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SONGWRITER'S AGRgEMENT
AGREEMENT, made this I ST day of MAY , 1988, by
and among Rush Groove Musicof 298 Elizabeth Street, New
York, New York 10010 (hereinafter referred tc as
"Publisher") .and Joseph Simmons of 206-51 Whitehall Terrace,
Queens, NY 11412.; Darryl McDaniels 314 Srni th Street,
Freeport, NY 11520; Jason Mizell of 111 Barrow Street, New
NY 10019; and David Reeves of 109-16 215th Street,
Queens Village., NY 11429 (-hereinafter indi vfdually and
referred to as '
1
Writer").
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WITNESSETH:
1. Writer hereby sells, assigns and transfers and sets over
to Publisher, its successorsana assiqns, for the world, a
certain heretofore unpublished original musical composition
written and/or composed by the above Writer and tentatively
entitled "Run's House" (hereinafter referred to as the
"composition"}.
2. It is understood and agreed that the Composition shall,
upon creation, be the sole property of
Publisher, everywhere and forever, with all copyrights
therein .and all renewals thereof, throughout the un1 verse,
arid. Publisher shall have the sole and exclusive right to
publish, sell, exploit, use and dispose of the Composition
and all rights therein (orto refrain therefrom), now or
knownand to retain any and all benefits, revenue,
money and income accruing therefrom, subject only to the
payment of royalties hereinafter set forth. Publisher shali
have all exclusive rights in and to the Composition,
including but not limited to: (a) the right to reproduce
copies of the Composition; (b) the right to authorize the
reproduction of the Composition in the form of phonograph
(c) the right to prepare cause the preparation of
derivative works and dramatic or dramatico-muslcal works
based on the (d) the right to distribute copies
of the Compos:i. tion to the public by sale, rental, lease, loan
or otherwise; (e) the right to publicly perform and to cause
or author izc tho public pe.tforrnance l')f Lhe Composi t.ion 7 C f)
the right to display and. to cause or authorize the display of
the Composition to the public by all means now known or to
become knowp in and (g) a:ny and all other rights
i: n and to t.he Composition, whether .now khown or to become
known in the future. rn addition, Publisher shall hav0 thn
soie right to secure registration of to copyright in
t.hA GotnJ?osition, in tha nilmP. of the- to
Section df the Law, 17 of the United
States Code a:s "Works Made For Hire" as provided in 5-ect.i.on
20l(b) of said law.
3. Writer and represents that Writer is the sole
author and composer of the title, music and/or

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constituting the coinposit"ion, that said music, title and
lyrics are Writer's own original work and creation, that
neither said music, title or lyrics nor any part thereof are
a copy of any other copyrig-hted work or infringe or violate
any .rights of any third party and that no adverse claim
exists thereon. Writer further warrants and represents that
Writer has not sold,' assigned, leased, licensed or in any way
disposed of or encumbered any of the rights herein granted to
Publisher and that Writer has the right to make this
agreement.
4. As fUll consideration for and in full payment for the
aforementioned sale and grant of rights, Publisher shall pay
to Writer amounts equal to two-thirds (2/3) of the sums
actually received.by Publisner or credited to Publisher's
account in connection wi..th the ose exploitation of the
Composition throughout the world.
5. agrees to pay or cause to be paid to Writer,
.or upon Writer's death, to the person or persons legally
entitled thereto, during the period of copyright p.rotection
of the Composition, the royalties provided herein.
6. Publisher agrees that it will render statements and pay
royal-ties due Writer on or before each October 1st co.vering
the six (6) months ending June 30th, and on or before each
April lst covering the six <6> months ending December 31st.
said statements and payments, in the absence of written .
objection thereto by Wr.i ter within two ( 2) years from receipt
thereof, shall constitute an account stated as to all
royalties due for the period covered by such statement and/or
payment. Writer shall have the right to appoint a certified
Public Accountant to examine Publisher's booksand records as
the same pertain to this agreement, provided that such
examination shall take place at Publisher' s offices during
normal business hours, on r.easonable notice, not more than
once in each calendar year during which Writer receives a
statement and at Writer's sole cost and expense.
