MUSIC PUBLISHING AND SOUND RECORDING AGREEMENT (EXCLUSIVE FOR NEW/EXISTING COMPOSITIONS/RECORDINGS)

AN AGREEMENT made between Audio Motion Music, Inc. a Florida Corporation, (“Company”) and, (“Writer”). (individually or, if applicable, collectively “Writer”) and if different than Writer, (“Label” or interchangeably and collectively, “Writer/Label”). In consideration of the agreement herein contained and other good and valuable consideration by Company to Writer/Label, receipt of which is hereby acknowledged, the parties agree as follows:

Writer hereby assigns, transfers and delivers to Company, its successors and assigns, all his right, title and interest in (B) the original musical composition(s) as set forth on the attached Exhibit A which were written and/or composed by Writer, prior to this agreement (collectively, “Compositions”), including the title, words and music, and all copyrights thereof and all registrations with respect thereto, the exclusive right to secure the copyright and any extensions and renewals of copyrights in same and in any arrangements and adaptations thereof, and the exclusive right to administer the Compositions, all throughout the world, and any and all other rights, claims and demands that Writer now has or to which Writer might be entitled to hereafter or that Writer could or might secure throughout the world with respect to these Compositions, and to have and to hold the same absolutely and forever by Company, its successors and assigns subject only to any existing agreements between Writer’s and Company’s respective affiliated performance rights society.

Writer hereby warrants and represents that the Compositions are original works, that neither the Compositions nor any part thereof infringe upon the title, literary or musical property or copyright of any other work nor the statutory, common law or other rights (including rights of privacy) of any person, firm or corporation, and that Writer’s respective right, title and interest in the Writer’s Share of said Compositions is as set forth in paragraph 4(F) below. Writer further warrants that Writer has the full right and power to make the within agreement, that Writer has not sold, assigned, transferred, hypothecated or mortgaged any right, title or interest in or to the Compositions or any part thereof or any of the rights herein conveyed, that Writer has not made or entered into any contract with any other person, firm or corporation affecting the Compositions or any right, title or interest therein or in the copyright thereof, that there exists no adverse claims to or in the said Compositions, and that the Compositions have never been published.

In consideration of this contract and the rights and interests hereby conveyed and granted and provided Writer is not in breach of the terms of this agreement, Company agrees to pay to Writer as follows (“Writer’s Share”): A. Fifty(50%) of any and all net sums actually received by Company from the exploitation of the Compositions, including but not limited to, sales of printed copies of the Compositions, mechanical rights, motion picture and television synchronization rights, new media and digital rights, electrical transcription and reproducing rights and all other rights in the Composition now known or hereafter created throughout the world in perpetuity (Writer’s Share). “Net sums” shall mean gross sums less Company’s costs, including any costs of collection, sub-publisher fees, taxes paid, including domestic and foreign taxes, and any other usual and customary costs and expenses recognized by the music publishing industry. B. Company shall not be required to pay any royalties on professional or complimentary printed copies of the Compositions or copies of mechanical derivatives of the Compositions which are distributed gratuitously to performing artist, orchestra leaders and disc jockeys or for advertising, promotional or exploitation purposes. Furthermore, no royalties shall be payable to Writer on consigned copies of the Compositions unless paid for, and not until such time as an accounting can properly be made. C. Writer shall receive Writer’s respective public performance royalties throughout the world directly from their own affiliated performing rights society and shall have no claim whatsoever against Company for any royalties received by Company from any performing rights society which makes payments directly (or indirectly other than through Company) to Writer, authors and composers. If Company shall collect both Writer’s and Company’s share of performance income directly and such income shall not be collected by Writer’s public performance society, Company shall pay Writer his commensurate share of all such sums which are received by Company in the United States from the exploitation of such rights in the Compositions throughout the world net of any administration expenses. D. If the Composition does not now have lyrics, and lyrics shall hereafter be added by Company, the above royalties shall be divided equally between Writer on the one hand and the writer of the lyrics on the other hand. E. Except as herein expressly provided, no other royalties or monies shall be paid to Writer. In no event shall Writer be entitled to share in any advance payments, guarantee payments or minimum royalty payments that Company may receive in connection with any third party, collection, licensing or other agreement covering the Compositions. F. For the avoidance of any doubt, the term Writer shall be understood to include all Writers of the Composition(s). If more than one Writer, the covenants contained herein shall be deemed to be both joint and several to them and the royalties specified to be paid to said Writers shall, unless a different division of royalties is set forth on Schedule A attached, be due to all Writers collectively and thereafter paid by Company in equal shares to the Writers.

