THE FOURMULA GROUP, LLC ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of May 21, 2010, between Songs of The Formula (BMI), an unincorporated Division of THE FOURMULA GROUP, LLC ('Fourmula') whose address is 302A West 12th Streeet, #381, New York, New York 10014-6025  and Tristan Bradley d/b/a iiwy / CAE #: 555555 ('Owner'), whose address is 168 Longfellow Road  Worcester Park Surrey KT4 8BA, GB.

 
The musical compositions, owned, controlled and/or acquired, in whole or in part, by Owner and/or any other music publishing company owned and/or controlled by Owner to the extent of Owner's interest, as specified on Schedule 'A' attached, and any compositions delivered (in Owner's sole discretion) to Fourmula during the Term (as the term is defined) are individually and collectively referred to as the 'Compositions'.

It is the intention of Fourmula and Owner that Fourmula shall administer the Composition(s) throughout the Universe ('Territory') in accordance with the terms and conditions specified in this agreement.

In consideration of the premises and mutual covenants, representations, warranties, agreements and obligations set forth in this agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Fourmula and Owner agree as follows:

1. TERM OF AGREEMENT: The initial term of this agreement shall be one (1) year from the date set forth above ('Initial Term') and unless written notice of the termination of this agreement is sent by either party to the other, at least sixty (60) days prior to the expiration of the Initial Term, then this agreement shall be renewed on a year-to-year basis. Any twelve (12) month contract period after the end of the Initial Term will be referred to as a Renewal Term. The Initial Term and the Renewal Term(s), if any shall be collectively referred to as 'the Term'. If Owner shall give notice of the intention to terminate the Term of this agreement in accordance with the provisions hereof, then any such termination shall be effective on the first day of the semi-annual period (i.e. the six (6) month period ending 6/30 or 12/31 as the case may be) that follows immediately after the expiration of the Term. Owner understands that Fourmula has the right to enter into administration agreements, subpublishing or collection agreements with third parties within and without the U.S. and Canada. Some of these subpublishers may require Fourmula to license its catalog for a minimum of three (3) years. Accordingly, and solely with respect to all countries of the Territory, Fourmula shall have the right to administer the Compositions and grant its subpublishers and affiliates the right to administer the Compositions for a period ('Retention Period') commencing on the expiration of the Term and ending at the end of the semi-annual period then in effect on the date that is two (2) years following the end of the Term. Once the Term expires, Fourmula shall, upon the written request of Owner, notify Owner as to which subpublishing and collection agreements allow for earlier reversion of rights to the Composition(s) and Fourmula will, upon Owner's written request, use best efforts to notify those subpublishers and collection agencies that Owner has requested that all administration rights in and to the Composition(s) revert to Owner.

2. RIGHTS OF FOURMULA:

(a)    Owner grants and assigns to Fourmula during the Term and Retention Period, the following exclusive rights in and to the Composition(s):

(i)    the exclusive right to license, and cause others to license,
the exploitation of the Composition(s), including, without limitation, the right to license: (A) broadcast and other public performances, (B) the manufacture, distribution and sale of phonorecords, prerecorded tapes compact discs, audio-only format transcriptions and any other mechanical, electrical, digital or other reproductions of the Composition(s), in whole or in part (including the right to grant licenses to third parties authorizing so-called 'sampling' and/or interpolation and adaptations of the Compositions(s), whether now or hereinafter known embodying the Composition(s), at prevailing statutory or society rates, except where reduced rates are customarily granted in a county of the Territory, or where such rate has already been compromised by Owner; and (C) Territory-wide synchronization licenses for the right to record, reproduce, perform, represent and exhibit the Composition(s) by any method or media whether now known or hereafter devised, in and/or in connection with, radio, television, theatrical motion pictures, video games, advertisements and other audiovisual works and make copies thereof and export such copies to all countries of the Universe;

(ii)    the exclusive right to license use of the Composition in
radio or television commercials or for/in other advertising materials;

(iii)    the exclusive right to administer and grant rights in the
Composition(s) and copyrights therein;

(iv)    the right to use the name, image and likeness of the
composers and writers of the Composition(s) in connection with the exploitation of the Composition(s), any names, images and likenesses of the composers and writers of the Composition(s) submitted by Owner shall be deemed approved by Owner in connection with any exploitation of the Composition(s) under the terms of this agreement;

(v)    the exclusive right to grant non-exclusive 'grand rights'
licenses and the non-exclusive right to dramatize the Composition(s) and to license the use and performance of such dramatic versions throughout the Territory provided that the worldwide copyright in any dramatization of a Composition shall be owned exclusively by Owner;

(vi)    the exclusive right to make and publish new arrangements
and adaptations of the Composition(s) in the language(s) of the Territory;

(vii)    the exclusive right to print, publish and sell, alone or with
other works, printed editions or other reproductions of the Compositions; and

(viii)    the exclusive right to collect previously unpaid royalties,
receive monies, issue licenses, pay royalties, obtain copyrights and interact on Owner's behalf with Performing and Mechanical Rights societies. At Owner's written request and expense, Fourmula shall register in Owner's name, claims to copyright in the Composition(s) in the US Copyright Office.

