Full Assignment of Rights (FAR)

LA LÍNEA

LICENSING AND AGREEMENTS BUREAU

Full Assignment of Rights Agreement

Reusable Template | Khris Woo

Beat Title: ______________________________ | Assignee: ______________________________

Summary | Read This First

This box explains the agreement in plain English. If this summary and the operative terms in Section 2 ever differ, the operative terms control.

This is a total assignment, not a license. Under every other La Línea document, Khris Woo keeps ownership of the beat and grants a right of use. Under this agreement, the buyer (the "Assignee") receives everything: all rights, title and interest in the Beat, its copyright, the master rights, publishing, royalties, and every present and future right in the Beat. The Assignor keeps nothing (Clause 2.2).

The Assignor steps away from the Beat completely. After the assignment takes effect, the Assignor does not sell, license, use, claim or exploit the Beat in any way, and removes it from the platforms and the store within seven (7) days after full payment, reporting that removal to the Assignee in writing (Clause 2.4).

Price is negotiated, case by case. There is no store price for this agreement. The price is the amount agreed in writing and filled in at Section 1.4 for each use. The assignment takes effect only when that price has been paid in full; without full payment, there is no assignment (Clause 2.3).

The Assignee receives all of the material. WAV (PCM float32, 32-bit), MIDIs, trackouts (stems), PROJECT BONES (the FL Studio .flp project), settings, a readme.md file with step by step instructions, the configurations used and why, Samples, Presets, and every other project file for the Beat, plus the licenses already granted for the Beat with their lists of licensees, and the drafts (borradores) of the Beat, so the Assignee as new owner may keep selling and profiting from the licenses of the Beat if the Assignee wishes. The delivery of those licenses, lists and drafts is part of what the Assignee receives as new owner. All of the Materials are delivered within ten (10) business days after full payment, excluding weekends and holidays (Clauses 2.5 and 2.6).

The Assignee may use the Beat without limit, and may do anything with it. Any number of songs, worldwide, forever, including synchronization (TV, film, trailers, advertising, video games and commercial podcasts) with no separate agreement and no additional fee. Because the Assignee is now the total owner, the Assignee may train AI with the Beat, sell it, assign it, sublicense it, sample it, modify it and exploit it in any lawful way, and may register the copyright in the Assignee name. The prohibitions in the La Línea licenses on training AI, selling or transferring a beat apply to licensees only; they do not apply to the Assignee as owner. They continue to bind the Assignor after the assignment (Clause 2.7).

Songs already released with the Beat pass to the Assignee. The Assignee steps into the Assignor place for songs already published with the Beat: the Assignee may claim, dispute and enforce rights in them (Content ID claims, takedowns and disputes), and their royalties and rights pass to the Assignee from the assignment date (Clause 2.8).

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Summary | Read This First (continued)

Earlier lawful licenses are not cancelled, and the Assignee may renegotiate them. A license lawfully granted before this assignment stays in force on its own terms. The Assignee takes the Assignor place as licensor under it, including the Assignor publishing share and royalties, and collects and enforces those rights from the assignment date. The Assignee may contact each prior licensee to renegotiate terms; the Assignor will deliver, with the Materials, the list the Assignor has of the entities that acquired the Beat. A renegotiation is an agreement between the Assignee and that licensee only, it does not oblige any prior licensee to accept new terms, and until other terms are agreed that license stays in force on its own terms with the Assignee as new licensor. Perpetual licenses: an existing Exclusive A (Perpetual) Beat Licensee receives notice of this assignment and must renegotiate with the Assignee as new owner, without discrediting that licensee license; if no agreement is reached, that licensee keeps Perpetual for two (2) years from the assignment, then transitions to Exclusive B (Ordinary) for one (1) additional year, three (3) years in total, and may then keep renewing as Ordinary at USD $100.00 per year, if that licensee wishes (Clauses 2.9 and 2.11).

The credit is optional after the assignment. The Assignee may, if the Assignee wishes, credit Songs released with the Beat as "Prod. by Khris Woo" on platforms and "Khris Woo" in the producer field in distributor metadata, as attribution that the Assignor produced the Beat. The Assignee is not obliged to give that credit, and omitting it is not a breach, has no cure period and carries no consequence. If given, that credit is attribution only: ownership, income and all rights belong to the Assignee, who did not produce the Beat but bought its rights, copyright included, and the credit gives the Assignor no right, royalty or authority over the Beat (Clause 2.10).

