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<strong class="fs_14px">SYNC/MASTER USE LICENSE</strong><br /><span class="fs_11px col_666666">Please fill out the Synchronization/Master Use Application to give some details about your project.  This applies to all Entertainment Media and Audio Visual Products (and also radio) including television programming, motion pictures, television advertising, internet programming including advertising, background music for live theatrical performances, corporate training videos, photographic slide presentations, personal home videos, flash animation for website based programming, website background music, computer programs, computer program based presentations, online tutorials, Powerpoint presentations, software demonstrations, web-based video games, DVD based video games, video blogs, radio advertising, television or radio so-called bumper music, and podcasts.  Shaun Friedman is the Songwriter/Owner of the Music, Unbelievable Beats is the Publisher, and Shaun Friedman owns the master recording, making this a streamlined process.  The voice tag (when applicable) will be removed after purchasing the track and you will receive the mixed and mastered .wav file.  Shaun Friedman must receive a signed Synchronization/Master Use license agreement in order to complete the purchase.</span>

<div class="license_box"><h3 class="mb_10px"><strong>NON-EXCLUSIVE LICENSE AGREEMENT</strong></h3><div class="license_box_inner"><p style="padding-bottom: 20px;">The &nbsp;following shall constitute an Agreement ("Agreement") on &nbsp;this the <strong><u>8th</u></strong> day of <strong><u>September</u></strong>, <strong><u>2010</u></strong> between &nbsp;<strong><u>Your Name Here</u></strong> ("Licensee") and <strong><u>Shaun Friedman</u></strong> ("Producer"). The terms of this Agreement are as follows:</p> <p><u><strong style="font-size: 14px;">1. LICENSE:</strong></u></p> <p style="padding-bottom: 20px;">Producer is the owner of a master recording ("Master") titled &nbsp;"<b><u>{beat_title}</u></b>" the music of which was composed by &nbsp;Producer ("Music"). Producer by this Agreement hereby grants to Licensee a non-exclusive license to use the Master and Music for the purpose of adding lyrics to the existing Music and creating a new recording of a song ("Song") for the specific use of manufacturing, distributing and selling records ("Records") embodying the New Recording.</p> <p><u><strong style="font-size: 14px;">2. RIGHTS &nbsp;GRANTED</strong>:</u></p> <p>Producer hereby grants to Licensee the following right subject to the &nbsp;following:</p> <ul style="padding-bottom: 10px;">&nbsp;&nbsp; &nbsp; <li>a. The right to manufacture, distribute, sell, advertise, publicly &nbsp;perform and broadcast on a non-exclusive basis, Records containing &nbsp;the performance embodied in the Masters made hereunder.</li>&nbsp;&nbsp; &nbsp; <li>b. The right to add lyrics to the existing Music and creating a song &nbsp;("Song") to be owned by Producer and by the writer of lyrics &nbsp;added to the Music. Licensee shall have the right to record the Song &nbsp;and create a New Recording embodying the Song. &nbsp;Licensee shall not &nbsp;have the right to alter, adapt, license, change or remix the Master &nbsp;or Music without Producer's written approval.</li>&nbsp;&nbsp; &nbsp; <li>c. The right to use the names, approved likeness and approved biography &nbsp;of Producer in connection with the advertising, publicizing or sale &nbsp;of Records manufactured, distributed and sold.</li>&nbsp;&nbsp; &nbsp; <li>d. Producer has the right to license and lease the Master and Music to &nbsp;other third parties on a non-exclusive basis.</li>&nbsp;&nbsp; &nbsp; <li>e. Any rights not specifically granted and set forth in this License &nbsp;are hereby reserved by the Producer.</li></ul> <p><u><strong style="font-size: 14px;">3. DELIVERY:</strong></u></p> <p style="padding-bottom: 20px;">Upon receipt of payment by Licensee, Producer shall deliver to &nbsp;Licensee a fully mixed and equalized Master in an acceptable audio &nbsp;format such as CDR or MP3, WAV file, etc., commercially satisfactory &nbsp;to Licensee for use on a record ("Record").</p> <p><u><strong style="font-size: 14px;">4. COMPENSATION:</strong></u></p> <p style="padding-bottom: 20px;">Licensee shall pay Producer the amount of <strong><u>{beat_price_word}</u></strong> Dollars (<u>${beat_price}</u>) for the rights granted in this &nbsp;Agreement. This amount shall cover the manufacturing, distribution &nbsp;and sale of one thousand (1,000) Records. In the event additional &nbsp;Records are manufactured, distributed or sold, Licensee shall pay to &nbsp;Producer the royalty set forth in the paragraph titled Royalties.