement of the Second Option Period (the “Third Anniversary”), or (ii) the last day of the accounting period (semi-annually or quarterly, as applicable) in which Publisher renders to Composer an accounting statement that indicates that Composer’s royalty account under this agreement has reached a fully recouped position. At any time after the Third Anniversary, Composer may also repay one hundred and twenty five percent (125%) of any unrecouped advance balance to effect recoupment and, accordingly, the Second Option Period will end as of the date such repayment is made.

4. Scope of Agreement

(a) The Compositions subject to this agreement shall include each and every New Composition, Old Composition and Acquired Composition written, owned, controlled and/or acquired prior to and during the Term (collectively referred to herein as the “Subject Compositions”).

(b) Composer shall deliver to Publisher a satisfactory demonstration recording of each New Composition and written notice from Composer identifying (i) the titles of the New Composition, (ii) Composer’s ownership interest in the New Composition; and (iii) any and all so- called “samples” in compliance with paragraph 4(c) below.

(c) Upon Delivery of any New Composition embodying a sample, Composer shall serve written notice upon Publisher fully identifying any samples contained in any such New Composition embodied therein, it being understood and agreed that, for purposes of this paragraph, “samples” shall be understood to include, without limitation, any use of any pre-existing musical composition (or any portions thereof) and/or any use of any pre-existing sound recording (or any portions thereof), regardless of duration. Composer’s notice hereunder shall set forth Composer’s representation and warranty to Publisher that all information as to samples is exhaustive and accurate in all respects. Publisher may, in its discretion, require Composer to obtain sample clearances in respect of each sample, which shall be in writing delivered to Publisher and confirmed to Publisher’s satisfaction. In the alternative, Publisher may, in its discretion, directly settle the clearance of any sampled material, which costs shall be an advance to Composer hereunder. Composer shall have prior approval over any such costs, provided Composer’s approval shall not be unreasonably withheld or delayed.

(d) The New Compositions shall be copyrightable. An arrangement of a Subject Composition in the public domain shall apply as a fraction of a New Composition provided that the applicable Society accords regular performance credit to such arrangement. The extent to which such arrangement shall apply as a fraction of a New Composition for the purposes of this agreement shall be determined in accordance with the same ratio used by the applicable Society in determining the performance royalty applicable to such arrangement.

5. Name and Likeness. Composer hereby grants irrevocably to Publisher, its successors and assigns, the right during the Term and the Retention Period, to use and to permit others to use throughout the universe the name of Composer (both legal and professional, any group, assumed or fictitious name used by Composer and whether presently or hereafter used by Composer), approved likenesses, other approved identifications, and approved biographical material concerning Composer (collectively the “NIL Materials”), solely in connection with the exploitation of Subject Compositions and otherwise in connection with Publisher’s or Publisher’s administrator’s music publishing business (including, but not limited to, use of NIL Materials in so-called “institutional advertising”) or to refrain therefrom. During the Term, Composer shall not authorize any party other than Publisher to use Composer’s name and likeness (or any professional, group, or other assumed or fictitious name used by Composer) in connection with Composer’s music publishing activities. Composer shall furnish to Publisher a suitable quantity of NIL Materials for the purposes of this paragraph 5, within ten (10) days after Composer has been notified of Publisher’s request therefor. In the event that Composer does not furnish NIL Materials which are acceptable to Publisher, Composer shall have the right to approve any photographs, likenesses and biographical materials selected or commissioned by Publisher provided that Composer’s consent to the NIL Materials shall not be unreasonably withheld or delayed and shall be deemed given within ten (10) days after the date such materials are furnished to Composer. Publisher’s inadvertent non-repetitive failure to obtain Composer’s approval of NIL Materials shall not be deemed a material breach hereof provided that such failure is not persistent. Notwithstanding the foregoing, the terms of this paragraph 5 shall not operate to convey to Publisher any so-called “merchandising rights” in relation

4 to the NIL Materials, nor to disallow the use of any NIL Materials by a proprietor of any master recording which embodies a Subject Composition in connection with the promotion, distribution, sale and/or exploitation of said master recordings.

6. Advances. For and in consideration of the rights granted herein to Publisher and conditioned upon Composer’s full and faithful performance of the material terms and conditions contained herein, Publisher shall pay to Composer the following Advances:

(a) (i) During the Initial Period, Thirty Thousand Dollars ($30,000) (“the Initial Payment”), payable fifty percent (50%) upon full execution hereof and the balance six (6) months thereafter.

(ii) In addition, pursuant to Composer’s irrevocable authorization, evidenced by execution of this agreement, Publisher shall pay Composer’s legal fees in the amount of

ublisher’s compliance with this authorization will constitute an accommodation to Composer alone; Payee is not a beneficiary of it. All payments under this authorization will constitute payment to Composer which is due to Composer pursuant to this agreement and Publisher will have no liability by reason of any erroneous payment or failure to comply with this authorization. Composer will indemnify and hold Publisher harmless from and against any and all claims asserted against Publisher and any damages, losses or expenses incurred by Publisher by reason of any such payment or otherwise in connection herewith.

(b) (i) During each of the Option Periods, if any, a sum equivalent to sixty- six (66%) of Composer’s share of U.S mechanical royalties and Publisher’s share of performance royalties earned with respect to Compositions released in the prior Contract Period (the “Calculation Period”) and computed by Publisher based on its most recent monthly trial balance accounting statement for the last full calendar month ending immediately prior to the date Publisher exercises its option for the applicable Contract Period, provided, however, that no such Advance shall be less than the applicable minimums nor greater than the applicable maximums set forth below:

Contract Period: Minimum: Maximum:

First Option Period $50,000 $100,000 Second Option Period $70,000 $140,000

(ii) The Advances to be paid to Composer for the Option Periods, if any, and calculated in accordance with subparagraph 6(b)(i) hereinabove, shall be paid as follows: (x)one-half (1/2) of any such Advance promptly after the commencement of the applicable Option Period; and (y) the balance six (6) months thereafter.

(c) Rollover Advances: Subject to a cap of two (2) times during each Contract Period, and at Composer’s election and notice to Publisher, Publisher will pay Composer Ten Thousand Dollars ($10,000) in a rollover Advance, payable promptly following such time Publisher renders to Composer an accounting statement that indicates that Composer’s account is in a fully-

5 recouped position and Composer thereafter provides notice that Composer elects to accept the rollover advance.

(d) Bonus Advances: During the Term, Publisher will pay Composer the following bonus Advances (on a “one-time” only basis per New Composition):

(i) In connection with New Compositions, Ten Thousand Dollars ($10,000) (based on twenty-five percent (25%) ownership of the New Composition in question) for achievement of Top 20 single status in the U.S. on the Billboard Hot 100 Chart.

(ii) In connection with New Compositions, Twenty Thousand Dollars ($20,000) (based on twenty-five percent (25%) ownership of the New Composition in question) for achievement of Top 10 single status in the U.S. on the Billboard Hot 100 Chart.

(iii) In connection with New Compositions, Ten Thousand Dollars ($10,000) (based on twenty-five percent (25%) ownership of the New Composition in question) for achievement of Top 20 single status in the U.K.

7. Royalties.

(a) Provided that Composer is not in breach of any of its material warranties, representations or obligations as provided herein, Publisher shall pay to Composer the following royalties in respect of Gross Income received by Publisher from the exploitation of the Subject Compositions:

(i) Public Performance Income. Fifty percent (50%) of Net Income derived from the publisher’s share of public performance income collected by Publisher with respect to performances of the Subject Compositions. If Publisher licenses any public performance use directly, pursuant to paragraph 2(c) hereof, Publisher shall pay through to you fifty percent (50%) of the gross monies in connection with such license, and the balance shall be subject to accounting hereunder in accordance with the immediately preceding sentence.

(ii) Mechanical Income. Seventy-five percent (75%) of the Net Income derived from Publisher’s license of the Subject Compositions for use in Phonograph Records.

(iii) Synchronization Income, Video Uses and Cover Recordings. Seventy percent (70%) of the Net Income derived from Publisher’s exploitation of video and cover recording uses of the Subject Compositions and from Publisher’s exploitation of synchronization uses of the Subject Compositions in commercials, motion pictures, television programs and other audiovisual works. For purposes hereunder, a “cover recording” means a recording of a Subject Composition that is identified, originated or otherwise secured by Publisher or its representatives, in whole or in part, following the initial commercial release of the first recording embodying such Subject Composition.

(iv) Other Income. Seventy-five percent (75%) of Net Income derived from any exploitation of the Subject Compositions not specifically referred to hereinabove, including, without limitation, print income.

(v) Income Received by Composer. Any payments received by you with respect to the Subject Compositions (other than the songwriter share of public performance income) shall be immediately accounted for and turned over to Publisher with appropriate statements of account. Upon receipt by Publisher, said sums shall be distributed hereunder in accordance with the terms of this paragraph 7 and paragraph 8. Without limiting the generality of the foregoing, any monies received by you in connection with writing motion picture or television scores; your participation in writing sessions for any third party artists; original compositions in connection with motion pictures, televisions or other dramatic productions; and original compositions for commercials, publicity or other advertisements shall be subject to this paragraph 7(a)(v).

(vi) Retention of Income. Publisher shall have the right to retain for its own account all monies received by Publisher in connection with the exploitation of the Subject Compositions after payment to Composer of the applicable sums specified in subparagraphs 7(a)(i)- (iv) hereinabove.

(b) Publisher shall not be required to pay any royalties on professional or complimentary printed copies or Records or on printed copies or Records which are distributed gratuitously to performing artists, orchestra leaders and/or disc jockeys or for advertising, promotional or exploitation purposes. Furthermore, no royalties shall be payable to Composer on consigned copies unless paid for (or unless Publisher receives credit for such sums in reduction of a prior advance paid to it), and not until such time as an accounting therefor can properly be made.

(c) If any additions, modifications or substitutions (including translations) to or in the Subject Compositions are hereafter made by any party who shall be entitled to royalties with respect thereto, Composer’s royalties hereunder shall be reduced by the royalties payable to such party. Any additions, modifications or substitutions made to the Subject Compositions shall be subject to the provisions of paragraph 2(d) hereinabove and further Publisher shall not engage the services of any Person to whom royalties would be payable pursuant to this paragraph 7(c) without your prior written consent, not to be unreasonably withheld or delayed.

(d) Except as herein expressly provided, no other royalties or monies shall be payable to Composer hereunder.

(e) Publisher shall have the right to withhold from the royalties payable to Composer hereunder such amount, if any, as may be required by the Internal Revenue Code of the United States or any other like statute which is, or may become, applicable to the provisions hereof.

(f) Composer shall not be entitled to share in any advance payments, guarantee payments, or minimum royalty payments which Publisher may receive in connection with any subpublishing agreement, collection agreement, licensing agreement or other agreement relating to the Subject Compositions, unless such fee or payment is attributed to the specific use of a Subject Composition (i.e., a synchronization fee).

(g) In the event that there is more than one owner of any Subject Composition to whom Publisher is obligated to pay royalties, then the royalties to be paid to Composer as set forth herein shall be multiplied by a fraction the numerator of which is Composer’s percentage of

7 ownership or control (whichever is less) of such Subject Composition (as reflected on Schedule “A” annexed hereto and made a part hereof), prior to the assignment to Publisher provided for at paragraph 1 hereof, and the denominator of which is one hundred percent (100%).

(h) In connection with the rights granted to Publisher under paragraph 2(f) above, Publisher shall receive a commission of twenty five percent (25%) of the gross master income payable under or generated as a result of any licensing agreement in connection with the Masters. For the purposes hereof, gross master income shall include, without limitation master licensing fees, advances and royalties, whenever payable. If Publisher incurs any third party, out-of-pocket expenses in connection with any such licensing agreement or the collection of sums hereunder, such expenses will be deducted from the gross master income prior to the calculation and distribution of each party’s respective share.

(i) In the event that Composer wishes to write musical compositions for inclusion in a television or theatrical motion picture or other audiovisual production or to write the score for same (such compositions or score referred to as the “Score”), and as a condition of such, Composer relinquishes ownership of the publishing interest (with Publisher’s prior written approval), then Composer will account to Publisher for fifty percent (50%) of the so-called “writer’s share” of any such Score. Composer shall pay Publisher such sums within thirty (30) days of receipt of such income and Publisher shall have the same audit rights as set forth in paragraph 8 below.

8. Accounting and Audits.

(a) Statements as to royalties payable hereunder shall be sent by Publisher to Composer on or before the 30th day of September for the semi-annual period ending the preceding June 30th and on or before the 31st day of March for the semi-annual period ending the preceding December 31st together with payment of accrued royalties, if any, earned and received by Composer hereunder in the United States during such semi-annual period, less all unrecouped Advances and permissible charges under this agreement. Publisher shall not be obligated to make any payment due hereunder if less than One Hundred Dollars ($100) is due to Composer with respect to the particular accounting statement involved, provided that Publisher shall nonetheless submit the applicable accounting statement as provided herein. Notwithstanding the foregoing, such accounting and payments, if any, shall be made on a quarterly basis provided Publisher’s administrator (currently Kobalt Music Services of America, Inc.) continues to account to Publisher on a quarterly basis. Publisher shall have the right to retain, as a reserve against charges, credits, or returns, such portion of royalties payable on print sales by Publisher or its affiliates as shall be reasonable in Publisher’s best business judgment. Composer shall be deemed to have consented to all royalty statements rendered by Publisher hereunder, and each such royalty statement shall be conclusive, final, and binding, shall constitute an account stated, and shall not be subject to any objection for any reason whatsoever, unless specific objection in writing, stating the basis thereof, is given by Composer to Publisher within two (2) years after the date that such statement is due to be rendered.

