AFFILIATION AGREEMENT TERMS

1. The initial term shall be for one (1) year commencing on the electronic execution date of this agreement.
2. The option term shall be for one (1) year extending the original terms set forth in this agreement for a period of one year automatically renewing on the anniversary date of the initial term. Affiliates can opt-out of the renewal option period of this agreement. Affiliate Opt-Out must be done in writing (i.e. letter, email etc), no less than 30 days of the anniversary date of the electronic acceptance of this agreement.
3. Upon any such termination or non-renewal of option(s) affiliate must cease and desist from using any and all forms of KWEST Records and/or likeness logos immediately in all forms, including but not limited to: advertising, print, online etc. as original granted to affiliate in paragraph 21).
4. This agreement is Non-Exclusive and shall be defined as follows:
   “Non-Exclusivity” definition – Affiliate grants to KWEST Records the right to use, exploit, distribute, manufacture, the IPR’s submitted to KWEST Records, including the use on “so-called” compilations, on a non-exclusive basis which means that the Affiliate/Licensor can still exploit the same IPRs, and he/she can also allow other licensees to exploit the same intellectual property but NOT on the same platforms and/or in the same territories in which KWEST Records and its partners are already exploiting the same IPRs i.e. iTunes, Google, Amazon and other retail outlets etc. At any time, in writing, Affiliate can instruct KWEST Records to remove or order a “takedown” of IPRs from its distributed services and outlets which would then allow Affiliate to exploit IPRs as they desire. All removal or “takedown” orders will only occur on the anniversary date of this agreement.

KWEST Records RESPONSIBILITIES:

5. KWEST will function as the label and distributor for all master recordings recorded and produced by Affiliate.
6. KWEST will digitally distribute all products through its distribution partnership. Physical Distribution is available on a case by case basis and is subject to product acceptance.
7. KWEST will offer label and distribution services for all forms of media which include audio and visual products for a fee to affiliate and its artists.
8. KWEST will offer extended services including but not limited to: Radio Promotions, Press Services, Social Media Marketing Services etc. for an additional fee.
9. All fees paid to KWEST by its affiliates or to various outside services (listed in paragraph 8) are NON-REFUNDABLE.
10. KWEST will calculate and remit 100% of all net royalties received from both and will be distributed on a quarterly basis no later than 60 (sixty) days after the end of the quarterly accounting period: March 31, June 30, September 30, and December 31.
11. A 10% administration fee will be applied against the total royalty earned per quarter. This administration fee covers various third-party expenses and fees imposed upon KWEST which include but not limited to: accounting services, administration overhead etc.
12. KWEST is not responsible for release date changes due to incomplete information provided by affiliate on IPR and Publishing Whitesheet forms (as outlined below “Affiliate Responsibilities” paragraph 14), or information and forms not delivered on a timely basis to secure releases dates, and/or due to date changes directly by the digital and/or physical distribution outlets i.e. iTunes, Google, Amazon, Tidal etc.

AFFILIATE RESPONSIBILITIES:

13. Affiliate shall deliver completed and finished content for submission and distribution.
14. (a) All work must be of “good and commercially viable quality”.
    (b) KWEST and its partners reserve the right to remove any work or IPR from distribution for any reason.
15. Affiliate will be responsible and deliver all necessary forms and information to be completed which includes but is not limited to: IPR Forms, Whitesheets, ISRC and UPC codes (applicable only if affiliate is using their own codes), Finished Masters, Cover Art etc.
16. All forms and information listed above in paragraphs 12 & 15, must be delivered on a timely basis to secure accurate and onetime release dates.
17. Completed W9 for the purposes of royalty distribution and compensation.
18. Completed Letter of Authorization and Direction and/or Grant of Rights from artists (if applicable) or signed agreements between Affiliate and its artists demonstrating and outlining a binding recording agreement.

ADDITIONAL TERMS:

19. Affiliate agrees that this “Affiliation Agreement” does not constitute nor convey ownership, legal partnership, or employment with KWEST or its partners.
20. Affiliate represents and warrants that it possesses full right, power, and authority to enter into and to perform this Agreement; and that it will not, so long as this Agreement remains in effect, grant to any other person, firm or corporation in the Licensed Territory, rights of the kind granted to KWEST.
21. Affiliate can use the name and logo of KWEST for advertising, press, product printing etc.
22. Indemnification. Both parties agree to defend, indemnify, save and hold each other harmless against any and all liability, loss, damage, cost or expense, including attorney’s fees and court costs, paid or incurred, by reason of any breach or claim of breach of any party’s covenants, warranties or representations hereunder.
23. Governing State: This Agreement shall be deemed made in and shall be construed in accordance with the laws of the State of Georgia. If any part of this Agreement shall be invalid or unenforceable, it shall not affect the validity of the balance of this Agreement.
    

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