1

ASSIGNMENT OF MASTER RIGHTS

The parties:

1.

The limited liability company under Swedish law,Le7els B.V., hereby duly represented by Ash
Pournouri, hereinafter referred to as Le7els
and

2. Thibaud Henry p/k/a Tybo

Hereinafter collectively referred to as Producer;
WHEREAS

Le7els wishes to license and Exploit exclusively the following master recording of the performance of the
musical composition entitled:

Avalanche (the Title) by the artist Tybo (the Artist)

including all available versions, mixes and remixes, whether now or hereafter existing
(hereinafter individually and collectively referred to as the Master(s));
II

Producer has rendered its services as a producer and/or performing artist in connection to the Master.
Producer hereby assigns and transfers to Le7els all rights in and to the Master for perpetuity, including the
exclusive right to Exploit the Master and all parts, versions and mixes of the Master in the Territory and
Exploit these in the broadest meaning possible;

III

The parties have reached agreement regarding the terms and conditions on which they are entering into
this master assignment agreement (hereinafter referred to as the Agreement);

HAVE AGREED TO THE FOLLOWING:

Article 1

Definitions

In this agreement the following terms have the following meaning:

1.1

Record(ing)(s):

1.2

Title:

1.3

Track:

1.4

Master:

1.5

Artist:

1.6

Reproduction:

1.7

Exploitation:

INITIAL LE7ELS:

every recording of image and/or information and/or sound or a combination thereof

embodied on the Master, made with the purpose of or suitable for the making of
Reproductions thereof, which are able to (simultaneously) reproduce information, image
and sound;
a work (composition) performed and recorded by an Artist on a Master (including all
versions, mixes or remixes thereof);
a part of the Master containing a Recording of a specific version of a certain Title by the
Artist whether or not made as a trial, a remix, incomplete or rejected version;
analogue or digital information carrier embodying an audio, visual or audiovisual
Recording(s) of the performance of one or more Titles, suitable for use without further
adjustment for the production of Reproductions of the highest quality;
performing artist, or group of performing artists, of whose performances Recording(s)
have been produced, and are embodied on the Master(s);Tybo
a reproduction intended for Exploitation of one or more Recordings as set out on the
Master, or parts thereof, in the form of vinyl records, in the form of ring-tones,
Downloads, music cassettes, compact discs and similar laser-read carriers and every
other audio carrier in accordance with all currently known and still unknown recording
and playing techniques;
to sell, distribute and manufacture Reproductions of the Recording(s) as embodied on
the Master(s) through all channels of distribution, whether now known or hereafter

INITIAL PRODUCER:

developed, including - but not limited to - broadcasting, all manners of distribution,

including streaming, via internet, cable, phone and mobile network;
1.8

1.9
1.10
1.11

1.12

1.13
1.14

1.15

1.16

Release:

start of the Exploitation by launching the Master, or Reproductions of the Master, to the
general public in a meaningful commercial way, in a specific configuration and in a
certain Territory subject to the terms hereof;
Compilation:
a Reproduction consisting of a collection of Tracks originating from various Masters and
various Artists;
Territory:
World
Net Invoiced Value:
the amount Armada charges any third party for the sale of the Reproduction or a form of
Exploitation of Reproduction under this agreement;
Artwork:
artwork created or used in connection with the Recordings suitable for use in the
framework of sales promotion material in whatever sense, including but not limited to
promotional material in newspapers, on the radio, television and internet, on flyers,
inlay cards, record covers, boxes and packing materials.
Album:
a Reproduction consisting of a collection of Tracks, all versions performed by a specific
Artist sufficient for the playing time of a normal CD;
Exclusivity:
the sole and exclusive right of Armada in connection to the Exploitation
of the Master and Reproductions thereof using Artists name or any variation or part
thereof as the executive Producer, presenter or other similar identifying characteristic or
which contain a featured credit for Artist shall, subject to all of the terms and restrictions
set forth herein.
Parts:
a piece of the Master which embodies the recording of an individual
instrument or voice (or group of identical instruments or voices) within a larger work
(composition).
Single:
shall mean a Recording containing of one or more Titles (not more than 4), to be
released as a Single, including all versions, mixes and remixes thereof;

