MTK/DGT/FM01

DATED 2024

MTECH LIMITED

AND

___________________________________

DIGITAL COPYRIGHT AND CONTENT DISTRIBUTION AGREEMENT

Version 01/01/2024

DIGITAL COPYRIGHTS AND CONTENT DISTRIBUTION LICENSE AGREEMENT

1
THIS DIGITAL COPYRIGHTS AND CONTENT DISTRIBUTION LICENSE AGREEMENT
is made the …………day of …………… 2024,

BETWEEN

(1) ……………………………….. AKA ………………….. of ID/passport number

………………P.O BOX ………………..
(hereinafter referred to as the licensor on the one part.)

and;

(2) MTECH LIMITED, a Company incorporated in Kenya with its registered of 34

Kabarsiran Road, P.O. BOX 23920-00100 Nairobi, Kenya, (hereinafter referred to as
“the Licensee”) on the other part.

W H E R E AS:-

(A) The Licensor is the owner, proprietor of, and beneficiary entitled to the copyrights,
master rights and all other digital rights of a like nature in the musical works of the artists
more fully described in schedule I of this agreement.
(B) MTECH LIMITED is a mobile and digital value added service provider, aggregator
and/or reseller of audio and audio-visual content (hereinafter referred to as ‘the
Licensee);
(C) MTECH wishes to acquire exclusive global rights to the Licensor’s digital content to
resell to operators of mobile telecommunications networks and websites, customers,
digital content aggregator and other digital environments for distribution globally, below
referred to as the Territory.
(D) The Licensor is willing to supply the Licensor’s digital content and exclusive
intellectual property rights (copyrights and master rights) for the supplying content to the
Licensee for the resale and distribution purposes set out in the Recital (C) above on the
terms set forth in this Copyrights And Content Distribution License Agreement.

2
NOW IT IS AGREED AS FOLLOWS
1. TERM
1.1 The initial term of this Agreement shall begin on the Effective Date and expire three
years later (the “Initial Term”), unless sooner terminated pursuant to the terms of this
Copyrights And Content Distribution License Agreement
1.2 This Agreement shall renew automatically on the expiration of the Initial Term (unless
sooner terminated pursuant to the terms of this Agreement) for successive renewal
terms of one (1) year each (each, a “Renewal Term”), unless either party gives notice
of non-renewal, such notice to expire no sooner than the expiry of the Initial Term or
(the Initial Term and any Renewal Terms, collectively, the “Term”).
2. TERRITORY
The territory of this Copyrights And Content Distribution License Agreement shall be Global
(All countries)

3. DEFINITIONS
In this agreement the following terms shall have the meanings ascribed in this Clause:
Audio Streaming Service means an Internet-based and/or wireless communications service
through which the Licensee or a third party engaged by the Licensee has the right
to transmit data in the Territory, respectively, via Internet delivery or WAP
(e.g., through network affiliate relationships),
Customer is any individual or legal entity who uses the Licensor’s Content
Reseller means a legal entity that is permitted under this agreement to resell, distribute and
sublicense the Licensor’s content.
Download or Downloading (used as a verb or gerund) means the limited single encrypted
digital transmission (other than a Stream) of an item of the Licensor’s Content
delivered to a Customer’s Mobile Device or PC, as applicable.
Download (as a noun) means the encrypted digital copy that results from the process of
Downloading.
Dual Delivery means delivery of the Licensor’s Content to both a Customer’s Mobile Device
and PC via WAP and Internet delivery, respectively.
Ringtone means (i) a digital copy of a portion of a sound recording, which may include
musical instrument digital interface (“MIDI”) elements based on the same underlying
musical composition and (ii) the Licensor’s Voice Ringer.
Internet means the wide area cooperative network of university, corporate, government
and private computer networks communicating predominately through Transmission
Control Protocol/Internet Protocol, which network is commonly referred to as “the

