Naijaoxygen Agreement terms and condition on songs and dIgital content sales

WHEREAS

(A) NAIJA OXYGEN is a company duly incorporated in Nigeria, which engages in the service of Marketing, Digital/Physical Content Aggregation and Distribution.

(B) Content Provider owns the rights to the audio/visual content, which is

subject matter of this agreement.

(C) Content Provider wishes to engage the services of NAIJA OXYGEN to distribute content

as laid out within the terms of this agreement

Now in consideration of the above, it is HEREBY AGREED as follows:

  1. 1. CP hereby authorizes NAIJA OXYGEN on an exclusive basis during the Term and in the

Territory to and authorize others to distribute, license, publish, store and/or make

available (by resale, license, subscription, revenue share, or other financial model)

by digital “online” means, CP’s content Repertoire via the digital platforms expressly

stated in this agreement and to do all things incidental thereto.

eMasters are distributed as singles, EPs, albums, compilations, movies, audio-visuals

in audio and video formats and made available to customers of the Platforms on the

Platforms’ standard terms from time to time and will be subject to the terms which

apply between NAIJA OXYGEN and the Platforms. CP acknowledges that such terms may not expressly restrict customers to limited number of reproductions or “burns”. CP

further acknowledges that not all Platforms that NAIJA OXYGEN provides eMasters to use

security encoding.

  1. The Term shall start on the date hereof for thirty six (36) months and shall be

renewed in perpetuity for further twelve (12) month periods unless terminated by

either Party by giving sixty (60) days written notice of termination.

  1. The Territory shall mean the World excluding (if any) those territories specified

by CP subject to mutual agreement in respect of each eMaster.

  1. CP shall provide eMasters, Metadata (including artwork) and (to the extent

available) photographs and promotional materials for use in promoting the

eMasters and any other materials by sending such contents to NAIJA OXYGEN. CP may provide eMasters via download links, hard drive or CD or otherwise this will be subject to

mutual agreement. 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). CP shall provide NAIJA OXYGEN with artwork and (to the extent available) photographs and promotional material for use in promoting

the eMasters. CP authorizes NAIJA OXYGEN to obtain for and assign to the eMasters ISRC and EAN/UPC-A codes. NAIJA OXYGEN shall be responsible at cost for encoding eMasters into appropriate formats for electronic or other delivery to third party Sites.

  1. NAIJA OXYGEN reserves the right not to include or submit any eMaster, Metadata or any

other materials to any Platforms 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, NAIJA OXYGEN reserve the subsequent right to

withdraw (permanently or temporarily) eMasters Metadata or any other materials

from any Platforms which CET reasonably believes is subject to or may give rise to

third party claims. Under no circumstances shall NAIJA OXYGEN be held liable or responsible in respect of any eMaster Metadata or any other materials submitted by CP and which NAIJA OXYGEN has included or submitted to any Platforms.

  1. NAIJA OXYGEN shall be entitled to use and authorize the use of artwork and streamed clips physical & digital (for such duration as is customarily required by the Platforms)

together with the name, likeness and biography of the CP, artists and the artist’s

producers, video directors etc for the purpose of review and compiling news

information discographies profiles and similar ancillary promotional purposes

required by Platforms. NAIJA OXYGEN shall also be authorized to take any step to prevent any manner of infringement of digital transmission rights from unauthorized persons or

entities. NAIJA OXYGEN shall not cut or edit CP’s content other than to include watermarking or to correct errors and only with the CP’s consent

  1. NAIJA OXYGEN will pay out sixty percent (60%) to CP of net sums received by NAIJA OXYGEN from the distribution and/or making available of the download and/or streamed or stored reproductions of the eMasters and will be due the balance of monies minus (-

) Fourty percent (40%) for services rendered – to CP and applicable taxes, within

Six Month 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. NAIJA OXYGEN shall not be required to make payment to CP for any accounting period where the balance is less than Twnty Thousand Naira (N20, 000)

(once currency is converted) but such unpaid balance will be carried forward.

 

  1. CP shall be required to pay for distribution to International stores

as authorized by the CP ,the sum of

 

  • $200.00 a year for each single distributed for all International stores
  • $100.00 a year for each VEVO Channel created
  • $50.00 a year for each video submitted to VEVO

or its Naira and kobo equivalents according to the Bureau De Change/Black Market

Rates of that day. NAIJA OXYGEN shall be responsible in notifying CP of price changes within 7 days.

  1. CP warrants that the CP executioner is over 18 years and that CP has the right to

enter into this Agreement and to grant the 100% rights to the eMasters, metadata,

artwork and other materials supplied by CP which CP warrants does not and will

not infringe the rights of any third parties and CP hereby indemnifies NAIJA OXYGEN against any costs, claims or damages from any third parties arising from their use

here under.

  1. Any controversy or claim of whatsoever nature arising out of or relating to the

Agreement and/or the License shall be governed by and construed in all respects in

accordance with the Laws of Nigeria. The Parties shall use their best endeavors to

settle any dispute between them. If the Parties are unable to resolve the dispute

through mutual discussion, the dispute shall be referred to a sole arbitrator in

accordance with the laws of the aforementioned territory. The arbitral award shall

be final and binding between the Parties except where there is misconduct on the

part of the arbitrator or error on the face of the award. A dispute is deemed to have

been initiated upon the service by one party on the other party of a written notice to

that effect.

  1. Any written notice in connection with this Agreement may be addressed to the

Parties at their respective addresses stated above. A Party may change its address

by prior notice in writing to the other Party.

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