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    Play 8 Music Publishing Needle Drop Agreement

    PLAY 8 MUSIC PUBLISHING NEEDLEDROP AGREEMENT (Terms Of Service)

    This NEEDLEDROP AGREEMENT (“Agreement”) is made this day by and between Play 8 Music Publishing (“PLAY 8”), with its principal office at 109 Mercury Rd., Toronto, ON M9W3H7 and (“Company”), with its principal place of business at (“Address”)
    PLAY 8 is the owner or administrator of certain rights in and to musical compositions and sound recordings (“PLAY 8 Music”) that are organized into music libraries; and Company desires to review and synchronize certain PLAY 8 Music into productions actually produced and/or owned by Company or, if Company is a post production facility or ad agency, productions produced and/or owned by clients of Company (“Productions”) and to exploit completed Productions that incorporate PLAY 8 Music.

    1.The term of this Agreement during which Company has the right to synchronize PLAY 8 Music into Productions is one year, commencing with the approval of this Agreement by PLAY 8. The term shall automatically be extended for consecutive one-year periods unless terminated in writing by either PLAY 8 or Company at any time. All synchronization must physically occur in the United States or Canada.

    2. If Company has synchronized PLAY 8 Music into a Production(s), it shall immediately notify PLAY 8 and request a license. Upon receipt of such request, PLAY 8 shall grant a non-exclusive license to Company at PLAY 8’s then current rates. Company acknowledges that timely reporting is of the essence and that use of the Music without timely reporting could constitute an infringement of PLAY 8’s rights.

    3. The time period during which Company will have the right to exploit the Productions containing PLAY 8 Music will be defined in each license.

    4. The right and license to synchronize PLAY 8 Music into Production(s) and the right and license to exploit PLAY 8 Music in Production(s) are conditioned upon the accurate reporting of music uses to the appropriate performing rights societies (for productions that require performance licenses), and the timely payment by Company of its obligations under its licenses with PLAY 8.

    5. PLAY 8 currently makes its music available to clients in a variety of formats. Company acknowledges that under all circumstances, ownership in any PLAY 8 Music or PLAY 8 Metadata, and copies thereof, does not pass or vest in Company at any time. The use of the PLAY 8 Music is for Company’s use only. Company shall not, without PLAY 8\'s prior written consent, sell, lease, lend, give or otherwise transfer the PLAY 8 Music or online system passwords to any other persons or entities. The copying of the PLAY 8 Music from Hard Media or from PLAY 8’s online system other than for the rights granted herein is expressly prohibited.

    6. From time to time, minor portions of PLAY 8 Music may cease to be available from PLAY 8. Company agrees that this will not constitute a breach of this Agreement. At such time, PLAY 8 will notify Company’s Copyright Notice Contact that such music is no longer available. Upon receipt of such notification from PLAY 8, it is Company’s responsibility to remove all copies of said music from its possession whether physical or digital. Notwithstanding the above, any Production into with such PLAY 8 Music was synchronized prior to the date of receipt of notice by Company can continue to be exploited as per the terms and conditions of this Agreement or a subsequent license. If Company wishes to change the Copyright Notice Contact, it is Company’s responsibility to inform PLAY 8 in writing of such change.

    7. Representations, Warranties and Covenants of PLAY 8. PLAY 8 represents and warrants to Company that PLAY 8 has the full right, power and authority to enter into this Agreement and to grant the rights granted herein. Except as set forth in the immediately preceding sentence, PLAY 8 makes no representations or warranties of any kind with respect to the PLAY 8 Music.

    8. Company represents and warrants to PLAY 8 that it has the full right, power and authority to enter into this Agreement and to perform all obligations on its part to be performed hereunder.

    9. PLAY 8 agrees to indemnify Company, its parent company and its principals, officers, directors, agents, employees, representatives, successors and assign from any and all claims, liabilities, losses, damages and expenses (collectively, “Claims”), including, without limitation, reasonable attorney’s fees and expenses, arising from any Claim by any third party that any recorded selection(s) PLAY 8 Music provided to Company infringes any copyright, but only to the extent of the consideration paid by Company

    10. PLAY 8 agrees to indemnify Company, its parent company and its principals, officers, directors, agents, employees, representatives, successors and assign from any and all claims, liabilities, losses, damages and expenses (collectively, “Claims”), including, without limitation, reasonable attorney’s fees and expenses, arising from any Claim by any third party that any recorded selection(s) PLAY 8 Music provided to Company infringes any copyright, but only to the extent of the consideration paid by Company

    11. Company agrees to indemnify PLAY 8, its parent companies and its principals, officers, directors, agents, employees, representatives, successors and assign from any and all Claims, including, without limitation, reasonable attorney’s fees and expenses, that arises in connection with any use of the PLAY 8 Music by Company or its personnel that is not in accordance with this Agreement

    12. Upon expiration or termination of this Agreement, and unless Company has a separate agreement with PLAY 8, Company agrees to return to PLAY 8 all Hard Media supplied to Company by PLAY 8, to delete copies of any PLAY 8 Music in its possession from any storage devices owned or controlled by Company, and no longer access PLAY 8’s Online System. For any portable drives that are not returned to PLAY 8, Company shall pay to PLAY 8, PLAY 8’s then current rate for portable drives plus applicable sales tax. Additionally, for any physical PLAY 8 CDs that Company does not return to PLAY 8, company shall pay to PLAY 8 .50 per CD not returned. Purchase of the Hard Media under this paragraph does not confer any rights to Owner to be able to synchronize or license PLAY 8 Music, all of which are reserved to PLAY 8.

    13. This Agreement shall be governed by the laws of the Provence of Ontario (not including its conflict of interest laws) and Company hereby consents to exclusive jurisdiction and venue in the Federal and Provincial courts sitting in Toronto, Ontario. Company waives all defenses of lack of personal jurisdiction and forum non-convenience. In any action to enforce any right or remedy under this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees. The Parties hereby waive trial by JURY IN any action or proceeding of any kind or nature arising under or relating to this Agreement.

    14. Company may not assign or transfer control of this Agreement or any rights and/or obligations hereunder without PLAY 8’s prior written approval.

    15. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement shall not be modified except by a written agreement signed by each of the parties.

    The parties have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.


    Phill J Smith, Co-Founder, Play 8 Music Publishing


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