(b)    The grant of performing rights is subject to the rights of ASCAP. BMI, SESAC or any other performing rights society with which Owner (and any person from whom Owner may derive rights) is or may be affiliated. Fourmula shall have the right to cause the performing and broadcasting rights in the Composition(s) to be registered with the performing rights societies in each country of the Territory so as to provide that the entire publisher's share of performance and broadcast fees shall be credited and paid to Fourmula. Owner warrants that in each country of the Territory, at least fifty (50%) percent (whether expressed as a percentage, as 6/12th, or as 1/2) of all public performance income generated by the Composition(s) shall constitute the publisher's share of public performance income from such Composition(s).

(c)    All copyright interests and third party contracts (other than
subpublishing agreements concerning compositions in addition to Composition(s) hereunder) shall be held in Owner's name or in the name of Owner's written designee, as Owner shall designate.

(d)    Fourmula shall not grant any licenses under the terms of this agreement for use in X-Rated films or tobacco advertising, without Owner's prior consent. However, in the event a majority owner of the copyright in the Composition(s) has otherwise agreed or consented to such use, then in such event, Owner's consent is deemed given.

3.   ROYALTIES: Fourmula agrees to pay Owner the following royalties based upon “At Source Revenue”. This shall mean all gross earnings that are received by Fourmula or its subpublishers, as applicable, “at source” and arising directly and identifiably from the Composition(s) after allowing for the following deductions only: (i) any sales taxes required to be deducted in any part of the Territory (ii) commissions properly deducted by performing rights societies, mechanical rights societies or any other such societies or collection agencies in any part of the Territory; (iii) any amounts permitted by this agreement and any amounts payable to arrangers, adaptors and translators; (vi) professional copies of the Composition(s) whether in compact-disc, vinyl, digital or print configurations, and copies of the same, not sold and paid for and issued for advertising and/or promotional purposes, shall be royalty free.

(i)    85% of Net Income derived from the sale, lease, license, grant or other disposition of mechanical, digital or electronic reproduction rights in the Composition(s) in the Licensed Territory;

(ii)    85% of Net Income derived from licensing the use of the Composition(s) in radio or television commercials or for/in other advertising materials;

(iii)    70% of Net Income derived from the so—called “publisherʼs share” of public performance income;

(iv)    10.00% of Net Income derived from the license of the right to print, publish or sell printed editions or other reproductions of the Composition(s).

(v)    85% of Net Income derived from any exploitation of the Composition(s) not specifically referred to in this paragraph 4;

(vi)    Owner shall be solely responsible for the payment of any and all royalties or other monies due to songwriters, co—publishers, income participants and other third parties to whom Owner is obligated to pay a portion of the income from any of the Composition(s). Owner warrants and represents that all third parties shall look solely to Owner for any such payments of royalties or other monies and Owner indemnifies Fourmula and holds Fourmula harmless from and against any claims, demands or actions by any third parties in accord with paragraph 12 of this agreement. Fourmula shall have the right to charge Owner a payment administration fee to cover all bank and electronic charges required to process payment of Owner's royalties. (“Payment Administration Fee”). The Payment Administration Fee shall be equal to the actual costs incurred in processing such royalty payment. For the avoidance of doubt any bank charges, transfer fees, paypal or other bank charges and/or commission shall be included in the Payment Administration Fee. In the event such cost shall be greater than the total royalty due then Fourmula reserves the right to hold such royalties until such time that Writers royalty account is in excess of the Payment Administration Fee.