The Assignor guarantees the Beat is his to assign, and no license blocks the assignment. The Assignor warrants that he is the sole owner of the Beat, that the Beat is original, that there are no liens or claims over it, and that no license in force prevents or invalidates this assignment. Every prior licensee will be notified of the assignment. The Assignee receives the Beat subject to the prior lawful licenses listed in writing in Clause 2.11, on their own terms. The only license with substantial continuing weight is an existing Exclusive A (Perpetual) license, which the Assignee receives subject to the transition rule in Clause 2.11: notice, renegotiation with the Assignee as new owner, two (2) years as Perpetual plus one (1) additional year as Exclusive B (Ordinary), three (3) years in total after the assignment, then renewal as Ordinary at USD $100.00 per year if that licensee wishes. If a warranty fails, the Assignor indemnifies the Assignee (Clauses 2.12 and 2.13).

What the Assignor may never do again with this Beat. After the assignment, the Assignor may not use the Beat, sell or license it again, claim authorship or royalties in it as owner, train AI with it, or clone voices with it (Clause 2.14).

Written and signed. A transfer of copyright ownership is valid only in a writing signed by the owner (17 U.S.C. Section 204). This assignment is made in this document, completed in Section 1 and signed as set out in Section 3 (Clause 2.1).

Texas law. Governed by the laws of the State of Texas, USA, and the federal Copyright Act provisions cited in Clause 2.21. This document controls over any store listing or other background material.

Liability and "as is". The Beat and the materials are provided "as is". The Assignor total liability is limited to the assignment fee actually received, the negotiated price paid (Clause 2.17).

Delivery confirmed: all Materials in Clause 2.5 are delivered within ten (10) business days after full payment, excluding weekends and holidays (Clause 2.6).

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Assignment Code and Verification

1. Agreement Details

1.1 Assignor

Legal nameCristhopher Alexander Padilla Escobar

Artist nameKhris Woo

LabelLa Línea

LocationFort Worth, Texas, USA

Emailkhriswoo@hotmail.com

1.2 Assignee

Legal name______________________________

Artist name______________________________

Location______________________________

Email______________________________

1.3 Beat

Title______________________________

Collection______________________________

Genre______________________________

Tempo______________________________

Key______________________________

Meter______________________________

Duration______________________________

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1. Agreement Details (continued)

1.4 Order and price

Order______________________________

StoreLa Línea Shopify store | or direct written agreement

Date______________________________

SKU______________________________

Assignment feeUSD $______________________________ (negotiated case by case; no store price)

EffectivenessThe assignment takes effect only when the full assignment fee has been received and has cleared (Clause 2.3)

1.5 Delivered materials

AudioWAV PCM float32 | 32-bit

MIDIsIncluded | the MIDI files of the Beat

TrackoutsIncluded | trackout stems of the Beat

Project bonesIncluded | the FL Studio project file (.flp) of the Beat, as defined in Clause 2.5

SettingsIncluded | the settings (ajustes) used in the project

ReadmeIncluded | a readme.md file with step by step instructions: what was done, which configurations were used, and why

Samples and presetsIncluded | the Samples and Presets used in the Beat, and every other project file for the Beat

Licenses and listsIncluded | copies of the licenses already granted for the Beat, with the lists of licensees for the Beat

DraftsIncluded | the drafts (borradores) of the Beat

1.6 Type of transfer

TypeFull Assignment of Rights Agreement | total assignment, not a license

TransferredAll rights, title and interest in the Beat: copyright, master rights, publishing, royalties, and all present and future rights (Clause 2.2)

Retained by AssignorNothing in the Beat

1.7 Term and territory

TerritoryWorldwide

TermPerpetual and irrevocable from the effective date in Clause 2.3; ownership does not revert

ScopeUnlimited songs and uses, including synchronization, as set out in Clause 2.7

Streams / sales capNo cap on streams, downloads or sales

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2. Operative Terms

The Assignor and Assignee identified in Section 1 agree as follows. "Beat" means the instrumental identified in Section 1.3, including its underlying composition and its master recording. "Song" means a song created by recording vocals over the Beat. "Existing Song" means a Song already released with the Beat before the effective date of this assignment. "Materials" means everything listed in Section 1.5.

2.1 Nature of this agreement | an assignment, in writing and signed

This document is a full assignment of rights. It is not a license, and no La Línea license tier is granted, extended or replaced by it for the future: on the effective date, ownership itself passes to the Assignee under Clause 2.2. Under 17 U.S.C. Section 204, a transfer of copyright ownership is valid only if it is in writing and signed by the owner of the rights conveyed. This assignment is therefore made in this written document, completed in Section 1, and is valid only when signed as set out in Section 3.

2.2 Assignment | the Assignee receives everything

For the assignment fee in Section 1.4, and effective as set out in Clause 2.3, the Assignor hereby assigns, transfers and conveys to the Assignee, absolutely and forever, all of the Assignor rights, title and interest in and to the Beat, of every kind and nature, throughout the world, including: (a) the copyright in the Beat and every exclusive right under 17 U.S.C. Section 106, including reproduction, preparation of derivative works, distribution, public performance and public display; (b) all rights in the master recording of the Beat; (c) all publishing rights and publishing income in the Beat; (d) all royalties and other income of the Beat, from the effective date, including the royalties addressed in Clauses 2.8 and 2.9; (e) all rights of enforcement, claims and causes of action for past, present and future infringement of the Beat, to the fullest extent the law allows; and (f) every other present and future right in the Beat, whether known or unknown. The Assignor retains no right, title, interest, share or claim in the Beat. Ownership under 17 U.S.C. Section 201 passes to the Assignee on the effective date.