 A. To the extent that the Compositions subject to this Agreement currently are embodied in an existing sound recording(s) or are embodied in a sound recording during the term of this Agreement (“Recording(s)”) and all right, title and interest in said Recording(s) is/are owned either by Writer or, as applicable, Label, Writer/Label hereby grants to Company the exclusive right to exploit said Recording(s) by any means now known or hereafter created, including but not limited to, licensing, streaming, selling, transferring, and otherwise distributing said Recording(s) (“Exploitation”). B. A list of Writer/Label’s Existing Recordings are attached to this Agreement as Exhibit B and made a part hereof. C. It is expressly understood, that Writer/Label shall retain its copyright in said Recording(s) subject to the statutory rights granted exclusive licensees under except United States copyright law. D. The territory covered by this paragraph is the universe.

Writer/Label hereby warrants and represents that the Recordings are original works, that neither the Recordings nor any part thereof infringe upon the title, literary or musical property or copyright of any other work nor the statutory, common law or other rights (including rights of privacy) of any person, firm or corporation, that Writer/Label is the sole owner of the Recordings. Writer/Label further warrants that Writer/Label has the full right and power to make the within agreement, that Writer/Label has not sold, assigned, transferred, hypothecated or mortgaged any right, title or interest in or to the Recordings or any part thereof or any of the rights herein conveyed, that Writer/Label has not made or entered into any contract with any other person, firm or corporation affecting the Recording or any right, title or interest therein or in the copyright thereof, that there exists no adverse claims to or in the said Recordings. For the avoidance of any doubt, Writer/Label warrants and represents that it does not require the approval of any performer, musician or any other person involved in the production of said Recordings in order to engage in the exploitation of the Recordings or to grant of the rights to Company herein.

Company shall pay Writer/Label fifty percent (“50”%) of the net sums actually received from the exploitation of the Recordings, including but not limited to, from motion picture and television synchronization rights, sales, other licensing and streaming.

A. Within sixty (60) days after the last days of June and December in each year, Company will prepare and furnish semi-annual statements to Writer/Label under this agreement, and each such statement shall be accompanied by payment of any and all sums shown to be due for the six-month period preceding each such last day of June and December. Writer/Label shall notify Company in writing of any specific objection to such statements no later than one (1) year after the receipt thereof by Company. Writer/Label shall waive any and all objections, questions, or disputes concerning any such statement unless such objection(s) is/are received by Company within such one (1) year period. B. Writer/Label or a certified public accountant in Writer/Label’s behalf may, at Writer/Label’s expense, at reasonable intervals, examine Company’s books insofar as same concern Writer/Label, during Company’s usual business hours and upon reasonable written notice, for the purpose of verifying the accuracy of any statements rendered to Writer/Label. Writer may only examine Company’s books relating to activities during any accounting period during the one (1) year period following receipt by Writer/label of the statement for said accounting period.

Writer/Label grants to Company the perpetual right to use and publish and to permit others to use and publish Writer/Label’s (including any professional name heretofore or hereafter adopted by Writer/label) likeness and biographical material, or any reproduction or simulation thereof and the title of the Compositions/Recordings in connection with the printing, sale, advertising, licensing, distribution and exploitation of music, recordings, performances, and otherwise concerning the Compositions/Recordings, and for any other purpose related to the business of Writer/Label, his/her its associates, affiliates and subsidiaries.

