Distribution/Earnings

Licensee shall have the worldwide, exclusive right to broadcast the song they create with the Instrumental in unlimited media forms (radio, shows, TV/film, iTunes, YouTube, etc.). Licensee sell/distribute an unlimited number of units of the Song. Licensee may also use the song they create in any non-profit projects. Instrumental must be combined with other audio (lyrics) and cannot be exploited by Licensee, or any affiliate of Licensee in any way shape or form as an instrumental alone, with the exception of background music for film/media owned by Licensee. Licensee will need to renew this license if any limits are reached, to maintain rights.

Sync

Licensee may also synchronize the Instrumental with an unlimited number of YouTube videos owned by Licensee.

Copyright

Licensor maintains copyright ownership of Instrumental. Licensor and Licensee are jointly entitled to ownership of copyright of Song.

Credit

In all projects in which the Instrumental is used, Licensee shall properly give credit to Licensor as the creator of Instrumental in one of the following, or similar formats:

“Produced by Crank Lucas”

“Prod.by Crank Lucas”

“Beat by Crank Lucas”

“Production by Crank Lucas”

Term

All rights and terms in this agreement last for 1 (one) year after the acquisition (purchase) date of this license. This license will no longer be valid after one year of its purchase date, and will have to be renewed if the Licensee wishes to maintain these rights. If the Instrumental has been purchased exclusively, it will not be available for license renewal. Should the Instrumental be purchased exclusively during the term of this agreement, Licensee will still maintain all rights listed in this agreement, up to one year after license acquisition.

Documentation

Your receipt emailed to you after purchase, along with our transaction records serve as proof of this license acquisition, as well, serve as timestamps for the date that the license was acquired. The name listed as the purchaser in those records is considered the Licensee (you).

COMPENSATION

As full and final consideration for Company’s Services and for all rights granted in the

Agreement and hereunder, including without limitation the rights granted under

Section 6 hereinbelow, Client shall pay to Company: (i) the recoupable advance as set forth in Section 2 hereinbelow; and (ii) the Producer royalty set forth in Section 3 hereinbelow.

ADVANCE

Not later than ten (10) days following the complete execution of this Production

Agreement, Client shall pay Company, as a recoupable advance against Producer Royalties that may become due hereunder, the sum of xxx dollars (the “Advance”).

ROYALTIES

(a) Client shall pay Company a royalty on all exploitations of Masters, including without limitation net profits (defined below) of full-priced top-line Albums (including without limitation EPs) embodying the Masters at a basic rate of three percent (3%) of the retail base price or the equivalent purchase price to dealers of such Albums or EPs (the “Producer Royalty”). The basic rate shall be prorated based on a fraction, the numerator of which shall be the total number of Masters recorded hereunder and embodied on the Album or EP and the denominator of which is the total number of royalty-bearing master recordings (including the Masters) embodied on such phonorecord.

Net Profits shall be defined as follows: “Gross Income” as defined below, minus “Expenses”, as defined below.

Gross Income shall be any and all income monies received by Client from the exploitation of the Song, including from sale, license, assignment, lease, or rental of the Song or any other use thereof, including sale or license of phonorecords in any media now known or hereinafter developed throughout the world for as long as Client receives income from such exploitation.

Expenses shall mean any actual recording costs paid by Client, except the royalty payable to Company hereunder, including without limitation fees to session musicians, engineers, mixing, mastering, sample and clearance costs, and the Advance. Basically, the Company will receive 3% of gross income from the exploitation of his Instrumental, minus production costs and Advance.

(b) If the Masters embody any composition that is wholly or partly written, owned or controlled by Company or any person or entity in which Company has a direct or indirect interest, (a “Controlled Composition”), then Company hereby grants to Client and Client’s assignees, in perpetuity a license to exploit any such Controlled Composition in all forms and configurations of phonorecords and audiovisual recordings in any and all media in connection with such Masters. In consideration for the license to reproduce such Controlled Compositions mechanically, Client shall pay to Company a so-called “mechanical royalty” for net sales of the applicable Album (or Master as the case may be) embodying such Controlled Composition equal to the minimum statutory rate applicable to the use of musical compositions on audio recordings under the United States copyright law effective on the date hereof. Mechanical royalties payable in connection with any such Controlled Compositions will otherwise be accounted for, calculated and paid on the same basis (e.g., reductions, deductions, prorations, non-payments, etc.) as are Artist’s mechanical royalties under his Recording Agreement including, without limitation, any so-called “cap” on aggregate mechanical royalties.

Attached hereto as “Schedule A” are the so-called “gross writer splits” regarding the compositions underlying the Masters.

TERM

The term of this Agreement shall commence as of the date hereof and shall continue until either party terminates the Agreement upon thirty (30) days’ notice to other party of valid breaching of agreement.

NOTICE OF OUTSTANDING CLIENTS

The Client hereby understands that the underlying musical compositions produced/created by Company that make up part of the whole of the Masters (“Beats”) may have been non-exclusively licensed by other third-parties. Also, that those licenses will remain valid for up to one (1) year pursuant to their respective acquisition dates, even after the induction of this agreement, none of which will commence after the complete execution of this Agreement. After such period, the non-exclusive licenses acquired by said third-parties will be completely void, and said third-party Clients will not have any usage or distribution rights whatsoever to use/exploit songs created with Beats. Company agrees to completely refrain from licensing Beats, whether non-exclusively or exclusively, to any other third-party upon the execution of this agreement, along with compensation paid to Company by Client outlined in this agreement. Client indemnifies and holds Company harmless for any damaging circumstances caused by the exploitation of Beats by any prior third-party non-exclusive Client of Beats.