2.3 Price, payment and effectiveness

The assignment fee is negotiated case by case. It has no store price, and the amount agreed in writing for this use is the amount filled in at Section 1.4. Any shipping, taxes or platform fees are not part of the fee. This assignment takes effect only when the full assignment fee has been received and has cleared (the "effective date"). Without full payment, there is no assignment: ownership does not pass, and the Assignor obligations in Clause 2.4 do not begin. If payment fails, is reversed, is charged back or is obtained by fraud before it has finally cleared, the assignment does not vest or, if it has vested on a payment later finally reversed for fraud, the parties shall restore each other in writing and the Assignee shall stop exploiting the Beat until full payment is restored.

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2. Operative Terms (continued)

2.4 Complete withdrawal of the Assignor

From the effective date, the Assignor steps away from the Beat completely. The Assignor shall not sell, offer, license, assign, use, perform, reproduce, claim or exploit the Beat in any way, for any song or any other purpose, and shall not authorise anyone else to do so. Removal and report | seven (7) days. The Assignor will complete the removal of the Beat from the platforms and the store within seven (7) days after the effective date, and will report that removal to the Assignee in writing within that same period. The Assignor portfolio and store shall no longer offer the Beat, and any listing that remains visible only as an archive shall state that the Beat has been assigned and is no longer available from the Assignor. A breach of this clause is a material breach of this agreement.

2.5 Delivered materials | everything for the Beat

The Assignee receives all of the Materials for the Beat: (a) the Beat as a WAV file (PCM float32, 32-bit); (b) the MIDIs of the Beat; (c) the trackouts (stems) of the Beat; (d) the PROJECT BONES, meaning the FL Studio project file (.flp) of the Beat, with its patterns, mix and settings; (e) the settings (ajustes) used in the project; (f) a readme.md file with instructions stating, step by step, what was done in the project, which configurations were used, and why; (g) the Samples used in the Beat; (h) the Presets used in the Beat; and (i) every other file of the Beat project in the Assignor possession or control; (j) copies of every license already granted for the Beat, together with the lists of licensees for the Beat; and (k) the drafts (borradores) of the Beat in the Assignor possession or control. The delivery of those licenses, lists and drafts is part of what the Assignee receives as new owner, so the Assignee may continue selling, licensing and profiting from the licenses of the Beat if the Assignee wishes. The Materials are part of what is assigned: from the effective date the Assignee owns them as owner of the Beat, and may use, modify, reproduce and transfer them without limit, subject only to any third party terms that lawfully attach to a Sample or Preset itself and are disclosed in the readme.md file.

2.6 Delivery of the Materials | ten (10) business days

The Assignor delivers all of the Materials in Clause 2.5 to the Assignee within ten (10) business days after full payment (the effective date), by a download link or other written delivery method agreed by the parties, and confirms the delivery in writing. Business days exclude Saturdays, Sundays and holidays (federal holidays and Texas state holidays); a delivery period that would otherwise end on a weekend or holiday runs to the next business day. That delivery includes, as part of the Materials, the licenses already granted for the Beat with their lists of licensees, and the drafts (borradores) of the Beat, so the Assignee as new owner may continue selling and profiting from the licenses of the Beat if the Assignee wishes.

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2. Operative Terms (continued)

2.7 Rights of the Assignee as owner

From the effective date, the Assignee is the owner of the Beat and may, without limit and without any further payment, permission or agreement from the Assignor: (a) use the Beat to create and release any number of Songs, with no cap on streams, downloads or sales, worldwide and forever; (b) reproduce, adapt, sample, remix, edit, modify and create derivative works from the Beat, its stems and its Materials; (c) synchronise the Beat and any Song in television, film, trailers, advertising, video games, commercial podcasts and any other audiovisual use, with no separate synchronization agreement and no additional fee or royalty to the Assignor; (d) sell, assign, transfer or sublicense the Beat, the Materials and any right in them, in whole or in part, to any third party, on any terms the Assignee chooses; (e) register the copyright in the Beat in the Assignee own name, and record this assignment with the U.S. Copyright Office and with any distributor, platform or performing rights organization; (f) register Songs with distributors, Content ID systems and performing rights organizations in the Assignee name, and claim Content ID ownership of the Beat as its owner; and (g) enforce the rights in the Beat against any person, including under Clause 2.8; (h) use the Beat, its stems and its Materials to train a machine learning or AI model, and to clone voices with it; and (i) exploit the Beat in any other lawful way an owner may exploit a work. The prohibitions that the La Línea licenses impose on licensees, including the prohibitions on training AI, on selling or transferring the beat and on sublicensing it, do not apply to the Assignee under this agreement, because the Assignee is not a licensee but the total owner of the Beat. Those prohibitions continue to apply to the Assignor after the assignment, as set out in Clause 2.14, who may no longer do any of those things with the Beat. No publishing share, royalty or other payment is owed to the Assignor for any use in this clause. No credit is owed to the Assignor. Any credit the Assignee chooses to give under Clause 2.10 is optional attribution only, and gives the Assignor no right or royalty.