Writer/Label acknowledges that Company has the right under this agreement, in its sole discretion, to substitute a new title or titles for the Compositions/ Recordings, to make changes, arrangements, adaptations, translations, dramatizations, and transpositions of the Compositions/Recordings, in whole or in part, and in connection with any other musical, literary or dramatic material, and to add new lyrics to the music of the Compositions or new music to the lyrics of the Compositions. Writer/Label waives any and all claims that it/they has or may have against Company, its associates, affiliates and subsidiaries because the title of the Composition/Recordings may be the same as or similar to that of any other musical compositions or recordings previously or subsequently acquired by Company.

Writer/Label does irrevocably empower and appoint Company, or any of its officers, Writer/Label’s true and lawful attorney (with full power of substitution and delegation) in Writer/Label’s name, and in Writer/Label’s place and stead, or in Company’s name, to take and do such action, and to make, sign, execute, acknowledge, deliver, and record any and all instruments or documents which Publisher, from time to time, may deem desirable or necessary to vest in Company, its successors, assigns and licensees, any of the rights granted by Writer/Label under this Agreement, including, without limitation, such instruments or documents required to secure to Company copyright registration and protection for the Compositions/ Recordings for the full term of copyright and for any renewals or extensions thereof.

Company shall have the right to assign this Agreement and any of its rights hereunder and to delegate any of its obligations hereunder in whole or in part, to any person, firm or corporation. Writer/Label shall not transfer nor assign this Agreement or any interest therein or any sums that may be or become due hereunder without the prior written consent of Company, which shall not be unreasonably withheld. No purported assignment or transfer in violation of this restriction shall be valid to pass any interest to the assignee or transferee until Writer /Label has given notice to Company.

For the avoidance of any doubt regarding the Compositions, it is expressly understood that Writer/Label hereby assigns all right, title and interest in the Compositions written during the Term and the Compositions listed on Schedule A, including the copyrights thereof, and that Company shall have the exclusive right to administer said Compositions for life of the copyrights, and all renewals thereof.

Company may take such action as it deems necessary, whether in Writer/Label’s name or in its own name, against any person to protect the rights and interest acquired by Exclusive Company under this Agreement. Company will promptly notify Writer/Label of any claims, action, demand or proceeding that may affect Company of Writer/Label’s interest in the Compositions/Recordings. Writer/Label will, at Company’s request, cooperate fully with Company in any controversy which may arise or litigation which may be brought concerning Company’s rights and interests acquired under this Agreement.

This Agreement contains the entire understanding between parties and shall supersede any existing agreement concerning the same or similar subject matter. All of its terms, conditions and covenants shall be binding upon and inure to the benefit of the respective parties and their heirs, successors and assigns. No modification or waiver hereunder shall be valid unless the same is in writing and is signed by the party sought to be bound. If any part of this agreement shall be invalid or unenforceable, it shall not affect the validity of the balance of this agreement.

This Agreement shall be deemed to have been made in the State of Florida and its validity, construction and effect shall be governed by and construed under the laws and judicial decisions of the State of Florida. Any action for breach of this Agreement or to enforce any rights or obligations under this Agreement shall be in a court of competent jurisdiction in the State of Florida, County of St. Johns and the parties hereto agree to submit to the jurisdiction of any such court.

All notices, statements and payments required or desired to be given hereunder shall be given by addressing same to the addresses of the respective parties set forth above and below, or to such other address as either party may hereafter designate, by writing and shall be delivered by the United States mails, certified or registered, postage prepaid.

By executing this agreement below, Writers, jointly and severally, and as needed, Label acknowledge that they have read this Agreement in its entirety, that they understand its meaning and intent, that they (or each of them) have been advised, or have had the unrestricted opportunity to be advised, by legal counsel of their choice, and they are competent to enter into its terms.

This Agreement may be signed in duplicate originals. Scanned signatures shall be accepted as original documents.

the parties have executed this Agreement on the date herein set forth above, which shall be its effective date.

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