DIGITAL DISTRIBUTION

AGREEMENT
BETWEEN

DVPPER DIGITAL LIMITED

AND

Cover Page:
DAPPER DIGITAL CONTRACT INFORMATION

Sourcing Manager

Account Manager

CONTENT PROVIDER LEGAL INFORMATION

Name Of Content Provider Franklyn Prince Dickson

Account Name dickson franklyn prince
Country Of Content Provider Nigeria
 Signatory on Behalf of Content Provider (if
any)
Email bookfrankiepd@gmail.com
Phone 07064483692
Full Address: Line
1
no 22 chief sampson ebiri street
Address:
no 25b onukwuru street close eagle junction
Line 2
Address:City: Port Harcourt
Area
Code: 084
Country: nigeria
CONTRACT TERM

Contract Signature Date

Initial Term

FINANCIAL TERMS DIGITAL DISTRIBUTION

Main Royalty Rate. For “You”; 70%

Price Optimisation YES

SCOPE OF CONTRACT

Territory for Digital Distribution Worldwide

THIS DIGITAL DISTRIBUTION AGREEMENT is made this 2023

(“Effective Date”)

BETWEEN

DVPPER DIGITAL LIMITED a private limited liability company incorporated under the laws
of the Federal Republic of Nigeria with registration number 1690977 and having its registered
address at
(hereinafter referred to as (“Dapper”) which expression shall where the context so
admits include its successors-in- title and assigns) and:

AND

of

(hereinafter referred to as “You”

which expression shall where the context so admits include its successors-in title and assigns
of its copyright).

(As used in this agreement, “Party” means each of Dapper and You and “Parties” means You
and Dapper together.)

INTRODUCTION:

1. You own or control the copyright and all other rights in and to Your Recording (s) (as
defined herein).
2. Dapper has (by itself and through arrangements with third parties) established a range
of facilities and services (the “Digital Distribution Services”) to enable:
3. (a) sound recordings to be exploited by Digital Distribution or in connection with
Mobile Applications; (b) the creation, development and use of software and
applications to facilitate the promotion of sound recordings and recording artists.
4. You wish to have Dapper provide You with Digital Distribution Services for Your
Recording and subject to the terms and conditions set out in this agreement.

2. AGREEMENT.

1. In consideration of the mutual agreements set out in this agreement, You and Dapper
agree the terms and conditions set out in this exclusive agreement.

2. As used in this agreement, the following words and expressions shall have the
following meanings:

a. Controlled Composition means any composition (including words and/or music)

written and/or composed and or controlled in whole or in part (but if in part to the
extent of that part) by You;
b. Digital Distribution means the facilities and services described in the Introduction
paragraph above;
c. Digital Distribution means any transmission, distribution, dissemination or making
available of Your Recording/Recordings, Your Metadata, and /or Your Cover
Artwork (or their digitized content) by any means now known or invented in the
future including, but not limited to, telephone, satellite, broadcast, wireless, cable
and/or the internet and includes the use of Your Recording/Recordings, Your
Metadata and/or Your Cover Artwork in Mobile Applications and the manufacture,
distribution and sale of Discs on Demand but excludes the manufacture,
distribution and sale of records (other than Discs on Demand) in physical formats;

d. Digital Distribution Service means any third-party licensee (excluding the Excluded
Digital Distribution Services) with whom Dapper has entered, or may during the
Term enter, into a digital distribution agreement which Dapper may authorize to
carry out the marketing, distribution or other use of Your Recording/Recordings,
Your Metadata and Your Cover Artwork;

e. Mobile Application means any function, facility or application now existing or in

the future invented, developed or implemented which is or becomes available for
the use or dissemination of sound;

f. Your Cover Artwork means album cover artwork and any other artwork or images
relating to You and/or Your Recording that You Upload or otherwise provide to
Dapper;

g. Your Metadata means the digital information conveying information regarding any
of Your Recordings, such as the names of the artists, authors and composers, the
artist biography, the title of the album, the name of the song, the name of the
 record company, the description of the album, the lyrics of the songs, the track
and album pricing information, concert information, music genre and such other
elements as may be required by Dapper pursuant to the Terms and Conditions;

h. Your Recording means the video or audio recording/recordings made before or

during the Term that is owned or controlled by You including, without limitation:
(i) the audio or video recording(s) listed in Appendix C; and (ii) the audio or video
recording(s) Uploaded by You;

