NON-EXCLUSIVE SYNCHRONIZATION AGREEMENT

This “Agreement” by and between David Morales located in Mid-Michigan (hereinafter referred to as “Administrator”) and You (Client) hereinafter individually and collectively referred to as “Composer”). 

WHEREAS Composer owns and controls all rights to the Compositions and Master Recordings attached here as Schedule A (hereinafter the “Licensed Work(s)”) and desires to enter into an agreement with Administrator. NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged by each party hereto, it is agreed as follows: 

(1) Term: The term (“Term”) of this Agreement shall commence as of the date hereof and continue for (12 months) unless either party sends not less than (30) days’ notice via personal delivery, certified mail, fax, or email to the address in this Agreement or as updated by the parties. 

(2) Territory: The Universe. 

(3) Rights: During the Term (hereinafter defined), Administrator shall have the non-exclusive right to represent the master recordings and compositions delivered by Composer to Administrator (your “Catalogue”) for the purpose of securing master and synchronization licenses in films, television productions, commercial advertisements, theatrical trailers, documentaries, soundtracks, compilation albums, interactive media, video games, in any and all forms of media and excluding distribution deals, blanket licenses, recording or license agreements with third party record companies, etc. 

(4) Services/Approvals: During the Term of this agreement, Administrator will seek license opportunities for the exploitation of Composer’s Catalogue. For each prospective license, Administrator will provide Composer with notice via email setting forth the proposed material terms of such license (the “Term Sheet”). Within three (3) business days of Composer’s receipt of a Term Sheet, Composer will provide Administrator with notice via email of your approval or rejection of the terms set forth on such Term Sheet. For each approved Term Sheet, Administrator will be authorized to initiate a license agreement on Composer’s behalf (the “Licensing Agreement”), containing terms from the Term Sheet (or terms more favorable to Composer). For the avoidance of doubt, Administrator shall be responsible for the following: pitching Composer’s Catalogue, receiving requests, issuing quotes and confirming the material terms of the Licensing Agreement.                                                                                    

(5) Synchronization Royalties: For any synchronization license obtained as a result of the solicitation of Licensed Work to a third party by Administrator (“Third-Party Synchronization License”), Administrator shall be entitled to receive thirty-five percent (35%) of the actual licensing fee. All back-end royalties shall belong to you, the Composer. The royalty earnings are generated by subsequent plays of your composition(s) and/or master recording(s) within a form of media. Royalties are distributed directly from Performing Rights Organizations such as ASCAP and BMI. 

(6) Accounting: Statements as to licensing fees payable herein shall be postmarked or otherwise sent by Administrator to Composer within five (5) business days after receipt of licensing fees by Administrator from the third party. Statements shall be accompanied by appropriate payments. Composer shall be deemed to have consented to all royalty statements and other accounts rendered by the Administrator to Composer, and said statements and other accounts shall be binding upon Composer and not subject to any objection for any reason, unless specified in writing by Composer setting forth the basis for the objection, is given to Administrator within three (3) years from the date rendered. Composer, a certified public accountant, or other designee on Composer’s behalf, at Composer’s sole cost and expense, may examine the books of Administrator pertaining to the royalties of Licensed Work during Administrator’s normal business hours and upon reasonable notice. 

(7) Name & Likeness: Composer grants to Administrator the non-exclusive right to use and publish and to permit others to use and publish Composer’s name (including any professional name heretofore or hereafter adopted by Composer), likeness and biographical material, or any reproduction or simulation thereof and the title of the Licensed Work in connection with the print, sale, advertisement, distribution and exploitation of music, folios, recordings, performances, and otherwise concerning the Licensed Work, and for any other purpose related to the business of Administrator, its associates, affiliates and subsidiaries, or to refrain therefrom; for a period of one year after the term of this agreement; provided that the Administrator and its associates, affiliates and subsidiaries shall not use such Composer’s name and likeness in a manner substantially inconsistent with the current and currently proposed use of the composer’s name and likeness. 

(8) Warranties; representations; covenants; indemnities: (A) Composer represents and warrants that Composer is free to enter into this agreement and to grant all the rights and make all the representations, promises and undertakings granted and made by Composer hereunder. Composer warrants and represents that no act or omission by Composer will violate any right or interest of any person or firm or will subject Administrator to any liability or claim of liability from any person or firm. (B) Composer agrees to indemnify and hold harmless Administrator against any and all loss, damage, liability and expense (including reasonable attorney’s fees and costs) arising out of any breach by Composer of any of Composer’s representations and agreements hereunder or arising out of any plagiarism or infringement claims in connection with the Licensed Works.                            

(C) Administrator agrees to indemnify and hold harmless Composer against any and all loss, damage, liability and expense (including reasonable attorney’s fees and costs) arising out of any breach by Administrator of any of Administrator’s representations and agreements hereunder or arising out of any plagiarism or infringement claims in connection with the Licensed Works. (D) Administrator warrants and represents that it is free and authorized to enter into this Agreement and the provisions contemplated herein do not conflict with the rights of any third parties. 

(9) Cure Period: No failure by either party hereto to perform its respective obligations hereunder shall be considered a breach hereof unless written notice is given to the allegedly breaching party and said allegedly breaching party fails to cure or commence to cure the alleged breach within thirty (30) days of receipt of said notice. 

(10) Notice: Except as otherwise specifically provided herein, all notices hereunder shall be in writing and shall be given by personal delivery or registered or certified mail at the addresses shown above, or such other addresses as may be designated by either Party. Notices shall be deemed given when mailed, except that notice of change of address shall be effective only from the date of its receipt. 

(11) Governing law: This agreement has been entered into in the State of Michigan, and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of Michigan applicable to contracts entered into and performed entirely within the State of Michigan with respect to the determination of any claim, dispute or disagreement which may arise out of the interpretation, performance or breach of this agreement. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions of this agreement. 

(12) Composer defined: The term “Composer” shall be understood to include all songwriters, authors, and owners of the Licensed Work. If there are more than one, the covenants herein contained shall be deemed to be both joint and several on the part of the songwriters, authors and owners and the royalties herein above specified to be paid to Composer shall, unless a different division of royalties be specified, be due to all songwriters, authors and owners collectively, to be paid by Administrator in equal shares to each. 

(13) Assignment: Administrator may assign its rights under this Agreement in whole or in part. Any reference to Administrator in the Agreement shall be deemed to incorporate Administrator’s licensees. In the event Composer chooses to assign Composer’s rights hereunder, Composer agrees give Administrator written notice within thirty (30) days of such assignment. 

(14) Headings: The headings contained in this Agreement are for convenience and reference purposes only. They do not form a part hereof and shall not affect the meaning or interpretation of this Agreement. 

(15) Integration: This Agreement, together with all instruments, exhibits, attachments and schedules hereto, constitutes the entire agreement (superseding all prior representations, agreements, and understandings, oral or written) of the parties hereto with respect to the facility, and cannot be changed, modified or cancelled except by an instrument signed by both parties to this Agreement.                                                                                                                                                                 

(16) Mediation: In the event of a dispute arising from this Agreement that the parties are unable to resolve informally, prior to either party initiating an action in any Court the parties will attempt to resolve the dispute through mediation. Client should get legal counsel to review, explain and negotiate this agreement. The parties hereto shall execute any further documents including and do all acts necessary to fully effectuate the terms and provisions of this agreement. 

COMPOSER hereby acknowledges that Administrator has advised Composer to obtain independent legal counsel in connection with the execution of this agreement and Composer further acknowledges that Composer have obtained such independent legal counsel or have waived Composer’s right to do so. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.