MASTER USE LICENSE

This "Agreement" entered into as of Saturday, 19 May 2012 between, Head Chemists. ("Licensee") located at: PO Box 2561 Kealakekua, HI 96750 and Student ("Licensor") The parties hereby agree as follows:
1) Musical Recording
The musical recording ("Recording") and the sole use of said musical Recording, covered by this license is:
Title: Any Head Chemists song from www.headchemists.com
Licensor: Head Chemists

2) License:
a) Licensee grants to Licensor the non-exclusive right and license to perform publicly, for non-profit, and to authorize others so to perform the Recording for perpetuity in any media now known or hereinafter devised.
b) Licensor agrees not to manufacture or distribute sound recordings (including soundtrack albums, promotional CD’s or any and all methods of sound recording).

3) Term
The term of this Agreement shall commence upon execution of the Agreement and shall remain in full force and effect for the duration of all copyrights in the Recording.

4) Compensation
a) Licensee offers the recording for a gratis basis in good faith, Licensor will not breach any part of this agreement.

5) Rights
a) Licensee owns 100% of the rights for the Recording. Licensor agrees to specify Licensee as 100% writer and performer.
b) Licensor shall have no right or authority (1) to make any change in the original lyrics or in the fundamental character of the music of the Recording; or (2) to make any other use of the Recording not expressly authorized herein.

6) Relationship of Parties
The parties hereto are entering into this Agreement independently and no partnership or joint venture or other association shall be deemed created by this Agreement.

7) Representations and Warranties
a) Licensee hereby warrants and represents that it will not violate any law, regulation or contractual obligation by entering into this Agreement, and that it is free to enter into this Agreement, is not subject to any obligation or disability and has not made or will not make any grant or assignment which can, will or reasonably might prevent or materially interfere with the full performance of his/her exclusive obligations hereunder.
b) Licensee warrants and represents that all Recordings written or composed by Licensee hereunder shall be 100% owned by Licensee. Licensee further warrants and represents that to the best of Licensee’s knowledge after diligent investigation, such Recording(s), and Licensor’s use thereof, shall not infringe upon or violate the right of privacy of, or constitute a libel or slander against, or violate any common law rights or any other rights of any person or entity.

8) Remedies
a) The Recording to be furnished and the rights herein granted to Licensor are of a unique character of such value that the loss of the Recording could adequately be compensated in damages in a court of law. b) The sole right of Licensee as to any breach or alleged breach by Licensor shall be the recovery of money damages, and the rights herein granted by Licensee shall terminate by reason of such breach or alleged breach. Licensee shall have the right to terminate this Agreement and the use of the Recording if, Licensor has engaged in any of the following conduct a) fraud, misappropriation or embezzlement of funds; b) willful disregard of instructions, applicable company policies, regulations or procedures of which Licensee was or should have been aware; or c) gross misconduct. Termination under this provision shall be effective immediately upon receipt of notice by Licensee.

9) Default
a) If Licensor refuses or neglects to perform any of Licensee’s obligations hereunder to the best of his ability, for any reason other than incapacity, Licensor shall be in "default" of this Agreement. If Licensor refuses or states that Licensor will refuse to comply with any of his obligations hereunder, such refusal or statement may be treated by Licensee as an immediate default.

10) No Authority to Bind
Licensee has no authority to bind Licensor in any third party agreements or any other agreements unless a prior agreement has been made with Licensor in writing.

11) Additional Provisions
a) Voluntary Agreement: Licensor represents and warrants that it has entered into this Agreement freely and voluntarily without any duress, coercion or undue influence.
b) Choice of Law and Submission to Jurisdiction: This Agreement shall be governed by applicable federal law and by the laws of Hawaii. Licensee and Licensor hereby submit and consent to the jurisdiction of the state and federal courts located in Hawaii and stipulate that such courts are convenient for the resolution of any disputes relating to this Agreement or the formation, interpretation or breach hereof.
d) Notices: Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or seven (7) days after being sent by first-class registered or certified mail, return receipt requested, to the party for which intended at its or his or her address set forth in this Agreement or to such other address as either party may hereafter specify by similar notice to the other. If the date for the exercise of an option or a date on which a notice must be received falls on a weekend or a legal holiday, the date shall be deemed extended through the close of the next business day thereafter.
e) Ambiguities: This Agreement shall be deemed to have been drafted by all the parties hereto, since all parties had the opportunity to review and agree thereto and no ambiguity shall be resolved against any party by virtue of its participation in drafting of this Agreement.
f) Attorneys or Agents Fees: The fees, expenses and commissions of any attorney, accountant, agent or manager employed, retained or consulted by Licensee shall be borne solely by Licensee.
g) Agreement Copies: This Agreement may be manufactured, or executed in as many copies or counterparts and are all one in the same Agreement and are executed.

12) Entire Agreement
a) This Agreement cancels and supersedes all prior negotiations and understandings between Licensee, and Licensor relating hereto.
b) Should any provision of this agreement be invalidated for any reason, such invalidation shall have no effect on the remainder of the Agreement and the Agreement shall remain in full force and effect.

13) Agreement must be Signed
This Agreement is not valid or binding unless and until digitally signed by Licensor. No amendment, modification, extension, release, discharge or waiver of this Agreement, or of any provision hereof, shall be valid or binding unless in writing signed, in the case of Licensee, or in the case of Licensor. No oral agreement shall be binding on Licensor unless and until reduced to writing and signed by Licensee.

14) Commencement of Agreement This Agreement shall commence upon the date of execution, and all parties intend to be bound throughout the Term of the Agreement.
Signed:___________________ Date:___________________

Signed:___________________ Date:___________________