GENERAL CONTRACTUAL TERMS

GENERAL CONTRACTUAL TERMS
Valid from: September 17, 2025
Last modified: September 17, 2025
Wilmington, DE (USA)
These General Contractual Terms (hereinafter referred to as the “Terms”) are the essential part of the Assignment of License Rights Agreement (hereinafter referred to as the “Agreement”) concluded between RIPE TECH CORP., a legal entity incorporated under the laws of Delaware, the United States of America, having the File number 6411773, represented by the CEO Sergey Golovkov (hereinafter referred to as the “Purchaser”) and a natural person or a legal entity that is the copyright owner (hereinafter referred to as the “Copyright Owner”) of the musical works (hereinafter referred to as the “Works”) and sound recordings that are master recordings of the Works (hereinafter referred to as the “Master Recordings”).
By concluding the respective Agreement, the respective Copyright Owner automatically agrees with the Terms and their application to the relationships of the Copyright Owner and the Purchaser.
The template of the Agreement is provided in Annex 1 to these Terms.
The terms and definitions provided in the respective Agreement shall apply to these Terms, unless another term or definition is provided in the Terms.
1. SUBJECT OF THE AGREEMENT AND THE TERMS
1.1. By concluding the respective Agreement, the Copyright Owner confirms and warrants the Purchaser that:
The Copyright Owner is the only copyright owner of the Works and Master Recordings listed in Annex 1 to the Agreement
The Works and Master Recordings are used by the Streaming Platforms, and the Copyright Owner receives the Royalties from the Streaming Platform for the use of the Works and Master Recordings
The Copyright Owner provided the purchaser with all the information in respect of the Works, the Master Recordings, and the Royalties
1.2. By concluding the respective Agreement, the Copyright Owner assigns to the Purchaser the rights in the Royalties received by the Copyright Owner for the use of the Works and the Master Recordings by the Streaming Platforms, which also includes the rights in the Sync Royalties for the use of the Works and the Master Recordings and other copyright works, as well as the Royalties for the use of the derivative works based on the Works and the Master Recordings, unless otherwise is explicitly provided in the concluded Agreement. The rights in the Royalties sold to the Purchaser pursuant to the concluded Agreement are assigned to the Purchaser since the date of the Agreement’s conclusion; no additional closing or conveyance is required.
The Consideration paid by the Purchaser to the Copyright Owner pursuant to the Agreement shall be paid by a bank transfer. The Consideration is considered paid when the sum of the Consideration is credited to the checking account of the Copyright Owner. Fees and commissions related to debiting the amount of the Consideration from the checking account of the Purchaser shall be borne by the Purchaser. Fees and commissions related to crediting of the amount of the Consideration to the checking account of the Copyright Owner shall be borne by the Copyright Owner.
1.3. Unless otherwise is explicitly provided in the Agreement, the Royalties assigned to the Purchaser under the concluded Agreement encompass the following types and kinds of the royalties:
1.3.1. Mechanical Royalties, i.e., Royalties coming from the Streaming Platforms when a user of such a platform plays the Work on-demand or downloads the copy of the Master Recording of the respective Work.
1.3.2. Performance Royalties, i.e., Royalties generated during the public performance of the Works on the Streaming Platforms, which includes both interactive streaming (where the user of the Streaming Platform chooses specific Works to play) and non-interactive streaming (where the user of the Streaming Platform does not choose specific Works to play and the music is played in a format of “Internet radio” based on the algorithms of the Streaming Platform). The Performance Royalties do not cover the cases where the Works are played on-demand or where the user of the Streaming Platform downloads the copy of the Master Recording representing the Work.
1.3.3. Sync Royalties, i.e., Royalties paid to the Copyright Owner for the use of the Works and the Master Recordings in other copyright works or works protected by neighboring rights (e.g., a movie, a TV show, a video game, a YouTube video, a commercial etc.).
1.4. The Purchaser is entitled to sell part of the Royalties belonging to the Purchaser to any third party without any prior consent of the Copyright Owner. Such partial sale does not affect the provisions of the Agreement or these Terms. However, if the Purchaser sells the rights in all the Royalties assigned to the Purchaser under the Agreement, para.5.4 of the Terms applies.
