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MUSIC LICENSING AND DISTRIBUTION AGREEMENT

This Music Licensing and Distribution Agreement (the "Agreement") is entered into as of [Date], by and between SoundSync Productions, a [State] corporation, with offices located at [Address] (“Licensor”) and MusicWave Distributors, a [State] corporation, with offices located at [Address] ("Distributor").

1. DEFINITIONS

1.1. "Contemporary and Indie Rock Songs"

shall mean musical works, consisting of both compositions and sound recordings, belonging to the contemporary and indie rock genres, as decided by the Licensor in its sole discretion.

1.2. "Distribution Channels"

shall mean any form of distribution, whether digital or physical, through any platform, including but not limited to streaming services, retailers, and radio broadcasters.

2. GRANT OF LICENSE

2.1. License Grant

Subject to the terms and conditions of this Agreement, Licensor hereby grants Distributor a non-exclusive, worldwide, and royalty-bearing license to:

(a) distribute, sell, market, and sublicense the right to reproduce, distribute, publicly perform, and transmit the Contemporary and Indie Rock Songs;

(b) use the names, biographical information, and likenesses of the artists, bands, and composers associated with the Contemporary and Indie Rock Songs for promotional purposes; and

(c) create derivative works based on the Contemporary and Indie Rock Songs for the sole purpose of adapting or modifying the Songs to meet the technical requirements of Distribution Channels (the “License”).

3. TERM AND TERMINATION

3.1. Term

The term of this Agreement shall commence on the Effective Date and continue for a period of two (2) years unless terminated earlier pursuant to Section 3.2 (the “Term”).

3.2. Termination

Either party may terminate this Agreement upon thirty (30) days written notice to the other party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within such thirty (30) day period.

4. DISTRIBUTION CHANNELS

Throughout the Term, Distributor shall distribute and sublicense the Contemporary and Indie Rock Songs through the Distribution Channels, either directly or through its approved sub-distributors.

5. ROYALTIES AND PAYMENTS

5.1. Royalties

Distributor shall pay Licensor the following royalties for sales and licensing of the Contemporary and Indie Rock Songs:

(a) For digital sales, seventy percent (70%) of the Net Receipts;

(b) For physical sales, fifty percent (50%) of the Net Receipts; and

(c) For sublicensing and sync rights, fifty percent (50%) of the Net Receipts.

5.2. Payment Terms

Distributor shall provide Licensor with a quarterly royalty statement, accompanied by payment of the royalties due for the corresponding quarter, within forty-five (45) days after the end of each calendar quarter. All payments shall be made in US Dollars and shall be delivered via a method agreed upon by both parties.

6. OWNERSHIP AND REPRESENTATIONS

6.1. Ownership

Licensor represents and warrants that Licensor is the rightful owner, or authorized licensee, of the rights granted herein for the Contemporary and Indie Rock Songs and that Licensor has the full right, power, and authority to enter into and perform this Agreement without the need for any consent, approval, or authorization of any person or entity.

6.2. No Obligation to Use

Distributor is under no obligation to include any given Contemporary and Indie Rock Song in any particular Distribution Channel or promotion.

7. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of law principles. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in [City, State], and each party waives any objection to such jurisdiction and venue.

8. MISCELLANEOUS

8.1. Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous understandings or agreements, whether written or oral, on the subject matter hereof. This Agreement may be amended only by a writing executed by both parties.

8.2. Notices

All notices, requests, demands, or other communications required or permitted under this Agreement shall be in writing, sent by email, courier, or registered or certified mail, return receipt requested, and will be considered given when received, addressed to the parties at their respective addresses set forth in the header of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SoundSync Productions: MusicWave Distributors:

____________________________ ____________________________
[Authorized Signatory] [Authorized Signatory]