PODCAST LICENSING AGREEMENT
This Podcast Licensing Agreement (“Agreement”), dated by online registration form date (the “Effective Date”), is entered into by and between Soundville Media LLC (“Company”) and name listed on registration form (“Licensor”), in connection with the Podcasts (as defined in online registration). Company and Licensor are sometimes referred to individually as a “Party” and collectively as the “Parties”. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

COMMERCIAL TERMS SUMMARY
Podcast “Podcast” as used herein shall mean the first-class, unscripted, ad-supported, podcast programs produced during the Term (as defined below) that are (i) created by, hosted by, and starring name on online registration form (“Podcaster”) (with credits to be given accordingly, in both audio and textual formats, wherever credits appear), (ii) have the episodic length of at least 30 minutes for each Podcast episode), (iii) have an episodic production cadence of at least 1 new Podcast episode per week, (iv) are fully cleared for distribution; and (v) are produced in accordance with the applicable Company-approved technical specifications for which the Licensor will be provided in advance. The specifications set forth in (i)-(v) above are hereinafter referred to as the “Podcast Specifications”.
Term Unless earlier terminated in accordance with the Early Termination provisions set forth below, this Agreement begins with a 90-day trial period starting on the Effective Date (the “Trial Period”) and automatically renews for an initial 3-year period from the end of the Trial Period (the “Initial Term”). The Initial Term will automatically renew for two additional 24-month periods (each a “Renewal Term”). Together, the Trial Period, Initial Term, and Renewal Terms are referred to as the “Term.”
Granted Rights Licensor hereby grants to Company the exclusive, irrevocable and worldwide right and license to use, reproduce, copy, exhibit, distribute, transmit, sell, market, promote and/or otherwise exploit the Podcast, in whole or in part, in any and all media, whether now known or hereafter devised (collectively, the “Granted Rights”). Company shall be permitted to make customary edits to the Podcasts for purposes of timing and formatting, provided that such edits shall not materially alter the fundamental character of the Podcasts.
Name and Likeness Licensor irrevocably grants to Company the perpetual, transferable right throughout the universe to use Podcaster’s name, sobriquet, voice, actual and simulated likeness, biographical data and any other form of personal identification (collectively, “Podcaster’s Image”) in any media (whether now known or hereafter devised), in and in connection with the following: (i) the exhibition, advertising, publicity, promotion, and other exploitation of the Podcasts; and (ii) the business activities of Company or any of its affiliates, programming services, platforms and sponsors. Notwithstanding the foregoing, Company shall not be permitted to use Podcaster’s Image in merchandise that is sold to consumers (as opposed to “for free” promotional merchandise) without Licensor’s written approval in each instance and Company’s provision to Licensor of a merchandising royalty to be negotiated in good faith. For the avoidance of doubt, Company shall be permitted to freely use Podcaster’s Image in promotional materials and merchandise distributed for free in connection with the Podcasts. Licensor will have the opportunity to submit approved biographical data and approved still images of Podcaster (in a format and specifications to be provided by Company), and Company will use solely such approved biographical data and approved still images of Podcaster.
Licensor Rights Reserved Licensor reserves all rights not expressly granted to Company herein.
Ownership As between Company and Licensor, Licensor is and will be the sole and exclusive owner of all right, title and interest in and to the Podcasts, subject to the rights granted to Licensee herein.
Licensor Exclusivity Commencing on the Effective Date and continuing for and until the expiration of the Term, Podcaster will be exclusive to Company in all forms of podcast, radio and/or audio-only media, whether now known or hereafter devised. Notwithstanding the foregoing, Podcaster shall be permitted to make non-recurring guest appearances on podcast, radio and/or audio-only media programs, provided that Podcaster shall not: (i) denigrate Company, its affiliates, partners and/or sponsors, their respective directors, officers, shareholders, employees, agents, licensees, successors and/or assigns and/or any past, present or future programs produced by any of the foregoing; (ii) parody Company and/or the Podcasts; (iii) reveal any Confidential Information relating to Company, its affiliates, partners, sponsors and/or their respective activities or programming; (iv) make any use of the intellectual property, marks or other indicia of Company, its affiliates, partners and/or sponsors; (v) interfere in any way with the production of the Podcasts; and/or (vi) breach any other term of this Agreement.
Company’s Obligations During the Term Company shall (i) distribute the Podcasts through on all major podcast platforms (ii) marketing and promote the Podcasts and, (iii) provide ad sales services as further described in this Agreement.
Ad Sales; Ad Load During the Term, Company shall have the following rights and obligations in connection with the sale of advertising in connection with the Podcasts (“Ad Sales”):
(i) The exclusive right to manage the sales of programmatic and network advertising in connection with the Podcasts.

