a division of Rock City, Los Angeles

- Part 2 -
Rock City Records' Release agreement and License
"Release Form"
This agreement is entered into this ______day of _________, 2000, by and between Rock City Records (herein after "RCR") and ________________________, (hereinafter "Artist") in respect to the non-exclusive licensing for the use of Artist's song and sound recording of the song ______________________________________ (the "composition") by RCR for inclusion in RCR's compilation records to be distributed world wide in perpetuity.

1. Artist hereby agrees to pay RCR ___$350_____ in consideration for RCR including the composition in any of RCR's compilation records including download opportunities on the internet or through any other digital uses as RCR deems appropriate. The composition may be used by RCR on any number of compilation records made by RCR.

2. RCR intends to distribute to the public copies of the compilation records in order to obtain public exposure of Artist's song on Artist's behalf, and make make the entire compilation or the individual composition available for download off the internet. This public exposure is of significant value and benefit to the artist and therefore Artist does not seek compensation except as provided in paragraph 5 below. It is anticipated by the parties that many of the copies of the recordings will be given to the public and members of the music industry free of cost and will be made available for download on the internet. It is also anticipated by the parties that RCR will offer some of the records for sale to the public at various cost and that RCR may obtain compensation from thrid parties for advertising on it's internet site.

3. Artist warrants that Artist is the owner of the copyright in the composition and sound recording of the composition written by ________________________. Artist has the sole and exclusive right to license, administer and control all uses, in whole or in part, in all media throughout the world, whether now known or hereinafter developed, both the composition and sound recording of the composition.

4. Artist warrants and represents that it has the exclusive legal right and authority to enter into this agreement and hereby grants to RCR, its licensees and assigns, the right to embody the composition and sound recording only on it's compilation records, and for digital use on the internet in association with the compilation, and to reproduce, distribute, sell and otherwise use the composition in all media, including without limitation all record formats, whether now known or hereafter developed, and through any digital reproduction or distribution on the internet, throughout the world in perpetuity. Artist hereby warrants and represents to RCR that the rights granted herein are free and clear of any claims, demands, license or encumbrances.

5. Artist is deemed to have licensed the composition and sound recording free of charge and hereby releases RCR from paying any mechanical royalty for any records embodying the composition for the first 100,000 records sold in any one format. Upon the sale of 100,001 records in any one format embodying the composition, RCR will thereafter pay Artist a mechanical royalty at a rate equal to 75% of the statutory rate as set forth in 17 U.S.C. section 115 for units above 100,000 only. RCR need not serve or file the notices required by section 115 of the United States Copyright Act of 1976. Artist hereby waives and gives up any claim to any compensatin or money made from the downloading on the Internet up to and including 100,000 downloads from which RCR obtains money. Upon 100,001 downloads off the internet, RCR will thereafter pay the artist 75% of any applicable statutory rate or the Artist's pro rata share of 25% of the received which ever is less.

6. In regards to the compilation records, and internet configurations, RCR retains its exclusive copyright in these compilation recording and internet configurations and has the exclusive right to administer the copyright in them. In no way does Artist assign or grant any copyright interest in the underlying composition or sound recording of the composition to RCR.

7. Artist is responsible for delivering to RCR, within seven (7) days of the signing of this license and agreement, the label copy for the composition, including the proper songwriter credits and copyright holder notification. In the event Artist fails to do so, Artist is solely responsible for any exclusion form label copy which may result from Artist's neglect and Artist agrees to indemnify and hold harmless RCR from any liability resulting from such exclusion.

8. Artist hereby releases RCR, its respective representatives, licensees, successors and assigns from all actions, controversies, contracts, damages, judgments, claims and demands whatsoever, in law or in equity, which Artist, its assigns, and successors may now, or hereafter, have against RCR with regard to the composition, excluding only the terms set forth in this agreement.

9. Artist hereby agrees to defend, indemnify, and hold RCR and its agents, directors, officers, and assigns harmless from and against any and all damages, costs, liabilities, losses and expenses (including reasonable attorney fees) arising out of or connected with any claim, demand or action by a third party which is inconsistent with any of the warranties, representations or covenants made by Artist in this agreement.

10. This agreement constitutes the entire agreement between the parties and shall be construed in accordance with the laws of the State of California. Any dispute or disagreement with respect to this agreement shall be submitted to arbitration where the California Evidence Code is controlling. This agreement may not be modified except in writing signed by both parties. A waiver of any breach by either party in any instance shall not constitute a waiver of any subsequent breach, whether or not similar.

11. All notice hereunder shall be in writing and shall be given by personal delivery, registered or certified mail at the respective addressed herein set forth Rock City Records Att: Ruben MacBlue 7030 De Longpre Avenue Los Angeles, CA 90028

12. Artist represents that he/she/they have had adequate opportunity to seek, and have sought, the advise of independent counsel to their satisfaction prior to the signing of this agreement.

13. Other Terms: _____________________________________


__________________________________________________________ ACCEPTED AND AGREED

__________________________ _______________________ RCR Authorized Signature Artist Signature

Dated:__________________ Dated:___________________

Rock City News
7030 De Longpre Ave
Hollywood, CA 90028
Phone: 323-461-6600 Fax: 323-461-6622

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