1.5. In accordance with the concluded Agreement, the Purchaser has the right to use the Royalties in the Purchaser’s Platform by issuing and selling Tokens representing the rights of the Purchaser in the Royalties to any third parties. A sale of each Token is considered a partial assignment of Purchaser’s rights in the Royalties to the buyer of the Token. The name of the Platform or/and the website or the domain name of the website through which the Platform is offered to the Purchaser’s customer can be changed at any point of time.
1.6. Under the respective Agreement, the Copyright Owner shall collect the Royalties sold to the Purchaser under the Agreement and transfer the collected Royalties to the Purchaser in accordance with Section 2 of these Terms.
1.7. In accordance with the respective Agreement, the copyright in all the Works and the Master Recordings listed in Annex 1 to the Agreement is pledged. By concluding this Agreement, the Copyright Owner grants the Purchaser the security interest in the copyright of the Works and the Master Recordings listed in Annex 1 to the Agreement. The default takes place if any of the circumstances listed in para.4.1 of the Terms occur. Upon the default of the Copyright Owner, the copyright in the Works and the Master Recordings listed in Annex 1 to the Agreement is automatically assigned to the Purchaser, unless the Purchaser and the Copyright Owner explicitly agree in writing otherwise.
1.8. Right to use likeness. By concluding the Agreement, the Copyright Owner grants the Purchaser the right to use likeness of the Copyright Owner (if the Copyright Owner is a natural person), as well as all the authors (creators) or/and performers (performing artists), if any, of the Works and Master Recordings:
Scope of likeness rights: name, image, voice, and other features of likeness of the Copyright Owner, as well as other authors and performers, if any
Where and how to use: in connection with the promotion and use of the Works and Master Recordings on the Platform (para.1.5 of the Terms) and in all media, as well as on any other online and offline resources, both now and in future, without restriction
Warranties: Copyright Owner warrants Purchaser that use of likeness by the Purchaser will not infringe rights of third parties
Breach of warranties: obligation of the Copyright Owner to compensate the Purchaser for any damages paid or/and incurred by the Purchaser in connection with the use of third party’s likeness + to reimburse any of the Purchaser’s attorney fees and other legal costs associated with the disputes with third parties regarding the use of someone’s likeness
1.9. Right of First Refusal (ROFR). Under the concluded Agreement, the Purchaser shall have the Right of First Refusal (ROFR) to purchase all or any portion of the copyright in the Works or/and Master Recordings that the Copyright Owner may propose to assign at the same price and on the same terms and conditions as those offered to the prospective transferee (copyright purchaser). The Copyright Owner shall notify the Purchaser about the planned sale of the rights in the Works or/and Master Recording and about the price and other terms and conditions of the planned assignment. The Purchaser has 30 (thirty) days upon the receipt of the Copyright Owner’s notification to exercise the ROFR. The ROFR shall be exercised by notifying the Copyright Owner in writing about the Purchaser’s intent to exercise ROFR.
1.10. Matching Rights. If the Copyright Owner receives an offer from a third party to purchase all or any portion of the copyright in the Works or/and Master Recordings, and the Copyright Owner intends to accept such an offer, the Copyright Owner shall notify the Purchaser about such an offer and provide the Purchaser with an opportunity to exercise the Purchaser’s Matching Rights by making an offer to the Copyright Owner to purchase the same portion of the copyright in the Works or/and Master Recordings on the same or better terms and conditions than provided in the offer of the third party. The Purchaser has 30 (thirty) days upon the receipt of the Copyright Owner’s notification to exercise the Matching Rights by notifying the Copyright Owner in writing about the Purchaser’s intent to exercise Matching Rights.
1.11. Re-purchase Option. By concluding the Agreement, the Purchaser grants the Copyright Owner the Option to repurchase the Royalties assigned to the Purchaser in accordance with the Agreement:
The term for exercising the Option is determined in the Agreement.
Repurchaser price of the Royalties under the Option: the amount of the Consideration plus 25% (twenty-five percent) of the Consideration’s amount (hereinafter referred to as the “Repurchase Price”).
Exercise of the Option: by notifying the Purchaser about the intention to exercise the Option and paying the invoice issued by the Purchaser. The invoice shall be paid by the Copyright Owner within 30 (thirty) business days after the issuance of the invoice. The invoice is considered paid when the sum of the Repurchase Price is credited to the checking account of the Purchaser. All the fees and the commissions related to the payment of the invoice shall be borne by the Copyright Owner.
