Pt2 : Partnerships With #MMAPGX (PRINT OUT)

(a)

deducted from the amount of any monies that the Partnership is required to pay to the Terminated Partner under this agreement, and/or

(b)

added to the amount of any monies that the Terminated Partner is required to pay to the Partnership under this agreement.

9.4 Assignment of Former Partner’s Rights. Except as expressly provided in Article VIII, a Terminated Partner (or his estate and heirs, as applicable) shall not have any rights, claims, or interest in or to (a) any master recordings recorded either before or after the Valuation Date under or pursuant to the Recording Agreement or otherwise; (b) any other tangible or intangible assets of the Partnership, including the Group Name and any goodwill, whether created or acquired before or after the Valuation Date; or (c) any proceeds derived from or arising out of the foregoing. Accordingly, and without limiting the generality of the foregoing, effective immediately upon the Valuation Date, the Partnership shall become the assignee of all such Terminated Partner’s right, title, and interest in and to all tangible and intangible assets of the Partnership, including all master recordings, the Group Name, any logos utilized by the Group, the Recording Agreement and all other agreements to which the Partnership is a party, and any goodwill, and all proceeds thereof. Further, the Terminated Partner (or his estate and heirs, as applicable), shall have no rights, claims or interest whatsoever in and to any future assets of the Partnership created or acquired after the Valuation Date, including without limitation, any agreements to which the Partnership may thereafter become a party or any master recordings (audio and/or visual), in any medium, of the Group (as thereafter reconstituted) or any member thereof, together with all proceeds therefrom, recorded after the Valuation Date.

9.5 The Group Name.

(a)

From and after the Valuation Date, neither the Terminated Partner nor, if applicable, representatives or heirs thereof shall avail themselves of or use the Group Name or any substantially similar name or designation in any medium or commercial manner whatsoever; provided, however, that, notwithstanding anything to the contrary in this agreement, any Terminated Partner shall have the right to refer to himself as being formerly a member of “__________”; provided, however, that no Terminated Partner shall refer to himself as being formerly a member of “__________” in any manner that would confuse or mislead a reasonable person into believing that such Terminated Partner is a member of “__________” at the time of, or at any time after, such reference. From and after the Valuation Date, the Partnership, as thereafter reconstituted, shall be the sole and exclusive owner of all right, title and interest, including without limitation, the trademark and service mark, in and to the Group Name and shall have the continuing and unrestricted right in and to the exclusive use of the Group Name and all substantially similar designations in any medium or commercial manner whatsoever.

(b)

Notwithstanding anything to the contrary in this agreement, if the Partnership dissolves and winds up or otherwise ceases to operate, then all rights in and to the Group Name, including the right to use the Group Name as a professional recording and/or performing group, shall vest jointly in the Voting Partners who are Partners at the time the Partnership ceases to operate. The Group Name shall thereafter be administered and controlled by majority vote of such Voting Partners who are then alive. If such Voting Partners are unable to decide by majority vote regarding a particular use of the Group Name, then no such Voting Partner shall have the right to such particular use of the Group Name.

9.6 Name and Likeness of Former Partner.

(a)

From and after the Valuation Date, the Partnership shall have the continuing and unrestricted nonexclusive right to use the name, photograph, likeness, voice and biographical materials of the Terminated Partner on or in connection with, inter alia, the following:

(i)

All recordings manufactured from Participation Masters and any other master recordings (audio and/or visual) embodying, in whole or in part, the performances of the Terminated Partner;

(ii)

All musical compositions written in whole or in part by the Terminated Partner and recorded or partially recorded (whether or not released) by the Partnership; and

(iii)

All exploitations of any projects or items, including without limitation, merchandising items, television programs, motion pictures and videos, in which the Terminated Partner participated.