3
 Internet” (but which specifically excludes wireless transmissions other than IEEE
802.11x transmissions).
Mobile Device means a mobile handset.
Personal Computer or PC means an Internet Protocol (IP)-enabled desktop or notebook
computer.
Video Streaming Service means an Internet-based and/or wireless communications
service.
Screensaver means a static wallpaper image capable of being shown on the display of a
Mobile Device that does not contain audio materials.
Theme means a collection of static or animated wallpaper image(s), modified user menu(s)
(including new functionality and/or other mobile content download links), audio
clip(s) or other alterations to the “look and feel” of a Mobile Device’s user interface.
Video means a Video.
Video Ringer means a digital copy of a portion of a short form Video, which may include
MIDI elements based on the same underlying musical composition in synchronization
with visual images.
SMS Tone means a digital copy of a portion of a sound recording of fifteen (15) seconds in
duration or less, which (i) may include MIDI elements based on the same underlying
musical composition and (ii) is for playback solely upon a Customer’s receipt of an
incoming text message.
Stream Or Streaming (used as a verb or gerund) means the process of delivering a single
encrypted digital transmission (other than a Download) of an item of the Licensor’s
Content to (i) a Customer’s Mobile Device or (ii) a Customer’s PC, whereby such
transmission is contemporaneous or nearly contemporaneous with the Customer
being able to perceive the same. “Stream” (as a noun) means the encrypted digital
transmission made in the process of Streaming.
Ring Back Tone means a digital copy of a portion of a sound recording to be used as the
ring tone that a party calling a Customer (“Caller”) hears through the phone when
the Caller dials a Customer until the call is answered or the call times out.
Video means any videotape or film of a short form audiovisual work, the soundtrack of
which is primarily a duplicate of a sound recording of a single musical composition
in synchronization with visual images, produced by or on behalf of a record
company primarily for promotional purposes.
WAP or Wireless Application Protocol means the international wireless standard applicable
to the delivery of the Licensor’s Content to a Mobile Device (but specifically excludes
802.11x or 802.16 delivery).
Song mail means a customized melody that a Customer can send to another Customer.
Musical Work means any musical work whether now existing or hereafter
composed and
subsequently licensed by the licensor to the licensee and such words (if any) as are
associated

4
 with any musical work and shall include the vocal and instrumental music.

Developments means any modification, improvement or amendment to the

musical works or the
technical information devised or developed by the Licensor either before or during
the term of this Licence.

NOW IT IS HEREBY agreed as follows:-

4. Licence

4.1. The Licensor hereby grants the Licence to the Licensee on an exclusive basis to
reproduce the works for the production and delivery of the products stated in Clause
3 above within the Territory.

4.2. The Licensor shall provide list of its musical works, which shall include but not be
limited to the musical works provided in Schedule I attached hereto, which list shall
be updated from time to time by addenda to this agreement to reflect current and
new musical works within the stipulated period of this agreement.

4.3. The Licensor shall supply to the Licensee its whole catalogue for sub-licensing, resale
and distribution as the Licensor’s Content under this agreement.
4.4 The Licensor does not and shall not reserve the right to withhold or withdraw from
supply to the Licensee any content pertinent to this agreement.
4.5 The format in which the Licensor’s Content is supplied shall be mp3/CD/DVD.
4.6 The Licensor agrees to expand on default the scope of this agreement to include
additional digital content and additional modes of transmission and types of
exploitation applicable to the exploitation of digital content when market conditions
and technological capabilities so permit.
4.7 The Licensor shall invoice the licensee for payment of their share of net content sales
revenue.
5. APPOINTMENT AND AUTHORISATION OF THE LICENSEE
5.1. Conditional upon compliance by the Licensee with this agreement, and subject
always to the terms set out herein, the Licensor (i) appoints the Licensee during the
Term and in the Territory as an exclusive intellectual property rights reseller and
distributor with the sublicensing right to third parties of the Licensor’s Copyrights, and
Content and (ii) authorises the Licensee on exclusive, assignable, transferable basis
and during the term to enter into agreements with third parties of the licensee’s
discretion, authorised under applicable laws to operate mobile telecommunications
networks and/or websites and/or other digital environments in the Territory (“Digital
Resellers”) and to provide them with non-exclusive intellectual rights, copyrights and
master rights.

