NON-EXCLUSI VE

DI GI TAL DISTRI BUTI ON AGREEMENT

ARTIST LABEL

Full Name:

Artist Name:

Address:




Email:

RedSeaDanceRecords

RSD House
Sherouk Buildings
Building 77, 5
th
Floor, Apartment 52,
Nasr City, Cairo, Egypt

Tel: (+2) 0122959464

Email: pr@redseadancerecords.com


1. Agreement

This global, Non-Exclusive Digital Distribution Agreement is between
The Artist and RSD Records in relation to the Body of Works (as
listed on the Body of Works document), effecti ve from (date)

____________
The relationship between RSD Records and The Artist is that of
independent contractors. Nothing contained herein shall be construed as
creating an agency, partnership or any other form of joint enterprise
between the parties or to allow either party to bind the other or incur any
obligation on its behalf.

1.1 Body of Works or Works refers to The Artists artistic work, musical
works and literature works comprising the music which The Artist has
supplied to RSD Records in relation to this Agreement. Additional
Body of Works can be submitted at any time.
1.2 Digital Distribution means distribution via online music download sites
in all Formats via Distribution Partners, Affiliated Companies and/or
Associated Subsidiaries.
1.3 Formats means all electronic media including, but not limited to audio
(MP3, MP2, CD-ROM, WMA, RealAudio, OGG Vorbis, Samples,
AIFF, WAV, Midi, Cubase, Sequencer File and SampleCell); Web
Radio; Radio; Ringtones; Video (DVD, Flash, YouTube, VeVo) in all
multimedia configurations commercially available currently known
and all future unknown.
1.4 Distribution Partners, Affiliated Companies and/or Associated
Subsidiaries means companies or individuals whose ordinary course
of business is the distribution of Works via Digital Distribution. RSD
Records retains the right to assign any or part of this Agreement to
any one of its Distribution Partners, Affiliated Companies and/or
Associated Subsidiaries. All terms and conditions would remain as
per this Agreement with no change to The Artists royalty rates.

Read & agreed by The Artist please initial ____________



Publishing Rights

As this is a Non-Exclusive Digital Distribution Agreement, The Artist or
nominated publisher retains all publishing rights, even though The Artist
agrees to assign Digital Distribution rights for this designated Body of Works
to RSD Records.

2.1 In the case where The Artist is already under publishing agreements,
then no assignment of publishing rights are required. RSD Records
will need to know the full contact details for any designated publisher
to ensure that all details are noted correctly in all Digital Distribution
systems that RSD Records uses to distribute the Body of Works
globally.
2.2 All master ownership rights of the Body of Works will rest with who
owns the masters.
2.3 The Artist must not assign or sub-license the whole or any part of
their rights under this Agreement.

2. Duration

RSD Records will distribute the Body of Works for an indefinite period of time.
RSD Records can remove the Body of Works upon written request from The
Artist, from all the appropriated channels of distribution for a fee of $AUD500
per track this is due to the amount of time it would take to remove all the
Works from the large number of distribution channels utilised.

3. Termination

Either party may request changes to, and or termination of this Non-Exclusive
Digital Distribution Agreement in writing 21 days from the date of execution.

4.1 If a request is made to change this Agreement, each party must
consent to the relevant change/s.

This Agreement will be deemed terminated if either party breaches any of the
terms and having been given 30 days notice requiring the relevant party to
rectify its breach, fails to do so; or enters into liquidation or is declared
insolvent or bankrupt in any legal proceedings.

4.2 In the unlikely event that there is a disagreement on the operation or
interpretation of this Agreement, all parties agree that the matter will
be referred to the arbitration by an expert appointed by the Arts Law
Centre in Sydney, Australia or whom-ever else we may agree upon.
4.3 Any decision made by such an Arbiter will be binding upon all parties.
4.4 This Agreement will be governed by and construed in accordance
with the laws of New South Wales, Sydney, Australia; and the parties
hereby submit to the exclusive jurisdiction of the courts of New South
Wales.


Read & agreed by The Artist please initial ____________



4. Expenses

RSD Records will not be required to make any payments of any nature for, or
in connection with the acquisition of this Body of Works.

There are no processing fees associated with the acquisition of The Artists
Body of Work for Digital Distribution; but in the event that no sales have been
completed during the first 12 months of the Agreement, then all further Bodys
of Work submitted by The Artist will incur an $AUD150 processing fee.

The Artists Warranty

5. Authority

The Artist confirms that they are over 18 years of age and have full power and
authority to enter into this Non-Exclusive Digital Distribution Agreement,
meaning, The Artist is currently not bound by an exclusive agreement with
any other record company and The Artist does not require permission of any
other party to enter into this Agreement.

The Artist shall inform RSD Records immediately if they enter into an
exclusive agreement with any other record label.

6. Intellectual Property

The Artist is the owner of the Intellectual Property of this Body of Works.

7.1 Intellectual Property means the copyright of the Body of Works and
does not infringe on the rights of any other person.
7.2 In the event that the Intellectual Property is comprised of more than
one (1) owner, permission from all owners shall be required to use
the Body of Works under this Agreement.

7. Representation

The Artist must endeavour to ensure that any records released featuring
recordings of the Body of Works will be released bearing the RSD Records (or
its Distribution Partners, Affiliated Companies and/or Associated
Subsidiaries) label and logo (as is appropriate), as supplied by RSD Records
where practical.

8. Indemnity

The Artist hereby indemnifies RSD Records from and against all Losses,
which may be made or brought against or suffered or incurred by RSD
Records as a result of breach by The Artist of its warranties or obligations
under this Non-Exclusive Digital Distribution Agreement and accepts sole
liability and responsibility of any claims.


Read & agreed by The Artist please initial ____________



9.1 Losses include any references to suits, liabilities, damages, costs and
expenses or losses, awards of damages or compensation, penalties,
costs, disbursements and expenses arising from any claim, demand,
action or proceeding.

9. Change of Details

The Artist shall give notice to RSD Records of any change of personal details
within 7 days.

RSD Records Warranty

RSD Records warrants that at all times, it will act in good faith on a proper
and customary commercial basis with our Distribution Partners, Affiliated
Companies and/or Associated Subsidiaries and any other agencies that we
utilise.

10. Accounting, Payments and Collection of Monies
RSD Records shall pay The Artist 60% of all Net Revenue received from a
Sale.

RSD Records agrees to use its best efforts to ensure that all Net Revenue
earned is promptly remitted to The Artist each quarter or as per any affiliated
agreement states.

11.1 Sale means where money is paid and received by RSD Records for
the request of The Artists Body of Works. Sale shall not include
promotional activities where no exchange of monies has occurred.
11.2 Net Revenue means gross revenue received by RSD Records for all
Sales of the Body of Works minus allowances, shipping and handling,
third party fees, refunds/returns, taxes or any other costs associated
with the Digital Distribution of the The Artists Body of Works.
11.3 RSD Records shall decide, at its sole discretion, the price plan of all
Body of Works.
11.4 Unless other payment arrangements are made between RSD
Records and The Artist, and if PayPal offers receipt of payment to
The Artists primary country of residence, The Artist shall be paid
directly into their PayPal account.
11.5 RSD Records in its sole discretion, reserves the right to select an
alternative payment method or service other than PayPal.
11.6 RSD Records will pay any funds greater than $AUD150 into The
Artists PayPal account (or other account as agreed upon) at the end
of each quarter or as and when RSD Records have received clear
funds. RSD Records shall hold lower amounts until that time. For a
processing fee, RSD Records can submit The Artists monies at any
time if requested in writing by The Artist.
11.7 RSD Records will be entitled to collect income from the Body of
Works arising during the duration of the Agreement.

Read & agreed by The Artist please initial ____________



11. Marketing

Body of Works that have been accepted by RSD Records shall be posted and
available for RSD Records customers and categorised by The Artists name
and genre.

12.1 RSD Records shall have no further duties or obligations to provide
services, payment or resources toward the marketing and promotion
of the Body of Works of The Artist.
12.2 Notwithstanding the foregoing, RSD Records, in its sole discretion
shall be permitted to promote, market and advertise the Body of
Works of The Artist without limitation.
12.3 RSD Records shall be permitted to remove or edit the Body of Works
from the RSD Records website at anytime and without prior notice to
The Artist. RSD Records shall have no duty to post the Body of
Works on the RSD Records website.





Signed for on behalf of
The Artist
Signed for on behalf of
RedSeaDanceRecords

Name: Name: Pete Farmer