RECORDING & VIDEO LICENCE AGREEMENT

This AGREEMENT is made on the ‘Date

BETWEEN:

parties

COMPOSITION OF THIS AGREEMENT

This Agreement consists of these terms together with the terms and the inducement letter (if any)
contained in the Schedules. The Schedules and their contents are incorporated into and form part of this
Agreement. In the event of conflict between these terms and the contents of the Schedules these terms
shall prevail.

1. DEFINITIONS

1.1 “Additional Recordings” means those audio and audio-visual recording which are not Recordings at
the Effective Date but which are subsequently expressly delivered to us by you during the Term for
distribution by us pursuant to this Agreement. Once delivered to us by you such recordings automatically
become Recordings for the purposes of this Agreement.

1.2 “Agreement” means these terms and the Schedules.

1.3 "Artist" means the artist or artists set out in Schedule Two.

1.4 “Effective Date” means

1.5 "Schedule" means a schedule to this Agreement.

1.6 “Product” means the Recordings and any Additional Recordings.

1.7 “Recordings” means the recordings set out in Schedule Two.

1.8 “Term” means a period commencing on the Effective Date and continuing until either party gives at
least thirty (30) days written notice to terminate always provided that such notice shall in the case of any
particular Recording not be effective before a date that is two years after our first commercial release of
that Recording (the “Initial Term”) also PROVIDED THAT if upon the date of expiry or intended
termination of the Initial Term your account hereunder is Unrecouped then the Term shall automatically
extend until the earlier of:

1.81 the next accounting date following Recoupment; or

1.8.2 the date upon which you reimburse to us all unrecovered Recharges and Fees; or

1.8.3 the date we decide in our sole discretion to terminate the Term.

Notwithstanding the foregoing contained in this clause 1.8 but subject always to Term extension
pursuant to clauses 1.8.1 through 1.8.3, in respect of those Additional Recordings (and associated
Promotional Material) commercially distributed under this Agreement (or delivered to us for the
purposes of such distribution) after the Effective Date the Term in respect of each Additional Recording
shall be for a minimum of two years after that Additional Recording is first commercially distributed
hereunder.

Where we commercially release a Recording more than once (for instance as a single and an album or EP
track) each release shall have its own Initial Term which shall be calculated on the bases set out as above
with the Effective Date for each such release being the date we make that release.

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 1.9 “Territory” means the world

The meanings of any capitalised terms not set out in this clause 1 are set out in the General Terms in
the Schedule.

2. APPOINTMENT AND GRANT OF RIGHTS

2.1 You hereby irrevocably grant to us and our Associates the following rights in respect of the
Recordings during the Term:

2.1.1 the right and licence to act as your exclusive distributor of Records in the Territory;

2.1.2 the non-exclusive royalty free right to use all Promotional Material and artwork throughout
the Territory;

2.1.3 the non-exclusive right to create and/or use, free of charge, excerpts from Recordings in
all media (now known or not) for the purpose of advertising or promotion of Recordings
throughout the Territory;

2.1.4 the non-exclusive right to copy, store, prepare, make available, deliver, digitise, modify,
edit, adapt, manage and otherwise use the Recordings and/or Materials in connection
with the rights granted to us hereunder;

2.1.5 the non-exclusive right in connection with the promotion of Recordings to use the name,
trade name, logo, trade mark, approved biography and approved likeness of all persons
(including without limitation artists) in all media (now known or not) throughout the
Territory;

2.1.6 The right to grant Procured Synch Licenses and Secondary Licenses (the level of
exclusivity of each of these rights being set out in clause 4.3 below);

2.1.7 the exclusive right to collect any and all monies arising from and in respect of the
exploitation of the rights granted under this Agreement;

2.1.8 to authorise others to provide any or all services and/or exercise any or all of the rights
granted to us under this Agreement; and

2.1.9 the exclusive right to license the Recordings for third party compilation, performance,
broadcast and communication rights in the Territory.

2.2 You warrant that licences in respect of any underlying musical compositions embodied in the
Recordings shall be made available at the agreed, standard or industry rate where such rates are
generally in effect and on a gratis basis in respect of promotional use.

