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FILM SOUNDTRACK ARTIST AGREEMENT This Agreement, dated as of _______________________, is by and between _____________________ ("Artist"), and ___________________________. (Producer) with regard to the Artists contribution, both as composer, performer and producer, to the song entitled ___________________ (the Song) in connection with the motion picture ______________________________________________ (the Picture), the Soundtrack Album thereof (the Soundtrack Album) and the advertising and promotion of both the Picture and Soundtrack Album. 1. SERVICES: Artist will write, compose, perform, record and produce instrumental music tracks, suitable for use in the Song, as reasonably required by Producer for the Song (Artists Services). Producer shall bear the full cost of any musicians, artists, studio or equipment rental, session fees, tape stock or any other costs incurred in preparing the Song, Artists Services and the master recordings thereof (Masters), provided that any and all such musicians, artists, studio or equipment rental, session fees, tape stock or any other costs shall be arranged and procured solely by Producer. During the engagement hereunder, Artist will render services on a non-exclusive basis, provided that Artist shall arrange for an adequate amount of time, as reasonably requested by Producer to perform Artists Services hereunder. Artist agrees: (a) to work with Producer in connection with the Song, at a mutually agreeable time and place, as reasonably requested by Producer; to perform and render services pursuant to Producers reasonable direction in all matters, including those involving style, taste and judgment; provided that there shall be no obligation on the Producer to actually utilize any of the results or proceeds of the Artists Services, or to produce, release or continue the distribution of the Picture or Soundtrack Album, subject to Producer's obligation to pay Artist for services rendered hereunder. (b) that without limiting the generality of the foregoing, Artist will render services hereunder in connection with the Song, as furnished and requested by the Producer, and will perform all services and duties customarily performed in the music industry by a first class composer, producer and performer with respect to Artists Services and the Song. Producer shall have the right to make such changes, modifications or additions to any and all results and proceeds of Artists Services composed and performed hereunder as may be required or desired by the Producer. The Producer may employ or engage other persons as composers and performers in connection with the Song at any time. Producer shall have the right to use and exploit any behind the scenes footage taken during the rendering of Artists Services hereunder, in which Artist appears recognizably, in any and all audio and visual formats, in connection with any advertising, promotion or publicity in connection with the Picture or the Soundtrack Album (Video Footage); (c) that the Artist will not utilize any material as the basis for any compositions or music tracks hereunder which is believed to be in the public domain without first notifying the Producer of the identity of such material in order that the Producer may verify the public domain status hereof; that the Artist will not use any material whatsoever not composed entirely by Artist (whether or not in the public domain) without first obtaining the Producers written consent or instructions; and that all material composed and performed by Artist shall be original to Artist, and shall not infringe on any third partys material, compositions or work; (d) Time is of the essence of this Agreement. Notwithstanding anything to the contrary set forth herein, Artist shall render Artists Services on or before a date mutually agreed upon by Producer and Artist.

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2. COMPENSATION: Fixed Compensation: Provided Artist fully and satisfactorily completes performance of the obligations and services set forth herein, and Artist is not in material breach of this Agreement, Producer agrees to pay Artist, as full compensation for all Artists Services required in connection with the Picture, and for all the rights granted by the Artist, $___________, payable upon commencement of Artists Services hereunder, but no sooner than execution of this Agreement. 3. COMPOSERS WARRANTIES: Artist warrants and represents that he has the right to enter into this Agreement and that Artist is not subject to any obligation or disability which will prevent or interfere with fully keeping and performing all of the agreements, covenants and conditions set forth in this Agreement. Artist has not made nor will Artist make any agreement, grant or assignment, or do or omit to do any act or thing which may interfere with or impair Producers complete enjoyment of the rights granted and services to be rendered to Producer hereunder. Artist warrants that all material written, composed, prepared or submitted by Artist during the term hereof or any extension of it shall be wholly original with Artist and shall not be copied in whole or in part from any other work, except that submitted to the Artist by the Producer as a basis for such material. Artist further warrants that to the best of Artist's knowledge said material will not infringe upon the copyright, literary, dramatic or photoplay rights of any person. 4. GRANT OF RIGHTS:

(a) Work Made For Hire: Artist acknowledges and agrees that all results and proceeds of Artists Services performed hereunder and the Masters embodying any and all lyrics, compositions, performances and recordings, and any other such results and proceeds of Artist's Services hereunder constitute and will constitute a work specially ordered or commissioned by Producer for use as part of the Song in connection with the Picture, the Soundtrack Album, the Video Footage, and any and all advertising and promotion of the Picture and Soundtrack Album, or other audio-visual work (hereinafter, the Commissioned Work and Masters); that the Commissioned Work and Masters are and shall be deemed a "work-made-for-hire" within the meaning of the United States Copyright Act of 1976; and that Producer is and shall be considered for all purposes the author, and first proprietor of the Commissioned Work and Masters. In connection with the foregoing, Artist hereby waives the benefit of any "moral rights" of authors or any similar law or principle throughout the world. Producer shall own all rights (whether now known or hereinafter existing) throughout the universe in perpetuity in and to the Commissioned Work and Masters, including without limitation the title, words, music, and sound recordings thereof, and the right to secure copyright registration and protection of the Commissioned Work and Masters or of any arrangement, adaptation, derivative work, or other versions thereof, and any other rights relating to the Commissioned Work and Masters which Artist now has, may hereafter have, or could have had if this Agreement had not been entered into. Producer in its absolute and sole discretion shall have the exclusive right in perpetuity to exploit the Commissioned Work and Masters, as part of the advertising and promotion of the Picture and the Soundtrack Album, to sell, use and license the use of the Commissioned Work and Masters throughout the universe, and to execute in its own name any and all licenses and agreements affecting or respecting the Commissioned Work and Masters and to assign and license such rights to others without limitation. Without limiting the generality of the foregoing, Artist expressly agrees that Producer and its subsidiaries, affiliates and/or related companies shall have the right to exploit the Commissioned Work and Masters in any and all forms of advertising and promotion of the Picture, in any and all media now known or hereafter devised including, without limitation, in trailers, advertisements, websites and other promotions and ancillary uses of the Picture, and on the Soundtrack Album in connection with the Picture, with no additional payment to Artist other than that specifically

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provided herein. In no event shall Artist be permitted or entitled to participate in any rentals or other forms of royalty received by Producer, its licensees or any other persons permitted by Producer to use any such Commissioned Work and Masters, or mechanical reproductions of it in connection with the exhibition, distribution, exploitation or advertising of any present or future kind of motion picture, nor shall Producer be obligated to account to Artist for any sums received by Producer from any other persons from the sale or licensing or other disposition of any material written, created, or composed by Artist hereunder in connection with the exhibition, distribution, exploitation or advertising of any motion picture. Artist agrees on Artist's own behalf and on Artist's successor's-in-interest, heirs, executors, administrators and assigns, not to institute, support, maintain, permit directly or indirectly any litigation or proceedings instituted or maintained on the ground that Producer's (or its designee's) exercise of the rights granted to Producer in the Picture in any way constitutes an infringement or violation of any such rental or lending rights provided for in this paragraph and that the said consideration is an adequate part of the revenues derived or to be derived by Producer from the said rights. Notwithstanding anything to the contrary contained in this Agreement, Producer, its lessees, licensees and all other persons permitted by Producer to distribute, exhibit or exploit any picture in connection with which any material written, prepared or composed by Artist hereunder is used, shall have the free and unrestricted right to use any such material and to make mechanical reproductions of it without the payment of any sums at all. (b) Artist will at the request of the Producer execute such assignments or other instruments as the Producer may deem necessary or desirable to evidence, establish or defend its right or title in the Commissioned Work and Masters. The Artist hereby appoints the Producer as the true and lawful attorney-in-fact of the Artist to irrevocably to execute, verify, acknowledge and deliver any such instruments or documents which the Artist shall fail or refuse to execute after ten (10) business days following Producer's request for the same. Producer shall have and is hereby granted the complete control and ownership of the Commissioned Work and Masters created by the Artist hereunder. 5. PUBLISHING:

(a) Artist (or his publishing designee) (herein "Artists Publisher") shall be entitled to receive fifty percent (50%) of the revenues received from the Writers Share and the Publishers Share (as those terms are generally understood in the entertainment industry) in the underlying composition that encompasses the Song, with the understanding that Producer retains all ownership of the actual Master recordings of the Song, as well as all ownership of all remaining right, title and interest in and to the Song (subject to any grants to other artists, solely by Producer). Artist shall grant, or cause Artists publisher to grant, mechanical licenses for Artists share of the composition for the United States at a rate equal to seventy five percent (75%) of the minimum statutory copyright royalty rate (without regard to playing time) determined as of the date the Master is initially released for sale to the general public in the United States, and for Canada at a rate equal to seventy five percent (75%) of the minimum compulsory rate (or the prevailing rate agreed upon by major record companies and publishers) in Canada (without regard to playing time), determined as of the date that the Master is initially released for sale to the general public in Canada. All other terms of the mechanical licenses will be on the same terms and conditions contained in the so-called controlled composition clause of the Distribution Agreement (excluding any aggregate mechanical caps), if any. Further, Artist hereby agrees and does hereby license to Producer a nonexclusive, worldwide and perpetual synchronization and other necessary use license(s), free of charge or royalty, for the purpose of reproducing Artists share of the composition in any and all forms of advertising and promotion of the Picture and Soundtrack Album, in any and all media now known or hereafter devised including, without limitation, in trailers, advertisements, websites and other promotions and ancillary uses of the Picture and Soundtrack Album, or any other audio, video, or audio-visual record and exhibiting, duplicating, manufacturing and distributing copies of such video or other audio-visual record only in connection with promotional purposes, with no additional payment to Artist other than that

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specifically provided herein. (b) Notwithstanding the foregoing:

(i) Producer specifically reserves to itself all rights required by Producer in connection with the inclusion and exploitation of the Song in any videos, advertising, any other audio video work, and any ancillary and derivative projects related to or connected with the Picture, the Soundtrack Album and in connection with any and all forms of advertising and promotion thereof, and the public performance of the Song as embodied therein, in any and all media now known or hereafter devised and by any means or methods now known or hereafter devised. Furthermore, and without limiting the foregoing or the rights granted to Producer pursuant to paragraph 5 hereof, Artist hereby issues, or hereby causes Artists publisher to issue, an irrevocable, perpetual and universe-wide, nonexclusive license, without charge for the use of the Song in synchronization with any videos and advertisements and in connection with the public performance of the Song as embodied in any videos, advertisements, any other audio video work, and any other ancillary and derivative projects related to or connected with the Picture, the Soundtrack Album, any and all forms of advertising, promotion and the exploitation thereof, in any and all media now known or hereafter devised and by any means or methods now known or hereafter devised. (ii) Artist will, at the request of the Producer execute such assignments or other instruments as the Producer may deem necessary or desirable to evidence, establish or defend Producers right or title in the Song, as defined above. The Artist hereby appoints the Producer as the true and lawful attorney-in-fact of the Artist to irrevocably to execute, verify, acknowledge and deliver any such instruments or documents, consistent with this Agreement, which the Artist shall fail or refuse to execute after ten (10) business days following Producer's request for the same. (iii) Producer shall maintain one hundred percent (100%) of the administrative rights in and to, and shall be the sole administrator of, the Song, including Commissioned Work and Masters. 6. CREDIT: Provided Artist fully and satisfactorily renders his services pursuant to the terms and conditions of this Agreement, and Artists Services are included in the Song as commercially released, Producer shall accord Artist credit as both a writer and producer commensurate with all other artists that contribute to the Song and to the Soundtrack Album. Additionally, Producer shall provide a coproducer credit to Jamahl Harris, commensurate with his contribution to Artists Services, in a substantially similar manner with all other artists that make similar contributions thereto. All other aspects of any credits shall be in Producers sole discretion. No casual or inadvertent failure to comply with any provisions of this clause shall be deemed a breach of this Agreement by Producer, and Artists sole remedy in such event shall be limited to monetary damages. Producer will, upon written notice from Artist that Artists credit has been omitted or is incorrect take the necessary steps so that Artists credit is corrected or included in any materials thereafter processed (no retroactive cure) if due to an act of Producer. Producer will include in all contracts it enters into with sales agents, distributors and licensees for the distribution and/or exploitation of the Soundtrack Album the requirement to honor the credit provisions set forth in this Paragraph 6 and the sub-paragraphs hereto. Producer shall immediately notify said sales agents, distributors and licensees of any alleged breaches and make all reasonable efforts to cure same and provided that any such sales agent, distributor or licensee has agreed in writing to respect Producer's credit requirement which Producer agrees to use best efforts to obtain.

