This Agreement is made and entered as of July 29, 2010 by and between CuePop of 23480 Park Sorrento, Suite 119A, Calabasas, CA 91302 (hereinafter referred to as "CuePop") on the one hand and ________________ of ___________________________________________ (hereinafter referred to as "Licensor") on the other hand.

This Agreement is made with reference to the following facts:

A. WHEREAS, Licensor is the author and owner of the worldwide copyright and other rights in and to certain musical compositions ("Compositions") and sound recordings ("Masters") embodying the performance of certain artists.

B. WHEREAS, CuePop wishes to acquire from Licensor and Licensor wishes to grant to CuePop the non-exclusive right for the Term hereof to grant third parties ("Sub-Licensees") non-exclusive licenses ("Sub-Licenses") to synchronize the Compositions and Masters with visual images such as (without limitation), motion pictures, videos and television shows.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Licensor hereby grants to CuePop for the Term hereof, the non-exclusive right to grant Sub-Licenses to Sub-licensees of the Compositions and Masters.
2. The term hereof ("Term") shall commence as of the date hereof and shall terminate upon either party receiving written notice thereof from the other in accordance with Paragraph 11. hereof. However, notwithstanding the foregoing, any Sub-Licenses already entered into or issued by CuePop to Sub-licensees prior to the date of receipt of notice of termination of the Term hereof shall survive the Term hereof and remain in full force and effect for the duration set forth therein.
3. In addition, Licensor hereby further grants to CuePop and CuePop agrees that it shall change the title of the Compositions and Masters so as to distinguish said Compositions and/or Masters as being governed by and/or subject to the terms hereof. Without limiting the generality of the foregoing, the parties acknowledge that the purpose of the aforesaid re-titling of the Compositions and Masters is to distinguish the source of income to various performing rights societies in order that CuePop will have the sole right to issue licenses and collect one hundred percent (100%) of the publisher’s share of performing rights income derived solely from the use of the Compositions and Masters resulting from CuePop’s Sub-Licenses pursuant hereto. Further without limiting any other right granted by Licensor or CuePop herein or pursuant to any resultant Synchronization and/or Master Sync Licenses hereto, Licensor hereby grants to CuePop for the Term hereof, the right to materially or fundamentally alter the Compositions and/or Masters, to combine any of said Compositions and/or Masters with other Compositions and/or Masters so as to create derivative works based thereon and, in connection with the creation of said derivative works by CuePop pursuant hereto, Licensor agrees that CuePop shall have the right to determine, using its reasonable good faith judgment, the respective shares of ownership and/or writer credits to be ascribed to any said derivative works. In connection with the foregoing and generally in connection with the grant of rights hereunder, Licensor hereby waives for the Term hereof any so called "moral rights" or rights of authors in respect to the Compositions and/or Masters.
4. At CuePop’s request, Licensor hereby agrees to promptly execute and deliver to CuePop a Letter of Inducement and/or Certificate of Authorship. Should, after CuePop’s request therefore, Licensor fail to execute said Letter of Inducement and/or Certificate of Authorship, or any other document reasonably designed to effectuate the terms hereof, promptly after CuePop’s request for same, Licensor hereby irrevocably appoints CuePop as its attorney in fact giving CuePop power of attorney to execute and sign any of said instruments or other documents on Licensor’s behalf and Licensor’s stead, including but not limited to said Letter of Inducement and/or Certificate of Authorship or any other document reasonably necessary to effectuate the terms of this agreement.

   This foregoing power of attorney hereby granted by Licensor is a power coupled with an interest.

