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NON EXCLUSIVE LICENSE

DFRNT Music LLC – NON-EXCLUSIVE LICENSE AGREEMENT (50/50 SPLIT)

Effective Date: {payment_date}

This Non-Exclusive License Agreement (the “Agreement”) is entered into as of the Effective Date by and between Julian Council p/k/a EPIK THE DAWN, an individual doing business as DFRNT Music LLC (“Producer” or “Licensor”), and

residing at (“Licensee”),

collectively referred to as the “Parties.”

1. Grant of License

Subject to full payment of the License Fee defined below, Licensor hereby grants to Licensee a limited, non-exclusive, worldwide, non-transferable license to use the instrumental composition entitled
(the “Beat”) for the sole purpose of creating one (1) derivative sound recording (the “New Song”).

Licensee may edit or adapt the Beat (tempo, arrangement, pitch, etc.) solely for incorporation into the New Song. All rights not expressly granted remain the exclusive property of Licensor.

2. License Fee

Licensee shall pay Licensor the sum of (the “License Fee”) on or before the Effective Date.
No rights are conferred until the License Fee has been received in full and cleared.

3. Delivery of Beat

Licensor shall deliver the Beat to Licensee in high-quality MP3, WAV, or tracked-out format via electronic mail to the address supplied by Licensee.

4. Term of Agreement

This Agreement shall remain in effect for ten (10) years from the Effective Date, unless earlier terminated in accordance with Section 13 below.

5. Permitted Uses

During the Term, Licensee may:

Reproduce, distribute, and publicly perform the New Song worldwide without numerical limit.
Monetize streams on digital platforms (Spotify, Apple Music, etc.).
Synchronize the New Song in one (1) monetized music video.
Manufacture and sell unlimited digital or physical copies.
Perform the New Song publicly at live events, radio, or broadcast.

6. Restrictions

Licensee shall not:

a. Transfer, assign, sublicense, or resell the Beat in its original form.
b. Register or attempt to register the Beat or New Song with YouTube Content ID, Facebook Rights Manager, Instagram Content ID, TikTok, or any comparable service.
c. Use the Beat or New Song for AI training, machine learning, or voice-cloning purposes.
d. Use the Beat in more than one (1) New Song or beyond the scope expressly granted herein.

Any prohibited use constitutes a material breach and voids this license.

7. Ownership and Royalty Splits

The Parties agree that all intellectual-property rights in the Beat and New Song shall be shared as follows:

Category	Producer (EPIK THE DAWN)	Licensee (Artist)
Writer Share (BMI/ASCAP)	50 %	50 %
Publisher Share (Mechanical & Admin)	50 % – The Council Productions (ASCAP)	50 % – Licensee publisher or administrator of choice
Master Recording Revenue (DSPs/DistroKid)	50 %	50 %
SoundExchange (Digital Performance)	50 %	50 %

Each Party shall independently register its respective 50 % writer and publisher shares with its performing-rights organization or administrator and shall provide split information to [email protected] for proper documentation.

Licensor retains ownership of the original Beat sound recording; Licensee owns the recorded vocal performance.

8. Credit

Licensee shall display the credit “Produced by EPIK THE DAWN” on all metadata, artwork, liner notes, and visual content associated with the New Song.

9. AI and Machine-Learning Restriction

Neither Party may use the Beat or New Song to train artificial-intelligence or generative-music systems without prior written consent of the other Party.
Violation shall constitute immediate and incurable breach, entitling the non-breaching Party to damages and injunctive relief.

10. Content-ID Clarification

Distribution of the New Song to digital service providers is permitted; however, neither Party may register Content ID ownership that restricts the other Party’s lawful use.

11. Representations and Warranties

Each Party represents that it has full right and authority to enter into this Agreement and that its execution will not violate any existing obligations to third parties.
The Beat is provided “as is” without warranty of merchantability or fitness for a particular purpose.

12. Indemnification

Each Party agrees to indemnify, defend, and hold harmless the other Party from and against any third-party claims, liabilities, or expenses arising out of its own acts or omissions under this Agreement.

13. Termination

This Agreement may be terminated by mutual written consent or by either Party upon material breach by the other Party.
Unauthorized AI use, Content ID registration, or resale of the Beat shall result in automatic termination and forfeiture of rights.
Upon termination, all rights revert to the Licensor, and any revenues derived from unauthorized use shall be disgorged to the non-breaching Party.

14. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA, without regard to conflict-of-laws principles.
Venue for any dispute shall lie exclusively in Clark County, Nevada.

15. Entire Agreement

This document constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements or communications, written or oral.
No modification shall be effective unless executed in writing by both Parties.

16. Acceptance and Electronic Signature

By submitting payment and electronically signing below, the Parties acknowledge that they have read, understood, and agreed to be bound by all terms herein.
Electronic signatures obtained via WP E-Signature are deemed valid and enforceable under applicable U.S. electronic-signature laws (ESIGN Act & UETA).

Licensor: Julian T Council (p/k/a EPIK THE DAWN)
DFRNT Music LLC • The Council Productions (ASCAP)
Publisher IPI: 633287640 Writer IPI: 509136465

Licensee: [esigsignature name="licensee-signature" label="Licensee Signature" required="1"]
Date Signed: {payment_date}

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Signed by Julian Council
Signed On: October 16, 2025

Timestamp

Audit

January 1, 2022 4:15 pm EST

NON EXCLUSIVE LICENSE Uploaded by Julian Council - [email protected] IP 2601:c2:781:9d30:45f5:38b3:8bc1:4f9f