3. FEES

3.1 We shall be entitled to retain the following percentages of Digital Income, Procured Synch Income and
Secondary Licensing Income (the “Distribution Fees”):

3.1.1 For Records distributed throughout the Territory, sums equal to twenty per cent (20%) of the
Digital Income;

3.1.2 For Procured Synch Licences thirty per cent (30%) of any gross monies (after deduction of any
third party agency fees and sales taxes) payable, during the Term, to us (or any Associate) in respect of
such Procured Synch Licences (the “Procured Synch Income”); and

3.1.3 For Secondary Licences fifty per cent (50%) of any gross monies (after deduction of any third
party agency fees and sales taxes) payable, during the Term, to us (or any Associate) in respect of such
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 Secondary Licences (the “Secondary Licensing Income”).

4. DITTO SERVICES

4.1 We shall provide to you sales and distribution services as detailed in Schedule One hereunder in
respect of Records throughout the Territory during the Term including via our agreement(s) with our
Physical Distribution Agent(s), along with such other Additional Services, Synch Services, Secondary
Licensing Services, and/or Manufacturing Services (as applicable).

4.2 We shall provide the following services to you in respect of the Recordings (the “Additional
Services”) during the Term if mutually agreed:

4.2.1 product management;

4.2.2 market and sales analysis on the Ditto web portal;

4.2.3 giving you reasonable notice of any opportunities for which an artist’s personal

appearance is requested (an artist shall have no obligation to undertake such

opportunities).

4.3 During the Term we shall act as your non-exclusive agent throughout the Territory for the granting
of synchronisation licenses including licenses with a license period exceeding the Term and/or
territory exceeding the Territory in respect of the Recordings (collectively, the “Procured Sync
Licenses”) and enter all such Procured Sync Licenses as appropriate as approved by you
(collectively, the “Synch Services”).

4.4 During the Term we shall act as your exclusive agent throughout the Territory for the granting of third
party licensing opportunities including without limitation multi-artist compilation album licences, sample
licences and premium licences (including licences with a licencse period exceeding the Term and/or
territory exceeding the Territory) together with the right to collect the “label share” of all public
performance and/or applicable neighbouring rights income in respect of the Recordings (collectively, the
“Secondary Licences”) and shall negotiate (where such rights are not subject to a so-called “blanket
licence”) all such Secondary Licences as appropriate and present to you for signature where relevant
(collectively, the “Secondary Licensing Services”).

4.5 You shall have a right of approval in respect of all Procured Synch Licences and Secondary
Licences (save where the same are subject to a collective bargaining agreement or blanket licence).

4.6 You confirm that we have made no warranties as to the number of Procured Synch Licences and/or
Secondary Licences to be concluded or the monies to be earned as a result of the Synch Services or
Secondary Licensing Services.

5. ACCOUNTING

5.1 Within thirty (30) days of the end of each calendar month of the Term we shall send you statements in
respect of the Recordings setting out all information reasonably relevant to the calculation of the Net
Amount EXCEPT where your account is in a Recouped position we shall account within thirty (30) days of
the end of each March, June, September and December in lieu of each calendar month. If the Net Amount
for a given period is a positive amount (taking into account all Fees and Recharges applied to your
account) then we shall pay to you the amount invoiced by you up to the full sum of any positive Net Amount
at the same time as your statement is rendered. We shall be entitled to carry forward any payment of less
than one hundred and fifty pounds (£150) until the later of the next accounting date or the date the
monies due to you exceed one hundred and fifty pounds (£150).

5.2 Each month we may retain from any sum otherwise payable to you a reasonable reserve against future
Recharges and/or any other reasonably anticipated future costs in respect of the Products acting always in

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 good faith in respect to the level of such reserve.

5.3 We shall keep books of account relating to the distribution of Records hereunder. You may at your
cost appoint a chartered accountant who may inspect such books no less than twenty eight (28) days
after giving us written notice. You may not inspect our books more than once in any twelve (12) month
period during the Term or within one (1) year thereafter. If such audit reveals any agreed deficiency, we
shall promptly credit the same to your account. If we have under-accounted to you in excess of the
greater of i) ten per cent (10%); or ii) five thousand pounds (£5,000) during the period covered by the
audit we shall also pay the reasonable costs of such audit, such costs not to exceed five thousand
pounds (£5,000).

