DIGITAL DISTRIBUTION AGREEMENT - DELIVERY INSTRUCTIONS

Please follow steps 1-3 below in order to activate your Trail Blazer Distribution account.
Upon exact completion of these steps, receipt of the necessary documents, and the return to
you (via email) of a fully-executed PDF from Contract Administration, an Trail Blazer
Distrubution representative will contact you via email with login information to access your
account in the Trail Blazer Distribution Workstation so that you can deliver your first batch of
releases through Trail Blazer Distributions Release Builder program.
1)
Sign your agreement, and download / fill-out the applicable US tax form for your
territory.
REQUIRED TAX FORMS CAN BE DOWNLOADED HERE:
If a U.S. company, please provide a W-9 (which can be downloaded here:
http://www.irs.gov/pub/irs-pdf/fw9.pdf#search='w9 ').
If outside the U.S., please provide a W-8BEN (which can be downloaded
here: http://www.irs.gov/pub/irs-pdf/fw8bene.pdf ).
*If you need a U.S. tax identification number to complete the W-8Ben form, please fill out
Form SS-4 which can be downloaded here: http://www.irs.gov/pub/irs-pdf/fss4.pdf ). You can
either fax Form SS-4 to (267)-941-1040 , or you can call (267)-941-1099 referencing the
information filled out on Form SS-4.
2)
Fill out the fields below and use this page as a cover sheet for the original hard
copies of your signed agreement.

FAX

Your Trail Blazer Contact:

Joseph Harrison

From (Your Name):

Company Name:
Todays Date:
Your Phone #:

3)
Send two (2) signed original agreements and a tax form (W-9 or W-8Ben depending
on the location of your Company) to the below address:
Trail Blazer Distribution
Address 1
Address 2
City, State Zip
USA
Attn: Client Representative

*Agreements must be mailed complete with EACH page of the agreement in order for them
to be valid.
DIGITAL DISTRIBUTION AGREEMENT
DIGITAL DISTRIBUTION AGREEMENT dated as of the date of complete execution hereof (the
Effective Date ) by and between Label Name ("Company ") and TRAIL BLAZER DISTRIBUTION
("Trail Blazer Distribution ").
1.
Grant of Rights . Company hereby grants to Trail Blazer Distribution the following rights
throughout the world (the Territory ) and during the Term (as such term is defined below):
(a)
Exclusive Distribution Rights . Trail Blazer Distribution shall have the exclusive right to
sell, copy, distribute, perform, sublicense and otherwise exploit the Recordings (as such term is
defined below) in whole or in part direct to consumers or to retailers, digital service providers and
other users of any description (the " DSPs ") that sell, copy, distribute, transmit, perform or otherwise
exploit sound and/or audiovisual recordings by any and all means and media (whether now known or
existing in the future). Notwithstanding the foregoing, Trail Blazer Distribution shall have no right to
distribute the Recordings via physical distribution of pre-manufactured vinyl records, cassettes, CDs,
or DVDs through normal retail channels.
(b)
YouTube . Trail Blazer Distribution offers to Company a process for monetizing
Companys Qualified Videos, as well as those user generated videos ( User Videos ) that include
Companys Qualified Sound Recordings or Qualified Videos (as such terms are hereinafter defined,
and which User Videos shall be referred to herein as YouTube UGC Company Videos ), that are
uploaded to the YouTube site and service ( www.youtube.com ). Without limiting the generality of the
grant of rights in paragraph 1(a) above, as part of such grant of rights, Company hereby authorizes
the following:
(i)

