1. Definitions:

In this Agreement, the following terms have the meanings set out below:

a. “Catalogue” means one or more musical works customarily owned and/or administered in common by or on behalf of a single person, firm or corporation or group thereof and whose ownership and/or administration is customarily identified by a common name.

b. “CMRRA” means the Canadian Musical Reproduction Rights Agency, Ltd., a corporation pursuant to the laws of Canada, having its head office in Toronto, Ontario.

c. “Publisher” means a single person, firm or corporation or group thereof who owns or administers the copyright of a given Repertoire.

d. “Publisher Affiliation Agreement” means all terms and conditions contained in Parts I and II of this document, as agreed upon between Publisher and CMRRA.

e. “Repertoire” means the copyrighted musical works, taken individually or collectively, including music and lyrics, lyrics alone or music alone, of which Publisher is or may become the copyright owner or in respect of which Publisher is or may become authorized to administer the reproduction right in Canada.

f. “Term” means the period commencing upon the execution hereof and terminating by Publisher or CMRRA in accordance with the terms of the Publisher Affiliation Agreement as set out herein.

g. “Work” means a copyrighted musical work in the Repertoire.

2. Engagement of CMRRA:

Publisher hereby engages CMRRA as its non-exclusive licensing agent during the Term to provide the services set out herein, and such other services as Publisher may specifically instruct CMRRA to undertake from time to time during the Term. Notwithstanding this section, certain services provided by CMRRA to Publisher as outlined in Schedules ‘A’ through ‘E’ herein require Publisher to engage CMRRA as the exclusive agent for those services, as set out therein.

3. Royalty Collection:

Publisher authorizes CMRRA, as its agent, to collect all monies due for the use of the Repertoire by licensees of CMRRA.

4. Verification and Settlement of Monies Due:

CMRRA shall have the right to verify monies due to Publisher by examination of the books and records of licensees of CMRRA and, in the absence of instructions in writing from Publisher to the contrary, to enter into settlement agreements with such licensees on Publisher’s behalf.

5. Payment of Royalties:

CMRRA shall account for and pay all monies received by it on Publisher’s behalf from all sources, less its Administrative Fee as defined below and without payment of any interest thereon. CMRRA shall make such payments via electronic funds transfer as soon as possible after receipt thereof from its licensees in accordance with service standards and subject to such cost recoveries as may be set and approved from time to time by CMRRA’s Board of Directors.

6. Legal and Other Action:

CMRRA may take such steps or undertake such legal actions which, in its sole judgement, may be necessary or advisable to enforce the terms of license agreements issued by CMRRA (including the withholding or termination of licenses, litigation, negotiation, settlement or abandonment of claims, disputes and other matters relating hereto), for the purpose of collecting monies that may be due to Publisher and to generally protect and enforce Publisher’s rights in Canada.

a. In no event will any legal action be commenced by CMRRA in Publisher’s name without Publisher’s express written consent. Publisher hereby appoints CMRRA as its agent for the purpose of filing and obtaining registrations of any Work with the Canadian Intellectual Property Office or any successor body thereto.

b. costs of such legal and other action, including counsel fees, will be borne by CMRRA unless Publisher specifically agrees to do so in advance of the commencement of such action.

7. Third Party Claims:

Where CMRRA receives a notice of a claim by a third party to any Work or to entitlement to monies received by CMRRA on Publisher’s behalf, CMRRA shall provide Publisher with written notice of the details of such claim and shall retain the disputed monies until the status of the third party claim has been resolved as between Publisher and the third party claimant. Upon the resolution of such claim, CMRRA shall pay out such monies in accordance with the terms of such resolution.

8. Limitation of Liability:

Publisher agrees not to hold CMRRA responsible for any indirect, special, incidental, consequential or other damages whatsoever and howsoever caused, whether in an action of contract, warranty, negligence or other tortuous action, even if CMRRA has been informed of the possibility thereof, arising out of or in connection with this Agreement or dealings between Publisher and CMRRA including those conducted through CMRRA Direct. CMRRA’s total liability under this Agreement shall be limited to commissions received by CMRRA pursuant to the Publisher Affiliation Agreement. Any protection granted to CMRRA shall also apply to CMRRA employees, officers, directors, partners, agents and contractors and CMRRA may hold the benefit of such protection in trust for those parties.

9. Indemnification:

Publisher agrees to indemnify CMRRA in the event that CMRRA suffers any damages or losses due to Publisher’s negligence, fraud, unauthorized act or breach of the Publisher Affiliation Agreement.

10. Jurisdiction:

The laws of the Province of Ontario and the laws of Canada applicable herein shall govern as to the interpretation, validity and effect of the Publisher Affiliation Agreement notwithstanding any conflict of laws provisions or Publisher’s domicile, residence or physical location. CMRRA and Publisher hereby consent and submit to the non-exclusive jurisdiction of the courts of the Province of Ontario or, where applicable, the Federal Court of Canada, in any action or proceeding related to or arising out of this Agreement.