</p> <p><u><strong style="font-size: 14px;">5. RIGHTS &nbsp;IN MASTER RECORDING:</strong></u></p> <p style="padding-bottom: 20px;">Each Master licensed under this Agreement shall be owned by Producer &nbsp;and Producer shall have the exclusive right to claim ownership of and &nbsp;register the copyright to those Masters in his name as the owner and &nbsp;author of them and to secure any and all renewals and extensions of &nbsp;such copyright throughout the world. Producer and Licensee shall own &nbsp;the New Recording equally and Producer shall have the right to &nbsp;register the copyright to the New Recording in the name of Producer &nbsp;and Licensee. Neither party shall have the right to license the New &nbsp;Recording for any other uses except as set forth herein without the &nbsp;written permission of the other party.</p> <p><u><strong style="font-size: 14px;">6. NAMES &nbsp;&amp; LIKENESS:</strong></u></p> <p style="padding-bottom: 20px;">Licensee shall have the world wide right in perpetuity to use and to &nbsp;permit others to use Producer's name, (both legal and professional, &nbsp;and whether presently or hereafter used by the Producer), likeness, &nbsp;other identification, and biographical material concerning the &nbsp;Producer for purposes of trade and otherwise without restriction in &nbsp;connection with the Masters recorded hereunder, the Records derived &nbsp;therefrom.</p> <p><u><strong style="font-size: 14px;">7. CREDIT:</strong></u></p> <p style="padding-bottom: 20px;">Licensee shall give Producer appropriate production and song writing &nbsp;credit on all compact discs, record and cassette labels or any other &nbsp;record configuration manufactured which is now known or created in &nbsp;the future that embodies the Masters created hereunder and on all &nbsp;cover liner notes. Such credit shall be in substantial form: &nbsp; "Produced by Shaun Friedman of unbelievablebeats.com." If &nbsp;Licensee fails to comply with this clause in any instances or sole &nbsp;obligation to Producer by reason of such failure Producer's sole &nbsp;remedy is to have Licensee add the appropriate credit. &nbsp;Licensee &nbsp;shall provide Producer with five (5) copies of the completed Record &nbsp;within thirty (30) days after manufacture of any Record embodying the &nbsp;Masters.</p> <p><u><strong style="font-size: 14px;">8. RIGHTS TO SONG:</strong></u></p> <p style="padding-bottom: 20px;">Producer shall be considered the author of the Music recorded on the Masters recorded hereunder which are written or composed by Producer &nbsp;and thus entitled to fifty percent (50%) ownership to the Song. &nbsp;Appropriate credit as a song writer and author of the music showing &nbsp;author's performance right society affiliation shall be given to &nbsp;Producer as follows: "Music by Shaun Friedman (ASCAP)." Producer &nbsp;as the sole writer of the music produced under this Agreement shall have the right to prepare and file copyright registration forms for the Music produced under this Agreement. Licensee shall have the right to give the Song a title and register the Song for copyright, &nbsp;providing Producer the copyright credit in the Music in the Song. &nbsp;Licensee &nbsp;agrees to notify the producer in writing within 7 days after the date &nbsp;the Song has been published or released for sale pursuant to the &nbsp;copyright law including but not limited to the offer for sale of a &nbsp;recording on a Compact Disc (C.D.) or a digital download. Producer &nbsp;shall have sole administration rights to the Music in the Song created under this Agreement. Producer shall have no rights to &nbsp;administrate the rights in the lyrics to the Song. &nbsp;Neither party may &nbsp;license the Song without the express written permission with the &nbsp;other party. Either party may license their respective separate &nbsp;copyrights without the consent of the other. &nbsp;Licensee shall not have &nbsp;the right to license the Music to any third party without the written consent of Producer. The parties shall receive each of his/her performance royalties directly from his/her respective performance rights society.