Example Exclusive Producer Agreement Darp

EXCLUSIVE PRODUCER AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into as of _____________, 2007, by and between DARP, INC. ("Company") 576-A Trabert Avenue, Atlanta, GA 30309, on the one hand, and __________ ("you"), __________, on the other hand. WHEREAS, you and Company desire to enter into an exclusive producer agreement for your Production Services (as hereinafter defined) on the terms and conditions set forth below; NOW, THEREFORE, the parties hereby agree as follows: 1.

ENGAGEMENT.

Company hereby engages you to furnish to Company your exclusive services as a producer and remixer of master recordings during the Term (as hereinafter defined) ("Production Services"). You accept such engagement upon the terms and conditions hereinafter set forth. You are sometimes hereinafter referred to as "Producer”. 2.

TERM.

(a) The term of this Agreement (the "Term") shall commence on the date hereof and continue, unless extended or suspended as otherwise provided herein, for a period of twelve (12) months thereafter (the "Initial Period"). The territory is the universe (the “Territory”). (b) You hereby grant to Company three (3) separate irrevocable options to extend the Term for a period of one (1) year (the "Option Period"). Such option shall be deemed to be automatically exercised by Company unless Company gives you notice to the contrary at any time thirty (30) days prior to the date that the Term otherwise would expire. Each Option Period, if such option is exercised, shall commence immediately upon the expiration of the immediately preceding contract period. (c) Notwithstanding anything to the contrary contained herein, if Company suspends the Term pursuant to Paragraph 14 hereof, then the duration of either the Initial Period or the Option Period (as applicable) shall automatically be extended pursuant to the terms of Paragraph 14. 3.

SERVICES.

(a) During the Term, you shall render your Production Services to Company on an exclusive basis and you shall undertake the production of master recordings ("Masters") embodying the performances of such musical performer(s) as Company may designate (each, an "Artist"; collectively, the "Artists") in Company’s sole discretion. Company shall consult with you regarding the production of such Masters, however, Company's inadvertent, non-repetitive and not ongoing failure to consult with you shall not be deemed a material breach of this Agreement. The Production Services to be rendered hereunder by you shall at all times be subject to the control, direction and supervision of Company. (b)

Company shall have the exclusive right during the Term hereof to furnish your

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Production Services to any of Company’s Affiliates and/or to third parties ("Third Parties") and the exclusive right to negotiate the terms and conditions of any such engagement for your Production Services during the Term hereof, in Company’s sole discretion. In the event you receive offers or inquiries from Third Parties pertaining to your Production Services, you shall immediately refer to Company all such offers and inquiries, so that Company may determine whether to furnish your Production Services in connection therewith. You hereby represent and warrant that you will not, during the Term (either by act or omission) hold yourself out or otherwise create an impression with any person or entity that you (or your representatives other than those of Company) have the right to entertain offers, negotiate terms and/or enter into agreements in connection with the furnishing of your Production Services other than as expressly provided herein. 4.

RECORDING PROCEDURE. With respect to each Master which Company requests that you produce hereunder, you

shall: (a) Produce, record, mix, edit and master each such Master and perform all such other services in connection with each such Master as are customarily performed by producers in the recording industry in the United States, including, without limitation, engaging musicians, vocalists, conductors, contractors, arrangers and copyists, and arranging, at Company’s request and subject to Company’s prior approval, for the use of recording studios and other necessary technical facilities and personnel. (b) Deliver to Company fully edited and leadered stereophonic master recordings technically and commercially satisfactory to Company (and Company’s designees) for the manufacture and sale of phonograph records (“Satisfactory”). Upon Company's request, you shall (i) re-record, re-mix, re-edit and/or re-master any Master recording until a Master Satisfactory to Company, Company’s Affiliate(s) and/or the applicable Third Party has been obtained (ii) deliver to Company a socalled “singles” edit, “television” edit, “radio” edit, “instrumental” edit and “a capella” edit (as such terms commonly are understood in the recording industry in the United States) of each Master (and any other edits or versions of such Master(s) customarily required by Company or Company’s designees); (iii) deliver to Company or to any other location designated by Company final session tapes and all derivatives, duplicates or reproductions of the Master(s). With respect to any materials to be delivered by you to Company pursuant to this Agreement, as used herein, the term "deliver" shall mean the delivery of such materials to an authorized officer of Company, or the maintenance of such materials in Producer's files (if requested by Company) or otherwise as is required by Company (c) With respect to any production session conducted by you (or by any person furnished, engaged or selected by you, or under your supervision and control), maintain and submit job sheets and deliver to Company within seventy-two (72) hours after each recording session hereunder, properly completed session reports, and all other documents, information and other materials, if any, (including but not limited to Forms B and W-4 and similar withholding forms) required by Company or any Third Party to whom Company is furnishing your Production Services, for you (or for any person furnished, engaged or selected by you, or under your supervision and control), in order to make payment when due of union scale compensation, or in order to effect timely compliance with any other

