MUSIC LICENSE AGREEMENT

This Music License Agreement (this “Agreement”) is made and entered into on (date,
2022) between Warner Chappell Production Music, a corporation (“Licensor”) based
in New York City, United States and Trend Media based in Vinh City, Nghe An
Province, Vietnam (“License”/”You”/”Your”) (collective the “Parties”).

WHEREAS, Licensor is the sole and exclusive owner of the intellectual

property rights to the following list songs:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

And has the right to grant all of the license rights contemplated to be provided under
this Agreement.
WHEREAS, Licensor desires to license these rights to Composition for the purpose of
promoting these songs through its inclusion within videos created and published
during the Term.
NOW, THEREFORE, in consideration of the promises, conditions, covenants and
warranties herein contained, the Parties hereby agree as follows:

A. Rights Granted

Subject to the terms and conditions of this Agreement, and provided License is not in
material breach or default of this Agreement, Licensor hereby grants to License a
personal, limited, non-exclusive, royalty free license and privilege worldwide

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(“Territory”) to host, public, stream, monetize, promote, edit, synchronize to visual
work, and dispute any/ all conflicting ownership or third party claim of the tracks
uploaded to PARTY B’s Youtube channels, specified in following purpose during the
Term, as specified in clause B thereto:
1. Use of the Songs as background vocal/ instrumental in one (1) or more videos
that You create for Your social media channel (“Video”), and to broadcast
such Videos into any country within the Territory;
2. Publicly perform the Songs as synchronized in the broadcast or exhibition of
the Videos by means of non-downloadable internet on all streaming platforms,
subject to compliance with the following requirements:
(a) All Videos uploaded in connection with this License during the Term will
include one of the following:
● Verbal mention of the Song within Video body, indicating where the Song
can be legally accessed for purchase or streaming;
● An end title card/ indication of where the Song can be legally accessed for
purchase or streaming.
(b) Under no circumstances is the exploitation of the Song to be considered a
direct endorsement with any individual product, or brand, that may appear
in the Videos.

B. Term and Termination

1. Term: This Agreement shall commence on the Effective Date and shall
continue in full force and effect until terminated as provided herein.

2. Termination by Licensor: Licensor reserves the right to terminate this

Agreement immediately upon written notice to Licensee in the event of a
material breach of any provision of this Agreement by Licensee.

3. Termination by Licensee: Licensee may terminate this Agreement upon thirty

(30) days' prior written notice to Licensor if Licensor is in material breach of
any provision of this Agreement and fails to cure such breach within the thirty
(30) day notice period.

4. Effect of Termination: Upon termination of this Agreement, all rights and

licenses granted to Licensee hereunder shall immediately cease, and Licensee
shall immediately cease all use of the Licensed Music. Licensee shall promptly
return or destroy all copies of the Licensed Music in its possession or control.

5. Survival: Sections pertaining to intellectual property rights, representations and

warranties, indemnification, limitations of liability, and miscellaneous
provisions shall survive any termination or expiration of this Agreement.

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 C. Representations and Warranties

1. Licensor's Representations and Warranties:

Licensor represents and warrants that it is the sole and exclusive owner of the
intellectual property rights to the Licensed Music and has the full right, power, and
authority to enter into this Agreement and grant the rights granted herein. Licensor
further represents and warrants that the Licensed Music does not infringe upon the
rights of any third party.

2. Licensee's Representations and Warranties:

Licensee represents and warrants that it will use the Licensed Music only for the
purposes specified in this Agreement and in compliance with all applicable laws and
regulations. Licensee further represents and warrants that it will not use the Licensed
Music in any manner that infringes upon the rights of any third party.

D. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, United States, without regard to its conflicts of law principles.
Any disputes arising out of or in connection with this Agreement shall be resolved
exclusively by the state or federal courts located in New York City, New York, United
States.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the

Effective Date first above written.

For Warner Chappell Production Music:

For Trend Media: