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Dated Licence Agreement For Digital Rights Between:And (1) (2) (Licensor)

________________

.. of (Licensee)

The Licensor hereby confirms the grant to the Licensee of the exclusive right and licence to exploit its Recordings in the form of Digital Downloads and Digital Transmissions throughout the Territory for the Term subject to the following terms and conditions:1. Definitions For the purposes of this agreement the following words shall have the following meanings:(a) (b) Digital Download identifiable electronic delivery of a Recording from a server to a recipient which results in a reproduction of that Recording Digital Transmission - an electronic transmission of a Recording from a server to a recipient which does not result in a reproduction of that Recording being made on the recipients device Recordings all sound recordings owned controlled or acquired by the Licensor (including its affiliates, subsidiaries, parent companies and imprints) during all or part of the Term (as may be applicable) to the full extent of the Licensors interest therein. This shall extend to audio-visual recordings at such time in the future as the market makes the licensing of such rights commercially viable so to do. For the avoidance of doubt this shall include Real Tones subject to para 2 (c) below. Artist(s) referred to herein shall mean recording artists whose performances are incorporated in the Recordings.

(c)

2. Grant of Rights of Digital Exploitation (a) The rights covered by this agreement include:(i) The exclusive Primary Rights set out in Schedule 1 A attached; and (ii) The non-exclusive Secondary Rights set out in Schedule 1 B attached. (b) Licensee shall have the right hereunder to grant nonexclusive licences of all or some of the rights granted to it hereunder to third parties for licence periods exceeding the Term of this licence. For the avoidance of doubt this agreement includes the exclusive right to exploit the Recordings by way of Digital Download and Digital Transmission to mobile devices in the Territory during the Term.

(c)

3. Territory The territory is for the world and the universe (Territory). To the extent that the Licensor has rights to only part of the Territory in respect of all or some of the Recordings the Territory shall constitute the Licensors interest to the fullest extent possible in all such cases. 4. Term Term means the period commencing on the Effective Date hereof, and continuing until the date which is two (2) years from the first release date of the Catalogue through Licensee and shall be automatically renewed thereafter on a year-to-year basis unless either of the parties hereto gives the other party at least three (3) months prior written notice to terminate this Agreement before the expiration of the original term or any such extension of this Agreement. 5. Licensee Obligations (a) Licensee will exploit and sublicense the rights granted to it, and digitise, store, encode and supply the Recordings to retailers and other appropriate third parties. Licensor recognizes that the digital distribution of Recordings is speculative by nature and agrees that the Licensee shall make all reasonable commercial efforts to exploit the rights granted to it in its best business judgement. Licensee further undertakes to report on a monthly basis to the Licensor any noteworthy events, including the concluding of an agreement with a new third party for the supply of music, an alteration in any terms of current agreements with third parties, any sales reports or money received relating to the sale of the music, and any withdrawals from or terminations of any third party agreements. Licensee shall not license, sell, or distribute Recordings except in accordance with the terms of this Agreement. Licensee shall not be held liable or responsible for the actions or defaults of its licensees but shall take all reasonable commercial steps to prevent same. Such steps shall not be deemed to include the issuance of formal legal proceedings.

(b)

(c)

(d) (e)

6. Obligation to Sublicense (a) Licensor shall have the right at any time during the Term to put the Licensee upon written notice of any particular active legitimate digital music retailer that has not been sublicensed hereunder and that Licensor wishes to make its music available on provided that:(i) (ii) such retailer is entering licences for the use of recordings with owners in the industry generally; and the music available from the retailer is in a genre which is compatible with the music supplied by the Licensor hereunder; and

(iii) such retailer is not acting against public policy nor in contravention of BPI

rules regulations or codes of conduct. (b) On receipt of such notice Licensee shall have 90 (ninety) days to enter into a licence with such site which licence shall include the availability of the Licensorss Recordings to such site. In the absence of concluding such licence hereunder the Licensor shall have the right to conclude a direct licence with such site. For the avoidance of doubt the Licensor shall rely on these provisions reasonably and in good faith.

(c)

7. Licensors Obligations (a) Licensor shall deliver to the Licensee upon the commencement date of the Term of this Agreement all materials required for the exercise of the rights set out in Schedule 1 in respect of existing Recordings and promptly during the Term in respect of new Recordings. Licensor shall ensure that such deliveries comply with the minimum data requirements and delivery specifications set out in Schedule 2 attached. Licensor shall immediately notify the Licensee in writing upon the commencement date of the Term of this Agreement in respect of existing Recordings and promptly during the Term in respect of new Recordings details of any restrictions and/or limitations to the rights otherwise granted to the Licensee hereunder in respect of any such Recordings the rights to which are so limited. All other Recordings shall be deemed subject to no limitation or restriction to the grant of rights otherwise made to the Licensee hereunder.