(b) For accounting purposes, foreign royalties shall be deemed to occur in the same semi-annual accounting periods in which Publisher’s licensees accounts to Publisher therefor. If Publisher is unable, for reasons beyond its control, to receive payment in United States Dollars in

8 the United States of America, Publisher shall give Composer prompt notice thereof and royalties therefor shall not be credited to Composer’s account during the continuance of such inability. Publisher will, at Composer’s request and if Publisher is able to do so (using its good faith efforts), deposit such royalties to Composer’s credit in such foreign currency, in a foreign depository, selected by Composer at Composer’s expense. All such deposits will constitute royalty payments to Composer for accounting purposes hereunder.

(c) (i) At any time within two (2) years after any royalty statement is rendered to Composer hereunder, Composer shall have the right, upon giving Publisher written notice of Composer’s intention, to examine, review, inspect and copy Publisher’s books and records with respect to such statement. Such examination shall be commenced within three (3) months after the date of such notice, at Composer’s sole cost and expense, by any certified public accountant or qualified auditor designated by Composer, provided s/he (or any member or associate of the firm with which s/he is affiliated) is not then engaged in an outstanding examination of Publisher’s books and records on behalf of a Person other than Composer. Such examination shall be made during Publisher’s usual business hours at the place where Publisher maintains the books and records which relate to Composer and which are necessary to verify the accuracy of the statement or statements specified in Composer’s notice to Publisher and Composer’s examination shall be limited to the foregoing. Composer’s right to inspect Publisher’s books and records shall be only as set forth in this paragraph 8(c) and Publisher shall have no obligation to produce such books and records more than once with respect to each statement rendered to Composer. No examination of Publisher’s books and records shall continue for a period in excess of thirty (30) calendar days unless Publisher causes delays in the examination and in the event such audit continues beyond thirty (30) day period, Publisher may send Composer written notice terminating said examination on the date five (5) days after the date of such notice unless Publisher causes delays in the examination.

(ii) Notwithstanding the foregoing provisions of paragraph 8(c)(i) hereinabove, if Publisher notifies Composer that the representative designated by Composer to conduct an examination of Publisher’s books and records under paragraph 8(c)(i) is engaged in an examination on behalf of another Person (“Other Examination”), Composer may nevertheless have Composer’s examination conducted by Composer’s designee, and the running of the time within which such examination may be made shall be suspended until Composer’s designee has completed the Other Examination and delivered to Publisher the final report thereon, subject to the following conditions:

(A) Composer shall notify Publisher of Composer’s election to that effect within thirty (30) days after the date of Publisher’s said notice to Composer;

(B) Composer’s designee shall proceed in a reasonably continuous and expeditious manner to complete the Other Examination and render the final report thereon to the client and Publisher; and

(C) Composer’s examination shall not be commenced by Composer’s designee before the delivery to Publisher of the final report on the Other Examination, shall be commenced within thirty (30) days thereafter, and shall be conducted in a reasonably continuous manner.

(d) Unless notice shall have been given to Publisher as provided in paragraph 8(c) hereinabove, each royalty statement rendered to Composer shall be final, conclusive and binding on Composer and shall constitute an account stated. Composer shall be foreclosed from maintaining any action, claim or proceeding against Publisher in any forum or tribunal with respect to any statement or accounting rendered hereunder unless such action, claim or proceeding is commenced against Publisher in a court of competent jurisdiction within two (2) years after the date such statement or accounting is rendered to Composer. In the event of the commencement or any action, claim, or proceeding relating to or arising out of any particular accounting statement(s) hereunder, the scope of any such action or proceeding will be limited to the determination of the amount of royalties due (if any) with respect to each applicable accounting period, and the court will have no authority to consider any other issue or award any relief except the recovery of any royalties found owing. Composer’s recovery of such royalties will be the sole remedy available to Composer by reason of any such claim, and, without in any way limiting the generality of the foregoing, Composer will have no right to seek termination of this agreement or the avoidance of the performance of any of Composer’s obligations hereunder by reason of any such claim.

(e) Composer acknowledges that Publisher’s books and records contain confidential trade information. Neither Composer nor his respective representatives will communicate to others or use on behalf of any other Person any facts or information obtained as a result of such examination of Publisher’s books and records (other than to Composer's legal and financial representatives), except: (i) in connection with a proceeding in a court of competent jurisdiction to enforce the terms of this agreement, or (ii) it is required to be disclosed pursuant to final binding order of a court of competent jurisdiction, provided that Publisher has been given reasonable notice of the pendency of such an order and the opportunity to contest it.

9. Right of First Negotiation & Matching Right.

(a) During the Term and thereafter, neither Composer nor any entity owned or controlled by Composer, nor any Person acting on behalf of any of the foregoing, will enter into any negotiations with any Person other than Publisher: (i) with respect to the purchase, publishing, administration or other acquisition of all, or any portion of, the Retained Interest in the Subject Compositions, or any one of them, and (ii) with respect to the immediately following co-publishing and/or administration agreement that Composer may decide to enter into after the Term, unless Composer: (x) first notifies Publisher that you intend to enter into negotiations with respect to the grant of the foregoing rights; and (y) negotiate exclusively with Publisher in good faith with respect to such rights for a period of thirty (30) days after the date when Publisher receives the aforesaid notice (the "Exclusive Negotiation Period").

(b) After the expiration of the Exclusive Negotiation Period, Composer shall not grant any of the rights set forth in paragraph 9(a) above to anyone except Publisher unless: (i) you first notify Publisher of all the material terms and conditions of the proposed grant; (ii) you provide Publisher with a writing containing such materials terms and conditions, identifying the proposed party and signed by the proposed third party; and (iii) you offer to grant such rights to Publisher on the same material terms. If Publisher does not accept your offer within sixty (60) days after its receipt, Composer may then grant such rights to the same parties mentioned in Composer's notice, provided that the grant is consummated within thirty (30) days after the end of that sixty (60) day period upon the same terms and conditions set forth in your notice and offer to Publisher. If

10 that grant is not consummated within the latter thirty (30) day period, the right of preemption granted to Publisher in this subparagraph shall be reinstated automatically and Composer shall not be entitled to grant any of the rights set forth in paragraph 9(a) above unless Composer first offers to grant such rights to Publisher as provided in the first sentence of this subparagraph. Publisher shall not be required, as a condition of accepting any offer to Publisher, to agree to any terms or conditions which cannot be fulfilled by Publisher as readily as by any other Person. For the avoidance of doubt, the parties hereto hereby acknowledge that the matching right set forth in this paragraph 9(b) shall only apply to the material terms and conditions of the third party offer and the parties hereto agree to negotiate a long-form agreement in good faith thereafter.

10. Warranties, Representations and Indemnities.

(a) Composer hereby warrants, represents, covenants and agrees that:

(i) Composer's interest in the Subject Compositions is owned by Composer, is new and original, and is capable of copyright protection throughout the universe; neither Composer's interest in the Subject Compositions nor any part thereof is an imitation or copy of, or infringes upon, any other material, or violates or infringes upon any common law, statutory, or other rights of any party, including, without limitation, contractual rights, copyrights and rights of privacy;

(ii) Composer has not sold, assigned, leased, licensed or in any other way disposed of or encumbered Composer's interest in the Subject Compositions or any of the rights herein granted to Publisher;

(iii) Composer shall not take or authorize or permit to be taken any action in derogation of Publisher’s rights hereunder;

(iv) Schedule “B” represents a complete and accurate list of all Old Compositions and Composer is the songwriter and copyright proprietor/administrator throughout the Territory of Composer’s interest in each of the Old Compositions;

(v) There is no outstanding unrecouped advance, security interest, recording artist contract provision or other commitment (and no advance, security interest, recording artist contract arrangement or other commitment has been or will be entered into) (a “Prior Commitment”) that will in any way diminish, delay or interfere with any of Publisher’s rights and/or Publisher’s receipt of any income as provided for in this agreement. If Publisher’s receipt of income is interfered with, diminished or delayed as a result of any such Prior Commitment, then Publisher, among its other rights and remedies, shall have the right to reduce any monies otherwise payable to Composer under this agreement. Composer shall promptly report and turn over to Publisher for accounting under this agreement any direct or indirect payments to Composer received from a third party with respect to the Compositions (other than the songwriter share of public performance income). If Composer collects any monies that should have been collected by Publisher and Composer does not promptly return and turn over to Publisher for accounting hereunder such direct or indirect payments, then Publisher shall have, in addition to the remedies provided herein, the right to require Composer to immediately reimburse Publisher for the amount of such monies collected by

Composer, or, at Publisher’s election, reduce any monies otherwise payable to Composer hereunder; and

(vi) During the Term, remain an active songwriter within the so-called “pop” genre with an output which is reasonably commensurate with the Writer’s average level of activity over the three (3) years prior to the execution of the agreement.

(b) During the Term, Composer shall not (i) enter into any agreement which would interfere with the full and prompt performance of Composer’s obligations hereunder, or (ii) enter into any creative collaboration with other songwriters and/or composers unless Composer grants to Publisher for exclusive exploitation hereunder Composer’s fractional creative share in the New Composition concerned.

(c) Composer shall, at Publisher’s request, cooperate fully with Publisher with respect to any claim, action or proceeding relating to the Subject Compositions. Publisher shall have the right to institute, defend, compromise and settle any such claim, action or proceeding in such manner as Publisher shall determine in its best business judgment. Composer shall have the right to participate in any action pursuant to the terms of paragraph 10(d) below.

(d) Composer will at all times indemnify and hold harmless Publisher and any licensee and administrator of Publisher from and against any and all third party claims, damages, liabilities, costs and expenses, including outside legal expenses and reasonable counsel fees, arising out of any alleged breach or breach by Composer of any warranty, representation or agreement made by Composer herein. Composer will reimburse Publisher and/or its licensees on demand for any payment made at any time after the date hereof in respect of any third party liability or claim in respect of which Publisher or its licensees are entitled to be indemnified. Upon the making or filing of any such claim, action or demand, Publisher shall be entitled to withhold from any amounts payable under this agreement such amounts as are reasonably related to the potential liability in issue. In the event that any such claim does not result in litigation being commenced against Publisher within one (1) year from the date such claim is initially received by Publisher, then any monies withheld by Publisher pursuant to the preceding sentence shall be released to Composer, provided that if any such claim is litigated after one (1) year from the date it was initially made, Publisher may thereafter withhold monies due to Composer in accordance with the preceding sentence. Composer shall be promptly notified in writing of any such claim, action or demand and shall have the right, at its own expense, to participate in the defense thereof with counsel of its own choosing; provided, however, that Publisher’s decision in connection with the defense or settlement of any such claim, action or demand shall be final. Publisher will not withhold any monies pursuant to this subparagraph 10 provided that Composer shall post a surety bond from a surety that is satisfactory to Publisher in its sole discretion and provided that the surety bond is in a type satisfactory to Publisher in Publisher’s sole discretion and in an amount reasonably related to the claim.

11. Retention Period. Notwithstanding the termination of the Term, Publisher shall retain all rights acquired by it under this agreement in each country of the Territory for a period equal to the full period of copyright protection in that country, including all extensions and renewals thereof (the "Retention Period").

12. Assignment.

(a) Publisher shall have the right to assign this agreement and any of its rights hereunder and to delegate any of its obligations hereunder, in whole or in part, and such rights may be similarly assigned by any assignee. Publisher may also assign Publisher's rights to any of its licensees to implement the license granted. Without limiting the generality of the foregoing, Publisher shall have the right to enter into subpublishing, collection, print or other agreements with respect to the Subject Compositions with any parties.

(b) Composer shall not have the right to assign any of its rights or obligations hereunder without Publisher’s prior written consent. Notwithstanding anything to the contrary contained in this paragraph 12(b), Composer shall have the limited right to assign its rights and obligations hereunder to a so-called “loan out” corporation expressly provided that Composer and such proposed assignee execute an inducement letter, inter alia, warranting and representing that: (i) such assignee shall be exclusively entitled to Composer’s services as required hereunder; (ii) such assignee agrees to furnish Composer’s services to Publisher on an exclusive basis as required in this agreement; (iii) Composer is and shall be, during the Term, the sole shareholder of such proposed assignee.

13. Attorney-in-Fact; Further Documents. Composer hereby irrevocably constitutes, authorizes, empowers and appoints Publisher or any of its officers, Composer’s true and lawful attorney (with full power of substitution and delegation), in Composer’s name, and in Composer’s place and stead, to take and do such action, and to make, sign, execute, acknowledge and deliver any and all instruments or documents, which Publisher from time to time may deem desirable or necessary to vest Publisher, its successors and assigns, all of the rights or interests granted by Composer hereunder, including, without limitation, such documents as Publisher shall deem desirable or necessary to secure Publisher, its successors and assigns, the copyright for the Subject Compositions throughout the universe for the entire term of the copyright and for any and all renewals and extensions under any present or future laws throughout the universe. The foregoing is acknowledged to be a power coupled with an interest and therefore irrevocable. Notwithstanding the foregoing to the contrary, prior to using the power of attorney granted by this paragraph 13, Publisher shall afford Composer the opportunity to execute such further documents in its own name. If Composer does not execute any such document within five (5) business days after Publisher’s request therefor, Publisher may exercise its power of attorney as set forth in this paragraph. Upon Composer's written request, Publisher shall provide Composer with true and correct copies of any documents or instruments signed by Publisher in Composer's name within ten (10) days of such request; provided inadvertent failure to do so shall not be deemed a breach hereof.

14. Definitions. As used in this agreement, the following terms shall have the meanings set forth below:

(a) “Acquired Composition” - means Composer's interest in any Composition that is acquired, in whole or in part, directly or indirectly, by Composer, during the Term. Composer shall Deliver each Acquired Composition to Publisher within fifteen (15) days after Composer’s acquisition of such Composition. For the avoidance of doubt, one hundred percent (100%) of the Gross Income in connection with each Acquired Composition, including without

13 limitation, the income in connection with Composer’s interest and any third party interest in such Acquired Composition, shall be included in Gross Income hereunder.