Article 2

Term of the Agreement

The Term of the Agreement shall begin on the date hereof and end 9 months following the initial release of the last
Master signed hereunder. During the Term Producer warrants and represents that no other party than Le7els (and
its designees) will have the right to release or exploit master recordings in the Territory featuring the Artists
performances. Le7els shall acquire exclusive rights to use and exploit the Master in the Territory as set forth herein
during the Exploitation Period, which is hereby defined as Perpetuity.
Article 3
3.1

3.2

3.3
3.4
3.5

Assignment of rights

Hereby Producer irrevocably transfers and assigns to Le7els all rights of ownership, use and Exploitation

rights in and to the Master and the Recordings thereof. By way of the transfer of the said rights as from the
date of signing this agreement, Le7els shall be the sole owner and exclusive right holder, and is solely
permitted to Exploit the Master(s) throughout the universe and in perpetuity in the broadest meaning
possible. This transfer of rights includes the right to use and Exploit the Master and Title as specified above
in each and every form within the Territory under any name, label or trademark, with the exclusion of all
others. These rights also pertain to the rights of artists, producers and all others that have contributed in
one way or the another to the Recordings embodied on the Master and Producer declares that all rights of
third parties are hereby acknowledged and incorporated in the assignment of rights to Le7els. Le7els shall
be solely regarded and registered as the phonogram producer and master owner in connection to the
Master in the Territory and all the income out of such registration and exploitation of said phonogram
producers share of neighboring rights shall be fully for the benefit of Le7els. For the avoidance of doubt,
Artist shall be solely regarded and entitled to register as artist in connection to the neighboring rights in and
to the Master(s).
Le7els shall be entitled to transfer its rights and obligations under this Agreement wholly or in part to third
parties and/or to grant (sub)licences to third parties, in which case all of Le7elss obligations to Producer
shall remain in effect.
Producer shall not transfer or assign its rights under this agreement to any third party without the prior written
approval of Armada.
Producer is not entitled to use the Master licensed under the Agreement in a Podcast, unless this use is fully in
conformity the Le7elss Podcast guidelines.
Notwithstanding other rights granted in this Agreement, Licensor grants Le7els the non-exclusive right to
use the name, the approved artist- or project name, the trademarks and logo that is used by Producer,

INITIAL LE7ELS:

INITIAL PRODUCER:

featured Artists or other contractual parties of Producer (including the artistic way such name is being
depicted and used by the Artist), as well as any Artwork owned, designed or controlled by Producer, all in
connection with the Exploitation of the Master(s) hereunder.
Article 4 Delivery of Materials
4.1

4.2

4.3

Within 10 (ten) days after the execution hereof Producer shall deliver to Le7els the Part(s) of the Master. In
the event of a Single, the delivery will include at least 2 versions (original version with extended mix + one
additional remix) and a radio edit of the Track in the form of a production copy of the highest sound quality.
Together with the delivery of the Master Licensor shall provide Le7els at the same time with all the necessary
information that Le7els needs for the Exploitation of the same, such as, but not limited to, the Title of the
work(s) recorded, the names and if desirable the biographical particulars of all of the authors, composers,
artists, producers publishers and all others that have contribute to the Master.
The delivery of all the materials as mentioned in this article shall take place by the delivery thereof at the
address of Le7els offices or via post / e-mail and is taken in account only when a note of delivery has been
signed by Le7els, which shall not be unreasonably withheld or delayed. Licensor is fully responsible and liable
for the accuracy of all the information provided to Le7els and Licensor shall indemnify and hold Le7els
harmless with respect to any claim of any third party in respect thereto.

