Digital Licence Agreement
This agreement is made the day of May 21, 2012 between the following parties:

  FROM: SoundsOldSkool LTD
  15b Poynter Road
  Bush Hill Park
  Enfield
  Middlesex
  London
  EN1 1DN.

[We/Us SoundsOldSkool LTD]
TO: [You "The Artist" or "The Agent"]

This Agreement, when you have checked the above agreement to the terms and conditions, shall constitute our Agreement with you concerning the distribution and related rights in and to certain master recordings embodying the featured performances of you the artist (herein "Artist").

1. Definitions
a. Territory. The "Territory" shall mean the universe unless otherwise agreed to in writing by parties.
b. Compositions. The "Compositions" shall mean those described in the attached Schedule 1, as amended from time to time, including both the individual master recordings and the musical compositions embodied in such sound recordings (the "Compositions").
c. Term. The initial term of this Agreement shall begin as of the date hereof (or date of entry into digital distribution) and shall continue until the end of the first calendar quarter following the second (2nd) anniversary of the first distribution of any Master or Composition hereunder. Thereafter, the term shall extend from year to year unless one party gives the other party notice of termination no later than sixty (60) days prior to the start of the next succeeding one (1) year period. The initial term together with any extension periods shall constitute the "Term."
d. Downloads. Refers to the individual purchasing of a single track via any such online service in relation to the rights granted hereunder.

2. Grant of Rights With respect to each Composition you hereby grant us and our designees, including, without limitation, during the Term and throughout the Territory the following rights:
a. "Digital Distribution" rights. The non-exclusive right to copy, encode and distribute each Album both as individual tracks and as an entire album, as permanent or so-called "tethered" or "timed-out" digital music downloads and MP3 via interactive or non-interactive streaming, whether as part of a "standalone" or subscription service. We shall have the right to distribute or authorise others to distribute the Catalogue for the following digital delivery methods, and to collect, administer and distribute royalties and other earning derived from such usage:

  (i) Unrestricted downloads;

  (ii) Compact disc burns;

  (iii) Restricted/tethered downloads;

  (iv) On-demand interactive streams;

  (v) Interactive radio;

  (vi) Non-interactive radio (compulsory license).

  (vii) Non-interactive radio (voluntary license); and

  (viii) The servicing of any and all other existing and to be developed digital music delivery methods.

b. "Ancillary Exploitation Rights". The non-exclusive right to promote and market the Masters and Compositions to potential licensors for various world-wide ancillary uses including, without limitation, film and television synchronisation licenses and usages as Ring Tones, Ring Tunes and Ringback Tones. We shall consult with you and obtain your approval regarding any such exploitation.
c. "Promotional Rights". The non exclusive right to stream and publicly perform promotional audio clips of the Masters of not more than thirty (30) seconds duration, and to use approved artwork and appropriate names and approved likenesses and biographical material concerning you, and any producers or others whose performances are embodied in the Masters and/or who are writers of any Composition in connection with exploitation of the rights granted hereunder.

3. Compensation
a. In full consideration of the Digital Distribution rights granted to us hereunder, you shall be entitled to a receive a royalty equal to fifty percent (50%) of the net amounts received by us from the exploitation of such rights.
b. In full consideration of any Ancillary Exploitation Rights arranged by us hereunder, you shall be entitled to a royalty equal to fifty percent (50%) of the net amount received by us from the exploitation of such rights.

4. Publishing
We shall have no obligation to pay or account for any separate mechanical reproduction rights in connection with any and all Compositions or other musical compositions or material which is written or composed, in whole or in part by you or which are owned or controlled, directly or indirectly, in whole or in part, by you (herein called "Controlled Compositions".)
Any musical compositions embodied in the Masters which are not Controlled Compositions shall be referred to herein as "Non-Controlled Compositions". With respect to the exploitation of Non-Controlled Compositions, all publishing royalties and fees payable in respect of such exploitation shall be deducted from monies otherwise payable to you hereunder.
You will be entitled to the statutory rate granted by all collecting societies in relation to the compositions.

