`This Agreement is made this)?-[def F0!
`and between SYNI'H—BANK (hereinafter referred to as "SYNTH-
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`BANK"), a proprietorship of Bryan Bell, with a principal
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`business address at 12080 Southwest Parkway, Portland,
`Oregon
`97225: and— (hereinafter referred to
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`as 'Artist") with a
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`rinci
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`business address
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`at
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`WHEREAS. SYNI'E—BANK distributes synthesized and digi-
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`tized sounds and music using on-line computer data storage
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`and retrieval systems and through cartridges, cassettes,
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`and other media: and
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`WHEREAS, SYNTH-BANK seeks to distribute and copy
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`certain works of Artist through computer systems and em-
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`bodied in various media;
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`NOW ‘JEEREFORE, for mutual considerations, rxeipt of
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`which is mutually acknowledged. SYNTB-BANK and Artist agree
`as follows:
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`I.
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`For purposes of this Agreement, these terms are de-
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`fined as follows:
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`Page 00001
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`"Sounds" means digital and/or synthesized information
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`related to generation of Sounds provided to SYN'l‘H—EANK by
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`Artist pursuant to this Agreement, which are more specific-
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`ally identified in Attachment A, a copy of which is at-
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`tached hereto.
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`“Cartridge Media" means any data storage devices (includ-
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`ing but not limited to cartridges, magnetic media, and
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`other software,
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`firmware, or hardware) which contain the
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`electronic or digital information for Sounds to be used in
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`connection with Synthesizers.
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`'on—Line System‘ means any remote computer facility at
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`which electronic data embodying the Sounds are stored for
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`access by End Users,
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`typically via telecommunications and
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`computer system (5) .
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`"Synthesizer" means any electronic device capable of repli-
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`cating the sounds produced by conventional musical instru-
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`ments and of generating and manipulating unique or unustal
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`sounds.
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`‘Gross Receipts“ means all gross monim received by SYMB-
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`BANK directly relating to the Sounds,
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`less any sales,
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`taxes, use taxes, or similar levies, and fees charged by
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`telecommunications carriers (such as, without
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`limitation,
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`Telenet, Tymnet, and Uninet).
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`Page 00002
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`‘End User" means a person who uses Sounds in connection
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`with Synthesizers for purposes such as creating music. For
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`example, without limitation, a customer of s!N'm—BANK or
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`its licensees, who is licensed to use Sounds in connection
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`with Synthesizers would be an End User.
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`II. QAMJEJJQIE
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`2.1 License
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`Artist hereby grants to SYNTI-I-BANK the exclusive
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`worldwide right to input, store, retrieve,
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`transmit, copy,
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`distribute, and use the sounds in on-Line Systems and/or
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`cartridge Media for use in connection with Synthesizers.
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`2.2 m
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`Notwithstanding the foregoing, Artist may use the
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`Sounds in musical recordings and performances, for purposes
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`other than that of reproducing and/or distributing the
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`Sounds to End Users for use in connection with Synthe-
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`sizers .
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`2.3 km
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`‘me duration of the license granted hereunder shall
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`begin as of the date of this Agreement and continue for a
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`term of two (2) years. Thereafter, this Agreement shall
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`automatically continue in effect for consecutive terms of
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`five (5) years each, unless either party notifies the other
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`in writing, at least ninety (90) days prior to the
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`Page 00003
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`expiration of the then—current term, that it wishes to
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`terminate this Agreement.
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`III.
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`3.1 mK
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`During the term of this Agreement, S!Ni'H—BANK shall
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`pay Artist a royalty of '5
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`percent (3 %) on SYNTH-
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`BANK'S Gross Receipts directly relating to the Sounds de-
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`rived from On—L.ine Systems.
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`3.2
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`During the term of this Agreenent,
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`SYNm—BANK shall
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`pay Artist a royalty of I percent (£0 %) on
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`S!N'm-BANK'S Gross Receipts dir
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`ly relating to the Sounds
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`derived from Cartridge Media.
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`3.3 Eaynflxts
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`Accounting of all the Artist's earnings hereunder,
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`accompanied by payment of any monies due, shall be rendered
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`no later than March 1 and September 1 of each year, with
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`reference to the periods ending the preceding December 31
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`and June 30 respectively.
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`3.4 Audit:_B.i§hts
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`The Artist or a certified public accountant desig-
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`nated by Artist shall have the right, upon reasonable
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`written notice, to examine the records of S!Nm—BANK (inso-
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`far as they relate to the Sounds) during normal business
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`Page 00004
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`hours and under such conditions as SYNTH-BANK may reason-
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`able prescribe.
