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DocuSign Envelope ID: 308BC10E-38C5-4B7C-B48C-Dl lFC5E17A60
<br />one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, from the date(s) the
<br />License Fees should have been paid pursuant to this Agreement; and (III) solely in the event that such examination
<br />reveals that Licensee has underpaid Company any License Fee obligation by ten percent (10"/a) or more, any reasonable
<br />costs incurred by Company to undertake such examination, as permitted by applicable state law. The amounts payable
<br />pursuant to the preceding sentence shall be due within thirty (30) days notice from Company of the additional fees due.
<br />& Indemnification
<br />(a) Licensee agrees to indemnify, hold harmless, and defend Company (which shall be deemed to include
<br />Company's parent company) and Company's officers, directors, employees, successors, and assigns, and each of
<br />them (the "Indemnified Parties"), from and against any and all third party claims, demands, or suits that may be
<br />made or brought against them or any of them, and the reasonable attorneys' fees and costs that the Indemnified
<br />Parties incur in defending such claims, demands, or suits, arising out of Licensee's breach of any representation,
<br />warranty, obligation or limitation hereunder. Company will promptly notify Licensee of any such claim, demand, or
<br />suit, and reasonably cooperate with Licensee with respect thereto.
<br />(b) Provided that Licensee is not in default breach of any obligations pursuant to this Agreement (specifically
<br />including, without limitation, Licensee's payment of all License Fees then -owing pursuant to this
<br />Agreement), Company agrees to indemnify, hold harmless, and defend Licensee from and against third party claims,
<br />demands, or suits made or brought against Licensee alleging copyright infringement regarding the public
<br />performance right solely with respect to Licensee's public performance of the share of any Compositions that were
<br />licensed by Company to Licensee pursuant to this Agreement at the time of such public performance. Licensee shall
<br />promptly notify Company of any such claim, demand, or suit, and reasonably cooperate with Company with respect
<br />thereto, Company shall have fall control of the defense of any such claim, demand or suit.
<br />9. Breach or Default
<br />(a) Licensee shall not be entitled to recover damages or to terminate the Agreement by reason of any breach by
<br />Company of its material obligations, nor shall Company otherwise be deemed in default or breach of this Agreement
<br />by reason of any such breach, unless Company is given written notice thereof by Licensee and same is not cured
<br />within thirty (30) days after receipt of such notice. In the event Licensee terminates the Agreement pursuant to this
<br />paragraph, Licensee shall pay to Company any unpaid License Fees.
<br />(b) Company shall not be entitled to recover damages or to terminate the Agreement by reason of any
<br />breach by Licensee of its material obligations, nor shall Licensee otherwise be deemed in default or breach of this
<br />Agreement by reason of any such breach, unless Licensee is given written notice thereof by Company and sam sis
<br />not cured within thirty (30) days after receipt of such notice. This right to terminate shall be available in additionto
<br />any and all other remedies that Company may have, including but not limited to the right to institute legal action for
<br />copyright infringement as permitted by the Copyright Act under 17 U.S.C. § 501.
<br />10. Notices
<br />All notices required or permitted to be given by either party to the other shall be deemed provided if sent by first
<br />class U,S. Mail, return receipt requested, or generally recognized expedited services where a receipt is received
<br />(e.g., FedEx) to the addresses set forth above. Company and Licensee shall notify the other in writing in the event of
<br />any address change.
<br />11. Confidentiality
<br />(a) Subject to and in accordance with applicable state law, both parties acknowledge that the nature of this
<br />Agreement, the terms set forth in this Agreement and the non-public information provided by the parties to one another
<br />in the negotiation and carrying out of this Agreement including, but not limited to, all information pertaining to
<br />Company's client and Composition list (collectively, the "Confidential Information") are strictly confidential and both
<br />parties agree to keep the Confidential Information strictly confidential and to not disclose the Confidential Information
<br />to any third party without the prior written consent of both parties unless in response to legal action, and then upon
<br />prior written notice of five (5) business days and opportunity to respond to such legal process and protect
<br />Confidential Information, if permitted by law. The parties acknowledge that the Confidential Information is of great
<br />Global Music Rights -local govemmenLS-1.17
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