1.12. Marketing obligations. In accordance with the concluded Agreement, the Copyright Owner undertakes to perform marketing activities in favor of the Purchaser by making and posting posts, stories, reels, and other content on social media platforms (including Instagram, Facebook etc.), as well as other marketing activities agreed by the Parties. The marketing activities performed by the Copyright Owner in accordance with this paragraph of the Terms shall be aimed at promoting the Purchaser’s Platform and Purchaser’s activities associated with the Platform. The particular scope of the Purchaser’s marketing activities, the list of online resources where the activities shall be performed, and the volume and contents of the activities shall be additionally agreed by the Parties. In any case, the Copyright Owner shall make at least 3 (three) posts about the Platform on Copyright Owner’s Instagram account within 2 (two) months after the conclusion of the Agreement.
2. COLLECTION AND PAYMENT OF THE GENERATED ROYALTIES
2.1. Pursuant to the concluded Agreement, the Copyright Owner shall collect the Royalties belonging to the Purchaser and pay the collected Royalties to the Purchaser by himself.
2.2. The Copyright Owner shall provide the Purchaser with semi-annual Reports on the Royalties. Each Report shall be provided by the Copyright Owner within 30 (thirty) days upon the receipt of the respective request of the Purchaser. The respective Report shall cover the period determined by the Purchaser in the respective request. Each Report shall reflect the following information:
2.2.1. Information about the Royalties:
That were generated during the reporting semi-annual period
That were actually paid to the Copyright Owner
That belong to the Purchaser under the concluded Agreement
2.2.2. The list of all the Streaming Platforms which use the Works and the Master Recordings or the derivative works based on the Works or/and Master Recordings.
2.2.3. The statistics of the public performance of the Works and the Master Recordings on the Streaming Platforms.
2.2.4. The statistics of the downloads and on-demand plays of the Works and the Master Recordings on the Streaming Platforms.
2.3. The term “generated” used in the Terms and the Agreement in respect of the Royalties means the gross amount of the Royalties that are generated from the use of the Works and the Master Recordings on the Streaming Platforms and otherwise in the reporting period, regardless of the share of the Royalties that may belong to another person (apart from the Purchaser and the Copyright Owner), as well as regardless of the costs and deductions applied by the Copyright Owner, the Streaming Platforms, or other persons paying Royalties to the Copyright Owner.
2.4. The Royalties generated within the reporting period that shall be paid to the Purchaser pursuant to the Agreement shall be paid within 45 (forty-five) days upon the issuance of the invoice by the Purchaser. The invoice shall be paid by a bank transfer, and all the fees and commissions associated with the payment of the invoice shall be borne by the Copyright Owner. The invoice is considered paid when the sum of the Royalties determined in the invoice is credited to the checking account of the Purchaser.
2.5. If the Report prepared by the Copyright Owner demonstrates that the Copyright Owner did not actually receive any Royalties for the use of the respective Work or/and Master Recording, the Copyright Owner shall nonetheless pay the Purchaser the Royalties in the amount of $1,000.00 (one thousand US dollars) (hereinafter referred to as the “Minimum Royalties”). Such Minimum Royalties are paid for each Work and corresponding Master Recording in respect of which the Copyright Owner did not receive any Royalties during the reporting period.
2.6. The Copyright Owner is fully liable before the Purchaser for the provision of reliable Reports that duly reflect all the information about the Royalties generated during the reporting period. The Copyright Owner is also fully liable before the Purchaser for the provision of the Reports within the term prescribed in para.2.2 of the Terms. The non-compliance of the Copyright Owner’s contractors with their obligations related to the provision of the reports or payment of the Royalties to the Copyright Owner, as well as any other obligations, does not release the Copyright Owner from the liability for non-performance of the obligations provided by these Terms or the concluded Agreement.