(b) “Advance” - means the amount recoupable by Publisher from any monies to be paid to you, or on your behalf, pursuant to this or any other agreement between Composer and Publisher and/or its affiliates. The phrase “any other agreement between Composer and Publisher and/or its affiliates” shall refer only to those agreements regarding Subject Compositions or Composer’s services as a composer and author of Compositions.

(c) “Composition” - means a single musical composition, irrespective of length, including all spoken words and bridging passages and including a medley.

(d) “Contract Period” - means the Initial Period, or any Option Period, hereunder.

(e) “Delivery” or “Delivered” - when used with respect to Compositions, means the actual receipt by Publisher of the Compositions in the then-current dominant media format and lyric sheet of the Composition and executed assignments of copyright and authorizations in the form of the exhibits annexed hereto together with all information in your possession or control regarding the copyrights therein and the interests of any co-writers, co-owners and/or other parties in said Compositions, including, without limitation, certificates of copyright registration (or claims thereto), notices of use, correspondence, demo recordings, and mechanical licenses with respect thereto.

(f) “Gross Income” - means all monies actually received, by Publisher in the United States, and monies credited to Publisher’s account against Advances previously received by Publisher in connection with the Subject Compositions. Such monies shall be calculated “at source” subject to the actual administration fee charged by Publisher’s administrator currently Kobalt Music Services America, Inc. (the “Third Party Administration Fee”). In addition to the Third Party Administration Fee, Publisher shall be entitled to make a further deduction of five percent (5%) solely from Composer’s share of Net Income.

(g) “Licensee” - includes, without limitation, any wholly or partially owned subsidiaries, affiliates or divisions of Publisher.

(h) “Net Income” - means Gross Income, less any amounts Publisher is permitted to deduct from such Gross Income pursuant to the terms of this agreement, including without limitation, actual costs paid for administration, amounts paid to partial owners of Subject Compositions or other publishers, if any, the costs incurred and paid in connection with the registration of copyrights, actual costs incurred for arranging the Subject Compositions, fees or costs connected with the preparation and distribution of lead sheets of the Subject Compositions, fees paid to or charged by a trustee or collecting agent for the licensing of the Subject Compositions (or an equivalent amount to be retained by Publisher if Publisher undertakes to perform the functions of trustees or licensing agent for such licensing), fees retained by any subpublisher (subject to paragraph 14(f) above), all expenses (including outside legal fees and expenses incurred by Publisher in connection with any claim or suit brought by or against Publisher concerning the Subject Compositions (other than those claims or suits subject to full reimbursement under paragraph 10(d) hereinabove), actual third party demo costs, and all other actual customary out-of-

14 pocket expenses related directly to the Subject Compositions and their exploitation hereunder. Expenses constituting salaries of employees, rent and overhead will not be deducted.

(i) “New Composition” - means any Composition which is written, in whole or in part, by Composer during the Term of this agreement.

(j) “Old Composition” - means any Composition, which is owned or controlled, by Composer, in whole or in part, directly or indirectly, prior to the date hereof, including, without limitation, those Compositions listed in Schedule “B” attached hereto. Composer shall deliver the Old Compositions to Publisher within ten (10) days after the full execution hereof.

(k) “Person” - means any individual, corporation, partnership, association or other organized group of persons or legal successors or representatives of the foregoing.

(l) “Records”, “Phonograph Records” and “Recordings” - means all forms or reproductions, now or hereafter known, manufactured or distributed primarily for home use, school use, juke box use, or use in means of transportation, embodying (i) sound alone; or (ii) sound coupled with visual images.

(m) “Retained Interest” - means that portion of any Composition which is not assigned to Publisher pursuant to paragraph 1 hereof and which is otherwise retained by Composer.

(n) “Territory” - means the universe.

15. Force Majeure; Events of Default; Remedies.

(a) If because of an act of God, inevitable accident, fire, lockout, strict or other labor dispute, riot or civil commotion, act of public enemy, enactment, rule, order or act of any government or governmental instrumentality (whether federal, state, local or foreign), failure of technical facilities, failure or delay of transportation facilities, or other cause similar or different nature not reasonably within Publisher’s control, Publisher is materially hampered in the exploitation or administration of musical compositions, then, without limiting Publisher’s rights, Publisher shall have the option by giving you notice to suspend the then current Contract Period and the Term for the duration of any such contingency plus such additional time as is necessary so that Publisher shall have no less than thirty (30) days after the cessation of such contingency in which to exercise its option, if any, for the next following Contract Period.

(b) If at any time during the Term you fail or refuse to fulfill your material obligations hereunder, such failure or refusal shall be deemed an “Event of Default.”

(i) to suspend the Term hereof and Publisher’s obligations to make payments under this agreement until you have cured the default; and

(ii) to terminate the Term of this agreement at any time before the expiration of the period of sixty (60) days after the date on which you have fully cured the default; and

(iii) to require you to repay to Publisher the amount, not then recouped, of any Advance which had been previously paid to you within sixty (60) days prior to the date of the Event of Default by Publisher and not specifically attributable under paragraph 6 to Subject Compositions which have actually been fully Delivered; and

(d) Publisher may exercise each of the foregoing options by sending you the appropriate notice. If Publisher terminates the term under subparagraph 15(c)(ii), all parties will be deemed to have fulfilled all of their obligations under this agreement except those obligations which survive the end of the term (such as indemnification obligations and obligations to account for and pay royalties on Publisher’s exploitations of Subject Compositions previously Delivered by Composer hereunder). No exercise of an option under this paragraph will limit Publisher’s rights to recover damages by reason of your default, its rights to exercise any other option under this agreement, or any of its other rights.

(e) In the event that Composer breaches the representation and warranty in paragraph 10(a)(vi) above, then, to the extent that none have been paid, no Advances shall be payable after such breach.

16. Failure of Performance. The failure by Publisher or Composer to perform any of their respective obligations hereunder shall not be deemed a breach of this agreement unless the non- breaching party gives the breaching party prompt written notice of such failure to perform specifically stating the nature of any such failure and the provision that governs or relates to such failure hereunder and such failure is not corrected within thirty (30) days from and after the breaching party’s actual receipt of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, the breaching party does not commence to cure such breach in said thirty (30) day period or complete the curing of such breach thereafter; provided, that, there shall be no “cure” period in connection with any breach by you of your obligation to render your services exclusively to Publisher during the Term or other obligations that are not capable of cure by you, or in the event a different time period is specifically set forth in this agreement.

17. Notices. All notices, statements and payments to be given to Composer hereunder shall be addressed to Composer at the address first set forth above or at such other address as Composer shall designate in writing from time to time. All notices to be given to Publisher hereunder shall be addressed to Publisher at the address first set forth above or at such other address as Publisher shall designate in writing from time to time with copies to All notices shall be in writing and, except for royalty statements, shall be served by certified or registered mail return receipt requested, or by overnight (or two (2) day) air express, all charges prepaid. Except as otherwise provided herein, such notices shall be deemed given when received, all charges prepaid, except that notices of change of address shall be effective only upon the actual receipt thereof.

18. Entire Agreement. This agreement supercedes all prior discussions, representations, warranties and agreements, both written and oral, between the parties with respect to the subject

16 matter hereof and sets forth the sole and entire understanding of the parties hereto relating to the subject matter hereof. No modification, amendment, waiver, termination or discharge of this agreement or of any provision hereof shall be effective unless confirmed by a written instrument signed by both parties hereto. No waiver of any provision of this agreement or of any default hereunder shall affect the waiving party’s right thereafter to enforce such provision or to exercise any right or remedy to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.

19. Severability. If any provision of this agreement shall be held void, voidable, invalid or inoperative, no other provisions of this agreement shall be affected as a result thereof, and, accordingly, the remaining provisions of this agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provisions had not been contained herein. This agreement shall not be deemed to give any right or remedy to any third party unless said right or remedy is specifically granted by Publisher in writing to such third party.

20. Binding Effect. This agreement shall not be binding upon Publisher until signed by Composer and countersigned by Publisher.

21. Governing Law.

(a) This agreement has been entered into in the State of New York, and the validity, interpretation and legal effect of this agreement shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely within the State of New York. The state courts of the State of New York, County of New York and/or the Federal District Courts for the Southern District of New York, shall have jurisdiction and venue of any controversies regarding this agreement. Any action or other proceeding which involves such a controversy will be brought in the enumerated courts, and not elsewhere. In addition to accepting such jurisdiction, each party hereby waives any objection based upon forum non conveniens or any similar ground.

(b) The prevailing party in any legal action (after all appeals have been taken or the time for taking such appeals has expired) brought by one party against the other and arising out of this agreement shall be entitled, in addition to any other rights and remedies available to it at law or in equity, to reimbursement for its costs and expenses (including court costs and fees for attorneys and expert witnesses) incurred with respect to bringing and maintaining any such action. The term “prevailing party” for the purposes of this paragraph shall include a defendant who has by motion, judgment, verdict or dismissal by the court, successfully defended against any claim that has been asserted against it.

22. Miscellaneous.

(a) The paragraph headings used in this agreement are for information only and do not form part of the agreement.

(b) Any and all riders, exhibits or schedules annexed hereto together with this basic document shall constitute this agreement.

(c) Unless otherwise provided herein, as to all matters treated herein to be determined by mutual agreement, or as to which any approval or consent is required, such agreement, approval or consent will not be unreasonably withheld or delayed.

(d) Composer’s agreement, approval or consent, whenever required (except with respect to the NIL Materials or unless otherwise specific elsewhere in this agreement), shall be deemed to have been given unless Composer notifies Publisher otherwise within five (5) business days following the date of Publisher’s request to Composer therefore.

(e) In entering into this agreement and in fulfilling Composer’s obligations pursuant hereto, Composer shall have the status of an independent contractor, and nothing herein contained shall contemplate or constitute Composer as Publisher’s agent or employee. Composer and Publisher hereby acknowledge and agree that this agreement does not constitute a “personal services” contract.

(f) Composer and Publisher acknowledge and agree that each party and its counsel reviewed and negotiated the terms and provisions of this agreement and have contributed to its revision; the rule of construction that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this agreement; and the terms and provisions of this agreement shall be construed fairly as to all parties, regardless of which party was generally responsible for the preparation of this agreement.

(g) Composer acknowledges that it has been represented in the negotiation and execution of this agreement by an independent attorney of Composer’s own choice who is familiar with the practices of the entertainment industry.

IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date hereinabove set forth.

PUBLISHER: COMPOSER: AGREED TO AND ACCEPTED AGREED TO AND ACCEPTED:

By:______An Authorized Signatory

EXHIBIT “A1” to the Publishing and Exclusive Administration Agreement by and between

, dated as of December __, 2018.

KNOW ALL MEN BY THESE PRESENTS:

The undersigned:

Name:

(“Assignor”)

For good and valuable consideration now received, hereby sells and assigns unto:

Name: (ASCAP)

Address:

(“First Assignee”) and its successors and assigns for the Term and Retention Period one hundred percent (100%) of Assignor’s interest in the copyright(s) (including renewals, if applicable) in and to, and all of the right, title, and interest of the Assignor in an to, all musical compositions Assignor owns, controls or acquires, in whole or part, prior to and during the Term, including without limitation, the musical composition(s) listed on Schedule A annexed (all such compositions collectively the “Compositions”), throughout the world, which First Assignee, in turn, for good and valuable consideration now received, hereby sells and assigns unto:

Name:

20 and its successors and assigns for the Term and Retention Period, an undivided twenty-five percent (25%) of Assignor’s interest in the copyright(s) (including renewals, if applicable) in and to, and all of the right, title and interest of Assignor(s) in and to, the Composition(s), throughout the world.

THIS INSTRUMENT is subject to all of the terms and conditions of the Agreement dated as of December ____, 2018 between the First Assignee and Second Assignee.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seals as of this ____ of _____, 2018.

______

State of ______) ).ss.: County of ______)

On this _____ day of ______, 2018 before me personally came ______to me known and known to me to be the individual named in and who executed the foregoing instrument who acknowledged to me that he/she executed same.

______Notary Public

EXHIBIT “A2” to the Publishing and Exclusive Administration Agreement by and between

KNOW ALL MEN BY THESE PRESENTS:

The undersigned:

Name:

and its successors and assigns for the Term and Retention Period one hundred percent (100%) of Assignor’s interest in the copyright(s) (including renewals, if applicable) in and to, and all of the right, title, and interest of the Assignor in an to, all musical compositions Assignor owns, controls or acquires, in whole or part, prior to and during the Term, including without limitation, the musical composition(s) listed on Schedule A annexed (all such compositions collectively the “Compositions”), throughout the world, which First Assignee, in turn, for good and valuable consideration now received, hereby sells and assigns unto:

Name: (ASCAP)

Address:

(“Second Assignee”) and its successors and assigns for the Term and Retention Period, an undivided twenty-five percent (25%) of Assignor’s interest in the copyright(s) (including renewals, if applicable) in and to, and all of the right, title and interest of Assignor(s) in and to, the Composition(s), throughout the world.

THIS INSTRUMENT is subject to all of the terms and conditions of the Agreement dated as of December ____, 2018 between the First Assignee and Second Assignee.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seals as of this ____ of _____, 2018.

______

State of ______) ).ss.: County of ______)

______Notary Public

EXHIBIT “B” to the Publishing and Exclusive Administration Agreement by and between

DIRECTION LETTER

As of December 6, 2018

To: ALL RECORD MANUFACTURERS LICENSED TO MECHANICALLY REPRODUCE THE COMPOSITIONS SPECIFIED HEREINBELOW

THE HARRY FOX AGENCY ALL OTHER PARTIES IN INTEREST

Please be advised that effective as of date hereof I have granted to its applicable publishing designee (ASCAP) and its licensees and assigns, the exclusive right, throughout the world, in respect of compositions of which the undersigned is the copyright proprietor, including those compositions listed on Schedule A annexed (the “Subject Compositions”):

(i) to license and cause others to license the use of the Subject Compositions; and

(ii) to administer and grant rights in and to the Subject Compositions and the copyrights therein; and

(iii) to publish and sell sheet music and/or folios of the Subject Compositions if it so elects; and

(iv) to collect all monies payable with respect to the Subject Compositions, including monies earned but not paid prior to the effective date hereof; and

(v) to otherwise administer the Subject Compositions and the copyrights therein and to act as the publisher thereof.