Channel Integration and Video Fingerprinting . Trail Blazer Distribution shall have the exclusive
worldwide right and license, during the Term, to integrate, monetize, and exploit any and all YouTube
channels controlled by Company (including by virtue of rights granted by the Distributed Labels (as
defined in paragraph 3(a) below)) (including, without limitation, those channels listed below) (the
Channels ), as well as the content exploited through the Channels (the Content ), as part of Trail
Blazer Distributions YouTube multi-channel network. Without limiting the generality of such rights, as
part of such rights, Trail Blazer Distribution shall have the exclusive right, following Companys, Trail
Blazer Distributions, or the applicable Distributed Labels delivery of Qualified Videos to YouTube as
reference files, to collect payment (except as otherwise set forth in paragraph 1(b)(ii) below) from
YouTube for advertising uses attached to such Qualified Videos (including, without limitation, those
Qualified Videos embodied within YouTube UGC Company Videos). Company agrees to provide Trail
Blazer Distribution with administrative-level log-in rights and access to each of the Channels on a
continuous and uninterrupted basis throughout the Term. Trail Blazer Distribution reserves the right
to decline integration, monetization, and/or exploitation of any proposed Channel and/or Content
through Trail Blazer Distributions multi-channel network (and/or to reject or discontinue integration,
monetization, and/or exploitation of any Channel and/or Content), for any reason or no reason, at
any time during the Term. Qualified Videos shall mean visual or audiovisual Recordings for which
Company controls the exclusive rights to the master video recording and (for audiovisual Recordings)
the master sound recording embodied therein (including, with respect to the master sound recording,
exclusive rights arising from rights granted to Company or a Distributed Label within a
synchronization license that expressly authorizes Companys (or the Distributed Labels) exploitation
of such master sound recording via YouTube). In connection with the rights set forth within this
paragraph 1(b)(i), Trail Blazer Distribution shall pay to Company the Companys share of gross
receipts received from YouTube on the basis as provided in paragraph (a) of the attached Schedule
A.
[Channel name/URL]

(ii)
Audio Fingerprinting . Trail Blazer Distribution shall have the exclusive
worldwide right to deliver Qualified Sound Recordings to YouTube as reference files and to collect
payment from YouTube for advertising uses attached to YouTube UGC Company Videos embodying
such Qualified Sound Recordings. Qualified Sound Recordings shall mean audio-only Recordings
for which Company controls the exclusive rights to the master sound recording. For clarity, sound
Recordings in the public domain and sound Recordings licensed by or to Company for compilations
would not be considered Qualified Sound Recordings because Company does not have exclusive
rights to such sound Recordings. Company additionally grants to Trail Blazer Distribution the right to
represent, in relation to YouTube UGC Company Videos only, the underlying compositions identified
by Company in Companys workstation on Trail Blazer Distributions b2b website as being 100%
worldwide Company-controlled compositions (100% Controlled Compositions ) and to collect
amounts payable by YouTube to the party owning or controlling such 100% Controlled Compositions
for advertising uses attached to YouTube UGC Company Videos. Trail Blazer Distribution shall pay to
Company the Companys share of receipts on the basis provided in paragraph (a) of the attached
Schedule A with respect to gross receipts allocated to the party owning or controlling the applicable
Qualified Sound Recordings.
(iii)
Misc . Trail Blazer Distribution may perform, in Trail Blazer Distributions sole
discretion, additional services on Companys behalf (e.g., providing information regarding YouTube
best practices, trouble-shooting) in connection with the rights granted to Trail Blazer Distribution
within this article (the YouTube Rights ), and Company hereby grants to Trail Blazer Distribution any
and all rights and licenses as may be reasonably required for Trail Blazer Distribution to exploit,
perform, and enjoy such YouTube Rights. For the avoidance of doubt, nothing in this article prevents
Company from demanding takedown of a YouTube UGC Company Video if Company becomes aware
of any such YouTube UGC Company Video and does not approve of it. In such circumstances,
Company may notify Trail Blazer Distribution that it wishes such YouTube UGC Company Videos to
be taken down, and Trail Blazer Distribution shall issue to YouTube a takedown notice demanding
that YouTube immediately take down such YouTube UGC Company Video.
(c)
Sound Recording Copyright Owner Representative . Trail Blazer Distribution shall
have the exclusive right to collect all income deriving from the Recordings as Company's authorized
sound recording copyright owner representative, i.e. income and or levies deriving from digital
transmission, broadcasts, public performance, reproduction and private copying of Recordings, under
statute, industry agreement or otherwise from sound recording collection bodies, if not already
collected by Company or Company's agent as of the Effective Date (provided, only if Company gives
Trail Blazer Distrbution written notice of any such prior collection arrangements promptly following
the Effective Date).
(d)
Synchronization . Trail Blazer Distribution shall have the non-exclusive right to license
reproduction of the Recordings in synchronization with visual images in connection with audiovisual
works (subject to Company's prior approval of each synch license, which approval shall not be
unreasonably withheld, and will not be withheld for the principal purpose of revising the business
terms between Trail Blazer Distribution and Company as set forth herein), except that once Trail
Blazer Distribution introduces a synchronization placement opportunity in writing to Company, then
such opportunity (along with any options or ancillary uses, e.g. film as well as its trailers, TV show as
well as its commercials, and vice versa) shall become exclusive to Trail Blazer Distribution.
(e)
Artwork; Name & Likeness . Trail Blazer Distribution and the DSPs shall have the right
to use: (i) album artwork and artists' names, trademarks, logos, approved likenesses, and approved
biographical material (as well as the names, trademarks, logos and approved biographical material of
Company and/or the Distributed Labels) in connection with exploitation of the Recordings and the
promotion thereof, and (ii) production artwork, video stills, thumbnail images and the names,
likenesses and biographical material of artists and other Talent featured in the Content or the
Channels (as well as the names, trademarks, logos and approved biographical material of Company
and/or the Distributed Labels) in connection with the exploitation and promotion thereof. All materials
delivered to Trail Blazer Distribution (or YouTube, as applicable) by Company or a Distributed Label
hereunder shall be deemed approved for the purposes of this paragraph 1(e). As used herein,