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`IV. AflI$5
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`4.1 Warranty
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`Artist warrants and represents that:
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`a) Artist has the full right and power to enter into
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`and perform this Agreement;
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`b) Artist is the sole owner and proprietor of the
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`Sounds to the extent permitted by copyright law and that
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`the Sounds do not infringe the copyrights or other rights
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`of any third party.
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`4.2 Indetmity
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`Artist hereby indemnifies and holds SYNTH-BANK,
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`its
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`officers, employees, and agents, harmless against any and
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`all claims. actions, damages, liabilities, costs, expenses
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`(including attorneys’ reasonable fees) arising out of a
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`breach or alleged breach of any warranty or representation
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`made by Artist herein.
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`V. ADSZEEIISIE
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`5.1 Admrtisins
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`SYN'm—BANK shall use reasonable efforts to advertise,
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`promote, and distribute the Sounds, but may determine the
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`scope and extent of such efforts in its sole discretion.
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`Page 00005
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`5.2 Adyertiain9_Bmmxal
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`SYN'I'H-BANK may use Artist's name,
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`likeness, and bio-
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`graphical details for purposes of advertising and trade
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`relating to the Sounds; provided that SYNTH-BANK submits
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`any proposed advertising or promotional material to Artist
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`for his or her approval prior to distribution.
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`If Artist
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`does not approve or reject any proposed advertising or
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`promotional material within ten (10) days of sudi notice,
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`the material shall be deemed to be approved; and Artist's
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`approval shall not in any case be unreasonably withheld.
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`5-3 E
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`Notwithstanding Paragraph 3.1, SYN'IH—BANK may publish
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`Artist's name without seeking Artist's approval in lists of
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`artists and Sounds available through On—Line Systems and
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`Cartridge Media.
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`VI. EXES
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`6.1 Rrneaiure
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`If Artist and SYN'rB—BANK desire to add additional
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`Sounds of Artist, Artist shall supply such additional
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`Sounds to SYNIEH-BANK along with a letter authorizing S!N'm—
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`BANK to include these additional Sounds hereunder.
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`6.2 mm
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`All of the terms and conditions under this Agreement
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`relating to Sounds shall apply to such additional Sounds.
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`Page 00006
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`QNEML
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`7.1 Execution
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`This Agreement shall not become effective or binding
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`upon either party until it has been executed by both par-
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`ties .
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`7.2 fiifififllfi.
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`'mis Agreanent shall be binding on the parties hereto
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`and on their successors, executors. administrators, as-
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`signs. and heirs.
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`7.3 mixer
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`No waiver of any breach of any provision of this
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`Agreement shall constitute a waiver of any other breach of
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`the same or any other provisions, and no waiver shall be
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`effective unless it is in writing.
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`7.4 seysrahiliix
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`The invalidity or unenforceability of any provision
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`of this Agreement shall in no way affect the validity or
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`enforceability of any other provision.
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`7.5 sursziszal
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`Articles 4 and 7 herein shall survive any termination
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`of this Agreenent.
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`Page 00007
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`7.6
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`Nothing in this Agreement shall be considered to
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`create a partnership or joint venture between the parties
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`hereto, nor shall either of the parties hereto be bound or
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`become liable because of any representation, action or
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`omission of the other.
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`7-7- Qmm:tuni1'.y_t9_Q.1re
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`Neither party hereto shall be deemed to be in default
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`under the terms of this Agreement unless the party alleging
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`the default sends a written notice to the other setting
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`forth the exact nature of the alleged default, and the
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`defaulting party shall fail to cure such default within
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`ninety (90) days following its receipt of such notice.
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`7.8 notice
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`Except as the parties have expressly agreed otherwise
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`in this Agreement. all communications provided for here-
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`under by either party to the other shall be in writing and
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`shall be delivered or sent to the other party addressed as
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`follows:
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`If to SYN’!!!-BANK:
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`Hr. Bryan Bell
`S!N'm—EANK
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`12080 Southwest Parkway
`Portland. Oregon
`97225
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`If to Artist:
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`Page 00008
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`Either party may by written notice designate a change
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`of address.
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`7.9 cautions
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`The captions and descriptive headings of the various
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`sections and other provisions of this Agreement are in-
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`cluded for purpose of convenience only, and shall not be
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`deemed to affect the meanings or constructions of any of
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`the provisions hereof.
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`7.10 m
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`This Agreement constitutes the entire understanding
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`of the parties in relation to the subject matter hereof.
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`Except as provided for herein, this Agreement may be amen-
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`ded or modified only by written documents signed by both
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`parties .
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`IN WITNESS WHEREDP, the parties hereto have caused this
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`Agreement to be executed as of the day and year first
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`written above.
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`bblsynl .mfa 1l/12/85
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`Page 00009
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`Sounds provided by Artist to SYN'.m—BANK:
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`Page 00010