Sonarta L.L.C. (“Sonarta”), with its principal place of business at 500 NW 160th Street, Edmond, Oklahoma 73103. The undersigned Artist hereby agrees to assign to Sonarta, the rights as the agent/broker for the purpose of the sale of the Original Art Work on the Sonarta e-gallery (www.sonarta.com), including but not limited to displaying images, descriptions and information regarding the Original Art Work Artist marketing and promotional materials and all associated marketing endeavors. This agreement does not make Sonarta an exclusive agent for any other works other than the Original Art Work”. WHEREAS, Sonarta desires to accept the listed Original Art Work and to provide broker services therefore as agent/broker for Artist, in consideration of the Broker Fee. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are acknowledged, the Parties agree as follows: 1. Definitions: Capitalized terms used herein shall, for the purpose of this Agreement, have the respective meanings: 1.1 Agent: An Agent exclusively authorized by the Artist for purposes of listing and selling the Original Art Work. 1.2 Artist: ___________________________, being the creator of the Original Art Work, who has the exclusive right to sell the Original Art Work and has all rights to the Original Art Work pursuant to U.S. Copyright Laws. 1.3 Artist Profile: Information provided by the Artist, which accurately identifies the Artist, background information, experience and accomplishments. The Artist Profile is attached to the Agreement as Exhibit “B” and considered a part of the Agreement 1.4 Broker Fee: Thirty percent (30%) of the Retail Price received from a Buyer. 1.5 Business Day: Monday through Friday, excluding the following federal legal holidays: New Year's Day, Martin Luther King Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, Christmas Eve and Christmas Day. 1.6 Buyer: The purchaser of the Original Art Work, whether purchased through an Internet transaction from the Gallery, or by any other means. 1.7 Exclusivity Period: A sixty (60) day period from the date of Sonarta’s receipt of a Artist’s fully executed Master Broker Agreement, during which time the Artist agrees not to list or sell the Original Art Work either individually or through another broker or agent. 1.8 Gallery: Sonarta’s e-gallery located at www.sonarta.com. 1.9 Master Broker Agreement or “Agreement”. This contract, including all applicable Exhibits attached hereto. 1.10 Notification of Sale: After a Buyer has purchased an Original Art Work; Sonarta will provide notification within three (3) Business Days of the consummation of the sale. 1.11 Original Art Work: The image(s) and item(s) depicted and described in Exhibit “A”, being the art which is subject to this Master Broker Agreement. 1.12 Original Art Work Profile: Information provided by the Artist regarding the Original Art Work, which will included on Exhibit “A” and is a part of this Master Broker Agreement. 1.13 Parties: The Parties to this Agreement, Sonarta, and the Artist or Agent. 1.14 Retail List Price: The price of the Original Art Work, as determined by the Artist, which will include the Broker Fee, but excludes estimated shipping costs, shipping insurance and applicable sales taxes. The Retail List Price shall be published on the Gallery. 1.15 Sales Price. The price accepted by Artist or Agent to be paid by Buyer for Original Art Work, which price shall be inclusive of the Broker Fee, actual shipping costs and applicable Oklahoma Sales Tax. 1.16 Shipping Period: The three (3) Business Day time period after Notification of Sale during which Artist will cause Original Art Work sold by Sonarta to be shipped to the Buyer, with shipping tracking number provided to Sonarta. Unless alternative personal delivery methods are made between the Artist or Agent and the Buyer. 2. Display of Images of Original Art Work on the Gallery: Upon receipt and execution of the Master Broker Agreement, including all Exhibits hereto and images of the Original Art Work and Original Art Work Profile, Sonarta agrees, within five (5) business days, to publish images of the Original Art Work, Original Art Work Profile and Artist Profile, on the Gallery, subject to the following conditions: 2.1. Images of Original Art Work shall be displayed by Sonarta on the Gallery for the Exclusivity Period. 2 2.2. The Exclusivity Period will be repeatedly automatically renewed for an additional Exclusivity Period of sixty (60) days unless the Artist provides written notice to Sonarta within five (5) business days of the end of any Exclusivity Period that Artist elects to terminate this Master Broker Agreement as to the specified Original Art Work. 2.3. Artist or Agent represents and warrants to Sonarta that the Original Art Work does not violate any copyright, trademark, intellectual property or other laws, and that Artist was the sole creator of same. 2.4. Sonarta may cancel this Agreement as to specific or all Original Art Work at any time upon written notice to Artist or Agent. At the time written notice of cancellation is tendered to Artist or Agent, the images and descriptions of Original Art Work subject to the notice of cancellation of this Master Broker Agreement shall be removed from the Gallery. 