This letter, when signed by you, memorializes and constitutes our agreement with respect to your delivery to us of demonstration recordings (“Demos”) of original compositions (“Compositions”) as a freelance composer, which Demos may then be completed and turned into finished master recordings (“Masters”). This agreement governs all Demos, Compositions, and Masters you have submitted to us, and it will be deemed amended each time you submit a new Demo, Composition, and/or Master, so as to add each such Demo, Composition, and/or Master to Exhibit A to this agreement. You and we will from time to time supplement Exhibit A by adding pages that set forth the economic terms that pertain to specific Demos, Compositions, and/or Masters you have submitted. 1. Services: From time to time during the Term (as defined below), you will deliver to us various Demos and Compositions. With respect to each Demo and Composition, we will have an exclusivity period (“Exclusivity Period”), commencing on the date of your delivery to us, during which we may submit the Demo or Composition to a third party for any of a variety of uses, such as (but not limited to) use as music in commercials, use in synchronization with visual images, and use as theme music for a TV production. These types of use are referred to in this agreement as “Third Party Usage.” The Exclusivity Period will be 150 days, but we will undertake to notify you if our client decides sooner not to use your track. During the Exclusivity Period, you are free to ask us whether our client has reached a decision yet, and we may extend the Exclusivity Period by written notice to you if our client is still considering use of your track at the end of the initial Exclusivity Period. During the Exclusivity Period, you may not submit the Demo or Composition to anyone else or otherwise exploit them (unless you and we agree otherwise in writing). We will notify you if we intend to submit the Demo or Composition to more than one third party during the Exclusivity Period. After the Exclusivity Period, you will notify us in writing if a Demo or Composition is exploited by you in any way. You further agree that you will -- if requested by us -- arrange, compose, edit, orchestrate, record, produce and deliver the Demo to us as a fully completed Master in accordance with our specific requirements. You will comply with our requests and instructions until the Master is satisfactory to us and will deliver the Master to us on a date agreed by us with you. All recording sessions for the Master(s) will take place at such studios as you and we will mutually agree. You agree that the music to be recorded and delivered pursuant to this agreement will not have any on-going monetary or other obligations or restrictions to any person or entity, including you, except as specifically provided herein. Third Party Submissions: From time to time during the Term we may ask you to submit and/or compose Demos, Compositions or Masters for specific Third Party Uses. In such instances you may learn, obtain, acquire, or become aware of information pertaining to such Third Party Uses including, without limitation, names of the engaging parties (“Contracting Party”), creative briefs, and budgets. You acknowledge and agree that all such information and items described in the foregoing sentence are private and confidential and you shall make no use whatsoever of such information except as necessary in connection with your submission of material to us. You further agree that you will not directly, or indirectly through a third party, by any means or under any circumstances, circumvent us and/or discuss, negotiate, or consummate any agreement with, submit materials to or otherwise become involved with a Contracting Party in connection with such potential Third Party Use. 2. Term: The term of this agreement is deemed to begin on the latter of the date you sign this agreement or the date first submit a Demo, Composition, or Master to us, and it will continue in force until terminated by either party at any time upon ninety (90) days prior written notice, provided that such termination will not affect the rights and obligations set forth herein with respect to Demo(s), Composition(s), and Master(s) delivered prior to the termination date, and in no event may you terminate this agreement prior to completion of a particular Master/Composition for which you have commenced rendering services. 3. Grant of Rights: a) License and Option. You hereby grant to us an exclusive worldwide license to submit the Demo(s), Composition(s), and/or Master(s) that you submit to us to various third parties to determine whether such third parties wish to make Third Party Usage of such Demo(s), Composition(s), and/or Master(s). The term of this exclusive license will be, in relation to each Demo, Composition, or Master you submit to us, for the duration of the Exclusivity Period. During the Exclusivity Period, we will have the exclusive option (“Purchase Option”) to cause the assignment of all rights in such Demo, Composition, and/or Master from you to us, as more particularly set forth in paragraph 3(b), by delivering written notice of the same to you. Upon our exercise of such option, you will be owed the compensation set forth in Exhibit A at the heading “Award Fee”. If we submit your Demo, Composition, and/or Master to a third party as contemplated by this paragraph and if the third party does not select your Demo, Composition, and/or Master for Third Party Usage, you will be owed the Demo Fee, if any, set forth in Exhibit A at the heading “Demo Fee.” b) Assignment. You hereby assign to us all worldwide right, title, and interest, including all rights under copyright, in and to each Demo, Composition, and Master as to which we have exercised our Purchase Option as set forth in paragraph 3(a). And, while you may be able to retain the writer’s share of public performance income generated from the Composition (as set forth in paragraph 4 below but subject to the agreement for the Third Party Usage), all rights under copyright (including in and to "sound recordings" and all renewal or extension rights) in the Demo, Composition, and Master will become entirely our property in perpetuity throughout the universe, free of any claim by you or anyone deriving rights from you. Upon our request, you will execute and deliver to us any documents that we may request to memorialize or to vest in us and/or our designees the rights herein granted in respect of the Demo(s), Composition(s) and/or Master(s). You hereby waive, and covenant not to enforce, all rights of droit moral or "moral rights of authors" and any similar rights or principles of law that you may now have or later have in relation to the Demos, Compositions, and Masters. 4. Fee: The entire fee payable to you for each Demo, Composition, and Master is set forth in the attached Exhibit A. a) Demo Fee. You will be paid a Demo Fee for each Demo, Composition, and/or Master that you deliver to us under this agreement, that we submit to a third party for consideration for Third Party Usage, and that such third party declines to select for Third Party Usage. The amount of the Demo Fee, if any, is set forth in Exhibit A at the heading “Demo Fee.” The Demo Fee, if any, will be payable to you by us within 30 days after our receipt of the funds constituting the Demo Fee from the third party that considered and declined to use your Demo, Composition, and/or Master. The Demo Fee will be agreed by you and us in each case prior to your submission of the Demo, Composition, and/or Master, and you hereby acknowledge that such payment (coupled with the possibility to earn an Award Fee) will be inclusive of all recording and other costs incurred by you and will constitute adequate consideration for the rights granted by you in this agreement, and you will be owed no other money in connection therewith. Please note that you will need to split the Demo Fee with any joint composer if you create the Demo with a joint composer. b) Award Fee. You will be paid an Award Fee for each Demo, Composition, and/or Master as to which we exercise our Purchase Option. The Award Fee will be payable to you by us within 30 days after our receipt of the funds constituting the Award Fee from the third party that considered and selected your work for Third Party Usage (or within 45 days after we exercise our Purchase Option, whichever is later). You hereby acknowledge that such payment will be inclusive of all recording and other costs incurred by you and will constitute adequate consideration for the rights granted by you in this agreement, and you will be owed no other money in connection therewith. Notwithstanding the foregoing, if we re-use or re-license a Demo, Composition, or Master after the initial Third Party Usage, we will notify you and pay you an agreed share of the proceeds (which share will not exceed 35% of the net amount we are paid for re-use or re-licensing of the Demo, Composition, or Master, unless specified in Exhibit A). 5. Name and Likeness: You grant to us the right to use your name, approved likenesses and biographical material in connection with the distribution, exhibition, advertising and exploitation of the Demo(s), Composition(s) and Master(s). Any objections to your likeness must be specific, in writing and received by us within 5 business days after you have received the applicable likenesses. Your approval will be deemed given in the event that you fail to submit objections as set forth above. Once you have approved such likenesses, the same need not be approved again in respect of any subsequent use thereof. Any materials provided to us by you will be deemed approved. 6. Representation and Warranties: You hereby represent and warrant that: a) You will deliver all Demos, Compositions, and Masters to us free of any liens, encumbrances, or other charges of any kind, including without limitation uncleared samples, loops, keyboards, drums, guitars, etc. (and sound files used must be cleared and paid for by you). b) The Demos, Compositions, and Masters will be original and capable of copyright protection throughout the universe, and will not violate or infringe upon any statutory or common law right of any party, nor be the subject of any litigation or claim. c) You are fully able to perform your obligations under this agreement without violating any other obligation or agreement to which you are a party. d) You own (until assignment to us) all right, title, and interest worldwide in and to the Demos, Compositions, and Masters and are able to grant the rights granted hereunder. 7. Indemnification: You will indemnify, defend, and hold us and our respective successors, assigns, agents, companies and licensees harmless against any claim, liability, cost and expense (including attorney fees and legal costs) in connection with any claim that is inconsistent with any agreement, covenant, representation, or warranty made by you herein. We may withhold monies that would otherwise be payable to you under this agreement pending the resolution of any such claim. 8. Assignment: You agree that we have the right to assign this agreement and any or all of our rights/obligations hereunder to any person or entity. You may not assign any of your rights or obligations hereunder, except that you may assign the right to receipt of monies due hereunder. This agreement will otherwise inure to the benefit of the parties’ respective successors and assigns. Any purported assignment in violation of this paragraph is void. 9. Cure Period: No failure by us to perform any of our obligations under this agreement will be deemed a breach hereof, unless you have given written notice of such failure to us and we do not cure within 30 days after receipt of such notice. 10. Remedies: a) Your rights and remedies in the event of any breach by us of this agreement will be limited to your right to recover damages, if any, in an action at law, and you waive any right or remedy in equity, including any right to terminate this agreement or to rescind our licenses and rights (and those of our licensees and assigns) in relation to the Demos, Compositions, and Masters. b) You and we agree that your services pursuant to this agreement are of a special and unique nature, involving skill and artistry, the loss of which cannot be adequately compensated by damages in an action at law. You agree that we will be entitled to the remedies of injunction and other equitable relief to prevent a breach of this agreement by you. Our remedies provided herein are cumulative and not exclusive. We may recover by appropriate action, or may withhold monies that would otherwise be payable to you under this agreement, the amount of any liabilities, claims, demands, damages or costs charged to or against us by reason of any disability or default by you. 11. Miscellaneous: a) All notices to be given by either party hereunder will be in writing and will be delivered by hand or by a nationally recognized overnight courier service to the address of each party as first set forth above, except that any payments due hereunder will be sent to you at such address by regular mail. A copy of all notices to us should be sent to Law Offices of Lisa E. Socransky Austin, 24379 Rolling View Road, Hidden Hills, CA 91302. b) You will have the status of an independent contractor hereunder, and nothing herein contained will constitute or contemplate you as our employee or agent. You will be solely responsible for withholding/payment of any taxes that may be payable or owed by you and for any insurance or other withholdings that may be associated with your performance of services. c) This agreement embodies the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties; it cannot be modified except by a writing signed by both parties; and it will be governed by and interpreted in accordance with the laws of the State of California applicable to agreements entered into and wholly performed in said state, without regard to any conflict of laws principles. The exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto will be in the state or federal courts located in Los Angeles County, California. In the event any provision of this agreement is declared invalid or unenforceable by a court of competent jurisdiction (from whose decision no appeal is or can be taken) all other provisions contained in this agreement shall remain in full force and effect, and the court shall modify the invalid or unenforceable provision to match as closely as possible the expressed intent of the parties, while meeting the requirements for validity and enforceability of such provision. d) This agreement may be executed in multiple counterparts, electronically or by facsimile signature, which when taken together will constitute a complete original agreement.