______

EXHIBIT “C” to the Publishing and Exclusive Administration Agreement by and between

, dated as of December 6, 2018.

TO: AMERICAN SOCIETY OF COMPOSERS, ARTISTS & PUBLISHERS

You are hereby authorized and directed to pay our administrators

, and we hereby assign to Administrator, all monies payable from and after the date hereof (regardless of when earned) with respect to the compositions of which the undersigned is the copyright proprietor, including those compositions listed on Schedule A annexed (the “Subject Compositions”).

The foregoing authorization and direction shall remain in full force and effect until modified or terminated by both the undersigned and Administrator.

Very truly yours, ______

(ASCAP)

EXHIBIT “D” to the Publishing and Exclusive Administration Agreement by and between

the other hand, dated as of December _, 2018.

Song Information Form

1. Title of Composition:______.

2. Date submitted: _____/_____/_____

3. Submitted By: ______.

4. Composers and Percentage Information:

Composer: Publisher: Percent Percent Owned Control

Accepted and agreed to: Accepted and agreed to:

______

SCHEDULE “A” to the Publishing and Exclusive Administration Agreement by and between

3. 4. 5. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20.

SCHEDULE “B” to the Publishing and Exclusive Administration Agreement by and between

, dated as of December __, 2018.

OLD COMPOSITIONS

Notwithstanding anything to the contrary contained herein, in the event you desire to record more than the required Masters in a contract period (the initial period or an option period, as the case may be), such “excess” Master(s), if any, shall not be recorded without Company's prior written approval (which approval shall be deemed granted by Company if Company elects to pay the recording costs thereof) and shall not result in the payment of any additional Advances (as defined below) to you. Company shall have the right (to the extent Company so elects in writing) to apply any excess Master(s) towards your recording commitment for any contract period in Company’s sole discretion. You shall not undertake to professionally record any song written by you during the Term which is not approved for recording by the Company in advance to become a Master. In the event that you write a song and it is selected by Company to be recorded and released by another artist that is not you, then such Master shall count towards your recording commitment but the recording costs associated with the recording of the Master shall not be deemed an Advance against your royalties but shall be incurred by the artist recording the Master.

1.4. Each Master shall embody your performance as a featured artist of a single musical composition previously unrecorded by you. You shall not record hereunder "live" performances, solely instrumental performances, acoustic recordings, so-called specialized "theme" albums (e.g., a Christmas album) without our prior written consent. Any Masters which are not recorded or delivered in all material respects in accordance with the material terms and provisions hereof shall not apply toward the fulfillment of your recording commitment. Masters shall be recorded in a first class studio and shall be commercially and technically satisfactory for the manufacture and distribution of top-line records and unless approved in writing, in advance by Company should be recorded at a recording studio owned by Company. The multi-track master tapes and a two-track digitally mixed stereo digital master (mastered and sequenced) embodying the Masters shall be delivered to Company at Company's then current address, to the attention of Company's President. Except as set forth in this agreement and/or unless otherwise instructed by Company in writing, (i) you shall deliver to Company the twelve (12) Masters (and all related recordings) within ninety (90) days after Company's written approval of the applicable recording budget.

1.5. Company, at its sole discretion, shall reasonably make studio facilities available for Artist so that Artist, subject to the supervision and control of Company, may record Masters of the musical compositions hereunder and also for Artist to perform at such recording session(s). In no event shall Artist incur any expense whatsoever on behalf of Company without first having received written authorization from Company. You shall pay all Recording Costs (as defined below) of all Masters (and any related recordings hereunder) in excess of the Company approved recording budget. All ownership interest and rights in and to the recordings and reproductions made at the recording sessions hereunder and all underlying musical compositions shall be governed by the same terms of this agreement as it applies to

3 ______

Masters. However, Artist shall not be entitled to any compensation (in addition to such compensation as may be otherwise provided for herein) with respect to services rendered in connection with such recording session. Additionally, all provisions of this agreement which are not inconsistent with the foregoing, including but not limited to the representations and warranties made by Artist with respect to the Masters, applies with equal force and effect to the recordings and reproductions made at the recording sessions and all underlying musical compositions therein.

1.6. As additional consideration for this agreement, upon the execution of this agreement you shall promptly deliver to Company all existing Compositions (as defined in paragraph 11.04), recordings (e.g. audio and audio-visual) embodying your performances that are owned by you and/or any entity owned or controlled by you directly or indirectly (including without limitation the Compositions and recordings listed on Schedule A, which you represent and warrant is a complete list of all such existing recordings) (sometimes all the existing recordings are referred to herein as the “Existing Masters”). The Existing Masters and/or Prior Compositions listed in Schedule B are hereby irrevocably transferred and assigned to Company. Upon execution of this agreement you hereby sell, convey, transfer, and assign to Company all rights, title and interests throughout the universe in perpetuity (including, without limitation, the copyright and any and all renewals and extensions thereof) (which you represent and warrant is not inconsistent with the terms and provisions of this agreement) to the Existing Masters and any and all underlying Compositions (and all copyrights, renewals, and extensions related thereto) embodied in the Existing Masters (sometimes referred to herein as the “Existing Compositions”) listed in Schedule B. You shall, upon our request, execute and deliver to Company any assignments of copyrights (including any and all renewals and extension(s) thereof) in and to the Existing Masters and all other documents which Company may reasonably deem desirable and/or necessary to secure to Company and/or Company’s designee(s) any and all rights and interests granted to Company hereunder, and you hereby irrevocably appoint Company and Company’s designee(s) as your attorney in fact for the purpose of executing such assignments and other documents in your name. Said power of attorney shall be irrevocable and coupled with an interest and shall survive the termination of this agreement. You represent and warrant that neither you nor any other person and/or entity could restrict Company’s exploitation of the Existing Master(s) and Existing Compositions and no person and/or entity is entitled to any payment arising from the exploitation of the Existing Master(s) and Existing Compositions, no “samples” are embodied on the Existing Masters, neither minor(s) nor side artists performed on the Existing Masters, you have paid all costs (e.g. mechanical royalties) in connection with any prior exploitation and hereby do indemnify, save and hold Company and Company’s designees harmless therefrom.

4 ______

2. Recording Costs. 2.1. Company shall pay (which shall be inclusive of all union session payments, if applicable) for the recording of each Album in an amount determined in Company's sole discretion (hereinafter "Recording Budget"). We will, in our sole discretion, select the dates for recordings and studios where the recording is to take place. Nothing in this agreement shall obligate Company to continue or permit the continuation of any recording session or project, even if previously approved hereunder, if Company anticipates that the recording costs will exceed the Company's expectations or that the recordings being produced will not be technically, musically, and commercially satisfactory to Company.

2.2. Company shall advance the costs for production of records, and such recording costs will be recouped by us and treated as an advancement against royalties or monies which may be owed to you hereunder. All such payments, as well as all payments to any other individuals rendering services in connection with the recording of the Masters, all other payments which are required to be made by us pursuant to any applicable law or regulation or the provisions of any collective bargaining agreement between us and any union or guild representing you or any such other individuals rendering services in connection with the recording of the Masters (including, without limitation, payroll taxes and payments to union pension and welfare funds), all amounts paid or incurred for studio or hall rentals, tape, engineering, sweeting, remixing, editing, equipment and instrument rental and cartage, mastering, transportation, accommodations, immigration clearances, and so-called “per diems” in respect of any individuals (including you) rendering services in connection with the recording of the Masters, and all costs and expenses of obtaining rights to all samples of master recordings, selections and other materials embodied in the Masters (including, without limitation, all advances, license fees, attorneys’ fees and clearinghouse fees), together with any and all other amounts paid or incurred by us in connection with the recording of the Masters and all other costs customarily deemed “recording costs” in the recording industry, shall be deemed “recording costs” hereunder. You understand and acknowledge that recording costs deemed an Advance hereunder will include any costs or expenses associated with recording a Master in a recording studio owned by the Company (currently, 4U Recording) and that recording costs shall include the Company’s direct and indirect costs and expenses allocated to Artist on an hourly basis for each hour the Artist utilizes the studio, such allocation may include but shall not be limited to Company expenses and costs associated with payments to Company’s employee’s time performing, engineering, mastering, or editing a Master and costs and expenses associated with the studio, the equipment contained therein, and overhead related thereto, etc. Notwithstanding the foregoing, expenses associated solely with booking studio time (solely at 4U Recording) shall be granted on a “gratis” basis, subject to studio availability, and shall not be deemed recording costs as defined above. For the avoidance of doubt, all

5 ______

amounts paid or incurred for studio or hall rentals other than at 4U Recording shall be deemed “recording costs” and deemed an Advance hereunder.

2.3. In addition to the Recording Budget set forth above, we shall provide you with a recoupable album artwork budget for each Album in an amount determined in Company's sole discretion. The artwork budget for each Album will be recouped by us and treated as an advancement against royalties or monies which may be owed to you hereunder. All artwork shall be subject to our final approval.

2.4. Company shall be solely responsible for entering into written agreements engaging the services of each record producer of each Master hereunder, and shall pay any and all royalties or other sums which may be payable to any record producer of any of the Masters in respect of any exploitation thereof. We shall have the right to deduct from any monies payable to you hereunder any royalties or monies payable by us to any such record producer.

2.5. Any and all promotion expenses, any and all so-called "PR" expenses provided by any non-Company entity or person not employed at Company, and any and all expenses incurred in connection with the production and exploitation of videos made for use in promoting sales of records shall be deemed an Advance.

3. Rights in Recordings, Copyrights and Right of Publicity.

3.1. You grant and convey to Company, and confirm that Company shall be the exclusive, perpetual owner of all Compositions, Recordings, Masters (and other recordings and videos embodying your performance (including "out-takes") and all matrices and Phonograph Records (as defined below) manufactured from them, together with the Performances embodied on them, all videos made from or for a Master, and all artwork created for use in connection with the Masters) throughout the universe, including without limitation, all copyrights therein as a "work made for hire" for and on behalf of Company, as defined in the United States Copyright Revision Act of 1976. Pursuant to this agreement, Company shall own all Masters (and other recordings and videos embodying your performance), together with the performances embodied therein and all copyrights therein and thereto, including all renewal(s) and extension(s), and all of the results and proceeds of your recording services throughout the universe in perpetuity, free of any and all claims by you and/or any person and/or entity. Alternatively, if not determined to be a “work made for hire” for Company pursuant to this agreement, you hereby transfer, convey and assign all rights, title and interests, including the copyright, in and to all Masters (and other recordings and videos embodying your performance) to Company. You shall, upon Company’s request, execute and deliver to Company any assignments of copyrights (including any and all renewal(s) and extension(s) thereof) in and to the Masters (and other recordings and videos embodying your performance) and all other

6 ______

means of radio broadcast, cable transmission, satellite transmission, television broadcast or any other method now or hereafter known.

3.2. You further grant to Company the right throughout the universe in perpetuity to use and permit others to use, in whole or in part, at no cost, your name and logo, voice, appearance, likenesses and biographical information for you for purposes of trade and/or otherwise without restriction on or in connection with the exploitation of merchandise in any manner and/or market now or hereafter known, and in advertising in connection therewith. Company’s right to use such names, logos, likenesses and biographical information for purposes of trade and/or otherwise without restriction on or in connection with the exploitation of merchandise shall be exclusive during the term hereof and non-exclusive thereafter. “Label Merchandise” as used herein shall mean any and all items of merchandise in any and all media now known or hereafter known (e.g. T-Shirts, sweatshirts, hats, shorts, stickers, posters, novelty items, screen savers, wall-paper, etc.) which embody a Label Design (as defined below) but Label Merchandise shall specifically exclude records. “Label Design” as used herein shall mean a design of your name, logo, likeness and/or biographical information and which is created and/or developed by Company and/or Company’s designee(s) during the term of this agreement (as well as those provided by you and/or any other person and/or entity to Company [or Company’s designee] to use on record artwork hereunder) and all copyrights therein and thereto (and any and all renewals and extensions thereof). Company shall exclusively own and control all Label Merchandise and Label Designs and shall have the right to secure copyrights and trademarks thereto throughout the universe in perpetuity. Without your prior approval, Company agrees not to create any new Label Designs following the expiration of the term of this agreement provided that Company and Company’s designees shall have the perpetual right to manufacture, distribute, license, sell and/or otherwise exploit in perpetuity as Label Merchandise, in any and all media now known or hereafter known and any and all Label Designs created during the term of this agreement.

3.3. Royalties collectively earned by you with respect to Company’s commercial exploitation of the Label Merchandise shall equal fifty percent (50%) of Company’s “net receipts” from the applicable item of Label Merchandise, it being understood and agreed that Company’s creation of any Label Merchandise may not always generate “net receipts” due to the costs associated therewith. Notwithstanding anything to the contrary contained in this section, royalties arising from the exploitation of Masters (and/or other recordings and videos embodying your performances) utilizing your name and/or likeness (including without limitation utilizing a Label Design in connection with records and/or as part of the packaging thereof) shall be governed by the other terms of this agreement and not this paragraph. For purposes of this paragraph “net receipts” shall mean the monies directly arising from all net sales of Label Merchandise actually received by Company in the U.S. in U.S. dollars less any returns, and refunds (including without limitation rebates etc.) and any

8 ______

applicable taxes and less design costs (including without limitation photograph, design, etc.), manufacturing costs (including without limitation insurance coverage and outside legal costs), distribution costs (including without limitation shipping, collection costs, and third party commissions) and advertisement costs (including without limitation advertise placement costs, e.g., selling and servicing costs) of the Label Merchandise. For the avoidance of doubt, Company shall account to you collectively for all royalties due under this paragraph.

