Sign Contract

EXCLUSIVE LICENSING AGREEMENT This Exclusive Licensing Agreement is entered into between: The artist identified in the completed signing form (hereinafter referred to as “Artist”) and ChillhopGuru Recordings, represented by Angus Grelak, Managing Director (hereinafter referred to as “Label”) ChillhopGuru Recordings is – Delighted to have this opportunity to work with “ARTIST” to licence, distribute and exploit certain sound recordings and audio-visual works owned and controlled by ARTIST as further detailed herein. The agreement is conditional upon Artist controlling all right, title and interest in and to the recordings of the musical composition (the “Composition”) embodied as audio-only or audio-visual recordings and listed in the completed application form and hereto called the “Master” for the Territory (as defined below), including without limitation all copyrights, free and clear of any claims, encumbrances or rights of any other person. In consideration for the respective covenants, agreements, representations, warranties, and indemnities of the parties contained herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties agree as follows: 1. TERRITORY 1.1 As used herein, the “Territory” shall mean the world. 2. LICENCE PERIOD 2.1 “Licence Period” shall mean the period commencing on the date hereof and expiring five (5) years after the date of the initial release of the last Master (as defined below) delivered hereunder. The Licence Period shall automatically extend for additional consecutive one (1) year periods (each an “Extension”) thereafter unless either party delivers notice in writing not less than sixty (60) days prior to the expiry of the Initial Licence Period, or the then current Extension (if applicable). 3. GRANT OF RIGHTS 3.1 Artist hereby grants to Label an exclusive irrevocable licence, in the Territory during the Licence period to (and the non-exclusive right during the Sell-Off Period) to manufacture, sell, distribute, market, publicly perform and otherwise exploit the Master in all manner and media now in existence or hereinafter devised, including without limitation via digital transmissions. 3.2 Label’s exclusive rights include, without limitation, the right to itself or via a third party: a. publicly perform and broadcast, and to authorize others to publicly perform and broadcast, the Master in the Territory; b. the exclusive right to synchronize, and to authorize others to synchronize, the Master with motion pictures, television programs and other audio-visual works which are produced in the Territory for exploitation throughout the world (each, a “Master Use Licence”). The term of any non-exclusive Master Use Licence may extend beyond the Licence Period; c. the exclusive right to couple, and to authorize others to couple, the Master with master by other artists for inclusion in so-called ‘compilation’ records, including without limitation, consumer compilation Records, promotional Records, non-retail jukebox compilations, sampler-type Records and programs for us on public transportation carriers and facilities (each a “Compilation Record”); d. the exclusive right to distribute and exploit the Master on so-called streaming services and or websites such as but not limited to www.youtube.com, www.soundcloud.com, www.spotify.com, www.pandora.com in the Territory; For the avoidance of doubt, the Artist shall be granted the right to host the Master on the Artist’s owned social channels and across such websites which the Artist directly owns. 3.3 Label shall have the right, in the Territory during the Licence Period and the Sell-Off Period, to use, and authorize others to use: the names, approved likenesses, approved photographs and approved biographies of Artist and each other person performing in or rendering services in connection with Master in the form approved by the Artist, solely for the purpose of advertising, promoting and marketing the Master and for general goodwill advertising for the benefit of Label’s music business activities. 3.4 Artist agrees that Artist shall not record, re-record, use, exploit or release for commercial sale, broadcast or communication in the Territory, the Master (in whole or in part) under this agreement during the licence period. 3.5 Notwithstanding anything to the contrary herein, the parties acknowledge and agree that Label shall continue to have the right in perpetuity to distribute, and to authorize others to distribute, worldwide in all media now or hereafter known, all Compilation Records created hereunder prior to the expiry of the Licence Period and to receive revenues in respect thereof provided that Artist receives the applicable Royalty associated therewith. 4. ROYALTIES 4.1 With respect to the exploitation of Master (per application form), Label will pay Artist a royalty (the “Royalty”) equal to: (i) sixty percent (60%) of “Net Proceeds” (as defined below). The Royalty shall be inclusive of all payments due to Artist in connection with any publishing royalties for Artist’s share of the Controlled Compositions. 5. ACCOUNTING 5.1 Payments by Label to Artist(s) shall be made quarterly, within 60 days of the end of an accounting period. Label shall be entitled to carry the balance forward until the accounting period during which (50) FIFTY US Dollars (for Identity Music Distribution) or (5) FIVE US Dollars (for SoundCoud Distribution) or more is shown to be payable to Artist(s) by the applicable accounting statement. Payment will be made to the email address provided by the artist. 6. TRADE-MARKS 6.1 Artist acknowledges and agrees that Label’s name and logo shall appear on all Records made, and the metadata of all Master exploited via “electronic transmission”, pursuant hereto and all advertising relating to the Master. 7. REPRESENTATIONS AND WARRANTIES 7.1 Artist hereby represents, warrants and covenants that: a. Artist has all necessary rights, power and authority to enter into this Agreement, to perform all of the obligations to be performed by Artist hereunder and to grant to Label all of the rights granted hereunder; b. this Agreement does not breach or conflict with any other agreement to which Artist is a party, and Artist will not enter into any agreement or obligation which conflicts herewith; c. Artist is not a party to any agreement pursuant to which Artist has granted to any third party any rights in or to the Master or which otherwise restrict the rights Artist grants to Label herein; d. the Master, Artist’s name and any other audio, video or other materials delivered and contributed by Artist pursuant to this Agreement are wholly original and do not violate any laws or any rights of any party, including any copyright, trademark, right of privacy or other proprietary right of any party; e. other than as specifically set out herein, Label shall not be obligated to pay royalties or any other sums to any third parties in connection with the exercise of its rights hereunder; f. Artist has secured all necessary rights from all third parties including without limitation all publishing licences from any third parties who may hold an interest in the Compositions, to allow Label the full exercise of its rights hereunder; and g. all information delivered by Artist will be true, accurate and complete. 