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This Agreement, dated as of the date hereof, shall set forth the basic terms of the Distribution Agreement (“Agreement”) between Artist and Just Entertainment, LLC d/b/a Meet Yo Connect (“Distributor”), as follows:

        

             1.         Term:  Six (6) months (which can be extended by mutual approval). 

 

             2.         Territory:  United States

 

3.         Distributor’s Rights: During the Term, Distributor shall have the non-exclusive right in the Territory to physically and digitally distribute Artist’s records and music (the “Product”). Artist grants to Distributor the right to use and publish and allow others to use and publish the name, approved likeness, photographs and biographical material of each performer, producer, and songwriter whose performance is embodied in the Product in connection with the sale, promotion, and advertising of the Product.  Artist agrees to deliver approved likenesses, photographs and biographical materials to Distributor promptly following Distributor’s request for same.

 

4.         Overhead Costs:  Distributor shall be entitled to sixty percent (70%) of gross billings to cover overhead costs, including, but not limited to, advertising costs, operating expenses, and expenses associated with compensating Distributor’s personnel (the “Overhead Expenses”).

 

5.         Distribution Fee:  Distributor shall be entitled to a distribution fee of twenty-five percent (15%) of gross billings.

 

            6.         Artist’s Profits:  Artist shall be entitled to fifteen percent (15%) of gross billings.           

 

            7.         Manufacturing:  Artist is responsible for manufacturing the Product through a third party, provided, however, that all such copies shall be manufactured in accordance with specifications provided to Artist by Distributor.

 

            8.         Accounting:    Distributor shall account to Artist quarterly and no later than the later of (a) 30 days after Distributor is accounted to for each quarterly period by Distributor’s designee, or (b) 60 days after the end of the calendar quarter in which Distributor’s normal billing month ends. Reasonable reserves shall be taken by Distributor and deducted from gross billings and net receipts in accordance with the then-current reserves policies of Distributor’s designee. Artist shall have the right to audit Distributor’s books and records (which shall include the relevant portions of statements from Distributor’s designee relating solely to Records hereunder) to verify the accuracy of statements rendered by Distributor.  Artist may audit any statement within one (1) year after the date such statement is rendered to Artist. 

 

           

 

            9.         Advertising:    Distributor shall be responsible for determining what, if any, advertisement of the Product will be provided in connection with this Agreement. Any and all advertising costs hereunder shall be deducted as part of Distributor’s Overhead Costs.  

 

            10.        Artist’s Representations and Warranties:    

 

                        (a)  Artist hereby warrants and represents that it presently has and shall during the term of this agreement continue to have full right, power and authority to have Distributor distribute and sell the Product free and clear of any liens, encumbrances or claims, and to grant to Distributor the right, free of any liens, encumbrances or claims, and subject to the terms of this agreement, to use its trademarks and tradenames, artist names, and approved likenesses, approved biographies, approved liner notes and approved artwork, artist performances and the like, as the case may be, on and solely in connection with the marketing and distribution of the Product.

 

                        (b)  If applicable, Artist shall pay all artist, mechanical, and other royalties, as well as synchronization fees and master re-use fees with respect to the Product. 

 

            11.        Indemnification:  Artist shall indemnify and hold Distributor harmless, its officers, employees, independent contractors, agents, representatives, customers, distributors, and sub-licensees (the “Indemnified Parties”) of and from any and all costs, expenses or damages, including reasonable attorneys’ fees, incurred in connection with any suit, action, proceeding or claim arising from any third party which is inconsistent with the representations, warranties, or agreements made by Artist hereunder or which results from any act or omission of Artist. 

 

12.        Independent Legal Counsel: Artist has had the unrestricted opportunity to be represented by independent legal counsel for purposes of advising Artist in connection with the negotiation and execution of this Agreement. 

 

13.        Choice of Law:              This Agreement shall be deemed to have been entered into in the State of Texas and its validity, construction, interpretation and legal effect shall be governed by the laws of the State of Texas applicable to contracts entered into and performed entirely within the State of Texas.  All claims, disputes or disagreements that may arise out of the interpretation, performance or breach of this Agreement shall be submitted exclusively to the jurisdiction of the state or federal courts located in Dallas County, Texas.

 

14.        Entire Agreement:  This Agreement sets forth the entire understanding of the parties hereto relating to the subject matter hereof, any and all prior or contemporaneous negotiations, understandings, agreements, representations, warranties, inducements or the like being superseded by and merged into this contract. No modifications, amendment, waiver, termination or discharge of this Agreement or any of the terms or provisions hereof shall be binding upon either party hereto unless confirmed by a written instrument signed by the parties. No waiver by any party hereto of any term or provision of this Agreement or of any default hereunder shall affect such party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.