2.7. The Copyright Owner shall provide the Purchaser with access to the accounts of the Copyright Owner on the Streaming Platforms and other sources on which the Works or/and Master Recordings are used, as well as to the statements generated via such accounts that demonstrate the statistics of the use of the Works and the Master Recordings and the amount of generated Royalties that are subject to payment to the Purchaser. The Copyright Owner shall not alter or initiate alteration of the login or password or other credentials used for accessing the accounts described in this paragraph of the Terms. The provision of the access to the accounts of the Copyright Owner described in this paragraph of the Terms does not release the Copyright Owner from the obligation to provide accurate and reliable Reports in accordance with the rules and requirements of this Section of the Terms.
2.8. The Purchaser is entitled to verify the Reports provided by the Copyright Owner by obtaining information from open sources and from the Streaming Platforms and other persons paying Royalties to the Copyright Owner. If the data obtained by the Purchaser in accordance with this paragraph of the Terms does not correspond to the data provided by the Copyright Owner in the Report, the data obtained by the Purchaser shall be considered as the reliable data, and the Copyright Owner shall pay the Royalties to the Purchaser in accordance with the data obtained by the Purchaser. In this case, the Copyright Owner shall also be liable before the Purchaser for the provision of the Report that contains false information.
3. WARRANTIES OF THE COPYRIGHT OWNER
3.1. The Copyright Owner warrants the Purchaser that the conclusion of the Agreement and these Terms does not and will not infringe the rights of the authors (creators) of the Works or the rights of the performing artists (performers) of the Master Recordings.
3.2. The Copyright Owner warrants the Purchaser that the Copyright Owner has all the rights and authorities necessary for assigning the rights in the Royalties to the Purchaser under the Agreement and these Terms.
3.3. The Copyright Owner warrants the Purchaser that the use of the Works and the Master Recordings does not and will not infringe any copyright or neighboring rights of third parties.
3.4. The Copyright Owner warrants the Purchaser that the Works and the Master Recordings are not pledged or otherwise incumbered (except for the provisions of para.1.7 of the Terms). This particularly means that any costs borne by the Copyright Owner or by any third party using the Works or/and the Master Recordings shall not be taken into account during the calculation of the Royalties that are subject to payment to the Purchaser in accordance with Section 2 of the Terms, even if such costs affected the total amount of the Royalties collected by the Copyright Owner in accordance with para.2.1 of the Terms.
4. TERMINATION OF THE AGREEMENT BY THE PURCHASER
4.1. The Purchaser has the right to unilaterally terminate the Agreement by sending the Copyright Owner the notice of termination in the following cases:
4.1.1. The Copyright Owner breaches any of the warranties provided by the Terms or the concluded Agreement.
4.1.2. The Copyright Owner fails to submit the Report within the terms provided by para.2.2 of the Terms or within 60 (sixty) days after the expiration of the respective term provided by para.2.2 of the Terms.
4.1.3. The Copyright Owner breaches the Copyright Owner’s obligations provided by para.2.7 of the Terms.
4.1.4. The Copyright Owner provides the Purchaser with the Report that contains false information about the generated and collected Royalties or about the use of the Works and the Master Recordings or derivative works based on the Works or the Master Recordings or works which include the Works or the Master Recordings (including works protected by neighboring rights), or fails to include such information into the Report, and the provision of such false information or failure to include the information into the Report constitutes the material breach of the Agreement. The provision of false information in the Report of failure to include the information into the Report constitutes the material breach of the Agreement if the amount of the damages caused by the provision of false information or by failure to provide the information exceeds 5,000.00$ (five thousand US dollars).
4.1.5. The Copyright Owner does not provide the Purchaser with access to accounts of the Copyright Owner on the Streaming Platforms and other sources on which the Works or/and Master Recordings are used in accordance with para.2.7 of the Terms.
4.2. If the Purchaser sends notice of termination in accordance with para.4.1 of the Terms, the Agreement is automatically terminated on the 5th (fifth) day after the notice of termination is dispatched.
4.3. If the Purchaser terminates the Agreement in accordance with para.4.1 of the Terms, the following consequences shall follow:
4.3.1. All the rights in the Royalties assigned to the Purchaser under the concluded Agreement remain with the Purchaser.
4.3.2. The Copyright Owner shall pay the Purchaser the damages in the amount of the Consideration and the liquidated damages amounting to $5,000.00 (five thousand US dollars), unless the Agreement explicitly provides otherwise.