2.8 Songs already released with the Beat

The Assignee steps into the Assignor place for every Existing Song. From the effective date: (a) the Assignee may claim, dispute and enforce the rights in each Existing Song, including Content ID claims, takedowns, strikes and disputes on any platform, and may direct distributors and platforms accordingly; (b) the royalties and rights of each Existing Song that belonged to the Assignor, including his publishing share and his share of performance royalties, pass to the Assignee from the effective date; royalties accrued and already payable to the Assignor for periods before the effective date and already paid to him stay with him, and amounts collected after the effective date for the Beat belong to the Assignee; and (c) the artist who released an Existing Song keeps the rights that artist lawfully holds in that Song itself, including that artist vocals and lyrics; what passes under this clause is the Beat and the Assignor position in it, not the artist own contribution.

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2. Operative Terms (continued)

2.9 Prior lawful licenses survive | the Assignee succeeds the Assignor

A license lawfully granted by the Assignor before the effective date is not terminated by this assignment. Each such license stays in force on its own written terms, and from the effective date the Assignee occupies the Assignor place as licensor under it: the Assignee receives the licensor publishing share, royalties and other licensor income under it, may enforce it, and is bound by the licensor obligations that run with the Beat, including the credit and split terms stated in that license. The Assignor shall list every such license in Clause 2.11, shall hand the Assignee a copy of each one and, together with the delivery of the Materials, the list the Assignor has of the entities that acquired the Beat, and shall not grant any new license of the Beat after signing this agreement. The Assignee may contact each prior licensee to renegotiate the terms of that licensee license with that licensee. Any renegotiation is a separate agreement between the Assignee and that prior licensee; this agreement does not oblige any prior licensee to accept new terms, and until the Assignee and that licensee agree other terms in writing, that licensee license stays in force on its own terms with the Assignee as licensor. Nothing in this clause gives a prior licensee any greater right than that licensee license already grants, except as stated in the Perpetual license transition rule in Clause 2.11.

2.10 Credit after the assignment | optional attribution only

The Assignee may, if the Assignee wishes, credit each Song and Existing Song released with the Beat as "Prod. by Khris Woo" on all platforms, and "Khris Woo" in the producer field in distributor metadata. That credit, if given, records that the Assignor is the person who produced the Beat. It is authorship attribution only: the owner of the income and of all rights in the Beat is the Assignee, who did not produce the Beat but bought its rights, copyright included. That credit gives the Assignor no ownership, publishing, royalty, approval, authority or other right in the Beat or in any Song, and no payment is due to the Assignor for it. The Assignee is not obliged to give that credit. Omitting the credit, or giving it incorrectly, is not a breach of this agreement, there is no period to correct it, and it carries no consequence of any kind.

2.11 Schedule of prior licenses

The Assignor lists here every license of the Beat granted before the effective date and still in force. If the table is empty, the Assignor represents that there are none, in addition to the warranty in Clause 2.12. Together with the delivery of the Materials, the Assignor will deliver to the Assignee the list the Assignor has of the entities that acquired the Beat, as listed in this schedule and in any copies handed over under Clause 2.9.

Licensee______________________________

License type and code______________________________

Order and date______________________________

Song released, if any______________________________

Add one block of four rows per prior license, or write "None" across the table if there are no prior licenses in force.

Renegotiation with prior licensees. The Assignee, as new owner and as successor licensor, may contact each prior licensee listed here to renegotiate the terms of that licensee license. A renegotiation is an agreement between the Assignee and that prior licensee only. This agreement does not oblige any prior licensee to accept new terms, and while no other terms are agreed, that licensee license stays in force on its own terms with the Assignee as the new licensor and owner.

Perpetual license transition. The transition rule for a prior Exclusive A (Perpetual) Beat License is stated in the continuation of this Clause 2.11 on the next page.

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2. Operative Terms (continued)

2.11 Schedule of prior licenses (continued) | Perpetual license transition

A prior Exclusive A (Perpetual) Beat Licensee receives notice of this assignment and must renegotiate with the Assignee as new owner, without discrediting that licensee license. If no agreement is reached, that licensee keeps the Perpetual license for two (2) years from the effective date, then transitions to an Exclusive B (Ordinary) license for one (1) additional year, three (3) years in total after the assignment. After those three (3) years, that licensee may keep renewing as Ordinary at USD $100.00 per year, if that licensee wishes.

