Legal SPLITSHEET Agreement

LEGAL SPLITSHEET AGREEMENT

This Legal SPLITSHEET Agreement (the "Agreement") is made and entered into as of Effective Date: by and between First Party Name: (Entity Type: ), with primary address: ; and Second Party Name: (Entity Type: ), with primary address: .

RECITALS

WHEREAS, the parties collaborated in the creation of a musical composition or other copyrightable Work entitled: (the "Work"); and

WHEREAS, the parties wish to record, confirm and memorialize the respective ownership shares, contribution roles, and crediting for the Work so that royalties, licenses and other revenues are allocated in accordance with the terms set forth below; and

WHEREAS, the parties intend that this Agreement constitute conclusive written evidence of ownership, credit and allocation for exploitation and administration of the Work.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Contributor" means a party identified herein as having participated in the creation of the Work; "Publisher" means any person or entity that administers any right in the Work; and "Net Receipts" means gross amounts actually received from exploitation of the Work less customary and reasonable external third-party deductions such as mechanical agent fees, collection society fees and direct third-party distribution fees.

2. RECORDED CONTRIBUTIONS AND ALLOCATIONS

The parties acknowledge and agree that their respective contributions and ownership interests in the Work shall be as follows. The parties certify that the ownership percentages set forth below are the parties' final and binding allocations for all purposes, including but not limited to collection of performance, mechanical and synchronization royalties and administration by third parties.

The parties acknowledge that the ownership percentages above must, collectively, equal 100.00%. Each party represents and warrants that the percentage reflected for that party is accurate and final unless amended in writing in accordance with this Agreement.

3. CREDIT AND ATTRIBUTION

The parties agree that credit for the Work shall appear as specified below in all exploitations where customary. The parties authorize the use of the following credit names and designations.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other parties that: (a) such party is the sole legal owner of the rights it purports to assign or license under this Agreement; (b) the contribution provided by such party is original to that party and does not infringe any third party rights; (c) except as disclosed in writing to the other party, there are no outstanding agreements, liens, encumbrances or obligations inconsistent with the rights granted herein; and (d) such party has full power and authority to enter into this Agreement.

5. GRANT AND ADMINISTRATION

Each party hereby grants to the other parties a non-exclusive right to administer and exploit the party's portion of the Work to the extent necessary to effectuate the intent of this Agreement, subject to the ownership percentages set forth above. Any grant of exclusive administration or the engagement of a publisher or administrator that would materially alter the parties' allocations or control must be agreed in writing by all parties.

6. ROYALTIES, PAYMENTS AND ACCOUNTING

All Net Receipts attributable to the Work shall be distributed to the parties in proportion to their respective ownership percentages as set forth in Section 2. The parties shall keep accurate books and records relating to receipts and distributions with respect to the Work and shall provide the other party with accounting statements upon request. Any disputed accounting items shall be resolved in good faith and, if unresolved within 60 days, by an independent accountant agreed by the parties.

7. ASSIGNMENT

No party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any permitted assignee shall take subject to all obligations and benefits of this Agreement.

8. NOTICES

All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier service, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

9. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by all parties. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercise of that or any other right.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically shall be binding for all purposes.

14. CERTIFICATION

Each party certifies that it has read and understands the allocations recorded in this Agreement, that the allocation percentages are accurate and final as to that party, and that it will cooperate in good faith with the other party to register, administer and enforce rights in the Work in a manner consistent with the allocations herein.

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