"Talent " shall mean actors, directors, producers, writers, musical performing artists, engineers,
athletes and other performers, songwriters, crew and other persons, below the line and above the
line, who performed or participated in the making of the Content.
2.
Term . The initial term of this agreement shall start on the Effective Date and end on the last
day of the calendar quarter which is two (2) years after the date of complete Delivery of the initial
Recordings in accordance with paragraph 3(b) below. Thereafter, the Term shall automatically
continue to renew itself for the same time period as the initial term unless one party gives the other
written notice of termination no later than ninety (90) days prior to the expiration of the initial term or
the then-current renewal term period, as applicable. If no such notice is provided, then each renewal
term period shall begin upon the prior periods expiration. The initial term and any renewal term
periods shall be collectively referred to as the " Term " of this agreement. Articles 6, 7, 8, 9, 10 and
paragraphs 11(b)-(c) hereof shall survive the end of the Term.
3.

Recordings .

"Recordings " herein shall mean: (i) all sound recordings and video recordings owned or controlled
now or at any time during the Term by Company or Companys Affiliates, including, without limitation,
those sound recordings and video recordings controlled by Company or Companys Affiliates by
virtue of rights granted by one of the third-party recording and production companies and the like
with whom Company or Companys Affiliate has contracted (or will contract during the Term) to
provide content distribution services (the Distributed Labels ), and (ii) all materials delivered by
Company or a Distributed Label to Trail Blazer Distribution pursuant to paragraph 1(e) above
(including, without limitation, such materials originating from the Distributed Labels). For the
avoidance of doubt, without limiting the generality of rights granted to Trail Blazer Disribution by
Company in this agreement, the parties agree that Trail Blazer Distribution shall be the exclusive
distributor, during the Term and within the Territory, of all sound and video recordings that are now, or
may become during the Term, owned or controlled by Company, Companys Affiliates, and each and
every one of Companys or Companys Affiliates Distributed Labels . Companys Affiliates shall
mean Label (Principal ), entities affiliated with Company or Principal, or which are acquired by
Company or Principal, or with whom Company may merge during the Term. Those Recordings
originating through rights granted by the Distributed Labels may be referred to herein as the
Distributed Labels Recordings .
(b)
Immediately following the Effective Date and ongoing throughout the Term, Company
shall, at Companys sole expense, Deliver (as such term is defined below) the Recordings to Trail
Blazer Distributions New York office. Delivery shall mean (i) the content of the Recordings is of
first-class commercial quality (determined in Trail Blazer Distribution's sole discretion), (ii) upload of
the Recordings, complete artwork, and complete and accurate metadata via Trail Blazer
Distributions internet-based tool, for which Company shall receive log-in information, (iii)
administrative-level log-in rights and access for each of the Channels, and (iv) complete letters of
direction, if requested pursuant to paragraph 3(c) below. Delivery shall be complete when Trail
Blazer Distribution provides written confirmation thereof.
(c)
Trail Blazer Distribution shall be entitled to receive and commission all monies (i)
generated by sales or other exploitations of Recordings, and (ii) payable during the Term, beginning