Article 5

Exclusivity of the Title

Producer undertakes and guarantees Le7els that the musical composition embodied on the Master shall not be
(re-) recorded, mixed, remixed or offered for Exploitation to any third party, twenty five (25) years subsequent to the
date of the release of the Master under this Agreement without the explicit approval of Le7els beforehand in
writing. Further, the above re-recording restriction shall apply to featured artists whose performances are embodied
on any Masters delivered hereunder (regardless of how such featured artists are credited).
Article 6
6.1

Royalties
As sole and only compensation for the assignment and the Exploitation of the assigned
rights under this agreement, Le7els shall compensate Producer with royalty payments per sold, paid and
non-returned Reproduction and other Exploitation methods, as listed below:
a) For each vinyl configuration Reproduction of a Single/Album sold against Full price: a royalty of 10%
(ten percent).
b) For each CD Reproduction of a Single/Album sold against Full price: a royalty of 14% (fourteen
percent);
c) In case Le7els decides to promote the sale of a Single/Album by radio- and/or TV advertising and or
marketing campaigns comparable in size and costs, Le7els shall pay Producer 50% (fifty percent) of
the royalties described in clause a) and b) for each Reproduction of a Single sold during a period
commencing 3 (three) weeks prior to the relevant campaign until 3(three) months after the relevant
campaign.
d) For each Reproduction of an in-house originated Compilation sold against Full price: a royalty of 6%
(six percent), pro-rata.
e) For each Reproduction of an in-house originated Compilation which is supported by TV/Radio
advertising sold against Full price: 50% (fifty percent) of the royalty mentioned in clause d), pro-rata;
f) For every Reproduction sold against Mid price: 2/3 (two-thirds) of the Royalties stated in clauses a) to
e);
g) For every Reproduction sold through book clubs, record clubs, mail order companies and similar
organizations: 50% (fifty percent) of the Royalties stated in clauses a) to e);
h) For every Reproduction sold as Budget: 50% (fifty percent) of the Royalties stated in clauses a) to e);
i) For the sale through digital Exploitation in whatever method (such as download and streaming),
Producer shall receive 50% (fifty percent) of above mentioned royalties in b) and d) where applicable,
calculated on the net amount received by Le7els minus, where applicable, copyright payments,
payments to third parties for transaction and/or storage costs, or taxes. In case of income derived
from advertised video's on Youtube in relation to the Tracks under this agreement, Le7els shall pay
Producer the royalties as mentioned in this article only in case of 2 million or more views on Youtube
per each specific video.
j) For the sales through any physical and/or digital Exploitation in whatever method, in the territory of
USA/Canada & Mexico initiated and marketed by Le7els
Producer shall receive 74% (seventy four percent) of the royalties as mentioned in article 6 of this
agreement.

INITIALLE7ELS:

INITIAL PRODUCER:

6.2

6.3

6.4

6.5
6.6
6.7

On all other formats not mentioned in this article and not further described in this Agreement, now known
or later developed, - including but not limited to CDs extra, Enhanced CDs, CD-ROMs and DVDs (Digital
Versatile Discs) the royalties shall amount to 50% (fifty percent) of the Royalties stated in this Agreement
in clause a) to e);
rd
On all other income from the Exploitation of the Master, including among others 3 (third) party exclusive
and non-exclusive licensing income, Producer shall receive 35% (thirty-five percent) of the net amount
received by Le7els after deduction of applicable costs, discounts and taxes. On the income derived through
digital Exploitation by third parties for sales of third party Compilation(s) and/or Single(s), Producer shall
receive the full royalty as mentioned in clause 6.1 i) of this agreement.
No Royalties are payable for:
a. Reproductions that are evidently delivered as free goods;
b. The first 250 (two hundred and fifty) sales of vinyl Reproductions;
c.
Reproductions that are evidently delivered bonus or for free to or by mail order companies, book
clubs, record clubs and similar organizations;
d. Reproductions that are evidently distributed bonus or for free for purposes of review, promotion or
publicity;
e. Reproductions that are evidently distributed as cheap samplers, for demonstrations, promotions or
campaigns or for a special promotion campaign for performances of Producer or artists in general,
including campaigns such as for the Foundation Entertainment Retail Promotion (Stichting
Entertainmentretail Promotion);
f.
Reproductions that are evidently sold for or below actual cost price and/or after removal from Le7els
Musics catalogue.
The number of Reproductions distributed in any of the manners stated in clause 6.4 shall be in
accordance with the number usual in the industry and shall be in reasonable numbers.
Le7els has the right to compensate with royalties to be paid to Producer hereunder all amount of damages
paid to any third party with respect to any infringement of rights that Producer has granted to Le7els
notwithstanding any of the other rights that Le7els may have under this agreement.
With respect to all compositions written, co-written, or controlled by the Producer , in whole or in part,
Producer shall issue to us or cause its publisher(s) to issue to Le7els mechanical licenses for exploitation of
such compositions in the United States and Canada, including digital phonorecord(s) and corresponding video
clip recording(s) delivery licenses at the following rate: the US dollar equivalent of 9% ppd pro-rated by the
number of titles on the relevant release. The resulting mechanical royalties payable under the such mechanical
licenses shall be no less than the mechanical royalties payable for such a release in Europe. Mechanical
royalties shall not be payable for records which are distributed free of charge for promotional purposes
hereunder.