(b)

In no event shall the Termination of a Partner in any way affect or detract from any grant made by the Partnership and/or the Terminated Partner before the Valuation Date of rights in and to the results and proceeds of the services of such Terminated Partner, or the rights to use such Terminated Partner’s name, likeness, photograph, voice, or biographical materials.

9.7 Assumption of Partnership Obligations. Upon any purchase of a Partnership interest pursuant to this agreement, the Partnership shall assume all Partnership obligations incurred after the Valuation Date, and shall protect and indemnify the Terminated Partner (or his estate and heirs, as applicable) from liability for any such obligations. The preceding sentence shall not relieve a Terminated Partner (or his estate and heirs, as applicable) of such Terminated Partner’s share of Pre-Valuation Liabilities. Accordingly, a Terminated Partner (or his estate and heirs, as applicable) shall remain liable for such Terminated Partner’s share of Pre-Valuation Liabilities.

9.8 Publication of Notice. Upon the purchase of a Partnership interest pursuant to this agreement, the Partnership shall, at its own expense, and as soon as reasonably practicable, cause to be prepared, published, filed, and served all such notices as may be required by law to protect a Terminated Partner (or his estate and heirs, as applicable) against liabilities incurred by the Partnership after the Valuation Date.

9.9 Nondisclosure. The Partners specifically agree that neither they nor their agents, representatives, estate or heirs shall at any time after the execution hereof knowingly provide to any third party any information concerning this agreement, other than as shall be necessary in connection with the exercise of rights granted herein or as required by law. Promptly following the withdrawal or expulsion of a Terminated Partner, the Partnership and such Terminated Partner (or his estate and heirs, as applicable) shall issue a joint press release regarding such withdrawal or expulsion, which press release shall be approved by Partnership Vote and by the Terminated Partner (or said estate and heirs). If, however, the parties shall be unable to agree upon the form and content of such a press release, then no press release shall be issued. Neither the Partnership nor any Partner shall disseminate any information or make any statements that would reflect in any negative manner on the Terminated Partner (or his estate and heirs, as applicable) and the Terminated Partner (or his estate and heirs, as applicable) shall not disseminate any information or make any statements that would reflect in any negative manner on the Partnership or any Partners. Furthermore, the Terminated Partner shall not, without the consent of the Partnership, give any interviews or write, prepare or assist in the preparation of any books, articles or other writings disclosing confidential information in respect of the Partnership, the Partners or any activities thereof.

Article X Dissolution

10.1 Dissolution in Accordance with Agreement. The Partnership shall be dissolved in accordance with this agreement upon the occurrence of any of the following events:

(a)

The mutual agreement of all Voting Partners;

(b)

The death of any Partner;

(c)

The withdrawal of any Partner if such withdrawal is not in violation of the terms of this agreement;

(d)

The expulsion of any Partner if such expulsion is not caused by the expelled Partner’s breach of a material provision of this agreement; or

(e)

The Partnership’s inability to resolve a deadlocked issue if such inability prevents the Partnership from conducting business for sixty (60) consecutive days.

10.2 Dissolution Not in Accordance with Agreement.

(a)

No Partner shall commit any “Wrongful Act,” which term shall be defined as one or more of (i) a breach by a Partner of any material provision of this agreement, (ii) conduct by a Partner that results in a dissolution not specified in paragraph 10.1, or (iii) conduct by a Partner that permits a court to dissolve the Partnership pursuant to Tennessee Code Annotated Section 61-1-801. Any Wrongful Act committed by a Partner shall give the other Voting Partners, for a reasonable period of time following such breach, the right to dissolve the Partnership by Partnership Vote. The foregoing shall not preclude a court of competent jurisdiction from dissolving the Partnership pursuant to Tennessee Code Annotated Section 61-1-801.