5. Licensor hereby warrants to CuePop and CuePop’s Sub-Licensees and assigns as follows:
   1. Licensor is free and able to enter into and fully perform this agreement and to grant all rights granted hereunder;
   2. That all of the Compositions and Masters referred to herein are original works by Licensor and shall not infringe on any copyright or any other right (whether the statutory common law or contractual) held or owned by any other person or entity, or be subject to any claims by third parties or require CuePop or CuePop’s Sub-Licensees to make any additional payment for the use or exploitation thereof;
   3. That Licensor is a composer affiliated with a respective performance royalty organization and shall look solely to Licensor’s writer’s share of performing rights royalties as Licensor’s full and complete compensation for the exploitation of the Compositions and/or Masters resulting from Sub-Licenses issued to Cue Pop’s Sub-Licensees pursuant hereto.
6. Licensor waives all injunctive and other equitable remedies and in no event shall have the right to terminate or rescind any Sub-License issued to Sub-Licensees pursuant hereto.
7. Licensor hereby agrees to indemnify CuePop, its Sub-Licensees, successors and assigns, and hold CuePop and CuePop’s Sub-Licensees, successors and assigns harmless from and against any and all damages, claims or liabilities resulting from or arising out of the breach by Licensor of any of Licensor’s warranties, representations or agreements contained herein, including but not limited to the attorneys fees and court costs incurred in defending any of same.
8. Should any part or provision of this Agreement, for any reason, be declared invalid, void or unenforceable, the remaining portions and provisions shall continue in full force and effect.
9. Failure of any party hereto, in any one or more instances, to enforce any of the rights arising in favor of said party in connection with this Agreement, or to insist upon the strict performance of this Agreement's terms, conditions or covenants, shall not be construed as a waiver or a relinquishment of any such rights for future breach or enforcement thereof.
10. Except as set forth hereinabove, this Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, representatives, successors and assigns.
11. All notices required by this Agreement shall be in writing and shall be served personally or mailed by certified mail, return receipt requested, to the address of the parties hereinafter specified, or to such other addresses the parties may indicate in the future by written notice in accordance herewith. A copy of all notices to CuePop shall be sent to Steven R. Lowy, Esq., Isaacman, Kaufman & Painter, 8484 Wilshire Blvd , Suite 850, Beverly Hills, California 90211.
12. The Recitals as set forth above in paragraphs A through B shall be deemed to be a part of this Agreement and shall be incorporated as warranties and representations by each party to the other, as appropriate
13. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be amended or modified except in writing.
14. This Agreement shall be construed in accordance with Laws of California pertaining to agreements entered into and wholly performed within said State.
15. If any dispute arises regarding the enforcement or interpretation of terms of this Agreement, then the parties hereto agree to binding arbitration of said dispute under the terms of this Agreement, pursuant to the then existing rules of the American Arbitration Association. The ruling of the arbitrator in any said arbitration shall be binding on the parties hereto and enforceable by the prevailing party as if same were a judgement entered in a court of competent jurisdiction.
16. This Agreement is not intended to create a partnership, joint venture or employer/employee relationship between any of the parties hereto.
17. This Agreement may be signed in counterparts which, when considered together, shall be regarded as one completely signed document.
18. The parties hereto agree to execute any writings, instruments or applications necessary to carry out the intent of this Agreement.
19. Except as otherwise provided in this contract all rights and remedies herein or otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy.
20. In the event any action, suit, proceeding or arbitration arising from or based upon this contract is brought by either party hereto to enforce or interpret the terms hereof the Judge, Magistrate or Arbitrator adjudicating said dispute may, in its discretion, award the prevailing party, in addition to any other relief granted, its reasonable attorneys' fees in connection with the prosecution of said action, suit, proceeding or arbitration in addition to the cost of such action, suit, proceeding or arbitration.
21. As used herein, the masculine, feminine, or neuter gender, and the singular or plural number shall each be deemed to include the others whenever the context so indicates.
22. Each party warrants to the other that it is free to enter into this Agreement and not subject to any conflicting obligation or disability which will or might prevent or interfere with the execution or performance of this Agreement by said party.
23. This Agreement shall be construed without regard to the identity of the person who drafted the various provisions hereof. Each and every provision of this Agreement shall be construed as though the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

    IN WITNESS WHEREOF, the parties hereto indicating their agreement to the terms set forth above hereby sign this Agreement as of the date first set forth above.

    "CuePop"

    By:______________________________

    Its:

     

    "LICENSOR"

    By:______________________________