Goldfish Music Publishing is requesting a $25,000 investment in exchange for 5% ownership. Goldfish is an independent music publisher specializing in country music in Nashville. Their mission is to partner with songwriters to successfully reach audiences and influence the world through excellent song development and administration. Key details: - Currently have 1 signed songwriter, Grace O'Shea, and plan to add 1 per year - Have had cuts with artists like Carrie Underwood - Partnering with local show series Hen House to do quarterly backyard shows for exposure - Financial plan estimates increased revenue over time from adding writers and shows

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Goldfish Music Investment Request
Mission
Goldfish Music Publishing’s mission is to encourage excellence in the development,
creation, and administration of songs by partnering with songwriters and companies in order to
successfully reach and influence the world. Goldfish music cultivates the highest quality
songwriters and supports and encourages them so that they can create the best songs possible.
We focus on cuts with major country artists as well as sync licenses for our writers to build their
catalog of copyrights. To make more revenue, Goldfish Music has partnered with the Hen
House, a local show series focused on promoting women in music that puts on backyard house
shows. These partnered shows will occur quarterly and bring in revenue and exposure to both
companies. Goldfish Music Publishing asks you to consider investing $25,000 upfront into this
small business in exchange for 5% ownership.
Company
Goldfish Music Publishing is an independent music publishing group specializing in
country music in Nashville, Tennessee. The team is comprised of seven staff members.
Currently, we have one writer signed and plan on adding one writer every year. Goldfish Music
Publishing is proud to have cuts with major label artists including Carrie Underwood and aims to
place more songs onto high profile projects including movie synchronizations. Goldfish Music
Publishing is focused on taking care of their songwriters in order to ensure that they write the
best (and therefore, most marketable) songs possible.
Opportunity
Nashville is flooded with music publishers, but Goldfish Music will stand out due to its
values and progressive approach. We are more than just an average publishing company, we take
a modern approach to music publishing by focusing on our internet and streaming presence.
Goldfish has already had a handful of cuts with big name artists and we look forward to the
opportunity to continue our work and grow.
Exposure Strategy
Goldfish Music will be partnering with a show series called the Hen House to put on
quarterly shows in our company’s backyard. Hen House’s mission is to promote and provide a
network for females to succeed in the music industry, and features an all female crew at every
show. Hen House shows attract more than 100 people in its current location, and our partnership
and amazing staff of writers will be sure to attract more. Having quarterly shows will allow
people to see the company and let them hear exclusive songs from our writers. Young
entertainment professionals, college students, and even families can enjoy these relaxed
backyard shows, sitting back on Hen House’s signature couches and listening to some of the best
talent Nashville has to offer. These partnered shows will be a hub for music industry

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Market Analysis
(Source: IBIS World)
The Music Publishing industry is in the midst of an important transition. Operators in this
industry acquire the copyrights of music and then collect licensing fees for the use of the music
in various forms of media. The fall of physical album sales and digital downloads over the five
years to 2018 has forced publishers to seek new revenue sources and become less dependent on
traditional licensing platforms. To meet changing consumer needs, music publishers are
continuously cultivating licensing agreements with new revenue streams like mobile outlets,
online radio platforms and subscription-based streaming music services. Adapting to these new
models has helped mitigate the losses brought about by poor album sales. Despite generating less
revenue from physical albums, industry revenue increased an annualized 3.8% to $5.6 billion
over the five years to 2018, including growth of 2.3% in 2018. Growth during the period can be
attributed to industry operators' ability to monetize licensing agreements with streaming and
digital music services.
The shift toward digital platforms has helped operators unearth new revenue streams;
however, the future performance of the industry hinges on the ability to continue to monetize
these services. For example, the widespread availability of music online through illegal means
has made selling music more challenging than ever. Additionally, the internet has become a
viable vehicle for artists to manage, distribute and promote their own songs and albums
independently, eliminating the need for a publisher.
Over the five years to 2023, industry revenue is projected to continue growing, albeit at a
slower annualized rate of 1.3% to $6.0 billion. The digitization of music will continue to aid the
industry's growth, and additional anti piracy measures taken by the government will benefit
publishers. This increased online regulation will help ensure that music publishers capture
licensing royalties that are eliminated through peer-to-peer file sharing and piracy. Additionally,
with greater oversight and expanding online media outlets, the ability to license songs to a
variety of media will maintain profit margins at an estimated 12.5% of industry revenue in 2023​.

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Key Success Factors
■ Previous cuts with artists such as Carrie Underwood
■ Good reputation with Nashville writers
■ Growth plan to add a new writer to our roster every year for the next five
years
Products and Services
The relationship between our publishers and writers is unique yet personalized. We
recognize the individuality in each writer, so we work closely as a team in development to turn
that back into revenue for our company. Grace O’Shea, our first writer, was born outside of
Boston, MA and believes the most important part of music is the story behind it. Grace is signed
with BMI.
Our song pluggers directly focus on label cuts and sync in country music. One of our
pluggers has already secured Grace’s first song with Goldfish, “You Can”, on a major TV show.
Our publishers and pluggers work together with their high-level of industry knowledge to ensure
artist development focusing on branding, social media, and other marketing aspects.