</p> <p style="font-size: 14px;"><u><strong>9. ROYALTIES:</strong></u></p> <p>After sale of one thousand (1,000) Records, the license under this &nbsp;Agreement shall continue so long as Licensee pays to Producer &nbsp;royalties as follows:</p> <ul style="padding-bottom: 10px;">&nbsp;&nbsp; &nbsp; <li><u><strong>a. Record &nbsp;Royalties (for use of Master)</strong></u>: &nbsp;In addition to the fee set forth in this Agreement, Producer shall &nbsp;also receive an amount equal to twenty five percent &nbsp;(25%) of the net &nbsp;receipts ("Net Receipts") received by Licensee for the sale of &nbsp;any Record, including Digital Transmissions, in which the Master(s) &nbsp;is/are embodied on divided by a fraction, the numerator of which &nbsp;shall be the number of Masters produced by Producer appearing on any &nbsp;Record embodying the Masters and the denominator of which shall be &nbsp;the total the number of all royalty<strong> </strong>bearing &nbsp;masters appearing on the Record.</li>&nbsp;&nbsp; &nbsp; <li><u><strong>b. Mechanical &nbsp;Licensing and Royalties (for use of Music)</strong></u>: &nbsp;All musical compositions or material recorded pursuant to this &nbsp;Agreement, which are written or composed, in whole or in part, or &nbsp;owned or controlled directly or indirectly by Producer (herein &nbsp;"Controlled Compositions"), shall be and are hereby &nbsp;perpetually licensed to Licensee for the United States and Canada at &nbsp;a royalty per selection equal to Producer's share of the Song &nbsp;multiplied by one hundred percent (100%) of the mechanical statutory &nbsp;per selection rate (with regard to playing time) effective on the &nbsp;date of initial U.S. commercial release of the masters concerned &nbsp;hereinafter sometimes to be referred to as the "Per Selection &nbsp;Rate". Notwithstanding the foregoing, with respect (100%) of the &nbsp;minimum statutory mechanical royalty rate as established by the &nbsp;mechanical rights society having jurisdiction over the territory in &nbsp;which records are manufactured.</li>&nbsp;&nbsp; &nbsp; <li><u><strong>c. Accounting:</strong></u> Licensee shall account to Producer for royalties, on a semi-annual &nbsp;basis and pay royalties to Producer, if any, within forty (40) days &nbsp;of the end of each semi-annual period beginning December 31 and June &nbsp;30. Licensee shall send such accounting with payment, if any, to &nbsp;Producer at Producer's address listed below. &nbsp;In the event Producer's &nbsp;address changes, Licensee shall have no obligation to send the &nbsp;accounting and royalty payment to any other address until Producer &nbsp;shall give to Licensee in writing such new address. Licensee shall &nbsp;maintain books of account concerning the sale of Records hereunder. &nbsp; Producer, or a certified public accountant, on Producer's behalf, &nbsp;may, at Producer's sole expense, examine Licensee's books relating to &nbsp;the sale of Records hereunder solely for the purpose of verifying the &nbsp;accuracy thereof, only during our normal business hours and upon &nbsp;seven (7) business days written notice. &nbsp;Licensee's books relating to &nbsp;any particular royalty statement may be examined as aforesaid within &nbsp;three (3) years after the date rendered.</li></ul> <p><u><strong style="font-size: 14px;">10. DEFINITIONS:</strong></u></p> <ul style="padding-bottom: 10px;">&nbsp;&nbsp; &nbsp; <li><strong>"Record(s)"</strong> shall mean and include without limitation all forms of recording and &nbsp;record reproduction by which sound may be fixed, embodied, or &nbsp;recorded by any method now known or later developed, for any and all &nbsp;public or commercial uses including magnetic recording tape, compact &nbsp;disc, laser disc, film, electronic video tapes or recordings, digital &nbsp;transmissions or digital downloads (i.e. mp3, WAV, MPEG, etc.) and &nbsp;any other medium or device now known or later developed. Record shall &nbsp;include any configuration sold such as a single, extended play ("EP") &nbsp;or long play album ("LP"), in any form of media now existing or &nbsp;later developed.</li>&nbsp;&nbsp; &nbsp; <li><strong>"Master"</strong> shall mean every recording of sound, whether or not coupled with a &nbsp;visual image, by any method and on any substance or material, whether &nbsp;now or hereafter known, which is used or useful in the recording &nbsp;production and/or manufacture of &nbsp;Records.