Digital
Music Distribution Agreement
1. Nature of Agreement. This
Digital Music Distribution Agreement ("Agreement") and the
attached Exhibit is entered into between David Hersk d.b.a. Hersk
& Associates, with an address at 18 Western Terrace,
Minneapolis, MN, 55426 USA Tel: 763 300 3718 Fax: 763 544 6336
"Customer" and Sound Revolution Recordings Inc. ("Sound
Revolution"), a corporation with offices at located at 3955
Graveley Street, Suite 507, Burnaby, British Columbia, Canada, V6C
3T4 and describes the terms and conditions to which Sound
Revolution shall perform digital music distribution services
for Customer.
2. Reporting and Payments. In the
event that more than $100 is owed to Customer by Sound Revolution
for a calendar quarter, within thirty days of the end of the
calendar quarter, Sound Revolution shall provide Customer with a
written statement detailing the songs distributed and remit
Customer's portion of the proceeds collected from the sales of
Customer's music, net of Sound Revolution's distribution fees which
include third party costs described in paragraph 7
below.
3. Licensed Sound Recordings. The
music licensed under this agreement is all of the songs described
in Exhibit "A" attached (the "Song Recordings").
4. Customer's Obligations.
Customer shall deliver, at Sound Revolution’s cost, the
following: 2 complete sets of DVD Masters of the Song Recordings in
MP3 format ripped and genre labeled at 160 and 2 complete sets of
audition masters of the Song Recordings in MP3 format ripped at 64
to Sound Revolution within 7 days of execution of this
Agreement.
Customer represents and warrants
on a continuing basis:
(a) that it owns or has secured all necessary rights to reproduce,
distribute, transmit, sell, or otherwise exploit the Sound
Recordings and the materials provided by Customer hereunder; (b)
that it owns or has secured all rights necessary to allow Sound
Revolution to perform the services hereunder (c) that it will
comply with any obligations it may have under third party
performance rights and distribution agreements; and that the Sound
Recordings, music, and other audio content and materials provided
by Customer hereunder do not violate or infringe any right of
privacy or publicity, or contain any libelous, defamatory, obscene
or unlawful material, or otherwise violate or infringe any other
right of any person or entity (d) that the DVD containing Sound
Recordings are of good quality. If, after receiving the first set
of Sound Recordings, Sound Revolution determines that the Sound
Recordings are not of sufficiently high quality to use in its
website www.charitytunes.com
, Sound Revolution has the option of not making the second payment
installment. Customer must notify Sound Revolution in writing of
any restrictions that may apply to the distribution, sales or
promotions of Customer's encoded music, sound recordings, and other
audio content, including any geographical restrictions. Customer
shall also ensure that copyright information and other metadata
included in Customer's encoded music, sound recordings, and other
audio content and materials is accurate. Sound Revolution reserves
the right to report mechanical and performance rights information
to agencies that the Customer is under contract with, or to any
person, firm, corporation or other entity with which Sound
Revolution has a contract relating to such reports. Such right
however, does not relieve any existing contractual reporting or
financial obligations the Customer may directly have with such
rights agencies or other third parties. Sound Revolution reserves
the right to suspend or terminate services immediately if Sound
Revolution has reasonable grounds to believe that Customer is
utilizing services illegally or is in violation of any agreement
with Sound Revolution.
Initials: ___ SR ___ DH
SR Digital Music Distribution
Agreement Jan 11, 2005
Page 2
5. Digital Distribution. In
connection with Sound Revolution's exercise of its rights and
obligations hereunder, Customer grants Sound Revolution the
non-exclusive rights, within the territory of the world, to: (a)
perform the Sound Recordings publicly by means of digital audio
transmission; (b) distribute the Sound Recordings and other
materials provided by Customer; and (c) otherwise make such items
available as specified herein. The foregoing license shall include
but shall not be limited to, the right to provide and transmit such
music and other content through web sites, in-store kiosks,
portable music players, mobile phones, personal digital assistants,
wireless applications and other Internet enabled devices. Customer
shall retain the selection and termination rights set forth above.
Any retailer to whom Sound Revolution makes Customer's content
available shall have the right to include or exclude such content
from such retailer's inventory, and retailers shall have the right
to market, advertise, promote and establish retail prices and any
discounts for Customer's encoded music and audio
content.
6. Compilation CD sales. Customer
also grants Sound Revolution the right to distribute CDs composed
of the Sound Recordings, in a CD containing a selection of songs
predetermined by Sound Revolution or as a customized compilation,
or as a compilation of songs chosen by Sound Revolution. Customer
grants Sound Revolution all synchronization rights and other rights
necessary for Sound Revolution to make available for sale, produce
and distribute CDs with a selection of songs predetermined by
Customer, customized compilation CDs, and other compilation CDs
containing the Sound Recordings. Customer grants Sound Revolution
the rights to synchronize the Sound Recordings with any other
materials in any combination in order to promote the sale of the
Sound Recordings.
7. Distribution Fees. Sound
Revolution shall choose the price to download the Sound Recordings.
For digital distribution, Sound Revolution shall deduct the
following: (a) transaction processing fees, such as credit card
transaction fees and other electronic commerce processing, patent
royalties or other fees, payable to or retained by unaffiliated
third parties in connection with