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One of our company goals is to gain one writer a year. This will ensure that the company
will continue to grow the company, but allowing the previous writer to develop for one full year
before we take on another writer. We believe, in relation to our goals, this will optimize the
growth in popularity of our catalog.
Strategy & Implementation
Goldfish Music plans to implement these goals and plans by adding one writer to our
team each year. Not only would adding one writer per year grow our team, but it will also
increase our catalog and therefore increase our ability to get our songs cut, also our exposure in
the publishing market will increase as the size of our writer team grows. Another one of our
goals is to land sour songs in movies and television, we plan to achieve this by expanding the
range of media companies and artists that we are pitching our songs to.
Our exposure strategy is to be implemented by partnering with Hen House and putting on
shows each quarter. This will promote us and boost our exposure to Hen House’s audience and
the attendees of the shows.

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Financial Plan
Saving Money:
The company plans to save money by only adding one artist every year. This allows for
development and the investment of a writer every year to grow their name and musicianship.
Making Money:
Going along with our goal of adding a new artists every year, this makes for another
source of income. While we increase our advances each year, we estimate obtaining more cuts
and syncs. This is the result of our estimated gradual increase in mechanical licensing and sync
revenue.
Along with increased licenses and sync, we estimate an increase in potential radio play
with each signed artist, as well as public performance royalties.
Every year we estimate to grow our events which will increase our revenue. Partnering
with Hen House, these quarterly events apply to all ages and will allow for optimal publicity and
exposure for the writers. As we add writers, the show will be able to grow and reach more people
therefore increasing the event revenue.
Start-Up Costs Year 1
Running Costs Years 2-5

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Revenue
Profit / Loss
Your Investment
We are seeking a business partnership that consists of an investment of $25,000 for a 5%
ownership of Goldfish Music. Due to our high estimated revenue in the first year, you will begin
to see your money starting during the first year.

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You Can
Grace O’Shea
Hey Jesus
I know it’s been a while
Don’t got no excuses
All I got is a smile
Hey Jesus
I got somethin’ to ask
And these kind of answers
Don’t come from a flask
[Chorus]
Keep them safe
It’s out of my hands
But if anyone can do it, you can
Hey Jesus
This ain’t even for me
But I can’t do it on my own
I need your glory
[Repeat Chorus]
Hey Jesus
You know how much this means
Probably more than anything to me
Repeat Chorus
But if anyone can do it, you can

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EXCLUSIVE SONGWRITER/CO-PUBLISHER AGREEMENT
This Agreement is made and entered into as of February 1st, 2019, by and between Goldfish Music,
LLC and also Upstream Songwriters (BMI) and Grace O’Shea.
Now, therefore, in consideration of the mutual covenants, promises, and conditions set forth herein,
and other good and valuable considerations, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Engagement. Publisher engages Writer to render services as a songwriter, composer,
author, arranger, and adaptor of musical compositions, and as otherwise set forth herein.
Writer hereby accepts such engagement and agrees to render such services exclusively for
Publisher during the Term as defined below, and in accordance with the terms and
conditions set forth herein. The Parties agree to devote the necessary time, attention, skill,
and energy towards each Party’s duties in order that the intents and purposes of this
Agreement shall be fully realized and achieved.
2.​ ​ Term. This Agreement shall be for a period of one (1) year ("Initial Term"). Publisher shall
be entitled to two one (1)-year options ("First Option Term" and "Second Option Term,"
respectively), exercisable by Publisher giving to Writer written notice of Publisher's election to
exercise the applicable option at least sixty (60) days prior to the expiration of the then-current
contract period. The Initial Term and the Option Terms are together the "Term." If Publisher does
not so notify Writer of Publisher's election to exercise an option prior to the expiration of the
contract period in effect, then, notwithstanding anything to the contrary in this Agreement, Writer
will notify Publisher in writing of Publisher's failure to do so. If Publisher fails to exercise
Publisher's option on or before the date that is fifteen (15) days after Publisher's receipt of Writer's
notice, then the Term will end on such fifteenth (15th) day, as if that date were the original
expiration date of the Term.
1. Grant of Rights.
1. Writer hereby conveys, assigns, transfers, and grants to Publisher, its successors
and assigns, Fifty Percent (50%) of all Writer's right, title and interest throughout
the Universe (the "Territory") in each Composition, composed and/or written by
writer, in whole or in part as jointly or in collaboration with any other person,
including Compositions on the attached Schedule A and any Compositions which
become owned or controlled, directly or indirectly in whole or in part by Writer
during the Term of this Agreement (“Compositions”), including the right to revise
and arrange each of the said Compositions, and to obtain copyrights thereon in the
name of the Publisher. The foregoing grant, includes, but is not limited to, the title,
lyrics and music of the Compositions and all worldwide copyrights in the
Compositions and any renewals, extensions, continuations, reversions or revivals of