upon the Effective Date. If necessary, Company shall execute letters of direction instructing
Companys previous distributor and all retailers to forward all monies received directly to Trail Blazer
Distribution. Trail Blazer Distribution shall distribute such letters of direction to the applicable parties,
as necessary.
(d)
Trail Blazer Distributions payment of any sums hereunder is conditioned upon
Companys fulfillment of all delivery obligations described above and receipt of Companys
completed U.S. Federal Tax form W-9.
(e)
In the event Company no longer has the necessary rights to a Recording (the Deleted
Recording ), Company shall promptly send written notice to Trail Blazer Distribution to remove the
Deleted Recording from any subsequent use by a DSP. In such event, Trail Blazer Distribution will

use commercially reasonable efforts to direct the DSPs to remove the Deleted Recording(s) after the
date of such notice. However, Company acknowledges and agrees that the Deleted Recording(s)
may remain available for a period under a pre-existing license or arrangement with a third party
issued by the DSP. For the avoidance of doubt, Company shall not be able to delete for convenience
any Recording that Trail Blazer Distribution has the right to distribute hereunder, but shall only be
permitted to delete a Recording from distribution by Trail Blazer Distribution hereunder in the event
the Deleted Recording: (i) is the subject of a claim by a third party claiming rights to such Recording
and such continued distribution is likely to expose Company and/or Trail Blazer Distribution to
continued third party claims, or (ii) is deleted from Companys catalog pursuant to an agreement
licensing such Deleted Recording from a third party to Company and expiring of its own accord.
Purported sales or other licenses of any of the Recordings to a third party occurring during the Term
hereof shall be specifically subject to the terms of this agreement for the full Term hereof.
(f)
If Company (or a Distributed Label) delivers to Trail Blazer Distribution Recordings
that are (or become during the Term) the subject of a third-party claim (including, without limitation, a
claim made by a third-party against one or more DSPs) and/or Recordings that do not abide by the
terms of the then-current so-called iTunes Style Guide, Trail Blazer Distribution shall have the right
(without prejudice to any other rights or remedies which Trail Blazer Distribution may then have
against Company), at Trail Blazer Distributions sole discretion, to demand payment of any
outstanding amounts owed by Company to Trail Blazer Distribution (which Company agrees to
promptly pay following receipt of Trail Blazer Distributions request therefor), to suspend payment to
Company of any and all future amounts of any nature that are payable or may become payable to
Company, and/or to terminate this agreement (including the Term).
(g)
Notwithstanding anything contained within this agreement and for the avoidance of
doubt, Company hereby acknowledges and agrees that, as between Company and any Distributed
Label, Company shall be Trail Blazer Distributions primary contact hereunder.
4.
Trail Blazer Distribution's Obligations . Trail Blazer Distribution shall (a) solicit and service
the DSPs, (b) secure the encoding of each Recording in format(s) required by the DSPs, (c) process
the delivery of the Recordings to the DSPs, and (d) collect amounts due from the DSPs. Trail Blazer
Distribution does not guarantee placement of the Recordings with any DSP, and Trail Blazer
Distribution reserves the right to reject distribution of any Recording in its discretion.
5.
Fees; Company Share . Trail Blazer Distribution shall pay to Company the amounts set forth
on Schedule A attached hereto.
6.

