Mechanical Vinyl Agreement

MECHANICAL VINYL AGREEMENT

Effective Date:

RECITALS

WHEREAS, Licensor is the owner or authorized licensor of the musical compositions and associated rights identified in this Agreement and has authority to grant mechanical reproduction rights for manufacturing physical phonorecords; and

WHEREAS, Licensee operates a vinyl manufacturing and distribution business and desires to manufacture, reproduce and distribute the vinyl phonorecords embodying the compositions and masters described herein under the terms set forth below; and

WHEREAS, the parties desire a written agreement specifying the scope of work, payment, delivery, mechanical license terms, confidentiality and other commercial terms applicable to the pressing and sale of vinyl records.

SCOPE OF WORK

Licensor engages Licensee to manufacture vinyl phonorecords in accordance with the specifications and quantities set forth below. Licensee shall perform all manufacturing services, quality control, packaging and shipment as specified and shall deliver test pressings and production samples for Licensor approval when required.

PAYMENT TERMS

Licensee shall be compensated as follows. All amounts are stated in the agreed currency and are exclusive of taxes and shipping unless otherwise stated.

Deposit Due By:    Balance Payable: upon completion and acceptance of production samples, unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the completion of manufacturing, payment and delivery obligations or until terminated as provided below.

Commencement Date:    Termination/End Date:

Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Additionally, either party may terminate upon insolvency or assignment for the benefit of creditors.

CONFIDENTIALITY

Each party shall hold confidential and not disclose to third parties any non-public business, technical or financial information disclosed by the other party in connection with this Agreement. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement or independently developed by the receiving party.

Confidentiality Duration: years from the Effective Date.

INTELLECTUAL PROPERTY AND MECHANICAL LICENSE

Licensor grants Licensee a limited, non-exclusive, non-transferable license to reproduce and manufacture the compositions and masters specifically identified in the Scope of Work solely for the production of the agreed vinyl phonorecords for the term of this Agreement. This license is limited to the territory of .

Royalties / Mechanical Payments: Licensor shall be paid a mechanical royalty of per physical unit sold, payable in accordance with the Payment Schedule above. The parties may elect an alternate flat per-unit payment in lieu of per-unit royalties by written amendment.

DELIVERY, INSPECTION AND ACCEPTANCE

Licensee shall deliver test pressings and production samples where required. Licensor shall have days following receipt to inspect and either approve or reject for reasonable defects. Failure to provide notice of rejection within such period will constitute acceptance.

Lead Time for Production: days from approval of samples and receipt of deposit, subject to change for force majeure events.

Test pressings required    Mastering/matrix preparation required    Picture disc / special artwork

WARRANTIES, REPRESENTATIONS AND INDEMNIFICATION

Licensor represents and warrants that it has full authority to grant the rights granted herein, that the use and manufacture of the compositions and masters as contemplated will not infringe the rights of any third party, and that all necessary consents have been obtained. Licensee represents that it will perform manufacturing consistent with industry standards.

Indemnification: Each party shall indemnify and hold the other harmless from and against any losses, damages, liabilities and reasonable costs (including attorneys' fees) arising from breach of its representations, warranties or obligations under this Agreement, except to the extent caused by the indemnified party's negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including its Scope of Work and any written appendices or schedules signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

FORCE MAJEURE; ASSIGNMENT

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, labor disturbances, pandemics, shortages, acts of government, or supplier failures, provided that the affected party gives prompt notice and takes reasonable steps to mitigate the effects.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other, except that Licensee may assign to an affiliate or purchaser of substantially all of Licensee's business assets, provided the assignee assumes Licensee's obligations hereunder.

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