(a) Re-Mixer will deliver to Company all documents and other information required by Company in connection with the Masters.

(b) Re-Mixer will deliver to Company, edited and unequalized and equalized, and fully mixed recordings (including, but not limited to, a final two-track equalized tape copy) subject to Company’s approval as technically and commercially satisfactory for the manufacture and sale of phonograph records, in form and format as may reasonably be requested by Company, and all original and duplicate recordings of the material recorded including each multi-track master, together with all necessary licenses (other than mechanical licenses), mix stems, approvals, consents and permissions, and all materials required by Company regarding the work of Re-Mixer to be furnished to Company for use in the packaging and marketing of records derived from the Re-Mixed Masters (“Records”). Re-Mixer will deliver all mix session tapes and files and any derivatives or reproductions thereof to Company. Re-Mixer shall deliver such other items or materials as may reasonably be requested by Company.

(a) Re-Mixer hereby acknowledges and agrees that Company is the sole and exclusive owner of the “Materials” (defined herein as the Masters, the performances embodied therein and all results and proceeds thereof, regardless of their state of completion [e.g., including “outtakes” and “alternate takes”], including, without limitation, all sessions, files and master tapes, and any and all Records derived therefrom) pursuant to the U.S. Copyright Act, and that Company is and will be the owner and proprietor, exclusively, for the life of copyright and throughout the universe, of the Materials and all copyrights therein and thereto, and all other rights of every kind and character whatsoever, whether known or hereafter devised, in and to the Materials. The Materials will be Company’s property free of any claim whatsoever by Re-Mixer, any Re-Mixer Employee, or any person, firm, corporation or other entity deriving any rights from Re-Mixer, and Company will have the sole and exclusive universe-wide rights in perpetuity to manufacture, sell, distribute, lease, license, convey, advertise or otherwise use or dispose of the Materials under any trademarks, trade names or labels, on records or otherwise, to perform or authorize the public performance thereof by radio broadcast, television or otherwise, to synchronize the Materials in motion pictures, television programs, videograms or otherwise, to edit, mix and re-mix the Materials, or to exploit the Materials by any other method in any media known or hereafter devised, all upon such terms and conditions as Company in Company’s sole discretion may approve, and to permit others to do any or all of the foregoing, or Company may in Company’s sole discretion refrain from any or all of the foregoing.

(b) Notwithstanding anything to the contrary contained herein, neither Company nor Re-Re-Mixer shall, without the other party’s express written consent, distribute, reproduce, transmit, license, sell (including without limitation via downloading, streaming, and subscription services), advertise, publish, publicly perform, broadcast, or otherwise use or exploit the Re-Mixed Masters in any physical or digital format now known or hereafter devised; provided, however, that Company shall have the right to stream, transmit and perform the Re-Mixed Masters solely for non-monetized, promotional purposes from a website of Company’s sole designation.

(c) Company shall have the right to use and publish and to permit others to use and publish Re-Mixer’s (and each Re-Mixer Employee’s) name, approved likenesses and approved biographical material solely for advertising and trade purposes in connection with the Masters and Records. Re-Mixer shall have the right to approve such likenesses and biographical material within five (5) days after Company’s request for Re-Mixer’s approval. Such approval shall not be unreasonably withheld. Re-Mixer’s failure to respond to Company’s request for Re-Mixer’s approval within the five (5) day period will be deemed to be approval.

(a) Re-Mixer hereby represents, warrants and agrees that:

(b) Re-Mixer agrees to indemnify and hold Company and Company’s designees’ parents, affiliates, divisions, successors and assigns and the officers, directors, and employees of the foregoing harmless from and against any liability, damage, cost or expense (including costs and reasonable attorneys’ fees regardless of whether litigation commences) arising out of any breach or alleged breach of this Agreement by the Indemnitor or any claim, demand or action (“Claim[s]”) which is inconsistent with any warranty, representation, agreement or grant of rights made or assumed by the Indemnitor hereunder, provided that such Claim is reduced to a final adverse judgment or settled with Re-Mixer’s prior written consent (which shall not be unreasonably withheld). Company will give Re-Mixer prompt written notice of any Claim to which the foregoing indemnity applies (failure to do so not deemed to be a material breach of this Agreement), and the Re-Mixer may participate in the defense of same at the Re-Mxer’s expense, through counsel of the Indemnitor’s choice; provided that the final control and disposition of same (by settlement, compromise or otherwise) shall remain with Company. Re-Mixer agrees to pay Company on demand any amount for which Re-Mixer may be responsible under the foregoing indemnity. Re-Mixer shall, at Company’s request, cooperate fully with Company in any controversy that may arise with third parties or litigation that may be brought by third parties concerning this Agreement or any of Company’s rights hereunder.

(a) Neither party shall be deemed in to be in breach of this Agreement unless such party has failed to cure such asserted breach within thirty (30) days after receipt of the other party’s notice specifying such breach. No such notice of default shall be effective for purposes of the preceding sentence unless such notice shall include sufficient detail so as to permit the defaulting party a reasonable opportunity to cure such default.

(b) All notices hereunder must be in writing and delivered by personal delivery or certified mail (return receipt requested), all charges prepaid. Notices will be deemed effective when delivered personally or on date of posting (except for notices of change of address, which shall be effective when received). Copies of all notices to Company shall be sent to Kent Wolfenbarger, Esq., 611 Merritt Ave., Nashville, Tennessee 37203.

(c) This Agreement has been entered into in the State of California. California law applicable to contracts entered into and to be performed entirely within California shall govern all disputes arising out of or related to this Agreement or the interpretation, performance or enforcement of this Agreement without regard to any conflict of law principles.

(d) Re-Mixer shall have the status of an independent contractor hereunder, and nothing herein contained shall constitute or contemplate Re-Mixer as Company’s agent or employee.

(e) This Agreement embodies the entire understanding of the parties with respect to the subject matter hereof and cannot be modified without an instrument in writing signed by both parties.

(f) This Agreement may be executed by digital or electronic signature, by a “click through” format, and/or exchanged via e-mail or other digital means.

(g) Re-Mixer acknowledges that Re-Mixer has been advised to seek independent legal and business counsel with respect to this Agreement and that Re-Mixer has either sought and obtained such counsel or deliberately refrained from doing so. This Agreement shall be deemed to be jointly drafted by the parties and may not be construed against any party by reason of its preparation or word processing.