The agreement, in full.

This Agreement is dated, and takes effect on, the day the last of us signs it (the Start Date). It is between:

(1) LAST EPISODE MUSIC GROUP LIMITED, a private company limited by shares registered in England and Wales (company number 17475345) whose registered office is at 28 Queens Grove Road, London, England, E4 7BT ("we", "us" or the Administrator); and

(2) THE SONGWRITER whose legal name, artist name, address and email are set out beneath their signature on the signature page ("you" or the Writer).

1. What the words mean

1.1 Songs means every musical work (music and/or lyrics) you have written or co-written, in whole or in part, under your artist name or any other name, whether released or not, and whether written before the Start Date or during the Term — including your share of any song co-written with others. Any list of songs we give you (including in a Report) is for identification only and is not exhaustive: leaving a song out of a list, or getting a title, ISRC or date wrong, does not take that song out of this Agreement. "Songs" means the compositions, not the sound recordings.

1.2 Term means the period in clause 3, and Collection Period means the eighteen (18) months after the Term ends.

1.3 Income means all money we actually receive from the Songs during the Term and the Collection Period, from any source and any country, after any deductions made at source by societies, sub-publishers or licensees — plus any Found Income received by you or by anyone else on your behalf (clause 5.3). Your writer share of performance income, paid straight to you by your performing-rights society, is not Income and we take no fee on it.

1.4 Found Income means money from the Songs, whether it built up before or during the Term, which we identify as unregistered, unmatched, unclaimed, misallocated or otherwise unpaid and tell you about in a Report, and any money that results from a registration, claim, match request or correction we make.

1.5 Report means any report, schedule, analysis, data or statement we give you about the registration or collection status of the Songs, including the handover schedule in clause 9.3.

2. What you are appointing us to do

2.1 You appoint us as the exclusive administrator of the Songs worldwide for the Term, and we accept.

2.2 We may, on your behalf and in your name or ours as appropriate: (a) register the Songs with performing-rights, mechanical-rights and other collection societies and licensing bodies in every country; (b) correct, complete and maintain those registrations, including linking recordings to songs and sorting out conflicting or wrong claims; (c) claim and collect all money arising from the Songs, including money that built up before the Start Date and is still unpaid; (d) grant non-exclusive licences of the Songs on customary terms, subject to clause 4.3; and (e) appoint sub-publishers, agents and societies to collect in countries where we do not collect directly.

2.3 You will sign any letter of direction, society form or other document we reasonably need to make this Agreement work, within ten (10) business days of our asking — including a direction to your performing-rights society naming us as publisher or administrator of the Songs. A direction like that stays in place during the Term and the Collection Period.

2.4 If you have not signed a document we asked for under clause 2.3 within those ten (10) business days, you authorise us, as your agent and attorney, to complete and sign it in your name — only for the purpose of registering, correcting and collecting the Songs under this Agreement. We will send you a copy of anything we sign for you.

2.5 During the Term you will not, and will not let anyone else: (a) register, re-register, claim, correct or submit match requests for any Song with any society, licensing body, digital service or distributor, other than through us; (b) appoint any other publisher, administrator, distributor publishing add-on or collection agent for any Song; (c) redirect to yourself or anyone else any money we are entitled to collect under this Agreement; or (d) deal with the Songs in a way that would stop us collecting. If a society, licensee or anyone else contacts you about the Songs, you will pass it to us.

2.6 If anything you list in Schedule 2 covers a Song, you will give notice to end it (or to take the Songs out of it) within ten (10) business days of the Start Date and will not renew it.

3. How long it lasts

3.1 The Term starts on the Start Date and runs for twelve (12) months. It then renews automatically for further periods of twelve (12) months, unless either of us gives the other at least ninety (90) days' written notice to end it at the close of the then-current period.

3.2 After the Term we may carry on collecting, for the Collection Period, money arising from use of the Songs during the Term, and we will account to you for it under clause 6.

4. What you keep

4.1 You keep ownership of the copyright in the Songs. Nothing in this Agreement transfers any copyright, or any interest in your sound recordings, name, likeness or distribution arrangements.

4.2 Your writer share of performance income continues to be paid directly to you by your performing-rights society and is unaffected by this Agreement.

4.3 We will not license a Song for an advertisement, a political or religious campaign, or adult content, or allow a change of lyrics or title, without your prior approval (email is fine, and you will not withhold or delay it unreasonably).

5. Our fee

5.1 Our fee is twenty per cent (20%) of Income (the "Fee"). We keep the Fee and pay you the rest under clause 6.

5.2 The Fee comes only out of money we collect. There is no advance, retainer, set-up charge or other fee, and you will never be asked to pay us anything. Society membership and registration fees and our own costs of collection are ours, save that any deduction a society or sub-publisher makes at source is taken into account in Income.

5.3 The Fee is also payable on all Found Income, however and whenever it is paid and whoever collects it, if it is received during the Term, the Collection Period or the three (3) years after the Collection Period ends. This is how we are paid for finding it. If any Found Income is paid to you or to anyone else rather than to us, you will tell us within fourteen (14) days of receiving it and pay us the Fee on it within thirty (30) days, with a note of the source and amount. You will keep records of any such payments and let us inspect them on the same terms as clause 6.2 (with the roles reversed).

5.4 Any sum not paid when due under this Agreement carries interest at four per cent (4%) above the Bank of England base rate from the due date until it is paid.

6. Paying you

6.1 We will account to you quarterly, within forty-five (45) days of the end of each calendar quarter, with a statement showing Income by source and country, the Fee, and the balance due, and we will pay the balance with the statement to the bank account you nominate.

6.2 You (or an accountant you appoint) may inspect our books and records relating to the Songs once in any twelve-month period, on thirty (30) days' notice, during business hours. The inspection is at your cost unless it shows we underpaid you by more than ten per cent (10%) for the period examined, in which case we will pay its reasonable cost and the shortfall with interest at 4% above the Bank of England base rate.

6.3 We will hold money collected for you in a designated client account until it is paid to you.

7. Your promises

7.1 You promise that: (a) you own, or control the share you tell us of, the copyright in each Song and have the right to enter into this Agreement; (b) the co-writers and shares you give us (in Schedule 1 or later) are complete and accurate, and you will tell us promptly of any change; (c) you have not given anyone else administration, publishing or collection rights in the Songs that are still in force, except as set out in Schedule 2; and (d) as far as you know, the Songs do not infringe anyone else's rights.

7.2 Each of us will compensate the other for losses caused by our own breach of this Agreement, provided the other gives prompt notice of any claim and reasonable help in dealing with it.

7.3 The Reports and our methods, tools and know-how are confidential to us. You may use the Reports only to check our accounting and to understand the status of the Songs. During the Term and for three (3) years after the Collection Period ends, you will not use any Report or the information in it (or let anyone else use it) to register, claim or collect Found Income other than through us, or get anyone else to do so, without paying the Fee under clause 5.3. You will not share a Report with anyone other than your professional advisers, who must keep it confidential too.

8. Our promises

8.1 We will: (a) register, or correct the registration of, every Song we know about with the relevant societies within sixty (60) days of the Start Date, and every Song we later identify or you later release within thirty (30) days of identifying it or being told about it; (b) pursue every historical claim we identify; (c) give you a Report on the registration and claim status of every Song within ninety (90) days of the Start Date, and then with each quarterly statement; (d) keep you informed, on request, about registrations and claims; and (e) act in good faith and with reasonable skill and care.

8.2 If we have not done what clause 8.1(a) requires within ninety (90) days of the Start Date, you may end this Agreement by giving us thirty (30) days' written notice at any time before we have done it.

9. Ending the Agreement

9.1 Either of us may end this Agreement by written notice if the other commits a material breach and, where it can be put right, fails to put it right within thirty (30) days of being asked in writing.

9.2 Apart from clauses 3.1, 8.2 and 9.1, neither of us may end this Agreement early. Ending it for any reason does not affect: (a) rights either of us has already built up; (b) our right to collect during the Collection Period; (c) the Fee on Found Income under clause 5.3; or (d) clauses 5.3, 5.4, 6, 7.2, 7.3, 9.3 and 10, which carry on.

9.3 When the Term (and, where it applies, the Collection Period) ends, we will stop collecting, give you a final statement and payment, give you a complete schedule of the registrations and identifiers (including ISWCs and society work numbers), and sign anything reasonably needed to hand the administration of the Songs to you or whoever you choose.

10. General

10.1 This Agreement is the whole agreement between us about its subject matter. It can only be changed in writing signed by both of us.

10.2 Neither of us may transfer this Agreement without the other's written consent, except that we may transfer it to a successor to our business on notice to you. It binds and benefits each of our successors, heirs and permitted assigns. If you sell or transfer any interest in any Song during the Term, you will make sure the buyer takes it subject to this Agreement and agrees in writing to be bound by it; until they do, you remain responsible for the Fee.

10.3 First refusal. If during the Term or the Collection Period you want to sell or transfer any interest in any Song, in your catalogue of songs, or in your sound recordings of the Songs (together, "Catalogue Rights"), or you receive an offer for them you are minded to accept, you will first tell us in writing what is for sale, the price and the other material terms (the "Offer Notice"). We then have thirty (30) days to tell you in writing that we will buy on those terms, in which case we complete within sixty (60) days (or longer if a third-party consent is needed). If we decline or do not reply within the thirty (30) days, you may sell to someone else within the next ninety (90) days, but only at a price and on terms no better for the buyer than those in the Offer Notice, and subject to clause 10.2. A sale outside that window, or on better terms, must be offered to us again under this clause. You will not structure a deal so as to get around this clause.

10.4 We will each act in good faith towards the other. You confirm that clauses 2.5, 5.3, 7.3 and 10.3 are reasonable, go no further than is needed to protect the work we do in identifying and recovering your income, and are given in return for us doing that work at our own cost with no charge to you other than the Fee.

10.5 Notices may be given by email to the addresses set out beneath our signatures, or any replacement address notified in writing.

10.6 This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Each of us confirms we have had the chance to take independent legal advice before signing.

Signing

The agreement is signed electronically through Docusign. You sign first (signature and artist name; address and the optional schedules — co-written songs and shares, any existing arrangements, your society and IPI details — can be left blank), Last Episode countersigns, and Docusign emails the completed copy to both of us.