4. ACCOUNTING: True and correct accounts shall be kept by Foumula for the semi-annual periods ending June 30 and December 31 of each year as Fourmula is accounted to and paid by its subpublisher within 90 days from the close of each semi-annual period. Fourmula will account to and pay to Owner, subject to the terms of this agreement, its publishing royalties due, if any, within 30 days from Fourmula's receipt of statements and payments from its subpublisher. All statements shall be accompanied by payment in US dollars on all sums shown as credits or payments due at the same rate of exchange as Fourmula is paid. Fourmula shall permit Owner or its representative to inspect, at Fourmula's place of business during usual business hours and not more than once per year and upon reasonable prior written notice, all Fourmula's books, records and other documents, and to make copies or excerpts to the extent that they relate directly to the Composition(s), for the purpose of verifying royalty statements rendered by Fourmula. Such inspections shall be at Owner's expense. All such royalty statements and payments shall constitute an account stated and shall be binding on Owner and not subject to any objection by Owner for any reason unless specific objection in writing stating the basis of the objection is given to Fourmula within 2 years from the date the statement is rendered. Owner may audit any statement only once.

5. EXECUTION OF DOCUMENTS: Owner shall sign any additional documents as Fourmula shall reasonably require to effectuate the intent of this agreement, if Owner fails to execute any such document within 5 days of Fourmula's request to Owner, Fourmula shall have the right to sign same in Owner's name as Owner's attorney-in-fact.

6. ASSIGNMENT: Owner agrees that Fourmula may assign its rights under this agreement to any third party corporation or firm. Owner may only sell, assign or otherwise transfer rights in and to any Composition(s) during the Term only if such Composition(s) remain subject to all of the terms and conditions of this agreement.

7. ACTIONS: Fourmula shall have the right but not the obligation to prosecute, defend, settle and compromise all suits and actions respecting the Composition(s) and generally to do and perform all things necessary concerning the same and the copyrights therein and to prevent and restrain the infringement of copyrights or other rights respecting the Composition(s). If Fourmula recovers any monies as a result of a judgment or settlement, after Fourmula first deducts the expenses of obtaining said monies, including reasonable attorneys' fees and costs of suit, the remainder of such monies shall be deemed additional royalties and shall be paid as provided in paragraph 4 above. Owner shall fully cooperate in all such matters. Any judgments against Fourmula and any settlements by Fourmula of claims relating to the Composition(s) together with costs and expenses, including attorneys' fees, shall be covered by the indemnity provisions of paragraph 9 of this agreement and Owner's indemnity payment under paragraph 9, shall be paid to Fourmula promptly upon demand and may also be recouped by Fourmula from any and all sums that may become due to Owner hereunder.

8. OWNER'S WARRANTIES: Owner warrants and represents that: (a) Owner is, and will be, during the Term and Retention Period, the sole owner of all rights granted to Fourmula under this agreement, in the Composition(s); (b) Owner has the right to enter into this agreement and grant to Fourmula any and all of the rights granted, and that exercise by Fourmula of any and all rights with respect to the Composition(s) will not violate or infringe upon any common law or statutory rights of any person, firm or corporation, including, without limitation, contractual rights, copyrights and rights of privacy. The rights granted in this agreement are free and clear of any claims, demands, liens or encumbrances. Owner acknowledges that Fourmula has the right to administer and publish compositions other than the Composition(s); (c) any sale, assignment, transfer or mortgage of Owner's copyright interest in the Composition(s) shall be subject to the terms and conditions of this agreement; (d) except to the extent any portion of the Composition(s) may be in the public domain, the Composition(s) are original musical works and are not infringements of any other work; (e) Owner has not sold, transferred, assigned, mortgaged, hypothecated, pledged or in any other manner disposed of or encumbered any rights or interests in the Composition(s), and the Composition(s) are free and clear of all claims, encumbrances and obligations whatsoever respecting the rights granted to Fourmula in this agreement; (f) Owner now has and will have, during the Term and Retention Period, shall maintain exclusive valid songwriters; contracts with any composers who may write or co-write any Composition(s) during the Term of this agreement which are published by Owner and that Owner will not breach any contracts or allow any breach of contracts; and (g) Owner has not accepted or will accept during the Term an advance of publishing royalties from any third party.

