In relation to the sale of Talent’s content through mJams mobile distribution channel, with this content to be available on mJams music streaming platform in South Pacific and potentially the other markets / jurisdictions listed in Schedule 2 and Schedule 3 of this Agreement (and any additional markets mJams mobile distribution channels expand into as mJams sees fit) in return for the agreed revenue share noted in this Agreement.
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1. Where Talent owns the rights to all information, data and intellectual property (“IP”) provided under the Agreement, Talent represents and warrants that they;
   
   1. are the legal representatives of all information, data and IP; and
   2. has not sold, or in any manner disposed of or encumbered the rightsgranted to mJams by this
   Agreement, and has the right to enter into thisAgreement.
2. Where Talent owns the rights to all information, data and intellectual property (“IP”) provided under the Agreement, Talent represents and warrants that they;
   
   1. are the legal representatives of all information, data and IP; and
   2. has not sold, or in any manner disposed of or encumbered the rightsgranted to mJams by this
   Agreement, and has the right to enter into thisAgreement.
3. Shall deliver each piece of information, data and IP to mJams promptly by wayof the mutually agreed format after the execution and delivery of this Agreement.
4. mJams will notify of any change of the relevant telecom operator’s change in itscarrier cost at any time, within forty-eight (48) hours in writing. Any benefit or burden from such a change will be borne by Talent.

1. Where Talent owns the rights to all information, data and intellectual property (“IP”) provided under the Agreement, Talent represents and warrants that they;
   
   1. are the legal representatives of all information, data and IP; and
   2. has not sold, or in any manner disposed of or encumbered the rightsgranted to mJams by this
   Agreement, and has the right to enter into thisAgreement.
2. Shall deliver each piece of information, data and IP to mJams promptly by wayof the mutually agreed format after the execution and delivery of this Agreement.
3. mJams will notify of any change of the relevant telecom operator’s change in itscarrier cost at any time, within forty-eight (48) hours in writing. Any benefit or burden from such a change will be borne by Talent.

1. For the life of the Agreement and thereafter, all information relative to the following is permanently retained by mJams including but not limited to;
   
   5.1.1 Reporting information on the revenue share provided by mJams to Talent on a monthly basis.
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1. All processes and relevant intellectual property disclosed to Talent by mJams for the life of the Agreement and thereafter, shall remain strictly confidential.

1. mJams will provide Talent with adequate and relevant reporting on a monthly basis. These reports will be used to generate an invoice reconciliation that will be forwarded to Talent, on a monthly basis.

2. Payment will be made to Talent within thirty (90) calendar days of the above noted invoice reconciliation, with Talent entitled to charge a monthly penalty interest rate of one-point five percent (1.5%) regarding any amounts subject to late payment.

3. mJams and Talent will each bear their own taxes with any revenue share being calculated after deducting carrier share and any relevant taxes, as per Schedule 2.

1. mJams has the right to exit this agreement by providing Talent ninety (90) calendar days written notice if Talent has not performed its tasks to a reasonable standard and time. Talent has the right to exit this Agreement by providing mJams with ninety (90) calendar day’s written notice. All amounts due after either party has exited the Agreement shall be settled within fifteen (15) working days after expiry of said ninety (90) calendar day period.

1. The parties may assign their respective rights and obligations of this Agreement, with the assigning party providing notification within fourteen (14) calendar days of assignment in writing.

1. Talent will not attempt to contact directly, canvass or solicit or encourage with operators contracted with mJams, or operators introduced by mJams without the written consent of mJams.

1. Streamplay Pacific engages Talent under the terms set forth herein in connection with Streamplay Pacific’s production of marketing materials and streaming rights for music content under the Agreement (the “Product”), which may include the Talent’s name, likeness, image, voice, music content, appearance and/or performance.

1. Streamplay Pacific’s marketing campaign to promote its products and services will cover digital, social, content, and direct marketing from the beginning of the contract.

1. Talent grants Streamplay Pacific the right to reasonably use their name, likeness, image, voice, appearance and performance as embodied in the Product whether recorded on or transferred to videotape, video files, film, slides, photographs, audiotapes, or other media, solely for the purposes noted in this Agreement.

2. This grant includes without limitation the right to edit, mix, copy or amend the Product in whole or part as Streamplay Pacific may elect. Streamplay Pacific shall have complete ownership of the final Product, including copyright interests, and Talent acknowledges that they have no right, title or interest in the Product and waives all moral rights accordingly.

1. Talent represents and warrants that they will act in the best interests of Streamplay Pacific in connection with the Product. Talent will not do or say anything in public, to any media, on any social media platform that in Streamplay Pacific’s reasonable opinion, may cause damage to Streamplay Pacific’s reputation or otherwise indicate that Talent does not support and approve of Streamplay Pacific or Streamplay Pacific’s products and service and prefer Streamplay Pacific products.

2. and services to those of Streamplay Pacific’s competitors.

3. Talent may only discuss the Products owned by Streamplay Pacific with prior approval and permission from Streamplay Pacific.

1. mJams will make direct deposits into the bank accounts or Western Union provided by Talent or in Cash:

2. mJams will make direct deposits into the bank accounts or Western Union provided by Talent or in Cash.

1. This Agreement constitutes the entire agreement between the parties. Any prior arrangements, agreements, representations or undertakings are superseded. This Agreement may not be changed, altered or modified unless mutually agreed in writing.

1. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Commonwealth of Australia.

1. Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil commotion or industrial dispute. If such delay or failure continues for at least fourteen (14) Tongan days, the party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other

1. Initial Term: Twenty-Four (24) months.

2. Commencement Date: The date of execution of this Agreement.

3. Additional Term: Twenty-Four (24) months.

4. The content provided: Will be as per formats prescribed in Schedule 4.

5. Jurisdictions/distribution channels: Will be as per listed in Schedule 3.

6. Frequency: The content is to be updated continuously and on working days andtimes only

7. The Content Royalties will be calculated on the monthly basis for operator reports. The reports shall contain details of all the content that has been downloaded or subscribed for the month. The revenue share payable to Talent shall be of net revenues meaning; net of carrier costs, any relevant taxes, such as but not limited to VAT, telecommunication taxes, withholding taxes, and other government charges relating to the sale of content, but excluding corporate/company income taxes

8. Marketing: mJams will assist by providing the following; Support on a monthly basis; Promote content service via Telecom Operator USSD string messages where available.

1. The price point for the content shall be mutually agreed between the parties.

2. The revenue share will be as follows:
   2.1 Thirty percent (30%) to Talent for all content revenue generated from direct carrier billing charging method streamed on mJams platform after operator costs
   2.2 Thirty percent (30%) to Talent for all content revenue generated from all other charging methods streamed on mJams platform after operator costs.
   2.3 mJams will provide a monthly breakdown of methods charges, reconciling the content consumed for TALENT reconciliation purposes.