(b)

If the dissolution of the Partnership shall result from a Wrongful Act, then the provisions of the Tennessee Revised Uniform Partnership Act (Tennessee Code Annotated Sections 61-1-101 et seq., including Tennessee Code Sections 61-1-703 and 61-1-806 and any other provisions thereof regarding wrongful dissolutions) shall apply to any such dissolution, and the Partner committing such Wrongful Act (the “Breaching Partner”) shall be deemed to have wrongfully caused the dissolution of the Partnership. Notwithstanding the foregoing, if, following any dissolution resulting from a Wrongful Act, the Partnership liquidates and winds up, then the provisions of paragraph 10.4 shall apply to such liquidation and winding up, subject to the right of the Partners who are not Breaching Partners to recover from the Breaching Partner damages for breach of this agreement, whether pursuant to Section 61-1-806 of the Tennessee Code or otherwise.

10.3 Continuation of Business. Notwithstanding any other terms of this agreement, upon the dissolution of the Partnership other than by reason of those events specified in paragraphs 10.1(a) and (e), then the Partners who are not Terminated Partners shall have the right to continue the Partnership if such continuation is approved by Partnership Vote.

10.4 Liquidation.

(a)

If the Partnership is dissolved and the Partnership business is not continued pursuant to paragraph 10.3, then the remaining Partners shall proceed with an orderly liquidation, distribute the assets of the Partnership as provided in this paragraph 10.4, and otherwise wind up the affairs of the Partnership. Prior to any distribution of assets to the Partners, the individual capital accounts of the Partners shall be adjusted to the date of dissolution to reflect net profit and net loss accrued or incurred from the date of the last accounting to the date of dissolution. Following such adjustments, except as provided in paragraph 9.5 with respect to the Group Name and paragraph 10.4(b) with respect to intangible assets of the Partnership, the assets of the Partnership shall be liquidated and the proceeds from liquidation shall be distributed as follows: (a) first, to creditors other than the Partners in the order of priority as provided by law, (b) second, to pay the outstanding balance of any loans or advances made to the Partnership (including accrued interest) by the Partners, and (c) third, to the Partners in proportion to their positive capital account balances. If upon liquidation, a Partner’s capital account has a debit balance, then such Partner shall restore to the Partnership the amount of such debit balance in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(3), namely, by the later of (i) the end of the taxable year of liquidation, or (ii) 90 days from the date of liquidation.

(b)

Notwithstanding the provisions of paragraph 10.4(a), if the Partnership is dissolved and not continued pursuant to paragraph 10.3, then the Partnership’s intangible assets and any monies derived therefrom shall be controlled and administered by the then living Voting Partners existing as of the date of the event that resulted in the dissolution and winding up of the Partnership. Such administration shall be conducted by a majority vote of such then living administrating Partners, and shall be subject to any agreements entered into by the Partnership before the date of dissolution of the Partnership.

Article XI Miscellaneous

11.1 Attorneys’ Fees. If any action, suit, or other proceeding, controversy, or dispute arises that is based on or related to this agreement, then the party prevailing therein shall be entitled to recover, as an element of its cost of suit, separate and apart from damages, all reasonable attorneys’ fees and court costs incurred therein, whether or not such action, suit, or proceeding proceeds to final judgment. No such sum for attorneys’ fees and/or court costs shall reduce the amount of any judgment, and the amount of any judgment shall not be considered in determining whether such fees and/or court costs are reasonable.

11.2 Notices. All notices to be given pursuant to this agreement shall be in writing and shall be delivered by hand or sent by United States certified mail, postage prepaid, return receipt requested, or sent by facsimile machine with a copy contemporaneously sent by United States certified mail, postage prepaid, return receipt requested; provided, however, that any statements required under paragraph 9.1 may be sent by regular mail. Properly addressed notices delivered or sent as provided herein shall be deemed given when delivered by hand, or when postmarked if delivered by mail, or on the date thereof if sent by facsimile machine. Any such notice shall be deemed properly addressed if sent to the last known address of the Partnership or of the Partner to whom such notice is to be given or to the address designated by either such party in writing. Until otherwise designated in writing, any such notices shall be sent to the parties at the following addresses:

Copies of all such notices to the Partnership shall be sent to _________________.