2.12 Warranties of the Assignor

The Assignor warrants and represents that, on the date this agreement is signed and on the effective date: (a) the Assignor is the sole owner of the Beat, of its underlying composition and of its master recording, with full right and authority to assign everything assigned in Clause 2.2; (b) the Beat is original to the Assignor and does not infringe the rights of any third party, except for any Sample or Preset lawfully used and disclosed in the readme.md file under Clause 2.5; (c) there are no liens, encumbrances, claims, disputes or pending threats over the Beat; (d) no license, assignment, sale or other transfer of the Beat prevents, conflicts with or invalidates this assignment. The existence of a prior lawful license in force, including an Exclusive A (Perpetual) license, does not prevent or invalidate this assignment. Every prior licensee will be notified of the assignment, and the Assignee receives the Beat subject to each prior lawful license on its own terms. For an existing Exclusive A (Perpetual) license, the Assignee receives it subject to the transition rule in Clause 2.11: the licensee receives notice of the assignment and renegotiates with the Assignee as new owner, without discrediting that license; if no agreement is reached, that licensee keeps Perpetual for two (2) years from the assignment, then transitions to Exclusive B (Ordinary) for one (1) additional year, three (3) years in total after the assignment, and may then keep renewing as Ordinary at USD $100.00 per year, if that licensee wishes. The only licenses of the Beat in force are the prior lawful licenses listed in Clause 2.11, if any, and no undisclosed assignment, sale or transfer of ownership of the Beat is in force; (e) the Assignor has not assigned, pledged or promised the Beat to anyone else; and (f) the Assignor is at least eighteen (18) years old, the legal name and email address for the Assignor in Section 1 are true and correct, and the Assignor has full authority to sign and perform this agreement.

2.13 Indemnification

The Assignor shall indemnify, defend and hold harmless the Assignee from and against third party claims, damages, liabilities, costs and reasonable attorney fees arising from a breach or failure of any warranty in Clause 2.12, or from any claim that the Assignor was not the owner of the Beat or had no right to assign it. The Assignee shall indemnify, defend and hold harmless the Assignor from and against third party claims arising from the Assignee own lyrics, vocals and other content the Assignee adds, and from any use of the Beat after the effective date, which is the Assignee own exploitation as owner. Each party shall give the other prompt written notice of a claim covered by this clause and shall cooperate in its defence.

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2. Operative Terms (continued)

2.14 What the Assignor may not do after the assignment

After the effective date, the Assignor may not, directly or indirectly: (a) use, reproduce, perform, distribute or exploit the Beat, its stems, its MIDIs or its project files, in whole or in part, for any purpose; (b) sell, license, assign or offer the Beat again to any person; (c) claim authorship, ownership, publishing or royalties in the Beat as owner, or register the Beat as the Assignor own work; the only authorship connection that may remain is the optional attribution credit the Assignee may choose to give under Clause 2.10, which carries no right, royalty or authority; (d) file or maintain a Content ID claim, takedown or dispute over the Beat or over any Song or Existing Song, or interfere with the Assignee enforcement under Clauses 2.7 and 2.8; (e) use the Beat, or any part of it, to train a machine learning or AI model, or to clone any voice; or (f) hold himself out as the owner or licensor of the Beat.

2.15 Lawful use | no partnership or affiliation

The Assignee shall not use the Beat in connection with unlawful activity, fraud, defamation, or the infringement of any third party rights. Nothing in this agreement creates a partnership, joint venture, employment, agency or affiliation between the parties. The Assignor is an independent creator, neither party may bind the other, and after the effective date the Assignee exploitation of the Beat is the Assignee own business, not the Assignor.

2.16 Name, marks and endorsement

This assignment transfers the Beat only. It does not transfer the La Línea label, the names "Khris Woo" or "La Línea" as marks, or any La Línea logo or mark. Except for the optional attribution credit the Assignee may choose to give under Clause 2.10, the Assignee shall not use those names or marks to endorse any other product, service, release or business, or in any way that implies partnership, sponsorship, endorsement or affiliation with the Assignor. Any other use of the Assignor name or marks requires the Assignor prior written consent.

2.17 Beat and Materials "as is" | limitation of liability

Except for the express warranties in Clause 2.12, the Beat and the Materials are provided "as is", without warranties of any kind. To the fullest extent allowed by Texas law, the Assignor total liability under or in connection with this agreement shall not exceed the assignment fee actually received, the negotiated price paid and filled in at Section 1.4. In no event shall either party be liable for indirect, incidental, consequential, special or lost profit damages, except for amounts payable under the indemnity in Clause 2.13 to a third party. Nothing in this clause limits the Assignee right to enforce the assignment itself, including by injunctive relief, if the Assignor breaches Clause 2.4 or Clause 2.14.

