Exclusive Purchase License Agreement
THIS LICENSE AGREEMENT is made on March 22, 2023 22:59 CDT ("Effective Date") by and between Licensee (hereinafter referred to as the "Licensee") also,
if applicable, professionally known as Licensee, and Producer Name p/k/a TMS B.Ware/Tsunami Gang Records LLC (hereinafter referred to as the "Licensor"). Licensor
warrants that it controls the copyright and mechanical rights in and to the copyrighted musical work entitled Keep It Coming (Contract Preview Only)
("Composition") as of and prior to the date first written above. The Composition, including the music thereof, was composed by Producer Name
("Songwriter") managed under the Licensor.
All licenses are non-refundable and non-transferable.
The Licensor hereby grants to Licensee an exclusive license (this "License) to record vocal synchronization to the Composition partly or in its entirety
and substantially in its original form and that Licensee will thereafter own all and right and title (excluding the underlying musical composition) in
the new master ("Master Recording")
The Licensor hereby grants to Licensee an exclusive license to use Master Recording in the reproduction, duplication, manufacture, and distribution of
phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof
(collectively, the "Recordings", and individually, a "Recordings") worldwide for unlimited copies of such Recordings or any combination of such Recordings,
condition upon payment to the Licensor, receipt of which is confirmed. Additionally licensee shall be permitted
to distribute the Master Recording in any form or fashion now known or hereinafter developed (including but not limited to unlimited internet downloads for
non-profit and non-commercial use.
The Licensor here by grants to Licensee an exclusive license to use the Master Recording in unlimited for-profit performances, shows, or concerts.
The Licensor hereby grants to Licensee an exclusive license to broadcast or air the Master Recording in unlimited amounts of radio stations.
Licensee shall acknowledge the original authorship of the Composition appropriately and reasonably in all media and performance formats under the name
"TMS B.Ware/Tsunami Gang Records LLC" in writing where possible and vocally otherwise.
Licensee may exploit and monetize from the Master Recording licensee's unique derived work(s) of composition for use on TV, Film, Video game or other
synchronous projects. Licensee may represent other publishing owners of the original composition for exploitation and have full authority of granting
non-exclusive license for synchronization use as long as credit and publishing information is provided to such agency.
In consideration for the rights granted under this agreement, Licensee shall pay to licensor the agreed amount US dollars and other good and
valuable consideration, payable to "TMS B.Ware/Tsunami Gang Records LLC", receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely
complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the licensor shall
have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of
Recordings for which monies have not been paid subject to and actionable infringements under applicable law, including, without limitation, the United
States Copyright Act, as amended.
Accordingly, Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, expenses, including,
without limitation, reasonable attorney's fees, arising of or resulting from a claimed breach of any of Licensee's representations, warranties or
3rd party sample clearance is the responsibility of the licensee.
The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any "samples".
This license may be transferred to a distributor of Licensee's election and is limited to the Composition specified above.
This License is governed by and shall be construed under the law of the Florida United States of America, without regard to the conflicts
of laws principles thereof.
This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified,
amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all
prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision
shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had
not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until
the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service
of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach
within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and
interpreted in accordance with the laws of the Florida US applicable to agreements entered into and wholly performed in said State, without regard to any
conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or
controversy arising hereunder or relating hereto shall be in the state or federal courts located in the Florida US. You shall not be entitled to any monies
in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given
by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as
may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business
days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. YOU
ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF
YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT
ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE
SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part
thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one
and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall,
for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding
upon such party as though an originally signed document had been delivered.
Notwithstanding the foregoing, by clicking "I AGREE" above, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your
payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.