Accountings; Audit .

(a)
Trail Blazer Distribution shall provide Company with on-line access to Companys
sales and estimated royalty activity hereunder. Payment of any amounts due to Company shall be
made by Trail Blazer Distribution on a quarter-annual basis, forty-five (45) days after quarter end.
Any balance due under $100 (aggregated for all DSPs) shall be rolled into the following quarter and
paid only when the balance exceeds $100. In the event that any third party renders payment, and
later issues an adjusted statement, to Trail Blazer Distribution, Trail Blazer Distribution shall have the
right to adjust any statements and/or payments to Company accordingly.
(b)
Company shall have the right to audit Trail Blazer Distribution's books and records
(which shall be deemed Confidential Information) to verify the accuracy of any particular payment,
once with respect to any particular payment, once in each year, at Company's expense, at the place
where Trail Blazer Distribution maintains such records, during Trail Blazer Distribution's normal
business hours and on at least thirty (30) days' prior notice. Such audit may only be conducted by an
independent certified public accounting firm. No Distributed Label shall have the individual right to
conduct an audit of Trail Blazer Distributions books and records. Company will have no right to sue
Trail Blazer Distribution in connection with any royalty accounting statement, or to sue Trail Blazer
Distribution in connection with any monies received in or otherwise relating to the period such
statement covers, unless Company commences the suit within one year after the date the particular

statement is rendered and Company hereby irrevocably waives any longer statute of limitations that
may be permitted by law.
7.
Third Party Obligations . In connection with exploitations contemplated hereunder, Company
shall be solely responsible for (a) all royalties or fees due to the Distributed Labels, artists,
producers, performers, Talent, and/or other persons who performed in the making of the Recordings,
Content, and/or Channels, and any other royalty participants in the Recordings, Content, and/or
Channels, (b) all royalties or fees due to any party as a result of samples and/or footage included in
the Recordings, Content, and/or Channels, (c) Call payments that may be required under collective
bargaining agreements applicable to Company and its affiliates, (d) all music publishing licenses and
royalties or fees, including, without limitation, synchronization and digital mechanical licenses and
royalties, and (e) all sales and use taxes levied on any amounts payable to Company hereunder.
Outside of the United States, Trail Blazer Distribution customarily requires the DSPs to secure and
pay for digital phonorecord delivery licenses (and such license fees may or may not be deducted by
the DSP concerned from the proceeds payable to Trail Blazer Distribution). If with respect to any
DSP outside of the United States Trail Blazer Distribution is not able to do so, Trail Blazer
Distribution shall have the right, at its option, without limiting Companys obligations pursuant to this
Article 7, to assume the responsibility to clear and pay for the digital phonorecord delivery licenses
required in connection with such DSPs sales, and Trail Blazer Distribution shall have the right to
deduct the following from amounts payable to Company hereunder: (x) the applicable license fees,
and (y) a commission, to be retained by Trail Blazer Distribution, equal to fifteen percent (15%) of
such license fee remittances.
7A.

Mechanical Administration Services .