2.18 Assignee warranties

The Assignee warrants that: (a) the Assignee is at least eighteen (18) years old; (b) the legal name and email address for the Assignee in Section 1 are true and correct; and (c) the Assignee has full authority to accept and perform this agreement. The Assignee shall promptly correct the Section 1 information in writing if it changes.

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2. Operative Terms (continued)

2.19 Breach, enforcement and takedown

(a) Enforcement by the Assignee. As owner of the Beat from the effective date, the Assignee may enforce the Beat rights against any person, including a use that began before the effective date and continues after it, subject to Clause 2.9 for prior lawful licenses. This includes a copyright takedown notice under the U.S. Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)(3), which requires the notice to identify the copyrighted work, identify the infringing material and its location, and include a good faith statement and a statement, under penalty of perjury, that the use is not authorised and that the sender is authorised to act for the owner. A platform may restore material after a valid counter notice under 17 U.S.C. Section 512(g) unless the owner files a court action, and knowingly misrepresenting a claim can create liability under 17 U.S.C. Section 512(f).

(b) Breach by the Assignor. If the Assignor breaches Clause 2.4 or Clause 2.14, for example by offering, licensing or using the Beat again, the Assignee may, on written notice identifying the breach, require the Assignor to stop and remove that use at once, and may pursue every remedy available under this agreement and under Texas or federal law, including damages and injunctive relief. No notice and cure period in any La Línea license applies to a breach of this assignment by the Assignor.

(c) Breach by the Assignee. If the Assignee breaches a payment or other material obligation in this agreement, the Assignor may give written notice identifying the breach; if it is not cured within thirty (30) days, the Assignor may pursue the remedies available under Texas or federal law. A cured or completed assignment is not undone by a later dispute over a Song or a use: ownership passed on the effective date stays with the Assignee unless a court orders otherwise.

2.20 Further assurances and handover

Each party shall sign and deliver any further document, and do any further act, reasonably needed to record or perfect this assignment, including a short form assignment for recordation with the U.S. Copyright Office, and notices to distributors, platforms, Content ID administrators and performing rights organizations directing them to recognise the Assignee as owner and, under Clause 2.9, as successor licensor. On or before delivery of the Materials, the Assignor shall hand the Assignee the copies of prior licenses required by Clause 2.9, the list the Assignor has of the entities that acquired the Beat required by Clauses 2.9 and 2.11, and a written list of every Existing Song known to the Assignor, with its title, artist, release date and link, so the Assignee can exercise Clause 2.8.

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2. Operative Terms (continued)

2.21 Governing law | State of Texas | and general provisions

(a) Governing law and venue. This agreement is governed by, and shall be interpreted under, the laws of the State of Texas, USA, without regard to its conflict of laws rules. The parties agree that disputes under this agreement will be brought in the state or federal courts located in Texas, unless they agree otherwise in writing.

(b) Copyright in the Beat. Ownership of the Beat is governed by the U.S. Copyright Act, in particular 17 U.S.C. Sections 106, 201, 204 and 501: the owner holds the exclusive rights in the work, a transfer of ownership must be in a signed writing under Section 204, and use of the Beat by a non owner beyond a right that person lawfully holds is infringement under Section 501. Nothing in the Texas law provisions below transfers or limits that federal protection.

(c) Texas contract and consumer law cited. The parties intend this written agreement to be read consistently with, among other applicable Texas law: (i) the Texas Deceptive Trade Practices | Consumer Protection Act, Tex. Bus. and Com. Code Sections 17.41 et seq., in particular Section 17.46(a), under which false, misleading or deceptive acts or practices in trade or commerce are unlawful | neither party shall misrepresent the rights assigned or retained by this agreement; (ii) the Texas Uniform Electronic Transactions Act, Tex. Bus. and Com. Code Chapter 322, in particular Section 322.007, under which an electronic record satisfies a writing requirement and an electronic signature satisfies a signature requirement where that chapter applies; and (iii) the written agreement requirements of Tex. Bus. and Com. Code Section 26.01, to the extent they apply to an agreement of this kind.

(d) Limitations and attorney fees in Texas. Actions on a claim of this kind are subject to the limitations periods in the Texas Civil Practice and Remedies Code, in particular Section 16.004(a)(3) (four years for debt) and the residual period in Section 16.051 (four years). A person who prevails on a claim for an oral or written contract may seek reasonable attorney fees under Tex. Civ. Prac. and Rem. Code Section 38.001(b)(8), following the procedure in Section 38.002. Nothing in this clause shortens a limitations period below any minimum Texas law allows.

(e) Entire agreement; this document controls; changes; severability. This document, once completed in Section 1 and signed in Section 3, is the entire agreement between Assignor and Assignee for the Beat and controls and prevails over any product description, store listing, summary, advertisement or other background material. The store description is background only and does not add to, reduce or change this document; if there is any conflict, this document governs. Any change must be in writing and signed by both parties. If any clause is found unenforceable, the rest remain in force.

