MEMORANDUM OF UNDERSTANDING

THE OPEN MUSIC INITIATIVE

This Memorandum of Understanding (“​Memorandum”) is a non-binding statement of intention

by the undersigned proposed participant (the “​Participant”) and Berklee College of Music
(“Berklee”, and together with the Participant, the “​Parties”, and each of the Parties individually,
a “​Party”) to indicate Participant’s agreement to be a participant in the Open Music Initiative
being undertaken by Berklee (the “​Initiative”) for the development, promotion, and
implementation of an open structure set of protocols, standards, databases, and innovation
related to music rights and their associated uses (the “​Plan”). Neither Party will be legally bound
by the provisions of this Memorandum except for the paragraph designated Public Relations,
which shall remain effective until this Memorandum is terminated as described below.

The Mission and Principles of the Initiative as currently contemplated are set forth in Attachment
1 hereto (the “​Principles”). The Parties intend initially to collaborate along with other interested
participants as a working group to further develop the Principles, and to define and focus the
plans, efforts, programs, and strategies of the Initiative. Berklee would seek
support/participation for the Plan from Participant and other parties from academia, industry,
artists, government and non-governmental organizations, and other third party funding sources.
Being a participant in the Plan may include involvement in advisory councils, committees,
working groups, and other responsibilities with respect to the Initiative.

Participant intends to assist Berklee, as reasonably necessary, in preparing and promoting,

advancing and contributing to the Initiative and the Plan.

It is anticipated that the general scope of involvement will be defined during the preparation
phase, which will take place between March 2016 and December 2020

Public Relations. Participant hereby expressly grants to Berklee the right to indicate in any and
all press releases, presentations, marketing materials, and other promotional materials,
Participant’s participation and involvement in the creation and proposed activities of the
Initiative, and its support and sponsorship of the Plan, ​provided however​, the provisions of this
paragraph shall terminate and be of no further force or effect upon termination of this
Memorandum as provided below. Participant will not issue any press releases or make any
other public statements about its potential collaboration hereunder without the express prior
written approval of Berklee.

The collaboration between the Parties may include, among other things, the following activities:

1. Participant’s support of the Principles, as from time to time modified and amended.
2. Collaboration as a member of a working group to define and conduct the research and
other activities defined in the Plan.
 3. Participant’s ongoing contribution to the Initiative of resources, data, and thought
leadership.
4. Opportunities to develop and collaborate in additional research activities of mutual
interest.
5. Cooperation in a variety of programs and potential research linkages and information
exchange in the areas of mutual interest.
6. Activities as defined in the Plan.

Either Party may terminate this Memorandum at any time and for whatsoever reason, by
providing thirty (30) days written notice to the other Party.

This Memorandum does not represent any commitment with regard to funding on the part of
Participant, nor with regard to the level of participation in the Initiative. Any such commitment
shall be reflected in separate written agreements. Participant understand that this Memorandum
shall not represent any commitment on the part of Berklee to give preferred or exclusive
treatment to Participant in any matter contemplated under this memorandum or otherwise.

Further, Participant understands that this memorandum does not represent any right of
Participant to any ownership, license, or other rights in any developments of the Initiative or any
of its methods, materials, technologies, approaches, concepts, work product and/or any
know-how arising out of or related to the Plan or the activities relating to the Initiative.

Participant Berklee College of Music

__________________________ BERKLEE COLLEGE OF MUSIC

By: _______________________ By:

Role/Title at Company: ______________

Signing on Behalf of: Company

Individual

Date: _____________________ Date: ____​03/24/2016​__________

EXHIBIT A

Mission

The mission of the Open Music Initiative is to promote and advance the development of open
source standards and innovation related to music.

Principles

1. We believe today’s technologies can be applied to radically simplify the way music rights
owners are identified and compensated, resulting in sustainable business models for not
only artists, but entrepreneurs and music businesses as well.
2. Music should be accessible by everyone, everywhere at any time and anywhere in a
manner that benefits both creator and consumer.
3. The benefit of growing music consumption must be reflected in the incomes of all music
creators and rights owners.
4. Modern music creation process, music consumption and globalized demand require a
radical reimagining of licensing and compensating for music.
5. Open processes promote innovation, accessibility and trust.
6. Commercial involvement in the development, promotion and understanding of music
standards and rights is key to the balance of private and public benefit.
7. Open standards promote entrepreneurship and investment, which are key to the
long-term viability of a commercial music industry.