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such copyrights under any present or future law, treaties, proclamations or
conventions throughout Territory.
1. Writer acknowledges the rights and interests set forth above include Writer’s
irrevocable grant to Publisher, its successors and assigns, of the sole, exclusive and
unrestricted right, license, privilege, and authority throughout the entire world with
respect to the Compositions as follows:
i. ​To perform, transmit and license others to perform or transmit the Compositions publicly or
privately, for profit or otherwise, by means of public or private performance, radio, broadcast,
the Internet, television, or any and all other means of media, whether now known or hereafter
conceived or developed (subject to Writer’s grant of small performance rights to his performing
rights organization).
ii. ​To prepare literary or derivative works based on the Compositions, to substitute a new title and
to make an arrangement, adaptation, translation, transcription, dramatization, parody, or
transposition of any of the Compositions or of the titles, lyrics, or music thereof, and to add new
lyrics to the music of any of the Compositions or new music to the lyrics of any Composition, all
as Publishers may agree and deem necessary or desirable in its sole business judgment.
iii. ​To secure copyright registration and protect the Compositions, including any and all renewals
and extensions of copyright under present or future laws throughout the world and to have and
to hold said copyrights, renewals and extensions and all rights existing herein for and during the
full term of all said copyrights and all renewals and extensions thereof.
iv. ​To make, manufacture or cause to be made or manufactured, and to license others to make or
manufacture mechanical, magnetic, electrical, digital, or other reproductions of the
Compositions, including the right to synchronize the Compositions with motion pictures and to
use, manufacture, advertise, license, or sell such reproductions for any and all purposes,
including private and public performances, radio broadcast, Internet transmissions or webcasts,
television, sound motion pictures, commercial advertisements, computer software or hardware
devices, wired radio, phonograph records, and any and all other means or devices, whether now
known or hereafter conceived or developed.
v. ​To print, reprint, publish and sell and to license others to print, reprint, publish and sell, sheet
music, orchestrations, arrangements and other editions of the Compositions in all forms,
including song folios, compilations, song books, mixed folios, and magazines, with or without
music including digital formats.
1. Notwithstanding anything to the contrary contained hereinabove, Publisher will not
do any of the following without Writer’s prior written consent:
i. ​make or authorize any fundamental changes to the words, music, harmonic structure, and/or
title of any Composition hereunder (except authorizing foreign translations thereof) or any

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parody of such Composition; provided, however, that any changes to the words and/or music of
any Composition in a third party musical arrangement resulting from any change not
authorized in a mechanical license granted by Publisher voluntarily in the ordinary course of
business or involuntarily as a result of the compulsory mechanical license provisions of the U.S.
Copyright Act shall not be deemed to be a violation by Publisher of this provision.
ii. ​license synchronization rights for any Composition in any theatrical motion picture which
receives an “X” or “NC-17” or equivalent rating (which rating Publisher knew or reasonably
should have known such motion picture would receive at the time of the licensing);
iii. ​grant licenses authorizing synchronization of the Compositions in television or radio
commercials advertising health and hygiene products, tobacco products, firearms, nuclear
energy, alcoholic beverages, political issues, political candidates, religious issues, or political
parties, gambling or lotteries; pet food and pet products; pharmaceuticals;
iv. ​license any Composition for use in connection with the commercial merchandising of any
product or service, other than sheet music, sound recordings, audiovisual recordings or live
musical appearances;
v.​ ​grant any so‑called “grand rights” or dramatization rights in or to any Composition; or
vi. ​license any Composition at less than seventy five percent (75%) of the prevailing statutory
mechanical rate.
1. Prior to the publication by the Publisher, or the recording or mechanical or motion
picture use under any agreement with the Publisher of any said Composition,
Publisher shall have the right to reject such composition by giving the Writer
written notice of such rejection (“Rejected Composition”), and thereafter the Writer
shall have the right to make such use of such Rejected Composition as Writer may
see fit, and the Publisher shall thereafter have no interest therein whatsoever.
Payment/Advance. Intentionally deleted. Parties have mutually agreed to work together in this
capacity in order to achieve mutual goals.
Demos. Both parties understand and agree that in order to effectively exploit the said
Compositions, it is frequently necessary for the Publisher or Writer to make recordings of the said
composition for demonstration purposes. Said recordings are, in the trade commonly referred to as
“demos.” It is understood that Demos must have the mutual approval of both Publisher and Writer
prior to recording and it is further understood that specific emailed approval shall be deemed an
acceptable form of approval. Publisher will be financially responsible for all approved demo costs.
Royalties. In consideration of Writer’s fulfillment of all the terms and conditions described herein,
Publishers shall pay to the Writer in respect of each such Composition, the following:
1. Net Income. As used herein, the term "Net Income" shall mean the gross income
actually received by Publishers or its agent in the United States, or credited to
Publisher’s accounts, reduced by reasonable and customary collection fees charged
by any mechanical royalty collection agent (not to exceed the fees then-charged by

