Performer License Agreement

PERFORMER LICENSE AGREEMENT

This Performer License Agreement (the "Agreement") is entered into as of by and between Licensor Name: , with principal place of business at (hereinafter "Licensor"), and Performer Name: , with principal place of business at (hereinafter "Performer"). Licensor and Performer are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Licensor owns or controls certain rights in musical compositions, sound recordings, images, scripts, choreography and related materials (collectively, "Materials") that may be incorporated in live or recorded performances; and

WHEREAS, Performer is engaged to provide live or recorded performance services and desires a limited license to use specified Materials to perform, record, reproduce and exploit recordings or audiovisual works in accordance with the terms set forth herein; and

WHEREAS, Licensor is willing to grant Performer a license to use certain Materials on the terms and conditions contained in this Agreement.

NOW, THEREFORE

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

1. GRANT OF LICENSE

1.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Performer a Exclusive Non-exclusive license to use the Materials identified in Exhibit A (the "Licensed Materials") to perform, record, reproduce and synchronize such Materials in connection with Performer's performances and recordings for the Term and Territory specified herein. Performer acknowledges and agrees that any selection of "Exclusive" must be confirmed in writing by Licensor to be effective.

1.2 Scope. The license granted hereunder includes the right to publicly perform, record, distribute, broadcast and stream the Licensed Materials in audio and audiovisual formats, and to exploit such recordings in all media now known or hereafter devised, subject to the limitations set forth in this Agreement.

2. TERM AND TERRITORY

2.1 Term. The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with Section 11.

2.2 Territory. The rights granted hereunder are limited to the following territory: .

3. COMPENSATION

3.1 License Fee. As consideration for the license granted herein, Performer shall pay Licensor a one-time license fee of USD, due within days of the Effective Date.

3.2 Royalties. In addition to the license fee, Performer shall pay Licensor royalties equal to % of Net Receipts derived from commercial exploitation of recordings embodying the Licensed Materials. "Net Receipts" shall mean gross receipts less customary distribution, mechanical and statutory fees and agreed third-party deductions.

3.3 Accounting and Payment. Performer shall deliver quarterly royalty statements and payment to Licensor within 45 days following the end of each calendar quarter. All amounts payable hereunder shall be payable in United States Dollars and free and clear of any deductions or setoffs except as expressly permitted by this Agreement.

4. PERFORMANCE STANDARDS; APPROVAL

4.1 Standards. Performer shall perform and record the Licensed Materials in a professional manner consistent with industry standards. Performer shall obtain all necessary licenses and clearances from any third parties whose rights are implicated in the performance or recording of the Licensed Materials.

4.2 Approval of Recordings. Licensor shall have the right to review and approve any final recorded or audiovisual material that substantially reproduces the Licensed Materials. Licensor shall provide written approval or objections within days of receipt. Failure to respond within that period shall constitute deemed approval.

5. OWNERSHIP; COPYRIGHT

5.1 Ownership. Licensor retains all right, title and interest in and to the Licensed Materials, including all copyrights and renewals and extensions thereof. Performer acquires only such rights as are expressly granted in this Agreement and no other rights or licenses are implied.

5.2 Copyright Notice. Performer shall affix appropriate copyright and credit notices to any recordings or audiovisual works created under this Agreement in substantially the following form: "Licensed from [Licensor Name]" where the Parties shall insert the applicable Licensor name.

6. REPRESENTATIONS AND WARRANTIES

6.1 Licensor Representations. Licensor represents and warrants that: (a) it has the full right, power and authority to enter into this Agreement and to grant the rights granted herein; (b) to Licensor's knowledge the Licensed Materials do not infringe any third-party rights; and (c) there are no outstanding agreements or encumbrances that would conflict with the rights granted to Performer, except as disclosed in writing to Performer.

6.2 Performer Representations. Performer represents and warrants that: (a) it has the full right and authority to enter into and perform its obligations under this Agreement; (b) performances and recordings will be original or properly licensed; and (c) the execution of this Agreement will not breach any other contract to which Performer is bound.

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, agents and employees from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of such Party's representations, warranties or obligations under this Agreement, except to the extent arising from the gross negligence or willful misconduct of the indemnified Party.

8. INSURANCE

During the Term, Performer shall maintain at its expense general liability insurance and, where applicable, workers' compensation and employers' liability insurance with limits not less than USD per occurrence and shall provide certificates of insurance to Licensor upon request.

9. CONFIDENTIALITY

Each Party agrees to keep confidential and not disclose to any third party any non-public business or creative information disclosed by the other Party in connection with this Agreement. The obligations in this Section shall survive termination or expiration of this Agreement for a period of years.

10. PUBLICITY

Performer shall not use Licensor's name, trade names, trademarks or logos in any publicity or advertising without Licensor's prior written consent, except for the limited credit required under Section 5.2. Licensor may require approval of any promotional materials that prominently feature Licensor's marks.

11. TERMINATION

Either Party may terminate this Agreement for cause upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Licensor may terminate immediately if Performer materially misuses the Licensed Materials or commits an act that would materially harm Licensor's reputation.

12. EFFECTS OF TERMINATION

Upon termination or expiration of this Agreement, (a) all licenses granted to Performer hereunder shall immediately cease except that Performer may continue to exploit recordings made and commercially released during the Term in accordance with any accrued payment obligations; (b) Performer shall promptly cease all use of Licensed Materials not subject to permitted post-termination exploitation; and (c) each Party shall return or destroy Confidential Information upon written request.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or such other address as either Party may designate in writing.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 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.

15.2 Entire Agreement. This Agreement, together with any Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

15.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

EXHIBIT A — LICENSED MATERIALS

MISCELLANEOUS PROVISIONS

The Parties agree to cooperate reasonably and execute such further instruments and take such further actions as may be necessary to effectuate the purposes and intent of this Agreement. Headings are for convenience only and shall not affect interpretation.

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