(ii) The exclusive right to market and sell live-read commercials (each, a “Live Ad Read” and, collectively, the “Live Ad Reads”) during and in connection with the Podcasts. Licensor will have approval over the copy of the Live Ad Reads, such approval shall not be unreasonably withheld, conditioned or delayed. Licensor may also be required to use, consume, touch or comment upon products or services in and in connection with the production, marketing, promotion, advertising, and/or other exploitation of the Podcast. Licensor hereby consents to any product placement (whether active or passive) in or in connection with the Podcasts. Notwithstanding the foregoing, if Company requests Podcaster to interact in “active” product placement with a sponsored product during the Podcast (outside of standard lead-ins, lead-outs and/or sponsor announcements), then Company will notify Licensor of such sponsor interaction in advance. and Licensor will be provided the opportunity to approve such sponsor interaction, in advance and in writing (email sufficing), provided that such approval shall not be unreasonably withheld, conditioned and/or delayed.
Profits, Reporting and Audit Rights Provided that Licensor is not in material breach of this Agreement, Licensor shall be entitled to receive 50% of a Net Revenue (as defined below) actually received by Company in connection with Ad Sales revenue it receives in connection with the Podcast, with all such Net Revenue to be paid and calculated on a on a monthly, as collected, basis. Payments to Licensor hereunder shall be made within 30 days of the end of each applicable calendar month. “Net Revenue” shall mean any and all non-refundable monies actually received by Company in connection with the Ad Sales, less only (i) any applicable agency fees, (ii) any and all costs incurred by Company in connection the distributing, marketing, promoting and/or otherwise exploiting the Podcast, and (iii) any additional operating costs (including, without limitation, a pro-rata portion of applicable accounting, platform hosting, and/or other administrative costs) incurred by Company in connection with carrying its obligations under this Agreement. Company makes no representation or warranty that the Podcast will be distributed and/or that there will be any Net Revenue.
During the Term and for two (2) years thereafter, and subject to the execution of Company’s non-disclosure agreement, an independent accounting firm reasonably acceptable to Company and acting on behalf of Licensor may, at Company’s offices and at Licensor’s sole expense, examine Company’s books and records solely for the purposes of verifying the accuracy of accounting statements rendered by Company to Licensor. Such books and records may be redacted by Company for the purposes of protecting any Company Confidential Information (as such term is defined in the Terms and Conditions attached hereto) embodied therein (such as, without limitation, the identify of Company’s vendors). Such books and records may be examined as aforesaid only: (i) during normal business hours, (ii) upon at least 30 days’ prior written notice, and (iii) within two (2) years after the date a statement is received hereunder. Licensor shall not have the right to examine such books and records more frequently than once in any 12-month period or more than once with respect to any statement. If an examination reveals a discrepancy between the examined books and records and payments made to Licensor, Company will promptly correct such discrepancy and pay the amounts determined pursuant to such audit to be owed to Licensor. Once an audit has been fully conducted with respect to any applicable period, such period shall not be subject to any additional audit or examination.
Costs Licensor shall be responsible for any and all costs incurred in connection with developing, recording and/or producing the Podcast. Company shall be responsible for any and all costs incurred in connection with marketing and distributing the Podcasts.
Early Termination Either Party may terminate this Agreement effective as of the conclusion of the Trial Period by giving the other Party at least 30 days prior written notice of its intent not to renew. Either Party may terminate this Agreement as of the conclusion of Initial Term, or any Renewal Term, by giving the other Party at least 90 days prior written notice prior to the end of the applicable period. Either Party may terminate this Agreement as otherwise set forth in the Terms and Conditions attached hereto.
Non-Solicitation During the Term and for a period of six (6) months thereafter, Licensor agrees not to solicit or engage in business with any third-party vendor that Licensor knows, or should reasonably know, is a vendor of Company, and was engaged by Company to assist with marketing services for the Podcast.
Non-Guild The parties acknowledge and agree that the Podcast is not subject to the jurisdiction of any guild, labor union or other collective bargaining organization.
Conditions Precedent Company’s obligations under this Agreement are contingent upon: (i) Company’s receipt of this Agreement fully executed by the Parties; and (ii) Company’s receipt of any tax or other documentation required for Licensor to receive payment from Company hereunder (collectively the “Conditions Precedent”).
Miscellaneous All other terms and conditions (including, without limitation, breach/default, suspension and force majeure) shall be subject to Company’s standard terms and conditions. This Agreement (including, without limitation the attached Term and Conditions, which Terms and Conditions are hereby incorporated into and made a part of this Agreement) sets forth the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may not be amended except in writing signed by the Parties. This Agreement may be executed in duplicate counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. For the purpose of this Agreement, a signature by email transmission will be deemed an original.

ACCEPTED AND AGREED BY ACCEPTANCE OF TERMS ON ONLINE REGISTRATION FORM
 
TERMS AND CONDITIONS



1. Licenses. Licensor hereby grants Company a non-exclusive, paid-up license during the Term to use Licensor’s marks and logos solely in connection with the Podcasts and Company’s exercise of its rights and obligations under the Agreement. Licensor is familiar generally with the quality of services rendered by Company concerning the activities to be performed by Company pursuant to this Agreement, which quality Licensor deems satisfactory for the purpose of Company rendering services under such marks pursuant to this Agreement. Company shall not alter such marks, or combine them with other elements, or create joint marks, or apply to register or maintain any registrations for such marks or marks similar thereto, whether as trademarks, Internet domain names, social media account names and handles, legal entity names or otherwise.

2. Reps/Warranties.

(a) Licensor represents and warrants to Company that (i) Licensor has the power and authority to enter into this Agreement and to perform all of Licensor’s obligations hereunder; (ii) neither the execution and delivery of this Agreement, nor the performance of Licensor’s obligations hereunder, will violate any agreement to which Licensor is a party or any federal, state or local law or regulation to which Licensor is subject, (iii) the use, reproduction, exhibition, distribution, transmission, sale, market, promotion and/or other exploitation of the Podcasts will not infringe upon or violate the rights of any party, including without limitation, copyright, patent, trademark, “moral rights,” unfair competition, contract, defamation, privacy, publicity or any personal or intellectual property right of any person, (iv) this Agreement has been duly executed and delivered by Licensor and constitutes the legal, valid and binding obligation, enforceable against Licensor in accordance with its terms, and (v) Licensor is in compliance in all material respects with any and all applicable laws, rules and regulations with respect to Licensor’s performance and obligations under this Agreement and the operation of Licensor’s business.
(b) Company represents and warrants to Licensor that (i) Company has the power and authority to enter into this Agreement and to perform all of its and Company’s obligations hereunder; (ii) neither the execution and delivery of this Agreement, nor the performance of Company’s obligations hereunder, will violate any agreement to which Company is a party or any federal, state or local law or regulation to which Company is subject, (iii) this Agreement has been duly executed and delivered by Company and constitutes the legal, valid and binding obligation, enforceable against Company in accordance with its terms, and (iv) Company is in compliance in all material respects with any and all applicable laws, rules and regulations with respect to Company’s performance and obligations under this Agreement and the operation of Company’s business.

(c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT

3. Indemnification. Each Party agrees to indemnify and hold harmless the other Party (which in the case of Licensor shall include Talent) and their affiliates, employees, successors, heirs or assigns from and against all liabilities, claims, losses, causes of action, costs, damages, and expenses (including, but not limited to, reasonable outside attorneys’ fees and expenses in the defense and disposition of such matters) (“Losses”) incurred in connection with any third party claims that relate to or arise out of an alleged breach of such Party’s representations, warranties, covenants or obligations under this Agreement, or such Party’s gross negligence or willful misconduct. Company further agrees to indemnify, defend and hold harmless Licensor from and against all Losses incurred in connection with any third-party claims that relate to or arise out of the exercise of Company’s right hereunder, except to the extent such third party claim is directly attributable or related to an act, omission or breach by Licensor of its obligations hereunder or Licensor’s gross negligence, willful misconduct or fraud. Licensor further agrees to indemnify, defend and hold harmless Company, its parents, subsidiaries, affiliated and/or related entities, and their successors, transferees, assigns and licensees, and the respective directors, officers and employees of each, free and clear from and against any and all Losses in any way arising by reason of any third party claims that use by Company of the Podcasts as permitted under this Agreement and as delivered by Licensor to Company under this Agreement infringes, misappropriates or otherwise violates the rights of any third person.

A Party’s (in such capacity, the “Indemnifying Party”) obligations to the other Party (in such capacity, the “Indemnified Party”) hereunder is subject to the following obligations: (i) the Indemnified Party must notify the Indemnifying Party promptly in writing upon knowledge of any claim for which the Indemnified Party may be entitled to indemnification under this Agreement (provided that an Indemnified Party’s non-prejudicial notification delay shall not preclude an Indemnifying Party’s indemnification obligation); (ii) the Indemnified Party must cede to the Indemnifying Party control of the defense and settlement of any such claim; (iii) the Indemnified Party must provide reasonable assistance to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of such claim; and (iv) the Indemnified Party must not admit liability or wrongdoing or settle any such claim without the Indemnifying Party’s express prior written consent not to be withheld or delayed unreasonably.

4. Confidentiality. All information furnished or disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), including this Agreement, is the "Confidential Information" of Disclosing Party and will be returned (along with all copies and other reproductions thereof) to Disclosing Party promptly upon request. Receiving Party will preserve the confidentiality of such Confidential Information using the same degree of care, but no less than a reasonable standard of care, as Receiving Party uses with regard to its own proprietary information to prevent disclosure, use or publication thereof. Receiving Party will use Confidential Information solely for performance of its obligations under this Agreement and for other purposes only upon such terms and conditions as Disclosing Party agrees upon in writing. Notwithstanding the foregoing, a Receiving Party’s disclosure of Confidential Information to the extent necessary to comply with any law or the valid order of a court of competent jurisdiction shall not violate this Agreement, provided that (i) the Receiving Party notifies the Disclosing Party (if not prohibited by law from doing so) of such obligation and cooperates with the Disclosing Party at the Disclosing Party’s expense to seek a protective order or to pursue other reasonable means to protect such information from unauthorized use or disclosure, and (ii) the Receiving Party does not disclose any more Confidential Information than is necessary to comply with such requirement. A Receiving Party may disclose Confidential Information to its auditors, accountants, and attorneys whose professional rules obligate them to preserve confidences or who otherwise agree to be bound by provisions no less protective than the provisions of this Section.

Licensor understands, agrees and acknowledges that the provisions in this Agreement do not prohibit or restrict it from communicating with the DOJ, SEC, or any other governmental authority, making a report in good faith and with a reasonable belief of any violations of law or regulation to a governmental authority or cooperating with or participating in a legal proceeding relating to such violations including providing documents or other information. Licensor is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (1) no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (a) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. Neither Party will consent to and/or authorize any promotion or publicity in connection with this Agreement or the services to be rendered hereunder without the express prior written approval of the other Party, except for incidental, non-confidential non-derogatory mentions in such Party’s personal publicity.

5. Termination. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within fifteen (15) days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

6. Force Majeure. No Party hereto shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such Party’s (in such capacity, the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national or regional emergency, revolution, insurrection, epidemic, pandemic (including, without limitation, COVID-19), lock-outs, strikes or other labor disputes (whether or not relating to either Party’s workforce) or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, or as concerns Talent, illness, pregnancy, or other personal health circumstances that Talent notifies Licensor in good faith reasonably preclude her from performing her tasks in connection with the Agreement. Should a Force Majeure Event occur, the Impacted Party shall be entitled to give written notice within ten (10) days of the occurrence of the Force Majeure Event to the other Party (the “Force Majeure Notice”), stating the period of time the Force Majeure Event is expected to continue and the specific provisions of this Agreement that the Impacted Party will not be able to perform as a result of such event. The Impacted Party shall use all commercially reasonable efforts to mitigate the impact on compliance with this Agreement as a result of such Force Majeure Event. The Impacted Party shall resume the performance of its affected obligations as soon as reasonably practicable after the Force Majeure Event ceases to materially affect the Impacted Party. The Term of this Agreement shall automatically be extended by the number of days during which the Force Majeure Event continues calculated from the date the Force Majeure Notice was issued through the date that the Force Majeure Event ceases to materially affect the Impacted Party’s ability to perform under this Agreement; provided that in the event that the Impacted Party is unable to comply in all material respects with the terms of this Agreement by reason of the Force Majeure Event within ninety (90) days following the issuance of the Force Majeure Notice, then the other Party shall have the right to terminate this Agreement upon ten (10) days’ written notice to the Impacted Party.