(f) No waiver. A party failure or delay in enforcing any breach or term on one occasion is not a waiver of that term or of any later breach, and does not prevent that party from enforcing it afterwards. No waiver is effective unless it is in writing and signed by the party waiving it.

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Appendix | La Línea License Tiers and the FAR

For reference only. Every tier above the FAR line is a license: Khris Woo keeps ownership and grants a right of use. The FAR is not a license and not a tier upgrade: it is a total assignment of ownership, negotiated case by case, and it is the only La Línea document under which the Assignor steps away from the Beat completely. That complete withdrawal is stated in the FAR itself; each license remains governed by its own document. The FAR row, the Exclusive B (Ordinary) renewal and the system rules in short complete this Appendix on the next page.

Freemium | $0Free sample, MP3 192 kbps. Social media and YouTube use only, published directly by the artist, non-commercial, no monetization on any platform, no distributors. Term: one (1) year only, revocable in writing at any time, one Freemium per Beat per licensee. No royalties to the artist.

Non-Exclusive | $29.99WAV 32-bit, one new song, worldwide, perpetual, unlimited streams and sales. Licensor keeps ownership.

Premium | $50Everything in Non-Exclusive, plus trackout stems and project bones.

Agreement Extension | $30.00Separate written agreement, USD $30.00, agreed and paid in full before any reuse of the stems. Covers one (1) new additional song (one track) only, under the specific Premium license named in it, for that Beat and that Licensee; each further new song requires a further Extension. Never applies to Exclusive A (Perpetual) or Exclusive B (Ordinary), where stem reuse is already included. The New Song authorised by an Agreement Extension pays the Licensor twenty percent (20%) of all income it generates, in addition to the publishing split of eighty percent (80%) Licensee / twenty percent (20%) Khris Woo.

Exclusive B (Ordinary) Beat License | $100Everything in Premium, plus exclusivity for one (1) year; removal from platforms and store within seven (7) days, reported in writing. Renewal at USD $100.00 per additional year. Stems reusable for Successor Works during the term (20% of their income to Licensor). Sync only through a separate Synchronization Agreement, USD $50.00 plus sync royalties 20/80.

Exclusive A (Perpetual) Beat License | $200Everything in Exclusive B, with no time limit, forever. Licensor retains copyright; exclusivity is a right of use, not a sale. Stems reusable for Successor Works forever (20% of their income to Licensor). Sync only through the Synchronization Agreement above.

Synchronization Agreement | $50.00 additionalSeparate written agreement, USD $50.00 additional, agreed and paid in full before any synchronization use. Only for Exclusive A (Perpetual) and Exclusive B (Ordinary), and only for the Song authorised by that base license (television, film, trailers, advertising, video games and commercial podcasts). Royalties: twenty percent (20%) Licensor / eighty percent (80%) Licensee. Prohibited under Freemium, Non-Exclusive and Premium.

Custom Composition Beat License | $300A beat composed from scratch for the client, including the full Exclusive B license. Client idea 50% or more formed, brainstorming session and written scope, first draft in five (5) days, four (4) revisions included, payment 50/50, extra revisions USD $25.00 each with a Revision Extender.

Revision Extender | $25.00One (1) additional revision under a Custom Composition Beat License, beyond the four (4) revisions included in that license. Each Revision Extender is agreed in writing and paid in full before that additional revision is made. Each further additional revision requires a further Revision Extender at USD $25.00.

Upgrade ladder | pay only the difference

On an upgrade, the licensee is credited with what was already paid for the Beat and pays only the difference:

From Freemium | $0.00 paidTo Non-Exclusive: USD $29.99. To Premium: USD $50.00. To Exclusive B (Ordinary): USD $100.00. To Exclusive A (Perpetual): USD $200.00.

From Non-Exclusive | $29.99 paidTo Premium: USD $20.01. To Exclusive B (Ordinary): USD $70.01. To Exclusive A (Perpetual): USD $170.01.

From Premium | $50.00 paidTo Exclusive B (Ordinary): USD $50.00. To Exclusive A (Perpetual): USD $150.00.

From Exclusive B (Ordinary) | $100.00 paidTo Exclusive A (Perpetual): USD $100.00.

From Custom Composition | $300.00 paidTo Exclusive A (Perpetual): USD $100.00 (the USD $300.00 already includes the full Exclusive B license).

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Appendix (continued) | The FAR, Renewal and Rules

For reference only. This page completes the Appendix that begins on the previous page. If this Appendix and the operative terms of any La Línea document differ, that document controls.