4. Royalties in the Sound Recordings. 4.1. In consideration of your agreements, representations, and warranties contained herein, Company agrees to pay to you collectively in connection with the net profits by Company, its licensees and distributors directly derived from qualifying sales or distribution of phonograph records embodying Masters, an “all-in” royalty (including, without limitation, your so-called "artist" royalty, all producer, remixer and other royalties payable to you or others, it being agreed that Company or Company’s designee(s) may elect to contract with and/or pay any third party royalties hereunder directly and deduct their royalties from your royalties hereunder, as applicable) at the rates listed below and as detailed below. For the avoidance of doubt, to the extent Company or Company’s designee(s) does not elect to contract with and/or account and pay royalties to any royalty participant directly, you shall be responsible for such contracts (on a form pre-approved by Company) and all payments and accountings thereunder. Artist shall receive a one-time payment of One Hundred Fifty Thousand Dollars ($150,000.00), payable in equal monthly installments of Four Thousand One Hundred Sixty Six Dollars ($4,166.66) over a thirty-six (36) month period, as an advance against royalties. Artist shall not be entitled to receive any other advances hereunder other than "recording costs" and album art work expenses which are deemed as advances hereunder. Except as otherwise provided in this agreement, the parties agree to divide net profits obtained as a result of the sale or distribution of phonograph records embodying the Masters, Albums, and any other exploitation of the Masters or Albums as follows: Company shall receive 75% of such net profits and Artist, in his capacity as a recording artist, shall receive 25% of such net profits directly derived from qualifying sales and distribution of phonograph records embodying the Masters. In instances where Company exploits Artist's Compositions (e.g., single/album releases, sync licenses, etc) with recording artists other than Artist that do not have a Net Profits agreements with Company, Company has the right but not the obligation to allocate a share of Net Profits (as defined below) to Artist as a discretionary songwriter incentive bonus. All monies or royalties payable to you hereunder shall include all royalties (except mechanical royalties) payable to the individual producers and other persons which are due by reason of the recording and/or exploitation of the Masters and other than those expenses outlined above. For the avoidance of doubt, Masters streamed and/or utilized as so-called

9 ______

“ringtones,” “ring back tones” and/or “voice rings” shall be payable hereunder in the same manner as any other Master embodied on a record.

4.2. No profit (i.e., royalty) shall be payable to you unless and until Company has recouped all Advances (including, without limitation, all recording costs and all permissible offsets hereunder) in connection with the Masters produced hereunder from the royalties payable to you in respect of net sales of Phonograph Records embodying such Masters, and royalties shall be computed and paid to you only on those Records (as defined below) sold by Company or its Licensees after such recoupment. No royalties shall be payable to you in respect of Phonograph Records sold by Company or its Licensee until payment for such Records has been received by Company in the United States of America. For accounting purposes, sales of Records hereunder by any entity other than Company (e.g., Company's Licensees) shall be deemed to occur not earlier than the same semi-annual accounting period in which such Person accounts to and pays Company therefor.

4.3. For the avoidance of doubt, in no event shall royalties be due or payable in respect of Masters: (a) sold (for less than 50% of Company's posted wholesale price), distributed or furnished on a no-charge basis by Company or its Licensee and/or Distributor for promotional purposes, or otherwise; (b) sold at close-out prices or as surplus, overstock or scrap; (c) sold as cutouts; (d) given away or shipped as "free", "no charge" or "bonus" (whether or not intended for resale); (e) distributed for promotional purposes; or (f) sold at a discount from the posted wholesale list price, whether or not intended for resale. No royalties will be payable to you on Masters made, sold, and/or distributed as demo records or mixed tapes.

4.4. Royalties for records sold and other exploitation of the Masters outside the United States shall be (i) computed in the same national currency as Company is accounted to by its licensees or distributors, based on the same percentage of sales as Company is paid or credited on and paid at the same rate of exchange as Company is paid or credited; and (ii) subject to taxes and other restrictions applicable to royalties remitted by or received from foreign sources; and (iii) payable by Company only after payment has been received by Company (less cost of conversion) in the United States in United States dollars. For purposes of accounting to you, a foreign sale shall be deemed a sale made during the same six (6) month period in which Company receives its licensee’s or distributors’ accounting and payment for that sale.

4.5. If Company makes any overpayment to you (e.g., accounting error or payment on records returned later), you shall promptly reimburse Company for such overpayment. For the avoidance of doubt, from time to time, at Company’s sole election, Company may elect to pay to you (or cause to be paid to you) additional sums of monies not contractually required hereunder. In the event such non-contractual sums are paid to Artist, the

10 ______

Group and/or to any Individual Member(s), such sums shall be deemed an Advance hereunder and recoupable from all future payments due hereunder (e.g. record royalties, Writer Royalties, merchandise royalties, etc.).

5. Rights in Musical Compositions. 5.1. As a further additional inducement for Company to enter into this agreement, You hereby grant, convey and assign over to Company’s publishing affiliate one hundred percent (100%) of all rights, title and interests (including, without limitation, the universal wide copyrights and any and all extensions and renewals thereof) throughout the universe as well as one-hundred percent (100%) of the exclusive universe wide administration right, in and to each and every Composition created or written by you, alone or with others, during the Term of this agreement. You hereby grant, convey and assign over to Company’s publishing affiliate one hundred percent (100%) of all rights, title and interests (including, without limitation, the universal wide copyrights and any and all extensions and renewals thereof) throughout the universe, as well as one-hundred percent (100%) of the exclusive universe wide administration right, in and to each and every Composition (including without limitation the Compositions on Schedule “B” (attached hereto and made a part hereof by this reference)). You warrant and represent that Schedule B includes all Compositions written prior to the Term of this agreement (the “Prior Compositions”) which are owned by You that are to be transferred to Company’s publishing affiliate. You hereby waive and relinquish any right and benefit in the nature of termination and reversion of any copyrights which you may have under the copyright laws and/or otherwise, to the extent that you may lawfully do so. Company shall credit to your writer’s royalty account hereunder as writer royalties an amount equal to the amounts set forth on Exhibit “B” (attached hereto and made a part hereof by this reference) for exploitation of Compositions (pro-rated by the percentage of the Composition written by you) hereunder (sometimes referred to herein as the “Writer Royalties”) and account to you in the manner set forth in this Section and specified in Exhibit B. You shall provide a complete listing of all Compositions (and the percentage thereof written by You) in the form of Schedule A and Schedule B prior to Your execution of this Agreement. Company shall be entitled to retain for its own account any administration fee which is equal to the administration fee imposed on Company (or a Company affiliate) by any third party together with the percentage of such income which equals the percentage of each such Composition that is owned by Company.

5.2. You hereby agree that the judgments of Company and/or any of Company’s designees in connection with the exploitation or non-exploitation of any or all of the Compositions (if any) or any portion thereof under this agreement shall be binding and conclusive upon you and that the failure of Company and/or Company’s designees at any time to exploit any of the Compositions, in whole or in part, in any particular manner or medium

11 ______

shall not be deemed a breach hereof. Company shall have the right to determine, in its sole and absolute discretion, the manner, extent and means of any such exploitation, it being expressly understood that Company may change the fees and rates, if any, asked or charged for the exercise of any and all rights herein granted to Company as Company in its sole and absolute discretion shall at any time deem advisable. Without limitation of the foregoing, Company may license the use of any Composition to itself and/or any record, film and/or production company affiliated with Company pursuant to the "controlled composition clause" of this agreement and/or the agreement for any artist who records a Composition hereunder and/or any producer who produces a Composition hereunder. You hereby further agree that you shall not make any claim nor shall any liability be imposed upon Company and/or any of Company’s designees based upon any claim under this agreement that better deals or better business could have been made and/or done than were actually made and/or done by Company or any of Company’s designees and/or that better prices or terms could have been obtained.

5.3. You shall execute any further documents which are necessary or proper to make the substance or intent of this section (and/or this agreement) effective and binding upon you and/or which may be necessary or proper with the performance of any matters herein agreed upon, including without limitation, any exhibits attached hereto and you hereby irrevocably appoint Company and Company’s designees as your attorney in fact for the purpose of executing any such document(s) in your name. Said power of attorney shall be irrevocable and coupled with an interest and shall survive the termination of this agreement.

5.4. You shall promptly deliver each Composition to Company (as either a recording (with typed lyrics) or as a lead sheet, together with the names of any co-writers, their publishing designee and their contact information).

5.5. In the event you (a) fail to deliver to Company any Composition(s), (b) convey a Composition(s) to any person and/or entity (other than Company) and Company’s rights therein have not yet been conclusively established by settlement and/or judgment and/or (c) otherwise breach your obligations hereunder, then Company may suspend any and all payments due to you pursuant to this agreement (including, without limitation, any Writer Royalties otherwise payable hereunder) for the entire period of such failure and/or conveyance and/or breach.

5.6. For purposes of this section, the term “you” shall be deemed to include (to the extent Company elects) any publishing entities owned and/or controlled by you, in whole or in part and the term “Company” shall be deemed to include any publishing entities owned and/or controlled by Company. Notwithstanding the foregoing and for the avoidance of doubt,

12 ______

all accounting statements and payments arising from this paragraph 8 shall only need to be sent to you.

5.7. Any and all of your potential claims against Company and/or any of Company’s designee(s) arising from the fact that any of the Compositions hereunder and/or the title thereof may be the same or similar to that of any other musical composition(s) heretofore or hereafter acquired by any means by Company and/or any of Company’s designees are hereby expressly waived.

5.8. Company shall not be required to pay royalties to Artist for public performance of any such Compositions. All such Compositions shall be solely administered by the person of our choosing. Company may enter into publishing, sub-publishing or collection agreements with, and license or assign this agreement and any of its rights hereunder and delegate any of its obligations hereunder to, any persons, firms or corporations for any one or more countries of the world. Company has the sole, exclusive and worldwide right to administer and exploit any such Compositions, to print, publish, sell, use, and license the use of any such compositions, to execute in its own name any and all licenses and agreements whatsoever affecting or respecting any such compositions, including but not limited to licenses for mechanical reproduction, public performance, synchronization uses and publication, sub-publication and to assign or license such rights to others. This statement of exclusive rights is only in clarification and amplification of the rights of Company and not in limitation thereof.

5.9. You grant to Company the right (and Company may license others the right) for the "first use" mechanical reproduction (and subsequent mechanical licenses) of a Composition on records distributed in the United States or Canada at seventy five percent (75%) of the applicable minimum compulsory license rate (not the long song rate) on the date of recording. Mechanical license royalties on Compositions will be paid on only those records which earn royalties under this Agreement. You further agree that Company (or Company’s distributor) shall not be required to pay mechanical license royalties in excess of (i) eleven (11) times the applicable minimum statutory rates (not the long song rate) in the United States and Canada, as applicable, on the date of recording for all songs embodied on any Album hereunder; (ii) five (5) times the applicable minimum statutory rates (not the long song rate) in the United States and Canada, as applicable, on the date of recording for all songs embodied on any so-called "EP" hereunder; and (iii) two (2) times the applicable minimum statutory rates (not the long song rate) in the United States and Canada, as applicable, on the date of recording for all songs embodied on any single record hereunder, it being agreed that you hereby indemnify Company and Company's designees for any mechanical license fees paid in excess of the above minimums and the excess may be deducted by Company on any royalty statements

13 ______

hereunder. At no additional cost, you further hereby grant Company the right to reprint the lyrics of Composition(s) in any and all media now or hereafter known.

5.10. You represent and warrant and agree that the copyright proprietor(s) of any musical composition recorded by you hereunder (which recording shall not be longer than four minutes and fifty nine seconds (4:59) without the prior written approval of Company) shall issue a mechanical license to Company promptly following Company’s written request with respect to such composition at a royalty rate no higher than the then current statutory rate provided for under the Copyright Act and on terms no less favorable to Company than those terms currently being enforced by the Harry Fox Agency in its standard mechanical license form, and you agree to notify Company in writing prior to recording such composition to enable Company to request the foregoing mechanical license in a timely fashion. You further represent and warrant that any selection recorded by you shall not embody more than one (1) composition.

6. Synchronization Rights. 6.1. As an additional inducement for Company to enter into this agreement, you hereby grant Company the right (and Company may license others the right) to embody and synchronize Composition(s) in films and videos (promotional and commercial), to reproduce those films and videos, distribute them, and perform them in any manner (including, without limitation, publicly and for profit), to manufacture and distribute audiovisual records and other copies of them, and to exploit them otherwise, by any method and in any form known now or in the future, throughout the universe, and to authorize others to do so. Company will not be required to make any payment in connection with those uses, and that license will apply whether or not Company receives any payment in connection with any use of any film or video. Notwithstanding the foregoing, in each and every instance if Company so elects with respect to commercial sales records embodying audiovisual material embodying Compositions sold in the United States, Company will be required to pay a reasonable synchronization royalty (without an advance and/or fee) not to exceed nine cents ($.09) per single use of an entire musical composition (pro-rated to the extent non-Compositions are contained therein) per audiovisual record unit sold, paid for and not returned (less reasonable reserves as provided above) on only those audiovisual records which earn royalties pursuant to the terms of this agreement. If any exhibition of a video or film is also authorized under another license (such as a public performance license granted by ASCAP or BMI), that exhibition will be deemed authorized by that license instead of this agreement. (In all events, Company and its licensees will have no liability by reasons of any such exhibition). Notwithstanding the foregoing, in each and every instance if Company so elects with respect to inclusion of a Composition in a motion picture or television show produced or co-produced by Company or a Company affiliate, Company may pay a one-time synchronization fee of not less than Five Hundred Dollars ($500 USD) (pro

14 ______

rated to the extent you are not the one hundred percent (100%) writer of the Composition) (the “Synch Sum”) (provided the Synch Sum shall be gratis with respect to promotional uses of Masters on television shows (e.g. award shows, magazine shows, news, etc.)). Notwithstanding the foregoing, if Company licenses a Composition for inclusion in a motion picture or television show produced or co-produced by Company or a Company affiliate for less than the Synch Sum then in said event Company shall not be in breach hereof and, Company’s only obligation to you and your publishing designee shall be to credit you or your publishing designee the applicable Individual Member(s) writers royalty account hereunder with the proper percentage of the Synch Sum rather than the proper percentage of the actual amount Company received for the inclusion of the Composition in said motion picture or television show. Any synchronization license fees paid in excess of the above minimums may be deducted by Company fromy royalties otherwise payable to You under this or any other agreement between you and Company.