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7. NAMES & LIKENESS: Artist grants Producer the perpetual non-exclusive right to use and license others to use Artists name, approved likeness, and approved biography including any Video Footage, in any advertising or promotion of the Picture and the Soundtrack Album, including the right to sticker the Soundtrack Album and specifically highlight Artists contributions to the Song within advertisements for the Soundtrack Album substantially as follows: Including __________________________ Artist agrees that Producer may perpetually use or authorize others to use any of the rights herein granted for commercial advertising or publicity in connection with any product, commodity or service manufactured, distributed or offered by the Producer or others, provided such advertising refers to the Picture or the Soundtrack Album. 8. INDEMNITY:

(a) Artist shall hereby indemnify and hold Producer, Producer's directors, officers, shareholders, employees, representatives, and successors, assigns and licensees of the foregoing harmless from and against all claims, expenses, damages, judgments and reasonable outside attorneys' fees and costs arising out of or resulting from any breach of any of Artist's representations, warranties, obligations or agreements hereunder. (b) Subject to Artist's obligation to indemnify and hold Producer harmless as set forth above, Producer shall indemnify and hold harmless Artist from and against all third party claims, expenses, damages, judgments and reasonable attorney's fees and costs based upon any music supplied by Producer or any third party (other than Artist and his affiliates) and embodied in the Picture or Soundtrack Album, if any. 9. NO INJUNCTIVE RELIEF; UNIQUE SERVICES: Artist acknowledges that Artists services pursuant to this Agreement are special and unique, the loss of which cannot be reasonably and adequately compensated by monetary damages. Producer shall be entitled to seek injunction or such other relief in the event of breach or threatened breach of this Agreement by Artist in addition to any other remedies that may be available to Producer. Artists sole remedy for any breach hereof shall be an action at law for monetary damages, if any. In no event shall Artist have the right to rescind this agreement or any of the rights granted hereunder nor to seek or obtain injunctions or other equitable relief restraining or enjoining the production, exhibition or exploitation of the Soundtrack Album or any advertising or promotion of the Picture using any portion of the Song. 10. NOTICES: All notices hereunder shall be in writing and shall be given either by personal delivery, telegram or by registered or certified mail (postage prepaid) and shall be deemed given hereunder on the date delivered, tele-copied or telexed or a date seventy-two (72) hours after the date mailed. Until further notice, the addresses of the parties shall be as follows: PRODUCER: ___________________________ ___________________________ ___________________________ PHONE: ___________________ FAX: ______________________ ARTIST: ___________________________________ c/o ________________________________ ___________________________________ PHONE: ___________________________ FAX: ______________________________