7.2 Artist hereby indemnifies and holds harmless Label and its licencees and assigns, and its and their shareholders, officers, directors, principals, employees and agents (the “Indemnified Parties”) from and against any and all losses, costs (including reasonable legal fees), expenses, liabilities and damages arising out of any claim in respect of any breach or alleged breach by Artist of this Agreement or any representation, warranty, covenant, or promise made hereunder as determined by a court of competent jurisdiction. Artist will reimburse the Indemnified Parties on demand for any payment made at any time after the date hereof in respect of any liability or claim in respect of which the Indemnified Parties are entitled to be indemnified. Upon the making of any such claim, action or demand, Label shall be entitled to withhold any amounts payable under this Agreement as are reasonably related to the potential liability at issue. In the event that any such claim does not result in litigation being commenced against the Indemnified Party within one (1) year from the date such claim is initially received by the Indemnified Party, then any monies withheld pursuant to the preceding sentence shall be released to Artist, provided that if any such claim is litigated after one (1) year from the date it was initially made, the Indemnified Party may thereafter withhold monies payable under this Agreement in accordance with the preceding sentence. Label hereby indemnifies and holds harmless Artist (the “Indemnified Party / ies”) from and against all and any losses, costs (including reasonable legal fees), expenses, liabilities and damages arising out of any claim in respect of any breach or alleged breach by Label of this Agreement or any representation, warranty, covenant, or promise made hereunder as determined by a court of competent jurisdiction. 7.3 If there is a breach or threatened breach of any provision of the Agreement, both parties are obligated to notify the other party of this (threatened) breach at once. Both parties will then be given the responsibility to attempt to cure the breach. If any of the clauses or provisions of the Agreement are breached by Artist(s) or Label at any time during the course of the Agreement and both parties are unable to settle, either party may terminate the Agreement immediately with a Notice of Termination stating the breach(es). In case the Label goes bankrupt, the original rights will fall back to Artist(s). 7.4 Each party is responsible for its own tax and insurance obligations. 8. GENERAL TERMS 8.1 Entire Agreement. This Agreement sets out the entire agreement between the parties and supersedes and replaces all prior agreements, discussions and understandings whether written or oral. 8.2 Jurisdiction. This Agreement shall be governed by and construed in accordance with those laws applicable to The United Kingdom of Great Britain. 8.3 Assignment. Artist shall not assign any of its rights or obligations under this Agreement without the prior written consent of Label. 8.4 Enurement. This Agreement shall enure to the benefit of and shall be binding upon and enforceable against the parties and their respective heirs, executors, successors and permitted assigns. 8.5 Amendment. No amendment or waiver of any provision of this Agreement shall be binding upon either party unless consented to in writing by such party. 8.6 Force Majeure. Neither party will be responsible to the other for any failure or delay in its performance under this Agreement occasioned by any causes beyond its control including, without limitation, any acts or omissions of the other party, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, international trade embargoes, insurrections or acts of God. 8.7 Confidentiality. The parties hereto agree to keep the contract documentation and the contained terms and conditions of this Agreement confidential except, and only, that each party may disclose this Agreement as required by any law or court order, or to its legal and financial advisors provided such advisors agree to keep all information and this Agreement confidential. 8.8 Notices. Notices shall be in sent via email to gus@chillhopguru.com as a pdf or word document. 8.9 Remedies. In the event of a breach or alleged breach by Label or its licencees or assigns under this Agreement, Artist shall give Label written notice thereof detailing the breach or alleged breach. 8.10 Severance. Each provision of this Agreement is separate from every other provision and should any provision herein be declared invalid, illegal or unenforceable, such declaration shall in no way affect the validity or enforceability of the remaining provisions herein. Authority to Sign on Behalf of Collaborators The Artist confirms that they have obtained full permission and authority from all collaborators, co-creators, and rights holders involved in the Composition and/or Master to enter into this agreement and to grant the rights described herein. The Artist agrees to indemnify and hold harmless the Label against any claims brought by such collaborators arising from the use or exploitation of the Master in accordance with this agreement. Signatures This agreement is entered into and becomes effective upon electronic acceptance and signature by Artist. For and on behalf of ChillhopGuru Recordings: Name: Angus Grelak Title: Managing Director, ChillhopGuru Recordings This Agreement is entered into and becomes effective upon signature by both parties. The Artist confirms that, by completing the signing form and applying their electronic signature, they have read, understood, and agreed to be bound by the terms of this Agreement. The Artist further confirms that the artist's name, song title, email address, signature, and date of the signature provided through the signing form are true, accurate and complete.