​The following sets forth the material terms and conditions with respect to Mangazi ("Producer",  "me", "we", or the like) producing certain recording(s) embodying the musical performance of (Artist) ("Artist", "you", "your", or the like). In the event the number of master recordings hereunder is  no more than one (1), then all references to "Masters" hereunder shall be read and deemed to  refer to one (1) "Master." For good and valuable consideration (the receipt and sufficiency of which  is hereby acknowledged), the parties hereby agree as follows: 

 

1. Product Commitment: Producer shall produce one (1) musical composition entitled “Beat Title” (the  "Composition") embodying Artist's featured performance of a yet-to-be-titled master recording (the  "Master") for delivery to Artist for, among other exploitations, the manufacture and distribution of  records. For the avoidance of doubt, the Composition provided by Producer to create the Master  shall be solely retained and owned by Producer as a pre-existing composition, and the composition  made by Artist hereunder is a derivative. The territory of this agreement shall be the Universe.  Artist acknowledges the satisfactory delivery, receipt, and acceptance of the Master. 

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2. Rights: The Master (expressly excluding the underlying musical composition), from the inception of  creation, shall be considered a "work made for hire" for Artist (or Artist's designees) within the  meaning of the Copyright Act of 1976 (Title 17, U.S.C.). If it is determined that any Master does not  so qualify, then that Master, together with all rights therein (including the sound recording  copyright(s) but excluding the underlying musical composition) shall hereby be deemed transferred  to Artist.

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2.1 Subject to the terms and conditions contained in this agreement, Artist shall have the sole  and exclusive right in perpetuity and throughout the universe, including, without limitation: (i) to  manufacture, advertise, sell, license or, otherwise dispose of the Master and derivatives derived  therefrom in any manner or media whatsoever upon such terms, and under such trademarks, as  Artist elects, or, in Artist's sole discretion, to refrain therefrom; (ii) to perform the Master publicly  and to permit the public performance thereof by any method now or hereafter known; and (iii) to  include Producer's audio performance in an audio-visual production (“Video").

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3. Fee: Artist shall pay to Producer a non-returnable, non-recoupable fee in the amount of Two Hundred and Ninety Nine, $299.00USD (the "Fee"). The Fee shall be payable upon the full execution of  this agreement. 

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4. Controlled Compositions: If any selection or musical composition, or any portion thereof, recorded  in the Masters hereunder is written or composed by Producer, in whole or in part, alone or in  collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by  Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then  such selection and/or musical composition shall be hereinafter referred to as a "Controlled  Composition". Producer hereby agrees to issue or cause to be issued, as applicable, to Artist, or  Artist's designees, mechanical licenses (including, without limitation, any "first use" mechanical  licenses) and other licenses in respect of each Controlled Composition subject to the same terms  and conditions as are applicable to selections and musical compositions written, composed,  owned, or controlled, in whole or in part, directly or indirectly, by Artist, which are embodied on the  Master or any recording recorded under this agreement. For that license, on the United States and  Canada sales, Artist will pay mechanical royalties at one hundred percent (100%) of the minimum  statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United  States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide  basis in the country concerned on the date that this agreement has been entered into. Producer  hereby grants Artist a license to reproduce Controlled Compositions that are embodied on the  Master produced hereunder in synchronization with and in time relation to visual images featuring 

Artist's performances in so-called promotional "video programs", on a royalty-free basis and in so called commercial "video programs", in being understood that Producer shall be entitled to  Producer's pro-rata share of any royalties attributable to such commercial "video programs". Upon  Artist's request Producer shall execute or cause Producer's publishing designee to execute and  deliver to Artist, as applicable, all documents required by Artist, as applicable, to effectuate the  purpose of this paragraph. 

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5. Publishing Rights: With respect to the publishing rights and ownership of the underlying  composition embodied in the Master, the Artist, and the Producer hereby acknowledge and agree  that the underlying composition shall be owned/split between them as follows: 

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- Artist, owns 50% of publishing rights. 

- Mangazi owns 50% of publishing rights 

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6. Credit and Likeness: Artist shall have the right to use and permit others to use Producer's  approved name, approved likeness, and other approved identification and approved biographical  material concerning the Producer for purposes of trade and otherwise without restriction solely in  connection with the Masters recorded hereunder. Artist shall accord (or shall cause to accord)  Producer a credit on (i) labels and liner notes of the Master, where applicable, (ii) in all  configurations (including in applicable meta-data) derived from the Master, (iii) in all trade and  consumer advertisements, including Billboard Magazine strip ads, which pertain exclusively to the  Masters hereunder, that are one-quarter (1/4) page or larger in size, placed directly by Artist, and  appear in so-called "nationwide" trade publications in the United States. Artist shall ensure that  Producer is properly credited and Artist shall check all proofs for the accuracy of credits, and shall  cure any mistakes regarding Producer's credit. Such credit shall be in the substantial form:  "Produced by Mangazi". 