</li>&nbsp;&nbsp; &nbsp; <li><strong>"Digital &nbsp;Transmissions"</strong> shall mean the transmission and distribution to the consumer, other &nbsp;than the distribution of physical Records to consumers, whether of &nbsp;sound alone, sound coupled with an image or sound coupled with data, &nbsp;in any form including but not limited to the downloading or other &nbsp;conveyance of Artist's performance on masters recorded pursuant to &nbsp;this Agreement, by telephone, satellite, cable, direct transmission &nbsp;over wire or through the air, and on-line computers whether a direct &nbsp;or indirect charge that is made to receive the transmission, or any &nbsp;other transmission that is known or created in the future</li>&nbsp;&nbsp; &nbsp; <li><strong>"Net &nbsp;Receipts"</strong> shall mean the amount received by Licensee from sales or licenses of &nbsp;Records after deducting any and all direct expenses, costs, taxes &nbsp;and/or third party payments incurred by Licensee in connection with &nbsp;the recording costs attributed to the creation, and production of the &nbsp;Master including any advance fees payable to Producer under this &nbsp;Agreement recorded or produced under this Agreement.</li></ul> <p><u><strong style="font-size: 14px;">11. WARRANTIES &nbsp;AND INDEMNITY:</strong></u></p> <p style="padding-bottom: 20px;">Producer warrants it is the sole owner of the performances on the &nbsp;Masters and/or has been granted all rights associated with the &nbsp;recording of the Music embodied on the Masters and hereby have the &nbsp;right to grant the terms of this Agreement. The Music and &nbsp;performances embodied in the Master, and any use thereof by Licensee &nbsp;or its grantees, licensees, or assigns, will not violate or infringe &nbsp;upon the rights of any third party. Licensee warrants it shall be the &nbsp;sole owner of the performances on the New Recording and has been or &nbsp;will be granted all rights associated with the New Recording &nbsp;embodying the Master and the Music. The lyrics added to the Music to &nbsp;create the Song and performances embodied in the New Recording, will &nbsp;not violate or infringe upon the rights of any third party. The &nbsp;parties agree to indemnify and hold harmless each other, their &nbsp;officers, agents, employees, attorneys and assignees, from and &nbsp;against any and all claims, damages, liabilities, costs and expenses &nbsp;including but not limited to attorney's fees, arising out of any &nbsp;breach of any representation, warranty, term or agreement made or to &nbsp;be performed by this Agreement.</p> <p><u><strong style="font-size: 14px;">12. ENTIRE &nbsp;AGREEMENT:</strong></u></p> <p style="padding-bottom: 20px;">This Agreement sets forth the entire agreement between the parties &nbsp;with respect to the subject matter hereof. &nbsp;No modification, &nbsp;amendment, waiver, termination or discharge of this Agreement, shall &nbsp;be binding upon either party unless confirmed by a written instrument &nbsp;signed by either party or their agent.</p> <p><u><strong style="font-size: 14px;">13. JURISDICTION:</strong></u></p> <p style="padding-bottom: 20px;">This agreement shall be construed in accordance with the laws of the &nbsp;State of <strong><u>Ohio</u></strong>. Any dispute arising under this Agreement &nbsp;shall be filed in a court in <strong><u>Cuyahoga</u></strong> County, <strong><u>Ohio</u></strong>. The parties agree to mediate the terms of any dispute &nbsp;of this Agreement prior to filing a lawsuit in accordance with the &nbsp;rules of the American Arbitration Association.</p> <p>The &nbsp;effective date of this Agreement shall be the date first written &nbsp;above. </p><pre style="font-size: 12px;">- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -<br /><strong style="font-size: 18px;">Unbelievable Beats</strong><br /><br />By: &nbsp; &nbsp; &nbsp;<strong><u>Shaun Friedman, Owner</u></strong><br /><br />&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; Address: &nbsp; &nbsp; <strong><u>27020 Cedar Road #615-1</u></strong><br />&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<strong><u>Beachwood, Oh 44122</u></strong><br /><br /><strong style="font-size: 18px;">Licensee</strong><br /><br />By: &nbsp; &nbsp; &nbsp;<strong><u>Your Name Here</u></strong> <span style="font-style: italic; color: rgb(153, 153, 153); font-size: 12px;">(this will serve as a digital signature)</span><br /><br />&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; Address: &nbsp; &nbsp; <strong><u>Your Address Here</u></strong></pre></div></div>

