You (“Licensor”) hereby agree to the Terms and Conditions of this distribution and license agreement (hereinafter “Agreement”) with What’s Good Entertainment LLC (the “Distributor”) and collectively referred to as the ‘Parties’.
NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, and for other good and valuable consideration, the parties agree as follows:

1. Subject of Agreement. The Licensor provides to the License the submitted visual content (hereinafter “Visual Content”).

2. Rights.
a) The Licensor is the owner of all rights, title and interest, free and clear of all judgments, claims and encumbrances in the Visual Content series shown on Schedule A (attached).
b) The Licensor hereby grants the Distributor a non-exclusive right and license in the Territory of the World to use, display, copy, archive, store, reproduce and distribute the aforementioned Visual Content using the Distributor's platform in the following formats including but not limited to;
i) AVOD - Ad supported video on demand via the internet including delivery through mobile/cellular devices and through cable, ii) SVOD – Subscription Video on Demand, iii) TVOD - Transactional Video on Demand,
iv) EST - Electronic Sell Through, and v) VOD - Video On Demand in perpetuity. The Parties recognize that the Visual Content will be available to the consumer on a free basis. Licensor agrees to provide the Visual Content according to the delivery specifications as shown on Schedule B (Attached hereto). Distributor is entitled to assign and/or sublicense all Distributor rights to third parties and/or affiliates, assigns or contracting partners for distribution in whole or in parts including but not limited to cable transmission, satellite transmission, IP TV, transmissions through aggregators or contracting partners.
c) Distribute shall have the right to make intermissions, alterations, deletions, edits, cuts or other modifications in and to the Visual Content for purposes including but not limited to adapting the Visual Content to suit available time slots, to enable advertising breaks and online inventory (e.g. pre-rolls, in program advertising), for the protection or to create trailers, or to create advertising snippets.

3. Term. This Agreement shall be effective as of the date of this Agreement, and shall remain in effect for a period of no less than six (6) months. The Term shall automatically renew for additional one (1) year periods unless terminated within three (3) months prior to the conclusion of the initial term in writing by the Distributor.

4. Territory. The World.

5. Distribution Fee. Unless otherwise agreed to in writing between the Parties, any other services required in connection with the distribution of the aforementioned Visual Content shall be the Licensor’s sole responsibility. Licensor shall pay a one-time distribution fee of ($199.00) hereinafter (“Submission Fee”). Without limiting the foregoing, for the avoidance of doubt, the Licensor shall be solely responsible and shall account for and pay any costs relating to advertising, marketing and promotion of the
aforementioned Visual Content (including, without limitation, marketing, promotion or publicity, (ii) any and all sales and use taxes levied on any of the amounts payable to Licensor (if any) hereunder, (iii) any and all monies due to actors, artists, producers, writers, performers and/or other persons who participated in the making of the Visual Content, persons who granted or licensed rights in connection with the VisualContent, (iv) all monies due to any party as a result of the content included in the Visual Content (v) all payments that may be required under collective bargaining agreements applicable to Licensor and its designees, affiliates or agents, (vi) any and all royalties, including, without limitation, synchronization fees and mechanical royalties and other monies due to composers, lyricists, publishers and/or other persons who participated in the creation of the Compositions, persons who granted or licensed rights in connection with the Compositions, and (vi) all other clearances and permissions required for the
Distribution of the Visual Content, including all edited final product and Artwork permissions and clearances. Distributor shall not be under any obligation to, but may at its sole discretion, advance payment of the foregoing costs or expenses on Licensor’s behalf. If the Distributor advances payment of such costs or expenses, such amounts shall be promptly reimbursed by Licensor. If Licensor fails to so reimburse Distributor, in addition to any other available rights and/or remedies, until such unreimbursed amounts are recovered in full, Distributor shall have the right to do any or all of the following: (i) recoup the unreimbursed amounts against the Revenue Share otherwise payable to Licensor hereunder; (ii) extend either or both the Term and the Exploitation Period with respect to any or all Visual Content(s); or (iii) exercise its right to suspend or terminate this Agreement in accordance with the provisions hereunder

6. Revenue Share. The Distributor will use its best efforts to create opportunities for Visual Content to generate Revenue. Any and all Revenue earned from the aforementioned Visual Content during the Term of this Agreement, the Distributor shall be entitled to fifty percent (50%) of the Revenue received by Distributor (“Distributor’s Revenue Share”) in accordance with the terms and provisions of this Agreement. For the purposes hereof, “Revenue” shall mean gross income or monies actually received or credited to the Distributor directly and identifiably arising from or derived from the exploitation of the Visual Content less actual out-of-pocket third party costs and expenses incurred by the Distributors in connection with the services hereunder, including, without limitation, any encoding and digital storage expenses, fees charged by Authorized Licensors and third parties, any amounts that the Distributor may be legally required to deduct or withhold pursuant to the applicable laws and/or regulations in the applicable Territory, and any other applicable deductions in accordance with the terms and conditions hereunder. The Distributor shall have the absolute right to rely upon the information and/or statements it receives from any third parties, including, without limitation, Authorized Licensors, in the computation of the Revenue Share hereunder, and the Distributor shall not be liable for any error, omission or other inaccuracy in any such information or statements.