5
5.2. The Licensor does not reserve the right to enter into agreements with third parties for
the exploitation of the Licensor’s Copyrights and/or Master rights without notice to
the Licensee.
5.3. The Licensee is permitted to:
5.3.1. authorise any use of the Licensor’s Content;
5.3.2. The websites, WAP sites, Audio Streaming Services and Video Streaming Services of
the Licensee may contain, frame, link to, advertise, associate with or otherwise
endorse any third-party website or media that contains content or engages in any
activity that:
5.3.3. advertise(s) alcohol, tobacco, firearms, feminine hygiene products ;
5.3.4. endorse(s) any religious or political cause or candidate.
5.3.5. The Licensee is permitted to authorise any other third party to:
5.3.6. synchronise the Licensor’s Content with other audio or audio-visual content;
5.3.7. make any sound recording element of any video available separate from the visual
element and vice versa;
5.3.8. edit or make any adaptation of the Licensor’s Content.
5.3.9. The licensee shall provide monthly reports on statistics and revenues of the licensor’s
content, with which the licensor shall use to invoice the licensor.
6. OBLIGATIONS OF THE LICENSOR
6.1. The Licensor shall provide the Licensee with a schedule of proposed release dates
for the Licensor’s Content in the Territory and, without prejudice to the generality of
the remainder of this Clause, shall discuss with the Licensee in good faith applicable
marketing initiatives that the parties may implement to support key releases.
6.2. The Licensor shall be responsible for paying all copyrights and record royalties to
artists and other persons (for example record producers, authors of the music and
lyrics) in relation to the exploitation of the Licensor’s Content supplied to the Licensee
hereunder and used in accordance with this Copyrights and Master rights and
Content Distribution Agreement.
6.3. In the event that the Licensor is approached by any company and/or individual in
respect of the resale of the Licensor’s Content solely within the Territory, the Licensor
shall direct any such companies and/or individuals to the Licensee as the exclusive
distributor and sub-licensor of the Licensor’s Content within the Territory.
6.4. The Licensor will defend at its expense, indemnify and hold harmless the Licensee
and its affiliates and their respective directors, officers, employees, agents and
representatives (“Related Parties”) from any loss, liability, damage, award,
settlement, judgment, fee, cost or expense (including reasonable attorneys’ fees
and costs of suit) (“Losses”) arising out of or relating to any third-party (other than
Resellers) claim, allegation, action, demand, proceeding or suit against the Licensee,
Licensee’s affiliates, any of their respective Related Parties, or any Resellers that
arises out of or relates to any claim that the Licensee’s use of the Licensor’s Content

6
 as explicitly authorised by this Agreement infringes the intellectual property rights of
a third party.
6.5. The Licensor will provide the Licensee with exclusive rights to the old catalogue in
schedule 1 of this agreement.
6.6. The Licensor will provide the Licensee with exclusive rights to the new catalogue and
a preview of new videos, prior to its release.
6.7 The Licensor shall actively promote the content on the web and social media by
directing their fanbase and communication base to the digital marketplaces, web
stores,mobile stores and RBT codes where the content can be accessed.

7. GRANT OF RIGHT OF LOGOS OF THE LICENSOR

The Licensor hereby grants the Licensee a limited, exclusive, royalty-free license to use such
trademarks, trade names, service marks, logotypes, images, or brand identifiers of
the Licensor and its affiliates as the Licensor may provide to the Licensee to enable
the Licensee to exercise its rights and perform its obligations under this agreement
from time to time (collectively, the "Licensor’s Logos") for such purpose and during
the term of this agreement.
8. ACCOUNTING AND PAYMENT
8.1 For skiza revenue, the Artist will be paid 52% of the end user price (EUP) after tax and
deductions from the mobile network operator.
8.2 The above revenue share is subject to the actual net revenue received by Mtech
from the Mobile network operator.
8.3 For other platforms the revenue share is 70% i.e Baze Music & Digital platforms.

9 WARRANTIES

9.1 The Licensor warrants that it is the owner of the Copyrights and Master rights in the
works, and must issue notice of other Licences, assignments, permits and or
authorisations in respect of the musical works for the production of ringtones, real
tones, ringbacktones, full tracks, video clips, video ringers, song mail and other digital
derivative products from its repertoire specified in Clause 3 of this Agreement.

