Producer Agreement

COMPOSITION(S)/MASTER(S)
One (1) master recording(s) (“Master(s)”) embodying Artist’s featured performance of the musical composition(s) (the “Composition(s)” and each a “Composition”). The Master(s) shall be deemed works-for-hire and shall be owned exclusively by Company in perpetuity.

CONSIDERATION
Company shall pay or shall cause Distributor to pay Lender a non-recoupable “all-in” fee in the amount of Sixty Thousand Dollars ($60,000.00) (the “Fee”), payable upon execution of this Agreement.

PRODUCER ROYALTY
Company shall pay or shall instruct and cause Distributor to pay to Lender a producer royalty equal to five percent (5%) PPD on all royalties attributable to exploitation of the Master(s), payable from record one and not subject to recoupment, cross-collateralization, reserves, deductions, or offsets of any kind.

MASTER SYNCHRONIZATION PARTICIPATION
Producer shall receive five percent (5%) of all gross master synchronization income attributable to the Master(s), including without limitation all upfront license fees, backend royalties, residuals, reuse fees, renewal fees, and all other synchronization-related income now known or hereafter devised across film, television, advertising, trailers, video games, streaming media, branded content, and all audiovisual uses. Producer approval shall be required for all master synchronization licenses.

SOUNDEXCHANGE / NEIGHBORING RIGHTS
Producer shall receive fifty percent (50%) of Artist’s featured performer share of all SoundExchange royalties and neighboring rights income attributable to the Master(s), calculated on a gross basis and payable directly to Producer via irrevocable letters of direction, and not subject to recoupment, reduction, withholding, deduction, or offset of any kind.

CONTROLLED COMPOSITION
Producer shall receive fifty percent (50%) of all writer and publisher income attributable to the Composition(s), including without limitation mechanical royalties, performance royalties, and composition synchronization income, calculated on a gross basis without deduction of administrative commissions or collection fees.

NON-DILUTION
Producer’s compensation and participation rights shall be irrevocably vested, non-reducible, and non-dilutable. Any payments to additional producers, mixers, engineers, or third parties shall be borne solely by Company and/or Artist and shall not reduce Producer’s compensation in any manner.

CREDIT
Producer shall receive prominent producer credit in connection with all exploitations of the Master(s), including metadata, streaming platforms, physical products, advertising, promotional materials, and audiovisual content, in the form: “Produced by XAVIER THOMPSON”.

CREATIVE APPROVAL
No remix, alteration, derivative work, stem usage, artificial intelligence recreation, or other modification of the Master(s), and no master synchronization use thereof, shall occur without Producer’s prior written approval.

PAYMENT PRIORITY
Notwithstanding anything to the contrary herein or in any other agreement now or hereafter in effect, all payments to Lender shall be calculated and paid on a gross basis prior to any recoupment, amortization, reserves, cross-collateralization, deductions, or chargebacks of any kind, and all Producer compensation shall be deemed first-dollar gross participations not subject to reduction or delay, with any conflicting provisions in upstream agreements subordinated to Lender’s rights.

ACCOUNTING
Company shall provide quarterly royalty statements within thirty (30) days after each quarter-end, detailing all exploitations of the Master(s), including streaming, sales, licensing, synchronization, and neighboring rights income.

AUDIT RIGHTS
Producer shall have the right to audit Company and Distributor records relating to the Master(s) no more than twice per year. Underpayments exceeding five percent (5%) shall require reimbursement of audit costs.

ENTIRE AGREEMENT
This Term Sheet reflects the full understanding of the parties and shall be binding upon execution. It may only be modified in writing signed by all parties. Electronic signatures shall be binding and enforceable.