Copyright Transfer/Exclusive License Agreement

(Use of Advertising and Promotional Music – Musical Work)

Article 1 – Parties
1.1. Transferee / Licensee:
Title: [………………………………]
MERSIS/VD: […………] – Address: [………………………………]
(Hereinafter referred to as “TRANSFEREE”)

1.2. Author:
Name/Title: [………………………………]
Turkish National Identity Number/Tax Number: […………] – Address: [………………………………]
(Hereinafter referred to as “AUTHOR”.)

The parties will be referred to collectively as "the Parties".

Article 2 – Subject and Definitions 2.1. Subject: This agreement concerns the transfer/exclusive licensing of financial rights for the use of the musical work entitled “[Work Title]” (“ Work ”), whose lyrics and/ or music belong to the AUTHOR , as advertising and promotional music in [Brand/Campaign Name] advertisements for a period of […] years in the [Turkey / World] region and in the following media, and the regulation of the rights and obligations of the parties. 2.2. Media: (i) TV (national/local), (ii) OTT/IPTV, (iii) cinema, (iv) radio, (v) internet and social media (web/app, in-platform advertising), (vi) OOH (outdoor – billboard, megaboard, racket, building/vehicle wrap), (vii) in-store broadcasting/POPAI/POS, (viii) trade fair/event/congress broadcasts, (ix) corporate presentations and digital screens. 2.3. Versions: Main film, cut-down (5-10-15-20-30-45-60 sec), editing, tag-on, language adaptation, short/long version, and format/saving changes (arrangement, fade in/out, loop, etc.). 2.4. Copyright Items (FSEK): Article 21 processing (synchronization/arrangement), Article 22 reproduction , Article 23 distribution , Article 24 representation , Article 25 public transmission by means of means for the transmission of signs/sound/images (broadcasting/streaming).

Article 3 – Transfer of Rights / Scope of License 3.1. The AUTHOR transfers the financial rights (Articles 21-25) of the Work to the TRANSFEREE in the form of a full license for the periods, regions, and media listed in Article 2, through [exclusive transfer] / [exclusive license] . 3.2. The TRANSFEREE may synchronize the Work with advertising films ; make necessary shortening, lengthening, tempo/tone adjustments and mixing; reproduce and distribute it in any medium/format; and transmit it to the public. 3.3. The AUTHOR agrees that they cannot transfer/license the Work to third parties for the same/similar sector and campaign during the term of the Agreement ( exclusivity ). 3.4. All source material related to the Work (master recording, high-resolution audio files [WAV/AIFF], stems if any) is delivered to the TRANSFEREE according to the delivery list.

Article 4 – Moral Rights and Use of Name 4.1. Moral rights are non-transferable (Law on Intellectual and Artistic Works, Articles 14-17). The AUTHOR consents in advance to any changes/adaptations to the work in accordance with the requirements of advertising media ; these changes shall not damage the AUTHOR's honor and reputation. 4.2. Whether or not the name is mentioned in the work is at the discretion of the TRANSFEREE; where possible, the phrase “Music: [Name Surname] – [Title of Work]” may be used.

Article 5 – Professional Associations and Third-Party Permissions 5.1. If the AUTHOR is a member of professional associations such as MESAM/MSG, it is agreed by the parties that the synchronization and direct usage fees with the producer/brand under this Agreement constitute the subject matter of this Agreement; and that the public transmission/communication fees to be paid by broadcasting organizations may be subject to the relevant regime separately. 5.2. If the work contains samples/arrangements/processing/co-work elements belonging to third parties, the AUTHOR declares and undertakes that it has obtained all written permissions and consents (co-authors, performing artists – neighboring rights, phonogram producer, etc.) in advance , and that it will be jointly and severally liable for all claims and damages arising otherwise . 5.3. If any, performer/arranger/producer contracts and rights transfers are presented in Appendix 3

Article 6 – Warranty and Indemnification Against Defects 6.1. The AUTHOR guarantees that the work is original and that there are no claims of copyright/neighboring rights/personality/trademark infringement by third parties, within the meaning of Article 53 of the Law on Intellectual and Artistic Works. 6.2. In the event of a claim/dispute arising against the TRANSFEREE by third parties, the AUTHOR shall defend the TRANSFEREE and indemnify them for any direct/indirect damages, including litigation costs and reasonable attorney fees .