3. DISTRIBUTION BY DAPPER:
Dapper agrees, during the Term and in the Territory, to make its Digital Distribution
Services available to You for the purpose of:

a. Enabling Your Recording, Your Metadata and/or Your Cover Artwork to be exploited
through Digital Distribution (including Mobile Applications), other than such Excluded
Digital Distribution Services as listed in Appendix B;

b. Arranging opportunities for You to participate in Mobile Applications by means other

than (or additional to) exploitation of Your Recording, Your Metadata and/or Your
Cover Artwork by means of Digital Distribution;
4. GRANT OF RIGHTS:

To enable Dapper to make its Digital Distribution Services available to You, You hereby
exclusively grant to Dapper, during the Term and throughout the Territory the licence and
consent to (and to authorise Digital Distribution Services to) store, reproduce, convert,
digitize, copy and encode Your Recording, Your Metadata and Your Cover Artwork in
digital format and to exploit Your Recording, your meta data and Your Cover Artwork by
Digital Distribution including, without limitation, the rights to:

a. Distribute, promote, stream and make available Your Recording, Your Metadata and
Your Cover Artwork in digital form, as individual tracks, entire album, video (including
videos created using Your Music, Your Cover Artwork and Your Metadata) to Digital
Distribution Services; and either on-demand or as part of an internet radio or video
service, including but not limited to social media such as YouTube or Facebook;

b. Use Your Recording/Recordings, Your Cover Artwork, Your Metadata, your name and
professional name and likenesses, images and photographs of, and biographical
material relating to You in connection with Digital Distribution Services, including their
use in any mixed or unmixed digital compilations and/or in any marketing materials to
promote You and/or Your Recordings, Your Cover Artwork and Your Metadata, in
eventual association or not, with the corresponding lyrics;

c. Subject to Your prior approval over the selection of Your Recording use and/or
distribute Your Recording as free downloads, as part of a campaign to promote Your
Recording and with a view to increase sales of Your Recordings;
 d. In order for Dapper to distribute and exploit your Recording, you irrevocably and
unconditionally waive and (where waiver is not permitted by law agree not to assert
against Dapper or any Digital Distribution Service) any and all moral and like rights that
You have in Your Recording, Your Metadata and/or Your Cover Art Work and the
compositions embodied in them.

e. To the extent that the rights granted to Dapper under this agreement require the
consent of third parties (as would be the case, for example, if a third party owns the
copyright in one or more Your Recording) You specifically confirm (without limiting the
warranties given in this agreement) that You have obtained the prior written consent
of those parties to enable You to grant the rights granted to Dapper under this
agreement.

f. Dapper may, during the Term, subject to your consent and approval grant to third
parties licences which extend beyond the Term if granted in the ordinary course of
business and in good faith. Those licences shall not be affected by the expiry of the
Term.

g. For the avoidance of doubt and notwithstanding anything to contrary contained in this
agreement, licenses granted in terms of this paragraph may extend for periods beyond
the Term and shall not be affected by the expiry of the Term, provided that (a) Your
prior consent and approval will be required before Dapper may grant any such license
which extends for a period beyond five (5) years; and (b) notwithstanding the expiry
of the Term, Dapper shall continue to be bound by the reporting and payment
obligations in terms of clause 8 of this agreement for the duration of such license.

5. TERM:

The “Term” of this agreement shall commence on the date of this agreement and
when the recording(s) is/are supplied by You to Dapper for digital distribution and shall
be for an initial period of FIVE YEARS (5) (the “Initial
Period”) and shall thereafter renew indefinitely for successive periods of one (1) year
each unless and until terminated by either Party giving to the other Party not less than
three (3) months written notice expiring at the end of the Initial Period or any
subsequent one (1) year period following the end of the Initial Period.

6. TERRITORY:

The “Territory” of this agreement shall be the World other than such excluded
territories as listed in Appendix A.

7. REPRESENTATIONS, WARRANTIES AND INDEMNITY:

a. You undertake, represent and warrant that:

i. You have the full right and authority to enter into this agreement and to grant the
rights contained herein and have neither done nor will do anything which would
derogate from Dapper rights under this agreement;

ii. You have the full authority to act on behalf of any and all owners of any right, title
or interest in and to Your Recording, Your Metadata, Your Cover Artwork and any
other material You provide to Dapper;

iii. You own or control the rights necessary to make the grant of rights under this
agreement and the exercise of such rights by Dapper and/or any Digital
Distribution Service and/or shall not violate or infringe the rights of any third party;

iv. You shall provide Dapper with a minimum of recording

(s) (audio or video -recording and/or audio-visual, recording) for digital
distribution services by Dapper which shall be contained in Appendix C and same
can be updated with new recordings from time to time if you intend to include
more recordings for
digital distribution services in addition to the minimum
recording(s) (audio or video-recording and/or audio visual recording) and
such additional recording(s) later added electronically or by physical writing
by Dapper and same shall also be bound by the terms of this agreement.

v. All expenses related to the recording of Your Recording, Your Metadata and Your
Cover Artwork were or will be paid in full and in no event, shall Dapper be held
responsible for any payment of any amounts related thereto;

vi. You have acquired or will acquire prior to delivery to Dapper, in writing, from all
artists and musicians who have performed on Your Recording the rights necessary
to make the grant of rights under this agreement including (without limitation) all
consents under the Copyright Act Cap C28 Laws of the Federation of Nigeria 2004
(as subsequently varied and amended) and You hereby grant to Dapper all such
authorisations and consents. You hereby waive (and will procure that each artist
and musician who has performed on Your Recording will waive) any so called moral
rights pursuant to the Copyright Act Cap C28 Laws of the Federation of Nigeria
2004 or otherwise save for the right (where applicable) to be identified as the
artiste in respect of Your Recording (as applicable).

vii. You have paid and will pay any and all amounts payable directly or indirectly to
any rights holder (including, without limitation, all authors, composers and
publishers of musical compositions embodied in Your Recording in connection
with the use of Your Recording, Your Cover Artwork under this agreement
provided that Dapper shall have the option (but not the obligation) to pay on Your
behalf any and all amounts payable directly or indirectly to any authors, composers
and publishers of musical compositions embodied in Your Recording;

viii. Your Recording does not infringe upon the rights of any person or company or
violates any law or regulation;
 ix. You have acquired or will acquire prior to delivery of the applicable Your Metadata,
in writing, from all artists the rights necessary to use their name and/or
professional name in Your Metadata in connection with the Digital Distribution of
Your Recording (Music);

x. Your Recording, Your Metadata and Your Cover Artwork (and the compositions
which they reproduce) are not defamatory or obscene, do not infringe or violate
the rights of any person, and do not violate any law or regulation in any territory
authorized for Digital Distribution;

xi. You will not incur any liability on behalf of Dapper or represent that You are
entitled to do so;

xii. The Controlled Compositions will be available to Dapper and all Digital Distribution
Services, during the Term and in the Territory, for use in connection with Digital
Distribution:
1. at the statutory or (if none) standard industry rate in each country for the licensing of
copyrighted material for Digital Distribution; and

2. free of charge and without restriction for use (including on the Dapper Tools) in
connection with the advertising and promotion of Your Recording.

xiii. Your Recording does not contain any un-cleared master or publishing samples,
and You shall supply Dapper with full details of all such samples and all
clearances obtained prior to execution of this agreement. In the event that it
subsequently transpires than any element of any such sample has not been
fully cleared then Dapper (without prejudice to its other rights) shall have the
right to require You to obtain such clearance or to attempt to clear such usage
itself provided always that You shall have the right to reasonably approve any
such sample clearance costs in each instance. You hereby agree to remove any
samples that may be embodied in Your Recordings for which clearance on
commercial terms cannot be obtained from the appropriate party. Any costs
incurred by Dapper in obtaining clearance from such third parties in connection
with said samples shall be deductible in full from any monies becoming due to
You hereunder.

xiv. You undertake to maintain your legal, fiscal and banking information. All
possible changes are to be updated without delay and all corresponding
supporting documents transmitted to Dapper. You guarantee Dapper against
any legal proceeding on this matter.

b. Dapper undertakes, represents and warrants that:

1. Dapper has the full right and authority to enter into this agreement;
2. Dapper shall not use or exploit Your Recording in a way that is inconsistent with the
rights granted pursuant to this agreement;
3. Dapper will use all reasonable endeavours to ensure its licensees account promptly
and in line with the terms of its agreement with each of them.
4. Dapper will keep full and accurate books of accounts.
5. On receipt of written notice from You that there is any issue with ownership or control
of the rights to any of Your Recording, Dapper may take down (and where applicable
issue take down notices to Digital Distribution Services) to such content within 3
business days of receipt of such notice from You. In any event Dapper may take down
Your Recording (and issue take down notices to Digital Distribution Services) within
one (1) month of written notice from You and Dapper shall ensure it is a provision of
its contract with Digital Distribution Services to take down such content in the
aforesaid timeframe provided all outstanding duties and responsibilities to Dapper
have been fulfilled to its satisfaction.

c. You indemnify Dapper and hold Dapper harmless from and against any and all
reasonable losses, damages and costs, including internal Dapper administrative costs
and reasonable legal fees arising out of or by reason of any agreed or adjudicated claim
that is inconsistent with or arising out of or by reason of any material breach of
the representations, warranties, grants, undertakings or agreements given under this
agreement, that is claimed against Dapper or upheld by a court of competent
jurisdiction.

d. In the event Dapper is notified of a third-party claim in connection with Your

Recording, Your Metatadata and/or Your Cover Artwork, Dapper will have the right to
immediately suspend all Digital Distribution Services to You and the payment of any
amount of Digital Distribution Income owed to You until the claim has been resolved,
solely with regard to the Recording, Metadata or Cover Artwork at issue. In the event
Dapper requests the takedown of Your Recording, from the various download and
online communication platforms, Dapper shall not be held liable for any possible delay
by these platforms in proceeding with the withdrawal Dapper‘s responsibility is limited
to the sending of a written or electronic takedown request (or by any other form of
correspondence) and if appropriate, to the sending of a reminder for the withdrawal
of Your Recording. You expressly acknowledge Dapper’s absence of responsibility in
such a case. Dapper shall further be entitled to terminate this agreement and such
termination shall not prevent Dapper to seek indemnification under this agreement.
Dapper will provide prompt notice to You of any claims or takedown notices it receives
relating to Your Music and assist You with any resolution of such claims if You so
request.

e. You shall, at the request and expense of Dapper do all further acts, deeds and things
and execute all further documents, deeds and instruments from time to time
necessary to vest in Dapper, the rights granted by this agreement and for the
protection and enforcement of those rights.

8. DISTRIBUTION FEES, REPORTING AND PAYMENT:

a. In consideration of the Digital Distribution Services provided by Dapper you agree that
Dapper shall be entitled to:

• collect and receive one hundred percent (100%) of Digital Distribution

Income; and
 • deduct and retain the Distribution Fees from Digital Distribution Income,
as described in Appendix D as 30% and pay You 70% in accordance with
clause (b) below.

b. Within ninety (90) days after the end of each calendar quarter, Dapper shall make
available in Your Personal Account or via email a detailed statement and payment of
royalties of the Digital Distribution Income, received by Dapper during such calendar
quarter, the deductions from such Digital Distribution Income, made pursuant to
clause 8.a and the amount payable to
You within ninety (90) days at the end of each quarter wherein payment obligations
shall arise. If the net amount of such Digital Distribution Income payable to You
exceeds two hundred US Dollars ($200), You shall be able to issue a request in Your
Personal Account or via email and Dapper shall pay You your royalties after the end of
each calendar quarter within 90 days thereafter by wire transfer or by any other
decided means as follows: requests for payment received before the 14th of the
month may be paid on the 15th; requests for payment received after the 14th may be
paid on the 30th of the month. To the extent not paid to You, the net amount of such
Digital Distribution Income, payable to You will be rolled into the following quarter.
Payments will be made via Bank Transfer. Such payments may be subject to transfer
fees which are to be deducted from Your royalty payment.

c. The net amount of Digital Distribution Income payable by Dapper under this
agreement is inclusive of royalties and other payments which are due to any individual
producer, mixer or re-mixer of Your Recording or any other person to whom a royalty
or other money is payable, all union and similar payments and the owner of Artist’s
Recording if that is someone other than You.

d. At any time within one (1) year after any statement is made available to You under
this agreement, You may give Dapper 60 days written notice of Your intention to
appoint a Chartered or Certified Accountant (either an individual or a firm) to
commence an examination of the books of Dapper as it relates only to the earnings
from the recording insofar as they relate to payments to be accounted under this
agreement. The examination may be commenced within three (3) months from the
date of the challenge or objection, but not later. Dapper shall allow the accountant to
conduct the examination on reasonable notice and during normal business hours. You
agree that the period of limitation of any action by You based on any accounting failure
or error is one (1) year from the date on which the relevant statement was or should
have been made available to You.

e. In the event of any such examination of the books of Dapper revealing an agreed
underpayment Dapper shall pay You the amount of the underpayment together with
interest thereon at the rate of 1% per annum for the time being in force from the date
payment should have been made to the date of actual payment and in the event that
such underpayment is in excess of Three thousand dollars ($3,000) or 10% of the
monies due (whichever is greater).

9. DISPUTE RESOLUTION:
a. Any difference, controversy or dispute arising out of or connected with this agreement
or the breach thereof which cannot be mutually resolved by amicable discussions
within 14 days between the parties shall first be referred to an independent music
industry expert whom shall be appointed jointly by the parties. In the event that the
dispute cannot be resolved within 30 - 60 days by the expert or failure to settle on
whom to pick as the independent music industry expert, in furtherance hereof, shall
be settled by arbitration in accordance with the Lagos State Court of Arbitration Law
(No.17 of 2009). In compliance with the arbitration under the Lagos Court of
Arbitration and the Rules of the Lagos Court of Arbitration as may be amended from
time to time.
The arbitration panel shall be made up of a single arbitrator, appointed by the
President, Lagos court of arbitration on the application of either Party. (Notice of such
application being given to the other party), provided that the arbitrator so appointed,
shall not be a present or former employee, agent, consultant or counsel to either party
and that his or her appointment will in no way constitute a conflict of interest. Each
Party shall bear its own costs and expenses. The arbitration shall be held in Lagos,
Nigeria.

b. The parties both agree that in no circumstances will either party publicize any dispute
arising or connected to this agreement on any public platform including all social
media platforms. The parties understand that publicity of this nature can cause serious
damage to the other party which damage may result in financial claim against the
party who breaches this provision.

10. GENERAL PROVISIONS:

a. The parties agree on behalf of itself and any of its assigns or person claiming by, under
or through this Agreement that this Agreement may be executed in wet ink or by
electronic means provided that such electronic execution shall have the same legal
effect as the wet ink signature and shall be deemed to have been signed by such party
or any of its assigns for the purposes of any statute or law that requires an handwritten
signature.
b. The parties further acknowledge and agree that in any proceedings that might arise
between them or connected in any way relating to this agreement, each party
expressly waives any right to raise any defence or waiver of liability based upon the
execution of this agreement by a party by means of an electronically produced
signature.
c. Except as provided otherwise, this agreement may be terminated by a mutual
understanding and written consent of the parties.
d. Upon termination or expiration of this agreement, Dapper undertakes to send one
take down notice of Your Recording, Your Metadata and Your Cover Artwork to all
Digital Distribution Services, and when necessary a second follow-up take-down
notice, but, in no event, shall Dapper be held liable for any delay or failure to takedown
Your Recording, Your Metadata and/or Your Cover Artwork, by any Digital Distribution
Service. Dapper shall be entitled to keep a copy of Your Metadata for the purpose of
reporting and archiving Digital Distribution information.
e. You irrevocably grant to Dapper the right to assign any or all of its rights and
obligations under this agreement.

f. Dapper shall have the sole right of termination of this agreement with convenience
without prior notice.
g. If Dapper is required to obtain Your approval on any matter, your approval shall not
be unreasonably withheld or delayed and is deemed given if You fail to notify Dapper
of Your disapproval in writing (giving written reasons) within five (5) working days of
approval being requested.
h. You acknowledge that You have been advised by Dapper before signing this
agreement to seek independent expert advice on the contents of this agreement to
enable You fully to understand the terms of this agreement.
i. No waiver of any breach of any term of this agreement is a waiver of any preceding or
succeeding breach of the same or any other term.

j. Any notice, approval, request, authorization, direction or other communication under

this agreement shall be sent by electronic mail to the email address provided to and
by You in Your Account and shall be deemed to have been received on the business
day on which they are sent except that public holidays and the period between the
Friday prior to the 25th December in each year and the first working day of the
subsequent year (inclusive) are excluded.

k. This agreement contains all the terms agreed between the Parties and replaces all
previous agreements written or oral on the subject matter of this agreement and may
not be varied except in writing signed by the parties to this agreement.

l. Where You are more than one individual, Your obligations under this agreement are
joint and several and apply to each member of You as a member of a group and
individually.

m. Save to the extent expressly set out herein this Agreement is not intended to nor shall
it create any rights, entitlements, claims or benefits enforceable by any person that is
not a party hereto. Accordingly, save to the extent expressly set out in this Agreement,
no person shall derive any benefit or have any right entitlement or claim to this
Agreement.

n. The parties agree on behalf of itself and any of its assigns or person claiming by, under
or through this Agreement that this Agreement may be executed in wet ink or by
electronic means provided that such electronic execution shall have the same legal
effect as the wet ink signature and shall be deemed to have been signed by such party
or any of its assigns for the purposes of any statute or law that requires an handwritten
signature.

o. This agreement and any dispute or claim (contractual or non-contractual) shall be

governed by, and construed in accordance with Nigerian Law, whose courts shall have
exclusive jurisdiction in respect thereof subject to the provisions of Clause 9 and after
 the exhaustion of all necessary pre-action protocols. Any judgment obtained in the
Nigerian courts may be enforced in any other jurisdiction.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in the manner
below, the day and year first written above.

EXECUTED by Dvpper Digital Limited (“Dapper”):

Director’s Signature & Date. (Mr. Damilola Akinwunmi)

In the presence of:

Signature:

Full name:

Occupation:

Address:

EXECUTED by the within named Franklyn Prince Dickson (“You”);

SIGNATURE:

DATE: 23/03/2023

APPENDIX A
List of territories where Your Recording (s) should not be distributed (If a territorial
restriction applies only to a specific album, it should be indicated in Your Metadata)

NONE
 APPENDIX B
List of digital music services on which Your Recording (s) should not be distributed;

NONE
 APPENDIX C

Your Recording(s):

1. Away

2. Love

3. Thoughts

4. Game

5. Wait
 APPENDIX D

FINANCIAL CONDITIONS

As used in clause 8 of this Agreement, “Distribution Fees” means Dapper’s revenue share
equivalent to the following percentages:

IN THE CASE OF DIGITAL DISTRIBUTION OF YOUR RECORDING(S);

Thirty Percent ( 30 %)

DEFINITIONS

“Digital Distribution Income” means Dapper’s actual net receipts solely and identifiably
attributable to Digital Distribution of Your Recording after deduction of: (i) VAT or similar sales
or service taxes; (ii) all fees levied upon, commission fee or charges in respect of such Digital
Distribution; and (iii) all amounts due to authors, composers and publishers of musical
compositions embodied in Your Recording that have been paid or accrued by Dapper: