AGREEMENT entered into as of this 28^th day of October 2021 (the “Effective Date”), by and between DE WOLFE MUSIC USA, INC./DE WOLFE LTD., including its affiliates and sub publishing entities (hereinafter referred to as “De Wolfe”) and XAVIER TOSCANO (hereinafter referred to as “Content Provider”). (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

RECITALS:

WHEREAS, Content Provider is the sole owner of the master recordings and the underlying musical compositions embodied thereon identified on the attached Schedule “A” (such master recordings and the musical compositions embodied thereon shall be referred to herein collectively as “Compositions”);

WHEREAS, Content Provider desires to have De Wolfe promote and license the Compositions for use by third-parties;

NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.  STATEMENT OF SERVICES:

• Content Provider shall deliver the Compositions to De Wolfe in the form of two-track stereo master file containing the Composition, fully edited, mixed, equalized and otherwise in the proper form for the production of the parts necessary for the manufacture of records and digital files.   As part of said delivery, Content Provider shall provide a list of all artists, producers, session musicians and/or writers who composed or performed the Composition identifying their performances, complete label copy, any applicable credits (including publishing information) and the lyrics for the Composition. De Wolfe reserves the right to request from Content Provider any and all consents, authorizations and clearances that the Client deems reasonably necessary relative to the rights granted to the Client herein. Content Provider hereby represents and warrants that it has obtained any and all necessary consents, authorizations and clearances to enable Content Provider to grant the rights that it is granting to De Wolfe hereunder.

2.     GRANT OF RIGHTS:

• Content Provider hereby appoints De Wolfe as a non-exclusive, lawful and authorized representative in connection with promoting, exploiting, marketing, submitting, pitching, negotiating, licensing, setting licensing fees, entering into and executing license agreements and collecting the licensing fees for the licensing of the Compositions throughout the Universe ((hereinafter referred to as “Territory”).[MK1] 

• Content Provider hereby grants to De Wolfe the non-exclusive right, license and authority:

1. to license the Compositions to third-parties in connection with media projects in any and all media and/or delivery systems now known or hereinafter devised and/or developed worldwide;

1. to make copies of such embodiments and distribute and license such copies,

1. to couple the Compositions with other compositions and/or recordings that De Wolfe has within its music library,

1. to print, publish, reproduce, record, re-record, edit, cut, import, couple, arrange, orchestrate, distribute, dub, vend copies and synchronize same with visual works of the Compositions (or portions thereof) and use such for the purpose of advertising, promotion or publicizing the particular placements (whether or not used in or out of context);

• to make and publish new translations of the lyrics of the Compositions in any language;

• to use, and to permit others to use, the names, photographs, logos, likenesses, biographical materials and promotional materials concerning the Content Provider and any artists, producers and/or writers who composed or performed the Compositions, for advertising and trade purposes in connection with the use, promotion and exploitation of the Compositions;

• to otherwise use the Compositions as De Wolfe deems reasonably necessary for De Wolfe to exercise its rights hereunder, including, but not limited to removing any and all vocal tracks to make instrumental versions of the Compositions, editing the Compositions for timing purposes, sampling any portion of the Compositions and editing the Compositions to comply with any government or entertainment industry requirements.

• Notwithstanding anything to the contrary contained here, Content Provider acknowledges and agrees that De Wolfe is not required to exercise any of the rights granted to it herein and that De Wolfe shall exercise such rights only in its sole discretion. Content Provider acknowledges and agrees that De Wolfe cannot guarantee that any Compositions hereunder will be licensed by any third-parties.

3.    TERM:

The term of this Agreement (“Term”) shall commence on the effective date listed above (the “Effective Date”) and continue for a period of three (3) years.   Notwithstanding the foregoing, De Wolfe shall have the right to terminate this Agreement with or without cause by providing Content Provider with thirty (30) days written notice. At the expiration of the Term of this Agreement, De Wolfe will use reasonable efforts to remove the Compositions from its catalogue within ninety (90) days following such expiration.

If this Agreement is not renewed by both parties for an additional Term; (a) De Wolfe shall have the right to continue to execute any licensing on behalf of Content Provider which was pitched or secured by third parties prior to the expiration of the Term; (b) De Wolfe shall have the right to renew and extend any licensing on behalf of Content Provider which were Licensed by third parties during the Term.

De Wolfe will continue to pay Content Provider its share of the Net Income pursuant to this Agreement.

4.  PAYMENT TERMS AND PROVISIONS.

• In full consideration for all rights granted and full, complete and satisfactory performance of its obligations under this Agreement [MK2] , [MK3]  De Wolfe shall pay Content Provider fifty (50%) of the “Net Income” (i.e., the synchronization license fee) actually received by De Wolfe [MK4] from the exploitation of the Composition, payable within ninety (90) days of receipt of payment from a “Client[MK5] ”. Net Income shall be defined as gross income actually received by De Wolfe from a “Client” due to the exploitation of the Composition.

• Publisher(s) shall have the right to collect one hundred percent (100%) of the “publisher’s share” of public

performance income for the Composition directly from the performance rights organization (PRO).

• Writer(s) shall have the right to collect one hundred percent (100%) of the “writers share” of public

performance income for the Composition directly from the performance rights organization (PRO).

• Content Provider shall be solely responsible for any costs incurred in connection with the Composition and the Master[MK6]  , including, without limitation, all costs, fees and expenses incurred for or in connection with the creation and production of, and the acquisition of rights in, the Composition and the Masters (including, without limitation, all recording costs, synchronization fees, union or guild payments to be paid, if any, to Composer and all musicians, and other individuals performing services on the Music and/or Masters, and all applicable pension, health and welfare fund contributions, if any, all musicians’ fees and orchestration costs and all arrangers’ costs), payments to engineers, musicians or any other persons performing services in connection with the Music or Masters, and any and all fees or payments to third parties

• No royalties shall be paid directly to Content Provider for public performance of the Music by De Wolfe.

5.    WARRANTIES AND LIABILITIES:

                                Content Provider hereby represents and warrants that:

• it owns or controls one hundred percent (100%) of the copyrights in and to the master recordings and musical          Compositions;

• It has the full and irrevocable right, power and authority to enter into this Agreement and to grant each and every right granted to De Wolfe on behalf of Client(s) ;

• Client’s use of the Composition will not violate or infringe upon any common law or statutory rights; and

• All persons contributing to or performing in the Composition have given all consents necessary to exploit the Composition in any manner contemplated by this Agreement without further payment.

• Any and all material furnished by Content Provider hereunder is or will be original  to the Content Provider, and shall not infringe upon or violate the right of privacy of, or constitute a libel, slander or unfair competition against, or violate any common law right, copyright or any other law or right of any person or entity, and none of the Compositions contain any uncleared samples, interpolations or excerpts.

• There are no liens, claims, encumbrances or any other agreements (now or in the future) that might conflict with or otherwise affect any of the provisions of this Agreement or the rights granted to De Wolfe herein.

• The services of Content Provider and the Compositions are not subject to any union collective bargaining agreement and Content Provider shall not have any rights or privileges (nor De Wolfe any obligations) as specified in any union or collective bargaining agreement and Content Provider shall be solely responsible for obtaining any and all required licenses, permissions and consents from third parties that may be required in connection with De Wolfe’s exercise of the rights granted to De Wolfe herein.

• Content Provider has not and will not sell, assign, lease, exclusively license or in any other way dispose of or encumber any of the rights herein granted to De Wolfe. Additionally, Content Provider shall provide prompt written notice to De Wolfe in the event that Content Provider desires to or a third party solicits Content Provider to enter into a third party exclusive agreement that will impinge on the rights of De Wolfe.

• Content Provider is or will promptly become and remain a member in good standing with the applicable

performing rights and mechanical rights organizations in Content. [MK7] 

6.  INDEMNIFICATION:

Content Provider agrees to indemnify, defend and hold De Wolfe, its affiliates, sub publishing entities,successors, assigns, agents, licensees, officers, directors, employees, agents, representatives, and any party who may claim through them harmless from and against any third party claims, liabilities, costs and expenses (including reasonable  attorney’s fees and legal costs) or any act or omission by Content Provider, [MK8] Content Provider will

reimburse De Wolfe upon demand for any payment made by De Wolfe at any time after the date hereof (including after the Term of this agreement terminates) in respect of any claim, liability, damage or expense to which the foregoing indemnity relates.  De Wolfe shall be entitled to withhold or offset  any amounts payable under this Agreement to the Content Provider related to such indemnity  either prior or after the final resolution of such third party claims, liabilities, costs and expenses or any act or omission by Content Provider.

7.  MISCELLANEOUS:

• The terms set forth in this Agreement and all exhibits and attachments hereto, constitute the entire understanding between De Wolfe and Content Provider with respect to the subject matter hereof, all prior and/or contemporaneous negotiations and understandings being merged herein.

• This Agreement cannot be canceled, modified, amended or waived, in part or in full, in any way except by an instrument in writing signed by all the parties.

• This Agreement shall be governed by and construed under the laws and judicial decisions of the State of New York without giving effect to any of its conflict of laws principles. All claims, disputes or disagreements which may arise out of the interpretation, performance or breach of this agreement shall be submitted exclusively to the jurisdiction of the federal or state courts located in the State of New York; provided, however, if either of the parties hereto is sued or joined by a third party in any other court or forum in respect of any matter which may give rise to a claim by either party hereunder,  the parties consent to the jurisdiction of such court or forum[MK9] .

• The parties hereto shall have the status of independent contractors hereunder, and nothing herein contained shall constitute or contemplate either party as the agent or employee of the other party.

• The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof.

•  Paragraph headings are inserted only for the purpose of convenient reference and shall not be given any legal effect[MK10] .

• De Wolfe shall have the right to assign any of its rights or obligations hereunder, in whole or in part to any entity. Content Provider shall not have the right to assign any of its rights or obligations hereunder.

• The failure by  De Wolfeto perform any of its material obligations hereunder shall not be deemed a breach of this Agreement unless Content Provider gives us written notice of such failure to perform and such failure is not corrected within thirty (30) days after receipt of such notice.

• Should any paragraph or provision of this Agreement be held to be void, invalid, or inoperative, such decision shall not affect any other paragraph or provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid or inoperative paragraph or provision had not been contained herein.

• This Agreement shall not be construed against either party as the drafter, it being agreed that this Agreement has been drafted jointly by the parties.

• No partnership or agency is created by this agreement and neither party shall represent otherwise.

[MK11] 

[MK12] 

• NOTICE. All notices, reports, records or other communications which are required or permitted to be given to the parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by facsimile, by overnight courier or by certified first class mail, postage prepaid, return receipt requested, to a party at the following address:

If to De Wolfe Music USA, Inc.:

De Wolfe Music USA, INC. Attention: Joel Feinberg Phone: 212-259-0524

Fed Tax ID 42-1775332

If to Content Provider:

XAVIER TOSCANO PO BOX 775

Menlo Park, CA 94027 Phone: 415-823-3962

Email: manager@xaviertoscano.com

IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year first above written.

DE WOLFE MUSIC USA, INC.                                                           XAVIER TOSCANO

An Authorized Signatory                                                                 (“Content Provider” / “Writer”/ “Publisher”)

GAWAIN MATHEWS

(“Writer”)

GAWMATH MUSIC

(“Co-Publisher”) GAWAIN MATHEWS

Schedule A

 [MK1]You should define what constitutes “Territory” here since its where the word is used first or you may define it at the beginning before using the term in the agreement so that a reader can understand what you are referring to by “Territory” when they first see the said term.

 [MK2]This is a repetition, ‘under this agreement” and “hereunder” refer to the same thing.

 [MK3]It has not been explained who “we“ refers to, it is prudent to stick to the same term throughout the agreement to refer the same item or party.

 [MK4]At the top of the document, you already stated that the company will be referred to as “De Wolfe”

 [MK5]

 [MK6]It is prudent to define key terms that a party need to understand such as “Master” especially terms that are important in understanding a party’s obligations and rights.

 [MK7]The word “territory” has been used to refer to the “universe”. It might be hard to say that you will comply with all performing rights and mechanical rights organization in the universe. Simply using the word “applicable’ is enough to show that you shall comply will relevant performing rights and mechanical rights organization s applicable to you.

 [MK8]The cancelled parts limit the indemnity and are confusing to the reader e.g. Did you mean to state the Content Providers’ prior written consent?

 [MK9]The issue affects both parties then it would be prudent that both of them consent to such jurisdiction.

 [MK10]This is a separate point on Headings unlike point “e” that is on severability.

 [MK11]This is a repetition of Section “e”

 [MK12]This is a repetition of Section “c”

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