THIS [license_name] AGREEMENT is made on [date] («Effective Date») by and between [buyer_name] (hereinafter referred to as the «Licensee»), and José C. Soria («Producer»). (hereinafter referred to as the «Licensor»). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled [beat_title] («Beat») as of and prior to the date first written above. The Beat, including the music thereof, was composed by José C. Soria, who is professionally known as Kooly. This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein. 1. License Fee The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid. 2. Delivery of the Beat Licensor agrees to deliver the Beat as high quality, so called "untagged", MP3 file. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the address Licensee provided to Licensor. 3. Term The Term of this Agreement shall be five (5) years and this license shall expire on the five (5) year anniversary of the Effective Date. 4. Use of the Beat In consideration for Licensee's payment of the License Fee, the Licensor hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) "New Song." Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter be referred to as the "New Song". Licensee is not allowed to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release. Licensee is not allowed to add new instrumentation to the beat or modify the Beat. This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a non-exclusive basis and Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees. i. Distribution: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the «Recordings», and individually, a «Recording») worldwide for up to the pressing or selling a total of Five Thousand (5,000) copies of such Recordings or any combination of such Recordings. ii. Streaming: Additionally, licensee shall be permitted to distribute unlimited free internet downloads or streams for non-profit and non-commercial use. This license allows up to Three Hundred and Fifty Thousand (350,000) monetized audio streams to sites like Spotify, RDIO, Rhapsody but not eligible for monetization on YouTube. iii. Synchronization: The Licensor hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for up to Three Hundred and Fifty Thousand (350,000) non-monetized video streams on all total sites but not eligible for monetization on YouTube. A separate synchronisation license will need to be purchased for distribution of video to Television, Film or Video game. iv. Broadcasting: The Licensee is not allowed to broadcast the New Song on radio. v. Live Performances: Licensee is not allowed to perform with the Beat in non-profit or paid live performances. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder. Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor in connection with the use/exploitation of the New Song as set forth in this Agreement. 5. Restrictions on the Use of the Beat Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below: The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party; Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein. Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples". Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work"; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees. 6. Ownership The Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor's rights hereunder, and Licensee hereby grants to Licensor the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Licensor. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you. 7. Writer's Share and Publishing Rights With respect to the publishing rights and ownership of the underlying compositions embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the New Song shall be owned/split between them as follows: i. Licensee shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Lyrics. ii. Licensor shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Music. iii. Both Licensee and Licensor shall each own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the publishing rights associated with the New Song, which includes the right to license, collect, and administer the composition for publication and distribution. iv. With respect to distribution royalties (Spotify, Apple Music, Youtube Music, Deezer, etc.), specifically mechanical royalties generated from the use of the New Song, the split shall be as follows: Licensee shall be entitled to Fifty Percent (50%) of such royalties, while Licensor shall receive Fifty Percent (50%), reflecting their respective shares in the composition's publishing rights and Writer's Share. 8. Registering the New Song With your PRO In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Licensor's / Producer's share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher's share of the New Song. Name: PRO: IPI # With Distributors The Licensee shall be solely responsible for ensuring that the New Song is properly credited, registered with the appropriate performing rights organizations and music publishing entities, and that all necessary steps are taken to guarantee that the Licensor receives their equitable share of royalties, revenues, and credits as stipulated in this Agreement. 9. Consideration In consideration for the rights granted under this agreement, Licensee shall pay to licensor the sum of [price_words] ($[price_amount]) US dollars and other good and valuable consideration, payable to «José C. Soria», receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the licensor shall have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law. 10. Credit Licensee shall have the right to use and permit others to use Licensor's ("Producer") approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a "producer" and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: "Produced by Kooly". 11. Breach by Licensee Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Licensor's sole discretion, the termination of Licensee's rights hereunder. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees. 12. Warranties, Representations and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. Licensor 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. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "Owner") without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that "samples" were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such "sample" from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. 13. Miscellaneous This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This license is non-transferable and is limited to the Beat specified above, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives. 14. Technical Warranty (7-day) Licensor warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, Licensee identifies a technical defect (corrupted audio, desynchronized stems, unreadable file format, or files missing relative to the tier delivered), Licensor shall remedy the defect at no cost or, at Licensee's election, refund the License Fee under the Refund Policy. This warranty covers the technical fitness of the delivered files only. It does NOT cover the commercial performance of any release that incorporates the Beat, the artistic suitability of the Beat for Licensee's creative purpose, or any change of taste or strategy by Licensee after delivery. 10.b Mandatory Producer Credit For the avoidance of doubt, the producer credit set forth in Section 10 above is a MANDATORY condition of this License (not a discretionary best-efforts obligation). The credit "Prod. by Kooly" must appear (i) in the metadata of every digital release that incorporates the New Song, (ii) in the description or liner notes of every video release, and (iii) in any tracklist accompanying a physical release. Persistent failure to display the credit, after written notice from Licensor and a reasonable opportunity to cure, constitutes a Revocation Ground under Section 11.

THIS [license_name] AGREEMENT is made on [date] («Effective Date») by and between [buyer_name] (hereinafter referred to as the «Licensee»), and José C. Soria («Producer»). (hereinafter referred to as the «Licensor»). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled [beat_title] («Beat») as of and prior to the date first written above. The Beat, including the music thereof, was composed by José C. Soria, who is professionally known as Kooly. This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein. 1. License Fee The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid. 2. Delivery of the Beat Licensor agrees to deliver the Beat as high quality, so called "untagged", MP3 and WAV files. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the address Licensee provided to Licensor. 3. Term The Term of this Agreement shall be five (5) years and this license shall expire on the five (5) year anniversary of the Effective Date. 4. Use of the Beat In consideration for Licensee's payment of the License Fee, the Licensor hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) "New Song." Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter be referred to as the "New Song". Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release. Licensee is not allowed to add new instrumentation to the beat or modify the Beat without written consent of the Licensor. This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a non-exclusive basis and Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees. i. Distribution: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the «Recordings», and individually, a «Recording») worldwide for up to the pressing or selling a total of Ten Thousand (10,000) copies of such Recordings or any combination of such Recordings. ii. Streaming: Additionally, licensee shall be permitted to distribute unlimited free internet downloads or streams for non-profit and non-commercial use. This license allows up to Five Hundred Thousand (500,000) monetized audio streams to sites like Spotify, RDIO, Rhapsody and Licensee is additionally granted YouTube Content ID monetization rights on the official New Song release. iii. Synchronization: The Licensor hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for up to 500,000 non-monetized video streams on all total sites and Licensee is additionally granted YouTube Content ID monetization rights on the official New Song release. A separate synchronisation license will need to be purchased for distribution of video to Television, Film or Video game. iv. Broadcasting: The Licensor hereby grants to Licensee broadcasting rights up to 2 Radio Stations. v. Live Performances: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in unlimited non-profit performances, shows, or concerts. Licensee is granted the right to receive compensation from performances with this license. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder. Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor in connection with the use/exploitation of the New Song as set forth in this Agreement. 5. Restrictions on the Use of the Beat Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below: The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party; Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein. Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples". Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work"; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees. 6. Ownership The Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor's rights hereunder, and Licensee hereby grants to Licensor the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Licensor. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you. 7. Writer's Share and Publishing Rights With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows: i. Licensee shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the underlying composition. Specifically, the Lyrics. ii. Licensor shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the underlying composition. Specifically, the Music. iii. Both Licensee and Licensor shall each own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the publishing rights associated with the New Song, which includes the right to license, collect, and administer the composition for publication and distribution. iv. With respect to distribution royalties (Spotify, Apple Music, Youtube Music, Deezer, etc.), specifically mechanical royalties generated from the use of the New Song, the split shall be as follows: Licensee shall be entitled to Fifty Percent (50%) of such royalties, while Licensor shall receive Fifty Percent (50%), reflecting their respective shares in the composition's publishing rights and Writer's Share. 8. Registering the New Song With your PRO In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Licensor's / Producer's share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher's share of the New Song. Name: PRO: IPI # With Distributors The Licensee shall be solely responsible for ensuring that the New Song is properly credited, registered with the appropriate performing rights organizations and music publishing entities, and that all necessary steps are taken to guarantee that the Licensor receives their equitable share of royalties, revenues, and credits as stipulated in this Agreement. 9. Consideration In consideration for the rights granted under this agreement, Licensee shall pay to licensor the sum of [price_words] ($[price_amount]) US dollars and other good and valuable consideration, payable to «José C. Soria», receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the licensor shall have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law, including, without limitation, the United States Copyright Act, as amended. 10. Credit Licensee shall have the right to use and permit others to use Licensor's ("Producer") approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a "producer" and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: "Produced by Kooly". 11. Breach by Licensee Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Licensor's sole discretion, the termination of Licensee's rights hereunder. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees. 12. Warranties, Representations and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. Licensor 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. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "Owner") without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that "samples" were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such "sample" from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. 13. Miscellaneous This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This license is non-transferable and is limited to the Beat specified above, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives. 14. Technical Warranty (7-day) Licensor warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, Licensee identifies a technical defect (corrupted audio, desynchronized stems, unreadable file format, or files missing relative to the tier delivered), Licensor shall remedy the defect at no cost or, at Licensee's election, refund the License Fee under the Refund Policy. This warranty covers the technical fitness of the delivered files only. It does NOT cover the commercial performance of any release that incorporates the Beat, the artistic suitability of the Beat for Licensee's creative purpose, or any change of taste or strategy by Licensee after delivery. 10.b Mandatory Producer Credit For the avoidance of doubt, the producer credit set forth in Section 10 above is a MANDATORY condition of this License (not a discretionary best-efforts obligation). The credit "Prod. by Kooly" must appear (i) in the metadata of every digital release that incorporates the New Song, (ii) in the description or liner notes of every video release, and (iii) in any tracklist accompanying a physical release. Persistent failure to display the credit, after written notice from Licensor and a reasonable opportunity to cure, constitutes a Revocation Ground under Section 11.