7. All sums payable hereunder shall be divided among the
.i.ndi vi duals .comprising Writer in accordance with the
percentage corresponding to the individu-al's name in the
column entitled "Total", as follows:
Writer Music Total
Darryl McDaniels 50% 0% 25.0%
Jo::oeph Simmons 50% 35% 42.5%
Jason Mhell 0% 35% 17", 5%
David Reeves 0% 30% 15.0%
B. Writer hereby consents to such changes, editing and
arrangements of the Composition (and Publisher shall have the
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right to copyright any such versions in its own name and
retain all rights therein for the full term of
therein, and renew and extend such copyright), and the
setting of words (English and/or foreign to t.he music, and/or
music to the words, and such change of title, as the
Publisher deems desitable. Writer consents to the
Writer's name and likeness and the title of the Composition,
and agrees that the use of such name, likeness and title may
commence prior to the publication and may continue so long as
the Publisher shall own and/or exe.rcise any rights in the
Composition or in any version.s thereof. Writer agre.es that
Publisher may deal any record company undertaking the
effQrt and expense of recording and/or promoting phonograph
records embodying the Composition on such terms as Publisher
shall, in its reasonable judgment, deem.proper
including the licensing the for mechanical use
at less than the statutory rate therefore. Publisher shall
not issue synchronization licenses to anyone on a basis which
is less than an arms-length transaction.
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9. Writer consents that this contract and all copyrights
and other rights hereunder may be assigned by Pub-lisher
either expressly or by of law. Writer specifically
acknowledges that publisher may assign this agreement to
Protoons Inc., including any or all of Publisher's rights and (
interests hereunder and the benefits of Writer's warranties, ,
representations, authorizations, duties, obligations,
liabilities and indemnifications hereunder. Writer
specifically acknowledges and agrees that Protoons Inc. and
its administrators, successors, licensees and assigns is and
shall .be deemed third party beneficiaries hereunder and shall
have the right, in its and their own name ( s), to instj, tute
any action or proceeding Writer to enforce all
,rights, privileges and benefits directly against Writer.
Notwithstanding anything in the foregoing to the contrary, it
is specifically understood and agreed that Publisher sl")all
not assign nor shall. Publisher be .. deemed to haye deleg(lted to
'protoons Inc., and Protoons Inc. shall not be deemed to have
assumed, any df warranties, representations,
authorizations, c;3uties, obligations, promises,. agreements or
liabilities hereunder. Writer is not and shall not be deemed
a third party beneficiary of any agreement or l.lllderstanO.ing
between Publisher and Protoons Inc.
10. {a) Writer warrants, represents, undertakes and agrees
that the Composition and each and every part thereof, .is
original and does not infringe upon any other musical, lyric
or other material and that Writer has the right to vest in
Publisher all of sucp rights free and clear of all claims,
encumbrances and obligations whatsoever. Writer urther
warrants that Wtiter has the full right, power an<! authority (
to enter fnto this agreement and to perform all of the terms
and conditions specified.
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C.
(b) Writer hereby warrants and represent.s that prior to
submission of the to Publisher, the same has not
been:
C i) Recorded in a form of phonograph records which
has been distributed;publicly;
(ii)
<iii) Distributed publicly by means of rental, lease
or lending;
{iv) Offered, in the form of printed copies or
phonograph records, to persons for the purpose
of further distribution, public performance or public
display. - t ,.
11. Writer will indemnify and hold Publisher and Publisher.' s
and assigns free and harmless from any loss, claim,
damage, or liability {including but not limited to court
costs and reasonable fees> arising out of or in
a_ny way incurred by Publ_1.sher or Publisher's licensee's and
assigns. as a resultof a breach or claim of breach by any
third parties of any of the warranties and representations
made by Writer herein and agrees to reimburse Publisher on
demand for any payment made by it at any after the date
hereof with respect to any liability or to which the
foregoing indemnity applies. Pending the determination of
any claim i.nvolving such alleged breach or failure, Publisher
may withhold sums due Writer or any third party hereunder in
an amount consistent with such claim.
12. Writer agrees to execute and deliver to Publisher upon
demand any and all instruments, papers and documents that may
be requested by Publisher for the purpose of confirming,
protecting and exercising any rights of Publisher hereunder.
will execute the instru.ment of transfer annexed hereto
C\S Exhibit "A" for the Composition, promptly after creation
thereof. In the event of the failure or refusal of Writer to
execute and deliver any of the same upon demand, Writer
hereby authorizes and empowers Publisher as Writer's attorney-
in-fact, in Writer's name to execute and deliver the same;
this power, be"ing c-oupled with an.interest, is irrevocable .
. 13. Any legal action brought by Publisher ag.ainst any
alleged infring-er of the Composition shall be initiated and
prosecuted, in the first instance, at Publisher's sole
expense, After deduction of expenses of the Utigati.onr
including reasonable attorney's fees, a sum equal to two-
thirds <2/3) of the balance of any recovery shqll be paid to
Wri ter.
