Legal Agreements

Notice: By executing this Agreement, the Receiving Party acknowledges that musicnurds serves as exclusive introducing and advising party in connection with any Opportunity disclosed hereunder, and agrees to be bound by all terms herein prior to receiving any Confidential Information, including the identity of the Target.

PartiesIdentifying the Parties

Disclosing / Introducing Party

musicnurds, a music industry solutions company ("musicnurds" or "Introducing Party"), acting as the duly authorized exclusive representative in connection with the Opportunity described herein.

Receiving Party

The individual or entity executing this Agreement, together with its parent companies, subsidiaries, affiliates, officers, employees, agents, advisors, and representatives (collectively, "Receiving Party").

RecitalsBackground & Purpose

WHEREAS, musicnurds is engaged in the business of music industry advisory, transactions, and introductions, including representation of companies and rights holders in connection with acquisitions, platform sales, publishing transactions, and strategic partnerships;

WHEREAS, musicnurds holds an engagement to represent a certain music industry company (the "Target") in connection with the potential sale of the Target's entire platform, business assets, and related interests (the "Opportunity");

WHEREAS, as a condition of receiving any information regarding the Opportunity — including the identity of the Target — the Receiving Party agrees to be bound by the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Section 1Confidentiality and Non-Disclosure

(a) Definition

All information disclosed by musicnurds — including the identity of the Target, financial data, operational details, and any other non-public information — shall constitute "Confidential Information."

(b) Obligation

The Receiving Party shall hold all Confidential Information in strict confidence and use it solely to evaluate the Opportunity in good faith through musicnurds.

No Confidential Information shall be disclosed to any third party without prior written consent of musicnurds, except to advisors bound by equivalent obligations.

(d) Duration

Confidentiality obligations survive termination for five (5) years.

Section 2Non-Circumvention

(a) Direct Contact Prohibited

The Receiving Party shall not, directly or indirectly, contact, solicit, negotiate with, or enter into any transaction with the Target or its affiliated parties without the prior written consent of musicnurds.

(b) Scope

This prohibition applies to any transaction involving the Target, including acquisitions, licensing, joint ventures, publishing deals, or any commercial relationship introduced through this engagement.

The Receiving Party shall not use any information provided by musicnurds to engage the Target through any alternate channel, intermediary, or affiliated party.

(d) Term

Non-circumvention obligations remain in force for twenty-four (24) months from the effective date.

Section 3Exclusive Representative Status

(a) Acknowledgment

musicnurds is the exclusive authorized representative of the Target for this Opportunity. Any transaction involving the Target consummated during the term or tail period shall be deemed introduced by musicnurds, regardless of channel.

(b) Non-Exclusion

The Receiving Party shall not take any action designed to exclude, minimize, or eliminate musicnurds' role in any related transaction.

Section 4Fee Protection and Tail Period

(a) Fee Entitlement

If the Receiving Party or any affiliate enters into a transaction with the Target during or after the term, musicnurds is entitled to its full negotiated fee as if it had remained the advising party throughout.

(b) Tail Period

Fee protection applies for twenty-four (24) months following the effective date, covering any transaction made possible through information provided by musicnurds.

Any attempt to circumvent musicnurds' fee entitlement constitutes a material breach and entitles musicnurds to all available remedies.

Section 5Remedies for Breach

In the event of breach, musicnurds is entitled to: (i) injunctive relief without posting bond; (ii) damages equal to the full fee musicnurds would have earned; (iii) recovery of all legal fees and enforcement costs; and (iv) any other remedy available under applicable law. All remedies are cumulative.

Section 6Permitted Use and Purpose

Confidential Information is provided solely to evaluate the Opportunity through musicnurds. No license, ownership interest, or right of any kind is transferred to the Receiving Party.

Section 7No Obligation to Transact

Nothing herein obligates either party to proceed with any transaction. Either party may terminate discussions at any time; non-circumvention and confidentiality obligations survive.

Section 8Governing Law

Governed by the laws of the State of New York. Disputes resolved by binding arbitration under AAA rules in New York, NY, except either party may seek emergency injunctive relief in court.