9.2 The Licensor hereby warrants and represents to the Licensee on behalf of itself that
it has the right, power and authority to enter into this agreement and grant this
License on the terms set out in this Agreement.

9.3 The Licensee hereby warrants that for the period covered by this Agreement, the
mode of usage of the musical works for which the Licensor grants this Licence to
Licensee is for the production of ringtones, real tones, ringbacktones, full tracks, video
clips, video ringers, song mail and other digital derivative products that would be
available for download on telephones by mobile phone Subscribers globally as long
as royalties are paid to the Licensor or royalty bodies instituted in those countries
where applicable in Kenya.

7
9.4 Except as expressly set out in this Copyrights and Master rights and Content
Distribution Agreement, the Licensee makes no representations or warranties, express
or implied, with respect to this Copyrights and Master rights and Content Distribution
Agreement and any such representations or warranties that would, but for this
Clause, be implied into this Copyrights and Master rights and Content Distribution
Agreement, are hereby excluded.

9.5 The Licensor avers that he owns all rights to the content assigned to Mtech Limited
including but not limited to Master rights, production rights, performance rights,
broadcast rights, digital and mechanical rights and thus has the legal right and
capacity to assign these rights.

9.6 All third parties to the realization of this content have been justly contractually
compensated by The Licensor and do not have a stake or claim in the content
proceeds.

9.7 The Licensor holds Mtech Limited indemnified from any such claim by third parties on
rights.

9.8 The Licensor further avers that in the ambit of digital mechanical rights, all rights are
fully conferred to Mtech Limited for the content privy to this contract and all third
parties including but not limited to Collaborative works, derivative works, Collective
Management Organizations, Production Labels have no right or claim to the content
and rights conferred.

10 LIABILITY
NO THIRD PARTY CLAIMS AGAINST THE LICENSEE ARISING FROM USE OF THE LICENSOR ’S CONTENT BY THE LICENSEE
OTHERWISE THAN AS PERMITTED UNDER THIS AGREEMENT OR WILLFUL, INTENTIONAL OR GROSSLY NEGLIGENT
BREACHES OF THIS AGREEMENT BY THE LICENSEE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, OR FOR ANY LOST
PROFITS OR GOODWILL, BUSINESS INTERRUPTION AND THE LIKE, WHETHER SUCH LOSSES ARE DIRECT, INDIRECT
OR OTHERWISE CLASSIFIED, RELATING TO THIS COPYRIGHTS AND MASTER RIGHTS AND CONTENT DISTRIBUTION
AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER
PARTY’S TOTAL AGGREGATE LIABILITY FOR A DISPUTE ARISING OUT OF OR RELATING TO EXCEED THE TOTAL
FEES PAID BY THE LICENSEE TO THE LICENSOR HEREUNDER DURING THE INITIAL TERM.

11 TERMINATION AND REMEDIES

Termination may take place if one of the below circumstances occurs:
11.1 either the Licensor or the Licensee goes into receivership or any resolution is passed
for its winding up or liquidation (other than for the purpose of reconstruction or
amalgamation); or

11.2 the Licensee shall fail to pay any sum under this Agreement within 30 days after such
payment is due; or
8
11.3 either the Licensee or Licensor commits any other breach of its obligation under this
Agreement, which is not remedied within the 30 days of the Licensor’s or Licensee’s
written notice of the breach requiring its remedy then in the case of (11.1) above,
the Party, which is not so affected and in the case of (11.2) and (11.3), the Licensee
or Licensor may terminate this Agreement immediately by notice in writing without
prejudice to any right of action accrued to the date of termination.

11.4 Either party shall have the right at any time to terminate this Agreement upon 30
days’ written notice, provided that termination of this Agreement shall be without
prejudice to any rights that either party may have against the other under the terms
of this Agreement, which have accrued up to the date of termination.

12 MUSIC PUBLISHING/THIRD PARTY LICENCES

12.1 The Licensor shall at its sole cost and expense obtain and pay for all necessary
licenses, rights, permissions and consents in respect of the production, performance,
communication, distribution and other use and exploitation of musical works and
accompanying literary works embodied in the Licensor’s Content to the extent
required in connection with the exploitation of the Licensor’s Content pursuant to this
Agreement.
13 MORAL RIGHTS

The Licensor hereby notifies the Licensee that the Licensor has asserted his rights to
be identified as the author of the musical works and has not waived his right to object
to derogatory treatment of the works.