5. Advances and Recoupment
To the extent we incur any costs associated with the exploitation of the rights granted herein, such costs shall be collectively deemed an advance ("Advance") against earnings otherwise due you hereunder. All such costs and budgets will be submitted to the artist for approval.

6. Obligations of the Parties
a. Your Obligations. Promptly following execution of this Agreement, you shall provide us with a compact disc (or other format of equal or superior sound quality) containing each Album, together with the artwork and names, song lyrics, likenesses and biographies concerning you and all featured performers, and any available so-called "metadata" in connection therewith. All metadata, including song lyrics, artwork and names, likenesses and/or biographies you provide us hereunder shall be deemed approved for all purposes described herein. You shall be responsible and shall account and pay for all record royalties due to the Artist and to any other third party who performed or rendered services in connection with the Masters, and for all publishing royalties payable to any parties in connection with the exploitation of the Compositions hereunder (other than public performance royalties) and we shall have no obligation in respect of such payments whatsoever.
You further agree that you will upon execution of this agreement display The Company banner on all websites controlled by you linking directly to your compositions on The Company website.
b. Our Obligations. We shall be responsible for encoding the Masters for exploitation in connection with the Digital Distribution rights granted hereunder. We shall render to you an accounting hereunder on a quarterly basis, thirty (30) days following the end of the applicable calendar quarter. We shall maintain books and records relating to the subject matter hereof. Upon reasonable notice, you shall have the right to audit such books and records to verify the completeness and accuracy thereof and of statements rendered to you by us hereunder at the office where we maintain such books and records. Any such examination shall take place during normal business hours and on at least thirty (30) days’ prior written notice.

7. Representations; Warranties; Indemnities
a. You and we represent and warrant that: you and we each have the full right, power and authority to enter into this Agreement and to make the grant of rights specified herein; neither you nor we have made any grant, assignment or transfer or entered into any Agreement, nor will at any time hereafter make any grant, assignment or transfer or enter into any Agreement, which will or may conflict with the provisions hereof; neither you nor we are subject to any obligations or disability which will or might interfere with either party’s full compliance with this Agreement.
b. You represent and warrant that: (a) you have obtained the necessary rights in and to the Masters and Compositions to make the grant of rights to us described herein, and that we shall have no obligation whatsoever to pay any third parties, including without limitation any member of Artist or any producer, in connection with our exploitation of such master recordings and musical compositions as set forth herein; (b) that all of the Masters, Compositions, artwork, metadata and names, likenesses and biographies (collectively, "Materials") furnished by you to us hereunder are controlled by you and shall not infringe on the copyrights or other rights of any person or entity; and (c) that we shall have the right to exploit the Materials in all manner hereunder free from any adverse claim.

8. Indemnification
You and we agree at all times to indemnify and hold harmless each other from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, "Claim"), arising out of any breach by the indemnifying party of any representation, warranty or Agreement made by such party herein. Each party, upon the presentation of any such Claim, will promptly notify the other of the presentation of such Claim, giving the other party full details of such Claim. The indemnifying party shall defend the other party at the indemnifying party’s expense with counsel approved by such other party (which approval shall not be unreasonably withheld).

9. Miscellaneous
a. All notices hereunder shall be given by certified mail, return receipt requested, to the respective addresses listed above.
b. This agreement shall be considered in accordance with the laws of England and Wales whose courts shall be the courts of competent jurisdiction. If any part is deemed unenforceable it shall not affect the remainder.
c. This letter constitutes the entire Agreement between us relating to the subject matter hereof, and supersedes all prior or contemporaneous Agreements, if any, whether oral or written, pertaining thereto. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement of the modification or amendment is sought.
d. Neither you nor we shall be deemed in breach of this Agreement if the breach is curable and the breaching party has cured such asserted breach within ten (10) business days after receipt of notice specifying such breach.
e. In entering into this Agreement, you represent that you have either received legal advice from a competent lawyer of your own choice, or you have knowingly and voluntarily waived your right to such legal advice.

If the foregoing correctly reflects your understanding and agreement with us, please so indicate by clicking the "I agree" checkbox above.