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AGENCY AGREEMENT This Agency Agreement is made on __________ , by and between MAYDAY Music (“MAYDAY”) and ____________________________(“Client”) with the following facts in mind: MAYDAY is actively engaged in the business of licensing musical compositions and sound recordings for use in all forms of media, including motion pictures, broadcast television, advertising, internet and cable including through its Music and Publishing division the right to grant non-exclusive licenses for the public performances of the recordings and compositions. B. Client owns and/or controls the rights to license a catalog of musical compositions and/or sound recordings in all media. C. Client desires to appoint MAYDAY as its non-exclusive agent to secure licenses for use of all or such portion as Client may designate of its catalog (hereinafter "Client's Catalog") in all media. Now, therefore, in consideration of the mutual covenants contained herein, MAYDAY and Client agree as follows: 1. Client hereby appoints MAYDAY as Client’s non-exclusive worldwide agent to license Client’s Catalog in all media. MAYDAY is specifically authorized to make all, or such portion as MAYDAY may in its absolute discretion decide, of Client’s Catalog available for licensing on MAYDAY’s web site. 2.Client also grants MAYDAY the right to license Client's Catalog for public performances on a non-exclusive basis through MAYDAY's Music and Publishing division throughout the world. 3. Client shall make its Catalog or any portion it wishes to be included in this agreement available to MAYDAY for MAYDAY’s review. MAYDAY shall thereafter review Clients Catalog and determine in MAYDAY’s sole discretion the identity of the musical compositions and/or sound recordings that MAYDAY shall attempt to license. During the term of this agreement Client may submit additional musical compositions and/or sound recordings for consideration by MAYDAY for licensing pursuant to this agreement. 4. The licenses granted by MAYDAY pursuant to the authority of this Agency Agreement may be in perpetuity for life of any applicable copyrights and worldwide or for such lesser term or territory as MAYDAY in its sole discretion shall decide. MAYDAY will not grant an exclusive license in any musical composition or sound recording from Client’s Catalog unless it has received Client’s prior authorization to do so. 5. The fee to be charged (the “License Fee”) for the license of the musical compositions and/or sound recordings in Client’s Catalog shall be set by MAYDAY in its sole discretion. 6. Client shall be entitled to 50% (Fifty Percent) of all net License Fees received and collected by MAYDAY as a result of the Licensing by MAYDAY of Client’s Catalog. Non-refundable advances received and collected by MAYDAY will be treated as License Fees to be distributed pursuant to this Agency Agreement. 7. Client authorizes MAYDAY to collect all sums due client from Sound Exchange, which sums shall be credited to Client within 30 days of receipt by MAYDAY. 8. Client represents and warrants that it has full authority to enter into this Agency Agreement and grant MAYDAY the rights to license granted herein. Client hereby agrees to indemnify, hold harmless and defend MAYDAY, its agents, officers and employees, against any and all claims or suits arising from, or alleging, a breach by Client of any of the representations, warranties or covenants made by Client herein. MAYDAY will promptly notify Client of any such claim or suit and, in addition to any other remedies available to MAYDAY under the terms of this Agency Agreement or the law, MAYDAY may withhold all or any portion of the License Fees otherwise due Client hereunder until such claim or suit has been fully resolved. 9. Client acknowledges that the relationships between MAYDAY and the parties to whom MAYDAY licenses Client's catalogs are of special interest to MAYDAY and that MAYDAY has devoted substantial time, effort and expense to develop those relationships. Client therefore agrees that Client will not contact any such licensees directly unless MAYDAY has given Client written permission to do so. 10. This Agency Agreement may be terminated by either party upon 30 days written notice. All licenses issued by MAYDAY prior to the effective date of the termination of this Agency Agreement shall be valid and binding on Client. 11. This Agency Agreement shall be governed by the Laws of the State of California. Any dispute hereunder shall be submitted to arbitration before the American Arbitration Association in Los Angeles, California, to be heard by one arbitrator who is familiar with the music business. The prevailing party in any such dispute shall be entitled to recovery of its reasonable attorney fees and costs incurred in addition to any other relief granted. Judgment on any arbitration award may be entered in any State or Federal Court in the County of Los Angeles, State of California. 12. Notices hereunder shall be in writing and sent by facsimile and overnight delivery service to the addresses provided below. Notices shall be deemed received the next business day after having been sent in accordance with this paragraph. Notices should be sent as follows: If to MAYDAY: 520 Broadway Suite 350 Santa Monica, California 90401 fax: (310) 496-4491 13. This Agency Agreement may be executed in counterparts by use of digital signing technology. Facsimile signatures and/or digital signatures or website acknowledgement shall be treated as originals. Agreed and accepted. Mayday Music. By_________________ Dated:______________________ Its CEO Client By__________________ Dated:_______________________ An Authorized Signatory .