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7. Warranties, Representations, and Indemnification: 

7.1 Producer warrants and represents that he has the full right and ability to enter into this agreement,  and is not under any disability, restriction, or prohibition with respect to the grant of rights  hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the  Masters hereunder will not infringe upon or violate any common law or statutory right of any  person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s)  of privacy and publicity and will not constitute libel and/or slander. Artist warrants and represents  that he has the full right and ability to enter into this agreement, and is not under any disability,  restriction, or prohibition with respect to the grant of rights hereunder. Artist warrants that the  manufacture, sale, distribution, or other exploitation of the Masters hereunder will not infringe upon  or violate any common law or statutory right of any person, firm, or corporation; including, without  limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute  libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility  whatsoever as to any elements added to the Masters by Artist, and Artist indemnifies and holds  Producer harmless for any such elements. Producer warrants that all "samples" (as that term is  commonly understood in the recording industry) contained in the production are royalty free.  

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7.2 Artist hereby agrees that Producer has not made any guarantees or promises that the Master fits  the particular creative use or musical purpose intended or desired by the Artist. The Master, its  sound recording, and the Composition embodied therein are delivered to the Artist "as is" without  warranties of any kind of fitness for a particular purpose. 

 

7.3Artist further acknowledges and agrees that the Composition produced by Producer may previously have been licensed to third parties on a non-exclusive basis. Any licenses granted by Producer, which precede this agreement, shall remain in effect and shall not be affected by this agreement. Artist waives any claims against Producer for any pre-existing licenses for the Composition. Artist further agrees that Artist will not submit any claims against the third-party licensees for their non-exclusive use of the Composition.

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8. Miscellaneous: This agreement and the validity, interpretation, and legal effect of this agreement  shall be governed by the laws of the Republic of Mozambique applicable to contracts entered into  and performed entirely within such State. The courts of the Republic of Mozambique (state and  federal) only will have jurisdiction of any controversies regarding this agreement and the parties  hereto consent to the jurisdiction of said courts. All notices, statements, and payments to be sent to any party hereunder shall be addressed to such party at the applicable address . All notices shall be in writing and shall either be served by personal delivery (with a  written receipt of such delivery) or certified or registered mail, return receipt requested, all charges  prepaid, except statements may be sent by regular U.S. mail. Except as otherwise provided herein,  notices delivered in accordance with the foregoing shall be deemed given when personally delivered, or five (5) days after mailing, except that notices of change of address shall be effective  only after actual receipt. Where approvals are required hereunder, such approval or consent shall  not be unreasonably withheld and the parties acknowledge and agree that email confirmations/ responses shall suffice. Producer shall not be entitled to any monies in connection with the  Master(s) other than as specifically set forth herein. Producer shall have the right to assign this  agreement to any parent, subsidiary, or affiliate, or any individual or entity owning or acquiring a  substantial portion of Producer's stock or assets provided that Producer remains secondary liable.  Artist may not assign any of Artist's rights or obligations hereunder without Producer's prior written  consent and any such purported assignment shall be null and void ab initio. Both parties agree and  acknowledge that this agreement (a) will be binding upon and inure to the benefit of the parties  hereto and their respective successors, permitted assigns, heirs, estates, administrators, and  executors; (b) embodies the sole and entire agreement of the parties in respect of, and supersedes  all prior oral or written understandings between them concerning the subject matter hereof; and (c)  may not be amended except by a written instrument signed by all parties hereto. A waiver by either  party hereto of any provision of this agreement in any instance shall not be deemed to be a waiver  for the future. All remedies, rights, undertakings, and obligations contained in this agreement shall  be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, or  obligation of either party. Any breach by either party shall not be deemed material unless, within  thirty (30) days (or fifteen (15) days for failure to pay monies owed) after the non-breaching party  learns of such breach, the non-breaching party serves written notice thereof on the breaching party  specifying the nature of the breach and the breaching party fails to cure such breach, if any, within  thirty (30) days (15 days regarding payments) after receipt of such notice, or within a reasonable  time thereafter if such breach is not curable within thirty (30) days. In entering into this agreement  and providing services pursuant hereto, Artist has and shall have the status of an independent  contractor and nothing herein contained shall contemplate or constitute Artist as Producer's agent  or employee. ARTIST UNDERSTANDS THAT ARTIST HAS THE RIGHT TO SEEK THE ADVICE  OF INDEPENDENT COUNSEL CONCERNING ITS RIGHTS, THE PROVISIONS HEREOF, AND  THE ADVISABILITY OF EXECUTING THIS LEGALLY BINDING AGREEMENT. FURTHER,  ARTIST ACKNOWLEDGES THAT PRODUCER HAS GIVEN ARTIST THE OPPORTUNITY TO  SEEK THE ADVICE OF INDEPENDENT COUNSEL AND ARTIST ACKNOWLEDGES THAT  ARTIST IS EXECUTING THIS AGREEMENT VOLUNTARILY AFTER CONSULTATION WITH  INDEPENDENT COUNSEL OR INTENTIONALLY DECIDING NOT TO SEEK ADVICE OF  INDEPENDENT COUNSEL. 

This agreement may be executed via facsimile and in two or more counterparts, each of which  shall be deemed an original, but all of which shall constitute one instrument. In addition, a signed  copy of this agreement transmitted by facsimile, by digital signature, or scanned into an image file  and transmitted via email shall, for all purposes, be treated as if it was delivered containing an  original manual signature of the party whose signature appears thereon and shall be binding upon  such party as though an originally signed document had been delivered.