BMI Settlement Agreement

BMI SETTLEMENT AGREEMENT

This Settlement Agreement ("Agreement") is entered into as of the day of , (the "Effective Date"), by and between BMI Entity Name: , with principal address at ("BMI"), and Counterparty Name: , with principal address at ("Counterparty").

RECITALS

WHEREAS, BMI and Counterparty have disputed certain rights, claims, and obligations related to musical compositions, public performance royalties, and related accounting periods as identified in the Notices described below; and

WHEREAS, the Parties desire to fully and finally resolve all Claims (as defined below) between them without admission of liability, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claims" means any and all past, present, or future claims, causes of action, suits, demands, liabilities, obligations, losses, damages, and expenses (including reasonable attorneys' fees) that arise out of, relate to, or are based upon the matters identified in the Notices provided by either Party prior to the Effective Date, including claims for unpaid royalties, accounting, breach of contract, misrepresentation, or other equitable or legal relief.

1.2 "Released Parties" means, with respect to each Party, such Party and its past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns.

2. SETTLEMENT PAYMENT

2.1 In full settlement of the Claims, Counterparty shall pay to BMI a one-time gross Settlement Amount in the sum of $ (the "Settlement Amount"), subject to the payment terms set forth in Section 6.

2.2 The Parties acknowledge that the Settlement Amount represents full and complete consideration for the release and covenants set forth in this Agreement and is not intended to be, and shall not be construed as, an admission of liability by either Party.

3. RELEASE AND COVENANT NOT TO SUE

3.1 Upon receipt by BMI of the Settlement Amount in accordance with Section 6, Counterparty, on behalf of itself and its successors, assigns, and affiliates, irrevocably and unconditionally releases and forever discharges BMI and the other Released Parties from all Claims, demands, liabilities, and causes of action known or unknown, suspected or unsuspected, which Counterparty has or ever had as of the Effective Date.

3.2 Counterparty expressly covenants and agrees not to commence, prosecute, or assist in any action, suit, arbitration, or proceeding against BMI or any Released Party based upon any Claim released by this Agreement.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants to the other Party that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or organizational action; and (c) this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

4.2 Counterparty represents that, to the best of its knowledge, the facts stated in the Notices provided to BMI are true and complete, and that there are no additional Claims that have not been disclosed which would materially affect the settlement consideration.

5. CONFIDENTIALITY

5.1 Except as otherwise required by law or as necessary for the enforcement of this Agreement, the Parties shall keep the terms, amount, and all facts relating to this settlement strictly confidential and shall not disclose such information to any third party without the prior written consent of the other Party.

5.2 Notwithstanding the foregoing, the Parties may disclose the terms of this Agreement to their respective legal and financial advisors, insurers, and auditors who are bound to keep such information confidential.

6. PAYMENT TERMS

6.1 The Settlement Amount shall be paid by Counterparty to BMI by wire transfer to the account designated in writing by BMI within days of the Effective Date, unless the Parties have agreed in writing to an alternative schedule.

6.2 If any payment is not made when due, interest shall accrue on the unpaid amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law, compounded monthly, from the date due until paid in full, together with all costs of collection, including reasonable attorneys' fees.

7. TAXES

7.1 Each Party shall be responsible for its own taxes arising from the payments and transactions contemplated by this Agreement. Counterparty shall be responsible for any withholding taxes required by law on payments it makes, unless BMI provides appropriate documentation to eliminate or reduce such withholding.

8. NO ADMISSION OF LIABILITY

8.1 The Parties agree that this Agreement is a compromise of disputed claims and that neither the execution nor performance of this Agreement shall be construed as an admission of liability, wrongdoing or the validity of any claim by any Party.

9. INDEMNIFICATION

9.1 Each Party shall indemnify, defend and hold harmless the other Party and its Released Parties from and against any third-party claim, demand or cause of action arising out of its breach of this Agreement, including reasonable attorneys' fees and costs incurred in connection with such defense.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the following addresses (or at such other address as a Party may specify by written notice in accordance with this Section):

11. AMENDMENTS; WAIVER

11.1 This Agreement may be amended, modified or supplemented only by a written instrument executed by duly authorized representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of any disputes arising out of this Agreement.

13. ENTIRE AGREEMENT

13.1 This Agreement, including any Schedules or Exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

14.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that most nearly reflects the Parties' original intent.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

15.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

16. SURVIVAL

16.1 The provisions of Sections 3 (Release), 5 (Confidentiality), 7 (Taxes), 9 (Indemnification), 12 (Governing Law), 13 (Entire Agreement) and 14 (Severability), and any other provisions that by their nature survive termination, shall survive the termination or expiration of this Agreement.

17. ADDITIONAL TERMS

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