THIS [license_name] AGREEMENT is made on [date] («Effective Date») by and between [buyer_name] (hereinafter referred to as the «Licensee»), and José C. Soria («Producer»). (hereinafter referred to as the «Licensor»). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled [beat_title] («Beat») as of and prior to the date first written above. The Beat, including the music thereof, was composed by José C. Soria, who is professionally known as Kooly. This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein. License Fee The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid. Delivery of the Beat Licensor agrees to deliver the Beat as high quality, so called "untagged", MP3, WAV files and Tracked Out WAV files, as such terms are understood in the music industry. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the address Licensee provided to Licensor. Term The Term of this Agreement shall be five (5) years and this license shall expire on the five (5) year anniversary of the Effective Date. Use of the Beat In consideration for Licensee's payment of the License Fee, the Licensor hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) "New Song." Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter be referred to as the "New Song". Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release. Licensee is not allowed to add new instrumentation to the beat or modify the Beat without written consent of the Licensor. This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a non-exclusive basis and Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees. i. Distribution: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the «Recordings», and individually, a «Recording») worldwide for up to the pressing or selling a total of Fifty Thousand (50,000) copies of such Recordings or any combination of such Recordings. ii. Streaming: Additionally, licensee shall be permitted to distribute unlimited free internet downloads or streams for non-profit and non-commercial use. This license allows up to One Million (1,000,000) monetized audio streams to sites like Spotify, RDIO, Rhapsody, and Licensee is additionally granted YouTube Content ID monetization rights on the official New Song release. iii. Synchronization: The Licensor hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for up to One Million (1,000,000) video streams on all total sites, monetizable on YouTube via Content ID. Monetization on other platforms requires a separate sync agreement. A separate synchronisation license will need to be purchased for distribution of video to Television, Film or Video game. iv. Broadcasting: The Licensor hereby grants to Licensee broadcasting rights for broadcasting on an unlimited amount of Radio Stations. v. Live Performances: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in unlimited non-profit and for-profit performances, shows, or concerts. Licensee is granted the right to receive compensation from performances with this license. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder. Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor in connection with the use/exploitation of the New Song as set forth in this Agreement. Restrictions on the Use of the Beat Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below: The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party; Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein. Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples". Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work"; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees. Ownership The Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor's rights hereunder, and Licensee hereby grants to Licensor the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Licensor. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you. Writer's Share and Publishing Rights With respect to the publishing rights and ownership of the underlying compositions embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the New Song shall be owned/split between them as follows: i. Licensee shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Lyrics. ii. Licensor shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Music. iii. Both Licensee and Licensor shall each own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the publishing rights associated with the New Song, which includes the right to license, collect, and administer the composition for publication and distribution. iv. With respect to distribution royalties (Spotify, Apple Music, Youtube Music, Deezer, etc.), specifically mechanical royalties generated from the use of the New Song, the split shall be as follows: Licensee shall be entitled to Eighty Percent (80%) of such royalties, while Licensor shall receive Twenty Percent (20%), reflecting their respective shares in the composition's publishing rights and Writer's Share. Registering the New Song With your PRO In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Licensor's / Producer's share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher's share of the New Song. Name: PRO: IPI # With Distributors The Licensee shall be solely responsible for ensuring that the New Song is properly credited, registered with the appropriate performing rights organizations and music publishing entities, and that all necessary steps are taken to guarantee that the Licensor receives their equitable share of royalties, revenues, and credits as stipulated in this Agreement. Consideration In consideration for the rights granted under this agreement, Licensee shall pay to licensor the sum of [price_words] ($[price_amount]) US dollars and other good and valuable consideration, payable to «José C. Soria», receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the licensor shall have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law, including, without limitation, the United States Copyright Act, as amended. Credit Licensee shall have the right to use and permit others to use Licensor's ("Producer") approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a "producer" and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: "Produced by Kooly". Breach by Licensee Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Licensor's sole discretion, the termination of Licensee's rights hereunder. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees. Warranties, Representations and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. Licensor 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. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "Owner") without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that "samples" were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such "sample" from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. Miscellaneous This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This license is non-transferable and is limited to the Beat specified above, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives. 14. Technical Warranty (7-day) Licensor warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, Licensee identifies a technical defect (corrupted audio, desynchronized stems, unreadable file format, or files missing relative to the tier delivered), Licensor shall remedy the defect at no cost or, at Licensee's election, refund the License Fee under the Refund Policy. This warranty covers the technical fitness of the delivered files only. It does NOT cover the commercial performance of any release that incorporates the Beat, the artistic suitability of the Beat for Licensee's creative purpose, or any change of taste or strategy by Licensee after delivery. 10.b Mandatory Producer Credit For the avoidance of doubt, the producer credit set forth in Section 10 above is a MANDATORY condition of this License (not a discretionary best-efforts obligation). The credit "Prod. by Kooly" must appear (i) in the metadata of every digital release that incorporates the New Song, (ii) in the description or liner notes of every video release, and (iii) in any tracklist accompanying a physical release. Persistent failure to display the credit, after written notice from Licensor and a reasonable opportunity to cure, constitutes a Revocation Ground under Section 11. 15. Producer Services Included with Project Tier (a) One (1) Minor Arrangement Revision. Within thirty (30) days of delivery, Licensee may request one (1) minor revision to the Beat's arrangement (e.g. change the position or duration of an existing section, mute or restore an existing layer, adjust the placement of a transition). The revision is "minor" if it can be completed by Licensor without re-recording any instrument, re-composing any melodic or harmonic content, or sourcing new instrumentation. Requests outside this scope are not covered by the Project tier and will be quoted as separate paid work. (b) Thirty-Minute Producer Orientation Session. Licensee may schedule one (1) thirty (30)-minute session with Licensor (video call or voice call). The session is limited in scope to discussion and feedback on the production of the Beat (arrangement, sound selection, performance direction). It is NOT a mixing engagement, NOT a mastering engagement, and NOT a recording session. Mixing, mastering and additional production work are available as separate paid services and are not included in the License Fee.