7. Music Videos. 7.1. If we do so elect, we shall produce one or more so-called “MTV-type music videos” (“Music Videos”), and the following provisions shall apply to each such Music Video:

(a) The content and composition to be embodied therein shall be mutually designated by you and us, provided in the event of a good faith dispute, our decision shall prevail.

(b) The producer and director, and the concept and script, shall be designated by you and us provided in the event of a good faith dispute, our decision shall prevail.

(c) We shall pay the production costs of each Music Video in an amount not in excess of a maximum amount to be agreed upon in advance by us.

(d) All Music Video production costs paid or incurred shall be recoupable from monies or royalties payable to you hereunder and shall be deemed as Advances hereunder.

(e) We shall own all rights in and to the Music Videos and shall have the perpetual right to use and license others to use the Music Videos for all purposes.

15 ______

8. Additional Rights.

8.1. Company shall have the right but not the obligation to take any action it deems necessary in its sole and absolute discretion, either in your name and/or in its own name, against any person and/or entity to protect any and all of the rights and interests acquired by Company hereunder. You shall at Company’s request, cooperate fully with Company in any controversy which may arise or litigation which may be brought in connection with any of the Compositions and/or Masters and/or other recordings and/or videos and/or Company's and/or Company’s designees’ other rights and interests hereunder. Company and/or Company’s designees shall have the right, but not the obligation, in its sole and absolute discretion, to employ attorneys and to institute, prosecute or defend any action or proceeding related to any of the Label Merchandise, Label Designs, Compositions and/or Masters and/or other recordings and/or videos and/or Company's and/or Company’s designees’ other rights and interests hereunder and in that connection, to settle, compromise or in any other manner dispose of any matter, claim, action or proceeding and to satisfy any judgment that may be rendered in any manner as Company in its sole and absolute discretion may determine. Any legal action brought by Company (and/or Company’s designee[s]) against any alleged infringer of any of the Label Merchandise, Label Designs, Compositions and/or Masters and/or other recordings and/or Music Videos shall be initiated and prosecuted only by Company (and/or Company’s designee[s]), and if there is any recovery made by Company as a result thereof, after deduction of the expense of litigation (including but not limited to attorneys' fees and court costs), a sum equal to the percentage set forth in this agreement shall be credited collectively to your account hereunder less third party royalties (e.g. producers) with respect to the Label Merchandise, Label Designs, Compositions, Masters, recordings and/or Music Videos hereunder. Notwithstanding the foregoing, for the avoidance of doubt, you shall not, inter alia, be entitled to participate pursuant to the preceding sentence in any sums which are deemed to be the Company’s share of public performance monies in connection with the Compositions.

8.2. The Artist shall pay and account to Company within ninety (90) days following the end of each semi-annual calendar period the sum equal to the Company Touring Proceeds (as defined below) (and Company shall retain such monies for Company’s own account). If no Company Touring Proceeds for a particular accounting semi-annual calendar period were generated, you shall still account to Company within thirty (30) days following the end of each semi-annual calendar period. All statements rendered by Artist shall be conclusively binding upon and approved by Company and not subject to any objection by Company for any reason unless specific objection in writing, stating the basis thereof, is given by Company within three (3) years from the date such statement is rendered to Company with the applicable payment to Company. Company may, at Company’s expense, audit Artist books and records (and make copies and extracts thereof) relating to this agreement that report Touring Receipts. Company shall have the right to audit said books by notice to Artist at least

16 ______

thirty (30) days prior to the date Company intends to commence Company’s audit. Said audit shall be conducted by a certified public accountant. Notwithstanding anything to the contrary contained in this agreement, the use of the phrase “and/or” in this paragraph and elsewhere in this agreement shall be interpreted for the benefit of Company

8.3. You further grant to Company the non-exclusive right during the Term of this agreement to seek out and make non-exclusive licenses related to the use of Artist’s name and likeness in all areas (in addition to and) other than Label Merchandise manufactured under this agreement including but not limited to branding, sponsorships, endorsements, etc. Company shall be entitled to 25% of gross monies derived therefrom whether the license is secured by Company or not.

8.4. During the term of this agreement, you shall not without Company’s prior written signed approval (i) record and/or permit any person and/or entity other than Company to record your performance for use on records by any person and/or entity other than Company and/or (ii) record and/or permit any person and/or entity other than Company to record for a commercial (e.g. a television commercial, radio commercial, etc.), television show and/or movie your performance of a selection recorded (and/or deemed recorded) by you hereunder. Such recorded performances shall be deemed a Master(s) but shall not be in satisfaction of your recording commitment under this Agreement. You will not within three (3) years after the expiration of the term of this agreement or five (5) years from the last recording of any particular performance hereunder, whichever is later, (the “Holdback Period”) record (and/or permit the recording of) your performance of songs and/or other material recorded (and/or deemed recorded) hereunder by any person and/or entity other than Company. Further, you shall not at any time within ten (10) years after the Holdback Period rerecord for inclusion on a particular album more than three (3) of the selections that were originally recorded for a particular album released hereunder. You agree that a producer(s) of a Master(s) hereunder shall not be entitled to re-produce the selection embodied in such Master(s) for any person and/or entity other than Company for a period of three (3) years from the date such producer delivers such Master(s) to Company without Company’s prior written permission.

8.5. Company has not made and does not make any representation and/or warranty with respect to the quantity (if any) of records embodying Compositions and/or Masters (and/or other recordings and/or videos hereunder) and/or units of Label Merchandise which shall be sold. You recognize that the sale of records and merchandise is speculative and agree that Company’s judgment with regard to any matter affecting the sale, distribution and/or exploitation of such records and merchandise shall be binding and conclusive upon you. Nothing contained in this agreement shall obligate Company (and/or Company's designees, e.g., distributor and/or licensee) to manufacture, release, distribute, sell and/or promote merchandise,

17 ______

records and/or otherwise exploit any and/or all of the Label Merchandise, Compositions and/or Masters (and/or other recordings and/or videos hereunder).

8.6. Company shall have the right to seek insurance(s) (life insurance and/or other insurance) with respect to you for Company’s own benefit, although you are not making any representations herein regarding your insurability. In this connection, you agree to accurately complete questionnaires and other documents which Company or any insurance carrier(s) may from time to time require in connection with securing and maintaining such insurance(s). Further, in the event an insurance company requires a physical examination in order to obtain insurance, then you shall make yourself available for such physical examinations by a physician as and when reasonably requested to do so.

9. Definitions.

9.1. “Advances” mean amounts which are recoupable from royalties otherwise payable to you under this agreement or any other agreement between you and Company.

9.2. The term “Album” shall mean a collection or compilation of up to twelve (12) different compositions recorded as Masters on a single disc or record which is sold or offered for sale.

9.3. The term "Audiovisual Record" shall mean a Phonograph record including sound accompanied by visual images intended primarily for home consumer or institutional use, jukebox use or use in means of transportation, including, without limitation, any devices now or hereafter known that allow consumers to control the viewing of, or to interact with, the Audiovisual Record, including, without limitation, transmission to consumers directly into the home.

9.4. The term "Composition" shall mean that portion of each and every musical composition and/or arrangement which is prior to and during the term of this agreement written, composed, created or conceived or acquired in whole, or in part, by you, alone or in collaboration with another or others, or in collaboration with another or others and/or is owned or controlled, directly or indirectly by any you, alone or with another or others or as the employer or transferee, directly or indirectly, of the writers and composers thereof, including, without limitation, the title(s), any lyrics, any music and/or any other material at any time written or composed in connection with each such musical composition and all universal wide copyrights and renewals and extensions thereof.

9.5. The term “delivery to us”, or words of similar connotation used in connection with master recordings or Masters shall mean delivery for mastering, to a studio or other facility designated or approved by us, of fully mixed, leadered, sequenced and equalized 18 ______

15 i.p.s. two-track master tapes or two-track digital master tapes, in proper form for the production of the parts necessary to manufacture phonograph records therefrom and delivery to us at our offices of the album artwork required to release a particular record embodying such Masters, all consents, approvals, copy information, credits and other material required by us to release phonograph records embodying such Masters and to manufacture album covers and other packaging therefore.

9.6. The term "Distribution Agreement" shall mean an agreement pursuant to which Company grants to a distributor the right to distribute through normal retail channels Phonograph Records derived from Master Recordings recorded hereunder.

9.7. The terms "Master" or "Master Recording" shall mean every recording of sound, whether or not coupled with a visual image, by any method and on any substance or material, whether now or hereafter known, which is used or useful in the recording, production, and/or manufacture of Phonograph Records.

9.8. The term "Net Profits" shall mean all revenue received by Company from sales or distribution of the Masters less any applicable expenses or credits, including but not limited to manufacturing and distribution expenses or other expenses like those outlined in section 7 above, incurred in generating such revenue, after deducting our out-of-pocket expenses, taxes, and adjustments incurred in the applicable commercial exploitation of the Masters, Album, or Music Videos concerned, and/or in connection with the collection and receipt of such royalties or payments in the United States (including, without limitation, all copyright payments, all re-use payments, contributions to the American Federation of Musicians Special Payments Trust Fund or Music Performance Trust Fund, or any similar fund, and any other third-party payments and any outside legal fees incurred in drafting legal agreements related to the Masters and/or collecting such royalties or payments).

9.9. The term "Performance" shall mean singing, speaking, conducting or playing an instrument, alone or with others (whether audio only or audiovisual).

9.10. he terms “Record” or “Phonograph Record” shall mean any device, transmission or communication, whether now known or hereafter devised, on or by which sound may be recorded for later transmission to listeners, whether embodying sound alone, or sound synchronized with or accompanied by visual images, including, without limitation, discs of any speed or size, reel-to-reel tapes, cartridges, cassettes, or other prerecorded tapes, digital media of any form or configuration, any software media, or transmission of such reproductions via telephone, cable, satellite or other transmissions to consumers directly into the home.

19 ______

9.11. The term “Touring Receipts” shall mean (i) all actual gross monies (whether received and/or earned) by Artist, your group and/or the individual member(s) of your group, if any (collectively referred to in this Section as “Artist”) in excess of Five Thousand United States Dollars (US$5,000.00) per concert, prior to any deductions (e.g. prior to any deductions for any manager’s and/or agent’s share thereof), arising from any and all of Artist’s concert appearances (live and otherwise) during the term of this agreement (less only the costs of any opening acts that Artist pay) and (ii) all actual gross monies (whether received and/or earned) by Artist prior to any deductions (e.g. prior to any deductions for any manger’s and/or agent’s share thereof) arising from any acting services by Artist and all endorsements and sponsorships from the use of Artist’s name(s), voice, appearance, logo(s) and/or likeness(es) during the Term of this agreement and (iii) all actual gross monies (whether received and/or earned) by Artist prior to any deductions (e.g. prior to any deductions for any manager’s and/or agent’s share thereof) arising from any and all television, film, theater and books (e.g. biography, autobiography) during the Term of this agreement.

9.12. The term “Company Touring Proceeds” shall mean twenty-five percent (25%) of the Touring Receipts.

10. Accounting.

10.1. We shall compute royalties and other monies earned by you pursuant to this agreement on or before March 31 for the semi-annual period ending the preceding December 31, and on or before September 30 for the semi-annual period ending the preceding June 30, and shall thereupon submit to you the royalty statement for each such period together with the net amounts of royalties and other sums, if any, which shall be payable after deducting any chargeable costs under this agreement. Upon the submission of each statement we shall have the right to retain, as a reserve against subsequent charges, credits or returns, such portions of payable royalties as we shall deem necessary and appropriate in our best business judgment.

10.2. No royalties hereunder shall be payable to you in respect of records by any of our licensees or distributors until payment therefor has been received by us or credited to our account against advances previously received by us. Sales by any such licensees shall be deemed to have occurred in the semi-annual accounting period during which such licensee or distributors shall have rendered to us accounting statements for such sales.

10.3. Company or someone designated by Company shall maintain books of account concerning the sale of phonograph records and other exploitations of the Masters and Music Videos hereunder. You, or a certified public accountant, on your behalf, may, at your sole expense, examine our said books relating to the sale of records hereunder solely for the purpose of verifying the accuracy thereof, only during our normal business hours, upon

20 ______

reasonable written notice and only at the location where we maintain said books and records. Our such books relating to any particular royalty statement may be examined as aforesaid only within two (2) years after the date rendered and we shall have no obligation to permit you to so examine our such books relating to any particular royalty statement more than once. The rights hereinabove granted to you shall constitute your sole and exclusive rights to examine our books and records.

10.4. You shall be deemed to have consented to all royalty statements and all other accountings rendered by us hereunder and each such royalty statement or other accounting shall be conclusive, final, and binding, shall constitute an account stated, and shall not be subject to any objection for any reason whatsoever unless specific objection in writing, stating the basis thereof, is given by you to us within one (1) year after the date rendered. No action, suit, or proceeding of any nature in respect of any royalty statement or other accounting rendered by us hereunder may be maintained against us unless such action, suit, or proceeding is filed against us in a court of competent jurisdiction within two (2) years after the date rendered.