<div class="license_box"><h3 class="mb_10px"><strong>EXCLUSIVE LICENSE AGREEMENT</strong></h3><div class="license_box_inner"><p style="padding-bottom: 20px;">The &nbsp;following shall constitute an Agreement ("Agreement") on &nbsp;this the <strong><u>8th</u></strong> day of <strong><u>September</u></strong>, <strong><u>2010</u></strong>, between &nbsp;<strong><u>Your Name Here</u></strong> ("Client") and &nbsp;<strong><u>Shaun Friedman</u></strong> ("Producer") for Producer's services &nbsp;as a producer of Master recordings to be owned by Client. The terms &nbsp;of this Agreement are as follows:</p> <p><u><strong style="font-size: 14px;">1. ENGAGEMENT:</strong></u></p> <p style="padding-bottom: 20px;">Producer shall perform Record production services and produce a &nbsp;Master for inclusion, at Client's election, on a Record of the &nbsp;artist known as ______________________ ("Artist").</p> <p><u><strong style="font-size: 14px;">2. RECORDING PROCEDURE:</strong></u></p> <p>Producer shall deliver to Client upon completion, a fully mixed, &nbsp;edited, and equalized Master in a format to be mutually agreed to by &nbsp;the parties, commercially satisfactory to Client for use on a record &nbsp;("Record"), and all original and duplicate Masters of the music &nbsp;and all other material recorded. Producer shall act diligently in &nbsp;completion of the Master. All songs recorded hereunder are as &nbsp;follows:</p> <table style="margin-bottom: 30px;" border="0" cellpadding="0" cellspacing="0" width="450"> <tbody> <tr> <td><strong style="color: rgb(102, 102, 102);">Title</strong></td> <td><strong style="color: rgb(102, 102, 102);">Owner of Music</strong></td></tr> <tr> <td valign="top"><strong style="font-size: 14px;"><u>{beat_title}</u></strong></td> <td valign="top"><strong style="font-size: 14px;"><u>Shaun Friedman (100%)</u></strong><br />Producer</td></tr></tbody></table> <p><u><strong style="font-size: 14px;">3. COMPENSATION:</strong></u></p> <p>Client shall pay Producer the following for Producer's services &nbsp;listed in this Agreement:</p> <ul style="padding-bottom: 10px;">&nbsp;&nbsp; &nbsp; <li>a. A payment of &nbsp;{beat_price_word} No/100's Dollars &nbsp;($<u>{beat_price}</u>) shall be paid to Producer as an Advance for &nbsp;Producer's services provided hereunder.</li>&nbsp;&nbsp; &nbsp; <li>b. In addition to the fee set forth in 3a, Producer shall receive an &nbsp;amount equal to twenty five percent (25%) of the of the Net Receipts &nbsp;paid to Artist for exploitation of the Masters, including, but not &nbsp;limited to sales of Records or any flat fee received by Artist for &nbsp;licensing or sublicensing the Masters ("Royalty"). Producer's &nbsp;Royalty shall be divided by a fraction, the numerator of which shall &nbsp;be the number of Masters produced by Producer appearing on any Record &nbsp;embodying the Masters and the denominator of which shall be the total &nbsp;the number of all Royalty<strong> </strong>bearing &nbsp;masters appearing on the Record.</li>&nbsp;&nbsp; &nbsp; <li>&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; <ul>&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <li>i. Client shall account to Producer for any Royalties due under this &nbsp;Agreement within thirty (30) days of receipt of payment by Client. &nbsp;Client shall send such accounting with payment, if any, to Producer &nbsp;at Producer's address listed below. &nbsp;In the event Producer's address &nbsp;changes, Client shall have no obligation to send the accounting and &nbsp;royalty payment to any other address until Producer shall give to &nbsp;Client in writing such new address.</li>&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <li>ii. Producer shall be deemed to have consented to all royalty statements &nbsp;and all other accountings rendered by Client hereunder and each such &nbsp;royalty statement or other accounting shall be conclusive, final, and &nbsp;binding, and shall not be subject to any objection for any reason &nbsp;whatsoever unless specific objection in writing, stating the basis &nbsp;thereof, is given by Producer to Company within two (2) years after &nbsp;the date rendered.</li>&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <li>iii. Client shall maintain books of account concerning the sale of Records &nbsp;hereunder. &nbsp;Producer, or a representative, in Producer's behalf, may, &nbsp;at Producer's sole expense, may examine Client's books (relating to &nbsp;the sale of Records hereunder) solely for the purpose of verifying &nbsp;the accuracy thereof, only during Client's normal business hours &nbsp;and upon reasonable written notice. &nbsp;Client's books relating to any &nbsp;particular royalty statement may be examined as aforesaid only within &nbsp;two (2) years after the date rendered and Client shall have no &nbsp;obligation to permit Producer to so examine Client's such books &nbsp;relating to any particular royalty statement more than once.</li>&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; <li><em><strong>Alternate &nbsp;Clause If Artist is the Client</strong></em><br /><br />&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<em>iv. If artist is the Client under this agreement, then Client agrees to &nbsp;prepare and send a letter of direction to Client's Record Company &nbsp;directing any payments due Producer under this Agreement to be paid &nbsp;from Client's royalty and paid directly to Producer. Producer shall &nbsp;not be paid any monies in respect of any exploitation of the Masters &nbsp;for which Artist is not paid or had credited to its account. However &nbsp;notwithstanding the foregoing, no royalties shall be payable to &nbsp;Producer hereunder until all Advances under this Agreement shall have &nbsp;been recouped either by Client or by Artist's Record Company from &nbsp;Royalties payable to Artist.</em>&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</li>&nbsp;&nbsp; &nbsp; &nbsp; &nbsp;</ul>&nbsp;&nbsp; &nbsp;</li></ul> <p><u><strong style="font-size: 14px;">4. RIGHTS IN RECORDING:</strong></u></p> <p style="padding-bottom: 20px;">All rights, title and interest in the Master which are attributable &nbsp;to the Producer's participation in its authorship will be deemed &nbsp;transferred to Client by this Agreement and this Agreement may be &nbsp;filed with the Register of Copyright as an official transfer of &nbsp;copyright if such be necessary. &nbsp; All Masters made under this &nbsp;Agreement, from the inception of recording and Records derived &nbsp;therefrom, shall be the sole property of Client, free from any claims &nbsp;whatsoever by Producer or any other person; and Client shall have the &nbsp;exclusive right to claim ownership of and register the copyright to &nbsp;those Masters in his name as the owner and author of them and to &nbsp;secure any and all renewals and extensions of such copyright &nbsp;throughout the world.</p> <p><u><strong style="font-size: 14px;">5. NAMES &amp; LIKENESS:</strong></u></p> <p style="padding-bottom: 20px;">Client shall have the world wide right in perpetuity to use and to &nbsp;permit others to use Producer's name, (both legal and professional, &nbsp;and whether presently or hereafter used by the Producer), likeness, &nbsp;other identification, and biographical material concerning the &nbsp;Producer for purposes of trade and otherwise without restriction in &nbsp;connection with the Masters recorded hereunder, the Records derived &nbsp;therefrom.</p> <p><u><strong style="font-size: 14px;">6. CREDIT:</strong></u></p> <p style="padding-bottom: 20px;">Client shall give Producer appropriate production and songwriting &nbsp;credit on all compact discs, record and cassette labels or any other &nbsp;record configuration manufactured which is now known or created in &nbsp;the future that embodies the Masters created hereunder and on all &nbsp;cover liner notes. Such credit shall be in substantial form: &nbsp;"Produced by Shaun Friedman of unbelievablebeats.com." If &nbsp;Client fails to comply with this clause in any instances the sole &nbsp;obligation to Producer by reason of such failure shall be for Client &nbsp;to use Client's best efforts to rectify the error in all such &nbsp;materials prepared after Client's receipt of notice of this failure &nbsp;by Client. &nbsp;No inadvertent failure by Client to satisfy the credit &nbsp;obligation set forth herein shall be deemed a breach of this &nbsp;Agreement. &nbsp;Client shall provide Producer with five (5) copies of the &nbsp;completed Record within thirty (30) days after manufacture of any &nbsp;record embodying the Masters.</p> <p><u><strong style="font-size: 14px;">7. MUSICAL &nbsp;COMPOSITIONS ("Songs"):</strong></u></p> <p style="padding-bottom: 20px;">Producer shall be considered the author of the Music recorded on the &nbsp;Masters recorded hereunder which are written or composed by Producer, &nbsp;in whole or in part, alone or in collaboration with Client or with &nbsp;others. &nbsp;Such ownership percentage shall be accorded to Producer in &nbsp;accordance with Producer's percentage of authorship based on the &nbsp;copyright laws of the United States and as set forth in paragraph #2 &nbsp;under this agreement. Appropriate credit as a Song writer and author &nbsp;of the Music showing author's performance right society affiliation &nbsp;shall be given to Producer based on the songs produced and created &nbsp;under this Agreement. Appropriate credit as a song writer and author &nbsp;of the music showing author's performance right