11.3 Additional Documents and/or Acts. The Partners hereby agree that they will execute any further documents and perform any acts that are now or may become necessary to effectuate the terms of this agreement.

11.4 Amendment of Agreement. This agreement may be amended only by written instrument signed by all of the Partners.

11.5 Waiver; Cumulative Remedies. No waiver by any party, whether express or implied, of any provision of this agreement or any default hereunder shall affect such party’s right to thereafter enforce such provision or to exercise any right or remedy in the event of any other default. All rights and remedies at law or equity, or pursuant to any provision of this agreement, that any party may enjoy as a result of the default or breach of this agreement by any other party, shall be deemed cumulative.

11.6 Interpretation. Unless otherwise specified herein or unless the context otherwise clearly requires, (a) the masculine gender used herein includes the feminine and neuter genders; (b) the grammatically plural form of any term defined in the singular form hereunder shall also be the plural form of such defined term, and the grammatically singular form of any term defined in the plural form hereunder shall also be the singular form of such defined term; and (c) the word “including” shall mean “including, but not limited to.” The headings of the paragraphs of this agreement are for convenience of reference only and shall not be deemed to limit or in any way affect the scope, meaning, or intent of this agreement or any part hereof. The word “person” shall refer to any individual, corporation, partnership, association, trust, or other entity, or any other organized group of individuals or legal successors or representatives of the foregoing.

11.7 Construction and Validity. This agreement shall be construed in accordance with the laws of the State of Tennessee applicable to agreements performed wholly within such State. The illegality or unenforceability of any term of this agreement shall not affect the validity of the remaining portion of this agreement.

11.8 Entire Agreement. This agreement is intended by the parties hereto as the final expression of their agreement and understanding with respect to the subject matter hereof and as a complete and exclusive statement of the terms thereof; this agreement supersedes any and all prior or contemporaneous agreements and understandings related thereto including the Prior Agreement.

11.9 Binding Upon Heirs, Successors, Representatives, and Assigns. This agreement shall be binding upon, and shall inure to the benefit of, each of the parties hereto and their respective heirs, successors, representatives, and permitted assigns.

11.10 Preparation of this Agreement. THIS AGREEMENT WAS PREPARED ON BEHALF OF THE PARTNERSHIP BY __________________, AND ALL PARTIES HERETO HAVE HERETOFORE VOLUNTARILY CONSENTED TO THE PREPARATION OF THIS AGREEMENT ON BEHALF OF THE PARTNERSHIP. EACH PARTY HERETO HAS BEEN ADVISED AND UNDERSTANDS THAT CERTAIN INHERENT CONFLICTS EXIST BETWEEN THE PARTIES HERETO AS EACH PARTY MAY HAVE DIFFERENT NEEDS OR DESIRES IN THE RELATIONSHIP BEING STRUCTURED IN THIS AGREEMENT WHICH COULD BEST BE REPRESENTED BY AN ADVISOR REPRESENTING SUCH PARTY’s INTERESTS ONLY. IN THIS REGARD, EACH PARTY UNDERSTANDS THAT EACH SUCH PARTY HAS THE RIGHT TO BE REPRESENTED BY SEPARATE AND INDEPENDENT COUNSEL IN CONNECTION WITH THIS AGREEMENT AND THIS LAW FIRM HAS ADVISED EACH SUCH PARTY TO SECURE SUCH SEPARATE REPRESENTATION. EACH SUCH PARTY HAS HAD FULL AND AMPLE OPPORTUNITY TO SECURE SUCH SEPARATE AND INDEPENDENT REPRESENTATION BUT HAS CHOSEN NOT TO DO SO.

IN WITNESS WHEREOF, the Partners have executed this General Partnership Agreement as of the date first written above.

Exhibit “A” Assets owned by prior partnership