7. Credits. The Distributor undertakes that all credits provided by the Licensor will be given in accordance with the usual practice in the film and television industry. Therefore Distributor may alter the credits to a market standard and reduce the end credits and/or copyright notices so that they can be displayed on a split-screen or condensed using visual effects or time compress the said end-credits and/or copyright notices, provided the same remain reasonably legible.

8. Accounting and Royalties.
a) Statements. Reporting and payments of any royalties due will be made to the Licensor quarterly, within forty five (45) days after the end of each calendar quarter. All royalties are based on revenue actually received in US Dollars during the reporting period and will be reported after the deduction of applicable taxes.
b) Records and Reports. During the term of this Agreement and for a period of one (1) year thereafter, the Licensor will have access to the books of the Distributor relating all of the Revenuesreceived by Distributor for the Visual Content (the "Books"), and may examine the Books upon reasonable prior notice to the Distributor.
c) Right to Audit. Licensor shall have the right at Licensor's sole cost and expense to appoint a Certified Public Accountant who is not then currently engaged in an outstanding audit of the Distributor to examine Distributor's books and records as same pertain to sales of records subject hereto as to which royalties are payable hereunder, provided that any such examination shall be for a reasonable duration, shall take place at Distributor's offices during normal business hours on reasonable prior written notice
and shall not occur more than once in any calendar year.

9. Representations and Warranties.
a) Licensor has full legal right, license, power and authority, free of all judgments, claims and restrictions, to enter into and fully perform its obligations under this Agreement.
b) Neither this Agreement nor the performance hereunder or fulfillment hereof by any party will, at any time, infringe upon the rights of any other entity or person
c) Licensor has no knowledge of any claim which would interfere with the rights or obligations licensed, transferred or granted in this Agreement to the Distributor.
d) Neither the Visual Content nor any of the footage, performances, materials or information embodied or referred to therein, violates or will violate or infringe upon any copyrights, trademarks, trade secrets or any other intellectual property or any rights of any third party or entity
e) The royalties payable to the Licensor by the Distributor shall be inclusive of all monies payable to any party having contributed services or rights or otherwise having an interest in the Visual Content including but limited to any actors, producers, directors, photographers, and copyrights owners
f) The Licensor hereby confirms that it is the responsibility of the Licensor not the Distributor to pay any other royalties as a result of the exploitation of the rights granted by the Licensor hereunder Licensor.
g) The Distributor has no obligation to the Licensor except as provided in this Agreement.
h) Licensor has not done, nor will it do or authorize, any person or entity to do anything inconsistent with or which might diminish, impair or interfere with any of the rights or obligations licensed, transferred or granted to the Distributor in this Agreement.
i) The Licensor agrees to defend, indemnify and hold the Distributor, it shareholders, officers, directors, employees, sublicensees, customers, agents and all of their successors and assigns harmless from any claims, actions damages or expenses (including attorneys' fees) arising out of or relating to (i) Licensor's breach, default or non-fulfillment of the provisions of this Agreement; (ii) libel, slander, piracy, plagiarism, invasion of privacy or infringement of copyright based upon materials, information or
embodiments contained in or referred to in the Visual Content; and (iii) any inaccuracy in any representation or warranty of Licensor contained in this Agreement
j) Licensor hereby confirms that Licensor has secured all the necessary licenses for any and all music contained in the Visual Content does not infringe or violate any trademarks, trade name, copyright, right of privacy or publicity, property rights or any other right of any third party.k) Licensor has obtained all the necessary rights, permissions, consents and moral rights waivers have been duly obtained by contracting any material rights holder, participant, performer, presenter, contributor or other person involved in the production of the aforementioned Visual Content or providing rights, services or facilities in connection with it.
i) The Visual Content material that is unlawful or will promote illegal or unlawful activities (including but not limited to illegal product placement).