14 INFRINGEMENTS

The Licensor shall take all reasonable steps available to restrain infringements by third
parties of the Copyrights and Master Rights in the works, which might if not restrained,
restrain the ability of the Licensee to exploit its rights under this Agreement and the
Licensee undertakes to immediately inform the Licensor of the existence of any
infringement that may come within its knowledge during the Term of this Agreement
15 CONFIDENTIALITY
15.1 Neither party shall disclose, share or provide access to any non-public, confidential
or proprietary information of the other party (including the content of this Agreement
and any non-public information concerning the other party's business) ("Confidential
Information") to anyone other than its employees or authorised contractors who
need to know such Confidential Information to exercise such party's rights or perform
such party's obligations under this Agreement or as may be necessary to facilitate
third party audit or royalty obligations, provided that any such permitted disclosure
shall be on terms no less restrictive than those set out in this Clause and provided that,
notwithstanding the foregoing, the Licensor shall not, at any time and in any

9
 circumstance, disclose to any third party any Confidential Information of the
Licensee without Licensee’s prior written consent.
15.2 Confidential Information shall not include any information which:
15.2.1 is or becomes publicly known otherwise than from a breach of this Agreement;
15.2.2 is independently developed or obtained by the receiving party otherwise than as a
result of breach of confidence; or
15.2.3 is required to be disclosed by law or the rules of any nationally recognised stock
exchange, provided that the receiving party shall promptly inform the disclosing
party of any such requirement and co-operate with any attempt to procure a
protective order or similar treatment.
15.3 The Licensor shall not make any public statement or press release regarding this
Agreement or otherwise regarding its relationship with the Licensee without
Licensee's prior written consent.
16 FORCE MAJEURE
16.1 Neither party shall be liable to the other for any delay in performance or failure to
perform any of its obligations hereunder (save for the obligation to pay money when
due which shall not be subject to the provisions of this Clause) arising from any cause
beyond its control, including, without limitation, nationalization, expropriation, acts
of war, terrorism, insurrection, revolution, civil unrest, riots or strikes, acts of God, acts
of any governmental body, agency, authority or official (regardless of whether the
governmental body, agency, authority or official was acting within the scope of its
authority), provided that the delay or failure could not have been avoided by the
affected party taking reasonable preventative measures ("Force Majeure Events").
16.2 Each Party shall inform the other in writing (which, for the purpose of this Clause,
includes email exchange between authorised representatives of the parties) of any
Force Majeure Event as soon as reasonably practicable upon becoming aware of
the same and, in any event, within two (2) business days of the date of the Force
Majeure Event. In the event that a party notifies the other party of any Force Majeure
Event at any time after two (2) business days following the Force Majeure Event, that
party shall only be entitled to the benefit of the exemption set out in this Clause from
the date of notification.
17 GENERAL
17.1 References in this Content Distribution Agreement to any agreement, notice or
approval being "in writing" shall be deemed to refer to such agreement, notice or
approval being "in writing and signed by authorised representatives of the relevant
party or parties" and, unless other expressly set out in this Agreement, "writing" shall
not include email, but shall include facsimile copies. Either party may change its
authorised representatives at any time on notice in writing (which, for the purpose of
this Clause, includes email exchange between authorised representatives of the
parties) to the other party.
17.2 Any notice made by the parties to each other under this Agreement shall, unless
otherwise expressly stated herein, be made in writing. Notices to the Licensee which