society affiliation &nbsp;shall be given to Producer as follows: "Music by Shaun Friedman &nbsp;(ASCAP)." Client &nbsp;agrees to notify the producer in writing within 7 days after the date &nbsp;the Song has been published or released for sale pursuant to the &nbsp;copyright law including but not limited to the offer for sale of a &nbsp;recording on a Compact Disc (C.D.) or a digital download. &nbsp;If Producer is the sole writer of the music produced under this &nbsp;Agreement, then Producer shall have the right to prepare and file &nbsp;copyright registration forms for the music produced under this &nbsp;Agreement. Producer shall provide Client with a copy of the filed &nbsp;registration form upon receipt by Producer of the filed form from the &nbsp;Copyright Office. Client shall have the right to incorporate lyrics &nbsp;with the music created hereunder to create a new song ("New Song") &nbsp;and Client shall have the right to give the New Song a new title and &nbsp;register the New Song for copyright, providing Producer the copyright &nbsp;credit in the Music in the New Song as set forth in this Agreement. &nbsp;Producer shall have sole administration rights to the Music created &nbsp;under this Agreement. Producer shall not have the right to sell, &nbsp;assign or license the music for use as part of a song other than in &nbsp;the New Song to any third party without the written consent of &nbsp;Client.</p> <p><strong style="font-size: 14px;"><u>8. MECHANICAL &nbsp;LICENSING AND ROYALTIES:</u></strong> </p> <ul style="padding-bottom: 10px;">&nbsp;&nbsp; &nbsp; <li>(a) &nbsp;All musical compositions or material recorded pursuant to this &nbsp;Agreement, which are written or composed, in whole or in part, or &nbsp;owned or controlled directly or indirectly by Producer (herein "Controlled Compositions"), shall be and are hereby &nbsp;perpetually licensed to Client for the United States and Canada at a &nbsp;royalty per selection equal to Seventy-five (75%) percent of the &nbsp;mechanical statutory per selection rate (with regard to playing time) &nbsp;effective on the date of initial U.S. commercial release of the &nbsp;masters concerned hereinafter sometimes to be referred to as the"Per &nbsp;Selection Rate." Notwithstanding the foregoing, with respect to &nbsp;foreign sales, the royalty per selection shall be equal to &nbsp;Seventy-five (75%) percent of the minimum statutory mechanical &nbsp;royalty rate as established by the mechanical rights society having &nbsp;jurisdiction over the territory in which records are manufactured.</li>&nbsp;&nbsp; &nbsp; <li>(b) &nbsp;Notwithstanding the foregoing, all mechanical royalties payable to &nbsp;Producer hereunder shall paid on the basis of net records sold<strong> </strong>and &nbsp;shall be calculated and payable on the same basis which royalties are &nbsp;calculated and payable to Artist pursuant to Artist's Recording &nbsp;Agreement with Artist's Record Company that releases the Masters of &nbsp;Songs produced under this Agreement including but not limited to any &nbsp;and all reductions for foreign mechanical royalties, controlled &nbsp;compositions, premiums, promotional, free goods, etc.</li>&nbsp;&nbsp; &nbsp; <li>(c) &nbsp;Client shall account to Producer, on a semi-annual basis and pay &nbsp;royalties to Producer, if any, within thirty (30) days of the end of &nbsp;each semi-annual period beginning December 31 and June 30. Client &nbsp;shall send such accounting with payment, if any, to Producer at &nbsp;Producer's address listed below. &nbsp;In the event Producer's address &nbsp;changes, Client shall have no obligation to send the accounting and &nbsp;royalty payment to any other address until Producer shall give to &nbsp;Client in writing such new address.</li></ul> <p><u><strong style="font-size: 14px;">9. DEFINITIONS:</strong></u></p> <ul style="padding-bottom: 10px;">&nbsp;&nbsp; &nbsp; <li><strong>"Digital &nbsp;Format"</strong> shall mean the format of the Masters other than a physical &nbsp;configuration typically created in a computer file format (e.g. MP3, &nbsp;WAV, etc. ) that are distributed and sold to Consumers by Electronic &nbsp;Transmission.</li>&nbsp;&nbsp; &nbsp; <li><strong>"Electronic Transmissions"</strong> shall mean the transmission and distribution to the consumer, other &nbsp;than the distribution of physical Records to consumers, whether of &nbsp;sound alone, sound coupled with an image or sound coupled with data, &nbsp;in any form including but not limited to the downloading or other &nbsp;conveyance of Artist's performance on Masters, Digital Formats or &nbsp;audiovisual recordings recorded hereunder by telephone, satellite, &nbsp;cable, direct transmission over wire or through the air, and on-line &nbsp;computers whether a direct or indirect charge is made to receive the &nbsp;transmission.