Article 7
7.1

7.2

7.3

7.4
7.5
7.6
7.7

7.8

Calculation and settlement of Royalties

The payable Royalties shall be calculated on the basis of 100% (hundred percent) of the Net Invoiced Value
of all Reproductions that have been supplied, paid for, not returned and accounted to Le7els in the
relevant calendar half year.
Le7els shall send to Producer, twice a year within 90 (ninety) days after expiry of each half calendar year, a
royalty statement based on sales of Reproductions, Exploitation and license income of that particular half
calendar year, after which Le7els shall pay the royalties to Producer, within 60 (sixty) days after receipt of
an invoice from Producer.
The Royalties payable in connection to Reproductions containing other Recordings than Master(s), shall be
calculated on the basis of the number of Recordings and the total number of recordings on the
Reproduction concerned ('pro-rata'). Royalties on Recordings on interactive carriers shall be calculated
based on the storage capacity of the recordings as compared to the total storage capacity of the carriers
concerned.
Payment shall be made in Euros. License income generated outside the Sweden
shall be paid against
the official exchange rate of the currency concerned on the day of payment of the Royalties to Armada
rd
Music to by 3 (third) party Licensee.
All amounts mentioned in this Agreement are exclusive of VAT.
Le7els is allowed to make a reservation up to 25% (twenty-five percent) on physical products only. These
reserves shall be liquidated within 2 (two) accounting periods.
Le7els shall not be required to pay Producer compensation pursuant to the statements as mentioned in
paragraph 8.2 or any other statement rendered to Producer, in the event the aggregated royalty earnings
for the applicable accounting period payable to Producer are 100 (One Hundred Euro) or less. Such
statement(s) will be rendered and royalties paid with the first subsequent Statement reporting earnings in
excess of 100 (One Hundred Euros) in total.
All recoupable costs and royaltys under this agreement are to be compensated cross collateral against any
other agreements with Le7els .

INITIAL LE7ELS:

INITIAL PRODUCER:

7.9

The Royalties and Recoupable costs as mentioned in this agreement will be accounted as following: 50% to
Henry Thibaud.

Article 8
8.1

8.2

8.3

8.4

8.5
8.6

8.7

8.8

Le7els is authorized to make one or more remixes of any Master licensed to her under the terms of this
Agreement. In case Le7els produces a remix/remixes of one of the Masters under this Agreement, 50%
(fifty percent) of the costs of any remix made by Le7els shall be recoupable against the Royalties described
in clause 6 of this Agreement, subject to the prior written approval of Producer not to be unreasonable
withheld.
Le7els is authorized to produce, promote and market a Video and/or Trailer embodying the Masters(s)