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obligations under any applicable agreement with any union or labor organization in connection with the Masters. You shall pay or reimburse Company, upon demand, for any penalties, fines, late charges or other costs incurred by reason of your failure properly and timely to comply with the foregoing; and any such sums paid by Company or a Third Party and not promptly reimbursed by you may, at Company's option and without limiting any of Company's rights or remedies, be applied by Company in reduction of any royalties or other sums, if any, payable to you under this Agreement. (d) With respect to any material or personnel furnished by you (or by any person furnished, engaged or selected by you, or under your supervision and control), deliver to Company, with Company's assistance, all necessary licenses, approvals, consent and permissions. Your submission of any Master to Company shall constitute your representation that you have obtained all such licenses, approvals, consents and permissions. (e) Prepare and submit to Company for Company's (and any Third Party’s) approval a recording budget pursuant to which you, on behalf of Company, shall engage the services of all personnel required in connection with the recording of the Masters to be produced hereunder. You shall not incur any costs until Company has approved the applicable budget (the “Approved Budget”). All recording costs shall be paid by Company or the applicable Third Party (subject, however, to the provisions of paragraph 4(f) hereof applicable in the event that such recording costs exceed the Approved Budget). (f) Deliver to Company copies of substantiating invoices, receipts, vouchers and similar satisfactory documentary evidence of recording costs, and if you fail to do so, Company's obligations to pay such costs will be suspended until delivery thereof. Costs in connection with Masters produced hereunder exceed the Approved Budget therefor solely as a result of your acts or omissions, you shall be solely responsible for payment of such excess costs. Nothing contained in this Agreement shall obligate Company to permit the continuation of any recording session or project if Company reasonably anticipates that the recording costs will exceed those specified in the Approved Budget or that the Masters being recorded will not be Satisfactory. In the event Company, in its sole discretion, pays any such excess costs due to Producer’s acts or omissions or those of any personnel furnished, engaged or selected by Producer or under Producer’s supervision and control, you shall promptly reimburse Company therefor upon demand. Moreover, Company shall have no obligation to pay (i) any recording costs with respect to any Masters which are not recorded in accordance with all of the material terms and conditions of this Agreement, (ii) any recording fees or arranging fees which exceed union scale (unless such excess and the proposed recipient thereof are specified in the Approved Budget), or (iii) any penalties, fines, late charges or other costs incurred for late payment of recording costs if such late payment is not the fault of Company. In the event Company pays or is charged with any costs or fees described in the preceding sentence, you shall be deemed responsible for such costs or fees so paid by Company, and you shall promptly reimburse Company therefor upon demand. Any sums paid by or charged to Company and not promptly reimbursed by you as provided in this Paragraph may, at Company's sole election and without limiting Company's rights, be applied by Company in reduction of any royalties or other sums payable to you under this Agreement. (g) Not enter into any agreements on behalf of Company or incur, directly or indirectly, any liability or expense of any kind for which Company may be held liable, in connection with

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any recording session hereunder or otherwise, without having first obtained Company's prior written approval as to the nature, extent and limit thereof, except with respect to the payment of items identified in the Approved Budget, provided that the amount of such payment does not exceed the amount budgeted for such item. (h) Each Master shall embody the studio performance by an Artist of a selection designated by Company. Each Master shall be subject to the approval of Company as Satisfactory for the manufacture and sale of phonograph records. Each album, if any, to be produced by you shall consist of at least ten (10) Masters and a minimum of thirty-six (36) minutes of Artist's performances. You hereby warrant and represent that (1) you will record and produce each Master only in a first-class recording studio approved by Company; (2) each Master shall embody Artist’s featured musical performances of Compositions designated by Company; (3) each Master will not feature the musical performances not previously approved by Company; and (4) you shall deliver to Company (or to Company’s designee) each Master on or before the applicable date on which such Master is required to be delivered pursuant to the producer agreement between Company and the applicable Third Party. (i) You shall use your best professional efforts, skills and abilities in performing your services hereunder and in promoting, developing and extending the business of Company and its interests and welfare. You shall devote reasonably sufficient business and professional time, attention and energies to the business and affairs of Company during the Term in order to satisfy fully all of your duties, obligations and responsibilities hereunder, and your working hours shall include all time required for your satisfactory completion of all such duties, obligations and responsibilities. No overtime pay or other additional compensation of any nature shall be due to you in respect of any such working time, unless otherwise agreed upon in a writing signed by Company’s authorized representative and you.. (j) Time is of the essence regarding your rendering your Production Services to Company with respect to each Master to be produced pursuant to this Agreement. Accordingly, Company may, in Company’s sole discretion, perform one or more of the obligations otherwise to be performed by you as described herein. Notwithstanding the foregoing, Company’s performance of such an obligation shall not constitute Company’s waiver of your timely and Satisfactory performance or fulfillment of such an obligation. 5.

[Intentionally deleted.]

6.

ROYALTIES: SERVICES FOR COMPANY

In full consideration of the Production Services rendered by you directly to Company or any of Company's Affiliates, you will be paid as follows: (a) A sum equal to One Thousand Dollars ($1,000) per Master produced exclusively by you payable upon Delivery to and acceptance by Company and/or Third Party as applicable, which sum shall constitute an advance, recoupable from all record royalties payable to you hereunder. (b) With respect to net sales through normal retail channels in the United States (“USNRC Net Sales”) of top-line Albums (“USNRC Albums”) comprised entirely of Masters recorded

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hereunder and produced by you, Company shall credit your royalty account with a royalty equal to two (2%) percent of the retail list price (or its wholesale equivalent) (the “Base Royalty”) unless otherwise mutually agreed to by you and Company. (c) Producer royalties payable to you for foreign sales, singles, budget records, club sales, compact discs, new technologies and other sales or uses of each Master produced hereunder shall be reduced (but not escalated) in the same proportion that the Base Royalty payable by Company or Company’s Affiliate to the applicable Artist for net sales of Albums through normal retail channels in the particular territory in respect of such Master is reduced, provided that with respect to sales or uses of that Master for which the Artist receives a royalty which is computed as a percentage of Company's or Company’s Affiliate’s net receipts, net monies, or the like, your royalty hereunder in respect of such sale or use shall be equal to such Artist's royalty therefor multiplied by a fraction, the numerator of which is equal to the Base Royalty rate as set forth in paragraph 6(b) hereof, and the denominator of which is equal to such Artist's basic royalty rate for USNRC Net Sales of USNRC Albums embodying the applicable Master(s). (d) With respect to audiovisual recordings ("Videos") embodying Masters produced solely by you hereunder, your royalty shall be an amount equal to fifty (50%) percent of the amount determined by multiplying Artist's royalty for such Video by a fraction, the numerator of which is equal to the Base Royalty, and the denominator of which is equal to Artist's basic royalty rate for net sales of Albums in the United States, and your royalty shall be pro-rated as provided in Paragraph 6(e) hereof. Notwithstanding anything to the contrary contained herein, you shall not be credited with any royalty in respect of a Video unless and until Company has recouped all costs incurred by Company in the production of such Video from its net receipts in respect of such Video (as net receipts are determined pursuant to the applicable agreement between Company and Artist) and following such recoupment your royalty for such Video shall be credited to your account on a prospective basis only. (e) As to records not consisting entirely of Masters produced by you hereunder, the royalty rate otherwise payable to you hereunder with respect to sales of any such record shall be pro-rated by multiplying such royalty rate by a fraction, the numerator of which is the number of Masters produced hereunder which are embodied on such record and the denominator of which is the total number of royalty-bearing master recordings embodied thereon. (f) All record royalties payable to you hereunder shall be computed, determined, calculated, reduced and paid in the same manner (e.g., container charges, free goods, suggested retail list price, reserves, etc.) as royalties payable to the applicable Artist by Company are computed, determined, calculated, reduced and paid pursuant to Company’s agreement with such Artist. (g) In the event any Master is produced by you with another producer to whom Company, Company’s Affiliate or the applicable Artist shall be obligated to pay a royalty, or in the event any other individual to whom Company, Company’s Affiliate or the applicable Artist shall be obligated to pay a royalty shall perform additional services with respect to any of the Masters produced by you hereunder, then the royalty payable to you hereunder with respect to such Master(s) shall be reduced by the royalty payable by Company, Company’s Affiliate or the applicable Artist to such other producer(s) or individual(s).

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(h) Notwithstanding anything to the contrary contained in this Agreement, no record royalties shall be payable to you with respect to a particular recording project unless and until Company or Company’s Affiliate has recouped all recording costs (excluding so-called “in-pocket advances” to the applicable recording artist and the applicable producer advance) in connection with the Masters from the "net" royalties payable to the particular Artist for the recordings produced in connection with such recording project (i.e., the artist royalties, exclusive of royalties payable to you or to any other individual producer of master recordings embodied on the applicable record and to any other third parties). Following such recoupment, royalties shall be payable to you retroactively from the first record sold, subject to the recoupment of any advances paid to you hereunder from such royalties. 7.

ADVANCES, ROYALTIES: SERVICES TO THIRD PARTIES.

(a) In full consideration of the Production Services rendered by you to Third Parties (i.e., to any party other than Company or any of Company's Affiliates) in connection with master recordings produced by you for such Third Parties (sometimes referred to herein as “Third Party Master(s)”), Company shall credit your royalty account with an amount equal to eighty percent (80%) of any producer advances received by Company for purposes of illustration only, if Company receives a producer advance of Ten Thousand Dollars ($10,000) for your Producer Services rendered to Third Party, your royalty account will be credited with Eight Thousand Dollars ($8,000). (b) Notwithstanding anything to the contrary contained herein, one hundred percent (100%) of Company’s legal fees and expenses incurred in connection with Company’s furnishing your Producer Services shall be recoupable from all monies otherwise payable to you pursuant to this Agreement (excluding from mechanical royalties, except as otherwise permitted pursuant to the terms and conditions of this Agreement). (c) (i) With respect to USNRC Net Sales of USNRC Albums comprised solely of Third Party Masters produced by you, Company shall credit your royalty account with an amount equal to the producer royalty received by Company (the “Gross Producer Royalty”) from such Third Party solely in connection with your Production Services on such Third Party Masters, less one-third (1/3) of the Gross Producer Royalty (but in no event greater than one percent (1%) of the suggested retail list price (“SRLP”) of such USNRC Album (or its wholesale equivalent)), provided that such Gross Producer Royalty shall be pro-rated by the number of non-Third Party Masters embodied on such Album, as provided in Paragraph 7(c)(vi) below. (ii) With respect to any Third Party Master contained on a USNRC Album produced by you together with one (1) or more other producers to whom Company or Company’s Affiliate is obligated to pay a royalty, or any other individual to whom Company or a Company Affiliate is obligated to pay a royalty performs additional services with respect to such Third Party Master produced by you, then the royalty payable to you with respect to such Third Party Master shall be reduced by the royalty payable by Company or such Company Affiliate to such other producer(s) or individual(s). (iii) Royalties payable to you for compact disc, foreign sales, singles, budget records, club sales, new technologies and other sales, configurations or uses of each Third Party

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Master shall be reduced and calculated (but not escalated) in the same proportion that the Gross Producer Royalty payable to Company for such Third Party Master is reduced or calculated, provided that with respect to sales or uses of any Third Party Master for which Company receives a royalty which is computed as a percentage of the applicable Third Party’s net receipts, net monies, or the like, your royalty in respect of such sale or use shall be equal to Company’s net receipts, net monies, or the like for furnishing your Production Services to such Third Party, multiplied by a fraction, the numerator of which is equal to the Base Royalty (as defined above), and the denominator of which is equal to the Gross Producer Royalty payable by such Third Party to Company in connection with the Third Party Master. (iv) All royalties payable to you shall be computed, determined, calculated, reduced (but not escalated) and paid in the same manner and pursuant to the same terms and conditions as royalties payable to Company pursuant to Company’s agreement with the applicable Third Party concerning the applicable Third Party Master(s). (v) With respect to Videos embodying a Third Party Master(s) solely produced by you, your royalty shall be an amount equal to that determined by multiplying the gross royalty rate payable or credited by such Third Party to Company for such Video (“Company’s Video Royalty”) by a fraction, the numerator of which is equal to the Base Royalty (defined above), and the denominator of which is Company’s Video Royalty. Your Video Royalty pursuant to this Paragraph 7(c)(v) shall otherwise be subject to the terms and conditions of Company’s agreement with the applicable Third Party; (vi) As to records not consisting entirely of Third Party Masters, the royalty rate otherwise payable to you with respect to net sales of any such record shall be pro-rated by multiplying the otherwise applicable royalty rate by a fraction, the numerator of which is the number of Third Party Masters produced by you which are embodied on such records and the denominator of which is the total number of royalty-bearing Master recordings (including, Third Party Masters) embodied on such record. (vii) You hereby represent and warrant that you will forward any accounting statement and the gross amount of all monies paid directly to you by a Third Party in connection with your Production Services to Company, without reduction, immediately following your receipt thereof. 8.

ACCOUNTING.

(a) Within ninety (90) days after the close of each semi-annual period during the Term, Company shall render a written accounting statement to you setting forth all income received by Company in connection with your Production Services during the preceding semi-annual accounting period, specifying the source thereof, all royalties, if any, payable to you pursuant to Paragraphs 6 and 7 hereof and the deductions therefrom for the recoupment of advances and other permissible offsets hereunder. Each such accounting statement shall be accompanied by payment to you of the net sum thereon shown to be due you for such accounting period. (b)

Each statement rendered by Company to you shall be binding upon you as an

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account stated, and not subject to any objection by you for any reason unless specific written objection, stating the basis for such objection, is sent by you to Company within two (2) years after the date such statement is rendered. You may engage, at your expense, an independent certified public accountant or duly licensed attorney (an “Examiner”) at reasonable intervals (but not more frequently than once every year) to examine Company’s books and records, solely as such books and records concerned Masters hereunder, during Company’s usual business hours at Company’s offices, upon not less than fifteen (15) days’ advance written notice to Company, to confirm the accuracy of any royalty statement rendered to you by Company. Company’s books relating to any accounting period may only be examined during the two (2) year period following the semi-annual accounting period to which such statement applies. You may not maintain any action, suit or proceeding of any nature against Company in respect of any royalty statement or other accounting rendered by Company (or in respect of any accounting period to which it relates) unless you have commenced that action, suit or proceeding against Company in a Court of competent jurisdiction within two and one-half (2 and 1/2) years after the end of the semi-annual accounting period to which the action, suit or proceeding pertains. Company shall have no obligation to make such books and records available for your inspection more than once with respect to each statement rendered to you. Notwithstanding the foregoing, if Company notifies you that the Examiner is engaged in an outstanding audit of Company on behalf of another individual or entity ("Other Examination"), you may nevertheless have your audit conducted by such Examiner, and the running of the time within which such audit may be made shall be suspended until such Examiner has completed the Other Examination, subject to the following conditions: (i) you shall notify Company of your election to that effect within fifteen (15) days after the date of Company’s said notice to you; (ii) the Examiner shall proceed in a reasonably continuous and expeditious manner to complete the Other Examination and render the final report thereon to the client and Company; and, (iii) your examination shall not be commenced by the Examiner before the delivery to Company of the final report of the Other Examination, and your examination shall be commenced within thirty (30) days thereafter, and shall be conducted in a reasonably continuous manner. Your right to inspect Company’s books and records shall only be as set forth in this Paragraph 8, and the rights granted herein to you constitute your sole right to examine Company’s books and records. (c) Company may withhold from monies otherwise payable to you hereunder the amount, if any, that Company is required to withhold under the provisions of any and all applicable federal, state, city or other laws and regulations, and you shall execute any related forms or other documentation in connection therewith as requested by Company. (d) You acknowledge that Company’s books and records contain Company’s confidential trade information. Neither you nor your representative shall communicate to others or use on your behalf or on behalf of any other person any facts or information obtained as a result of any examination of Company’s books and records, except (i) in connection with a proceeding to enforce the terms of this Agreement; or (ii) in accordance with an order of a court of competent jurisdiction. (e) In the event Company elects to audit the books and records of any Third Party to whom Company has furnished your Production Services, the recovery which results from any such audit shall be considered income hereunder, and you shall receive a pro-rata share of any such monies recovered, after deducting a pro-rata share of the costs of such audit.

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9.

GRANT OF RIGHTS.

(a) (i) Each Master (and every element or derivative thereof), excluding the underlying composition, produced hereunder shall, from the inception of its creation, be deemed a "work made for hire" for Company, within the meaning of United States copyright law. If it is determined that any Master (including all elements and derivatives thereof) does not so qualify, then such Master, together with all right, title and interest in and to such Master (including the sound recording copyright, but excluding the underlying musical composition) is hereby transferred to Company. All such Masters, including all elements and derivatives thereof, shall, from the inception of their creation, be entirely the property of Company in perpetuity, throughout the world, free of any claim whatsoever by you, or by any persons deriving any rights or interests from or through you. Without limiting its rights, Company shall have the sole and exclusive right in perpetuity and throughout the world: (A) To manufacture, advertise, sell, license or otherwise exploit or dispose of the Masters and records derived therefrom upon such terms, and under such trademarks and tradenames, as Company in its sole discretion elects, or in its sole discretion, to refrain therefrom; and (B) To perform the Masters publicly and to permit the public performance thereof by means of radio broadcast, electronic transmission, telecast or by any method now or hereafter known. (ii) Company shall have the exclusive right, but not the obligation, to use your name, approved likeness (audio or visual) and approved biographical information in connection with any use or exploitation of your Production Services and in connection with advertising, publicizing, exhibition and/or other exploitation of the Masters by Company, Company's Affiliates or any Third Party to whom your Production Services are furnished, and Company's (and Company's Affiliates') business. Company shall have the right to issue publicity concerning you with respect to your Production Services. (iii) Company shall use its best efforts to insure that Company, Company's Affiliates and any Third Parties to whom your Production Services are furnished shall accord an appropriate credit to you on the labels of records and the liner notes in all configurations of albums derived from Masters produced hereunder; and in national trade and consumer advertisements of one-half (½) or larger (and in so-called “Billboard ‘strip’” advertisements) concerning albums embodying the Masters in substantially the following form: "Produced by __________ for DARP, Inc."; provided that the inadvertent, non-repetitive failure by any party to accord such credit shall not be deemed a material breach of this Agreement if you give Company written notice of any such failure and following its receipt of such a notice, Company instructs such party to cure same on a prospective basis. 10.

WARRANTIES. (a)

You hereby warrant, represent, covenant and agree as follows:

(i) During the Term and for a period of two (2) years after the Term, you will not directly or indirectly: (A) solicit, entice, persuade, advise or induce any Artist to terminate

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that person's contract with Company; or (B) solicit, entice, persuade, advise or induce any third party to enter into an agreement which could interfere with or derogate from full enjoyment of all of the rights herein granted to Company by you. (ii) Solely as it relates to your contributions and those of any personnel furnished, engaged, selected by you (or under your supervision and control), neither the results and proceeds of your Production Services nor the use by Company, Company's Affiliates or any Third Party of the Masters produced by you hereunder shall violate or infringe upon the rights of any third party, including, without limitation, rights of copyright, trademark or service mark, property, privacy or publicity, or other rights of any other kind. (iii) Without limiting the generality of the foregoing, in rendering services hereunder, you will not "sample" or otherwise incorporate into Master (for convenience "Sample" or "Sampling" herein) or permit any other party to Sample any copyrighted or otherwise proprietary material ("Proprietary Material") belonging to any person other than Artist or Company (such party being herein referred to as the "Owner") without having first secured from all appropriate Owner(s) a written agreement, in a form satisfactory to Company, Company’s applicable Affiliate and any applicable Third Party, that Company shall have the perpetual right to use such Proprietary Material in the Masters and to exploit the Masters in any manner hereunder, all either without any payment whatsoever to Owner(s) or upon payment to Owner(s) of an amount approved by Company. Company shall have no obligation to approve or to make any such payment, and Company's approval of any such payment shall not constitute a waiver of any of Company's right or remedies. Without limiting any of Company's rights or remedies, any such payment made by Company for the Sampling and exploitation of any Proprietary Material shall constitute an additional advance to you which shall be recoupable from any and all sums payable to you as provided herein. (iv) Company shall have the exclusive right to furnish your Production Services to Third Parties during the Term. You agree that you will abide by all of the terms and conditions of agreements entered into by Company with respect to such Production Services; and you will sign such letters of inducement and other documentation as may be required by such Third Parties. Company shall furnish relevant extracts of such agreements, provided that Company’s inadvertent, non-repetitive failure to furnish such extracts shall not be deemed a breach of this Agreement. (v) You shall not, directly or indirectly, enter into any contract, agreement, arrangement or activity which materially affects the business, financial status, capital or corporate structure of Company. (vi) You are or will become and remain a member in good standing of all applicable labor unions or guilds during the Term, to the extent such membership is required by any collective bargaining agreement with Company, Company’s Affiliates or Third Parties, for the performance of your Production Services. You will comply with all applicable union agreements, rules and regulations in connection with your Production Services;

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(vii) You are under no disability, restriction or prohibition, whether contractual or otherwise, with respect to your right to enter into this Agreement and grant the rights granted to Company hereunder; (viii) All of your representations and warranties shall be true and correct upon execution of this Agreement and upon Delivery of each Master and shall remain in effect in perpetuity. Company’s acceptance of any Master or other materials shall not constitute a waiver of any of your representations, warranties or agreements. 11.

EQUITABLE RELIEF.

You acknowledge that your services hereunder, as well as the Masters recorded and the rights and privileges granted to Company under the terms of this agreement, are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, and that, in the event of a breach by you of any material term, condition, representation, warranty, covenant or undertaking contained herein, Company may be caused irreparable injury and damage. You expressly consent to be bound, in a court of equity or in any other forum, by the above characterization of your and Producer's services (as well as of the Masters recorded hereunder and the rights and privileges granted to Company hereunder), and agree that Company shall be entitled to seek the remedies of injunction and other equitable relief to prevent or remedy a breach of this Agreement, which relief shall be in addition to any and all other rights or remedies, for damages or otherwise, which Company may have. Notwithstanding the foregoing, nothing contained herein shall prevent you from contesting such action for relief. 12.

CLAIMS; INDEMNITY.

You will at all times indemnify, defend and hold harmless Company and any Affiliate, licensee, designee or assign of Company from and against any and all third party claims, damages, liabilities, costs and expenses, including, without limitation, legal expenses and reasonable outside attorneys fees, arising out of any alleged breach or breach by you of any undertaking, warranty, representation, covenant or agreement made by you herein. You will reimburse Company, its Affiliates, licensees and/or assigns on demand for any payment made at any time after the date hereof in respect of any liability or third party claim to which the foregoing indemnity relates which claim has been reduced to final adverse judgment by a court of competent jurisdiction or has been settled with your approval, not to be unreasonably withheld (it being understood that you shall be deemed to have approved any settlement not in excess of $5,000.00). If you do not consent to the full amount of such settlement proposed by Company you will nevertheless be required to reimburse Company for the full amount of such settlement unless you post a bond in a form and with a bonding company reasonably satisfactory to Company in all respects (i.e., form, amount, duration, surety, etc.), to assure Company of reimbursement for all damages, liabilities, costs and expenses (including legal expenses and reasonable outside counsel fees) that Company may incur as a result of that claim for which you would be liable under this paragraph 12. Notwithstanding the foregoing, upon the making or filing of any such claim, action or demand, Company shall be entitled to withhold from any amounts payable under this Agreement such amounts as are reasonably related to the potential liability in issue; provided, Company shall not withhold such sums if you post a bond in a form and with a bonding company reasonably acceptable to Company as

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aforesaid. You shall be notified promptly of any such claim, action or demand and shall have the right, at your own expense, to participate in the defense thereof with counsel of your own choosing; provided, however, that Company's decision in connection with the defense of any such third party claim, action or demand shall be final. Notwithstanding the foregoing, upon the making or filing of any such claim, action or demand, Company shall be entitled to withhold from any amounts payable under this Agreement such amounts as are reasonably related to the potential liability in issue. You shall be notified of any such claim, action or demand and shall have the right, at your own expense, to participate in the defense thereof with counsel of your own choice; provided, however, that Company's decision in connection with the defense of any such claim, action or demand shall be final. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN PARAGRAPH 20 BELOW, SOLELY FOR THE PURPOSE OF ENFORCING THE PROVISIONS OF THE FOREGOING INDEMNIFICATION, PRODUCER SHALL SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF ANY COURT, TRIBUNAL OR FORUM IN WHICH AN ACTION OR PROCEEDING IS BROUGHT AGAINST COMPANY OR OTHER INDEMNITEE INVOLVING A CLAIM TO WHICH THE FOREGOING INDEMNIFICATION APPLIES. 13.

DISABILITY.

(a) If you are prevented from performing Production Services for a period of six (6) weeks (or for shorter periods aggregating more than forty-five (45) days in any twelve (12) month period) by reason of physical or mental disability or other causes beyond your control ("Disability"), Company shall nevertheless continue to make the applicable advances, if due, up to and including the last day of the Disability or the date on which the shorter periods of Disability shall have equaled a total of sixty (60) days, but Company may at any time on or after such last day (but before the termination of such inability to perform) elect (i) to terminate the Term by written notice to you effective on such last day without further obligation or liability to you, except for any continuing obligation to pay royalties and your share of Third Party Income received by Company pursuant to this Agreement, or (ii) to suspend the Term (and the rendering to you of the applicable advances) for a number of days equal to the period of such inability to perform. (b) In the event of your death during the Term, this Agreement shall automatically terminate, and Company shall have no further obligation to your estate, except with respect to royalty obligations and the payment of your share of Third Party Income received by Company in respect of Production Services performed by you hereunder. 14.

SUSPENSION.

(a) If your ability to perform Production Services becomes materially impaired or if you fail, refuse, neglect or are unable to comply with any of your duties, obligations or responsibilities hereunder, then, in addition to any and all other rights or remedies which Company may have, Company shall have the right, exercisable at any time by notice to you: (i) to terminate the Term without further obligation to you as to then unpaid installments of any advances, or (ii) to extend the then current Period of the Term for the period of such default plus such additional time as is necessary so that Company shall have no less than ninety (90) days after the fulfillment of any such duty, obligation or responsibility within which to exercise it option, if any, for the next following period. Company's

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obligations hereunder shall be suspended for the duration of any such default. Company shall not terminate this Agreement unless it has first given you written notice of such default and you have failed to cure the default in accordance with paragraph 14(b) below, unless the default is due to (i) your material impairment as described in this subparagraph; (ii) in connection Company’s right to terminate the Term contained in paragraph 14(a)(i); or (ii) your breach of its exclusivity restrictions (i.e., each of the occurrences in 14(a)(i) and (ii) constitute material breaches of the Agreement without additional notice and period for cure). (b) Except as otherwise expressly provided in this Agreement, any party’s failure to perform any of its obligations shall not be deemed a breach of this Agreement unless the non-breaching party, as applicable, gives written notice of such purported failure (providing with reasonable specificity the nature of the alleged breach) and such failure, if any, is not corrected within thirty (30) days from and after receipt of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, the allegedly breaching party, as applicable, does not promptly commence to cure such breach within such thirty (30) day period and proceed with reasonable diligence to complete the curing of such breach. 15.

FORCE MAJEURE.

Company reserves the right, by giving you written notice, to extend the Term for the duration of any of the following contingencies, if, by reason of such contingencies, Company's or Company's Affiliates' normal business operations are interrupted or become commercially impracticable: labor disagreements, fire, catastrophe, shortage of materials or any cause beyond Company's or Company's Affiliates' control. The number of days equal to the total of such days of extension plus an additional period of thirty (30) days shall be added to the end of any Contract Period in which such contingency shall occur and the dates for the exercise by Company of Company's options set forth in paragraph 2(b) above and the date of the commencement of subsequent Contract Periods shall be extended accordingly, however, said period of time shall not exceed six (6) months in the aggregate. 16.

ASSIGNMENT.

Company may assign this Agreement to any party, that is a subsidiary, affiliated or controlling corporation, or to any person owning or acquiring a substantial portion of the stock or assets of Company, Company may also assign its rights to any of its licensees to the extent necessary or advisable, in Company’s sole discretion, to implement the license granted. It is expressly acknowledged and agreed that this Agreement relates to your exclusive personal services to be rendered in connection with Production Services, and you shall not have the right to substitute any person in your stead, nor shall you have the right to transfer or assign this Agreement or any portion thereof, and any attempted assignment or transfer shall be null and void and shall convey no right or title of any kind. Notwithstanding anything to the contrary contained herein, you may assign your right to payment under this Agreement one time, and only to one (1) other corporate entity wholly owned and controlled by you.

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17.

NOTICES.

Except as otherwise specifically provided herein, all notices hereunder shall be in writing and shall be given by registered or certified mail, at the respective addresses hereinabove set forth, or such other address or addresses as may be designated by either party. Such notices shall be deemed given when mailed or delivered except that notice for change of address shall be effective only from the date of its receipt. A copy of all notices given by you to Company shall also be sent simultaneously to Greenberg Traurig, LLP, 3290 Northside Parkway, Suite 400, Atlanta, Georgia 30327, Attention: Jess L. Rosen, Esq. 18.

MECHANICAL LICENSES.

(a) You shall cause the copyright proprietors to issue to Company or its licensees (e.g., distributors and Third Parties) mechanical licenses for all Controlled Compositions (as hereinafter defined) embodied in the Masters at the rates set forth in paragraph 18(b) below. (b) Company, Company's Affiliates and their respective licensees are hereby granted by you a mechanical license for all Controlled Compositions for the United States and Canada at a rate equal to three fourths (3/4) of the minimum statutory compulsory license rate (without regard to any playing time formula) (the "Controlled Composition Rate") in effect in the country concerned on the date of delivery to Company of the Master embodying the applicable Controlled Composition, on the basis of net sales of records, except that no copyright royalties shall be payable with respect to any records as to which no royalties are payable pursuant to the applicable agreement with the Artist. The copyright royalty rate for Controlled Compositions contained on records sold other than through normal retail channels in the United States and Canada shall be on the terms and conditions set forth in the applicable agreement with the Artist. The license granted in this subparagraph 18(b) includes the right, without additional compensation, to record, reproduce and perform the Controlled Compositions in synchronization with audiovisual recordings. (c) Notwithstanding the foregoing, the maximum rate which Company, Company's Affiliates or their licensees shall be required to pay in respect of an album shall be equal to ten (10) times the Controlled Composition Rate, and the maximum rate in respect of any other record shall be equal to the number of compositions contained thereon (not to exceed two (2) times the Controlled Rate). If a 12 inch (12") Single released by Company, Company's Affiliates or their licensees contains more than two (2) recordings of the same Controlled Composition, such releasing party shall not be obligated to pay more than two (2) times the above rate in respect of such Controlled Composition on such record. Without limiting any other rights hereunder, if the aggregate mechanical royalty rate for any record exceeds the rate provided for herein, such excess may be deducted from any and all sums due you hereunder. (d) Any assignment made of the ownership or copyrights in, or the rights to license or administer the use of, any Controlled Compositions shall be subject to the terms and provisions hereof. (e)