THIS [license_name] AGREEMENT is made on [date] («Effective Date») by and between [buyer_name] (hereinafter referred to as the «Licensee»), and José C. Soria («Producer»). (hereinafter referred to as the «Licensor»). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled [beat_title] («Beat») as of and prior to the date first written above. The Beat, including the music thereof, was composed by José C. Soria, who is professionally known as Kooly. This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein. 1. License Fee The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid. 2. Delivery of the Beat Licensor agrees to deliver the Beat as high quality, so called "untagged", MP3, WAV files and Tracked Out WAV files, as such terms are understood in the music industry. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the address Licensee provided to Licensor. 3. Term The Term of this Agreement shall be five (5) years and this license shall expire on the five (5) year anniversary of the Effective Date. 4. Use of the Beat In consideration for Licensee's payment of the License Fee, the Licensor hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) "New Song." Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter be referred to as the "New Song". Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release. Licensee is not allowed to add new instrumentation to the beat or modify the Beat without written consent of the Licensor. This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a non-exclusive basis and Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees. i. Distribution: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the «Recordings», and individually, a «Recording») worldwide for up to the pressing or selling an unlimited amount of copies of such Recordings or any combination of such Recordings. ii. Streaming: Additionally, licensee shall be permitted to distribute unlimited free internet downloads or streams for non-profit and non-commercial use. This license allows unlimited monetized audio streams to sites like Spotify, RDIO, Rhapsody. This license grants licensee permission to monetization on YouTube. iii. Synchronization: The Licensor hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for unlimited (monetized) video streams on all total sites. A separate synchronisation license will need to be purchased for distribution of video to Television, Film or Video game. iv. Broadcasting: The Licensor hereby grants to Licensee broadcasting rights for broadcasting on an unlimited amount of Radio Stations. v. Live Performances: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in unlimited non-profit performances, shows, or concerts. Licensee is granted the right to receive compensation from performances with this license. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder. Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor in connection with the use/exploitation of the New Song as set forth in this Agreement. 5. Restrictions on the Use of the Beat Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below: The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party; Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein. Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples". Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work"; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees. 6. Ownership The Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor's rights hereunder, and Licensee hereby grants to Licensor the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Licensor. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you. 7. Writer's Share and Publishing Rights With respect to the publishing rights and ownership of the underlying compositions embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the New Song shall be owned/split between them as follows: i. Licensee shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Lyrics. ii. Licensor shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Music. iii. Both Licensee and Licensor shall each own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the publishing rights associated with the New Song, which includes the right to license, collect, and administer the composition for publication and distribution. iv. With respect to distribution royalties (Spotify, Apple Music, Youtube Music, Deezer, etc.), specifically mechanical royalties generated from the use of the New Song, the split shall be as follows: Licensee shall be entitled to Eighty Percent (80%) of such royalties, while Licensor shall receive Twenty Percent (20%), reflecting their respective shares in the composition's publishing rights and Writer's Share. 8. Registering the New Song With your PRO In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Licensor's / Producer's share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher's share of the New Song. Name: PRO: IPI # With Distributors The Licensee shall be solely responsible for ensuring that the New Song is properly credited, registered with the appropriate performing rights organizations and music publishing entities, and that all necessary steps are taken to guarantee that the Licensor receives their equitable share of royalties, revenues, and credits as stipulated in this Agreement. 9. Consideration In consideration for the rights granted under this agreement, Licensee shall pay to licensor the sum of [price_words] ($[price_amount]) US dollars and other good and valuable consideration, payable to «José C. Soria», receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the licensor shall have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law, including, without limitation, the United States Copyright Act, as amended. 10. Credit Licensee shall have the right to use and permit others to use Licensor's ("Producer") approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a "producer" and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: "Produced by Kooly". 11. Breach by Licensee Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Licensor's sole discretion, the termination of Licensee's rights hereunder. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees. 12. Warranties, Representations and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. Licensor 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. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "Owner") without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that "samples" were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such "sample" from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. 13. Miscellaneous This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This license is non-transferable and is limited to the Beat specified above, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives. 14. Technical Warranty (7-day) Licensor warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, Licensee identifies a technical defect (corrupted audio, desynchronized stems, unreadable file format, or files missing relative to the tier delivered), Licensor shall remedy the defect at no cost or, at Licensee's election, refund the License Fee under the Refund Policy. This warranty covers the technical fitness of the delivered files only. It does NOT cover the commercial performance of any release that incorporates the Beat, the artistic suitability of the Beat for Licensee's creative purpose, or any change of taste or strategy by Licensee after delivery. 10.b Mandatory Producer Credit For the avoidance of doubt, the producer credit set forth in Section 10 above is a MANDATORY condition of this License (not a discretionary best-efforts obligation). The credit "Prod. by Kooly" must appear (i) in the metadata of every digital release that incorporates the New Song, (ii) in the description or liner notes of every video release, and (iii) in any tracklist accompanying a physical release. Persistent failure to display the credit, after written notice from Licensor and a reasonable opportunity to cure, constitutes a Revocation Ground under Section 11.

