TRACK PROS PREMIUM NON-EXCLUSIVE BEAT LICENSE AGREEMENT

Thank you for choosing Track PROS. In purchasing our premium non-exclusive beat license, you agree to the following terms and conditions, which shall become effective immediately upon this date of [insert date]:

1. Introduction: We, Track PROS (“Producer”), are the author and copyright owner of the “beat”, which consists of an instrumental sound recording, as well as the musical composition underlying that sound recording, presently entitled [insert name of beat]; you wish to obtain a non-exclusive license to create a derivative work by adding lyrics and vocals to our beat; and we wish to grant such a non-exclusive license to you pursuant to the terms set forth herein.

2. Definitions: The following definitions shall apply to this licensing agreement: (a) “Derivative Composition” shall refer to the Instrumental Composition with your addition of lyrics; (b) “Derivative Master” shall refer to the Instrumental Master with your addition of vocal recordings; (c) “Instrumental Composition” shall refer the rhythm, melody, lyrics, arrangement, and all other elements comprising Producer’s musical composition performed on the Instrumental Master; (d) “Instrumental Master” shall refer to the sound recording embodying Producer’s performance of the Instrumental Composition; (e) the “Territory” of this Agreement shall be worldwide.

3. License Granted: Following your full payment, set forth below, we hereby grant to you a limited, non-transferrable, non-exclusive license (“License”) in the Instrumental Composition and the Instrumental Master to:

a. Create a derivative work (“Derivative Work”) by adding your lyrics and vocals to the Instrumental Composition and the Instrumental Master;

b. Publicly perform, and permit the unlimited public performance of the Derivative Work;

c. Reproduce, distribute, and sell, commercially or otherwise, via any media now known or hereafter devised, whether such is the first or a subsequent recording, up to one-hundred thousand (100,000) audio-only physical copies or digital downloads, up to five-hundred thousand (500,000) audio-only monetized streams, and unlimited non-profit audio-only streams, of the Derivative Recording (a “mechanical license”); and

d. Combine the Derivative Work with visual images to create a maximum of two (2) non-monetized “music videos” or other promotional videos for the Derivative Work for up to five-hundred thousand (500,000) streams. Please note that, due to Youtube’s content ID system, you are not permitted to monetize the videos created hereunder.

4. Limitation of License: The License granted herein shall expressly exclude: (a) the right to lease, license, transfer, sell, re-sell, reproduce, distribute, or publicly perform the Instrumental Composition or the Instrumental Master in any manner as an instrumental track or otherwise without the addition of significant lyrics and vocals; (b) the right to combine the Instrumental Composition or the Instrumental Master with visual images other than to create a music video or other promotional video for the Derivative Work, such as, without limitation, a television series, commercial, video game, documentary, visual podcast, talk show, or motion picture, which would require the negotiation of a separate license; and (c) the right to monetize the music videos or promotional videos on Youtube, Vimeo, or any other digital audiovisual service provider. The License granted herein is non-transferable by you to any third party, including, but not limited to, a record label, which will require the negotiation and execution of a separate licensing agreement to be determined in good faith between you and Producer.

5. Term of License: The term of the License shall expire upon the sooner of: (a) ten (10) years from the effective date hereof; (b) the sale of one-hundred thousand (100,000) audio-only physical copies or digital downloads of the Derivative Recording; (c) five-hundred thousand (500,000) audio-only streams of the Derivative Master; and (d) five-hundred thousand (500,000) streams of the music videos or promotional videos. Following expiration of the License term, any and all rights and permissions granted to you hereunder shall terminate, and you shall immediately remove the Derivative Master and related audiovisual works from all platforms unless and until a new licensing agreement is entered between Producer and you.

6. Recording Costs: You shall be solely responsible for any and all recording costs and other costs associated with the creation, promotion, and distribution of the Derivative Work.

7. Copyright Ownership in the Masters: Producer shall retain sole and exclusive ownership of one-hundred percent (100%) of the copyrights in and to the Instrumental Master, subject to the License set forth above, for the life of the copyrights therein, inclusive of renewals and extensions, throughout the Territory. Without limiting Producer’s sole ownership of the copyright in the Instrumental Master, the parties agree that the rights, title, and interest, throughout the Territory, including any copyright and renewals thereof, in the Derivative Master, along with any and all rights and privileges attaching to those rights, title, interest, and copyrights, to the extent that copyright exists separate and apart from the copyright in the Instrumental Master, shall vest: (a) fifty percent (50%) in Producer and Producer’s successors, assigns, and transfers; and (b) fifty percent (50%) in you and your successors, assigns, and transfers.

8. Writer & Publisher Splits: Producer shall retain sole and exclusive ownership of one-hundred percent (100%) of the copyrights in and to the Instrumental Composition, subject to the License set forth above, for the life of the copyrights therein, inclusive of renewals and extensions, throughout the Territory. Without limiting Producer’s sole ownership of the copyright in the Instrumental Composition, the parties agree that the rights, title, and interest, throughout the Territory, including any copyright and renewals thereof, in the Derivative Composition, along with any and all rights and privileges attaching to those rights, title, interest, and copyrights, to the extent that copyright exists separate and apart from the copyright in the Instrumental Composition, shall vest: (a) fifty percent (50%) (fifty percent (50%) of the so-called “songwriter’s share” and fifty percent (50%) of the so-called “publisher’s share”) in Producer and Producer’s successors, assigns, and transfers; and (b) fifty percent (50%) (fifty percent (50%) of the so-called “songwriter’s share” and fifty percent (50%) of the so-called “publisher’s share”) in you and your successors, assigns, and transfers. You shall accurately register and report the Derivative Composition to the applicable performing rights organizations, inclusive of Producer’s share, which shall be reported as Robert Hodge Jr., IPI No. 515640863/Track Pros Global Publishing, IPI No. 1032327309 (ASCAP), within fourteen (14) days following your first public performance or distribution of the completed Derivative Work. In the event that you fail to do so, Producer shall have the right to register the Derivative Composition with the applicable performance rights organizations, and Producer shall not be responsible for any public performance royalties which you are unable to collect as a result of your failure to do so.

9. Licensing Fee: As good and valuable consideration for the License granted in the Instrumental Composition and the Instrumental Master by Producer to you, you shall pay to Producer via Stripe, or an alternative method agreed to by Producer and you, in addition to mechanical royalties as set forth below, an upfront, non-refundable fee of seventy-five U.S. dollars ($75.00) prior to your downloading of the Instrumental Master.

10. Mechanical Royalties: You further agree to pay to Producer mechanical royalties, payable at rates no less favorable than those set forth by the United States Copyright Act, and applicable regulations, upon the effective date of this Agreement, in proportion to Producer’s ownership share of the copyright in the Derivative Composition. Monies due to Producer as mechanical royalties shall be calculated on a quarterly basis, with quarters to end December 31, March 31, June 30, and September 30, and such payments shall be made to Producer within thirty (30) days of the end of the quarter in which such monies were received by or on behalf of you and shall be accompanied by a statement of accounting. Payments made by you to Producer hereunder shall be made via Stripe to Producer’s account, unless and until Producer requests payment via a different mutually agreeable method. At any time during the applicable statute of limitations period as set forth by governing law after any statement is rendered by you hereunder, Producer or Producer’s representatives, shall have the right to audit your books and records with respect to such statement during normal business hours and with seven (7) business days’ notice to you, with such audits to take place at your principal place of business and not to exceed one (1) per calendar year. If the results of such audit indicate an underpayment by you to Producer of greater than five-hundred dollars ($500.00), you shall reimburse Producer for the costs of such audit.

11. Producer Credit: Producer grants to you the right to reproduce, print, publish, or disseminate Producer’s professional name “Track PROS”, approved photographs, likeness, and approved biographical materials, in any medium for informational, trade, and advertising purposes related to the Derivative Work for the Term. All reproductions, distribution, sales, music videos, advertising, social media posts, public performances, and other uses of the Derivative Work made by or on behalf of you shall be credited as “Produced by Track PROS”.

12. Samples: You acknowledge and understand that the Instrumental Master and/or the Instrumental Composition may contain samples licensed by Producer, and you agree to abide by the terms of any such license, which Producer shall make available to you upon your request, including, for example, but not limited to, providing writer and publisher splits to the owner of the sample if the Derivative Master exceeds one million (1,000,000) streams and/or is released on a so-called “major label” or major label distributor or on a so-called “major independent” label or major independent distributor, such as large independent distributor/labels such as Ryko, Caroline, InGrooves, The Orchard, Rounder, Kobalt/AWAL, BMG, ADA, Alamo, Empire, 300, E1 or comparable labels. You further agree that Producer shall not be responsible for any samples or interpolations, as those terms are commonly understood in the recorded music industry, or any other elements which you add to the Derivative Composition or the Derivative Master and which are deemed to violate the rights or liabilities of any individual or entity. You agree to indemnify Producer and hold Producer harmless against any damages, costs, and fees, including attorneys’ fees, incurred by Producer in any claim, suit, litigation, or proceeding instituted against or by Producer and arising out of any breach or claimed breach by you of any covenant, warranty, or representation made by you in connection with this licensing agreement or your use of the Instrumental Master or the Instrumental Composition. You agree that you shall be solely responsible any and all sums which are deemed to be owing to third parties as a result of your addition of elements to the Instrumental Master and/or the Instrumental Composition, and any percentages of ownership in the copyrights underlying the Derivative Composition and/or the Derivative Master deemed to be owing to any such third parties shall be taken solely from your share of such copyrights and shall not affect Producer’s share of ownership thereof. Without limiting any of Producer’s other available remedies, Producer shall be entitled to seek injunctive relief as a result of your breach of any covenant, warranty, or representation made by you hereunder.

13. Miscellaneous: Each party warrants and represents that it is under no disability, restriction, or prohibition with respect to the ability to legally enter this licensing agreement and fully comply with all of its terms and conditions and that no act or omission hereunder will violate the rights or liabilities of any person. This Agreement does not and shall not be construed to create a partnership or joint venture between the Parties, and the Parties acknowledge and agree that each party is an independent contractor and not an employee of the other. This Agreement shall be construed in accordance with the laws of the State of New York, and the place of jurisdiction shall be New York County, New York for any possible dispute, suit, or other litigation arising out of this Agreement. Any provision of this Agreement deemed invalid or unenforceable by a court of law or other entity with binding authority over the Parties with respect to this Agreement, shall be severed from the Agreement, and the remaining provisions of this Agreement shall remain valid and enforceable. A waiver by any Party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition or any subsequent breach thereof. Each Party has the right to seek the advice of independent counsel concerning that Party’s rights, the provisions of this Agreement, and the advisability of executing this Agreement, and each Party acknowledges that it is executing this Agreement freely after consultation with counsel or informed decision not to seek the advice of independent counsel. This Agreement contains all the understandings, oral and written, of the Parties hereto relating to the subject matter hereof and cannot be changed or terminated except by writing signed by all Parties. In purchasing a non-exclusive premium license from Producer and downloading the Instrumental Master, you agree to be bound by the terms and conditions set forth herein.