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The Harry Fox Agency, Inc.) or performing rights organization, foreign taxes (other
than taxes based upon income), reasonable and actual out of pocket legal fees or
court costs incurred by Publisher in the collection of such sums.
2. Public Performance Income. Writer shall receive Writer's public performance
royalties throughout the world directly from Writer's own affiliated performing
rights society. Writer shall be paid Fifty Percent (50%) of "Publisher's Share" of
public performance royalties directly from Publisher. If, however, Publisher shall
collect both the Writer's and Publisher’s share of performance income directly and
such income shall not be collected by Writer's public performance society, Publisher
shall pay to Writer Seventy-Five (75%) of all such net sums which are received by
Publisher in the United States from the exploitation of such rights in the
Composition throughout the world.
3. Sheet Music. Seventy-five percent (75%) of any and all Net Income received by
Publisher from the exploitation of each piano copy of the Composition, and for each
dance orchestration of the Composition printed, published and sold by Publisher or
its licensees, for which payment has been received by Publishers, after deduction of
reasonable returns.
4. Folios and Songbooks. Seventy-Five Percent (75%) of any and all Net Income
actually received by Publisher from the exploitation of each arrangement and
edition of the Composition, printed, published and sold by Publishers or its
licensees, for which payment has been received, or been credited to Publisher’s
account, after deduction of returns, except that in the event the Composition shall be
used or caused to be used, in whole or in part, in conjunction with one or more other
Compositions in a folio, album or other publication, Writer shall be entitled to
receive that proportion of said royalty which the Composition shall bear to the total
number of compositions contained in such folio, album or other publication.
5. Other Income. Seventy-Five Percent (75%) of any and all Net Income actually
received by Publisher and by licenses of Publisher of mechanical rights, grand
rights, electrical transcription, digital downloads and reproducing rights, motion
picture and television synchronization rights, and all other rights in the
Compositions whether or not such licenses are affiliated with, owned in whole or in
part by, or controlled by Publisher.
6. Foreign Income. Seventy-Five Percent (75%) of any and all Net Income actually
received by Publisher from sales, licenses and other uses of the Composition in
countries outside of the United States (other than public performance royalties as
mentioned in subparagraph b above) from collection agents, licenses from
sub-publishers or others, whether or not same are affiliated with, owned in whole or
in part by, or controlled by Publisher, provided that the fees paid to subpublishers
will be calculated “at the source”. Subpublisher fees shall not exceed fifty percent
(50%) and fees paid to subpublishers owned or controlled in whole or in part by
Publisher will not exceed ten percent (10%) of the income collected, computed “at
the source.”

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7. Free Goods. It is agreed that Publisher shall not be required to pay any royalties on
professional or complimentary copies of the Composition or any copies or derivative
works which are distributed or sold at or below Publisher’s cost for promotional or
similar purposes, such free goods not to exceed ten (10%) of the total copies of the
Composition distributed or sold.
Recoupment. Publisher may recoup any mutually agreed upon demo expenses or advances or
other expenses, with email serving as an acceptable form of approval, from any royalties, except
Writer’s performance royalties, earned by the compositions governed by this Agreement.
Accounting. Publisher shall render to Writer, so long as Publisher shall continue publication or the
licensing of any rights in any of said Compositions, royalty statements with respect to such
Compositions on a quarterly accounting period. Statements are to be accompanied by remittance
of any royalties then due and are to be sent within sixty (60) days of the close the quarterly
accounting periods ending March 31, June 30, September 30, and December 31. Writer shall have
the right to audit Publisher's books at Writer's sole expense, at Publisher's place of business, during
normal business hours, and upon reasonable written notice of thirty (30) days. Such audit may only
be conducted by an independent certified public accountant who has signed a confidentiality
agreement relating to Publisher's books. Any objection to a royalty statement must be made no
later than one (1) year after the date the statement was rendered and Publisher waives any longer
statute of limitations that may be permitted by law. No more than one (1) audit as defined herein
may be initiated per year.
1. Administration. Publisher shall have world-wide administration rights to titles subject to
this agreement and has the right to enter into agreements with outside parties, including
sub-publishers, Harry Fox Agency, and other collection societies for the purposes of
collection of royalties. Titles published under this Agreement shall not be subject to an
administration fee. This shall stand as a full administration agreement between Dan
Hodges Music, LLC and Lacy Green Music. Administration fee shall not exceed ten
percent (10%).
2. Right of First Refusal. One party shall not sell, transfer, assign or otherwise dispose of any
interest in the copyright of the Composition(s) without first offering to the other party the
right to buy or acquire such interest at the same bona fide price and pursuant to the same
bona fide terms as may be offered to one party by an unrelated third party. One party
must give written notice of any such bona fide offer to the other party and the other party
will be allowed ten (10) business days to respond as to whether or not they desire to accept
the offer. This party will then have sixty (60) days to fulfill terms of the offer.
1. Exclusivity/Collaboration.

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1. During the Term, Writer shall not write or compose, or furnish or convey any
musical compositions, titles, lyrics or music, or any rights or interests therein, nor
participate in any manner with regard to same, for any party other than Publisher.
2. Royalties specified herein shall be payable solely to Writer where Writer is the sole
author of a Composition, including the lyrics and music thereof. Notwithstanding
the foregoing, in the event that one or more other songwriters are authors together
with the Writer of any Composition, the foregoing royalties shall be divided equally
among Writer and the other songwriters unless another division of royalties shall be
agreed upon in writing between the parties concerned and timely written notice of
such division is submitted to Publisher prior to payment.
Representations and Warranties.
1. Each Party represents and warrants that it is wholly free to enter into this
Agreement and to grant the rights herein granted, and that it is not a party to any
other agreements, and that it does not have any obligations, which conflict with any
of the provisions hereof.
2. Each Party represents and warrants that it has been advised of its right to seek legal
counsel of its own choosing in connection with the negotiation and execution of this
Agreement and each Party has either done so or voluntarily waived its right to do
so.
3. The Parties hereby agree to execute any further documents and do all acts necessary
to fully effectuate the terms and provisions of this Agreement.
4. Unless otherwise stated by the Writer in the respective agreements covering the
Compositions, the Writer represents and warrants each of such Compositions,
words and music, as his sole, exclusive and original work and that no one other than
the Writer has any right or interest of any nature therein, and that he has not
entered into any agreement with any person, firm or corporation that has claimed
or will claim any right or interest therein, and that none of such Compositions
infringes upon any other song or musical compositions or copyright or literary
property in any manner, and that none of such Compositions has ever been
published, and that he has full right and authority to make this Agreement.
Name/Likeness. Publisher shall have the right to use the name and approved photographs,
simulations and likenesses of the Writer in publicizing, advertising, exploiting, distributing, and
selling Compositions. Writer shall not permit the use of Writer’s name or likeness as the writer or
co-writer of any Compositions by any party other than Publisher.
Power of Attorney/Separate Agreement.

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1. Writer shall, when requested to do so by the Publisher, promptly execute and
deliver as and when requested, all agreements, documents and writings consistent
with this Agreement that are necessary or requested for the purpose of effectuating
this Agreement, and also a separate assignment to the Publishers for each of the
Compositions embraced by this Agreement in the Publisher’s customary form,
which, however, shall supplement but not supersede this Agreement.
2. In the event Writer fails to promptly execute and deliver the foregoing agreements,
documents or writings, Writer hereby irrevocably appoints Publisher, as
Attorney-in-Fact to execute and deliver any or all such agreements, documents, and
writings, provided that Publisher shall promptly provide a copy to Writer of all
such documents executed on Writer’s behalf.
3. In the event of the Writer’s failure to execute separate agreements covering any
Composition, then the terms contained in this Agreement shall govern payment of
royalties, and all other provisions of this Agreement shall apply.
Indemnity. The Parties hereby agree to indemnify and hold each other harmless from and against
any and all loss, liability, damage, cost, and expense, including reasonable attorney’s fees and costs
of litigation, resulting from any claim which is inconsistent with or breaches any of the warranties,
representations, promises, or covenants contained in this Agreement provided that such claim is
reduced to a final non-appealable judgment entered by a tribunal of competent jurisdiction. The
prevailing party in any lawsuit based in whole or in significant part upon the terms of this
Agreement shall be entitled to recover (in addition to any other available remedies) reasonable
attorneys’ fees, collection costs, and court costs.
Breach/Right to Cure. Neither Party shall be deemed to be in breach hereunder unless the
aggrieved party shall notify the other thereof in accordance with the Notices section below, and the
alleged breaching party shall fail to remedy such alleged breach within thirty (30) days after
receiving such notice. If the breaching party fails to cure within thirty (30) days, the aggrieved
party may terminate the Agreement upon notice to the breaching party, and shall be entitled to
seek appropriate legal action in a court of competent jurisdiction.
Notices. All communication, payments and notices under this Agreement shall be sent to the
addresses set forth in the signatory line below by hand delivery, registered mail, certified mail or
any reputable courier service providing proof of delivery and receipt (i.e. Federal Express and
UPS).
Miscellaneous.
1. Relationship of Parties. Nothing contained herein is intended to, nor shall it be
construed to, create a partnership, joint venture, or employer-employee relationship
of any kind between the parties. No party hereto shall hold itself out to contrary of

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this subparagraph, and no party shall become liable for any representation, act, or
omission of the other contrary to the provisions hereof.
2. Entire Agreement. This instrument sets forth the entire agreement between the
Parties with respect to the subject matter hereof and shall be binding on, and inure
to the benefit of, the Parties hereto and their respective heirs, representatives,
successors, and assigns. This Agreement may be executed in counterparts, each of
which when executed and delivered shall constitute an original, but all of which
together shall constitute one and the same document.
3. Amendment. This Agreement may not be modified or amended except by written
agreement signed by the Parties hereto.
4. Assignment. This Agreement shall be binding upon Writer and Writer’s respective
heirs, personal representatives, successors, and assigns. In view of the unique and
extraordinary character of the services Writer shall render hereunder, neither this
Agreement nor any of Writer’s obligations hereunder shall be assignable by Writer.
Publisher shall have the right to assign this Agreement to a parent, subsidiary or
other affiliated entity, or to a purchaser of all or substantially all of Publisher’s
assets or equity interests, upon the express provision that Publisher’s assignee
agrees to be bound by all of the obligations undertaken by Publisher hereunder
Nothing herein shall restrict Publisher’s rights to assign any Compositions or rights
therein as may be required in the ordinary course of business in Publisher’s sole
discretion.
5. Waiver. No waiver by any Party of any term of provision of this Agreement of any
default hereunder shall affect any Party’s right hereafter to enforce such term or
provision, or to exercise any right or remedy in the event of any other default,
whether or not similar.
6. Severability. Should any provision of this Agreement be declared void or
unenforceable, such provision shall be deemed severed and the remainder of this
Agreement shall continue in full force and effect to the extent permitted by law.
7. Survival of Terms. Any provision in this Agreement which by its nature and effect
is required to be observed, kept, or performed after the termination of this
Agreement, shall survive termination and remain binding upon and for the benefit
of the Parties until fully observed, kept, or performed.
8. Headings. The captions and headings of this Agreement are included for
convenience and ease of reference only, are not part of this Agreement, and are not
to be used to construe, interpret, or limit the terms hereof. Where context requires,
singular shall include the plural, plural shall include the singular, and neuter shall
include masculine, feminine, and neutral genders.
9. Governing law/Jurisdiction. This Agreement has been entered into in, and is to be
interpreted in accordance with the laws of the State of Tennessee. The parties
consent to jurisdiction in any court located in Davidson County, Tennessee.

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10. Seek Counsel. The Parties have been given the opportunity to seek independent
legal counsel to fully review and negotiate the terms of this Agreement, and each
Party has either done so or voluntarily waived its right to do so.
In witness whereof, the Parties hereto have executed this Agreement on the Effective Date set forth
above.
PUBLISHER
BY: _____________________
Olivia Kiene
Goldfish Music, LLC
dba Upstream Administration
PO Box 431022
Nashville, TN 37203
WRITER
BY: _____________________
Schedule A
Titles Writers
You Can Grace O’Shea
Anchors & Arrows Grace O’Shea
On Fire Grace O’Shea
Are We On The Same Page? Grace O’Shea, SJ McDonald

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SYNCHRONIZATION LICENSE AGREEMENT
This Synchronization License Agreement (“Agreement”) is made and entered into this
_first__ day of February, 2019(“Effective Date”) by and between the [GOLDFISH MUSIC
LLC] (the “Publisher” or “Licensor,” and [GRACE O’SHEA] being the “Artist”) whose
address is 2400 Oakland Avenue Nashville TN 37211 [JOHN LAWYER] and [DRAMATIC
MOVIES INC.] (“Licensee”) whose address is [123 Main Street Nashville TN, 37203].
Licensee and Publisher (or “Licensor”) shall collectively be referred to as the “Parties.”
W I T N E S S E T H
WHEREAS, Licensee is engaged in the direction and production of independent movies,
specifically the independent movie titled [THE FACE OFF] (the “Movie”), and Licensee
seeks a synchronization license for the use of the composition embodied in [YOU CAN](the
“Song”), which was written by Grace O’Shea.
WHEREAS, the Publisher is the owner and/or copyright holder of the composition in the
Song and wishes to license said rights to Licensee for use in the movie.
NOW, THEREFORE, in consideration of compensation the Publisher will receive from
Licensee as more fully set forth below, and of the mutual promises made by the Parties
hereto, and the mutual benefit anticipated by the Parties, it is agreed as follows:
1. Grant of Synchronization License.
Publisher grants to Licensee the non-exclusive license, privilege and authority to
copy, sell, perform, edit and/or loop portions of, record on film or video and use the
musical composition embedded in the Song in synchronization or timed relation in
the Movie during the Term throughout the world in any medium or form, whether
now known or hereinafter created. Publisher authorizes Licensee to use or cause to
be used the aforesaid musical composition contained in the Song in conjunction with
the Movie in any manner Licensee deems fit, including, but not limited to, the
purpose of advertising and exploiting the Movie and the right to license, sell, and
distribute the aforesaid musical composition in conjunction with Movie related
events throughout the world and any medium or form, whether now known or
hereinafter created. Notwithstanding the foregoing, the musical compositions
contained in the Song licensed pursuant to this agreement shall not be distributed or

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exploited separately or independently of the Movie by the Licensee, except in
compilations that include the Movie, in advertising for the compilation, or in
connection with the Movie itself. The synchronization license is granted upon the
express condition that the musical composition contained in the Song shall not be
used to manufacture, sell, license, or exploit sound records or otherwise be used
apart from the Movie by the Licensee.
2. Publicity.
Licensee shall have the right to publish, advertise, announce and use in any manner
or medium, the name, sobriquet, biography and photographs or other likenesses of
Publisher and Artist in connection with any exercise by Licensee of its rights
hereunder. Furthermore, Publisher grants to Licensee the perpetual but not
exclusive right to use, and to license others to use reproductions of Publishers’ or
Artist’s physical likeness and/or voice for the purpose of advertising and exploiting
any work embodying the Movie and the right to use any of the rights herein granted
for commercial advertising or publicity (including endorsements) in connection with
any product, commodity or service manufactured, distributed or offered by
Licensee in connection with the Movie.
3. Term.
All licenses and rights granted in this agreement shall commence on the Effective
Date and extend for the duration of the Publisher’s copyright to the composition
embodied in the Song. All licenses granted in this agreement are revocable.
4. Consideration.
In consideration for granting the foregoing synchronization license, as a license fee
for all rights granted and licensed pursuant to this Agreement, Licensee shall
Publisher a flat fee of [$30,000] upon execution of this Agreement. Both Publisher
and Artist understand and expressly agree that they will receive no performance
royalties, even if the composition in the Song is broadcast, made available online, or
otherwise distributed in any manner within the conditions set forth above. The
additional publicity associated with having Publisher and Artist’s works broadcast,
downloaded, or otherwise distributed is the only additional consideration to which
they will be entitled separate and apart from the flat fee.

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5. Credit.
Licensee shall use best efforts to credit the Publisher and Artist, and include such
credit in the final edited version of the Movie and in each case in which screen
credits for music are included in the Movie. Subject to the foregoing, all other
characteristics of such credit or any other credit shall be determined by Licensee in
its sole discretion. No casual or inadvertent failure by Licensee to comply with the
credit requirements set forth above, nor any failure by third parties to so comply,
shall constitute a breach of this Agreement by Licensee.
6. Representations and Warranties.
Publisher represents and warrants that: (i) Publisher is the Artist or legally
represents the Artist; (ii) Publisher has the full right and authority to enter into this
Agreement; (iii) Publisher exclusively owns or controls all copyright in and to the
composition embodied in the Song or controls all other rights necessary to enter into
and to fully perform this Agreement, (iv) Licensee’s use of the Song and the
inclusion of the same in the Movie will not violate any rights of any kind or nature
whatsoever, including but not limited to, copyright, trademark, patent or other
intellectual property rights, of any person, firm, corporation, association, society or
other entity; (v) in the case that Publisher has obtained third party consents,
Publisher will obtain in writing all requisite consents and permissions of labor
organizations, the copyright owners, and the Artist (if applicable) whose lyrics or
notes are embodied in the Song and that the Publisher will pay all re-use payments,
fees, royalties and other sums required to be paid for such consents and permission,
in connection with Licensee’s use of the Song.
7. Miscellaneous.
(a) Limitations of Agreement. The relationship of Licensee and Publisher hereunder
is limited to the respective rights and obligations of the Parties specifically provided
herein. Notwithstanding any provision of this Agreement to the contrary, nothing
herein shall be construed to create a partnership or joint venture between the
parties, to authorize either party to act as agent for the other, to permit either party
to undertake any agreement for the other, or to use the name or identifying mark of
the other, all except as it is specifically provided herein. Neither party shall be
construed for any purpose to be an employee subject to the control and direction of
the other.

34. 34
(b) Assignment. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of Licensee and Publisher. Provided, however, that
Licensee and/or any parties Licensee selects as licensees, partners, assignees or
otherwise gives permission are authorized by Publisher to utilize the Song in
accordance with the terms of the licenses granted herein and on an unlimited basis
and without the payment of any fee to the Publisher. Neither party shall assign any
rights nor obligations under this Agreement without the express written
authorization of the other party.
(c) Notices. Any notice, request, demand, waiver, approval or other communication
which is required or permitted to be given hereunder shall be in writing and shall be
deemed given if delivered personally or sent by telegram or telecopy (with
transmission confirmed) or by certified or registered mail, return receipts required
with postage prepaid, or by Federal Express or an equivalent overnight delivery
service, addressed to the parties at their respective addresses as either party may
designate in writing to the other. Such notice, request, demand, waiver, consent,
approval or other communication shall be deemed to have been given as of the date
so delivered, telegraphed, or telecopied, or on the fifth day after deposit in the
United States mail or on the second day after deposit with Federal Express or an
equivalent overnight delivery service.
(d) Governing Law. This agreement shall be governed by and construed in
accordance with the laws of [Tennessee], without giving effect to its principles or
conflicts of laws to the extent such principles or rules would require or permit the
application of the laws of another jurisdiction. Any dispute arising out of or in
connection with this agreement shall be subject to the exclusive jurisdiction of the
courts of [Tennessee] or of the United States District Court for the Southern District
of [Tennessee]. Any process in any action or proceeding arising out of or in
connection with this agreement may, among other methods, be served by delivering
or mailing the same by registered or certified mail, directed to the other party at the
address first written above. Any such delivery or mail service shall be deemed to
have the same effect as personal service within the State of [Tennessee].
(e) Titles & Headings. Titles and headings to articles, sections, or paragraphs in this
Agreement are inserted for convenience of reference only and are not intended to
affect the interpretation or construction of this Agreement.
(f) Severability. The provisions of this Agreement shall be severable, and if any
provision of this Agreement is held to be invalid or unenforceable, it shall be

