Digital Download & Streaming Agreement

Agreement Number Date

We set out below the terms upon which you (the undersigned) authorise us on an exclusive basis during the Term and in the Territory to and authorise others to distribute and/or make available (by resale, subscription, revenue share, or other financial model) by digital on line means or via digital telephony via third party online or telephony sites (Sites) (including but not limited to iTunes) download and/or streamed reproductions (with or without accompanying artwork) of the audio and audio visual recordings set out in the First Schedule together with those audio and audio visual recordings which you own and/or control from time to time during the Term (eMasters) together with information (Metadata) relating to such eMasters. 1. The Term shall start on the date hereof and shall continue until thirty (30) days following written notice of termination from either us or you. eMasters are distributed and made available to customers of the Sites on the Sites standard terms from time to time and will be subject to the terms which apply between us and the Sites (which will be on arms length commercial terms). You acknowledge that such terms may not expressly restrict customers to limited number of reproductions or burns. You further acknowledge that not all Sites that we provide eMasters to use security encoding. The Territory shall mean the World excluding (if any) those territories specified on the eMaster submission form via your AWAL log in account in respect of each eMaster You shall upload eMasters, Metadata (including artwork) and (to the extent available) photographs and promotional materials for use in promoting the eMasters and any other materials via your AWAL login account on the AWAL Platform. If you wish to provide recordings in any other formats other than by means of the on-line uploader via your AWAL login account by CD or otherwise this will be subject to mutual agreement and we may apply an additional charge. The details in the Metadata will include the authors and composers of the musical compositions and performers embodied on the eMasters and details of music publishers (if any). You will provide to us artwork and (to the extent available) photographs and promotional material for use in promoting the eMasters. You authorise us to obtain for and assign to the eMasters ISRC and EAN/UPC-A codes. We shall be responsible at our cost for encoding eMasters into appropriate formats for electronic or other delivery to third party Sites. We reserve the right not to include or submit any eMaster Metadata or any other materials to any Sites that we reasonably believe may for technical reasons not meet the required specs or for legal reasons be unlawful or give rise to potential third party claims. In addition we reserve the subsequent right to withdraw (permanently or temporarily) eMasters Metadata or any other materials from any Sites which we reasonably believe are subject to or may give rise to third party claims. Under no circumstances shall we be held liable or responsible in respect of any eMaster Metadata or any other materials submitted by you and which we have included or submitted to any Sites whether we have acted or not upon such reserved rights. We will be entitled to use and authorise the use of artwork and streamed clips (for such duration as is customarily required by the Sites) together with the name likeness and biography of artists producers etc for the purpose of review and compiling news information discographies profiles and similar ancillary promotional purposes required by Sites. We will take a fee of fifteen per cent (15%) (plus VAT) of sums received by us from the distribution and/or making available of the download and/or streamed reproductions of the eMasters and will pay the balance of monies to you within forty five (45) days of the end of the calendar month during which the relevant monies are received accompanied by a statement showing the source of payment and the calculation of sums due. We will not be required to make payment to you for any accounting period where the balance is less than twenty pounds (20) (amounts may vary for different currencies) but such unpaid balance will be carried forward. You will be entitled to audit our books and records of account to verify sums due to you but audit will be limited to once per year and only within three years of the date the statement was rendered. Save where the company or website authorised by us agrees to be responsible for mechanical licences royalties and other publishing payments you shall be responsible for such licences and payments. We will advise you when accounting to you whether the relevant third party has agreed to be responsible for such licences and payments. You warrant that musical compositions will be available on standard terms. You will be responsible for all payments to performers, producers and like persons. You warrant that you have the right to enter into this Agreement and to grant the rights to the eMasters Metadata artwork and other materials supplied by you which you warrant do not and will not infringe the rights of any third parties and you indemnify us against any costs, claims or damages from any third parties arising from their use hereunder. Yours sincerely,

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______________________________________________ For and on behalf of AWAL Digital Limited Awal Digital Limited | Sheffield Technology Park | Cooper Building | Arundel Street | Sheffield S1 2NS | United Kingdom Email [email protected]
Incorporated In England & Wales | Co Reg 4430703 | VAT Reg GB774150334 | Registered Office: 4 Valentine Place, London SE1 8QH

The First Schedule

Artist Title Excluded Territories (if any)

Please continue on additional sheet if necessary

The Second Schedule

Your Details (Please complete):

Name/Names:
If a limited company please print full name of company. If a group please give name of members and name of group.

Address:
Including for accounting purposes.

Admin Contact: Tel: Fax: Login Email: Designated Payee: *

You authorise us to pay this payee on your behalf. * You will be required to submit full payment details via your AWAL Login before you can submit your catalogue to us.

Signatures:
If a Limited Company signature must be a Director or other authorised person. If a group or partnership all members/partners must sign.

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Awal Digital Limited | Sheffield Technology Park | Cooper Building | Arundel Street | Sheffield S1 2NS | United Kingdom Email [email protected]
Incorporated In England & Wales | Co Reg 4430703 | VAT Reg GB774150334 | Registered Office: 4 Valentine Place, London SE1 8QH