Contract analysis

1. DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: 1.1 "Action" means the lawsuit captioned Fonseca et al. v. Crescendo Digital Media, Inc., Case No. 2:23-cv-02841-RGK-PLA, pending in the United States District Court for the Central District of California, assigned to the Honorable R. Gary Klausner (District Judge) and the Honorable Patricia L. Alvarez (Magistrate J

2. SETTLEMENT PAYMENT 2.1 Amount. In full and complete settlement of all Claims arising during the Release Period, Defendant shall pay Plaintiffs and their counsel a total Settlement Amount of One Million Six Hundred Twenty Thousand Dollars ($1,620,000.00), allocated as follows: (a) FDL Payment. Seven Hundred Twelve Thousand Five Hundred Dollars ($712,500.00) payable to Flor de Luna Publishing, LLC (EIN: 82-4193507)

3. PROSPECTIVE LICENSE 3.1 Grant of License. Effective upon Defendant's payment and Plaintiffs' receipt of the First Installment in accordance with Section 2.2(a), Plaintiffs hereby grant to Defendant a non-exclusive, non-transferable, non-sublicensable (except as expressly provided in Section 3.6) license (the "Prospective License") to reproduce, distribute, publicly perform by means of digital audio transmission, a

4. AUDIT RIGHTS 4.1 Annual Audit. Once per calendar year during the License Term and for a period of one (1) year following the expiration or termination of the License Term, Plaintiffs (acting through Thornfield Music Administration, Inc. or another independent certified public accountant or auditor designated by Plaintiffs in writing) shall have the right to audit and examine Defendant's books, records, accounts, d

5. MUTUAL RELEASE 5.1 Release by Plaintiffs. Effective upon receipt of the First Installment, Plaintiffs — including Marguerite D. Fonseca, individually, Flor de Luna Publishing, LLC, and Mariposa Sound Recordings, LLC — on behalf of themselves and their respective heirs, executors, administrators, successors, assigns, agents, attorneys, and representatives, hereby fully, finally, and forever release, acquit, and dis

6. DISMISSAL 6.1 Stipulation of Dismissal. Within five (5) business days of the full execution of this Agreement by all Parties, the Parties shall jointly file a Stipulation of Dismissal with Prejudice of the Action in the United States District Court for the Central District of California, substantially in the form attached hereto as Exhibit 1, pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii). The Stipula

7. CONFIDENTIALITY 7.1 Confidential Terms. The Parties agree that the existence and terms of this Agreement, including, without limitation, all financial terms, settlement payment amounts, payment schedules, royalty rates, the MAG, the existence and terms of the Prospective License, and the specific terms of the mutual release, are confidential and proprietary and shall not be disclosed to any third party, except as

8. REPRESENTATIONS AND WARRANTIES 8.1 Authority. Each Party represents and warrants to the other Parties that it has full power, legal capacity, and authority to enter into this Agreement and to perform all of its obligations hereunder, and that the person executing this Agreement on its behalf is duly authorized to do so. (a) Fonseca represents and warrants that she is the sole member and manager of both FDL Publish

9. INDEMNIFICATION 9.1 Indemnification by Plaintiffs. Plaintiffs shall indemnify, defend, and hold harmless Defendant and its officers, directors, employees, agents, shareholders, affiliates, successors, and assigns from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and court costs) arising out of or resulting from any third-party claim, demand, action

10. GENERAL PROVISIONS 10.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without giving effect to any choice-of-law or conflicts-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. 10.2 Dispute Resolution. Any dispute, claim, or controversy arising out of, relating to, or in connec

1. All claims, counterclaims, cross-claims, and affirmative defenses asserted by any Party in the above-captioned Action are hereby dismissed with prejudice.

2. Each Party shall bear its own costs and attorney's fees incurred in this Action, except as otherwise provided in the Settlement Agreement and Mutual Release executed by the Parties as of August 14, 2023 (the "Agreement").

3. The Court shall retain jurisdiction to enforce the terms of the Agreement, pursuant to Kokkonen v. Ridgeline Mutual Insurance, 511 U.S. 375 (1994), and the Parties' express request that the Court incorporate the Agreement's enforcement terms into this Stipulation and the Court's order by reference. In the event of any breach of the Agreement, any Party may apply to this Court for appropriate relief, including spec