(b)

8. Payment and Accountings (a) In consideration of the rights granted to Licensee under this agreement Licensee shall pay Licensor 80% (Eighty per Cent) of the Gross Revenue. The Gross Revenue shall mean all sums received by Licensee wholly identifiable as being derived from the exploitation of the Recordings hereunder. For the avoidance of doubt if there are any direct costs attributable from such Gross Revenue directly arising from the exploitation of the Recordings the liability for which falls on the Licensee under the licence (eg payment of mechanical royalties) such monies shall be paid out of the Licensors share hereunder. It is further agreed that such mechanical royalties will be deducted and accounted by the Licensee to MCPS (or appropriate affiliated collection society) where necessary with respect to all Gross Revenue SAVE FOR that arising in the USA, Canada and other territories where blanket licenses for mechanical rights are unavailable, whereby mechanical royalties will be included in the payment to the Licensor who will be responsible for accounting to MCPS and/or appropriate publisher or collection society. Licensee shall keep accurate records and books of account in respect of the exploitation of the Recordings and Licensee shall account to Licensor within thirty (30) days of each month in each year. Licensee shall only account in respect of monies received by Licensee in the UK which are wholly identifiable to the exploitation of the Recordings hereunder. Licensors authorised chartered accountant shall be entitled to inspect

(b)

(c)

Licensees books and records, on reasonable notice, no more than once per year provided that any statement issued by Licensee under this Agreement shall be deemed conclusive and binding within three (3) years of issue. (d) Licensee shall be entitled to deduct or authorise the deduction of any sums which may be demanded from Licensee or its licensees by the governments or other fiscal authorities of the respective countries in which the Recordings are exploited. Licensee shall provide Licensor with a certificate or other evidence of any tax deduction or withholding and shall, on request, further provide Licensor with such reasonable assistance as may be practicable for Licensor to seek to reclaim such deduction or withholding or obtain a tax credit for the same.

9. Licensors Warranties The Licensor hereby warrants that:(a) Licensor is free to enter this agreement and make these grants herein contained free and clear from all liens claims and encumbrances and gives all necessary consents under the Copyright, Designs and Patents Act 1988 and under any and all subsequent legislation (including without limitation the right to communicate to the public and the making available right). The Recordings and any provided artwork are unencumbered and original copyright works and are neither defamatory nor obscene and will not infringe the rights or copyright of any third party. Licensee shall be entitled to use Artists name, approved likenesses and approved biographies throughout the Territory in connection with the exploitation of the Recordings. The Artist shall not assert any and all so-called moral rights arising under this Agreement against the Licensee and/or its licensees and/or agents authorised by the Licensee (whether under a specific licence or a blanket licence). The Licensor shall fully indemnify the Licensee on an indemnity basis for any loss or damage or cost or expense (including without limitation legal expenses on an indemnity basis) suffered by Licensee resulting directly or indirectly from a breach of the grant of rights and warranties provided herein by the Licensor. Without limitation to the foregoing the Licensee shall have the right to withhold the payment of any and all monies to the Licensor hereunder in the event of any breach by the Licensor and/or in the event of any claim arising as a result such breach by a third party in an amount commensurate with such event and (without prejudice to its other rights of recovery hereunder) to use and apply any and all such monies pursuant to the terms of this indemnity provision. All information provided for and on behalf of the Licensor to the Licensee with respect to the Recordings; or to the Artists, shall be true, complete and accurate and all such information shall be provided by the Licensor as soon as the Recording is made available to the Licensee for exploitation hereunder. The Licensor will not do anything during the Term to prejudice hamper or derogate from the rights granted to the Licensee hereunder.

(b)

(c)

(d)

(e)

(f)

(g)

10. Miscellaneous
(a) (b) This agreement contains the entire understanding and agreement between the parties. Licensee shall have the right in its absolute discretion to sub-licence all and any of the rights granted to it under this agreement to third party sublicensees and to assign the benefit of this agreement in whole or in part to any third party provided that such assignee enters into a direct covenant with Licensor to observe its obligations set out in this agreement. Nothing in this Agreement shall be taken to constitute a partnership, joint venture or contract of agency between the parties. The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the High Court of Justice in London shall be the exclusive court of competent jurisdiction.

(c) (d)

(e)

The Licensor acknowledges that it has been advised to take independent legal advice. The Licensor has read this Agreement and understands its contents.

Signed by for and on behalf of The Record Label

Signed by for and on behalf of

Schedule 1 A Primary Rights The Licensor grants the Licensee all exclusive rights to the Recordings for Digital Downloads and Digital Transmissions including without limitation the following:-

1. 2. 3. 4.

Downloads permanent or tethered Example Models: iTunes, Napster, Sony Connect Subscription transmissions Example Models: Napster Realtones (and similar) ie files derived from audio recordings Mobile subject to the terms of the attached agreement.

B Secondary Rights The Licensor grants the Licensee the following non-exclusive rights:(i) approved cover artwork, approved biogs, approved photos, approved names and likenesses (ii) use of trademarks, service marks, trade names and similar (iii) to encode the Recordings into digital files and make any necessary modifications to the Recordings as may result therefrom; (iv) 30 second clips etc (v) label copy / catalogue numbers/ bar codes