LICENSE AGREEMENT

THIS PREMIUM LICENSE AGREEMENT is made on Mon, 01 Jan 2018 11:30:30 -0500

("Effective Date") by and between <Artist Name> (hereinafter referred to as the "Licensee"), and

Royce Kang Guo Hong ("Producer"). (hereinafter referred to as the "Licensor"). Licensor warrants

that it controls the mechanical rights in and to the copyrighted musical work entitled Beat Title

("Beat") as of and prior to the date first written above. The Beat, including the music thereof,

was composed by Royce Kang Guo Hong, who is professionally known as Royce Beats.

This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant

and subject to all terms and conditions set forth herein.

1. License Fee
The Licensee shall make payment of the License Fee to Licensor on the date of this

Agreement. All rights granted to Licensee by Licensor in the Beat are conditional upon

Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the

rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

2. Delivery of the Beat

STEM WAV files, as such terms are understood in the music industry. Licensor shall use

commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of

the License Fee is made. Licensee will receive the Beat via email, to the address Licensee

provided to Licensor.

3. Term
The Term of this Agreement shall be ten (10) years and this license shall expire on the tenth (10)

year anniversary of the Effective Date.

4. Use of the Beat

Licensee a limited non-exclusive, nontransferable license and the right to incorporate, include
and/or use the Beat in the preparation of one (1) “New Song.” Licensee may create the New

Song by recording his/her written lyrics over the Beat. The new song created by the Licensee

which incorporates some or all of the Beat shall hereinafter be referred to as the “New Song”.

Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the

Beat in preparation of the New Song for public release. Licensee is not allowed to add new

instrumentation to the beat or modify the Beat without written consent of the Licensor.

This License grants Licensee a worldwide, non-exclusive license to use the Beat as

incorporated in the New Song in the manners and for the purposes expressly provided for

herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement.

Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat

pursuant to this Agreement are on a non-exclusive basis and Licensor shall continue to license

the Beat upon the same or similar terms and conditions as this Agreement to other potential

third-party licensees.

i. Distribution: The Licensor hereby grants to Licensee a non-exclusive license to use the New

Song in the reproduction, duplication, manufacture, and distribution of phonograph records,

cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital

recordings, and any lifts and versions thereof (collectively, the "Recordings", and individually, a

"Recording") worldwide for up to the pressing or selling a total of Ten Thousand (10,000)

copies of such Recordings or any combination of such Recordings.

ii. Streaming: Additionally, licensor shall be permitted to distribute unlimited free internet

downloads or streams for non-profit and non-commercial use. This license allows up to Five

Hundred Thousand (500,000) monetized audio streams to sites like (Spotify, RDIO, Rhapsody).

iii. Synchronization: The Licensor hereby grants limited synchronization rights for One (1) music

video streamed online (Youtube, Vimeo, etc..) for up to 500,000 non-monetized video streams

on all total sites. A separate synchronisation license will need to be purchased for distribution
of video to Television, Film or Video game.

iv. Broadcasting: The Licensor hereby grants to Licensee broadcasting rights up to 2 Radio

Stations.

v. Live Performances: The Licensor hereby grants to Licensee a non-exclusive license to use

the New Song in unlimited non-profit performances, shows, or concerts.

For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the

form that it was delivered to Licensee. The Licensee must create a New Song for its rights

under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a

material breach of this Agreement and the Licensee shall be liable to the Licensor for damages

as provided hereunder.

Subject to the Licensee’s compliance with the terms and conditions of this Agreement,

Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid

to or collected by the Licensee, or which would otherwise be payable to Licensor in connection

with the use/exploitation of the New Song as set forth in this Agreement.

5. Restrictions on the Use of the Beat

action(s) and from engaging in any use of the Beat or New Song in the manners, or for the

purposes, set forth below:

The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or

assign any of its rights hereunder to any third-party; Licensee shall not synchronize, or permit

third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as

expressly provided for and pursuant to Paragraph 4(iii) of this Agreement for use in one (1)

Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in
television, commercials, film/movies, theatrical works, video games, and in any other form on

the Internet which is not expressly permitted herein.

Licensee shall not have the right to license or sublicense any use of the Beat or of the New

Song, in whole or in part, for any so-called “samples”.

Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending,

renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers,

peer to peer sharing, or other file sharing services, posting on websites, or distribution of the

Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send

the Beat file to any individual musician, engineer, studio manager or other person who is

working on the New Song.

As applicable to both the underlying composition in the Beat and to the master recording of the

Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that

term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New

Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by

the Licensor to grant any rights in and/or to any other derivative works that may have been

created by other third-party licensees.

6. Ownership
The Licensor is and shall remain the sole owner and holder of all right, title, and interest in the

Beat, including all copyrights to and in the sound recording and the underlying musical

compositions written and composed by Licensor. Nothing contained herein shall constitute an

assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any

circumstances, register or attempt to register the New Song and/or the Beat with the U.S.

Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be

strictly limited to Licensor. Licensee will, upon request, execute, acknowledge and deliver to
Licensor such additional documents as Licensor may deem necessary to evidence and

effectuate Licensor’s rights hereunder, and Licensee hereby grants to Licensor the right as

attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or

elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days

after so requested by Licensor.

For the avoidance of doubt, you do not own the master or the sound recording rights in the

New Song. You have been licensed the right to use the Beat in the New Song and to

commercially exploit the New Song based on the terms and conditions of this Agreement.

Notwithstanding the above, you do own the lyrics or other original musical components of the

New Song that were written or composed solely by you.