Full Assignment of Rights (FAR) | NegotiatedThis agreement. No store price; the price is agreed in writing case by case. The Assignee receives everything: all rights, title and interest, copyright, master rights, publishing and royalties, plus WAV, MIDIs, trackouts, project bones, settings, readme.md, Samples, Presets and all project files, plus the licenses already granted for the Beat with their lists of licensees, and the drafts (borradores) of the Beat, so the new owner may keep selling and profiting from the licenses of the Beat if the new owner wishes. Unlimited songs, sync included, onward sale, assignment and sublicense allowed, copyright registration in the Assignee name. The Assignor withdraws completely and removes the Beat within seven (7) days, reported in writing. Prior lawful licenses survive with the Assignee as successor licensor. The Assignee may do anything with the Beat as total owner, including training AI, selling, assigning and sublicensing it; the license prohibitions on those acts do not apply to the Assignee. The "Prod. by Khris Woo" credit is optional after the assignment: the Assignee may give it, if the Assignee wishes, as attribution only, with no right or royalty to the Assignor, and omitting it is not a breach and carries no consequence. Perpetual licensees receive notice of the assignment and, if no agreement is reached with the new owner, keep Perpetual for two (2) years, then Ordinary for one (1) additional year, three (3) years in total, and may then keep renewing as Ordinary at USD $100.00 per year. The Assignee may contact prior licensees to renegotiate terms, and receives, with the Materials, the Assignor list of the entities that acquired the Beat. All Materials are delivered within ten (10) business days after full payment, excluding weekends and holidays. No existing license prevents or invalidates the assignment; all licensees are notified of the assignment, and the Assignee receives the Beat subject to each prior license on its own terms, with an existing Perpetual license subject to the transition rule stated in this row.

Renewal | Exclusive B (Ordinary)

Renewal is USD $100.00 per additional year, one (1) additional year for each renewal paid, on written notice and full payment before the current term expires. If the term ends without renewal, the Licensor recovers the Beat and may sell and license it again, without prejudice to the Song and any Successor Works already released lawfully during the term.

System rules in short

Stems. In Premium, the stems serve the authorised Song only; reusing them for a new song requires an Agreement Extension, USD $30.00 for each new track. In Exclusive B (Ordinary) during its term, and in Exclusive A (Perpetual) forever, reuse of the stems for Successor Works is already included, with no Agreement Extension, and the Licensor receives twenty percent (20%) of all income generated by each Successor Work.

Synchronization. Synchronization is prohibited under Freemium, Non-Exclusive and Premium. It is available only under Exclusive A (Perpetual) and Exclusive B (Ordinary), only for the authorised Song, and only through a separate Synchronization Agreement, USD $50.00 additional, with synchronization royalties of twenty percent (20%) to the Licensor and eighty percent (80%) to the Licensee.

Perpetual licenses after a FAR assignment. Each existing Exclusive A (Perpetual) licensee receives notice of the assignment and must renegotiate with the Assignee as new owner, without discrediting that license. If no agreement is reached, that licensee keeps the Perpetual license for two (2) years from the assignment, then transitions to Exclusive B (Ordinary) for one (1) additional year, three (3) years in total after the assignment, and may then keep renewing as Ordinary at USD $100.00 per year, if that licensee wishes.

Credits. Each Song is credited "Prod. by Khris Woo" on platforms, with "Khris Woo" as producer in distributor metadata. Each Successor Work, and each New Song created from the stems under an Agreement Extension, is credited "Co-prod. by Khris Woo", with "Khris Woo" as co-producer. A missing or incorrect credit must be corrected within thirty (30) days from written notice before it counts as a breach. After a FAR assignment, the "Prod. by Khris Woo" credit is optional, not mandatory: the Assignee may give it if the Assignee wishes, and omitting it is not a breach and carries no consequence.

Publishing. General publishing: eighty percent (80%) Licensee / twenty percent (20%) Khris Woo. Performance royalties through ASCAP or BMI: fifty percent (50%) Licensee / fifty percent (50%) Khris Woo, for performance only, and that 50/50 split does not change the 80/20 general publishing split. Freemium exception: publishing and performance royalties are ninety percent (90%) Khris Woo / ten percent (10%) Licensee.

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3. Signatures

Both parties sign below, after all clauses of this agreement. The Assignor signs as the owner of the rights conveyed, and the Assignee signs to accept this assignment. This assignment is valid only when signed by both parties as set out here, as required by Clause 2.1 and 17 U.S.C. Section 204, and takes effect only on full payment of the negotiated price, as stated in Clause 2.3.

ASSIGNOR

Cristhopher Alexander Padilla Escobar

p/k/a Khris Woo | La Línea

Date: ____________________

ASSIGNEE

Assignee legal name (as in Section 1.2)

Signature of the Assignee

Date: ____________________

Assignment Code: LL-FAR-2026 | LIN: a51833652292f6cae3487790691e86bdd9922da2c393e32eeaea34fe2a0bd21b

Executed as of the date written above.

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