11. Administration Fee:

In consideration of the services provided by CMRRA to Publisher herein, CMRRA shall be entitled to retain a commission from monies received by CMRRA on Publisher’s behalf for each affiliation as set out in each Schedule, attached hereto as Schedules ‘A’ through ‘E’. The amount of such commissions may be changed from time to time by CMRRA’s Board of Directors, but CMRRA shall provide Publisher with no less than ninety (90) days’ written notice of any such change.

12. Repertoire Information:

Publisher represents and warrants that it: (a) has all necessary rights and authority to enter into this Agreement; (b) has not entered into any agreements inconsistent with this Agreement; (c) has and will continue to provide true, accurate, timely and up-to-date information concerning its entitlement to royalties including, but not limited to, contact information, tax identification, and Repertoire information. CMRRA shall not be responsible for any loss or damage that may be caused by Publisher’s failure to comply with this provision. Absent specific notification, CMRRA assumes Publisher has the right to administer and/or assign the specific affiliations and/or services outlined in Schedules ‘A’ through ‘E’ as outlined in the Affiliation Selection Checklist (as of the earliest of the Signature Date or Assignment Date as applicable) and shall act accordingly. Without restricting the generality of the foregoing, Publisher undertakes to provide CMRRA with timely notice of any change to the Repertoire with respect to Canada during the Term hereof.

13. Termination:

Either party may terminate the Publisher Affiliation Agreement on the provision of written notice to the other, in which case the effective date of termination shall be the last day of two full calendar quarters following the date of receipt such notice. Any licenses issued by CMRRA on Publisher’s behalf pursuant to the Publisher Affiliation Agreement shall not be affected by such termination but shall continue in full force and effect until the licences’ individual termination dates. Notwithstanding this section, certain services provided by CMRRA to Publisher as outlined in Schedules ‘A’ through ‘E’ are subject to specific termination terms and conditions, as set out in such Schedules. CMRRA shall be entitled to terminate the Agreement without notice or liability if Publisher is in breach of any of the representations and warranties given in Section 12, entitling CMRRA to recover royalties paid hereunder and Publisher shall not make claim for, or be entitled to recover, any sum or sums due or paid under this Agreement. This remedy, if effected, shall not constitute the sole remedy afforded to CMRRA for the violation or breach of said representations and/or warranties, nor shall it constitute a waiver of CMRRA's right to claim damages or refuse payment or to take any other action provided for by law or pursuant to this Agreement.

14. Superseding Terms:

The terms and conditions contained in Part II, Schedules ‘A’ through ‘E’, supersede the General Terms and Conditions contained herein.

15. Affiliations:

In order for the terms and conditions contained in each Schedule of Part II to be in force and of effect, Publisher must indicate such intent as per Part I of this Agreement, by initialling and dating each affiliation for which Publisher is contracting with CMRRA. CMRRA shall only act on behalf of Publisher for those Affiliations so initialled and dated.

16. Entire Agreement:

This Agreement and the Schedules, Affiliation Selection Checklist and Forms attached hereto constitute the entire agreement between CMRRA and Publisher, and neither party hereto is bound by any representation or inducement not set forth herein.

17. Amendment:

This agreement may only be amended by a written document signed by each of the parties.

18. Severability:

The invalidity or unenforceability of any particular term of this agreement will not affect or limit the validity or enforceability of the remaining terms.

19. Waiver:

No waiver of satisfaction of a condition or non-performance of an obligation under this agreement is effective unless it is in writing and signed by the party granting the waiver or that party’s authorized representative, nor will any such waiver extend to any subsequent non-satisfaction of a condition or non- performance of an obligation under this agreement, whether or not of the same or similar nature to that which was waived, or affect the exercise of any other rights or remedies under this agreement. No failure or delay in exercising any right or remedy will constitute, or be deemed to constitute, a waiver of that right or remedy. No single or partial exercise of any right or remedy will affect further exercise of that or any other right or remedy.

20. Further Assurances:

Upon receipt of written notice from CMRRA, Publisher will sign or cause to be signed all further documents, do or cause to be done all further acts, and provide or cause to be provided all reasonable assurances as may be reasonably necessary or desirable from time to time to give effect to this agreement or any licenses issued by CMRRA on Publisher’s behalf pursuant to the Publisher Affiliation Agreement.

21. Assignment:

Publisher may not assign this agreement, or its rights and obligations under it, without the prior written consent of CMRRA. CMRRA may assign this agreement, or its rights and obligations under it, in connection with the sale of all or substantially all of its business, but only if the assignee agrees in writing to be bound by all obligations of CMRRA under this agreement.