10. Indemnities.
a) Licensor shall indemnify and hold the Distributor harmless against all actions, claims, costs (including reasonable legal costs and settlement costs and other payments), proceedings, direct and indirect damages, expenses, or fines arising out of any breach or non-performance by Licensor, in particular of any warranty given by it or obligation undertaken by it in this Agreement, save for all required licenses for the performance rights in relation to the distribution of the Visual Content by Distributor hereunder to the extent that such licenses can be required by collecting societies in the Territory which shall be obtained and paid for by the Licensor These representations and warranties shall remain in full force and effect so long as and shall be deemed to be repeated by Licensor on each day Licensor shall have any obligation to the Distributor hereunder. Any action of any of the parties to this Agreement with regard to the defense of rights of the Visual Content will be undertaken in close cooperation with the other party.
b) The Distributor does hereby and shall at all times indemnify, defend and hold harmless Licensor, its subsidiary and affiliated companies, its officers, directors and employees and each of them, of and from any and all claims, liabilities, demands, and causes of action or any thereof arising out of or relating to any breach by Distributor of any representations, warranties, agreements, covenants, or undertakings under this Agreement. Upon notice from the Distributor of any claim, demand or action being advanced or commenced, the Licensor agrees to adjust, settle or defend that claim at the sole cost of Licensor. If Licensor shall fail promptly to do so, the Distributor shall have the right and is hereby authorized and empowered by Licensor to appear by its attorneys in any such actions, to adjust, and take any other action necessary or desirable for the disposition of such claim, demand or action. In any such case, the Licensor, within fifteen (15) days after demand therefore by the Distributor, shall fully reimburse
the Distributor for all such payments and expenses, including reasonable, outside attorney's fees.

11. Notices. All notices required or desired to be given hereunder shall be addressed to the other party's address as set forth below unless another address for either party is substituted by written notice to the other party. All notices required or desired to be given under this Agreement, shall be sent via email to:

12. Confidentiality. Neither party will, without the express written consent of the other, disclose the terms of this Agreement or any other conditions between the parties, except as it relates to that party’s attorneys, management, and directors. The Licensor may however disclose the general deal points as they relate to the original content owners of the Visual Content

13. Governing Law. This Agreement shall be considered as having been entered into in the State of California, and shall be construed and interpreted in accordance with the laws of the State of California. The site of any actions concerning this Agreement and the performance hereunder shall be in the State of California.

14. Severability. If any portion of this Agreement is determined to be invalid or unenforceable, in whole or in part, by a Court of competent jurisdiction, the remainder of this Agreement shall not be affected by such determination and shall remain valid and enforceable to the fullest extent permitted by law.

15. Entire Agreement; Amendments. The terms set forth in this Agreement constitute the entire understanding and agreement between the parties hereto, all negotiations and understandings prior to the Effective Date being merged into this Agreement. This Agreement may only be altered by an instrument executed by all parties to this Agreement. All parties to this Agreement shall have fifteen (15) days after written notice to cure any alleged breach of the terms of this Agreement.

16. No Joint Venture or Partnership. This Agreement shall not be construed as creating a joint venture or partnership between the Parties. Neither party shall be deemed as an agent, partner, employee or representative of the other; and neither party shall have the authority to bind the other party. The provisions of this paragraph are not intended to destroy or diminish, in any way, the right, licenses and privileges granted to the Distributor under this Agreement.

17. Assignment. This Agreement shall not be assigned by either party without the prior written permission of the other; provided, however, either party may assign its rights and obligations hereunder without the prior written permission of the other party to any entity acquiring all, or substantially all, of the assets or shares of that party. Not with standing the above, this Agreement shall be binding upon any permitted successors and assigns of either party.

18. Breach; Cure
a) No failure by either Party to perform any of its obligations hereunder shall be deemed a breach of this Agreement, unless the non-breaching party has given either Party notice of such breach to the breaching party, in reasonable detail, and such breach has not been cured within thirty (30) days after the giving of such notice; provided that if such breach cannot reasonably be cured within such period due to reasons beyond the breaching party’s reasonable control, the breaching party shall not be in breach of this
Agreement if it cures such breach within a reasonable period of time.
b) Counterparts. This Agreement may be executed in counterparts, each of which so executed will be deemed to be all original and such counterparts together will constitute one and the same agreement. Facsimile signatures, electronic signatures and PDF formatted signatures shall be equally binding as if original signatures.


SCHEDULE A - Visual Content Title
Format: Music Video / Film / Short Film / Documentary / Podcast / Other
Title of Content: “Blessed”
Talent: DJBrandice
Length: ___________________________
Credits: ___________________________
Producer: ___________________________
Director: ___________________________