4.3.3. The copyright in all the Works and the Master Recordings is automatically transferred to the Purchaser in accordance with para.1.7 of the Terms, unless the Copyright Owner and the Purchaser conclude an additional agreement altering the security interests of the Purchaser provided in para.1.7 of the Terms.
4.3.4. The Option is automatically revoked.
4.4. By unilaterally terminating the concluded Agreement, the Purchaser also unilaterally terminates these Terms in regard to the respective Copyright Owner.
5. CONCLUDING TERMS
5.1. Statements, notifications, notices, demands, or other legal notices related to the respective Agreement or these Terms (hereinafter referred to as the “legal notices”) are sent to the Party in English in electronic form at the email address of the Party, at Telegram or WhatsApp account of the Party, or through special software used for communication or task tracking (e.g., Zoom, Skype, Google Meet, Jira, Slack, etc.), unless otherwise is explicitly provided in the respective Agreement. The Party is deemed to receive the legal notice on the day of the dispatch.
5.2. These Terms shall be governed by and be construed in accordance with the law of the State of Delaware (USA) and the federal law of the United States of America.
5.3. Any dispute, controversy or claim between the Copyright Owner and the Purchaser arising under, out of or relating to the concluded Agreement or these Terms, including, without limitation, their formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by the WIPO Arbitration and Mediation Center in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration and the place of hearings shall be Wilmington, Delaware (the United States of America). All the hearings shall be conducted by videoconference or by using online tools. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of the State of Delaware (USA) and the federal law of the United States of America.
5.4. The Purchaser is entitled to sell all the rights in the Royalties assigned to the Purchaser under the respective Agreement to any third party. In this case, all the rights and obligations of the Purchaser provided by the respective Agreement are automatically assigned to the new owner of the rights in the Royalties prescribed by the Agreement, unless the contract between the Purchaser and the third party provides otherwise. The Purchaser shall notify the Copyright Owner about the sale of all the rights in the Royalties assigned to the Purchaser under the respective Agreement and the consequences of such a sale.
5.5. In case any of the provisions of these Terms will be declared invalid or void by the court, the other provisions of the Agreement shall remain valid and enforceable.
Contacting Purchaser:
RIPE TECH CORP.
Address: 131 Continental Drive, Suite 301, Newark, County of New Castle, 19713 Delaware USA
Email:
ANNEX 1 TO THE GENERAL CONTRACTUAL TERMS
TEMPLATE OF THE ASSIGNMENT OF LICENSE RIGHTS AGREEMENT
ASSIGNMENT OF LICENSE RIGHTS AGREEMENT NO. XXXXXXXX
Copyright Owner: XXX, [a resident of XXX/a legal entity incorporated under the laws of XXX]
Purchaser: RIPE TECH CORP., a legal entity incorporated under the laws of Delaware, the United States of America, represented by the CEO Sergey Golovkov
Collectively called “Parties” and individually also called “Party”,
Concluded this Assignment of License Rights Agreement (the “Agreement”) on the following:
RECITALS:
1. The Copyright Owner is the copyright owner of the musical works (hereinafter referred to as the “Works”) and sound recordings that are master recordings of the Works (hereinafter referred to as the “Master Recordings”). The Works and the Master Recordings are listed in Annex 1 to the Agreement.
2. The Copyright Owner receives royalties for the use of the Works and the Master Recordings by third parties (hereinafter referred to as the “Royalties”).
3. The Purchaser desires to purchase the rights of the Copyright Owner in the Royalties.
TERMS OF THE AGREEMENT:
1. WHAT DOES THE COPYRIGHT OWNER SELL TO THE PURCHASER?
The Copyright Owner hereby sells to the Purchaser the rights of the Copyright Owner in the Royalties received by the Copyright Owner for the use of the Works and the Master Recordings by online streaming platforms, such as Spotify, Apple Music, SoundCloud etc. (hereinafter referred to as the “Streaming Platforms”).
2. DOES THE PURCHASER PAY ANYTHING TO THE COPYRIGHT OWNER?
The Purchaser shall pay the Copyright Owner $XXX,XXX (XXX US dollars). This sum of money is the consideration for the sold rights in the Royalties (hereinafter referred to as the “Consideration”). The Consideration shall be paid within XX (XXX) business days after the Purchaser receives the invoice of the Copyright Owner.