THIS LICENSE AGREEMENT is made on [date] («Effective Date») by and between [buyer_name] (hereinafter referred to as the «Client»), and José C. Soria (hereinafter referred to as the «Producer»). Producer warrants that it controls the mechanical rights in and to the copyrighted musical work entitled [beat_title] («Composition») as of and prior to the date first written above. The Composition, including the music thereof, was composed by José C. Soria, who is professionally known as Kooly. Both parties hereby agree as follows: 1. COMPENSATION As full and final consideration for Producer's services and for all rights granted in the Agreement and hereunder, including without limitation the rights granted under Section 6 hereinbelow, Client shall pay to Producer: (I) the recoupable advance as set forth in Section 2 hereinbelow; and (II) the Producer royalty set forth in Section 3 hereinbelow. 2. ADVANCE Client shall pay Producer, as a recoupable advance against Producer Royalties that may become due hereunder, the sum of $[price_amount] (the "Advance"). 3. ROYALTIES (a) Client shall pay the producer a royalty on all exploitations of Master, including without limitation net profits (defined below) of full-priced top-line Albums (including without limitation EPs) embodying the Master at a basic rate of three percent (3%) of the retail base price or the equivalent purchase price to dealers of such Albums or EPs (the "Producer Royalty"). The basic rate shall be prorated based on a fraction, the numerator of which shall be the total number of Master recorded hereunder and embodied on the Album or EP and the denominator of which is the total number of royalty-bearing master recordings (including the Master) embodied on such phonorecord. Net Profits shall be defined as follows: "Gross Income" as defined below, minus "Expenses", as defined below. Gross Income shall be any and all income monies received by Client from the exploitation of the Song, including from sale, license, assignment, lease, or rental of the Song or any other use thereof, including sale or license of phonorecords in any media now known or hereinafter developed throughout the world for as long as Client receives income from such exploitation. Expenses shall mean any actual recording costs paid by Client, except the royalty payable to Producer hereunder, including without limitation fees to session musicians, engineers, mixing, mastering, sample and clearance costs, and the Advance. Basically, the Producer will receive 3% of gross income from the exploitation of his Instrumental, minus production costs and Advance. (b) If the Master embody any composition that is wholly or partly written, owned or controlled by Producer or any person or entity in which Producer has a direct or indirect interest, (a «Controlled Composition»), then Producer hereby grants to Client and Client's assignees, in perpetuity a license to exploit any such Controlled Composition in all forms and configurations of phonorecords and audiovisual recordings in any and all media in connection with such Master. In consideration for the license to reproduce such Controlled Compositions mechanically, Client shall pay to Producer a so-called «mechanical royalty» for net sales of the applicable Album (or Master as the case may be) embodying such Controlled Composition equal to the minimum statutory rate applicable to the use of musical compositions on audio recordings under the United States copyright law effective on the date hereof. Mechanical royalties payable in connection with any such Controlled Compositions will otherwise be accounted for, calculated and paid on the same basis (e.g., reductions, deductions, prorations, non-payments, etc.) Both Client and Producer agreed upon executing the split-sheet, attached hereto as "Split-Sheet," accordingly to agreements made prior to this agreement. 4. TERM The term of this Agreement shall commence as of the date hereof and shall continue until either party terminates the Agreement upon thirty (30) days' notice to other party of valid breaching of agreement. 5. NOTICE OF OUTSTANDING CLIENTS The Client hereby understands that the underlying musical composition produced/created by Producer that make up part of the whole of the Master ("musical composition") may have been non-exclusively licensed by other third-parties. Also, that those licenses will remain valid for the remainder of their licensing terms, even after the induction of this agreement. Producer agrees to completely refrain from licensing Beats, whether non-exclusively or exclusively, to any other third-party upon the execution of this agreement, along with compensation paid to Producer by Client outlined in this agreement. Client indemnifies and holds Producer harmless for any damaging circumstances caused by the exploitation of the "musical composition" by any prior third-party non-exclusive Client of the musical composition. 6. GRANT OF RIGHTS (a) Master shall be the sole property of Client throughout the universe, free from any claims whatsoever by Producer, with the exception of Producer's right to jointly claim copyright authorship of the underlying musical compositions, alongside any other parties listed as "writers" in Split-Sheet A; and Client shall have the exclusive right to copyright such Master (as "sound recordings") in his/her name as the owner and author thereof and to secure any and all renewals and extensions of such copyrights. (b) Without limiting the generality of the foregoing, Client and any person authorized by Client shall have the unlimited exclusive right, throughout the universe, to manufacture records by any method, now or hereafter known, be it physical or digital, derived from the musical composition made hereunder, and to sell, market, transfer or otherwise deal in the same, under any trademarks, trade names and labels, or to refrain from such manufacture, sale and dealing. Such rights shall exist for the duration of the copyrights in such records. (c) Client and Distributor have the exclusive right to distribute the Master directly to consumers by means of any and all media, including, without limitation, by means of electronic transmissions. Note that it applies only to the recording, not to the underlying musical composition. So, since the Producer contributed to creating the Master by composing the musical composition, he retains his ownership of that part contained in the recording. (d) Client and any Person authorized by Client each shall have the exclusive right throughout the universe, and may grant to others the right, to reproduce, print, publish, or disseminate in any medium Producer's name, portraits, pictures, likenesses and biographical material as news or information, or for the purposes of trade, or for advertising purposes in connection with Master hereunder. During the Term of this Agreement, neither Client nor the Producer shall authorize any Party other than Client to use the Producer name or likeness in connection with the advertising or sale of Master. As used in this Agreement, "name" shall include, without limitation, any professional names. 7. ACCOUNTING AND PAYMENT Client shall account to Producer on a semi-annual basis starting December 31st of the year of the induction of this agreement, and continue so long as Net Profits are earned, by furnishing statements and any payments due to Producer after deduction of permissible Expenses. Each such accounting statement shall include a description of any transaction subject to this Client's Initials Agreement including identification of any third party, the amount paid and the nature of the products and/or services for which payment was made. Each such accounting statement shall cover all relevant transactions for the immediately preceding semi-annual period. 8. AUDIT (a) Producer shall have the right, at any time, to give Client written notice of Producer's intention to examine Client's books and records with respect to each royalty statement. Such examination shall occur no more than twice each year and be commenced no sooner than one (1) month and no later than three (3) months after the date of such notice, at Producer's sole cost and expense. Such examination shall be made during Client's usual business hours at the place where Client maintains the books and records which relate to Producer, and which are necessary to verify the accuracy of the statement or statements specified in Producer's notice to Client. (b) Producer acknowledges that Client's books and records contain confidential trade information. Neither Producer nor Producer's representatives will communicate to others, or use on behalf of any other person, any facts or information obtained as a result of such examination of Client's books and records, except as may be required by law or judicial decree. 9. LEGAL COUNSEL Client hereby acknowledges that he has sought and received legal advice from independent counsel or that he has voluntarily waived his right to independent counsel with respect to the terms and provision contained in this Agreement. 10. NOTICES Notices, reports, accountings or other communication which the Producer or the Client may be required or desire to send to the other, must be delivered EITHER by (a) Certified mail, return receipt requested to the parties at the addresses first written above or other address to be designated by Producer or Clients (b) Electronic mail at the following addresses: (i) for Client: [buyer_email] (ii) for Producer: kooly@itskooly.com 11. ENFORCEMENT If any provision of this Agreement shall be found invalid or unenforceable, then such provision shall not invalidate or in any way affect the enforceability of the remainder of this Agreement. 12. WARRANTIES AND REPRESENTATIONS Producer hereby agrees that he has the right to enter into this Agreement. He further warrants that no material contributed by him to the Instrumental violates any rights of any third party, and more specifically that he has not used any samples of any other copyright work without the express prior written permission of the Client. 13. INDEMNIFICATION Producer hereby agrees to and does indemnify, save, and hold Client harmless from all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorney's 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 Producer in this Agreement. Producer agrees to reimburse Client, on demand, for any payment made by Client or Client's designee(s) at any time with respect to any such damage, liability, cost, loss or expense to which the foregoing indemnity applies. 14. Technical Warranty (7-day) Producer warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, Client identifies a technical defect (corrupted audio, desynchronized stems, unreadable file format, missing files), Producer shall remedy the defect at no cost or, at Client's election, refund the Advance under the Refund Policy. This warranty covers the technical fitness of the delivered files only. It does NOT cover the commercial performance of any release that incorporates the Composition. 15. Producer Credit (Optional) Producer credit (e.g. "Prod. by Kooly") is OPTIONAL under this Exclusive Agreement. Client may, but is not required to, credit Producer in releases incorporating the Master. Where Client elects to give credit, Client shall use the form "Prod. by Kooly" unless otherwise agreed in writing. 16. Permanent Removal — No Reversion Upon execution of this Agreement and payment of the Advance, the Composition is permanently removed from Producer's catalog and from any third-party catalog or marketplace through which Producer distributes the Composition. Producer shall not re-license the Composition to any third party, exclusively or non-exclusively, after the Effective Date (subject only to the pre-existing non-exclusive Licenses described in Section 5 above). For the avoidance of doubt, this Agreement contains NO REVERSION CLAUSE: the grant of rights in Section 6 is not contingent on commercial release, marketing milestones, sales thresholds, public availability of the Master, or any other post-Effective-Date condition. The Master grant is final upon payment of the Advance. 17. Mix, Master and Producer Session (Included in Advance) The Advance includes, without separate invoice: (a) a professional mix of the Master prepared by Producer, (b) a platform-ready master suitable for distribution on Spotify, Apple Music and equivalent streaming services, and (c) a one (1)-hour producer session with Client (creative direction, custom adjustments to the Composition, vision alignment). These deliverables form part of the consideration paid under Section 2 and shall not give rise to any additional charge.