licensed under this agreement. In case Le7els produces such a Video and/or Trailer, 50% (fifty percent) of
the costs made by Le7els for the Video shall be recoupable against the Royalties described in clause 9 of
this Agreement, subject to the prior written approval of Producer not to be unreasonable withheld. Licensor
hereby also agrees to perform, at Le7els s request (but subject to Producers prior professional
commitments) in connection with a music video embodying the Master, for no additional consideration
hereunder, with exception of costs of Producer to appear (subject to the prior approval of Armada). In
case of a Video was made by Licensor, Armada may use such Video in connection to the Exploitation of
Master(s) in the Territory.
In the event Le7els produces vocal parts for the release of any Track under this agreement, 100% (hundred
percent) of these costs and the production royalty shall be recoupable against Royalties described in clause
6 of this agreement, subject to the prior written approval of Producer not to be unreasonable withheld.
If Le7els engages the services, of promoters, marketing or publicity consultants in connection with the
promotion, marketing or publicity of the Master(s) under this agreement, then 50% (fifty percent) of the
costs engaging those services shall be recoupable against the Royalties payable to Producer as described
in article 6 of the Agreement, subject to the prior written approval of Producer not to be unreasonable
withheld.
If applicable Mastering and/or Studio costs are 100% (hundred percent) recoupable with the royalties
payable to Producer.
Le7els is authorized to make a Radio Edit of the Track(s) under this agreement, in case Licensor does not
deliver a Radio Edit of the track. These costs shall be 100% (hundred percent) recoupable against the
royalties payable to Licensor, subject to the prior written approval of Producer not to be unreasonable
withheld.
In the event Le7els engages the services of companies specialized in protecting digital content in relation
to defending and/or taking down illegal offered downloads of the Master(s) under this agreement, then 50%
(fifty percent) of these costs shall be recoupable against Royalties payable to Licensor, subject to the prior
written approval of Producer not to be unreasonable withheld.
In case Le7els engages the services, of a Photographer for the production of Artist photos in connection
with the cover artwork, promotion, marketing or publicity of the Title(s) under this agreement, then 50%
(fifty percent) of these costs shall be recoupable against the Royalties payable to Licensor, subject to the
prior written approval of Producer not to be unreasonable withheld.

Article 9
9.1

9.2

Remixes, Videos and other recoupable costs

Audit

On giving a written notice of at least thirty days, Producer shall have the right to have accuracy of the payments
made and statements furnished by Le7els verified (during usual business hours) by a chartered or registered
accountant (Accountant) once each year and Armada undertakes to grant reasonable access for this purpose
to all books, records and information which pertain to the manufacture and sales of Reproductions and
Exploitation of the Master(s) under this agreement to the other party. On the Accountants completion of such
an audit, a certified copy of the report of the Accountants findings shall be presented to Le7els . If an
underpayment is properly revealed, the same shall promptly be paid to Producer. The costs of the audit shall
be at sole expense of the party that commissioned the audit unless the accountant properly reveals a
discrepancy of more than 10% (ten percent) to Producers determent, in which caseLe7els shall pay the
reasonable audit costs of Producer, provided that the audit costs payable by Armada shall not in any event
exceed 2.500,- (two thousand and five hundred Euros).
Producer can no longer dispute any statements or payment after two accounting periods from when the
statement or payment (as applicable) was sent.

INITIAL LE7ELS:

INITIAL PRODUCER:

Article 10
10.1

10.2

10.3
10.4

Guarantees and indemnities

Producer warrants and represents:

- it has the full right, power and authority to enter into this Agreement and to grant the
rights granted herein and to remain so entitled during the term of this Agreement.
- No use of the Master(s), the musical compositions embodied thereon, nor any artwork
or any other materials provided by Producer hereunder by Le7els or any of its grantees, licensees or
assigns will constitute a libel or slander of any person, or violate or infringe upon the rights of any party
- No contract or agreement of any kind entered into by Producer or any third party
(including Artist) prior to the time of the execution hereof or hereafter, will interfere in any manner with
complete performance by Producer of this Agreement;
- Producer will not release or authorize the release of any records embodying Artists
performances or associated with or utilizing Artists name (real or professional) in the Territory during the
Term.
- Producer shall not export or download (or knowingly permit the exporting or
downloading) of any Masters or products embodying the Master(s) within the Territory;
Armada guarantees to be entitled to enter into this Agreement and to remain so entitled during this
Agreement. Le7els furthermore states that it shall exert all reasonable effort to make the Exploitation of
Masters under this Agreement a success.
Producer hereby fully indemnifies and shall keep Le7els harmless against all possible
claims of third parties, all damages, claims and costs (including reasonable costs of legal assistance) and
expenditure of Armada which might ensue from breach of the obligations of Producer under this Agreement.
In the event one or more of the guarantees as agreed upon by Producer cannot be
performed in part or in full and Le7els should cease and desist from and further Exploitation of any
Master under this Agreement by way of a letter of summons by a third party or a verdict of a court,
Producer shall compensate all losses, damages and costs including profits lost, costs of promotional
campaigns, legal costs and fees and interest over the period that Producer was in breach of the
obligations and/or any guarantee.