7. Writer’s Share and Publishing Rights

the New Song, the Licensee and the Licensor hereby acknowledge and agree that the

underlying composition shall be owned/split between them as follows:

i. Licensee shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the

underlying composition. Specifically, the Lyrics.

ii. Licensor shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the

underlying composition. Specifically, the Music.

iii. Licensor shall own, control, and administer Fifty Percent (50%) of the so-called “Publisher’s

Share” of the underlying composition embodied in the New Song.

8. Consideration
In consideration for the rights granted under this agreement, Licensee shall pay to licensor the
sum of Eighty ($80) US dollars and other good and valuable consideration, payable to "Royce Kang Guo
Hong", receipt of which is hereby acknowledged. If the Licensee fails to account to the

Licensor, timely complete the payments provided for hereunder, or perform its other

obligations hereunder, including having insufficient bank balance, the licensor shall have the

right to terminate License upon written notice to the Licensee. Such termination shall render

the recording, manufacture and/or distribution of Recordings for which monies have not been

paid subject to and actionable infringements under applicable law, including, without limitation,

the United States Copyright Act, as amended.

10. Credit
Licensee shall have the right to use and permit others to use Licensor’s (“Producer”) approved

name, approved likeness, and other approved identification and approved biographical

material concerning the Producer solely for purposes of trade and otherwise without restriction

solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to

have Producer credited as a “producer” and shall give Producer appropriate production and

songwriting credit on all compact discs, record, music video, and digital labels or any other

record configuration manufactured which is now known or created in the future that embodies

the New Song created hereunder and on all cover liner notes, any records containing the New

Song and on the front and/or back cover of any album listing the New Song and other musician

credits. Licensee shall use its best efforts to ensure that Producer is properly credited and

Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any

mistakes regarding Producer's credit. In the event of any failure by Licensee to issue credit to

Producer, Licensee must use reasonable efforts to correct any such failure immediately and on

a prospective basis. Such credit shall be in substantial form: “Produced by Royce Beats”.

11. Breach by Licensee

Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or

Licensor’s authorized representative to cure any alleged breach of this Agreement by Licensee.

Licensee’s failure to cure the alleged breach within five (5) business days shall result in
Licensee’s default of its obligations, its breach of this Agreement, and at Licensor's sole

discretion, the termination of Licensee’s rights hereunder.

If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song

outside of the manner and amount expressly provided for in this Agreement, Licensee shall be

liable to Licensor for monetary damages in an amount equal to any and all monies paid,

collected by, or received by Licensee, or any third party on its behalf, in connection with such

unauthorized commercial exploitation of the Beat and/or New Song.

Licensee recognizes and agrees that a breach or threatened breach of this Agreement by

Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated

by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the

provisions of this Agreement, Licensor may seek and shall be entitled to a temporary

restraining order and preliminary injunction restraining the Licensee from violating the

provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other

available legal or equitable remedy from such breach or threatened breach, including but not

limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all

costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of

any provision of this Agreement. Licensee’ obligation shall include court costs, litigation

expenses, and reasonable attorneys' fees.

12. Warranties, Representations and Indemnification

fits the particular creative use or musical purpose intended or desired by the Licensee. The

Beat, its sound recording, and the underlying musical composition embodied therein, are

licensed to the Licensee “as is” without warranties of any kind or fitness for a particular

purpose.

Licensor warrants and represents that he has the full right and ability to enter into this
agreement, and is not under any disability, restriction, or prohibition with respect to the grant of

rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other

exploitation of the New Song hereunder will not infringe upon or violate any common law or

statutory right of any person, firm, or corporation; including, without limitation, contractual

rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or

slander.

Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New

Song hereunder will not infringe upon or violate any common law or statutory right of any

person, firm, or corporation; including, without limitation, contractual rights, copyrights, and

rights of privacy and publicity and will not constitute libel and/or slander. The foregoing

notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added

to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any

such elements.

Licensor warrants that he did not “sample” (as that term is commonly understood in the

recording industry) any copyrighted material or sound recordings belonging to any other

person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified

Licensee. Licensee shall have no obligation to approve the use of any sample thereof;

however, if approved, any payment in connection therewith, including any associated legal

clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used

by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole

or in part, the liability for infringement or violation of the rights of any third party arising from the

use of any such “sample” from Licensor to Licensee.

Parties hereto shall indemnify and hold each other harmless from any and all third party claims,

liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting

party and shall hold the non-defaulting party, free, safe, and harmless against and from any and

all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and
expenses; (including, without limitation, reasonable attorneys' fees), which may be made or

brought, paid, or incurred by reason of any breach or claim of breach of the warranties and

representations hereunder by the defaulting party, their agents, heirs, successors, assigns and

employees, which have been reduced to final judgment; provided that prior to final judgment,

arising out of any breach of any representations or warranties of the defaulting party contained

in this agreement or any failure by defaulting party to perform any obligations on its part to be

performed hereunder the non-defaulting party has given the defaulting party prompt written

notice of all claims and the right to participate in the defense with counsel of its choice at its

sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable

relief for any breach or non-compliance with any provision of this agreement.

13. Miscellaneous
This Agreement constitutes the entire understanding of the parties and is intended as a final

expression of their agreement and cannot be altered, modified, amended or waived, in whole

or in part, except by written instrument (email being sufficient) signed by both parties hereto.

This license is non-transferable and is limited to the Beat specified above, and shall be binding

upon both the Licensor and the Licensee and their respective successors, assigns, and legal

representatives.

This License is governed by and shall be construed under the law of Malaysia, without

regard to the conflicts of laws principles thereof.