THIS [license_name] AGREEMENT is made on [date] («Effective Date») by and between [buyer_name] (hereinafter referred to as the «Licensee»), and José C. Soria («Producer»). (hereinafter referred to as the «Licensor»). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled [beat_title] («Beat») as of and prior to the date first written above. The Beat, including the music thereof, was composed by José C. Soria, who is professionally known as Kooly. This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein. 1. License Fee The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid. 2. Delivery of the Beat Licensor agrees to deliver the Beat as high quality, so called "untagged", MP3 file. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the address Licensee provided to Licensor. 3. Term The Term of this Agreement shall be five (5) years and this license shall expire on the five (5) year anniversary of the Effective Date. 4. Use of the Beat In consideration for Licensee's payment of the License Fee, the Licensor hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) "New Song." Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter be referred to as the "New Song". Licensee is not allowed to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release. Licensee is not allowed to add new instrumentation to the beat or modify the Beat. This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a non-exclusive basis and Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees. i. Distribution: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the «Recordings», and individually, a «Recording») worldwide for up to the pressing or selling a total of Five Thousand (5,000) copies of such Recordings or any combination of such Recordings. ii. Streaming: Additionally, licensee shall be permitted to distribute unlimited free internet downloads or streams for non-profit and non-commercial use. This license allows up to Three Hundred and Fifty Thousand (350,000) monetized audio streams to sites like Spotify, RDIO, Rhapsody but not eligible for monetization on YouTube. iii. Synchronization: The Licensor hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for up to Three Hundred and Fifty Thousand (350,000) non-monetized video streams on all total sites but not eligible for monetization on YouTube. A separate synchronisation license will need to be purchased for distribution of video to Television, Film or Video game. iv. Broadcasting: The Licensee is not allowed to broadcast the New Song on radio. v. Live Performances: Licensee is not allowed to perform with the Beat in non-profit or paid live performances. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder. Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor in connection with the use/exploitation of the New Song as set forth in this Agreement. 5. Restrictions on the Use of the Beat Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below: The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party; Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein. Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples". Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work"; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees. 6. Ownership The Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor's rights hereunder, and Licensee hereby grants to Licensor the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Licensor. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you. 7. Writer's Share and Publishing Rights With respect to the publishing rights and ownership of the underlying compositions embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the New Song shall be owned/split between them as follows: i. Licensee shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Lyrics. ii. Licensor shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Music. iii. Both Licensee and Licensor shall each own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the publishing rights associated with the New Song, which includes the right to license, collect, and administer the composition for publication and distribution. iv. With respect to distribution royalties (Spotify, Apple Music, Youtube Music, Deezer, etc.), specifically mechanical royalties generated from the use of the New Song, the split shall be as follows: Licensee shall be entitled to Fifty Percent (50%) of such royalties, while Licensor shall receive Fifty Percent (50%), reflecting their respective shares in the composition's publishing rights and Writer's Share. 8. Registering the New Song With your PRO In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Licensor's / Producer's share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher's share of the New Song. Name: PRO: IPI # With Distributors The Licensee shall be solely responsible for ensuring that the New Song is properly credited, registered with the appropriate performing rights organizations and music publishing entities, and that all necessary steps are taken to guarantee that the Licensor receives their equitable share of royalties, revenues, and credits as stipulated in this Agreement. 9. Consideration In consideration for the rights granted under this agreement, Licensee shall pay to licensor the sum of [price_words] ($[price_amount]) US dollars and other good and valuable consideration, payable to «José C. Soria», receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the licensor shall have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law. 10. Credit Licensee shall have the right to use and permit others to use Licensor's ("Producer") approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a "producer" and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: "Produced by Kooly". 11. Breach by Licensee Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Licensor's sole discretion, the termination of Licensee's rights hereunder. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees. 12. Warranties, Representations and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. Licensor 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. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "Owner") without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that "samples" were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such "sample" from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. 13. Miscellaneous This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This license is non-transferable and is limited to the Beat specified above, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives. 14. Technical Warranty (7-day) Licensor warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, Licensee identifies a technical defect (corrupted audio, desynchronized stems, unreadable file format, or files missing relative to the tier delivered), Licensor shall remedy the defect at no cost or, at Licensee's election, refund the License Fee under the Refund Policy. This warranty covers the technical fitness of the delivered files only. It does NOT cover the commercial performance of any release that incorporates the Beat, the artistic suitability of the Beat for Licensee's creative purpose, or any change of taste or strategy by Licensee after delivery. 10.b Mandatory Producer Credit For the avoidance of doubt, the producer credit set forth in Section 10 above is a MANDATORY condition of this License (not a discretionary best-efforts obligation). The credit "Prod. by Kooly" must appear (i) in the metadata of every digital release that incorporates the New Song, (ii) in the description or liner notes of every video release, and (iii) in any tracklist accompanying a physical release. Persistent failure to display the credit, after written notice from Licensor and a reasonable opportunity to cure, constitutes a Revocation Ground under Section 11.

THIS [license_name] AGREEMENT is made on [date] («Effective Date») by and between [buyer_name] (hereinafter referred to as the «Licensee»), and José C. Soria («Producer»). (hereinafter referred to as the «Licensor»). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled [beat_title] («Beat») as of and prior to the date first written above. The Beat, including the music thereof, was composed by José C. Soria, who is professionally known as Kooly. This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein. 1. License Fee The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid. 2. Delivery of the Beat Licensor agrees to deliver the Beat as high quality, so called "untagged", MP3 and WAV files. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the address Licensee provided to Licensor. 3. Term The Term of this Agreement shall be five (5) years and this license shall expire on the five (5) year anniversary of the Effective Date. 4. Use of the Beat In consideration for Licensee's payment of the License Fee, the Licensor hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) "New Song." Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter be referred to as the "New Song". Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release. Licensee is not allowed to add new instrumentation to the beat or modify the Beat without written consent of the Licensor. This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a non-exclusive basis and Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees. i. Distribution: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the «Recordings», and individually, a «Recording») worldwide for up to the pressing or selling a total of Ten Thousand (10,000) copies of such Recordings or any combination of such Recordings. ii. Streaming: Additionally, licensee shall be permitted to distribute unlimited free internet downloads or streams for non-profit and non-commercial use. This license allows up to Five Hundred Thousand (500,000) monetized audio streams to sites like Spotify, RDIO, Rhapsody and Licensee is additionally granted YouTube Content ID monetization rights on the official New Song release. iii. Synchronization: The Licensor hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for up to 500,000 non-monetized video streams on all total sites and Licensee is additionally granted YouTube Content ID monetization rights on the official New Song release. A separate synchronisation license will need to be purchased for distribution of video to Television, Film or Video game. iv. Broadcasting: The Licensor hereby grants to Licensee broadcasting rights up to 2 Radio Stations. v. Live Performances: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in unlimited non-profit performances, shows, or concerts. Licensee is granted the right to receive compensation from performances with this license. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder. Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor in connection with the use/exploitation of the New Song as set forth in this Agreement. 5. Restrictions on the Use of the Beat Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below: The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party; Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein. Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples". Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work"; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees. 6. Ownership The Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor's rights hereunder, and Licensee hereby grants to Licensor the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Licensor. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you. 7. Writer's Share and Publishing Rights With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows: i. Licensee shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the underlying composition. Specifically, the Lyrics. ii. Licensor shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the underlying composition. Specifically, the Music. iii. Both Licensee and Licensor shall each own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the publishing rights associated with the New Song, which includes the right to license, collect, and administer the composition for publication and distribution. iv. With respect to distribution royalties (Spotify, Apple Music, Youtube Music, Deezer, etc.), specifically mechanical royalties generated from the use of the New Song, the split shall be as follows: Licensee shall be entitled to Fifty Percent (50%) of such royalties, while Licensor shall receive Fifty Percent (50%), reflecting their respective shares in the composition's publishing rights and Writer's Share. 8. Registering the New Song With your PRO In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Licensor's / Producer's share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher's share of the New Song. Name: PRO: IPI # With Distributors The Licensee shall be solely responsible for ensuring that the New Song is properly credited, registered with the appropriate performing rights organizations and music publishing entities, and that all necessary steps are taken to guarantee that the Licensor receives their equitable share of royalties, revenues, and credits as stipulated in this Agreement. 9. Consideration In consideration for the rights granted under this agreement, Licensee shall pay to licensor the sum of [price_words] ($[price_amount]) US dollars and other good and valuable consideration, payable to «José C. Soria», receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the licensor shall have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law, including, without limitation, the United States Copyright Act, as amended. 10. Credit Licensee shall have the right to use and permit others to use Licensor's ("Producer") approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a "producer" and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: "Produced by Kooly". 11. Breach by Licensee Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Licensor's sole discretion, the termination of Licensee's rights hereunder. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees. 12. Warranties, Representations and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. Licensor 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. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "Owner") without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that "samples" were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such "sample" from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. 13. Miscellaneous This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This license is non-transferable and is limited to the Beat specified above, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives. 14. Technical Warranty (7-day) Licensor warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, Licensee identifies a technical defect (corrupted audio, desynchronized stems, unreadable file format, or files missing relative to the tier delivered), Licensor shall remedy the defect at no cost or, at Licensee's election, refund the License Fee under the Refund Policy. This warranty covers the technical fitness of the delivered files only. It does NOT cover the commercial performance of any release that incorporates the Beat, the artistic suitability of the Beat for Licensee's creative purpose, or any change of taste or strategy by Licensee after delivery. 10.b Mandatory Producer Credit For the avoidance of doubt, the producer credit set forth in Section 10 above is a MANDATORY condition of this License (not a discretionary best-efforts obligation). The credit "Prod. by Kooly" must appear (i) in the metadata of every digital release that incorporates the New Song, (ii) in the description or liner notes of every video release, and (iii) in any tracklist accompanying a physical release. Persistent failure to display the credit, after written notice from Licensor and a reasonable opportunity to cure, constitutes a Revocation Ground under Section 11.