5.4 Notwithstanding the foregoing, each statement rendered to you hereunder shall be deemed an
account stated and binding on you unless challenged by notice in writing within two (2) years of the date
thereof and you may only audit any given statement once. Each Recharge shall be deemed agreed by
you unless challenged in writing within three (3) months of the date thereof.

6. HOLDBACK

6.1 You hereby agree not to release any audio recordings embodying the Artist’s performances with
any third party following the commercial release of the Recordings hereunder for the following periods
of time:

two (2) months where the Recordings are released hereunder as a single;
four (4) months where the Recordings are released hereunder as an EP;
nine (9) months where the Recordings are released hereunder as an album.

SCHEDULE ONE

SALES AND DISTRIBUTION SERVICES

1. OUR OBLIGATIONS

1.1 During the Term we shall:

1.1.1 provide a sales and distribution service for Records throughout the Territory for the
Digital Distribution to all major Digital Service Providers; and

1.1.2 throughout the Territory, provide the Additional Services (if any).
1.2 We shall not be obliged to distribute any Records to customers with whom we do not have an
account or who are in breach of our terms and conditions of sale or where our credit insurance
has been withdrawn or where such distribution would exceed the account’s credit limit.

2. YOUR OBLIGATIONS

2.1 You shall be responsible for undertaking all marketing, advertising and promotion of Records
unless otherwise agreed and you shall use your best endeavours to promote Records
throughout the Territory at your cost. You shall, at your cost, deliver to us sufficient Promotional
Material and information as we advise you within a timeframe that meets our deadlines as
reasonably requested by us and we may charge for the distribution of Promotional Material at
such rates as notified to you. Any actual costs, including without limitation mail-out costs, costs
of posters, courier costs, etc, for promotion and marketing shall be at your cost and shall, at our
election, be debited to your account as a Recharge or borne by you as a direct debt.

2.2 You shall be responsible for the accounting of all mechanical royalties relating to any Digital
Distribution of Records hereunder where such liability is not discharged by the Digital Service

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 Providers.

2.3 You shall supply to us (or our nominee) Records and Materials requested by us (including
without limitation metadata for Records) in accordance with our asset delivery guidelines no
later than the deadlines as advised by us from time to time. We may treat as a Digital Recharge
any additional costs we incur as a result of your failure to fulfil your obligation in this paragraph.
You acknowledge that we may be unable to meet agreed release dates if materials and/or
information requested by us are not delivered in the manner specified by us by the deadlines
specified by us.

SCHEDULE TWO – THE RECORDINGS & ARTISTS

Artist(s) Recording(s)

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 SCHEDULE THREE - GENERAL TERMS

1.1 Unless the context requires otherwise the “Fees” means, collectively, the Distribution Fees and
following words or phrases shall have the following the Manufacturing Fees as relevant;
meaning in this Agreement:
"Intellectual Property" means the same as in the
“Associate” means any parent, affiliate, subsidiary Copyright, Designs and Patents Act 1988;
corporation or any entity which directly or indirectly
controls, is controlled by or is under direct or indirect “Materials” means all Recordings, Records,
common control by a party to this Agreement from artwork, Promotional Material, names, trade marks,
time to time (where “control” and/or “controlled” logos, likenesses, biographical materials and other
means a person possesses directly or indirectly the material delivered to us (or required to be delivered to
power to direct or cause the direction of the us) including but not limited to any relevant product
management and policies of another person whether information and/or metadata;
through the ownership of voting shares, by contract or
otherwise); “Mobile Products” means Recordings distributed to
a consumer’s personal portable device other than a
“Digital Distribution” means communication to the personal computer, including but not limited to
public by electronic transmission via any technology master-tones, master ring-back tones, video
and to any platform now known or hereafter devised ring-tones, video ring-back tones and similar
including without limitation by way of Digital products;
Download and Digital Transmission via the internet
and/or mobile devices (streaming either on-demand “Net Amount” means the Digital Income less all
or as part of an internet radio or video service) but Fees and all Recharges;
expressly excluding broadcasting and webcasting
(i.e. the simultaneous and concurrent transmission of
“Promotional Material” means all publicity,
a live performance);
advertising and promotional material relating to
Records and/or Recordings and/or the Artist and/or
“Digital Download” means identifiable electronic the artist(s) or other person(s) whose performances
delivery of a Recording from a server to a recipient are embodied in Records and/or Recordings or have
which results in a reproduction of that Recording provided services in relation to them together with
being made on the recipient’s device; any other relevant marketing or promotion
information as reasonably requested;
“Digital Income” means throughout the Territory and
during the Term the amount actually received by us “Recharges” means any monies loaned or advanced
in the UK or accrued to us in respect of the Digital to you by us and/or any other costs or expenses
Distribution of Records less VAT and other sales incurred on your behalf by us including without
taxes; limitation an Advance, a Marketing Fund, Digital
Recharges, advertising costs, promotion costs and
“Digital Recharges” means any costs or expenses expenses including television and radio advertising
incurred by us (including direct third party costs) or costs, poster, press advertising, dealer mailing, point
on our behalf in connection with Records and/or of sale materials and marketing tools and the costs of
Digital Distribution including without limitation the engaging independent consultants including without
costs of digitising, ripping, formatting, encoding limitation in connection with press and promotion,
and/or producing your Recordings, courier costs and printing costs, retail marketing costs, special call off,
agreed digital marketing costs. bad debts, and courier charges and any additional
third party costs incurred by us on your behalf and/or
“Digital Service Providers” means any online any monies owed to any associated and/or affiliated
distributor of media (including without limitation any company of us by you or your Associates and any
online music stores, content aggregators, mobile other sums which we are entitled to charge to you or
service providers and other digital music services); debit to your account;

