AGREEMENT

August 25, 2023

AGREEMENT

BETWEEN

TROY J. WASHINGTON
(“The Singer/Songwriter”)

AND

ADAM WATSON
(“The Arranger/Composer”)

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THIS AGREEMENT is made on the ……..…… day of…………..…………20……..…, is
entered into by and between the Troy J. Washington herein the Singer/Songwriter and Adam
Watson herein the Arranger/Composer (Singer and Arranger collectively referred to herein as the
“Parties” or individually as the “Party”).

  1. WHEREAS:
    A. TROY J. WASHINGTON (the “Singer”), is a singer based in the State of NEVADA
    with a mailing address of _____.
    B. ADAM WATSON (“the Arranger”) is an arranger based in the State of with a mailing address of __________.
    C. The Parties have collaborated on a musical composition, hereinafter (“the Composition”)
    D. The musical collaboration is titled “Gay as Fuck”.
    THEREFORE, in consideration of mutual promises, representations, covenants, and other good
    and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
    Parties agree to the following terms and conditions and to be bound thereby:
  2. INDIVIDUAL MUSICAL COMPOSITIONS
    The musical composition “Gay as Fuck” contains the following individual musical compositions.
  3. Transgender Love
  4. Rub It Out
  5. Sweat
  6. Sex-O-Matic
  7. Give Me Dat
  8. Stepping Out
  9. Freak show
  10. Bye Felisha
  11. Not going out Like that
  12. Where did you lay?
  13. Just Be*
  14. ENGAGEMENT
    a) Adam Watson shall perform composition production services as a
    (Composer/Arranger/Producer) for hire and produce a Master for inclusion, at Troy
    Washington’s election on a musical album of the Artist known as T-Roy. 
    b) The production of the Master shall take place at dates and times to be mutually agreed
    upon by the Parties.
    c) The final Master Mix shall be delivered to Troy Washington by Adam Watson on
    __.

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d) The final acceptance of the quality on the musical composition shall be reserved for the
artist known as T-Roy.

  1. RECORDING PROCEDURES
    a) The recording sessions for the master shall be conducted by Troy Washington at his
    expense and cost.
    b) Troy Washington shall pay all recoding cost of the Master recorded hereunder as and
    when due. Adam Watson shall deliver to Troy Washington upon completion, a fully
    mixed, edited, and equalized Master (including but not limited to a multi-track equalized
    digital original download suitable and consistent with current commercial playable
    platforms.
    c) Satisfactory to Troy Washington for use on a record (“Record”), and all original and
    duplicate Masters of the music, lyrics and all other material recorded.
    d) Adam Watson shall act diligently in completion of the Master.
    e) All songs recorded hereunder shall be listed above herein this agreement.
  2. OWNERSHIP RIGHTS
    a) Each Master made under this agreement from the inception of recording, will be
    considered a work made for hire for Troy Washington.
    b) All Masters made under this Agreement, from inception of the recording and Record
    derived therefrom, shall be the sole property of Troy Washington, free from any
    exclusive rights claim ownership of and register the copyright to those Masters in his
    name as the owner and author of them and secure any and all renewals and extensions of
    such copyright throughout the world.
    c) The copyright in the composition shall be secured and held in the name of Troy
    Washington., with credit, song writer and publishing rights and income from the
    Composition being listed as 100% Troy Washington for lyrics and Music. 
  3. CREDIT
    Troy Washington will give Adam Watson appropriate (Composer/Arranger/Producer) credit
    on all digital platforms and posted/printed materials.
  4. COMPENSATION
    a) Troy Washington shall pay Adam Watson the following for
    (Composer/Arranger/Producer) services as listed in this agreement.
    b) $200.00 per song, work for hire. $100.00 at the commencement of each session and the
    balance of $100.00 once the track has been Composed, Arranged, Produced and
    Recorded and prepared for studio recording and mixing.
    c) All Original tracks created without the addition of a 3 rd party beat maker/composer SFR
    Beats (So Fo Real Productions LLC) shall be paid at $400.00 per song.
    d) $200.00 at the commencement of each session and the balance of $200.00 once the track
    has been Composed, Arranged, Produced and Recorded and prepared for studio recording
    and mixing.
    e) All subsequent vocal tracking, arranging, pre and postproduction work shall be conducted
    by Adam Watson as work for hire for Troy Washington on the project identified as
    “Gay as Fuck” at $20.00 an hour.

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f) Troy Washington (Artist) agrees to compensate Adam Watson in cash payment of
$2,400.00 for all compositions in full.
g) Troy Washington shall be responsible for all studio production cost and reveres the right
to hire any engineer and or use any studio of his choice.
h) Troy Washington reserves the right to hire any and all guest performers including but
not limited to other musicians, engineers or singers for the composition at his expense.
i) The final acceptance of the quality and release of the “Gay as Fuck” inspired jazz musical
composition will be reserved for Troy Washington.

  1. EXCLUSIVE USE AGREEMENT
    a) Troy Washington grants Adam Watson exclusive rights to use the mixed and mastered
    digital composition “Gay as Fuck” for a one-time Jazz Composition without the ability
    to transfer said exclusive rights.
    b) Adam Watson as a composer/arranger/producer agrees to adhere to all the terms
    expressed in the attached contract between SFR Beats (So Fo Real Productions LLC)
    and Troy Washington.
    c) It is understood by all parties that SFR Beats (So Fo Real Productions LLC) nor Troy
    Washington is responsible nor liable for any cost associated with the composition
    development and relieved from all lawsuits and subsequent negotiations on Adam
    Watson’s Jazz composition.
  2. ENGAGEMENT
    Troy Washington at the advisement of Adam Watson shall perform consultant production
    services as a co-producer and co-arranger of a Master for inclusion, at Adam Watson’s election
    on a musical album of the Artist known as Adam Watson. 
  3. RECORDING PROCEDURES
    a) Recording sessions for the master of the untitled project of Adam Watson at his expense and
    cost. Adam Watson reserves reveres the right to hire any engineer and or use any studio of
    his choice.
    b) Adam Watson reserves the right to hire any and all guest performers including but not
    limited to other musicians, engineers, singers or studio for the composition at his expense.
    c) Adam Watson shall pay all recoding cost of the Master recorded hereunder as and when
    due. Production of the Master shall take place at dates and times to be determined by Adam
    Watson not to exceed 2 years from the date of this agreement after such date and time this
    agreement is considered invalid unless an extension of no more than 6 months is given by
    Troy Washington.
    d) Adam Watson’s final Master Mix may be reordered and shall not contain lead vocals of
    Troy Washington or any other lead vocalist, said composition will feature instrumental, vibe
    and backing vocals at Adam Watson’s election.

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e) Adam Watson shall make available all masters of “Untitled Jazz Album” to Troy
Washington at no expense, no later than 30 days after the project is completed.
f) All payments shall be made not more than 7 days after the work/studio sessions has been
completed.
g) Adam Watson shall not liable for any studio cost that arises from another negligent party.
h) Adam Watson shall be responsible for lost or corrupted data in his possession at his
negligence.
i) Subsequently, the last know copy shall be recreated at Adam Watsons’s expense within a
reasonable amount of time not to exceed 60 days.

  1. OWNERSHIP RIGHTS
    a) All intellectual property and related materials including any related work developed and
    progress that is developed or produced under this agreement will be the sole property of
    Troy Washington shall not be restricted.
    b) The “Master” made under this agreement from the inception of recording, will be considered
    exclusively the property of Troy Washington.
    c) Adam Watson shall not use the intellectual property for any purpose other than the contracted
    for in this agreement except with written consent of Troy Washington, Adam Watson shall
    be held solely responsible for any and all damages resulting from unauthorized use of
    the intellectual property.
  2. CREDIT
    Adam Watson shall give Troy Washington the appropriate co-arranger and co-producer credits
    on all digital platforms and posted/printed materials. Additionally, Adam Watson will identify on
    all media formats that the jazz composition was either inspired by “Gay as Fuck” or “GAF”
    featuring T-Roy or adapted from “GAF” “Gay as Fuck”, featuring T-Roy. Additionally, Adam
    Watson will adhere to all the terms expressed in the attached contract between SFR Beats (So Fo
    Real Productions LLC) and Troy Washington regarding credit.
  3. COMPENSATION
    a) Adam Watson shall pay Troy Washington 15% of total gross sales for the life of the
    exclusive use agreement.
    b) Upon termination of the “Exclusive use Agreement” by both parties 15% of the proceeds
    both pending and future sales will be transferred to Troy Washington.
    c) Each party shall assume their own liability for monies received from the sale of the
    untitled jazz album of Adam Watson.
  4. CONFIDENTIALITY
    Both Parties shall protect confidential information and maintain confidentiality of such
    information. Confidential Information shall mean all non-public information which constitutes,
    relates, or refers to the operation of the business of both parties, including without limitation, all
    financial, investment, operational, personnel, sales, marketing, managerial and statistical

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information of both parties, and any and all trade secrets, customer lists, or pricing information
of both parties.

  1. NO CONFLICTS
    The Artist hereby represents and warrants to Composer that its execution and performance of this
    Agreement does not and shall not breach any other agreement and does not require the consent of
    any other person or entity.
  2. BREACH
    The breach of any term of this Agreement, will lead to immediate termination of the Agreement.
  3. APPLICABLE LAW
    The Parties agree that the construction, validity, and performance of this Agreement shall be
    governed by the State and/or Country in which the duties of this Agreement are expected to take
    place. In the event that the duties of this Agreement are to take place in multiple States and/or
    Countries, this Agreement shall be governed by the CALIFORNIA STATE LAW.
  4. ENTIRE AGREEMENT
    This Agreement constitutes the entire contract between the parties. All terms and conditions
    contained in any other writings previously executed by the parties regarding the matters
    contemplated herein shall be deemed to be merged herein and superseded hereby. No
    modification of this Agreement shall be deemed effective unless in writing and signed by
    the parties hereto.
  5. DEATH OF ARTIST
    In the event the of the death or incapacitate of Troy Washington during the term of this
    agreement all unfinished work, monies owed and or held in trust, which includes the 15%
    on current and future sales of Adam Watson’s Jazz inspired untitled instrumental
    composition based on “Gay as Fuck” or “GAF” featuring T-Roy or adapted from “GAF”
    “Gay as Fuck”, featuring T-Roy shall become the property of Troy Washington’s estate.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its
duly authorized officer, as of the day and year set forth below.

Name: Troy Washington: ___
Artist
Signature: ____
Date: ______

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