THIS [license_name] AGREEMENT is made on [date] («Effective Date») by and between [buyer_name] (hereinafter referred to as the «Licensee»), and José C. Soria («Producer»). (hereinafter referred to as the «Licensor»). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled [beat_title] («Beat») as of and prior to the date first written above. The Beat, including the music thereof, was composed by José C. Soria, who is professionally known as Kooly. This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein. License Fee The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid. Delivery of the Beat Licensor agrees to deliver the Beat as high quality, so called "untagged", MP3, WAV files and Tracked Out WAV files, as such terms are understood in the music industry. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the address Licensee provided to Licensor. Term The Term of this Agreement shall be five (5) years and this license shall expire on the five (5) year anniversary of the Effective Date. Use of the Beat In consideration for Licensee's payment of the License Fee, the Licensor hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) "New Song." Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter be referred to as the "New Song". Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release. Licensee is not allowed to add new instrumentation to the beat or modify the Beat without written consent of the Licensor. This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a non-exclusive basis and Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees. i. Distribution: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the «Recordings», and individually, a «Recording») worldwide for up to the pressing or selling a total of Fifty Thousand (50,000) copies of such Recordings or any combination of such Recordings. ii. Streaming: Additionally, licensee shall be permitted to distribute unlimited free internet downloads or streams for non-profit and non-commercial use. This license allows up to One Million (1,000,000) monetized audio streams to sites like Spotify, RDIO, Rhapsody, and Licensee is additionally granted YouTube Content ID monetization rights on the official New Song release. iii. Synchronization: The Licensor hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for up to One Million (1,000,000) video streams on all total sites, monetizable on YouTube via Content ID. Monetization on other platforms requires a separate sync agreement. A separate synchronisation license will need to be purchased for distribution of video to Television, Film or Video game. iv. Broadcasting: The Licensor hereby grants to Licensee broadcasting rights for broadcasting on an unlimited amount of Radio Stations. v. Live Performances: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in unlimited non-profit and for-profit performances, shows, or concerts. Licensee is granted the right to receive compensation from performances with this license. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder. Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor in connection with the use/exploitation of the New Song as set forth in this Agreement. Restrictions on the Use of the Beat Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below: The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party; Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein. Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples". Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work"; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees. Ownership The Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor's rights hereunder, and Licensee hereby grants to Licensor the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Licensor. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you. Writer's Share and Publishing Rights With respect to the publishing rights and ownership of the underlying compositions embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the New Song shall be owned/split between them as follows: i. Licensee shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Lyrics. ii. Licensor shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Music. iii. Both Licensee and Licensor shall each own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the publishing rights associated with the New Song, which includes the right to license, collect, and administer the composition for publication and distribution. iv. With respect to distribution royalties (Spotify, Apple Music, Youtube Music, Deezer, etc.), specifically mechanical royalties generated from the use of the New Song, the split shall be as follows: Licensee shall be entitled to Eighty Percent (80%) of such royalties, while Licensor shall receive Twenty Percent (20%), reflecting their respective shares in the composition's publishing rights and Writer's Share. Registering the New Song With your PRO In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Licensor's / Producer's share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher's share of the New Song. Name: PRO: IPI # With Distributors The Licensee shall be solely responsible for ensuring that the New Song is properly credited, registered with the appropriate performing rights organizations and music publishing entities, and that all necessary steps are taken to guarantee that the Licensor receives their equitable share of royalties, revenues, and credits as stipulated in this Agreement. Consideration In consideration for the rights granted under this agreement, Licensee shall pay to licensor the sum of [price_words] ($[price_amount]) US dollars and other good and valuable consideration, payable to «José C. Soria», receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the licensor shall have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law, including, without limitation, the United States Copyright Act, as amended. Credit Licensee shall have the right to use and permit others to use Licensor's ("Producer") approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a "producer" and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: "Produced by Kooly". Breach by Licensee Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Licensor's sole discretion, the termination of Licensee's rights hereunder. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees. Warranties, Representations and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. Licensor 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. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "Owner") without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that "samples" were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such "sample" from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. Miscellaneous This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This license is non-transferable and is limited to the Beat specified above, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives. 14. Technical Warranty (7-day) Licensor warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, Licensee identifies a technical defect (corrupted audio, desynchronized stems, unreadable file format, or files missing relative to the tier delivered), Licensor shall remedy the defect at no cost or, at Licensee's election, refund the License Fee under the Refund Policy. This warranty covers the technical fitness of the delivered files only. It does NOT cover the commercial performance of any release that incorporates the Beat, the artistic suitability of the Beat for Licensee's creative purpose, or any change of taste or strategy by Licensee after delivery. 10.b Mandatory Producer Credit For the avoidance of doubt, the producer credit set forth in Section 10 above is a MANDATORY condition of this License (not a discretionary best-efforts obligation). The credit "Prod. by Kooly" must appear (i) in the metadata of every digital release that incorporates the New Song, (ii) in the description or liner notes of every video release, and (iii) in any tracklist accompanying a physical release. Persistent failure to display the credit, after written notice from Licensor and a reasonable opportunity to cure, constitutes a Revocation Ground under Section 11. 15. Producer Services Included with Project Tier (a) One (1) Minor Arrangement Revision. Within thirty (30) days of delivery, Licensee may request one (1) minor revision to the Beat's arrangement (e.g. change the position or duration of an existing section, mute or restore an existing layer, adjust the placement of a transition). The revision is "minor" if it can be completed by Licensor without re-recording any instrument, re-composing any melodic or harmonic content, or sourcing new instrumentation. Requests outside this scope are not covered by the Project tier and will be quoted as separate paid work. (b) Thirty-Minute Producer Orientation Session. Licensee may schedule one (1) thirty (30)-minute session with Licensor (video call or voice call). The session is limited in scope to discussion and feedback on the production of the Beat (arrangement, sound selection, performance direction). It is NOT a mixing engagement, NOT a mastering engagement, and NOT a recording session. Mixing, mastering and additional production work are available as separate paid services and are not included in the License Fee.

