"Scene and Heard" Songwriters Contest Agreement

I represent, acknowledge and agree as follows, for valuable consideration which I acknowledge:

1. I represent that I am not an employee or officer of Indie Heaven or Paulist Productions, Inc. (“Paulist”) I further represent that the song, whose title I have indicated below, (the “Song”) on the recording I am hereby submitting to Indie Heaven (the “Recording”) for the songwriting contest (the “Contest”) in connection with the webseries created by Paulist, “Tyler’s Ride” (the “Series”) has been wholly written by me, and that I own all rights, title and interests, including copyright, throughout the universe and in perpetuity, to the Song and Recording. Accordingly, I represent that no consent by any third party is required to enter into this Release or grant any or all of the rights herein. I will indemnify and hold harmless Indie Heaven and Paulist against any liability, damages and costs (including reasonable attorney’s fees) based on any claim by a third party which contradicts any of my representations or agreements herein.

2. In the event that the Song is selected by the judges as one of the top 3 songs in the Contest: (a) I will complete the information in the blanks below, sign this Release, and send you the original of the signed Release; and (b) I hereby agree that Indie Heaven and its assignee may (but will not be obligated to) transmit, distribute, promote and otherwise exploit, in whole or in part, the Song which has been selected (the “Selected Song”) and/or the Recording thereof in or in connection with the Series exclusively, in whole or in part, in any and all media (such as but not limited to the Internet) and devices, now or hereafter known or devised, throughout the universe and in perpetuity. Also, I agree that Indie Heaven and its assignee may use my name and, subject to my prior, reasonable approval, my likeness and biographical information in connection with the foregoing. Notwithstanding the foregoing, if I am affiliated with any performing rights society (such as ASCAP, BMI or SESAC), as I have indicated below, I represent that the public performance rights in and to the Selected Song are available for licensing by such performing rights society. If Indie Heaven or its assignee does not, however, have a “blanket license” arrangement with the applicable performing right society, I hereby grant the public performing rights in and to the Selected Song to Indie Heaven or such assignee, as applicable, on a gratis basis. I understand that if any Song is not selected by the judges as one of the top 3 songs in the Contest, all rights to the rejected Song and Recording thereof will automatically revert to me upon conclusion of the Contest.

3. I understand that if a Song is selected by the judges as one of the top 3 songs in the Contest, an appropriate award selected by Indie Heaven or its designee will be provided to me for such Song in accordance with the rules of the Contest. I acknowledge and agree that I will not be entitled to any additional consideration for the Selected Song or Recording thereof, or to any consideration whatsoever for a rejected Song or Recording thereof in the Contest.

4. I acknowledge and agree that any recording or other material submitted by me will not be returned to me, whether or not the Song is selected in the Contest.