(a)
Without limitation of Company's obligations under Article 7 above, following
Companys indication within Trail Blazer Distributions b2b website that Company requires such
service for a Recording, Trail Blazer Distribution shall endeavor to secure digital phonorecord
delivery (DPD ) licenses from the music publisher(s) (collectively, the " Publishers ") of the musical
composition (collectively, the "Compositions ") contained in the applicable Recording, necessary for
exploitation of the Recording in the United States (collectively, the " DPD Licenses ") during the Term
hereof.
(b)
Trail Blazer Distribution is authorized on behalf of Company, and at Company's
expense, to remit payments due to the Publishers under the DPD Licenses it secures. Trail Blazer
Distribution shall have the right to deduct payments made to Publishers from royalties otherwise
payable to Company. As well, for Trail Blazer Distributions services rendered pursuant to this
authorization, Trail Blazer Distribution shall have the right to so deduct and retain a commission
equal to fifteen percent (15%) of all remittances to Publishers. (By way of clarification, such
commission shall apply to the amount of publishing payments so remitted by Trail Blazer Distribution
and shall not apply to any monies collected in connection with the Recordings themselves). Such
deductions shall be made along with the accountings rendered hereunder.
(c)
Trail Blazer Distribution may secure DPD Licenses for Compositions in connection
with uses by companies affiliated with Trail Blazer Distribution, and others, on standard terms and
conditions. The DPD Licenses shall be executed by Trail Blazer Distribution as agent. In such regard,
Company hereby grants to Trail Blazer Distribution and its employees the right and authority to
execute DPD Licenses on its behalf, which power of attorney is coupled with an interest and
irrevocable during the Term hereof. If for any reason it is not possible, or practicable, for Company to
be a party to a DPD License, Trail Blazer Distribution may enter into the DPD License in Trail Blazer
Distribution's name as Company's designee and without limitation of the parties' respective rights
and obligations hereunder. Further, if for any reason it is not possible, or practicable, for Trail Blazer
Distribution to obtain a DPD License, Trail Blazer Distribution may seek a compulsory license, but it
shall not be obligated to do so.
8.

Warranties and Indemnities .

