Digital Media Distribution Agreement

DIGITAL MEDIA DISTRIBUTION AGREEMENT

This Digital Media Distribution Agreement (the "Agreement") is entered into effective as of by and between:

PARTIES

Entity type — Content Provider: Individual Corporation LLC Other

Entity type — Distributor: Individual Corporation LLC Other

RECITALS

WHEREAS, Content Provider represents that it owns or controls all rights, title and interest in and to certain digital media assets and associated intellectual property, including but not limited to audio recordings, video recordings, artwork, metadata and related materials (collectively, the "Works") described as:

WHEREAS, Distributor operates distribution channels and platforms for digital media and desires to obtain distribution rights to exploit the Works on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF DISTRIBUTION

1. Grant. Content Provider hereby grants Distributor the non-exclusive/exclusive right to distribute, market, reproduce, stream and otherwise exploit the Works in the Territory and via the Distribution Channels during the Term, subject to the terms below.

Exclusive rights? Exclusive Non-exclusive

Territory:

DELIVERABLES

PAYMENT TERMS

Compensation: Distributor shall pay Content Provider:

Late payment fee: on any amount not paid when due.

Withholding and taxes: Each party is responsible for its own taxes and for any withholding required by applicable law.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated as provided herein.

Termination for convenience: Either party may terminate this Agreement upon days' written notice to the other party.

Termination for breach: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of notice specifying the breach.

CONFIDENTIALITY

Each party shall keep confidential and not disclose any non-public information regarding the other party's business, finances, distribution terms, or the Works ("Confidential Information") except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information does not include information that (a) is publicly available through no fault of the receiving party, (b) was rightfully known to the receiving party prior to disclosure, or (c) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Ownership: Content Provider retains all right, title and interest in and to the Works and all intellectual property therein, subject only to the limited rights expressly granted to Distributor in this Agreement. Distributor shall not claim any ownership in the Works by virtue of distribution or receipt of copies.

Use of Marks: Distributor may use Content Provider's trademarks, logos and credits solely as approved in writing or in accordance with normal marketplace practice and for the purpose of distributing the Works.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Content Provider represents and warrants that it has the full right, power, and authority to enter into this Agreement and to grant the rights herein, that the Works do not infringe third-party rights, and that it will obtain any third-party consents required for distribution. Distributor represents and warrants that it will comply with all applicable laws and industry standards in distributing the Works.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of a breach of such indemnifying party's representations, warranties or obligations under this Agreement.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party's aggregate liability shall exceed the total amounts actually paid by Distributor to Content Provider under this Agreement in the twelve (12) months preceding the claim.

REPORTING AND AUDIT

Distributor shall deliver to Content Provider quarterly statements of account showing gross receipts, deductions, and amounts payable, together with payment of any amounts due within days of the reporting period. Content Provider shall have the right, once per calendar year and upon reasonable notice, to audit Distributor's books as they relate to the Works.

NOTICES

Notices shall be in writing and effective upon personal delivery, confirmed overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, addressed to the addresses set forth above or as updated in writing.

GOVERNING LAW; ENTIRE AGREEMENT

Governing law: This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

Entire Agreement: This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings, and agreements, whether written or oral. Any amendment or modification must be in writing signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor by merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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