35. 35
construed to have the broadest interpretation, which would render it valid and
enforceable.
(g) Amendments. No amendments modifications or waivers to this Agreement shall
be valid unless in writing and signed by all parties to the Agreement.
(h) Entire Agreement. This Agreement constitutes the entire agreement between
Licensee and Licensor with respect to the services provided hereunder. This
Agreement supersedes all prior agreements, proposals, representations, statements
or understandings, whether written or oral, concerning the services or the rights
and obligations relating to those services. This Agreement shall not be contradicted,
explained or supplemented by any written or oral statements, proposals,
representations, advertisements or service descriptions not expressly set forth in this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written below.
Signed
_________________
Grace O’Shea
February 1, 2019

36. 36

37. 37
(defined as physical and/or digital single and/or album release) and hereinafter also referred to as
"Product".
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants set
forth below, the parties agree as follows;
A. License is considered in effect upon signatures of both parties in the space provided and
payment of any advance monies due to Licensor.
B. Licensor grants Licensee the non-exclusive right, privilege, and authority to copy, make,
manufacture, and distribute compact discs and/or DPDs as defined above and within the terms of
this agreement. Licensee has all the rights which are granted to and all the obligations which are
imposed upon users of a copyright work under the provisions of United States copyright law.
Licensee has the right to make a musical arrangement of the Composition to the extent necessary to
conform it to the style or manner of interpretation of the performance provided that any such
arrangement (1) shall not change the basic melody or the fundamental character of the
Composition and (2) shall not be subject to copyright protection as a separate derivative work.
C. Licensee shall pay Licensor an advance for Product as computed above in accordance with the
statutory rate under Section 115 of the US Copyright Act of $0.091 per song or 1.75 cents per
minute or fraction thereof of playing time per song, whichever is greater, for each compact disc
manufactured, or DPD sold as described above. Royalty rate shall be the full statutory mechanical
royalty rate as set forth in Section 115 of the United States Copyright Act in effect at the time of
distribution. In the event that the statutory royalty rate is amended by Congress on any date
pursuant to Section 801 of the Act, then the rate set forth herein shall be deemed adjusted to
conform for all units distributed following said date.
D. The Licensee shall remit royalties to Licensor in quarterly payments, within 45 days of March
31, June 30, September 30 and December 31 following the execution of this License based on any
additional units sold and/or made, distributed and not returned. Licensee shall maintain accurate
records of accounting and Licensor has the right to inspect Licensee's records upon 30 days written
notice. Such inspection shall be conducted by a CPA appointed by Licensor, shall take place during
normal business hours, and shall be conducted within three years of rendering a statement and
limited to one inspection per year. In the event Licensee fails to account and remit royalties to
Licensor and further fails to correct such remedy within thirty days (30) days of written
notification of the breach, rights granted for manufacturing and distribution shall automatically
terminate and said breach shall be an act of infringement under United States Copyright Law and
Licensee shall further be subject to a late fee as requested by Licensor in accordance with
reasonable financial remedies for the industry at time of breach.
E. Term of this License shall be in perpetuity.
F. The territory for this License shall be the United States, its territories and possessions. Licensee
agrees to notify Licensor in writing of each release of the Composition outside the defined territory,
providing name of territory, release date and record identification numbers for the territory.
G. Licensee may stream up to thirty seconds (:30) of each composition for preview of Composition
solely for the purpose of promotion and at no additional fee.

38. 38
H. Licensee shall not use the title of the Composition for any purpose other than to identify or
display the title on the label, jacket or insert of Product. Licensee will make every effort to print or
display on Product accurate names of Publishers and Composers in conjunction with the title of the
Composition, and, to the extent feasible, include any graphics and imagery in the playback of such
DPDs.
I. Licensee and Licensor each warrant and represent that all requests and declarations herein are
true and correct and that each party has the right to enter into this License.
J. This License shall be governed by the laws of the State of Tennessee. Any action under this
agreement shall be subject to exclusive jurisdiction in a court in Davidson County, Tennessee. All
notices shall be sent in writing and by a form of registered or certified mail, return receipt
requested at the addresses provided herein.
K. This License shall be binding upon the heirs, successors, and assigns of the parties. Licensee will
use best efforts to provide Licensor notification upon the transfer of interests represented herein.
L. Licensee shall forward two (2) copies of Product to Licensor at address provided.
Accepted and Agreed to:

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