10
 may be made by email shall be sent to the Licensee at
[email protected]
All notices to the Licensor (including those required to be made in writing) shall be sent by
email to marked for the attention of CEO and Legal
Counsel with a concurrent copy message sent to physical address
{______________________] In case a party changes the contact person and/or
contact details, such party shall immediately provide the other party with notice in
writing of the same, such notice to be made pursuant to this Clause.
17.3 The Licensor may not assign, confer any right in, assume in bankruptcy, pledge, and
mortgage or otherwise encumber this Copyrights and Master rights and Content
Distribution Agreement. The Licensee may assign all or part of this Agreement at its
discretion to any subsidiary of MTECH COMMUNICATIONS PLC or to any purchaser of
all or a substantial part of its assets.
17.4 The Licensee may sub-contract all or any part of its obligations under this Agreement
at any time in its absolute discretion, provided that the Licensee acknowledges that
the Licensee shall remain responsible for performance of such obligations.
17.5 This agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous
representations and agreements, whether oral or written, relating hereto between
the Licensor and the Licensee and all past courses of dealing or industry custom.
18 GOVERNING LAW AND ARBITRATION
18.1 This Content Distribution Agreement shall be governed by and construed in
accordance with the laws of the of Kenya
18.2 The parties shall use their reasonable endeavours to resolve disputes regarding this
Copyrights and Master rights and Content Distribution Agreement t by negotiation
prior to instigating court proceedings or arbitration in accordance with this Clause.
If either party wishes to raise a dispute, it shall give the other party notice in writing of
such dispute and the reasons for such dispute. Representatives of the parties shall
then meet or attend a tele-conference or video-conference, as may be agreed
between the parties, and use reasonable endeavours to try to resolve the dispute as
soon as reasonably practicable. If the representatives of the parties are unable to
resolve a dispute within 30 business days from the date of notice, the resolution of
the dispute shall, at the request of either party, be referred for resolution to the Legal
Counsel of the Licensee on the one hand and the Managing Director and Legal
Counsel of the Licensor on the other hand (or such other executive of equivalent
authority as may be nominated in writing by one party to the other) who shall then
meet or attend a tele-conference or video-conference, as may be agreed between
the parties, and use reasonable endeavours to try to resolve the dispute as soon as
reasonably practicable.
18.3 All disputes, controversies or claims arising out of, in relation to, or in connection with
this Agreement or the validity, interpretation, performance or breach thereof, that
are not settled by negotiation within 30 business days of the date of the notice of
dispute referred to in Clause 18.2 above may be settled by arbitration, to be
conducted as set forth below. If any difference shall arise between the parties under
11
 this Agreement the matter in dispute shall be determined by a single Arbitrator in
accordance with the Arbitration Act, Laws of Kenya,PROVIDED that such Arbitrator
shall be appointed by the Chief Justice of Kenya on application to him for that
purpose by either party. The Venue for the Arbitration shall be Nairobi, Kenya.
18.4 The arbitrator shall apply the governing law of the Republic of Kenya.
18.5 This Agreement may only be amended in writing if such amendments are signed by
duly authorised representatives of both Parties.

19. AMENDMENT
The terms of this agreement can be amended at any time by either by either of the
parties upon terms and conditions agreed by both parties in writing.
Please confirm your agreement by signing where indicated below.

Executed in good faith in Nairobi, this ...................... day of...................................... 2024.

Signed for and on behalf of: Signed for and on behalf of:

Artistic Name: ............................................ Mtech Limited

Signature: ………………………...................... Signature:

Name: ......................................................... Maureen Kamau

Head of Digital Channels

In the presence of: In the presence of:

Name: .................................................. Name:

Signature: ……………………….................. Signature:………………………….

12
SCHEDULE I – LIST OF THE CONTENTCOVERED UNDER THIS CONTRACT

13
 SCHEDULE II – LIST OF THE DISTRIBUTION CHANNELS COVERED UNDER THIS CONTRACT

Distribution Channel Territory Rights Given (YES/NO)

Caller Ring Back Tones Kenya

Audio streaming/ offline downloads Kenya

– Kenyan Smartphone apps and all
its associated web/ WAP sites i.e
Safaricom Baze Music

14
 CONTACT INFORMATION

FULL NAMES:

ARTISTIC NAME (AKA):

ID/PASSPORT NUMBER:

KRA PIN:

MOBILE/TELEPHONE NUMBER:

EMAIL ADDRESS:

LOCATION:

BANK ACCOUNT DETAILS:

● Account Name:
● Account Number:
● Bank Name:
● Branch Name:
DEFAULT CONTACT IF NOT ACCESSIBLE:

NEXT OF KIN:
NAME:
CONTACT:
RELATION:

15