Section 9Entire Agreement

This Agreement constitutes the entire agreement between the parties on its subject matter. Amendments require a written instrument signed by both parties.

Section 10Counterparts and Electronic Signatures

This Agreement may be executed in counterparts. Electronic and digital signatures are valid and binding to the same extent as original ink signatures.

Agreed and Accepted

musicnurds — Introducing Party

Signature

Printed Name

Title

Date

Receiving Party

Signature

Printed Name

Title / Company

Date

Non-Exclusive Agreement: This agreement grants musicnurds the right to shop your Opportunity to prospective buyers on your behalf. The grant is non-exclusive — except that all parties contacted by musicnurds are subject to exclusivity and fee protections under Sections 4 and 5.

PartiesIdentifying the Parties

Client / Partner

________________________________ ("Client"), the owner or authorized representative of the Opportunity described herein.

Shopping Agent

musicnurds, a music industry solutions company ("musicnurds" or "Agent"), authorized herein to shop the Opportunity on Client's behalf.

Section 1Grant of Shopping Rights

Grant

Client hereby grants musicnurds the right to present, shop, and negotiate interest in the Opportunity to prospective buyers, licensees, investors, or strategic partners ("Prospects") on Client's behalf.

Non-Exclusive Carve-Out

This grant is NON-EXCLUSIVE — Client retains the right to engage other representatives and shop the Opportunity independently — EXCEPT that any Prospect directly contacted, introduced, or engaged by musicnurds (a "Contacted Party") shall be subject to the exclusivity and fee protections in Sections 4 and 5.

Section 2The Opportunity

"Opportunity" means the asset, property, transaction, or business interest described as follows:

Client represents and warrants that it has the full legal right and authority to authorize the shopping of the Opportunity.

Section 3Term

This Agreement commences on the Effective Date and remains in effect for ______ months, unless earlier terminated by either party upon fourteen (14) days' written notice. Sections 4, 5, and 6 survive termination.

Section 4Exclusivity as to Contacted Parties

Tail Period Exclusivity

With respect to any Contacted Party introduced or engaged by musicnurds during the Term or within twenty-four (24) months following the Term, musicnurds shall be deemed the exclusive originating agent for any transaction involving that Contacted Party and the Opportunity.

No Direct Dealing

Client shall not negotiate, transact, or enter into any agreement with a Contacted Party directly or through any other representative without the prior written consent of musicnurds.

Section 5Compensation

Fee

In the event any transaction is consummated with a Contacted Party — whether during the Term or within the Tail Period, and regardless of channel — musicnurds shall be entitled to a fee of ten percent (10%) of the gross transaction value, or as otherwise mutually agreed in writing prior to closing.

No Fee for Independent Deals

No fee shall be owed to musicnurds for transactions closed by Client independently with parties never introduced or engaged by musicnurds.

Client retains full ownership of and all rights in the Opportunity at all times. Nothing herein transfers, assigns, or encumbers Client's intellectual property, ownership interests, or legal rights. musicnurds is authorized solely to present and shop the Opportunity — not to bind Client to any agreement or commit Client to any terms without Client's express written approval.

Section 7Confidentiality

Each party agrees to keep the existence and terms of this Agreement confidential. musicnurds shall present the Opportunity only to Prospects under appropriate non-disclosure protections and shall not disclose Client's identity or proprietary information without Client's prior written consent.

Section 8No Guarantee of Result

musicnurds makes no representation or warranty that the shopping of the Opportunity will result in any transaction, offer, or outcome. musicnurds' obligation is to use commercially reasonable efforts to present the Opportunity to qualified Prospects.

Section 9Governing Law

Governed by the laws of the State of New York. Disputes resolved by binding arbitration under AAA rules in New York, NY.

Section 10Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the shopping of the Opportunity. Amendments must be in writing and signed by both parties. Electronic signatures are valid and binding.

Agreed and Accepted

musicnurds — Shopping Agent

Signature

Printed Name

Title

Date

Client / Partner

Signature

Printed Name

Company / Title

Date

Restricted Access

musicnurds — Introducing Party

Receiving Party

musicnurds — Shopping Agent

Client / Partner