(a)
Company warrants represents, covenants and agrees that: (i) Company has the right
and authority to enter into this agreement and to grant to Trail Blazer Distribution all rights specified
(including, without limitation, the right to grant to Trail Blazer Distribution the right to distribute,
utilize, and exploit the Distributed Labels Recordings throughout the Term and Territory as
contemplated by this agreement), (ii) Company has obtained or shall obtain rights to the Distributed
Labels Recordings, Content, and Channels via written agreements with the Distributed Labels
containing material terms similar to those contained in this agreement, (iii) all of the Recordings,
artwork, metadata, videos and any other materials furnished by Company to Trail Blazer Distribution
or relating to the Recordings are owned or controlled by Company and shall not infringe on the
copyrights or other rights of any person or entity (including, without limitation, the rights of any
Distributed Label), (iv) the Channels, all of the Content on the Channels at the Effective Date and
any other Content and materials furnished hereunder by Company or a Distributed Label (or on
eithers behalf) to Trail Blazer Distribution or uploaded to the Channels by Company or a Distributed
Label (or on eithers behalf) during the Term are owned or controlled by Company throughout the
world, shall comply with YouTubes Terms of Service and Community Guidelines, and shall not
infringe on the copyrights or other rights of any person or entity (including, without limitation, the
rights of any Distributed Label), (v) Trail Blazer Distribution shall have the right to exploit the
materials in paragraphs 8(a)(iii)-(iv) in all manner hereunder free from adverse claim and without any
obligation to make any payment of any nature to any person or entity, other than the amounts due to
Company described in Article 5 above, (vi) Company has not, prior to the date hereof, entered into
any agreements for the same or similar rights granted to Trail Blazer Distribution hereunder
(including, but not limited to, the rights in the Distributed Labels Recordings, Content, or Channels),
(vii) Company has obtained, without limitation, all licenses and clearances required for Company to
legally exploit the Content and the Channels, including, without limitation, all necessary
synchronization licenses, (viii) Company shall comply with all applicable laws, rules and regulations
governing its activities, including, without limitation, those concerning so-called spam
transmissions, (ix) Trail Blazer Distribution shall not be required to make any payments of any nature
(including, without limitation, royalties or other amounts to copyright owners in respect of the
compositions embodied on the Recordings, Content, and/or Channels and royalties or other amounts
to artists, other performers, and/or the Distributed Labels) for, or in connection with, the acquisition,
exercise or exploitation of rights by Trail Blazer Distribution pursuant to this agreement, except as
specifically provided herein, (x) without limitation of Companys obligations, Company shall not use
Trail Blazer Distributions name, web address, web site or servers or otherwise reference Trail Blazer
Distribution in any manner, in connection with any email or other promotion, without Trail Blazer
Distributions prior written consent in Trail Blazer Distributions discretion, (xi) without limitation of
Company's obligations, Companys and the Distributed Labels use of Trail Blazer Distributions b2b
website is and shall be in compliance with the terms and conditions of this agreement (including, but
not limited to, the treatment of the products, services, and information contained therein as
Confidential Information (as defined in Article 9 below)), and (xii) without limitation of Company's
obligations, Company will, promptly upon request, provide Trail Blazer Distribution with copies of all
Distributed Label, artist, producer and other agreements and documents so as to evidence
Company's right and title in and to all Recordings, etc.
(b)
Trail Blazer Distribution warrants and represents that it has the right and authority to
enter into this agreement and that the conduct of its distribution activities complies with all applicable
laws.
(c)
Each party shall defend and indemnify the other party (including its directors,
members, officers, employees and other representatives) against any expenses or losses resulting
from a third party claim of breach, or a claim which if true would constitute a breach, of any of the
party's respective representations, warranties, covenants or agreements contained herein, including
reimbursement of reasonable attorneys' fees and litigation expenses. The indemnified party shall
give the indemnifying party prompt notice of any claim and, if the indemnified party so requests, the
indemnifying party shall defend the indemnified party at the indemnifying party's expense with
counsel approved by the indemnified party (which approval shall not be unreasonably withheld or
delayed). Any settlement shall be subject to the indemnified party's prior written approval. If a claim
is made Trail Blazer Distribution shall have the right, in its discretion, to take-down from any or all

DSPs the Recording(s) concerned and to withhold payment of monies payable to Company
hereunder in an amount reasonably related to the claim and potential expenses.
9.
Confidentiality . Company agrees that it shall, and it shall instruct in writing its attorneys,
accountants, other professional advisors, and the Distributed Labels to, hold in confidence and not
communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of
this agreement or any information regarding Trail Blazer Distribution's business learned in the course
of dealing or performance hereunder (collectively, Confidential Information ). Confidential
Information shall not include information which (a) at or prior to the time of disclosure was known to
or independently developed by Company, except to the extent unlawfully appropriated by Company;
(b) at or after the time of disclosure becomes generally available to the public through no wrongful or
negligent act or omission on Company's part; (c) Company receives from a third party free to make
such disclosure without breach of any legal obligation; or (d) is required to be disclosed pursuant to
any statute, regulation, order, subpoena or document discovery request (as to which Company shall
give Trail Blazer Distribution prompt notice). The fulfillment of Company's obligations under this
paragraph is integral to the success of Trail Blazer Distribution's business dealings and Trail Blazer
Distribution shall be entitled to injunctive relief to enforce the provisions hereof without limitation of
its other rights.
10.
Governing Law; Exclusive Venue . This agreement shall be governed by New York law. The
parties hereby grant to the U.S. District Court for the Southern District of New York, or the Supreme
Court of the State of New York, New York County, exclusive jurisdiction to hear any disputes arising
out of or relating to this agreement; no action may be instituted in any other venue.
11.

Other Important Provisions.

