AUDIO NETWORK LICENCE AGREEMENT (the "Licence")

Licensee: EXAMPLE NAME (“the Licensee”), of EXAMPLE ADDRESS

Licensor: Audio Network Limited (“Audio Network”), The Johnson Building, 77 Hatton Garden, London, United Kingdom,
EC1N 8JS

1. KEY TERMS

The key agreed commercial terms are:

Licence type: Master and Synchronization Licence

Brand: EXAMPLE BRAND

Commercial: EXAMPLE TITLE}. Covers 1 x commercial.

Uses Covered: Any Form of paid or unpaid advertising, promoting a brand, product or service.

Track(s) covered: EXAMPLE TRACK NAMES, encompassing both the sound recordings and the musical
compositions included therein.

Licence Fee: ####.## ex. Tax

Territory: The World.

Term: in perpetuity.

Licensed Media: any form of online media, video-sharing service (e.g. YouTube) and industrial use, specifically
excluding on-demand streaming platforms or digital television.

Production(s): means the named Commercial as produced for the specified Brand by the Licensee for the Uses
Covered.

Unless the context requires otherwise, when the above capitalized terms are used in this Licence, they shall have the
meanings set out above.

2. THE LICENCE AND LICENCE FEE

2.1 Subject to the terms and conditions of this Licence and subject to payment of the Licence Fee, Audio Network grants
to Licensee, its licensees and assigns, the non-exclusive and irrevocable right, license, privilege, and authority to fix,
record, reproduce, perform, broadcast, distribute, stream, market, promote and otherwise exploit the Track(s) in
synchronization with the Production for exhibition, distribution, and public performance (subject to clause 3.3(i)) in the
Licensed Media for the Term within the Territory. The Licensee agrees to pay the Licence Fee to Audio Network in
accordance with and subject to the terms set out in the invoice which shall accompany this Licence.

2.2 Subject to clause 2.3, the Licensee may use the Track(s) within the Production(s) in whole or in part and any number
of times.

2.3 The Licensee may edit the Track(s) in the Territory provided that the edits and any additional lyrical or musical material
(collectively, the “Edited Material”) do not alter the fundamental character of the musical compositions or introduce
new lyrical or melodic material. The Licensee hereby irrevocably and exclusively assigns to Audio Network absolutely
with full title guarantee the entire copyright and all other rights subsisting in the Edited Material.

2.4 Without prejudice to its unconditional obligation to pay the Licence Fee, the Licensee is under no obligation to exercise
the rights granted to it herein.

3. LIMITATIONS

3.1 Except for the limited rights granted herein, Audio Network hereby reserves to itself all rights and uses of every kind
and nature in and to the Track(s), including, without limitation, the mechanical, and all performing rights. Without
limiting the generality of the foregoing statement, Licensee shall not:

i) use or exploit the Track(s) in any way other than expressly set out in this Licence, including without
limitation; (a) in any audio-visual or audio only production other than the Production; (b) in any media other

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 than the Licensed Media, or in any spot other than the Spot(s); (c) in any “out of context” uses, or (d) after
expiry of the Term;

ii) use or exploit any other musical compositions or sound recordings made available by Audio Network
without being licensed to do so by Audio Network or its permitted licensees;

iii) pass the Track(s) on to third parties (whether for payment or otherwise), in any format whatsoever, other
than as synchronised within the Production(s);

iv) alter the fundamental character of, or re-record, the Track(s);

v) pass off the Track(s) as being those of another person; and

vi) use the Track(s) in any defamatory or other unlawful way or context.

3.2 The Licence does not cover, and the Licence Fee does not include:

i) composition performing rights (which will normally be cleared by the exhibitor and this is usually done
through a blanket licence arrangement with a CISAC-affiliated publisher/composer performing right
organisation); and

ii) any rights other than those expressly granted herein.

4. REPORTING OF MUSIC USAGE

The Licensee undertakes to provide reporting of music usage to the Licensor on request and shall use best
endeavours to ensure the reporting of music usage to the appropriate broadcaster, performing rights collection society,
exhibitor and/or advertising regulatory body.

5. WARRANTIES, REPRESENTATIONS, INDEMNITY & LIABILITY

5.1 The parties warrant and represent to each other that they are free to enter into the Licence without restriction. Audio
Network warrants and represents to the Licensee that, in respect of the Track(s), it has the right to grant to the
Licensee all the express rights granted hereunder. The Licensee warrants and represents that Audio Network will not
suffer any financial loss by reason of any breach of the Licence by the Licensee, including without limitation, non-
payment of the Licence Fee, a breach of any warranty or undertaking given, or non-compliance with any prohibition
agreed hereto.

5.2 The parties each agree to defend, indemnify, and hold harmless the non-breaching party, and such party's licensees
and assigns, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable
outside attorneys' fees and associated costs), arising out of any breach by the breaching party of any warranty or
representation made herein.

5.3 In no event shall either party be liable for any special, incidental, consequential, exemplary, or punitive damages, or
any claim for lost profits, lost business or lost business opportunities, even if the other party has been advised of the
possibility of such damages or if such damages could have been reasonably foreseen.

5.4 Nothing in this Licence shall limit or exclude either party's liability for:

i) fraud or fraudulent misrepresentation by a party (or its employees or agents);

ii) any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the
Supply of Goods and Services Act 1982; or

iii) any other liability to the extent which it cannot be lawfully excluded.

5.5 Except in relation to the Licensee failing to pay the Licence Fee in full and in relation to clauses 2.3, 6.3 or 8, in the
event of any breach of this Licence by the Licensee, Audio Network’s sole remedy in relation to the Production shall
be financial and in no event shall Audio Network seek any injunctive relief in relation to the Production or be entitled
to rescind this Licence.

6. MISCELLANEOUS

6.1 This Licence comprises the entire agreement between the parties with respect to the subject matter hereof and
supersedes and excludes any prior arrangements, representations, promises or understandings (whether oral or in
writing) or any purchase order or invoice terms of the Licensee. Should any clause of this Licence be held to be void,
invalid or inoperative, such decision shall not affect any other clause hereof, and the remainder of this Licence shall
be effective as though such void, invalid, or inoperative clause had not been contained herein. Any amendment or
variation to this Licence must be in writing and signed by both parties.

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6.2 The Licensee shall not be entitled to any credits or refunds in the event that the Track(s) are not included in the final
edit of the Production or if the Production (or portion thereof) does not air or is not distributed.

6.3 This Licence shall be binding on the Licensee and accepted and agreed to by the Licensee upon (i) acceptance of
the terms and conditions on the Audio Network website; and/or (ii) the Licensee's payment of the Licence Fee to
Audio Network. No countersignature by the Licensee is required for the License to be binding on the Licensee.

7. ASSIGNMENT

The Licensee may not transfer, assign or sub-license this Licence, or the rights granted herein, without prior written
consent from Audio Network, which Audio Network may withheld in its sole discretion. Any attempted unauthorized
assignment shall be deemed null and void. Notwithstanding the foregoing, the Licensee may license or assign the
Production(s) that embodies the sychronised Track(s) in the normal course of business.

8. APPLICABLE LAW

This Licence shall be governed by and interpreted in accordance with the laws of England and Wales and the parties
submit to the exclusive jurisdiction of the courts of England and Wales in respect of any matter or dispute arising
under or in connection herewith.

DATE

Signed by the duly authorised representative of Audio Network the day and year first above written:-

SAMPLE

Simon Anderson – Director of Publishing

For and on behalf of AUDIO NETWORK LIMITED

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