“Digital Transmission” means an electronic “Records” means any digital media embodying
transmission of a Recording from a server to a Recordings in any format or configuration now known
recipient (including without limitation on the internet or hereafter devised including without limitation any
and/or by way of mobile devices) which does not audio or visual or audio visual digital and/or Mobile
result in a reproduction of that Recording being made Products (including without limitation real tones or
on the recipient’s device; ring back tones or otherwise) derived from
Recordings;

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 “Recouped” means all Recharges and Fees have are appointed and agree to pay the same on your
been recovered by us from sums otherwise due to behalf);
you under this Agreement.
2.1.8 all VAT, importation tax and any other
“UK” means the United Kingdom of Great Britain and requirements of whatever nature of HMRC (or other
Northern Ireland. relevant tax authority), MCPS, BPI and/or any other
relevant body shall be observed and performed by
“Unrecouped” means your account hereunder you or on your behalf, and all import fees and
shows a deficit so that all Recharges and Fees have charges and levies and/or other taxes shall be your
not been recovered by us from sums otherwise due sole responsibility;
to you under this Agreement.
2.1.9 there are no circumstances existing that you
“VAT” means value added or any other similar tax; and/or any Associate are aware of that may at any
time prevent our recovery of any Advance (if
“Ditto Affiliates” means any company whose applicable) and/or Marketing Fund (if applicable) and
ultimate parent company is Ditto Limited. you and all Associates have provided us with, and
shall continue to provide to us on an on-going basis,
all available information that could reasonably
2.1 You hereby irrevocably warrant and represent
prevent such recovery; and
and undertake that:
2.1.10 you shall not, and shall procure that your
2.1.1 you have, and shall continue to have during the
distributors or other third parties authorised by you
Term, the unencumbered right to enter into and
shall not, exploit any Record outside of the Territory
perform fully your obligations under this Agreement
until the date on which we shall (acting in good faith
and you are the exclusive legal and beneficial owner
at all times) commercially release the relevant
of all the rights necessary to grant to us the rights
Record hereunder in the Territory and in connection
granted hereunder;
therewith you and we shall liaise fully with a view to
co-ordinating the simultaneous release of the same
2.1.2 you have not entered into and shall not enter in the Territory and outside of the Territory.
into any arrangement or do any act which might in
any way inhibit, restrict or impair the free exercise of
2.2 You hereby acknowledge, confirm and agree
the rights granted to us hereunder;
that:
2.1.3 by distributing Records and/or otherwise
2.2.1 we may describe and credit ourselves as your
exercising our rights hereunder we shall not
“Authorised Distributor” or “Authorised
contravene any law or regulation nor infringe the
Distributor/Manufacturer” (as applicable) and attach
copyright, trademark or other right of any third party;
to Product the credit "Exclusively licensed by Ditto
Music" and include written acknowledgment of such
2.1.4 you have obtained all consents and waivers descriptions and credits on packaging and Materials;
(including consents and waivers of moral rights)
necessary for the exploitation of all Materials
2.2.2 as a result of the nature of the internet and
delivered to us or otherwise approved by you for use
telecommunications systems content including
by us hereunder;
Recordings may be accessed outside the Territory (if
applicable) and we shall have no liability in respect of
2.1.5 you shall make or procure the making of any the same but we shall account for any monies
and all payments due to artists, producers, actually received by us in accordance with the terms
musicians, performers, writers, publishers and of this Agreement as if the relevant exploitation had
applicable unions, guilds, collectives, other groups occurred in the Territory;
and all other third parties who have provided services
in relation to and/or whose work or performances are
2.2.3 the sale of Records is speculative and we have
embodied on Materials submitted by you;
no responsibility for the level of sales and/or Returns;
and
2.1.6 Materials shall contain complete and accurate
copyright notices and shall comply with all credit and
2.2.4 if you comprise more than one persons each of
other obligations owed by you;
you shall be deemed to be contracting both jointly
and severally in this Agreement.
2.1.7 Materials shall be free of all claims and
encumbrances and we shall be under no obligation
3 Without prejudice to any other rights and
to pay any third parties any royalties, fees, levies
remedies under this Agreement you warrant that if
and/or payments in respect of our exploitation of the
you breach this Agreement you shall upon written
Materials (other than mechanical royalties where we
notice from us immediately repay to us any then
unrecouped balance of Recharges.