10.5. We shall have the right to deduct from any amounts payable to you hereunder such portion thereof as may be required to be deducted under the applicable provisions of the applicable state's tax laws or under any other applicable statute, regulation, treaty or other law, or under any applicable union or guild agreement, and you shall promptly execute and deliver to us such forms and other documents as may be required in connection therewith.

11. Warranties.

11.1. You hereby warrant, represent and agree that:

11.2. Neither the names used by you (either group or individual), the Masters, Compositions, nor any other selections embodied in the Masters, artwork, materials, ideas or other properties furnished or selected by you and embodied or contained in or used in connection with the Masters or the packaging or advertising for phonograph records hereunder, nor any exploitation or use of any of the foregoing, will violate or infringe upon any common law or statutory right of any person, firm or corporation, including, without limitation, contractual rights, trademark rights, copyrights and rights of privacy.

11.3. In rendering services with respect to the Masters hereunder, you will not “sample” or otherwise incorporate into the Masters or permit any other party to sample any copyrighted or otherwise proprietary material (“Proprietary Material”) belonging to any person other than us (such non-party herein referred to as “Owner”) without having first secured from

21 ______

the Owner a written agreement that we shall have the perpetual right to use such Proprietary Material in the phonograph records embodying the Masters and in promotional Music Videos, all either without any payment whatsoever to the Owner or upon payment to the Owner of an amount approved by us. Any such payment made by us for samples shall constitute additional recording costs hereunder.

11.4. You expressly acknowledge that your services hereunder are of a special, unique and intellectual character which gives them peculiar value, and that in the event of a breach by you of any term, condition or covenant hereof, we may be caused irreparable injury. You expressly agree that if you shall breach any provision of this agreement, we shall be entitled to elect any and all remedies provided in such event by law or equity, in addition to any other rights or remedies available to us, and we shall have the right to seek to recoup any damages incurred by us as a result of such breach from any monies which may be payable to you hereunder so long as such damages have been determined by arbitration, a court of competent jurisdiction or are otherwise recoupable in accordance with law.

11.5. You hereby agree to and do hereby indemnify, save, and hold us harmless from any and all damages, liabilities, costs, losses and expenses (including legal costs and attorneys’ fees) arising out of or connected with any claim, demand or action by a third party which is inconsistent with any of the warranties, representations or covenants made by you in this agreement. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any such damage, liability, cost, loss or expense to which the foregoing indemnity applies. We shall notify you of any such claim, demand or action promptly after we have been formally advised thereof, and you shall have the right, at your expense, to participate in the defense thereof with counsel of your choice, provided we shall have the right at all times, in our sole discretion, to retain or resume control of the conduct thereof. Pending the determination of any such claim, demand or action, we shall have the right, at our election, to withhold payment of any monies otherwise payable to you hereunder in an amount reasonably related to such claim and our estimated attorneys’ fees and expenses in connection therewith. You shall have the right to post a bond in form, amount and duration and with a bonding company satisfactory to us, and if you shall so post such a bond, we shall no longer withhold any monies hereunder in connection with the claim in respect of which such bond shall be posted.

11.6. In event Company or any of its affiliates, employees, directors, or officers (collectively “Company”) makes a payment(s), directly or indirectly (e.g. an Advance to you) that is used for your an your tour support and/or reimburses any traveling costs and/or touring costs (which costs shall be deemed an Advance), you, your group, each individual member of your group, if any, and each of your parents, spouses and your affiliated companies hereby forever releases, discharges, acquits and forgives Company and its successors, licensees and

22 ______

assigns from any and all injuries, deaths, losses, claims, actions, suits, demands, agreements, liabilities, judgments, damages (e.g. whether special, exemplary, punitive, indirect, incidental and/or consequential damages of any kind) and/or proceedings both at law and/or in equity arising from and/or in connection with your, your group’s, an individual member’s of your group, if any, concert and promotional tours (including without limitation travel from each performance venue to the next performance venue on a bus, car, plane and/or other method of transportation (individually and collectedly referred to herein as the “Transportation”)) (the “Tours”) and/or any act or omission of Company and/or any person(s) and/or entity(ies) including, but not limited to non-performance resulting from bankruptcy, reorganization, insolvency, dissolution or liquidation even if you have been advised of the possibility of such damages. You are responsible for paying and obtaining any and all required licenses, insurance and permissions in connection with the Tours (including without limitation the Transportation and all drivers and pilots thereof). You further agree that in the event of any injuries, deaths, losses, damages, claims, actions, suits, demands, agreements, liabilities, judgments and/or proceedings both at law and/or in equity arising from and/or in connection with the Tours (including without limitation the Transportation), you hereby indemnify Company. Additionally, you hereby represent, warrant and agree that (i) you, not Company, is responsible for the Tours (unless otherwise agreed to in a signed writing by Company), and any payments that Company elects to make in connection with the Tours shall not result in any liability to Company and (ii) Company shall be added as additional insureds to all of your insurance policies (e.g. liability, umbrella), as well as to all insurance policies (e.g. liability, umbrella) of each Transportation company and events venue used in connection with the Tours, and Company shall be provided with a copy of such additional insured certificates (and such certificates shall specifically state that coverage under each such policy as it pertains to Company that Company is primary regardless of any other coverage that may be available to Company). You hereby confirm and acknowledge that Company hereby disclaims any and all warranties, express or implied, in connection with the Tours, including but not limited to implied warranties of merchantability and fitness, of the Transportation and any and all drivers and pilots thereof. This release in this paragraph shall be binding upon and inure to the benefit of the parties, their successors, spouse, heirs, assigns and personal representatives. Notwithstanding anything to the contrary contained herein, nothing herein requires Company to make any payments for tour support and/or to reimburse your traveling costs and/or touring costs.

12. Distribution Agreement. 12.1. Company shall have the exclusive right to enter into a Distribution Agreement for any works created hereunder. Upon Company entering into a Distribution Agreement, then, notwithstanding anything to the contrary contained in this agreement:

23 ______

(a) Company shall have the right, at the Company's election, to extend any term(s) of this agreement to be co-extensive with the effective period of the Distribution Agreement, plus an additional thirty (30) days.

(b) From time to time, Company shall have the unrestricted right, at Company's election, to conform any one or more provisions (e.g., definitions, reserves, free goods, Term, recording commitment, sample clearance policies, royalty calculations, etc.) of this agreement to the Distribution Agreement, provided that in no event shall your recording commitment be increased without your written consent.

(c) You shall comply with all of the terms and conditions of this agreement and the Distribution Agreement to enable Company to fulfill all of its obligations under the Distribution Agreement.

3.01. You hereby agree to duly execute any letters of inducement and any other documents necessary or desirable to effectuate the terms of this agreement or of the Distribution Agreement that may be required by the Distributor or Company. In the event that you shall fail or refuse to execute any such letter of inducement or other documents within five (5) days after Company requests that you do so, you hereby appoint Company as your true and lawful attorney-in-fact to execute such letter or documents in your and Artist's name and on your and Artist's behalf. Such power of attorney is irrevocable and is coupled with an interest.

3.02. In the event of any inconsistency between the definitions herein and the definitions contained in the Distribution Agreement (if applicable), then the definitions of the Distribution Agreement shall control. Any terms defined in the Distribution Agreement which are not defined herein shall have the same meaning as in the Distribution Agreement.

12.2. All fees, costs, expenses, etc., associated with distributing any of the works created under this agreement shall be included in the calculation of Net Profits pursuant to paragraph 6.01 of this agreement.

13. Termination.

13.1. Within the initial term, we may terminate this agreement for any reason, with two (2) weeks advance notice, provided we release you from any repayment/recoupment obligation for actual or deemed advances (recoupable expenses paid on your behalf) to you through the effective date of termination. We shall have the right, at our election, either to terminate this agreement or to suspend the Term of this agreement and any of our obligations hereunder upon written notice to you if your voice or your ability to perform as an instrumentalist shall become materially impaired for more than six months (6) or if you shall refuse, neglect, or be unable to comply with any of your obligations hereunder (including, 24 ______

without limitation, your obligation to timely fulfill your recording obligations hereunder). We shall have the right to suspend the Term of this agreement if, as a result of a so-called “force majeure” event, including without limitation, any act of God, fire, earthquake, labor controversy, civil commotion, act of government or any order, regulation, ruling or action of any labor union or association of artists affecting us or the phonograph record industry or other cause of a similar or dissimilar nature not reasonably within our control or which we could not by reasonable diligence have avoided, our performance hereunder is delayed or becomes impossible or commercially impracticable. Unless we notify you otherwise, any such suspension shall be for the duration of any the event or contingency giving rise thereto, shall not alter your obligations hereunder (including your obligation to provide your exclusive recording services) and the Term hereof shall be automatically extended by such number of days as equal the total number of days of any such suspension under this agreement. No such suspension shall exceed six (6) months unless caused by your breach, by your refusal, failure or inability to comply with any of your obligations hereunder, or by force majeure type events affecting a significant portion of the recording industry. If, during any contract period of this agreement Company elects to terminate this agreement, Company may do so by notifying you in writing making specific reference to this paragraph and a payment to you collectively, in full settlement of Company’s obligation in connection therewith, an Advance equal to the applicable minimum union scale that would have been payable to you collectively if such recording commitment during the initial contract period or applicable option period had been recorded less the amount of any Advances paid under this agreement and less any monies owed by you to Company. On receipt by you of such termination notice and such payment the term of this agreement shall terminate and all parties will be deemed to have fulfilled all of their obligations except those obligations which survive the end of the term (e.g. warranties, re recording restrictions, royalty obligations).

14. Group, Artist and Leaving Member.

14.1. “Artist” shall refer to the Members of the group as presently comprised and such other individual(s) who at any given time during the Term shall then comprise the group. The substitution of, addition to, or subtraction from any of the present members of Artist shall be done only upon the prior written approval of Company, provided that any substituted individual will be deemed a party to this agreement and shall agree in writing to be bound by all the terms and conditions of this agreement. Artist shall promptly deliver to Company any documents as Company may require executed by such substituted member as Company, in its judgment, may deem necessary or advisable to effectuate the institution of such substituted member.

14.2. If any Member of Artist ceases to perform as a member of the group (“Leaving Member”), Artist shall promptly give Company written notice of such occurrence (the

25 ______

“Leaving Member Notice”). If the group disbands, each member of the group shall be deemed a Leaving Member.

14.3. None of the individuals herein named as Artist (“Present Members”) or any who may hereinafter become substituted therefore (“Substitute Members”) shall, during the Term of this Agreement record for anyone other than Company, individually or as part of any other group. Each of the Present Members and Substitute Member agree that, without limiting any of Company’s other rights and/or remedies, if there is a Leaving Member during the Term: (A) Company shall have the right to terminate this agreement with respect to the remaining member of Artist by notice given to Artist at any time before the expiration of ninety (90) days after Company’s receipt of the Leaving Member Notice. In the event of such termination, both the members of Artist shall be deemed Leaving Members as of the date of Company’s notice to Artist and the terms of this paragraph shall then apply to the other member. (B) If Company does not terminate the term of this Agreement with respect to the remaining member, the royalties or other compensations otherwise payable pursuant to the terms of this agreement with respect to such remaining Member shall remain the same.

14.4. Artist grants to Company an irrevocable option to engage the exclusive services of a Leaving Member as a song writer, composer and recording artist. Said option with respect to such individual may be exercised by Company by giving Artist notice at any time before the expiration of ninety (90) days after Company’s receipt of the demo tape (or the occurrence of the live audition, if applicable). In the event of Company’s exercise of such option Artist and such Leaving Member shall be deemed to have entered into an agreement with Company with respect to such individual’s exclusive services as a songwriter, composer and recording artist upon all the terms and conditions of this agreement except that: (i) Company shall have the right to exercise the same number of options to extend the terms of this agreement for the Leaving Member as such options are available to Company for Artist; and all royalties and compensations payable hereunder to Leaving Member shall be equal to those Company is obligated to pay Artist.

14.5 A Leaving Member shall not, without Company’s consent, use the professional name of the group in any commercial artistic endeavor; said professional name shall remain the property of the group who continue to perform their obligations hereunder and whose engagements are not terminated.

15. Standard Terms and Conditions. 15.1. All notices to be given hereunder shall be in writing and shall be sent to the applicable address set forth on signature page hereof or delivered by hand (to an officer if the party to be served is a corporation) or by registered or certified mail (return receipt 26 ______

requested), postage prepaid, or by facsimile, all charges prepaid. Except as otherwise provided herein, such notices shall be deemed given when personally delivered, mailed, or delivered to an overnight delivery service or telefaxed.

15.2. This agreement shall not be binding upon us until duly executed by you and by one of our officers. This agreement sets forth the entire understanding of the parties hereto relating to the subject matter hereof. No modification or amendment of this agreement shall be binding upon each of us unless confirmed by a written instrument signed by you and one of our officers.

15.3. You agree that the terms of this Agreement shall be strictly confidential and agree to maintain confidentially and not to, directly or indirectly, discuss, make public or in any way disclose or permit to be disclosed to any third person or entity the existence, terms or conditions of this Agreement or any of the underlying circumstances related to this Agreement, and You agrees not to use the information contained in this agreement or the negotiations leading up to this agreement for any purpose whatsoever. You shall also not make any public disparaging or defamatory statements concerning Company, or their affiliates in any way. This Agreement shall not in any way prevent You from disclosing any information in response to any lawful subpoena or court order requiring disclosure of information, provided that Company be notified and given an opportunity to prevent or restrict such disclosure in the event it is compelled.

15.4. Nothing herein contained shall constitute a partnership or joint venture by the parties hereto or impose any fiduciary relationship upon us. This agreement is not intended for the benefit of any third party.

15.5. If any provision of this agreement shall be held void, voidable, invalid or inoperative, no other provision of this agreement shall be affected as a result thereof.