7. Notices. Any notice or other communication under this Agreement given by either Party to the other Party will be in writing and must be sent by registered letter, receipted commercial courier, email or electronically receipted facsimile transmission (acknowledged in like manner by the intended recipient) at its notice address as specified on the signature page of this Agreement; provided that no notice of termination of this Agreement will be deemed properly given unless sent by registered mail to such address(es) and designated recipients. Either Party may from time to time change such address or individual by giving the other Party notice of such change. A copy of all notices issued by Licensor pursuant to this Section shall be provided to: Cowan, DeBaets, Abrahams & Sheppard LLP, 60 Broad Street – 30th Floor, New York, NY 10004; Attn: Scott Sholder; Email: ssholder@cdas.com. A copy of all notices issued by Company pursuant to this Section shall be provided to: [Insert].

8. Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANY PERSON OR ENTITY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR AMOUNTS ARISING PURSUANT TO SECTION 3, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS RECEIVED BY AND OWED TO LICENSOR UNDER OR IN CONNECTION WITH ITS PERFORMANCE OF THIS AGREEMENT.

9. Miscellaneous. Licensor may not assign this Agreement without the prior written consent of Company in its sole and exclusive discretion. Any purported assignment or transfer in violation of this Agreement is void. The relationship of the Parties will be that of independent contractors, and nothing in this Agreement will be construed to constitute a partnership, joint venture, employment relationship, agency relationship nor any other relationship between the Parties other than that of independent contractors. Neither Party will have the right to bind the other Party in any way or hold itself out to third parties as having such right, without the prior written consent of the other Party. Company and Licensor acknowledge and agree that nothing in this Agreement will obligate Company to recognize or bargain with any union or guild or to become signatory to any collective bargaining agreement with regard to the Podcast or any services to be rendered by Podcaster. This Agreement, the rights and obligations of the Parties hereto, and any claims or disputes thereto, will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law principles. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties agree to first seek resolution through mediation. The mediation shall be conducted in Cornelius, North Carolina, under the rules of the American Arbitration Association, or another mutually agreed-upon mediation service. Each Party shall bear its own costs and expenses, including one-half of the mediator's fees. If the dispute is not resolved through mediation within sixty (60) days after the request for mediation is made, The Parties agree to submit to the exclusive jurisdiction of State and Federal Courts located in Wilmington, Delaware, which shall hear any dispute, claim, or controversy arising in connection with or relating to this agreement, including, but not limited to the validity, breach, enforcement or termination thereof. The Parties hereby waive any objection to the personal jurisdiction and venue of such courts, including, without limitation, on grounds of forum non conveniens. This Agreement may be amended, and the observance of any provision of this Agreement may be waived (either generally or any particular instance, and either retroactively or prospectively) only with the written consent of both Parties. The failure of either Party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. All remedies, whether at law, in equity, or pursuant to this Agreement will be cumulative. This Agreement constitutes the entire understanding of the parties hereto and replaces any and all former agreements, understandings and representations relating in any way to the subject matter hereof. This Agreement may be executed by manual or electronic signatures and in counterparts, each of which shall be deemed an original and all which together shall constitute one and the same instrument. Electronic signatures or signatures delivered in counterparts or via electronic mail as a PDF (Portable Document Format) attachment shall hold the same force and effect as an original signature for purposes of binding the Parties to this Agreement.

Notwithstanding any termination or expiration of this Agreement, any provisions that by their nature should reasonably survive, including but not limited to the rights and obligations related to confidentiality, indemnification, and intellectual property, shall continue in full force and effect.