3. WHICH WORKS AND MASTER RECORDINGS ARE COVERED BY THIS AGREEMENT?
The list of the Works and Master Recordings covered by this Agreement is provided in Annex 1 to the Agreement.
4. WHICH PERCENTAGE OF RIGHTS IN THE ROYALTIES IS SOLD TO THE PURCHASER?
The percentage of rights in the Royalties sold to the Purchaser under this Agreement is provided in Annex 1 to the Agreement.
5. WHICH TYPES OF ROYALTIES ARE SOLD TO THE PURCHASER UNDER THIS AGREEMENT?
Basically, the following types of Royalties are covered by this Agreement:
Mechanical Royalties
Performance Royalties
Sync Royalties
The rights assigned to the Purchaser under this Agreement also cover any derivative works created on the basis of the Works or the Master Recordings.
The description of each type of the Royalties is provided in the General Contractual Terms of the Purchaser.
6. WHAT ARE THE RIGHTS OF THE PURCHASER UNDER THE AGREEMENT?
The Purchaser as new owner of the Royalties has the right to receiver the share (part) of the Royalties generated from the use of the Works and the Master Recordings by the Streaming Platforms. The collection of the generated Royalties belonging to the Purchaser is the obligation of the Copyright Owner, and the Copyright Owner makes the collection in accordance with the General Contractual Terms of the Purchaser.
The Purchaser also has the right to use the Royalties in the Purchaser’s RIPE Capital Platform (hereinafter referred to as the “Platform”) provided via the website ripe.capital. Through the Platform, the Purchaser has the right to issue tokens representing the rights of the Purchaser in the Royalties (hereinafter referred to as the “Tokens”) and sell Tokens to any third parties. The issuance and sale of the Tokens is regulated by the General Contractual Terms of the Purchaser, as well as the Terms of Use of the Purchaser published on the Platform’s website.
The Purchaser also has the right in likeness of the authors (creators) and performers (performing artists) of the Works and the Master Recordings, the Right of First Refusal (ROFR), and Matching Rights. The scope and contents of the listed rights are provided in the General Contractual Terms of the Purchaser.
Under the General Contractual Terms of the Purchaser, the copyright in the Works and the Master Recordings is pledged – by signing the Agreement, the Copyright Owner provides the Purchaser with the respective security interest. The scope and contents of the provided security interest in the copyright is regulated by the General Contractual Terms of the Purchaser.
7. WHAT ARE THE RIGHTS AND OBLIGATIONS OF THE COPYRIGHT OWNER UNDER THE AGREEMENT?
The Copyright Owner remains the owner of the Royalties not assigned to the Purchaser under this Agreement.
The Copyright Owner is authorized to collect the generated Royalties belonging to the Purchaser pursuant to the Agreement and transfer the collected Royalties to the Purchaser. Upon the request of the Purchaser, the Copyright Owner shall also provide the Purchaser with the reports on the Royalties generated within the reporting period (hereinafter referred to as the “Reports”), and such Reports are subject to additional checks and verifications of the Purchaser. The template of the Report is provided in Annex 2 to the Agreement. The collection and payment of the generated Royalties, as well as the provision and verifications of the Reports are performed in accordance with the General Contractual Terms of the Purchaser.
Under the General Contractual Terms of the Purchaser, the Copyright Owner also provides the Purchaser with a number of warranties, the breach of which may lead to the unilateral termination of the Agreement by the Purchaser.
The Copyright Owner is provided with the option to repurchase the rights in the Royalties assigned to the Purchaser under this Agreement (hereinafter referred to as the “Option”). The Option can be exercised no earlier than XX (XXX) months after the conclusion of the Agreement but no later than XX (XXX) months after the conclusion of the Agreement. The procedure and conditions on exercising the Option are provided in the General Contractual Terms of the Purchaser.
The Copyright Owner shall also perform marketing activities in favor of the Purchaser aimed at promoting the Purchaser and the Purchaser’s Platform. The contents of the Copyright Owner’s marketing obligations are provided in the General Contractual Terms of the Purchaser.
8. WHAT IS THE TERM OF THE AGREEMENT?
This Agreement is concluded on the date provided on page 1 of the Agreement.