THIS [license_name] AGREEMENT is made on [date] («Effective Date») by and between [buyer_name] (hereinafter referred to as the «Licensee»), and José C. Soria («Producer»). (hereinafter referred to as the «Licensor»). Licensor warrants that it controls the mechanical rights in and to the copyrighted musical work entitled [beat_title] («Beat») as of and prior to the date first written above. The Beat, including the music thereof, was composed by José C. Soria, who is professionally known as Kooly. This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all terms and conditions set forth herein. 1. License Fee The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Licensor in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid. 2. Delivery of the Beat Licensor agrees to deliver the Beat as high quality, so called "untagged", MP3, WAV files and Tracked Out WAV files, as such terms are understood in the music industry. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the address Licensee provided to Licensor. 3. Term The Term of this Agreement shall be five (5) years and this license shall expire on the five (5) year anniversary of the Effective Date. 4. Use of the Beat In consideration for Licensee's payment of the License Fee, the Licensor hereby grants Licensee a limited non-exclusive, non-transferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) "New Song." Licensee may create the New Song by recording his/her written lyrics over the Beat. The new song created by the Licensee which incorporates some or all of the Beat shall hereinafter be referred to as the "New Song". Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release. Licensee is not allowed to add new instrumentation to the beat or modify the Beat without written consent of the Licensor. This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a non-exclusive basis and Licensor shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees. i. Distribution: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the «Recordings», and individually, a «Recording») worldwide for up to the pressing or selling an unlimited amount of copies of such Recordings or any combination of such Recordings. ii. Streaming: Additionally, licensee shall be permitted to distribute unlimited free internet downloads or streams for non-profit and non-commercial use. This license allows unlimited monetized audio streams to sites like Spotify, RDIO, Rhapsody. This license grants licensee permission to monetization on YouTube. iii. Synchronization: The Licensor hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for unlimited (monetized) video streams on all total sites. A separate synchronisation license will need to be purchased for distribution of video to Television, Film or Video game. iv. Broadcasting: The Licensor hereby grants to Licensee broadcasting rights for broadcasting on an unlimited amount of Radio Stations. v. Live Performances: The Licensor hereby grants to Licensee a non-exclusive license to use the New Song in unlimited non-profit performances, shows, or concerts. Licensee is granted the right to receive compensation from performances with this license. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song for its rights under this provision to vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder. Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Licensor in connection with the use/exploitation of the New Song as set forth in this Agreement. 5. Restrictions on the Use of the Beat Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below: The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party; Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein. Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called "samples". Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other person who is working on the New Song. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a "derivative work"; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees. 6. Ownership The Licensor is and shall remain the sole owner and holder of all right, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor's rights hereunder, and Licensee hereby grants to Licensor the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Licensor. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you. 7. Writer's Share and Publishing Rights With respect to the publishing rights and ownership of the underlying compositions embodied in the New Song, the Licensee and the Licensor hereby acknowledge and agree that the New Song shall be owned/split between them as follows: i. Licensee shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Lyrics. ii. Licensor shall own and control Fifty Percent (50%) of the so-called "Writer's Share" of the New Song, specifically, the Music. iii. Both Licensee and Licensor shall each own, control, and administer Fifty Percent (50%) of the so-called "Publisher's Share" of the publishing rights associated with the New Song, which includes the right to license, collect, and administer the composition for publication and distribution. iv. With respect to distribution royalties (Spotify, Apple Music, Youtube Music, Deezer, etc.), specifically mechanical royalties generated from the use of the New Song, the split shall be as follows: Licensee shall be entitled to Eighty Percent (80%) of such royalties, while Licensor shall receive Twenty Percent (20%), reflecting their respective shares in the composition's publishing rights and Writer's Share. 8. Registering the New Song With your PRO In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization ("PRO"), Licensee must simultaneously identify and register the Licensor's / Producer's share and ownership interest in the composition to indicate that Licensor wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher's share of the New Song. Name: PRO: IPI # With Distributors The Licensee shall be solely responsible for ensuring that the New Song is properly credited, registered with the appropriate performing rights organizations and music publishing entities, and that all necessary steps are taken to guarantee that the Licensor receives their equitable share of royalties, revenues, and credits as stipulated in this Agreement. 9. Consideration In consideration for the rights granted under this agreement, Licensee shall pay to licensor the sum of [price_words] ($[price_amount]) US dollars and other good and valuable consideration, payable to «José C. Soria», receipt of which is hereby acknowledged. If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the licensor shall have the right to terminate License upon written notice to the Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law, including, without limitation, the United States Copyright Act, as amended. 10. Credit Licensee shall have the right to use and permit others to use Licensor's ("Producer") approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a "producer" and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: "Produced by Kooly". 11. Breach by Licensee Licensee shall have five (5) business days from its receipt of written notice by Licensor and/or Licensor's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Licensor's sole discretion, the termination of Licensee's rights hereunder. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Licensor may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Licensor from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Licensor incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees. 12. Warranties, Representations and Indemnification Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. Licensor 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. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song 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 rights of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "Owner") without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that "samples" were used by Licensor which were not affirmatively disclosed by Licensor to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such "sample" from Licensor to Licensee. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement. 13. Miscellaneous This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This license is non-transferable and is limited to the Beat specified above, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives. 14. Technical Warranty (7-day) Licensor warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, Licensee identifies a technical defect (corrupted audio, desynchronized stems, unreadable file format, or files missing relative to the tier delivered), Licensor shall remedy the defect at no cost or, at Licensee's election, refund the License Fee under the Refund Policy. This warranty covers the technical fitness of the delivered files only. It does NOT cover the commercial performance of any release that incorporates the Beat, the artistic suitability of the Beat for Licensee's creative purpose, or any change of taste or strategy by Licensee after delivery. 10.b Mandatory Producer Credit For the avoidance of doubt, the producer credit set forth in Section 10 above is a MANDATORY condition of this License (not a discretionary best-efforts obligation). The credit "Prod. by Kooly" must appear (i) in the metadata of every digital release that incorporates the New Song, (ii) in the description or liner notes of every video release, and (iii) in any tracklist accompanying a physical release. Persistent failure to display the credit, after written notice from Licensor and a reasonable opportunity to cure, constitutes a Revocation Ground under Section 11.

