Music Co-Publishing Agreement

As used in this Agreement, the following terms have the meanings set forth below:

• (a) "Composition" means any original musical work, including music and/or lyrics, created by or on behalf of Writer and registered through the Soniq platform under this Agreement.
• (b) "Master" means any sound recording embodying a Composition. For clarity, Publisher's rights under this Agreement extend to the Composition only; Masters are not subject to this Agreement unless separately agreed in writing.
• (c) "Royalties" means all income, fees, advances, and proceeds derived from the exploitation of a Composition, including but not limited to performance royalties, mechanical royalties, synchronization fees, and digital streaming income.
• (d) "Territory" means the entire world and all its territories, possessions, and jurisdictions.
• (e) "Net Receipts" means gross Royalties received by Publisher from third parties with respect to a Composition, less only: (i) actual, documented third-party collection costs; and (ii) applicable withholding taxes required by law. No internal overhead, administrative fees, or sub-publishing commissions shall be deducted from Net Receipts beyond the Publisher's share established in Section 3.
• (f) "PRO" means any Performing Rights Organization, including but not limited to ASCAP, BMI, SESAC, GMR, or any equivalent organization in any territory.
• (g) "Writer's Share" means the songwriter's performance royalty share, being fifty percent (50%) of the total performance royalty of a Composition as typically distributed by PROs. Writer retains this share in its entirety at all times.
• (h) "Publisher's Share" means the publisher's performance royalty share, being fifty percent (50%) of the total performance royalty of a Composition. The portion of the Publisher's Share retained by Publisher versus Writer is determined by the publishing tier selected under Section 3.

Subject to the terms of this Agreement and the tier selected by Writer at the time of publishing opt-in, Writer hereby grants to Publisher the rights described in this Section with respect to each Composition registered under this Agreement.

In each case, Publisher's rights are limited to the Publisher's Share percentage specified above. All rights not expressly granted to Publisher herein are reserved by Writer.

By way of illustration: if a Composition generates $100.00 in total performance royalties, the PRO will typically split this as $50.00 Writer's Share and $50.00 Publisher's Share. Writer receives the full $50.00 Writer's Share directly from the PRO. Of the $50.00 Publisher's Share received by Publisher, Writer is entitled to the difference between the Publisher's Share and Publisher's retained percentage under the applicable tier, as follows:

• (a) Publishing Admin (15%): Writer receives $50.00 (Writer's Share) + $42.50 (85% of Publisher's Share) = $92.50 total.
• (b) Co-Publishing (25%): Writer receives $50.00 + $37.50 (75% of Publisher's Share) = $87.50 total.
• (c) Sync Pitching (35%): Writer receives $50.00 + $32.50 (65% of Publisher's Share) = $82.50 total.

Nothing in this Agreement shall be construed to reduce Writer's direct songwriter royalties received from any PRO or mechanical rights organization.

The initial term of this Agreement shall be three (3) years from the date on which the first Composition is registered under this Agreement (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term") unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.

Written notice of non-renewal may be delivered by email to legal@nuwavmedia.com (from Publisher to Writer) or via the account termination process described in the Soniq Terms of Service (from Writer to Publisher).

The Term applies to this Agreement as a whole. Individual Compositions registered during the Term remain subject to this Agreement for the duration of the applicable Term in which they were registered, unless otherwise agreed in writing.

The rights granted to Publisher under this Agreement apply worldwide, including all countries, territories, and possessions now existing or hereafter coming into existence. Publisher shall use commercially reasonable efforts to register Compositions and collect Royalties in all significant markets in the Territory.

Publisher shall maintain accurate books and records relating to all Royalties received with respect to each Composition registered under this Agreement.

• (a) Accounting Statements. Publisher shall render accounting statements to Writer within ninety (90) days after the close of each calendar quarter in which Royalties are received by Publisher. Statements shall be made available through Writer's Soniq account dashboard.
• (b) Payment. Publisher shall remit any amounts due to Writer simultaneously with the delivery of each accounting statement, via the payment method on file in Writer's Soniq account.
• (c) Objections. Writer shall have one (1) year from receipt of each accounting statement to object to its contents in writing. Statements not objected to within this period shall be deemed accepted.
• (d) Audit Rights. Writer, upon reasonable written notice and no more than once per calendar year, may audit Publisher's books and records relating to Royalties due under this Agreement at Writer's expense, unless the audit reveals an underpayment of more than ten percent (10%), in which case Publisher shall bear the audit costs.

Upon receipt of complete and accurate song metadata from Writer (including title, all writer names and PRO affiliations, ISRC if available, and tier selection), Publisher shall register each Composition with the applicable PRO(s) and any relevant mechanical rights organizations within thirty (30) business days.

"Complete song metadata" means all information required by the relevant PRO for a valid work registration. Publisher shall notify Writer if submitted metadata is incomplete and shall have no obligation to register until complete metadata is received.

Publisher shall provide Writer with confirmation of each successful registration, including the assigned work registration number, within ten (10) business days of registration.

Writer represents, warrants, and covenants to Publisher that, with respect to each Composition registered hereunder:

• (a) Writer is the sole author or a principal co-author of the Composition and has full right, power, and authority to enter into this Agreement;
• (b) The Composition is wholly original with Writer and does not infringe upon or violate any copyright, trademark, right of publicity, or other proprietary right of any third party;
• (c) There are no conflicting agreements, encumbrances, or claims outstanding with respect to the Composition that would prevent Writer from granting the rights provided herein;
• (d) Writer is at least 18 years of age and legally competent to enter into this Agreement;
• (e) Writer will promptly notify Publisher in writing if any of the foregoing representations become inaccurate.

Writer shall indemnify, defend, and hold harmless Publisher and its members, managers, and agents from and against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from any breach of Writer's representations and warranties hereunder.

Notwithstanding any other provision of this Agreement, all rights in a Composition shall automatically revert to Writer upon the occurrence of either of the following:

• (a) Failure to Register. Publisher fails to register the Composition with the applicable PRO(s) within sixty (60) days of receiving complete song metadata from Writer, as described in Section 7; or
• (b) Failure to Collect. Publisher fails to collect or distribute any Royalties derived from a documented commercial exploitation (e.g., a confirmed sync placement, broadcast, or streaming use) within twelve (12) months of the date such exploitation was confirmed in writing.

Reversion under this Section is Writer's sole and exclusive remedy for Publisher's failure to perform the specific obligations described above, and shall not constitute a waiver of any other rights or remedies available to Writer at law or in equity.

To trigger reversion, Writer must provide Publisher with written notice of the alleged failure. Publisher shall have thirty (30) days from receipt of such notice to cure the failure before reversion becomes effective.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule. Any dispute arising under or related to this Agreement that cannot be resolved by the parties through good-faith negotiation within thirty (30) days shall be resolved by binding arbitration under the rules of the American Arbitration Association, with proceedings to be conducted in California.

Nothing in this Section shall limit either party's right to seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

This Agreement, together with Soniq's Terms of Service and Privacy Policy, constitutes the entire agreement between Writer and Publisher with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written, relating to the publishing administration and/or co-publishing of Compositions through the Soniq platform.

This Agreement may not be modified except by a written instrument signed by authorized representatives of both parties, or by Publisher updating the Agreement and providing Writer with thirty (30) days' written notice, during which period Writer may terminate by written notice without penalty.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that party's right to enforce such provision in the future.