Statements as to copyright royalties payable in connection with Controlled

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Compositions contained on Records sold hereunder shall be rendered, accompanied by appropriate payments to you, as applicable (or, if applicable, the administrator of the Controlled Compositions), in accordance with paragraph 18 hereof. (f) The provisions of this paragraph 18 shall constitute and are hereby accepted by you, on behalf of you and any other owner of any Controlled Compositions or any rights therein, as full compliance by Company or its licensees with all of Company's or its licensees' obligations, under the compulsory license provisions of the copyright laws of the United States or otherwise, arising from any use by Company or its licensees of the Controlled Compositions as contemplated under this Agreement. 19.

DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) The terms "Masters" and "master recordings" shall mean original sound recordings on any substance or material now known or unknown, embodying an Artist's performance of one (1) musical composition (or medley) usable in the manufacture of records for sale to the public, including any duplicates thereof. (b) The term "Controlled Composition" means a musical composition written and/or composed, in whole or in part, by you and/or owned or controlled, in whole or in part, prior to or during the Term hereof, directly or indirectly, by you, or by any person, firm or company in which you have any interest. (c) The term "Company's Affiliate" or “Affiliate” shall mean any person, firm or Company that (i) is substantially owned or controlled by Company, (ii) substantially owns or controls Company, or (iii) is under common ownership or control with Company (d) The term "net receipts" shall mean gross monies received less any costs, expenses and payments which Company is required to make to third parties including, but not limited to, payments to co-producers, mixers and engineers. 20.

MISCELLANEOUS.

(a) This Agreement contains the entire understanding of the parties and cannot be changed or terminated except in writing signed by both parties. A waiver by either party or of any term or condition of this Agreement in any instance shall not be considered or construed as a waiver of such term or condition for the future, or of any subsequent breach of this Agreement. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall limit any other remedy, right, undertaking, obligation or agreement of either party. The paragraph headings of this Agreement are for convenience only and shall not limit or in any way affect the scope, meaning or intent of this Agreement. (b) You are an independent contractor and nothing contained in this Agreement is intended to deem you as Company’s partner, employee or agent. Your management, supervision and

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control over your rendering of your Production Services is deemed limited to the extent necessary, so as to give validity to your legal characterization as an independent contractor. (c) Those provisions of any applicable collective bargaining agreement between Company and any labor organization which are required, by the terms of such agreement, to be included in this Agreement shall be considered incorporated in this Agreement. (d) This Agreement cannot be canceled, modified, amended or waived, in part or in full, in any way except by an instrument in writing signed by the party to be charged. No waiver by Company, whether express or implied, of any provision of this Agreement or any default hereunder shall affect Company's right to thereafter enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar. No breach of this Agreement by you or Company shall be deemed material unless you or Company, as applicable, shall be given written notice of such breach and you or Company, as applicable, shall fail to cure such breach within thirty (30) days after receipt of such notice. This Agreement shall be governed by and construed under the laws and judicial decisions of the State of Georgia. All claims, disputes or disagreements which may arise out of the interpretation, performance or breach of this Agreement shall be submitted exclusively to the jurisdiction of the state courts of the State of Georgia or the Federal District courts located in Atlanta; provided, however, if Company is sued or joined in any other court or forum in respect of any matter which may give rise to a claim by Company hereunder, you and Producer consent to the jurisdiction of such court or forum over any such claim which may be asserted by Company. Should any paragraph or provision of this Agreement be held to be void, invalid or inoperative, such decision shall not affect any other paragraph or provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid or inoperative paragraph or provision had not been contained herein. 21.

INDEPENDENT COUNSEL.

Each of the parties hereto warrants and represents that in executing this Agreement, they have relied solely upon their own judgment, belief and knowledge and the advice and recommendations of their own independently selected and retained counsel, concerning the nature, extent and duration of their rights and claims hereunder, and that they have not been influenced to any extent whatsoever in executing this Agreement by any representations or statements made with respect to any matters, if any, by the other party or representative of such other party hereto. You hereby acknowledge that the law firm of Greenberg Traurig, LLP (the "Firm"), and the individual attorneys of the Firm, represents DARP, Inc. exclusively with respect to the preparation and negotiation of this Agreement and that you have neither received nor relied on, and have not been in any way influenced by, any alleged legal or other counsel (or the absence thereof) by the Firm, or any Firm attorney(s), with respect to this Agreement or any provision hereof.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

DARP, INC. By: Authorized Representative _______________________________ __________ S.S.#

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