15.6. The waiver of any provision or default hereunder shall not alter or affect the waiving party’s right or ability thereafter to enforce the applicable right or provision or any other right or provision hereunder. Except as otherwise provided herein, all remedies, rights, undertakings, and obligations contained in this agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking or obligation of either party.

15.7. This agreement has been entered into in the State of Tennessee, and its validity, construction, interpretation and legal effect shall be governed by the laws of the State of Tennessee. Any action based on or arising out of this agreement may only be brought in a court of competent jurisdiction in the County of Shelby, State of Tennessee. Artist consents to and hereby waives any and all objections to venue or jurisdiction in Shelby County, Tennessee.

27 ______

15.8. Unless otherwise specified herein or unless the context otherwise clearly requires, the masculine gender used herein includes the feminine and neuter genders. The grammatically plural form of any term defined in the singular form hereunder shall also be the plural form of such defined term, and the grammatically singular form of any term defined in the plural form hereunder shall also be the singular form of such defined term.

15.9. With respect to any matter hereunder which requires mutual designation or agreement, the parties agree to exercise their rights in a reasonable manner. With respect to any matter which requires the approval or consent of a party hereto, such approval shall not be unreasonably withheld.

15.10. You acknowledge that you have carefully read this agreement, that you understand and agree that we cannot advise you nor have advised you concerning it, that we have not made any representations to you concerning this agreement other than those expressly contained in writing herein, that you have the right to consult outside counsel concerning this agreement and that you have either consulted with such outside counsel or, without having consulted such outside counsel, are satisfied that you fully understand and agree to this agreement.

15.11. We shall have the right, at our election, to assign any of our rights and/or delegate any of our obligations hereunder, in whole or in part, to any third party, to any subsidiary, affiliated or related company, or to any person, firm or corporation owning or acquiring a substantial portion of our stock or assets or to a company acquiring from us the right to distribute Masters hereunder. This agreement is personal to you, and you shall not have the right to assign this agreement or any of your rights hereunder, or to delegate any of your obligations hereunder, to any firm, corporation or company other than to a corporation which stock is owned ninety percent (90%) or more by you and provided you and such corporation execute any and all documents we deem necessary to reserve all of our rights hereunder.

15.12. The parties hereto shall execute any further documents including, without limitation, assignments or copyrights, and do all acts necessary to fully effectuate the terms and provisions of this agreement. If You fail to execute such documents promptly, You hereby irrevocably grant to Company a power of attorney, coupled with an interest, to execute such documents in Your name and on Your behalf.

15.13. This Agreement shall constitute the entire agreement between you and the Company concerning the subject matter hereof and supercedes all previous agreements. The above not withstanding, any obligations that you have with respect to songwriting quotas and/or unrecouped Advances survive any previous agreements between you and Company. No provisions of this Agreement may be modified, waived or discharged unless such waiver,

28 ______

Schedule A

List of Prior Compositions and Existing Masters Being Retained by Artist

Title Artist Ownership %

30 ______

Schedule B List of Prior Compositions and Existing Masters Being Assigned

Title Artist Ownership %

31 ______

______1. NOTARY PUBLIC

My commission expires: ______

33 ______

Exhibit B

Provided that you shall faithfully and completely perform the terms, covenants and conditions of the agreement dated as of ______between ______(sometimes individually referred to herein as an “Individual Member” and collectively as the “Group”), on the one hand, and , (“Company”), on the other hand to which this exhibit is attached (the “Agreement”), Company hereby agrees to credit the applicable Individual Member’s (referred to in this exhibit as “you” or “your”) writer account (as opposed to record royalty account under the Agreement) for your writing services to be rendered under the Agreement and for the rights acquired and to be acquired under the Agreement the following compensation in respect of the Compositions (as defined in the Agreement):

(a) Twenty-five percent (25%) of any net sums actually earned and received by Company (less any costs for collection) in United States dollars in the United States from the exploitation in the United States and Canada by licensees of Company of mechanical rights, electrical transcription and reproducing rights, motion picture and television synchronization rights, print rights and all other rights (excepting public performing rights) therein, whether or not such licensees are affiliated with, owned in whole or in part by, or controlled by Company.

(b) You shall receive your writer public performance royalties throughout the world directly from the performing rights society to which you belong and shall have no claim whatsoever against Company for any royalties and/or other sums received by Company from any performing rights society which makes payment directly (or indirectly other than through Company) to writers, authors and composers. Notwithstanding anything to the contrary contained in this exhibit and in clarification of the foregoing, Company shall not be entitled to any percentage of the writer's portion of public performance monies (as opposed to the publisher's share of public performance monies) earned by the Compositions (if any) hereunder (provided writer's portion does not exceed Twenty-five percent (25%) of the total performance monies).

(c) Twenty-five percent (25%) of any net sums, after deduction of foreign taxes, actually earned and received by Company (less any costs for collection) in United States Dollars in the United States from the exploitation of the Compositions (if any) in countries outside of the United States and Canada (other than public performance royalties as provided in (b) above) from collection agents, licensees, subpublishers or others, whether or not same are affiliated with, owned in whole or in part by, or controlled by, Company.

(d) Company shall not be required to pay any royalties on professional and/or complimentary copies, on copies of print and/or otherwise which are distributed at or below Company's costs, and/or any copies thereof and/or mechanical derivatives of records (in 34 ______

any configuration) and/or otherwise which are distributed gratuitously to performing artist, orchestra leaders and disc jockeys and/or others, and/or for advertising, promotional and/or exploitation purposes. Furthermore, no royalties shall be payable to you on consigned copies thereof and/or mechanical derivatives thereof unless and until such copies and mechanical derivatives thereof have been paid for, and not until such time as an accounting therefor can properly be made. Notwithstanding the foregoing, Company shall not be required to pay you pursuant to this subparagraph unless and until Company actually receives (or is credited) in U.S. Dollars in the United States.

(e) Royalties as hereinabove specified shall be credited solely to you in instances where you are the sole author of the entire Composition, including the words and music thereof. However, in the event that one or more other songwriters are authors together with you on a Composition including but not limited to any person and/or entity engaged or employed by Company or a Company’s designee to add to, change and/or translate the words and/or to revise and/or change the music, then the foregoing royalties shall be divided into and paid in equal shares to you and the other songwriters of such Composition unless and until another division of royalties is agreed upon in writing between the parties concerned and such written agreement is submitted to Company prior to payment (and then such new division shall not take effect for thirty (30) days unless Company elects to institute the division earlier).

(f) Except as herein expressly provided, no other royalties and/or monies shall be payable to you hereunder.

(g) Company shall have the right to withhold from any amounts payable to you hereunder such portion thereof, as may be required to be deducted under the applicable provisions of the any state or federal code, statute, regulation, treaty or other law, or under any applicable union or guild agreement, and you shall promptly execute and deliver such forms and other documents as may be required in connection therewith. If Company does not receive payment in the United States dollars but receives payment in foreign currency or in a foreign country, Company shall, if able, deposit your aforementioned share of income in such currency in a depository selected by Company, at your sole expense in the country in which Company is required to accept payment and such deposit shall fulfill Company's obligation to you for such income.

(h) You shall not be entitled to any portion of any advance payments, guarantee payments and/or minimum royalty payments which Company may receive in connection with any subpublishing agreement, collection agreement, administration agreement, licensing agreement and/or other agreement relating to any or all of the Compositions.

35 ______

(i) You agree that in the event you receive from any source monies which should have been paid directly to Company, then you shall hold said monies directly in trust for the benefit of Company and shall pay said monies to Company within thirty (30) days after receipt, together with the relevant portions of any accompanying accounting statement(s) received by you.

36 ______

EXHIBIT C ASSIGNMENT OF COPYRIGHT

To the agreement dated as of ______2019 between ______, ______and ______(“Writer”), on the one hand, and (“Company”) on the other hand (the “Agreement”), for good and valuable consideration now received and pursuant to and in further consideration of the mutual promises and undertakings set forth in the Agreement with respect to the musical composition(s) described below, Writer hereby assigns, transfers, sets over and conveys to Company or Company’s publishing designee one hundred percent (100%) of all of Writer’s rights, title and interests (as well as one hundred percent (100%) of the administration) in and to each Composition[s] (as defined in the Agreement), including without limitation those set forth on Schedule “B” which is annexed hereto and incorporated herein by this reference.

The within assignment, transfer and conveyance includes, without limitation, Writer’s entire rights, title and interests in and to the lyrics, music and title(s) of the Composition(s) any and all works derived therefrom, the United States and universe-wide copyright(s) therein, and any and all renewals and extensions thereof, and any and all other rights that Writer now has or to which Writer may become entitled under existing or subsequently enacted federal, state or foreign laws, including, without limitation, following rights to reproduce the Composition(s) in copies or phonorecords of the Composition(s) and to perform and display the Composition(s) publicly. The within grant further includes the aforesaid any and all causes of action for infringement of the Composition(s), past, present and future, and all the proceeds from the foregoing accrued and unpaid and hereafter accruing.

EXECUTED this ______day of ______, 2019.

Writer:

By: ______

STATE OF ______COUNTY OF ______

Before me, a Notary Public of the State and County, aforesaid individual personally appeared. The within individual, with whom I am personally acquainted, acknowledged to me that he executed the foregoing Assignment of Copyright for the purpose therein contained.

37 ______

Witness my hand and official seal as official on this the _____ day of ______, 2019.

______My Commission Expires: ______NOTARY PUBLIC

38 ______

COLLECTIVE EXHIBIT D - DIRECTION LETTERS

Dated as of ______, 2019

To: ALL RECORD MANUFACTURERS ALL PERFORMING RIGHTS LICENSED TO MECHANICALLY SOCIETIES REPRODUCE COMPOSITIONS SPECIFIED HEREINABOVE

HARRY FOX AGENCY ALL OTHER PARTIES IN INTEREST

The undersigned has this date sold and assigned to ______(“Company”) or Company’s publishing designee an undivided one hundred percent (100%) interest (as well as one hundred percent [100%] of the administration) in and to that portion of each and every musical composition which prior to and during the term of the Agreement (as hereafter defined) is written, composed, created or conceived or acquired in whole or in part by the undersigned alone or in collaboration with another or others and/or is owned or controlled, directly or indirectly by the undersigned, alone or with another or others or as the employer or transferee, directly or indirectly, of the writers and composers thereof, including, without limitation, the title(s), any lyrics, any music and/or any other material at any time written or composed in connection with each such musical composition and all universal wide copyrights and renewals and extensions thereof (the “Compositions”). For purposes of this exhibit, the “Agreement” shall be deemed to mean the agreement dated as of ______2019 between Company, on the one hand, and ______, on the other hand, and the word “undersigned” in this paragraph includes any publishing entities owned and/or controlled by the undersigneds in whole or in part.

You are hereby irrevocable requested and directed henceforth to remit to Company or Company’s publishing designee one hundred percent (100%) of all royalties payable by you for the use of the Compositions, irrespective of when earned.

______

39 ______

40 ______

Dated as of ______, 2019

To: ALL RECORD MANUFACTURERS ALL PERFORMING RIGHTS LICENSED TO MECHANICALLY SOCIETIES REPRODUCE COMPOSITIONS SPECIFIED HEREINABOVE

HARRY FOX AGENCY ALL OTHER PARTIES IN INTEREST

______

41 ______

Dated as of ______, 2019

To: ALL RECORD MANUFACTURERS ALL PERFORMING RIGHTS LICENSED TO MECHANICALLY SOCIETIES REPRODUCE COMPOSITIONS SPECIFIED HEREINABOVE

HARRY FOX AGENCY ALL OTHER PARTIES IN INTEREST

42 ______

______

Dated: as of ______2019 American Society of Composers, Authors & Publishers ASCAP Building One Lincoln Plaza, 6th Floor New York, NY 10023

Gentlemen:

You are hereby authorized and directed to pay the undersigned's administrator, ______or its publishing designee ("Administrator"), located at ______, and the undersigned hereby assigns to Administrator, one hundred percent (100%) of all monies payable from and after the date hereof (regardless of when earned) as the publisher's share of performance royalties with respect to the Compositions described below pursuant to the agreement dated as of ______between ______, ______and ______on the one hand, and ______, on the other hand, (the “Agreement”):

That portion of those musical compositions which prior to and during the term of the Agreement written, composed, created or conceived or acquired in whole, or in part, by the undersigned alone or in collaboration with another or others and/or is owned or controlled, directly or indirectly by the undersigned, alone or with another or others or as the employer or transferee, directly or indirectly, of the writers and composers thereof, including, without limitation, the title(s), any lyrics, any music and/or any other material at any time written or composed in connection with each such musical composition and all universal wide copyrights and renewals and extensions thereof. The word “undersigned” in this paragraph includes any publishing entities owned and/or controlled by the undersigned in whole or in part. 43 ______

Copies of all statements shall be sent to the Administrator.

The foregoing authorization and direction shall remain in full force and effect until modified or terminated by the Administrator.

Very truly yours,

______

44 ______

Dated: as of ______2019 American Society of Composers, Authors & Publishers ASCAP Building One Lincoln Plaza, 6th Floor New York, NY 10023

Gentlemen:

Copies of all statements shall be sent to the Administrator.

The foregoing authorization and direction shall remain in full force and effect until modified or terminated by the Administrator.

Very truly yours,

______

45 ______

Dated: as of ______2019 American Society of Composers, Authors & Publishers ASCAP Building One Lincoln Plaza, 6th Floor New York, NY 10023

Gentlemen:

Copies of all statements shall be sent to the Administrator.

The foregoing authorization and direction shall remain in full force and effect until modified or terminated by the Administrator.

Very truly yours,

______

46 ______

(Publisher for whom work[s] presently registered)

(Form must be signed by Owner/Partner or Officer of Corp.)

Title ______

______Please print name

48 ______

THANK YOU!

Alandis Brassel [email protected] (615) 647-0709