The RETAILER agrees to the terms and conditions below as our full and complete understanding:

1. The term of this agreement is for a period of three (3) years and will automatically renew yearly after the initial three year period for a period of one (1) year unless terminated by either party upon written notice received by the other party no later than ninety (90) days prior to the then current term or renewal term expiration date.
2. EMP is the owner of the digital files and the copyright of such files. Nothing in this agreement will constitute transfer of ownership of the same, and the RETAILER does not have rights to distribute these digital files in any manner other than those outlined in this agreement. 
3. EMP and the RETAILER are entering into this agreement to allow the RETAILER to sell digital music owned by EMP through the SYSTEM only, which includes all related brands. For clarity those brands are Excelcia Music Publishing, Wingert-Jones Publications, Kendor Music Publishing, and RBC Publications.
4. EMP reserves the right to exclude any publications from being sold digitally at its sole discretion.
5. For all digital Sales through the SYSTEM by the RETAILER, the wholesale discount will be fixed at 40% of the current retail price. 
6. The RETAILER agrees to promote the EMP publications using the RETAILER’s normal marketing or advertising methods, including, but not limited to email blasts, web promotion, social media, etc. 
7. Non-Refund Policy - Due to the nature of digital products being immediately accessible upon purchasing, no refunds of any fees or other amounts paid by the RETAILER or its customers for a digital product will be allowed.
8. Minimum quantities for Voctave and Derric Johnson choral pieces will be ten (10) copies and EMP Choral will be five (5), but minimum quantities are subject to change by EMP at any time. If you purchase less than these required minimum quantities, you will still be invoiced for the minimum amount.
9. Prices for products will be determined by EMP, and individual part prices will be established to discourage purchasing parts to avoid the purchase of a set.
10. At the conclusion of each month, EMP will generate a sales report from the SYSTEM and produce a detailed invoice for the RETAILER for payment to EMP for those digital products sold. Payment will be due 30 days after receipt of this invoice.
11. The SYSTEM is designed for the RETAILER to sell digital sheet music to their customers when more expediency is needed. It is not intended to replace the normal sale of printed products sold by EMP. RETAILERS do not have the right under this agreement to use EMP’s digital files to professionally print and sell EMP products, as this devalues the EMP inventory, and is not the intention of this program.
12. The RETAILER must be a current retailer in good standing. It is required the RETAILER have a record of eighteen (18) months of postive sales and payment history with EMP before access to the SYSTEM will be granted.
13. Should it be discovered that the RETAILER is purchasing digital products and then reselling or gifting those products, this agreement will be immediately terminated and the RETAILER will lose the right to purchase at wholesale prices any EMP products both digital and printed publications.
14. This Agreement cannot be transferred or assigned to any third party without written consent of both parties.
15. This Agreement contains the entire agreement of both parties. It can only be amended in writing and with the signatures of agreed parties.
16. This Agreement shall be construed under the laws of the state of Florida.

IN WITNESS WHEREOF, the parties have executed this digital product sales agreement effective as of the date set forth below.

EXCELCIA MUSIC PUBLISHING LLC

Larry Clark

President