The parties hereby agree as follows:
1. Release: FOR GOOD AND VALUABLE CONSIDERATION, the Producer hereby grants to Sound Supremacy Entertainment, Inc. (the other successors-in-interest all rights of every kind and character whatsoever in perpetuity in and to the Producer’s performance, appearance, name and/or voice and the results and proceeds thereof (the “Performance”) in connection with a film to be produced by the Company (the “Film”), and the Producer hereby authorizes the Company to photograph and record (on film, tape, or otherwise), the Performance; to edit same at its discretion and to include it with the performance of others and with sound effects, special effects and music; to incorporate same into the Film or other program or not; to use and to license others to use such recordings and photographs in any manner or media whatsoever, including without limitation unrestricted use for purposes of publicity, advertising and sales promotion; and to use the Producer’s name, likeness, voice, biographic or other information concerning the Producer in connection with the Film, commercial tie-ups, merchandising, and for any other purpose. The Producer further acknowledges that the Company owns all rights to the results and proceeds of the Producer’s services rendered in connection herewith.
2. License: The Producer grants to the Company the non-exclusive right and license to perform publicly, either for profit or non-profit, and to authorize others so to perform the Composition(s) submitted by the Producer and performed in the Battle of the Beat Makers TM only in synchronization or timed relationship to the Film and trailers thereof, throughout the universe in perpetuity in any media now known or hereinafter devised.
3. Term: The term of this Agreement shall commence upon execution of the Agreement and shall remain in full force and effect for the duration of all copyrights in the Composition(s), including but not limited to any renewals and extensions without the Company having to pay and additional consideration thereof.
4. Publicity:
a) Any publicity, paid advertisements, press notices or other information with respect to the Film will be under the sole control of the Company. Therefore, the Producer, his/her agents or representatives, or any of them, will not issue or consent to and/or authorize any person or entity to release such information without the express prior written approval of the Company. Any violation of this paragraph shall be considered a material breach of this Agreement.
b) The Producer hereby grants the Company the right during the Term of this Agreement, to issue and authorize publicity, paid advertisements, press notices and other information concerning the Producer.
5. Rights: The Producer will own 100% of all worldwide music publishing rights for the Composition(s).
6. Artistic Control: The Company maintains all artistic control over the Film throughout the entire course of the production.
7. Representations and Warranties:
a) The Producer hereby warrants and represents that it will not violate any law, regulation or contractual obligation by entering into this Agreement, and that it is free to enter into this Agreement, is not subject to any obligation or disability and has not made or will not make any grant or assignment which can, will or reasonably might prevent or materially interfere with the full performance of his/her exclusive obligations hereunder.
b) The Producer warrants and represents that all Compositions under this agreement shall be 100% owned by the Producer. The Producer further warrants and represents that to the best of The Producer’s knowledge after diligent investigation, such Composition(s), and the Company’s use thereof, shall not infringe upon or violate the right of privacy of, or constitute a libel or slander against, or violate any common law rights or any other rights of any person or entity.
8. Indemnification:
a) The Producer hereby agrees to indemnify and hold harmless the Company, it’s successors, transferees, assignees and licensees, and the respective agents from and against any and all damages, costs, expenses, liabilities, claims and causes of action in any way arising by reason of the breach by the Producer of any warranty or representation hereunder or any other provision in this Agreement, including, without limitation, reasonable outside attorneys fees and costs in the defense and disposition of such matters, and any claim for any compensation by the Producer. The Company shall defend and indemnify the Producer from and against all judgements, damages, costs and expenses, including reasonable outside legal fees and court costs, arising out of material assigned and/or supplied to the Producer by the Company, material altered or added by the Company, and/or the Company’s development, production, distribution or exploitation of any film produced hereunder.
b) The Composition(s) to be furnished during the Battle of the Beat Makers TM and the rights herein granted to the Company are of a unique character of such value that the loss of the Composition(s) could not adequately be compensated in damages in an action at law, and a breach by the Producer of any material provision hereunder will cause irreparable injury. The Producer, therefore, expressly agrees that the Company shall be entitled to seek equitable relief by way of a temporary restraining order, specific performance, preliminary or permanent injunction or otherwise to prevent the breach of this Agreement and to secure its enforcement.
c) The sole right of the Producer as to any breach or alleged by the Company shall be the recovery of money damages, and the rights herein granted by the Producer shall not terminate by reason of such breach or alleged breach.
9) No Obligation: The Company does not represent or warrant any obligation to make Film, release Film or use the Composition(s) in the Film.
10) No Authority to Bind: The Producer has no authority to bind Company in any third party agreements or any other agreements unless a prior agreement has been made with the Company in writing.
11) Additional Provisions:
a) Voluntary Agreement: The Producer represents and warrants that it has entered into this Agreement freely and voluntarily without any duress, coercion or undue influence.
b) Choice of Law and Submission to Jurisdiction: This Agreement shall be governed by applicable laws of the Province of Ontario. The Producer and the Company hereby submit and consent to the jurisdiction of the provincial courts located in the Province of Ontario and stipulate that such courts are convenient for the resolution of any disputes relating to this Agreement or the formation, interpretation or breach hereof.
c) Notices: Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or seven (7) days after being sent by first-class registered or certified mail, return receipt requested, to the party for which intended at its or his or her address set forth in this Agreement or to such other address as either party may hereafter specify by similar notice to the other. If the date for the exercise of an option or a date on which a notice must be received falls on a weekend or a legal holiday, the date shall be deemed extended through the close of the next business day thereafter.
d) Ambiguities: This Agreement shall be deemed to have been drafted by all the parties hereto, since all parties had the opportunity to review and agree thereto and no ambiguity shall be resolved against any party by virtue of its participation in drafting of this Agreement.
12. Entire Agreement:
a) This Agreement cancels and supersedes all prior negotiations and understandings between Company, and the Producer relating hereto. No officer, employee or representative of the Company has any authority or make any representation or promise not contained in this Agreement and the Producer expressly represents and warrants that the Producer has not executed this Agreement in reliance on any such representation or promise.
b) Should any provision of this agreement be invalidated for any reason, such invalidation shall have no effect on the remainder of the Agreement and the Agreement shall remain in full force and effect.
13. Amendment: No amendment, modification, extension, release, discharge or waiver of this Agreement, or of any provision hereof, shall be valid or binding unless in writing signed, in the case of the Company, by a duly authorized officer of the Company, or in the case of the Producer, by the Producer. No oral agreement shall be binding on the Company unless and until reduced to writing and signed by a duly authorized officer of the Company.
14. Commencement of Agreement: This Agreement shall commence upon the date of execution, and all parties intend to be bound throughout the Term of the Agreement.