_14. Writer shall look solely to Publisher for any and all
payments aue in c6nnectiori. wi1:h use, reproduction and
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other exploitation of the compo.sition and in connection with
the enforcement of any rights or remedies which Writer may
have hereunder, even if Profile or Protoons suspend their
obligations to account and/or pay +oyalties or other sums to
Publisher. Under no circumstances shall look to
Profile or Protoons for any payments in connection with the
use, reproduction or other exploitation of the composition.
Writer hereby re],eases and dicharges Profile Records Inc.,
Protoons, Inc., Promuse, Inc. and their officers, principais,
heirs, executors, administrators, successors, licensees and
assigns from all actions, suits, debts, dues, SU.ms o money,
accounts, reckqnings, bonds, bills, specialities, covenants,
contracts, controversies agreements, promises, variances,
trespasses, damages, judgments, executions, claims and
demands whatsoever, whether Qr_ .oot reflected in demand
in law, admfral'ty or which against Profile
Records Inc. , Protoons, Inc. , and/or Promuse, Inc. and their
respective heirs, executors, administrators, successors,
licensees and assigns Writer ever had, now has, or hereafter
can, shal1 or may, have for upon, or by reason of any matter,
cause or thing whatsoever from the beginning of the world and
continuing in perpetuity relating to the copyrights and all
other rights in and to the Composition. No breach of this
agreement or modification or termination hereof, by operation
of law .. or otherwise, and no suspension by Profile or Protoons
of their payment or other obligations to Publisher shall in
any way limit, impair or denigrate the rights granted by
Publisher to Protoons Inc. and its administrators,
successors, licensees. and . assigns in and with respect to the
Composition. Wi.thout limitation of the foregoing, in the
event that -Profile or Protoons e1ects to suspend its or their
obligations to Publisher, neither Profile nor Protoons shall
have any obligatior:t to Wr-iter apd no such suspension shall
affect the validity or enforceability of this
15. This is binding upon the respective parties
hereto, and upon Writer's successors in interest, legal
representatives, heirs and assigns, and represents the entire
understanding between the parties and cannot be terminated or
amended except by a writing signed by all of the
hereto. This agreement is entered into in the State of New
York and shall be construed in accordanc.e with the laws of
said state applicable to contracts to be wholly performed
therein. The New York courts (State and Federal>, only,
shall have jurisdiction ovei any regarding this
agreement; any action or other proceeding which inv9lves such
a controversy will be brought in those courts, in New York
County and not elsewhere. In addition to all other rights
and remedies hereunder, it is agreed that the
party in any finally adjudicated court action between the
parties shall be entitled to recover the reasonable
attorney's fees incurred by party in connection
therewi th. If any part of th1 s agreemen.t shall be invalid or
une11forceable it shall not affect the validity of the balance
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of this agreement. This agreement may be executed in one or
more counterparts, each of which s h ~ l l be deemed an original,
but all of which must be exec-uted by Publisher to be
effective and all of which t,ogether shall constitute one and
the same instrument.
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16. All payments and notices hereunder shall be made to
Writer at the address stated below unless otherwise directed
in writing . All such notices shall be in wri t ~ n g and, except
for royalty statements, shall be sent by registered or
certified mail, return receipt requested, and the day of
mailing of any such nocice shall be deemed the date of the
giving thereof.
17. The term "Writer" as used herein shall be deemed to
include all authors and compose.rs sfg'ning this agreement or
counterparts thereof.
IN WITNESS WHEREOF, the
this agreement the day and y
New

ereto have executed
ove written.
.("Publisher")
Freeport,
~
vid Reeves <"Writer")
109-16 21Sth Street
Queens Village, NY 11429

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EXHIBIT A
TRANSFER OF COPYRIGHT
For good and consideration, receipt of which is
hereby acknowledged, the undersigned hereby sells assigns and
transfers to RUSH GROOVEMUSIC and its administrators,
successors, licensees and assigns, for the universe, all
right, ti tie and interest in and to the copyright, ipcluding
renewals thereof, and all exclusive rights comprised inthe
copyright, without limitation, the original musical
composition entitled ''Runs House":
Writer Music Total
Darryl McDaniels 50% 0% 25.0%
Josef?h simmons 50% 35% 42.5%
Jason Mizell 0% 35% 17.5%
David Reeves 0% 30%
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