Article 7 – Duration, Region and Channels
7.1. Duration: [……] years (start: …/…/20…, end: …/…/20…).
7.2. Region: [Turkey] / [World].
7.3. Channels: Limited to the channels listed in Article 2.2. (Additional channel/region/duration extensions are subject to written agreement and additional pricing plan.)

Article 8 – Fee and Payment Plan 8.1. Usage and Copyright Fee (1st Year): [… TL + VAT] . 8.2. 2nd Year Renewal: 50% of the 1st year fee ( [… TL + VAT] ). 8.3. Payment Dates: 1st year fee [……/……/20……] , 2nd year fee [……/……/20……] . 8.4. Fees cover synchronization and financial rights under this Agreement . The AUTHOR agrees not to demand any additional fees under any name whatsoever beyond these fees. 8.5. Payment for invoice/e-SMM issuance must be made via bank transfer within […… days] . In case of default , the provisions of the Turkish Code of Obligations shall apply.

Article 9 – Delivery and Technical Standards 9.1. Delivery: Master WAV/AIFF 48kHz-24bit , mixed and unmixed stems (drums/bass/keys/vocal etc.), instrumental/sub mix if any , duration [15/30/45/60 sec] loop versions; delivery date: […/…/20…] . 9.2. The TRANSFEREE may report technical defects within [5] business days from delivery ; the AUTHOR shall make corrections free of charge within a reasonable time .

Article 10 – Privacy and Personal Data Protection Law 10.1. The parties shall keep confidential all commercial, technical, and marketing information obtained within the scope of the performance of the contract ; they shall not disclose it to third parties. This obligation continues even after the termination of the contract. 10.2. Personal data shall be processed in accordance with Law No. 6698 on the Protection of Personal Data and related legislation.

Article 11 – Breach of Contract, Penalty and Termination 11.1. The parties are obliged to comply with their obligations arising from this contract. In case of breach, the breaching party agrees to pay a penalty of [… TL/USD] in cash and in full upon written notification from the other party; it is accepted that the penalty does not eliminate the right to compensation (Turkish Code of Obligations, Article 179 et seq.). 11.2. The TRANSFEREE may immediately terminate the contract in case of serious breach by the AUTHOR ; it may demand the return of the payments made and compensation for the damages. 11.3. The AUTHOR's licensing/transfer to third parties in a manner contrary to the transfer, breach of confidentiality, or actions that give rise to an objection to ownership rights shall be considered a serious breach .

Article 12 – Force Majeure If performance becomes impossible due to events beyond the control of the parties (natural disaster, war, epidemic, strike, widespread interruption etc.), the situation shall be notified within [10] days ; if the situation exceeds [30] days, the parties shall negotiate, and if no agreement is reached, termination is possible.

Article 13 – Transfer and Sub-Agreements
13.1. The TRANSFEREE sub-licenses and transfer its rights to group companies/media agencies within the scope of the campaign's execution.
13.2. The AUTHOR may not transfer its rights and obligations arising from this Agreement without the written consent of the TRANSFEREE.

Article 14 – Evidence Agreement: The TRANSFEREE's commercial books, records, and electronic data constitute conclusive evidence pursuant to Article 193 of the Code of Civil Procedure .

Article 15 – Applicable Law and Jurisdiction This agreement is governed by Turkish Law . In case of disputes, the [Istanbul (Central) Courts and Enforcement Offices] shall have jurisdiction.

Article 16 –
The addresses of the parties to the notification are the addresses in the heading. Unless address changes KEP/Notary, notifications sent to the old address will be considered valid.

Article 17 – Entry into Force and Copy Signed in two (2) copies on …/…/20… and entered into force. The annexes are an integral part of the agreement.

APPENDICES

• Appendix 1: Piece information (piece title, ISWC/ISRC if applicable, duration/tempo/tone, master information)

• Appendix 2: Media and timing plan (publication schedule, versions, cut-down list)

• Appendix 3: Third-party consents/waivers (joint work, performer, phonogram producer)

• Appendix 4: Delivery list and technical standards (WAV/AIFF, stems, instrumental, loops)

• Appendix 5: Invoice/payment schedule and bank information

• Appendix 6: Privacy/GDPR texts (information, explicit consent – ​​if required)

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TRANSFEREE
Title: …………………………………
Authorized Person/Signature: …………………………

AUTHOR
Name/Title: ………………………
Signature: ……………………………………

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