THIS LICENSE AGREEMENT is made on [date] («Effective Date») by and between [buyer_name] (hereinafter referred to as the «Client»), and José C. Soria (hereinafter referred to as the «Producer»). Producer warrants that it controls the mechanical rights in and to the copyrighted musical work entitled [beat_title] («Composition») as of and prior to the date first written above. The Composition, including the music thereof, was composed by José C. Soria, who is professionally known as Kooly. Both parties hereby agree as follows: 1. COMPENSATION As full and final consideration for Producer's services and for all rights granted in the Agreement and hereunder, including without limitation the rights granted under Section 6 hereinbelow, Client shall pay to Producer: (I) the recoupable advance as set forth in Section 2 hereinbelow; and (II) the Producer royalty set forth in Section 3 hereinbelow. 2. ADVANCE Client shall pay Producer, as a recoupable advance against Producer Royalties that may become due hereunder, the sum of $[price_amount] (the "Advance"). 3. ROYALTIES (a) Client shall pay the producer a royalty on all exploitations of Master, including without limitation net profits (defined below) of full-priced top-line Albums (including without limitation EPs) embodying the Master at a basic rate of three percent (3%) of the retail base price or the equivalent purchase price to dealers of such Albums or EPs (the "Producer Royalty"). The basic rate shall be prorated based on a fraction, the numerator of which shall be the total number of Master recorded hereunder and embodied on the Album or EP and the denominator of which is the total number of royalty-bearing master recordings (including the Master) embodied on such phonorecord. Net Profits shall be defined as follows: "Gross Income" as defined below, minus "Expenses", as defined below. Gross Income shall be any and all income monies received by Client from the exploitation of the Song, including from sale, license, assignment, lease, or rental of the Song or any other use thereof, including sale or license of phonorecords in any media now known or hereinafter developed throughout the world for as long as Client receives income from such exploitation. Expenses shall mean any actual recording costs paid by Client, except the royalty payable to Producer hereunder, including without limitation fees to session musicians, engineers, mixing, mastering, sample and clearance costs, and the Advance. Basically, the Producer will receive 3% of gross income from the exploitation of his Instrumental, minus production costs and Advance. (b) If the Master embody any composition that is wholly or partly written, owned or controlled by Producer or any person or entity in which Producer has a direct or indirect interest, (a «Controlled Composition»), then Producer hereby grants to Client and Client's assignees, in perpetuity a license to exploit any such Controlled Composition in all forms and configurations of phonorecords and audiovisual recordings in any and all media in connection with such Master. In consideration for the license to reproduce such Controlled Compositions mechanically, Client shall pay to Producer a so-called «mechanical royalty» for net sales of the applicable Album (or Master as the case may be) embodying such Controlled Composition equal to the minimum statutory rate applicable to the use of musical compositions on audio recordings under the United States copyright law effective on the date hereof. Mechanical royalties payable in connection with any such Controlled Compositions will otherwise be accounted for, calculated and paid on the same basis (e.g., reductions, deductions, prorations, non-payments, etc.) Both Client and Producer agreed upon executing the split-sheet, attached hereto as "Split-Sheet," accordingly to agreements made prior to this agreement. 4. TERM The term of this Agreement shall commence as of the date hereof and shall continue until either party terminates the Agreement upon thirty (30) days' notice to other party of valid breaching of agreement. 5. NOTICE OF OUTSTANDING CLIENTS The Client hereby understands that the underlying musical composition produced/created by Producer that make up part of the whole of the Master ("musical composition") may have been non-exclusively licensed by other third-parties. Also, that those licenses will remain valid for the remainder of their licensing terms, even after the induction of this agreement. Producer agrees to completely refrain from licensing Beats, whether non-exclusively or exclusively, to any other third-party upon the execution of this agreement, along with compensation paid to Producer by Client outlined in this agreement. Client indemnifies and holds Producer harmless for any damaging circumstances caused by the exploitation of the "musical composition" by any prior third-party non-exclusive Client of the musical composition. 6. GRANT OF RIGHTS (a) Master shall be the sole property of Client throughout the universe, free from any claims whatsoever by Producer, with the exception of Producer's right to jointly claim copyright authorship of the underlying musical compositions, alongside any other parties listed as "writers" in Split-Sheet A; and Client shall have the exclusive right to copyright such Master (as "sound recordings") in his/her name as the owner and author thereof and to secure any and all renewals and extensions of such copyrights. (b) Without limiting the generality of the foregoing, Client and any person authorized by Client shall have the unlimited exclusive right, throughout the universe, to manufacture records by any method, now or hereafter known, be it physical or digital, derived from the musical composition made hereunder, and to sell, market, transfer or otherwise deal in the same, under any trademarks, trade names and labels, or to refrain from such manufacture, sale and dealing. Such rights shall exist for the duration of the copyrights in such records. (c) Client and Distributor have the exclusive right to distribute the Master directly to consumers by means of any and all media, including, without limitation, by means of electronic transmissions. Note that it applies only to the recording, not to the underlying musical composition. So, since the Producer contributed to creating the Master by composing the musical composition, he retains his ownership of that part contained in the recording. (d) Client and any Person authorized by Client each shall have the exclusive right throughout the universe, and may grant to others the right, to reproduce, print, publish, or disseminate in any medium Producer's name, portraits, pictures, likenesses and biographical material as news or information, or for the purposes of trade, or for advertising purposes in connection with Master hereunder. During the Term of this Agreement, neither Client nor the Producer shall authorize any Party other than Client to use the Producer name or likeness in connection with the advertising or sale of Master. As used in this Agreement, "name" shall include, without limitation, any professional names. 7. ACCOUNTING AND PAYMENT Client shall account to Producer on a semi-annual basis starting December 31st of the year of the induction of this agreement, and continue so long as Net Profits are earned, by furnishing statements and any payments due to Producer after deduction of permissible Expenses. Each such accounting statement shall include a description of any transaction subject to this Client's Initials Agreement including identification of any third party, the amount paid and the nature of the products and/or services for which payment was made. Each such accounting statement shall cover all relevant transactions for the immediately preceding semi-annual period. 8. AUDIT (a) Producer shall have the right, at any time, to give Client written notice of Producer's intention to examine Client's books and records with respect to each royalty statement. Such examination shall occur no more than twice each year and be commenced no sooner than one (1) month and no later than three (3) months after the date of such notice, at Producer's sole cost and expense. Such examination shall be made during Client's usual business hours at the place where Client maintains the books and records which relate to Producer, and which are necessary to verify the accuracy of the statement or statements specified in Producer's notice to Client. (b) Producer acknowledges that Client's books and records contain confidential trade information. Neither Producer nor Producer's representatives will communicate to others, or use on behalf of any other person, any facts or information obtained as a result of such examination of Client's books and records, except as may be required by law or judicial decree. 9. LEGAL COUNSEL Client hereby acknowledges that he has sought and received legal advice from independent counsel or that he has voluntarily waived his right to independent counsel with respect to the terms and provision contained in this Agreement. 10. NOTICES Notices, reports, accountings or other communication which the Producer or the Client may be required or desire to send to the other, must be delivered EITHER by (a) Certified mail, return receipt requested to the parties at the addresses first written above or other address to be designated by Producer or Clients (b) Electronic mail at the following addresses: (i) for Client: [buyer_email] (ii) for Producer: kooly@itskooly.com 11. ENFORCEMENT If any provision of this Agreement shall be found invalid or unenforceable, then such provision shall not invalidate or in any way affect the enforceability of the remainder of this Agreement. 12. WARRANTIES AND REPRESENTATIONS Producer hereby agrees that he has the right to enter into this Agreement. He further warrants that no material contributed by him to the Instrumental violates any rights of any third party, and more specifically that he has not used any samples of any other copyright work without the express prior written permission of the Client. 13. INDEMNIFICATION Producer hereby agrees to and does indemnify, save, and hold Client harmless from all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorney's 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 Producer in this Agreement. Producer agrees to reimburse Client, on demand, for any payment made by Client or Client's designee(s) at any time with respect to any such damage, liability, cost, loss or expense to which the foregoing indemnity applies. 14. Technical Warranty (7-day) Producer warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, Client identifies a technical defect (corrupted audio, desynchronized stems, unreadable file format, missing files), Producer shall remedy the defect at no cost or, at Client's election, refund the Advance under the Refund Policy. This warranty covers the technical fitness of the delivered files only. It does NOT cover the commercial performance of any release that incorporates the Composition. 15. Producer Credit (Optional) Producer credit (e.g. "Prod. by Kooly") is OPTIONAL under this Exclusive Agreement. Client may, but is not required to, credit Producer in releases incorporating the Master. Where Client elects to give credit, Client shall use the form "Prod. by Kooly" unless otherwise agreed in writing. 16. Permanent Removal — No Reversion Upon execution of this Agreement and payment of the Advance, the Composition is permanently removed from Producer's catalog and from any third-party catalog or marketplace through which Producer distributes the Composition. Producer shall not re-license the Composition to any third party, exclusively or non-exclusively, after the Effective Date (subject only to the pre-existing non-exclusive Licenses described in Section 5 above). For the avoidance of doubt, this Agreement contains NO REVERSION CLAUSE: the grant of rights in Section 6 is not contingent on commercial release, marketing milestones, sales thresholds, public availability of the Master, or any other post-Effective-Date condition. The Master grant is final upon payment of the Advance. 17. Mix, Master and Producer Session (Included in Advance) The Advance includes, without separate invoice: (a) a professional mix of the Master prepared by Producer, (b) a platform-ready master suitable for distribution on Spotify, Apple Music and equivalent streaming services, and (c) a one (1)-hour producer session with Client (creative direction, custom adjustments to the Composition, vision alignment). These deliverables form part of the consideration paid under Section 2 and shall not give rise to any additional charge.

Pack Primer Lanzamiento

46%$369$199

Lanza tu primer single listo para subir. Beat + mezcla + master + recursos de distribución, todo en una compra.

• —1 Licencia Lanzamiento (a elegir del catálogo)
• —Mezcla incluida
• —Master para plataformas incluido
• BonusChecklist de distribución paso a paso(valor $15)
• BonusCreative Kit Mid — 100 sonidos de producción(valor $19)
• Bonus2 revisiones de mezcla incluidas(valor $50)

Pack Single Viral

49%$348$179

Lanza un single optimizado para TikTok, Reels y plataformas verticales. Beat con stems + mezcla + recursos de promoción.

• —1 Licencia Proyecto (con stems) a elegir
• —Mezcla incluida
• BonusBright Emotion — preset vocal para reggaetón y urbano melancólico(valor $49)
• BonusTape Pressure — preset para trap y reggaetón experimental(valor $49)
• BonusCreative Kit Mid — 100 sonidos de producción(valor $19)
• —Cheat sheet «Estrategia de Contenido TikTok e Instagram»

Pack EP / Mini-Álbum

43%$610$349

Lanza un EP de 3 canciones con identidad sonora coherente. Construye el primer ladrillo de tu proyecto musical con mezcla cohesionada.

• —3 Licencias Proyecto a elegir del catálogo
• —Mezcla cohesionada de las 3 canciones
• —Master de las 3 canciones
• BonusSesión de 45 min de dirección artística(valor $99)
• —Bundle 3 Presets Premium
• BonusCreative Kit Mid — 100 sonidos de producción(valor $19)
• BonusCover art unificado para el EP(valor $75)