</li>&nbsp;&nbsp; &nbsp; <li><strong>"Master"</strong> shall mean every recording of sound, whether or not coupled with a &nbsp;visual image, by any method and on any substance or material, whether &nbsp;now or hereafter known, which is used or useful in the recording &nbsp;production and/or manufacture of Records.</li> <li><strong>"Records"</strong> shall mean and include without limitation all forms of recording and &nbsp;record reproduction by which sound may be fixed, embodied, or &nbsp;recorded by any method now known or later developed, for any and all &nbsp;public or commercial uses including magnetic recording tape, compact &nbsp;disc, digital formats, digital transmissions. laser disc, film, &nbsp;electronic video tapes or recordings, and any other medium or device &nbsp;now known or later developed.</li></ul> <p><u><strong style="font-size: 14px;">10. WARRANTIES:</strong></u></p> <p style="padding-bottom: 20px;">Producer hereby warrants that the Master shall be entirely the &nbsp;property of Client, free of any claims whatsoever by Producer or any &nbsp;person deriving any rights or interest from Producer. Producer &nbsp;warrants it is the sole owner of the performances on the Masters &nbsp;and/or have been granted all rights associated with the recording of &nbsp;the music embodied on the Masters and hereby have the right to grant &nbsp;the terms of this Agreement. The songs and performances embodied in &nbsp;the Recordings, and any use thereof by Client or its grantees, &nbsp;licensees, or assigns, will not violate or infringe upon the rights &nbsp;of any third party. &nbsp;Producer warrants it has secured all proper &nbsp;licenses for the right to perform and record all or any part of the &nbsp;performances or recording embodied on the Master. &nbsp;Further, Producer &nbsp;warrants that there are no "samples," "interpolations," or &nbsp;"replays" of any kind embodied in the master.</p> <p><u><strong style="font-size: 14px;">11. ENTIRE &nbsp;AGREEMENT:</strong></u></p> <p style="padding-bottom: 20px;">This Agreement sets forth the entire agreement between the parties &nbsp;with respect to the subject matter hereof. &nbsp;No modification, &nbsp;amendment, waiver, termination or discharge of this Agreement, shall &nbsp;be binding upon either party unless confirmed by a written instrument &nbsp;signed by either party or their agent.</p> <p><u><strong style="font-size: 14px;">12. JURISDICTION:</strong></u></p> <p style="padding-bottom: 20px;">This agreement shall be construed in accordance with the laws of the &nbsp;State of <strong><u>Ohio</u></strong>. Any dispute arising under this Agreement shall &nbsp;be filed in a court in <strong><u>Cuyahoga</u></strong> County, <strong><u>Ohio</u></strong>.</p> <p><u><strong style="font-size: 14px;">13. INDEPENDENT CONTRACTOR:</strong></u></p> <p style="padding-bottom: 20px;">Producer &nbsp;hereby acknowledges and agrees that Producer's services are being &nbsp;provided hereunder as an independent contractor. Accordingly, and &nbsp;pursuant to Producer request Client shall not withhold, report or pay &nbsp;withholding taxes with respect to the compensation payable hereunder. &nbsp;"Withholding taxes" shall include, without limitation, &nbsp;federal and state income taxes, federal and state income taxes, &nbsp;federal social security tax, and unemployment insurance tax.</p> <p>The effective date of this Agreement shall be the date first written above.</p><pre style="font-size: 12px;">- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -<br /><strong style="font-size: 18px;">Unbelievable Beats</strong><br /><br />By: &nbsp; &nbsp; &nbsp;<strong><u>Shaun Friedman, Owner</u></strong><br /><br />&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; Address: &nbsp; &nbsp; <strong><u>27020 Cedar Road #615-1</u></strong><br />&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<strong><u>Beachwood, Oh 44122</u></strong><br /><br /><strong style="font-size: 18px;">Client</strong><br /><br />By: &nbsp; &nbsp; &nbsp;<strong><u>Your Name Here, Client</u></strong><br /><br />&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; Address: &nbsp; &nbsp; <strong><u>Your Address Here</u></strong><br /><br />&nbsp;&nbsp; &nbsp; &nbsp; &nbsp; Signature: &nbsp; ___________________________</pre></div></div>