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 4 You hereby indemnify and hold us harmless you to us against any other amount due to you under
from and against any and all actions, losses, this Agreement.
demands, claims, awards, damages, costs and
expenses suffered or incurred as a consequence of 9 We agree that we shall not acquire any
any breach or alleged breach by you or any rights by virtue of this Agreement in any logo mark or
Associate of any warranty, representation, label used by you except we may reproduce sleeves,
agreement, undertaking or obligation under this marketing and biographical information, and photos
Agreement. Without limiting the foregoing, we may from the packaging of the Records or other Materials
withhold payment of any monies otherwise payable and excerpts of the Recordings on our website and
to you in an amount in our reasonable opinion the websites of third parties and we may otherwise
sufficient to cover our potential liability under this use your logos marks and labels for the purposes of
indemnity. advertising and promoting the sale of Records or
exploiting rights granted by you to us hereunder.
5 If we have reasonable grounds for believing
that the distribution by us of any Record or other 10 Neither party shall be deemed in breach of
Materials associated with the Records would this Agreement unless notified by the party alleging
constitute or give rise to a breach by you of any of breach in writing and unless the party alleged to be in
your warranties undertakings or obligations in this breach shall thereafter fail to remedy such breach (if
Agreement, or we in our sole discretion believe such capable of remedy) within thirty (30) days after
distribution may be in violation of any statute or receipt of notice to do so.
regulation or may subject us to civil or criminal
liability or infringe any third party’s rights then, 11 Either party may (without prejudice to any
without prejudice to any other rights which we may other rights or remedies it may have) terminate the
have under this Agreement, we may at any time and Term immediately by written notice if the other party:
without prior notice to you suspend the Term of this
Agreement and/or withhold or withdraw such Record
11.1 commits a material breach of its obligations
from distribution. We shall be entitled in our absolute
hereunder subject to the notice and cure period set
discretion throughout the Term to refuse to
out in clause 10 above; or
manufacture and/or (as applicable) distribute
Records in such quantities and formats which we
believe in good faith would be unprofitable or 11.2 makes an assignment for the benefit of
otherwise unreasonable. creditors or makes any composition or arrangement
with creditors or if any action or proceeding under any
bankruptcy or insolvency law is taken against such
6 We shall not be liable to you for any loss,
party and not dismissed or if such party is wound up
damage, delay or failure of performance resulting
whether compulsorily or voluntarily (save for the
directly or indirectly from any cause which is beyond
purpose of reorganisation or reconstruction or
our reasonable control (“Force Majeure”). Force
amalgamation) or suffers an execution to be levied
Majeure includes without limitation accident, acts of
against its goods or property or has a receiver,
God or of the public enemy, acts or failure to act of
provisional liquidator manager or administrative
any governmental or public authority of any kind, war
receiver appointed and such appointment is not
or warlike operations, civil war or commotion,
discharged within one hundred and eighty (180)
mobilisations or military call-up and acts of a similar
days after the making thereof.
nature, revolution, rebellions, fires, floods, loss of
power, quarantine restrictions, epidemics, freight
embargoes, shortage of raw materials or unworkable 12 Termination or expiry of this Agreement
weather conditions, and the Term shall be extended shall not affect any rights, remedies, obligations or
by a period equal to that during which the Force liabilities of the parties that have accrued up to the
Majeure event or events exists together with such date of termination or expiry, including the right to
supplemental period as required by us to resume the claim damages in respect of any breach of the
distribution of Records provided that our obligation to Agreement which existed at or before the date of
account to you shall continue unless such Force termination or expiry.
Majeure event affects our ability to account.
13 We shall have the right to assign, transfer,
7 All sums expressed in this Agreement to be mortgage, charge or otherwise deal with any or all of
paid by one party to the other shall be exclusive of our rights or obligations under this Agreement in our
any VAT or similar or replacement tax which (if absolute discretion.
applicable) shall be added to such sums and be
recoverable in addition to them subject to the receipt 14 Wherever in this Agreement your approval
of a VAT invoice. or consent is required then such approval or consent
shall not be unreasonably withheld or delayed, shall
8 Without prejudice to our other rights and not be used by you as leverage to renegotiate the
remedies hereunder, we may set off any liability of terms of this Agreement (or any other agreement
between you and us) and shall be deemed given if