9. INDEMNITY: Each party ('Indemnitor') shall indemnify, save and hold harmless the other party ('Indemnitee'), its assigns, licensees and its directors, officers, shareholders, agents and employees harmless from any and all liability, claims, demands, loss and damage (including reasonable attorneys' fees and court costs) arising out of or connected with or resulting from any claim, demand or action initiated by a third party inconsistent with any of the warranties, representations or agreements made by Indemnitor and which is settled with Indemnitor's prior written consent or is reduced to a final non-appealalble adverse judgment in a court of competent jurisdiction. Indemnitor shall pay Indemnitee on demand any and all money to which this Indemnity relates. If Indemnitor refuses to agree to any proposed settlement Indemnitee finds acceptable, Indemnitor shall immediately post a surety bond with a bonding company approved by Indemnitee in an amount reasonably related to the claim, demand or action giving rise to any suit or action to which this Indemnity applies (including Indemnitee's anticipated reasonable attorneys' fees and legal costs). If Indemnitor fails to post a bond, Indemnitee may settle the claim, demand or action as Indemitee sees fit and Indemnitor's indemnity shall apply in full force and effect. Pending the determination of any claim, demand or action, if Fourmula is Indemnitee, Fourmula may withhold payments of any monies otherwise payable to Owner under this agreement in an amount that does not exceed Owner's potential liability to Fourmula, under this paragraph. However, Fourmula will release these monies if (a) no suit or action is filed in a court within 12 months from Fourmula being advised of the events giving a rise to such claim, demand or action or (b) Owner delivers to Fourmula an indemnity or surety bond in a form and with a company satisfactory to Fourmula, in an amount reasonably related to the scope of Owner's Indemnity with respect to any claim, demand or action to which the Indemnity applies.

10. SUBPUBLISHING AND COLLECION AGREEMENTS: Fourmula may enter into subpublishing or collection agreements with, and license or assign this agreement any and of its rights hereunder and delegate any of its obligations under this agreement to third parties throughout the world. Mechanical royalties for the Composiiton(s) for the US and Canada shall be collectable by Fourmula, The Harry Fox Agency, Inc., C.M.R.R.A. or any other collection agent.

11. ADDRESSES: The addresses of Fourmula and Owner shall be as provided above until written notice of a new address is provided. All notices may be in writing if in writing, should be delivered by hand or by a nationally recognized overnight courier service (e.g. FedEx, D.H.L., et. al.). The date of making personal service or of overnight courier delivery, whichever shall be first, shall be deemed the date of service. All notices must be, at a minimum, in e-mail form. All e-mail notices to Fourmula shall be sent c/o notices@thefourmula.com or as otherwise provided from time to time, in writing to Owner. All e-mail notices to Owner shall be sent c/o  tristanbradley@aol.com. All e-mail notices shall be deemed received by Fourmula upon Fourmula's e-mail acknowledgement of receipt.

12. MISCELLANEOUS: This agreement sets forth the entire understanding between Owner and Fourmula and cannot be changed, modified or cancelled except by a writing signed by the party to be charged. This agreement shall be governed by and construed under the laws of the State of New York applicable to agreements wholly performed therein. The invalidity or unenforceability of any provision of this agreement shall not effect the validity or enforceability of any other provision of this agreement. A waiver by either party of any term or condition of this agreement in any instance, shall not be deemed or construed as a waiver of such terms and conditions for the future, or of any subsequent breach. Neither party shall be deemed to be in breach of any of its obligations under this agreement, unless and until the other party first gives specific written notice hereunder, subject to paragraph 11, of the nature of the breach and the allegedly breaching party fails to cure the breach within 30 days after its receipt of the written notice. This agreement shall not be deemed to give any right or remedy to any third party whatsoever, unless such right or remedy is specifically granted by Fourmula in writing to such third party. Any schedules and Exhibits attached to this agreement will be a part of this agreement between Owner and Fourmula. This agreement is binding on and shall be to the benefit of the parties and their successors and assigns.

THIS AGREEMENT IS A LEGAL DOCUMENT AND OWNER ACKNOWLEDGES AND AGREES THAT OWNER HAS READ THIS AGREEMENT AND HAS BEEN ADVISED BY FOURMULA OF THE IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF OWNER'S CHOICE TO REVIEW THIS AGREEMENT. OWNER HEREBY ACKNOWLEDGES AND AGREES THAT OWNER HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF OWNER'S FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER OF SUCH RIGHT, OWNER WARRANTS AND REPRESENTS THAT OWNER WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER TO OBTAIN AN ATTORNEY AGAINST FOURMULA OR ANY OF ITS SUCCESSORS, LICENSEES AND ASSIGNS IN A COURT OF LAW.

COMPUTERIZED, PHOTOGRAPHIC AND FACSIMILE COPIES OF THE SIGNATURE OF AN AUTHORIZED REPRESENTATIVE OF FOURMULA AND OWNER MAY BE USED INSTEAD OF THE ORIGINALS AND TREATED AS IF THEY WERE ORIGINAL SIGNATURES HEREUNDER.

The parties have executed this agreement on the day and year as provided above.

'Owner':

DIGITAL SIGNATURE: Tristan Bradley

S.S. #/Tax ID #: NS175082C

D.B.A: iiwy

CAE #: 555555

D.O.B. 1/1/1970

By: ______________________

An Authorized Signatory for
THE FOURMULA GROUP LLC
d/b/a Songs of The Formula (BMI)