WHEREAS, Composer is the sole owner/controller of certain original master

recordings and the underlying original compositions (both words and music),
listed in Schedule A, and desires to engage Publisher to include such
master recordings and compositions in Publisher’s catalog for placements in
Film, Television, Advertising, Web, Game, Broadcast, Streaming, Video-on-
demand, and any other forms of media regardless of the technological
vehicle of transmission requiring music usage.
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WHEREAS, Publisher desires to pitch, promote, leverage and distribute the
Original Master Recordings (“Composition”) to third parties; to issue
License(s), administer and collect all revenues from each Licensed Use; and
compensate Artist for Licensed Uses.

I. DEFINITIONS.
"Composition" is defined as the Original Composition(s) as defined below
and Original Master Recording(s) as defined below, both individually and
collectively, including words and lyrics of original musical works written
and/or performed by Composer.
“Licensed Use” shall mean the particular use or form of leverage,
irrespective of length, of a Composition by a third party pursuant to a
License granted by Publisher.

II. APPOINTMENT. Publisher is appointed as Composer’s exclusive

administrative representative for master recordings of original composition/s
in accordance with the “Schedule A”, during the Term (as defined below) to
the United States of America, Canada and the rest of the world. In that
capacity, publisher will seek to leverage in all Licensed Uses that generate
income for Composition(s) listed on the Schedule A.

Composer consents to the use during the Term of Composer’s approved

name, future approved name, approved aliases, approved likeness, and
approved biographical material for the purpose of advertising and promotion
of these Compositions. Publisher agrees to represent Composer as the sole
creator, or as one of the creators, of said Compositions and agrees to exert
reasonable efforts in representing Composer’s name and likeness for resume
building purposes.

NOW THEREFORE, in consideration of the promises and the mutual

covenants and agreements in this Agreement, and for other good and
valuable consideration, which you acknowledge receiving, we both agree
as follows:

IV. OBLIGATIONS.

A) Publisher will use its best efforts to place Compositions in Film, Television,
Advertising, Web, Game, Broadcast, In- Store use, and other technical
Industries requiring music usage by submitting music and working in
conjunction with music supervisors, producers, networks, A&R & all other
decision makers in the United States, Europe, Asia, and all the other countries
in the world for a period of five (5) years

The Compositions referred to are as follows:

1)
2)
3)

B) Publisher will target projects where Composer’s material fits the project
synopsis and music sought.

C) Publisher may place Composer’s Masters on samplers, both digital and

physical, to distribute on a free basis and only in relation to potential
placement, pitching, marketing or branding projects.

D) Publisher is free to introduce and leverage the musical compositions in

the manner that the Publisher deems appropriate. This includes, but is not
limited to, offering the recordings as digital download to clients and
presenting the recordings (and associated files) for auditioning purposes to all
visitors of the website. The purpose is to enable third party music supervisors
and other decision makers to search for and listen to the Masters for
consideration in placement projects.

VI. PAYMENT.

A) In exchange for the grant of rights herein, Publisher shall pay all
costs and expenses of packaging, promoting, and distribution of the
Compositions.

B) Publisher shall collect 100% of the monies directly from a third party,
and shall pay to Artist / Composer the following for use of the
Compositions:

Fifty percent (50%) of the Sixty Six percent (66%) of the Gross Receipts,
derived and actually collected by Publisher for use of the Compositions in a
feature film, television program, independent film, documentary, video game,
commercial advertisement, promotional trailer, or web series or any other
income generating opportunities.

Fifty percent (50%) of the Sixty-Six percent (66%) of the Gross Receipts
derived and actually collected by Publisher in regards to mechanical fees
and/or artist record royalties resulting from soundtrack inclusion.

Fifty percent (50%) of the Sixty-Six percent (66%) of the resulting AFTRA
(American Federation of Television and Radio Artists), AFM American Film
Market), and/or SAG (Screen Actors Guild) payments offered to Publisher,
Composer and/or Artist as a result of an on-screen performance or other
related AFTRA, AFM, and/ or SAG payments which resulted from Sub-
Publisher’s efforts.

The above-mentioned payment may either be a one-time payment or lump

some with quarterly royalties as in the case of a continuing project e.g. TV
series.

It is the responsibility of the Composer to maintain updated contact

information with the Publisher by letting them know of any changes to
mailing addresses, phone numbers or email addresses.

VII. Except as herein above expressly set forth, Publisher shall otherwise
have no other obligation to make any payment to or on behalf of
Composer arising out of the exploitation of the Compositions by Publisher
or its licensees, agents, or sub- licensees, in any manner or media, at any
time.

VIII. Any legal action brought by Publisher against a third party for any
alleged infringement of the Compositions shall be initiated and prosecuted
at Publisher’s sole expense.

IX. INDEMNIFICATION
Composer hereby indemnifies and holds Publisher harmless against all
costs, expenses (including reasonable attorney's fees and
disbursements) and damages which Publisher may incur as the result of
any bona fide claim in which it is asserted that any warranties,
representations or covenants made by Composer in this agreement have
been breached or in which assertions are made which are inconsistent
with any of such warranties, representations or covenants.

X. This Agreement is binding upon and shall endure to the benefit of the
parties hereto and their respective successors and permitted assigns.
Termination of this Agreement shall in no way limit Publisher’s right to
receive monies due to Publisher as a result of any exploitation of said
Compositions during the Term.

Publisher’s signature below together with the Composer’s signature shall

make this a valid, binding, and enforceable contract between them.
Facsimile and Scanned signatures shall be binding, the same as ink
signatures.