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11. ASSIGNMENT: Producer may assign this agreement or any of its rights hereunder to any parent, subsidiary or affiliated entity or to any third party without Artists consent, and in such event, Producers successors and/or assigns shall be entitled under and by virtue of this agreement. Artist may not assign any right or delegate any obligation hereunder without Producers prior written consent. Any purported assignment and/or delegation of obligation by Artist without such prior written consent shall be void and of no effect whatsoever. 12. PUBLICITY: Other than incidental publicity, or inclusion in biographical information relating solely to Artist, Artist shall not authorize any news, stories, publicity or advertising relating to the Picture or Soundtrack Album unless previously consented to in writing by Producer, such consent not to be unreasonably withheld. No material authorized by Artist pursuant to this subparagraph shall contain anything of a derogatory nature concerning Producer, its employees, or the Picture or Soundtrack Album. 13. CONFIDENTIALITY OF MATERIAL: Artist may, during the course of the engagement hereunder, have access to, and acquire knowledge of material, data systems and other information which may not be accessible or known to the general public. Any knowledge acquired by Artist from such material, data systems or otherwise through its engagement hereunder shall not be used, published or divulged to any other person, firm or corporation in any manner whatsoever without first having obtained the written permission of Producer, which permission Producer may withhold in its sole discretion. 14. BREACH: No failure by Producer to perform any of its obligations under this Agreement shall be deemed a breach hereof unless Artist shall have given Producer written notice of such failure and Producer shall have failed to cure such non-performance within thirty (30) days after receipt of such notice, if such non-performance is reasonably capable of being cured within such thirty (30) day period. If such non-performance is not reasonably capable of being cured within such thirty (30) day period, Producer shall not be in breach if it commences to cure such non-performance within such thirty (30) day period, and proceeds with reasonable diligence to complete the curing thereof. Said thirty (30) day cure period shall be reduced to fifteen (15) days if non-performance is in regard to payment of monies due hereunder. 15. MISCELLANEOUS:

(a) This Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof, and cannot be modified or terminated, except by a written instrument signed by both parties hereto. This Agreement can be signed in counterparts. (b) Artist and a guest will be invited to the main premiere of the Picture.

(c) A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or conditions for the future, or of any subsequent breach thereof. (d) All remedies, rights, undertakings, obligations and Agreements contained in this Agreement shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or Agreement of either party. (e) This Agreement, its validity, interpretation and legal effect, shall be governed by the laws of the State of California applicable to contracts entered into and performed entirely within such state. Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or

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performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules and procedures of the American Arbitration Association under its jurisdiction in Los Angeles before a single arbitrator familiar with entertainment law. The arbitrator may make any interim order, decision, determinations, or award he deems necessary to preserve the status quo until he is able to render a final order, decision, determination or award. Such rules and procedures are incorporated and made a part of this Agreement by reference. The parties shall have the right to engage in pre-hearing discovery in connection with any arbitration proceedings. The parties agree hereby that they will abide by and perform any award rendered in any arbitration conducted pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon such award and that the prevailing party in such arbitration and/or confirmation proceeding shall be entitled to recover its reasonable attorneys fees and expenses. The arbitration will be held in Los Angeles and the award shall be final, binding and nonappeal able. The Parties agree to accept service of process in accordance with AAA Rules. (f) If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect. (g) upon request. Producer shall provide Artist with a DVD (if available) of the Picture when available,

(h) Artist shall be an additional insured on any Errors and Omissions insurance policy in connection with the Picture hereunder during customary periods of production and distribution of the Picture, subject to the limitations, restrictions and terms of said policies. The provisions of this Paragraph shall not be construed so as to limit or otherwise affect any obligation, representation, warranty or agreement of Artist hereunder. (i) Should any of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against any party hereunder, but rather by construing the terms hereof fairly and reasonably in accordance with the generally accepted meaning of such terms. Artist acknowledges that any offer of employment hereunder is subject to and contingent upon Artists ability to prove Artists identity and employment eligibility as required by the Immigration Reform and Control Act of 1986, and Artist hereby agrees to complete, execute and deliver to Producer and Employment Eligibility Verification (Form I-9), together with documentation of Artists employment eligibility, within three (3) business days of Artists execution of this Agreement or commencement of services, whichever is earlier. If Artist fails to verify and deliver the Form I-9 as provided above, Producer shall have the right, exercisable by notice to Artist, to terminate this Agreement; and thereupon Artists engagement hereunder shall cease and neither party shall have any right, duty or obligation to the other under the Agreement except as such may have accrued prior to the effective date of termination. If the foregoing accurately sets forth our Agreement, execute and return two (2) copies to the undersigned.

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ACCEPTED AND AGREED TO: Producer: By: Its: ACCEPTED AND AGREED: Artist: By: _____________________________ ________________________

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