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 not objected to in writing within five (5) business days
of our request (request by email to suffice).

15 Any notices to be served hereunder shall be

served by registered or recorded delivery post and
such notices shall be deemed served within forty
eight (48) hours after posting. All such notices shall
be sent or delivered to the address of the party to be
served as above written or to such other address of
which written notice has previously been given, and
in our case shall be marked for the attention of the
Managing Director, Ditto Limited.

16 This Agreement constitutes the entire

agreement between the parties in relation to its
subject matter and supersedes any previous
arrangement, understanding, negotiations or
agreement whether written or oral pertaining to the
subject matter hereof. This Agreement may only be
varied by the parties expressly agreeing to any
variation in writing.

17 The parties shall treat all information provided

to them by any party under this Agreement (and the
terms of this Agreement) as confidential information
save to the extent the same enters the public domain
other than as a result of a breach of this clause 17.
The recipient shall not reveal any confidential
information to any third party (other than to its legal,
professional and/or other advisors or as may
otherwise be required by law).

18 A person who is not a party to this Agreement

shall have no rights under the Contracts (Rights of
Third Parties) Act 1999 or otherwise to enforce any
terms hereof.

19 Nothing herein shall constitute a partnership

or joint venture between the parties. Any waiver of
any breach hereof shall not be deemed to be a
continuing waiver or a waiver of any other breach or
default. If any provision hereof is adjudged by a
competent court to be unlawful, void or
unenforceable the same shall be severed from this
Agreement and rendered ineffective so far as is
possible without modifying the remaining provisions
of this Agreement and shall in no way affect any other
circumstances or the validity or enforceability of this
Agreement.

20 All references in this Agreement to the singular

shall be deemed to include the plural and all
references to the masculine shall be deemed to
include the feminine and neutered genders and a
body corporate and vice versa.

21 This Agreement shall be construed and

governed in accordance with the laws of England
and Wales and the English courts shall have
exclusive jurisdiction over it.

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 SCHEDULE FOUR - YOUR CONTACT DETAILS

Name:

Address:

Company Registration
Number:

VAT Number:

Telephone Number:

Fax Number:

Mobile Telephone Number:

E-mail Address:

Bank Name / Address:

Account Name:

Account Number:

Sort Code:

Authorised Signatory:

Please indicate your agreement to the foregoing terms and the contents of the Schedule(s)
attached hereto by signing below and returning to us.

EXECUTED by the parties

Signed by for and on behalf of Ditto Limited……………………………………………………

CO CEO

Signed for and on behalf of the Licensor ………………………………………………………

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