GRANT OF RIGHTS

(a) Masters shall be the sole property of Client throughout the universe, free from any claims whatsoever by Company, with the exception of Company’s right to jointly claim copyright authorship of the underlying musical compositions, alongside any other parties listed as “writers” in Schedule A; and Client shall have the exclusive right to copyright such Masters (as “sound recordings”) in his/her name as the owner and author thereof and to secure any and all renewals and extensions of such copyrights. The services rendered by Company in connection with Masters shall be deemed “work made for hire”.

(b) Without limiting the generality of the foregoing, Client and any person authorized by Client shall have the unlimited exclusive right, throughout the universe, to manufacture records by any method, now or hereafter known, be it physical or digital, derived from the Beats made hereunder, and to sell, market, transfer or otherwise deal in the same, under any trademarks, trade names and labels, or to refrain from such manufacture, sale and dealing. Such rights shall exist for the duration of the copyrights in such records.

(c) Client and Distributor have the exclusive right to distribute the Masters directly to consumers by means of any and all media, including, without limitation, by means of electronic transmissions. Note that although this is a work for hire provision, it applies only to the recording, not to the underlying musical composition. So, since the Company contributed to creating the Masters by composing the Beats, he retains his ownership of that part of the musical composition contained in the recording. Company grants Client the right to use his contribution to the musical compositions in the Masters, but retains the right to receive a royalty for that use (as noted in Section 3 of this agreement).

(d) Client and any Person authorized by Client each shall have the exclusive right throughout the universe, and may grant to others the right, to reproduce, print, publish, or disseminate in any medium Company’s name, portraits, pictures, likenesses and biographical material as news or information, or for the purposes of trade, or for advertising purposes in connection with Masters hereunder. During the Term of this Agreement, neither Client nor the Company shall authorize any Party other than Client to use the Company name or likeness in connection with the advertising or sale of Masters. As used in this Agreement, “name” shall include, without limitation, any professional names.

ACCOUNTING AND PAYMENT

Client shall account to Company on a semi-annual basis starting December 31st of the year of the induction of this agreement, and continue so long as Net Profits are earned, by furnishing statements and any payments due to Company after deduction of permissible Expenses. Each such accounting statement shall include a description of any transaction subject to this Agreement including identification of any third party, the amount paid and the nature of the products and/or services for which payment was made. Each such accounting statement shall cover all relevant transactions for the immediately preceding semi-annual period.

AUDIT

(a) Company shall have the right, at any time, to give Client written notice of Company’s intention to examine Client’s books and records with respect to each royalty statement. Such examination shall occur no more than twice each year and be commenced no sooner than one (1) month and no later than three (3) months after the date of such notice, at Company’s sole cost and expense. Such examination shall be made during Client’s usual business hours at the place where Client maintains the books and records which relate to Company, and which are necessary to verify the accuracy of the statement or statements specified in Company’s notice to Client.

(b) Company acknowledges that Client’s books and records contain confidential trade information. Neither Company nor Company’s representatives will communicate to others, or use on behalf of any other person, any facts or information obtained as a result of such examination of Client’s books and records, except as may be required by law or judicial decree.

LEGAL COUNSEL

Client hereby acknowledges that he has sought and received legal advice from independent counsel or that he has voluntarily waived his right to independent counsel with respect to the terms and provision contained in this Agreement.

INDEPENDENT CONTRACTOR

Company and Client shall have the relationship of independent contractors. Nothing herein shall be construed to place Company and Client in the relationship of principal and agent, employer and employee, master and servant, partners, or joint ventures, and neither party shall have expressly or by implications, represented themselves as having any authority to make contracts in the name of, or binding on, each other, or to obligate the other in any manner.

NOTICES

Notices, reports, accountings or other communication which the Company or the Client may be required or desire to send to the other, must be delivered EITHER by

Certified mail, return receipt requested to the parties at the addresses first written above or other address to be designated by Company or Client.

(b) Electronic mail at the following addresses: (i) for Client: ___________@___.com (ii) for Company: cranklucas.com@gmail.com

GOVERNING LAW

This Agreement is made, and is to be construed under the laws of the State of Georgia with respect to contracts to be executed and performed in this State, and the courts of Georgia State shall have exclusive jurisdiction thereto.

ENFORCEMENT

If any provision of this Agreement shall be found invalid or unenforceable, then such provision shall not invalidate or in any way affect the enforceability of the remainder of this Agreement.

WARRANTIES AND REPRESENTATIONS

Company hereby agrees that he has the right to enter into this Agreement. He further warrants that no material contributed by him to the Instrumental violates any rights of any third party, and more specifically that he has not used any samples of any other copyright work without the express prior written permission of the Client.

INDEMNIFICATION

Company hereby agrees to and does indemnify, save, and hold Client harmless from all damages, liabilities, costs, losses and expenses (including legal costs and reasonable

attorney’s fees) arising out of or connected with any claim, demand, or action by a third party which is inconsistent with any of the warranties, representations, or covenants made by Company in this Agreement. Company agrees to reimburse Client, on demand, for any payment made by Client or Client’s designee(s) at any time with respect to any such damage, liability, cost, loss or expense to which the foregoing indemnity applies.