MUSIC AGREEMENT
This
Agreement is made as of July 16, 2009 between UOMO Media Inc.
(“ LLG ”) and Shawn
Fernandes p/k/a “Shawn Desman” (the
“ Artist ”) (the Artist and LLG are
collectively, the “ Licensor ”), a corporation
incorporated under the laws of the Province of Ontario whose
address is 161 Bay Street, 27 th Floor, Toronto, Ontario
M5J 2S1 - and - COLGATE PALMOLIVE CANADA (“ CP
”), a corporation incorporated under the laws of Ontario ,
whose address is 895 Don Mills Road, Two Morneau Sobeco Centre, 6
th Floor, Toronto, Ontario M3C 1W3;
For good and
valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties agree as follows:
1.
Licensor
hereby licenses to CP the irrevocable right to use one (1) original
musical composition written by and recorded by the Artist
entitled “Fresh” (such composition and master
recording thereof shall be collectively referred to herein as the
“ Music ”) for use solely in connection with the
GET FRESH! and Dance… promotion being launched by CP (the
“ Promotion ”). The Promotion will be operated
by CP in Canada and any contest in relation thereto shall be open
to the residents of Canada (excluding Quebec). Notwithstanding, the
Promotion (which may include the Music) shall be accessible over
the Internet and other digital forms throughout the
world.
2.
In full
consideration of the services rendered and rights granted herein,
and provided that Licensor is not in default hereunder, Licensor
will be paid an “all-in” fee of $20,000 (the ”
Fee ”) for use of the Music as contemplated herein
allocated as follows: (i) $15,000 for the use of the master
recording of the composition; and (ii) $5,000 for the right to
synchronize the composition with visual images. With the exception
of the Fee and except as otherwise provided herein, there shall be
no fees, residuals, royalties or other payments payable to Licensor
or any other party for such services or rights or in connection
with the use or other exploitation of the Music.
3.
The Licensor
hereby irrevocably grants to CP a non-exclusive license to use the
Music in connection with the Promotion (the “ License
”) for a period commencing on the date hereof until December
31, 2009 in connection with the Promotion. CP shall have the right
to extend such period for additional, unlimited periods of one year
(each, an “ Extended Period ”) upon payment to
Licensor of an additional fee of $1,000 for each Extended Period.
The License granted by Licensor to CP herein shall include the
following exclusive rights in
connection with the Promotion:
(a)
To reproduce
the Music, in whole or in part, and to offer such reproductions for
download, but only in respect of and to facilitate the Promotion
and only where the Music has been embodied in an audio-visual
segment.
(b)
To
synchronize the Music, in whole or in part, with visual images and
motion pictures in connection with
the Promotion .
(c)
To otherwise
exploit the Music, in whole or in part, in any manner and in any
media whatsoever in connection
with the Promotion , now known or hereafter
created subject to the approval of the Licensor and in
consideration of an additional fee to be negotiated in good faith
by the parties.
(d)
To offer for
download an edited version of the Music which shall be no more than
30 seconds in duration (the “ Edited Version
”).
(e)
To permit any
other party to exercise any of the rights granted to CP in this
Agreement.
4.
Notwithstanding anything contained in
this Agreement: (a) the rights set out in Section 3(b) above shall
be limited to videos featuring dancer entrants in the contest
comprising part of the Promotion in which dancers will perform to
the Edited Version and in the 'Dance-Off' performance related to
the Promotion (the “ Dancer Videos ”); (b) the
full duration of the Music (i.e. the entire song) shall be used
hereunder only in respect of the “live” performance
featuring the dancer entrants as part of the Promotion; and (c) the
License during any Extended Period shall be limited to the right to
exhibit Dancer Videos in accordance herewith as part of CP’s
next promotion to occur during the Extended Period.
5.
The parties
acknowledge and agree that, for a period of 5 years commencing on
the date hereof, the Music shall not be licensed by the Licensor to
any other party or used by the Licensor in any manner in respect of
any other personal care product promotions.
6.
The Licensor
shall deliver to CP no later than July 16th, 2009: (a) 2 versions
of the master recording of the composition on CD and in MP3 format
or as CP may otherwise require (one such version being the full
duration and the other version being the Edited Version); and (b)
such other documents as CP may reasonably require in connection
with the exploitation of the Music.
7.
Notwithstanding anything
contained herein, CP shall not be obligated to use the Music, it
being agreed that CP's obligations hereunder shall be satisfied by
payment to the Licensor of the Fee.
8.
Licensor
hereby represents and warrants that: (i) the Music is original and
Licensor owns all rights related thereto; (ii) Licensor has the
right to enter into and perform this Agreement (without the consent
of any other party); (iii) the terms of this Agreement will not
contravene any other agreement to which Licensor may be a party;
and (iv) Licensor is a member of SOCAN.
9.
Licensor
agrees to indemnify and hold CP and its shareholders, directors,
officers, agents, successors, assigns and licen