The Agreement [is concluded for the term of XX years/remains valid and enforceable during the term of the copyright in the Works, the Master Recordings, and the derivative works based on the Works and the Master Recordings].
9. WHEN CAN THE PURCHASER TERMINATE THE AGREEMENT AND WHAT ARE THE CONSEQUENCES OF THE TERMINATION?
The Purchaser can terminate the Agreement if the Copyright Owner breaches the Agreement.
The list of the reasons upon which the Purchaser has the right to terminate the Agreement is provided in the General Contractual Terms of the Purchaser.
If the Purchaser terminates the Agreement, the rights in the Royalties assigned to the Purchaser under the Agreement remain with the Purchaser. Besides, the copyright in the Works and the Master Recordings pledged under the Agreement is automatically transferred to the Purchaser pursuant to the General Contractual Terms of the Purchaser, unless the Purchaser and the Copyright Owner agree otherwise, while the Copyright Owner’s Option is automatically revoked. The Copyright Owner shall also pay the Purchaser the damages prescribed by the General Contractual Terms of the Purchaser.
The full list of the consequences caused by the Purchaser’s termination of the Agreement is provided in the General Contractual Terms of the Purchaser.
10. CONCLUDING TERMS
The Agreement shall be governed by and be construed in accordance with the law of the State of Delaware (USA) and the federal law of the United States of America.
The term “business days” used in this Agreement applies in accordance with the calendar of business and non-business (including holidays and weekends) days approved in the State of Delaware and the United States of America for the respective calendar year.
In case any of the provisions of the Agreement will be declared invalid or void by the court, the other provisions of the Agreement shall remain valid and enforceable.
Any changes and supplements to this Agreement are valid only if they are made in writing and signed by the Parties or representatives of the Parties. Any change or supplement to the Agreement shall have the form of an additional agreement to this Agreement.
The General Contractual Terms of the Purchaser are the essential part of the Agreement. In case of any contradictions between this Agreement and the General Contractual Terms of the Purchaser, the Agreement shall prevail.
THE PARTIES
ANNEX 1 TO THE ASSIGNMENT OF LICENSE RIGHTS AGREEMENT NO. XXXXXXXX
WORKS AND MASTER RECORDINGS OF THE COPYRIGHT OWNER
1. Upon the occurrence of the new version (derivative work) of the Work or the Master Recording based on the Work or the Master Recording listed in this Annex, such new version of the Work or the Master Recording is also covered by this Agreement.
2. The change of the ISRC in respect of any Master Recording listed in this Annex does not alter in any way the rights of the Purchaser in the Royalties assigned to the Purchaser under this Agreement.
3. The share of the Royalties belonging to the Purchaser in accordance with this Annex shall be proportionally increased if the Copyright Owner assigns the rights in the part of the Royalties not belonging to the Purchaser under the Agreement to another person or if the Copyright Owner assigns to another person the copyright in the Work or/and the Master Recording.
THE PARTIES
ANNEX 2 TO THE ASSIGNMENT OF LICENSE RIGHTS AGREEMENT NO. XXXXXXXX
TEMPLATE OF THE REPORT
THE REPORT FOR THE PERIOD OF XXXX
Reporting period: Day Month Year – Day Month Year
The list of the Streaming Platforms where the Works and the Master Recordings are used: XXX
The number of non-interactive plays of the Works on the Streaming Platforms:
XXX plays – XXX Streaming Platform
The number of interactive plays of the Works and downloads of the copies of the Master Recordings on the Streaming Platforms:
XXX plays – XXX Streaming Platform
XXX downloads – XXX Streaming Platform
The amount of the Royalties generated by the use of the Works and the Master Recordings on the Streaming Platforms:
$XXX – XXX Streaming Platform
$XXX – XXX Streaming Platform
$XXX – XXX Streaming Platform
TOTAL = $XXX
The amount of the Royalties generated by the use of the Works and the Master Recordings in other works which generated Sync Royalties:
$XXX – SOURCE 1
$XXX – SOURCE 2
TOTAL = $XXX
The amount of the Royalties actually paid to the Copyright Owner:
$XXX – SOURCE 1
$XXX – SOURCE 2
$XXX – SOURCE 3
TOTAL = $XXX
The amount of the Royalties which belong to the Purchaser = $XXX
THE PARTIES