(a)
The parties shall cooperate in implementing any applicable parental advisory labeling.
It is understood that Company shall furnish to Trail Blazer Distribution both labeled and "edited"
versions of all Recordings.
(b)
All notices hereunder shall be given by registered or certified mail, return receipt
requested, or by messenger or courier, to the respective addresses below. Trail Blazer Distribution
may alternatively give notice to the email address specified by Company below. Notwithstanding
anything in the foregoing, all instructions, approvals and consents sent via email or elected by
Company on Trail Blazer Distributions b2b website shall be deemed to be approval in writing
hereunder.
To Company:

To Trail Blazer Distribution:

Company Name
Company Address
Address Line 2
City, State Zip

Trail Blazer Distribution

Address
City, State Zip
Attn: Joseph Harrison

Contact:
Email:

With a copy to: email

(c)
The parties hereby agree that, as between Trail Blazer Distribution and Company, Trail
Blazer Distribution shall own and have the unfettered right to exploit any and all information and/or
data arising from and/or generated, obtained, and/or acquired by Trail Blazer Distribution in
connection with the sale, distribution, performance, or other exploitation of Recordings hereunder
(the Data ) (including, without limitation, demographic, statistical, usage, or anonymized Data
relating to sales and/or other exploitations of the Recordings).
(d)
If, by reason of fire, flood, water damage, power failure, catastrophe, terrorism, strike,
war, failure of computer systems or other force majeure event, Trail Blazer Distribution is materially
hampered in the fulfillment of its obligations hereunder, then without limiting Trail Blazer
Distributions rights, Trail Blazer Distribution shall not be deemed in breach as a result of such event

and shall have the option by giving Company notice to suspend the Term for the duration of any such
contingency (but not Trail Blazer Distributions payment obligations to the extent not affected by such
contingency).
(e)
Neither party shall be deemed in breach of this agreement unless the other party has
given the breaching party written notice, and the breaching party has failed to cure such breach
within thirty (30) days after receipt of such notice. Without limitation, any failure to delete any
Recordings from DSP sites after the end of the Term shall not subject Trail Blazer Distribution to any
liability, but rather the parties shall cooperate in ensuring prompt take-down after notice of such
failure.
(f)
This agreement supersedes any prior discussions or agreements regarding the subject
matter hereof. This agreement shall not be binding, nor shall any change to this agreement be
binding, unless signed by both parties.
(g)
Trail Blazer Distribution may assign its rights under this agreement in whole to a party
who agrees to be obligated hereunder. Company shall not have the right to assign this agreement or
any of its rights or obligations hereunder, in whole or in part, without Trail Blazer Distribution's prior
written consent, provided that it may assign the agreement to a wholly owned affiliate or to a party
purchasing all or substantially all of its assets. Any purported assignment in violation of this
paragraph shall be null and void ab initio.

Label

Trail Blazer Distribution

By:

By:

Name/Title of Signatory

Name/Title of Signatory

Date

Date

Schedule A
Company Share; Distribution Fee
Trail Blazer Distribution shall pay to Company the following amounts:
(a)
Distribution . Eighty (80%) of all gross receipts actually received by Trail Blazer
Distribution from DSPs deriving from exploitation of the Recordings to end consumers.
(b)
Collections . Solely with respect to collections described in paragraph 1(c) above,
seventy percent (70%) of Trail Blazer Distributions gross receipts actually received by Trail Blazer
Distribution from U.S. collection bodies, and seventy percent (70%) of Trail Blazer Distributions net
receipts actually received by Trail Blazer Distribution from collection bodies in territories other than
the United States. Net receipts as used in this paragraph shall mean gross receipts from such
collection bodies, less any and all third party payments and expenses that Trail Blazer Distribution
may be required to pay to third party collection agents in any such territories.
(c)
Synchronization Licenses . Seventy percent (70%) of all gross receipts actually
received by Trail Blazer Distribution with respect to synchronization licenses pursuant to paragraph
1(d) above.
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