MUSIC LICENSING REPRESENTATION AGREEMENT

Name: {{_name}}
Email: {{_email}}
Address
This Agreement is made and entered into by and between you, {{_name}}, [PLEASE PROVIDE ADDRESS] (“You”) -and- Baxter House, LLC, c/o Keller, Turner, Andrews, & Ghanem PLLC, 20 Music Square W, Suite 200, Nashville, TN 37203 Attention: Jordan S. Keller (“Company”), which shall be effective as of {{effective_or_execution_date}} (“Effective Date”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

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Type of Agreement: {{what_agreement}}

  1. Territory: The universe.
  2. Term: The term shall be for twenty four (24) months commencing from the Effective Date (“Term”), which shall automatically extend for consecutive one (1) year extensions unless earlier terminated in writing by either party with sixty (60) days notice prior to the expiration of the then-current yearly period of the Term.
  3. Musical Works: “Musical Work(s)” means the specific sound recordings and the underlying musical compositions listed in Schedule A, attached hereto (and as amended) and incorporated herein, solely to the extent that you own, control, represent or administer, in whole or in part, in the percentages listed therein or as provided to Company (which may be via email). The parties may mutually agree to add Musical Works to Schedule A, from time-to-time during the Term, which may be via e-mail or such other process to which the parties mutual agree.
  4. Engagement and Exclusivity:
    1. You hereby grant to Company, its successors and assigns, the exclusive right and authority throughout the Territory to represent and submit the Musical Works for licensing opportunities and the exclusive right to negotiate, issue, and execute Licenses for the Musical Works on your behalf throughout the Term of this Agreement.{{non_exclusive}} Company may appoint or engage any other persons, firms, companies or corporations to perform any of the services described in this Agreement in Company’s sole discretion. Company’s rights include the right to copy, distribute, submit, market and promote the Musical Works to potential licensees and to the general public to facilitate the purposes of this Agreement and the exclusive right to collect Gross Receipts on your behalf in connection with Licenses. You will direct all potential licensees who contact you regarding the Musical Works to Company during the Term.
    2. “License(s)” mean an agreement procured during the Term permitting third parties (“Licensees”) to use the Musical Works for any purpose now known or hereafter devised including, but not limited to: synchronization, master use, videograms, Internet performance, small performance, Internet multimedia reproduction, podcasts, videoblogs, streaming webcast, transmissions, digital downloads, video games, multimedia applications, soundtrack records and compilations, adaptations, remixes, mash-ups, mobisodes, ringtones, sampling, promotions, lyric reprints, trade shows, and the privilege to make a musical arrangement to the extent necessary (with your approval) without changing the basic melody, fundamental character or the lyrics of the composition. Licenses shall be deemed procured during the Term, if Company submitted the Musical Work for consideration to the Licensee, negotiated the terms of the License, provided counsel in connection with the License, or the Licensee contacted presented license terms to you regarding the License during the Term.
  5. Royalties: Company shall collect, and you shall direct all third parties to pay to Company, all revenue due or owing from the exploitation of the Musical Works hereunder. Company agrees to pay to you {{percentage}} of all Net Receipts (as defined below) actually received by Company hereunder for any Licenses or other uses hereunder.
    1. “Net Receipts” shall be defined as all revenue earned from or by the Musical Works hereunder including, but not limited to, from the manufacture and distribution of phonorecords of the Musical Works, from the licensing of mechanical instrument and electrical transcription rights in the Musical Works, from motion picture and television synchronization rights to the Musical Works, and from all other uses of the Musical Works hereunder such as song lyric folios or magazines, less Company’s actual and reasonable out-of-pocket expenses attributed to the exploitation and administration of the Musical Works. Following the Term, Company shall continue to receive, collect, and distribute all revenue due or owing from agreements for the exploitation of the Musical Works entered into or substantially negotiated during the Term.
    2. Royalties as herein above specified shall be payable solely to you in instances where you are the sole author and owner of a Musical Work, including the words and music thereof. However, in the event that there are one or more other songwriters or authors and/or master-owners, to whom Company is obligated to pay royalties, together with you on any Musical Work, the foregoing royalties shall be paid to you based upon your pro-rata share of said Musical Work unless another division of royalties is agreed upon by all such owners and written notice thereof, signed by all such owners, is furnished to Company prior to the delivery to Company of such Musical Work.
    3. {{no_co_publishing}}
  6. Retention and Collection Period: You understand and agree that Company’s business is speculative and Company makes no warranties or guarantees of any business or revenue resulting from this Agreement. In the event Company secures any licensing or other exploitation of any Musical Work hereunder, Company’s rights to said Musical Work shall thereafter be granted on an exclusive basis for the remainder of the Term. For the avoidance of doubt, for a period of eighteen (18) months following the Term, Company shall continue to receive, collect, and distribute all revenue due or owing solely from agreements or licenses for the exploitation of the Musical Works entered into or substantially negotiated during the Term (“Collection Period”).
  7. Name and Likeness: You hereby grant to Company and its designees the worldwide right during the Term (and the non-exclusive right after the Term) to use and permit others to use your professional name, approved image and approved likeness, and all approved biographical information in connection with your services hereunder and any exploitation of the Musical Works, any and all phonograph records derived therefrom and other reproductions made therefrom, and advertisements in connection therewith.
  8. Accounting: Company shall render to you, on a semi-annual basis within ninety (90) days after the close of each semi-annual period (June 30th, December 31st) in which royalties are accrued hereunder, a detailed, itemized statement showing all royalties earned by you during such accounting period and specifying the source and type of such income received, the costs and fees deducted therefrom and will pay at the same time all sums shown thereon to be due to you; provided that Company shall be obligated to pay royalties hereunder only with respect to sums actually received by Company or credited to Company’s account. It is understood and agreed that Company may use the services of a third-party administrator or distributor and such third-party administration fees or distribution fees which are charged to Company, if any, relating to the Musical Works shall be deducted “off the top” from any gross monies received by Company. In the event that Company self-administers any of the rights granted herein, Company will not deduct any in-house administration charges except for actual and reasonable third-party out-of-pocket costs including, without limitation, costs of transcribing lead sheets, advertising and promotion expenses approved by you, sample clearance costs, and copyright registration fees, and excluding Company’s general overhead expenses. All royalty statements and other accounts rendered to you hereunder will be binding upon you unless specific objection, in writing, stating the basis thereof is received by Company within three (3) years from the date rendered, in which event such statement shall be binding in all respects except for those specifically stated in such written objection. Any certified public accountant designated by you who is not then engaged in an audit of Company's books and records shall have the right to examine and inspect Company's books and records with respect to the Musical Works at Company's principal office upon thirty (30) days' prior written notice during normal business hours, but in no event more than once with respect to any given accounting period or more than once in any given calendar year. Legal action with respect to a specific accounting and/or the accounting period to which the same relates shall be forever barred if not commenced in a court of competent jurisdiction within three years and six months after such statement is rendered.
  9. Cure of Defaults: As a condition precedent to the assertion by either party hereto that the other party is in default in performing any obligation contained herein, the asserting party shall advise the other party in writing specifying any such alleged default, and such party shall be allowed a period of thirty (30) days after such written notice within which to cure such alleged default. For the purposes hereof, no alleged breach of this agreement by either party shall be deemed incurable, provided that nothing shall prohibit a party from seeking equitable relief to prevent or restrain any alleged breach hereof.
  10. Warranties: You warrant and represent that the Musical Works will not infringe upon or violate any copyright or any other right of any third person. You further warrant that you are free to grant all rights granted herein. NO SAMPLES, COVERS, QUOTES, OR ANY PART OF ANOTHER’S COPYRIGHT ARE USED WITHOUT WRITTEN PERMISSION FROM ALL NECESSARY RIGHTS HOLDERS for any use contemplated under this Agreement. You agree to hold Company and its successors, licensees and assigns harmless from and against all third party damages, losses, costs and expenses (including reasonable outside attorneys’ fees and costs) which the indemnified parties suffer or incur by reason of your breach hereof and which is reduced to a final non-appealable judgment or settled with your written consent. Company shall give you prompt written notice of any third party claims and you hall have the right to participate in the defense or settlement thereof using counsel of your choosing at your sole expense.
  11. Notices: All notices given hereunder by either party to the other (excluding accounting statements) shall be transmitted in writing by United States registered or certified mail, return receipt requested and postage prepaid or personal or overnight delivery by the USPS, Federal Express, DHL, UPS or other recognized commercial courier, to the parties' addresses set forth above or to such other address as a party shall designate by notice to the other. All notices and accountings shall be deemed given upon the date of deposit thereof in the United States Mail with the exception of notices of change of address which shall be deemed given only upon actual receipt by the intended recipient.
  12. Assignment: Company may freely assign all or part of this Agreement, or its corresponding long form if one is executed, and the rights contained herein, to any third party. You shall have the right to assign any income or monies received hereunder to any third party. Except as specifically set forth herein, you shall not assign this Agreement without the prior written approval of Company and any such purported assignment by any party without the written consent of the Company shall be null and void.
  13. Legal Counsel: YOU STIPULATE AND ACKNOWLEDGE THAT YOU HAVE BEEN REPRESENTED BY AND HAVE RELIED UPON INDEPENDENT LEGAL COUNSEL OF YOUR OWN CHOOSING IN THE NEGOTIATION OF THIS AGREEMENT OR HAVE VOLUNTARILY AND KNOWINGLY WAIVED YOUR RIGHT TO DO SO.
  14. Governing Law: This Agreement shall be governed by the laws of California without regard to the conflict of law provisions thereof and venue shall be solely in a court of competent jurisdiction in Los Angeles, California. Inasmuch as your services hereunder are unique and extraordinary, you acknowledge that Company, in addition to all other available rights and remedies, shall be entitled to seek equitable relief to enforce this Agreement.
  15. Entire Agreement: This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof, and supersedes all previous agreements, discussions, communications, and correspondence with respect to the subject matter hereof. This Agreement may not be modified or amended except in a writing signed on behalf of each party by its duly authorized representative. Company and you acknowledge that Company is owned by Brent Kutzle, who is also a composer and producer and may collaborate with you from time to time. As such, you acknowledge that Brent Kutzle may, separate and apart from Company, own a portion of or participate in any such Master or compositions embodied thereon on which he collaborates or contributes. This Agreement may be signed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all of which shall constitute one document. Delivery of a signed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
Schedule A
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