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TERMS AND AGREEMENTS

Now, therefore, “Consultant” and “Company” agree as follows

I AGREE...Music played on Rising Star Underground Radio LLC is played royalty free. Artists or copyright owners gives Rising Star Underground Radio LLC direct license authority and all permissions to not pay any royalty for any sound recordings or music works, lyrics or any copyrighted content.

ENGAGEMENT

I AGREE - “Company” hereby engages “Consultant”, and “Consultant” accepts engagement, to provide to “Company” the following services

TERM, PLACE OF WORK, TIME

I AGREE - “Consultant” shall provide services to “Company” pursuant to this “Agreement” for a term commencing on the “Effective Date” and ending 1 calendar year. The “Agreement” mutually renews unless notice to not renew is received or “Agreement” is terminated.

I AGREE - “Consultant” shall render services primarily at “Consultant’s” home or offices.

I AGREE - “Consultant's” daily schedule and hours worked under this “Agreement” on a given day shall generally be subject to “Consultant's” discretion. “Company” relies upon “Consultant” to devote sufficient time as is reasonably necessary to fulfill the spirit and purpose of this “Agreement”.

PAYMENTS

I AGREE - “Company” shall pay “Consultant” for services performed pursuant to this “Agreement”. Payment shall be made as per Exhibit A. “Consultant” shall bear all of “Consultant's” expenses incurred in the performance of this “Agreement”.

COVENANT TO NOT DIRECTLY COMPETE

I AGREE - “Consultant” covenants and agrees that for a period of twelve (12) months following the termination of his “Agreement” with “Company”, regardless of the reason for such termination, “Consultant” will not, directly or indirectly, individually or as a partner, Consultant, shareholder, member, officer, director, manager, entity or advisor, render or perform a&r or talent scout services, duties or functions online or off-line for another internet radio station. “Consultant” acknowledges that in the course of his “Agreement”, he will learn about the “Company’s” business, services and products. the manner in which the foregoing are developed, marketed, serviced and provided; and that “Consultant” will be possessed of business and operating methods and trade secrets of “Company”, the use and disclosure of which would be prejudicial to the interest of “Company”. “Consultant” agrees that the restrictions contained in this paragraph are necessary to protect the legitimate business interests of “Company” and are reasonable in all respects, and is a material part of the consideration passing to “Company” pursuant to this “Agreement”.

CONFIDENTIALITY

I AGREE - For purposes of this “Agreement”, the term “Confidential Information” shall mean the following: methods; business practices; “Company’s’ scripts and presentations, marketing and sales information; “Company’s’ customer lists and customer files including but not limited to, information relating to specific needs of each customer; lists of clients and clients files including; “Company’s’ communication systems, computer systems and equipment, computer files, system designs and related documentation; “Company’s’ correspondence with customers and others; “Company’s’ ideas, sales materials, promotional materials, trademarks, interoffice memoranda and all other know-how, trade secrets and property of value to “Company” and generally not known to the public, whether such Confidential Information was created by “Consultant” or others. Confidential Information shall not include any such data or information that has been voluntarily disclosed to the public by “Company” (except where such public disclosure has been made by “Consultant” or other individuals without authorization), or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

I AGREE - “Consultant” agrees that he will not during the term of his “Agreement” with “Company” or at any time thereafter, without the prior written consent of “Company”, make or cause to be made, either on his own behalf or on behalf of others, any use of the Confidential Information, other than in the proper performance of his duties for “Company”, and will keep all Confidential Information confidential and will not disclose to any person such Confidential Information without the express written consent of “Company”.

ENFORCEMENT

I AGREE - Each party to this “Agreement” acknowledges that they have participated in the negotiation of this “Agreement”, and that no provision of this “Agreement” shall be construed against or interpreted to the disadvantage of any party hereto by any court or any government or judicial authority by reason of such person having been deemed to have structured, dictated or drafted such provision. “Consultant” agrees that a breach of the provisions of this “Agreement” may cause irreparable harm to “Company” and that “Company’s” monetary damages at law would be inadequate. Accordingly, “Consultant” agrees that “Company” shall be entitled to injunctive relief from any court of competent jurisdiction and enjoining “Consultant” from the continued or threatened violation of the provisions of this “Agreement”. Nothing contained herein shall prohibit “Company” from obtaining any and all monetary damages that “Company” might suffer by reason of “Consultant’s” breach of any other paragraph of this “Agreement”. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this “Agreement”, the prevailing party will be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set the attorneys’ fees in the same action or in a separate action brought for that purpose.

TERMINATION

I AGREE - Either party may terminate this “Agreement” at any time by giving the other party notice. Upon the termination of this “Agreement”, “Company” shall have no further obligation to “Consultant” with respect to this “Agreement”, except for compensation accrued under this “Agreement” and unpaid at the date of such termination.

INDEPENDENT CONTRACTOR

I AGREE - “Consultant” is and throughout this “Agreement” shall be an independent contractor and not an Employee, partner or agent of “Company”. “Consultant” shall not be entitled to nor receive any benefit normally provided to “Company's” Employee’s such as, but not limited to, vacation payment, retirement, health care or sick pay. “Company” shall not be responsible for withholding income or other taxes from the payments made to “Consultant”. “Consultant” shall be solely responsible for filing all returns and paying any income, social security or other tax levied upon or determined with respect to the payments made to “Consultant” pursuant to this “Agreement”.

TOOLS AND SUPPLIES

I AGREE - Unless otherwise agreed to by “Company” in advance, “Consultant” shall be solely responsible for procuring, paying for and maintaining any computer equipment, software, paper, tools or supplies necessary or appropriate for the performance of “Consultant's” services hereunder.

CONTROLLING LAW, FINAL AGREEMENT, SEVERABILITY

I AGREE - This “Agreement” shall be governed by and construed in accordance with the laws of the State of Georgia.

I AGREE - This “Agreement” constitutes the final understanding and “Agreement” between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and “Agreement’s” between the parties, whether written or oral. This “Agreement” may be amended, supplemented or changed only by an “Agreement” in writing signed by both of the parties.

I AGREE - If any term of this “Agreement” is held by a court of competent jurisdiction to be invalid or unenforceable, then this “Agreement”, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

EXHIBIT A - TALENT SCOUT COMPENSATION

I AGREE - MUSIC SUBMISSIONS

AGREE - COMMISSIONS EARNED

I AGREE - COMPENSATION

AGREE - PAYROLL PROCEDURES

I Have Full Authority And Hereby Agree And Authorize By Typing My Name

PLEASE COMPLETE THE TALENT SCOUT EMPLOYMENT AGREEMENT BELOW AND SUBMIT TO GET STARTED. YOU MUST COMPLETE ALL AREAS WITH AN ASTERISK * AND CHECK THE "I AGREE" BOXES" OR THE FORM WILL NOT SUBMIT.

TERMS AND AGREEMENTS

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