Article 11
11.1

11.2

In the event that one party defaults on the performance of one or more of the obligations under the heading of
this agreement due to force majeure, the other party shall immediately be given written notice thereof, stating
the cause, the nature and the expected duration of the force majeure situation. The obligation to perform the
provisions on the basis of this agreement which cannot be performed due to force majeure shall be suspended
for a period of 30(thirty) days, which term can be renewed twice. If this default on performance is not rectified
within the maximum period of 90 (ninety) days, the parties shall determine in consultation if, and if so to what
extent, this agreement shall be continued. The other party shall be entitled in such case to terminate the
agreement by registered mail without being bound to pay any compensation.
Each of the parties is entitled to terminate this agreement with immediate effect and without the need
for judicial intervention by registered mail to the other party if:
a.
One party is in breach of the performance of one or more of its obligations under this Agreement
and upon the receipt of a written notice thereof from the other party, has failed to cure such a
breach within the reasonable term of 30 days, without prejudice to the right of that party to
demand performance of such obligations and/or compensation;
b.
The other party files (a petitioning for) a moratorium on payment or bankruptcy of the other party;
c.
seizure of what in the opinion of the one party is a significant part of the assets of the other party;
d.
there is a reasonable expectation that the other party is no longer able to perform one or more of its
obligations under the heading of this agreement.

Article 12
12.1

Premature termination of the agreement

Options

Producer hereby grants to Le7els two (2) first exclusive options on the successive Master recordings that
are to be released under the same Artist name (alone or with others): Tybo on which future
agreement(s) between the parties shall be on the same terms and conditions applicable as agreed herein.
Each option Master will be submitted to Le7els as soon as the same is complete and Le7els shall
exercise such option within 30 days after the delivery of the option Master. As long as Le7els has not
notified Producer in writing that it shall exercise its option, Producer shall not Release and Exploit such
option Master or grant others any right to do so within the Territory. Producer also grants Le7els the first
option to release a in-studio album by Producer. Future terms for the in-studio Album will be negotiated
in good faith.

INITIAL LE7ELS:

INITIAL PRODUCER:

12.2

For the avoidance of doubt, during the Term of this Agreement Producer will no longer be entitled to grant
any rights to third parties with regard to Masters already licensed to Le7els nor to Exploit those Masters
itself in the Territory. Le7els is entitled to assign and transfer in whole or in part her rights under this
Agreement to any subsidiary, affiliate, controlling or other company related to Armada or to any person or
entity owning or acquiring a substantial portion of Armadas stock or assets or into which or with which
Le7els might merge, consolidate or form a joint venture. Armada is however entitled to grant any license or
sublicense to any third party.

Article 13
13.1
13.2

13.3

13.4

13.5

Final provisions

Producers share of copyrights in and to the musical composition of the Masters shall be published
through Le7els Music Publishing.
This agreement takes the place of all previous verbal and written agreements between the parties in this
respect. All changes to this agreement must be agreed to in writing. The parties are obliged to immediately give
the other party written notice of any address changes (email will suffice).
Invalidity of any provision of this agreement shall not affect the remainder of the Agreement. In the event one
of the provisions of this agreement is deemed to be null or void, the parties shall immediately add a new
provision to the Agreement with the same meaning and intention as the invalid provision.
This agreement and any and all extension and/or modifications thereof shall be governed by and construed in
accordance with the laws of the Sweden and the competent Court of Stockholm shall have exclusive
jurisdiction to determine all matters arising hereunder.
Credits of the Track:
Written and Produced by: Henry Thibaud
Vocals by: ______________________
Publishing through:

Thus agreed and drawn up in duplicate:

in Stockholm

in _____________

on 24 June 13

on 24 June 13

Le7els Music BV

Producer

____________________
Ash Pournouri

_____________________
Henry Thibaud

In___________________
On 24 June 13

INITIAL LE7ELS:

INITIAL PRODUCER: