BOCA/BOHSA Authorization

I represent and warrant that I am authorized to submit this application on behalf of my group and that this application does not violate the rights of any third party.

In addition, solely in the event that, in Varsity Vocals, LLC’s sole discretion, the above-referenced group’s (hereinafter, individually and collectively, the “Licensor”) above-referenced track (each a “Master Recording”) is selected for inclusion on a Varsity Vocals, LLC (hereinafter, the “Licensee”) compilation album (a “Compilation”) Licensor hereby agrees to the following license agreement (the “Agreement”), which sets forth the basic terms of the understanding between Varsity Vocals, LLC (“Licensee”) on the one hand, the Licensor on the other, in respect of Licensee and Licensor entering into certain agreements in connection with Licensee’s services as a record label.

WHEREAS, Licensor is the owner of the original Master Recording and Licensor wishes to license the Master Recording to Licensee, and Licensee wishes to license the Master Recording from Licensor for use in connection with the production and worldwide distribution of the compilation album “Best of College A Cappella” (the “Compilation”) and other products produced and/or distributed by Licensee and its successors or assigns.

NOW, THEREFORE, in consideration of the promises and agreements hereinafter set forth, the parties hereby agree as follows:

1) Grant of Rights

(a) Licensor hereby grants to Licensee a worldwide, perpetual, royalty-free, non-exclusive right and license to publicly perform, display, broadcast, transmit, license/sublicense, manufacture, distribute, sell, and otherwise use the Master Recording, through all channels of distribution now known or hereinafter developed, on or in connection with the Compilation and/or releases of other products produced and/or distributed by Licensee. Without limiting the foregoing, Licensor expressly acknowledges that Licensee may distribute the Master Recording via the Internet and any other means of electronic distribution, which will result in the non-exclusive distribution of the Master Recording through digital download retailers potentially including, without limitation, iTunes, Amazon, Rhapsody, BuyMusic, and MSN Music.

(b) Licensor grants Licensee the right to use the names (both legal and professional), trademarks, images, likeness, voices, statements and biographical material of the Licensor and all persons appearing in and/or performing on the Master Recording and the directors and producers of same for general and publicity purposes, in any and all media, whether now existing or later developed. Licensor waives any right to inspect and approve the use of the Licensor’s name, trademarks, or any of Licensor’s members’ names and/or likenesses by Licensee, and will not hold Licensee responsible for any damages resulting from the use of same.

2) Compensation

(a) In the event that Licensee pays a royalty to any owner of a recording included in the Compilation, Licensee will immediately notify Licensor of such payment and immediately begin to pay Licensor the same royalty. If different royalties are paid to different owners, Licensee will pay Licensor the highest of such royalties for the use of the Master Recording thereunder.

(b) Licensor hereby agrees to purchase fifty (50) CD copies of the Compilation at a cost of $300.00 US. Licensee acknowledges that Licensor may re-sell these CDs at any price. Payment is due with the return of this Agreement (any checks shall be made out to VARSITY VOCALS).
(c) Licensor may purchase the Compilation from Licensee for no more than $6.00 US per disc plus shipping for as long as the disc is in print.

3) Mechanical Licenses

Licensor will have no responsibility to acquire or pay for mechanical licenses in connection with Licensee’s production and/or distribution of the Master Recording.

4) Representations and Warranties

Licensor hereby warrants, represents and agrees that Licensor has the full right, power and authority to enter into and perform this Agreement and to grant to Licensee all of the rights herein set forth, free and clear of any and all adverse claims, rights and obligations whatsoever. Licensor further warrants and represents that: a) Licensor owns 100% of the rights in and to the Master Recording; b) neither the Master Recording nor any other selections, materials, ideas or other properties Licensor furnishes to Licensee (including, without limitation art work, packaging, advertising materials and photographs), nor any professional names used by Licensor, nor will Licensee’s exercise of its rights hereunder, infringe on any common law or statutory right of any person, firm or corporation, including, without limitation, contractual rights, rights of privacy or of publicity, copyrights, trademarks, trade secrets, or other intellectual property; c) Licensor has all rights necessary to enter into and fully perform this Agreement including all rights to the vocal and musical performances embodied in the Master Recording and any necessary artists’ consents for the use of the Master Recording as specified herein; and d) the use of the Master Recording as provided hereunder is not subject to any union jurisdiction. Licensor warrants and represents that Licensee and all of its agents and assigns shall not be responsible for the payment of public performance fees for any of the uses outlined herein. Licensor agrees that nothing herein will constitute any obligation on the Licensee to make use of the rights set forth herein.

5) Indemnification

Licensor hereby agrees to indemnify, defend and hold harmless Licensee, its officers, directors and employees, and their respective associated or affiliated companies, successors, assigns, and licensees (hereinafter called “Indemnitees”) from and against any and all claims, suits, actions and any damages, costs, charges, legal fees and disbursements, recoveries, judgments, penalties, expenses or losses of whatsoever kind or nature including attorneys’ fees which may arise by reason of any breach or alleged breach by Licensor of any of its warranties or representations hereunder or claim of violation of any other rights resulting from any authorized use made by the Indemnitees of the Master Recording. All costs incurred by Indemnitees in enforcing Licensor’s indemnity obligations hereunder, including but not limited to attorneys’ fees and court costs, shall be borne by Licensor.

6) Breach and Cure

Licensee shall not be deemed in breach of the material obligations hereunder unless Licensor notifies Licensee of any alleged breach and Licensee fails to remedy such breach with ten (10) days following receipt of Licensor’s notice thereof.

7) Confidential Information

Licensor agrees that it will not utilize or disclose to any party any confidential or proprietary information obtained hereunder regarding Licensee or any of its products or services.

8) Waiver, Amendment or Modification

The waiver, amendment or modification of any provision of this Agreement, or any right, power or remedy under the agreement shall not be effective unless in writing and signed by the party against whom enforcement of such waiver, amendment or modification is sought.

9) Governing Law

The validity, construction and performance of the Agreement in the legal relations between the parties to his Agreement shall be governed by and constructed in accordance with the laws of the State of Illinois, without regard to conflicts of laws principles. The parties hereto consent to the venue and jurisdiction of the federal, state and local courts located in Cook County, Illinois.

10) Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement which can be given effect without the invalid provision will continue in full force and effect and will not in any way be impaired or invalidated.

11) Entire Agreement

This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written of the parties. There are no warranties, representations and/or agreements among the parties in connection with the subject matter hereof, except as specifically set forth and referred to in this Agreement. This Agreement is not effective until signed by all parties.

If the foregoing correctly sets forth your understanding of our agreement, please so indicate by e-signing in the space provided below. By signing below on behalf of Licensor, the undersigned warrants and represents that he/she is of legal age to enter into contracts and that he/she has the full right, power and authority to enter into this Agreement on behalf of Licensor.