2.5. Sonarta may refuse to accept or represent any item deemed unsuitable for display and sale on the Gallery, at the sole discretion of Sonarta. Sonarta may limit the number of items exhibited at one time for optimum Gallery balance and presentation. 2.6. Sonarta reserves the right to modify fees, terms and category placements at any time with appropriate notice to Artist or Agent. Provided, Artist or Agent shall have (5) Business Days after receipt of notice from Sonarta of such modification to terminate this Master Broker Agreement without further obligation upon either Party. Sonarta also reserves the right to edit and modify the Original Art Profile in accordance with Sonarta’s business judgment. 2.7. Artist or Agent warrants that the information contained in the Artist Profile is true and correct. Any false information provided by Artist or Agent on the Artist Profile, or Original Art Work Profile, will allow Sonarta to cancel the Master Brokerage Agreement at Sonarta’s discretion. Artist or Agent agrees to indemnify, defend and hold Sonarta harmless from any and all claims, liabilities and obligations arising from any misrepresentation or omission by Artist or Agent. In addition, in the event a sale shall fail to close as a result of a misrepresentation by Artist or Agent, Artist or Agent shall pay to Sonarta the Broker Fee which otherwise would have been payable to Sonarta on the closing of sale transaction. 2.8. If Artist or Agent terminates this Master Broker Agreement and/or removes an item of Original Art Work from the Gallery during the Exclusivity Period for any reason, Artist agrees to immediately pay to Sonarta the Broker Fee determined from the listed and published price of the Original Art Work(s) so removed from the Gallery. 2.9. Artist or Agent shall be exclusively responsible for determining the Retail Price of Original Art Work. The Retail Price shall be published on the Gallery. In the event Sonarta receives offers to purchase the Original Art Work at an amount less than Retail Price, Sonarta will submit the amount of such offer to Artist or Agent within three (3) Business Days. Artist or Agent has sole discretion to accept, reject or counter such an offer, but all such communications and negotiations with a potential Buyer shall be conducted through Sonarta. 3. Exclusivity: Sonarta is granted and assigned the exclusive right, privilege and license to sell the Original Art Work during the Exclusivity Period. In the event Artist or Agent or any third party sells the consigned Original Art Work during the Exclusivity Period, including any renewal Exclusivity Period, Artist shall immediately pay Sonarta the Broker Fee, as calculated from the Retail List Price published on Gallery for the Original Art Work sold in violation of Sonarta exclusive broker rights granted herein. 4. Marketing, Promotions, Negotiation with Prospective Buyers and Commission Work. Sonarta is responsible for marketing and promotions of the Original Art Work on the Gallery, and the negotiation of sales transactions with prospective Buyers. Sonarta, in its sole discretion, may also promote, publish and market the Original Art Work, the Artist, and/or a collection of art work by Artist and others, on the Gallery, related web sites, marketing materials, pod casts, virtual imaging, brochures, or otherwise. This Master Broker Agreement, during the Exclusivity Period, transfers all rights to exclusively market and sell the Original Art Work to Sonarta. When Original Art Work is sold, upon completion of the sales transaction, all rights in the Original Art Work shall transfer and/or revert to the appropriate party, Artist or purchaser, as determined under U.S. copyright law, subject to Artist’s obligation to pay the Broker Fee. Artist or Agent acknowledges and agrees that, notwithstanding the Exclusivity Period may terminate, Sonarta is granted the right and privilege to continue to publish and circulate promotional materials depicting or promoting the Original Art Work and/or the Artist after the Exclusivity Period terminates. 4.1. Marketing will include but not be restricted to internet and print, paid placements, sponsored links, print advertising, pod casts, virtual imaging, direct mail, displays, reviews, articles, media releases, videos and reciprocal links. If the Artist or Agent requests specific marketing for a unique Original Art Work, costs for such services will be negotiated by the Parties and paid in advance by Artist or Agent. 4.2. Sonarta will use best efforts to appropriately identify Artist on all promotional material associated with the Original Art Work. Upon request, Sonarta will supply the Artist or Agent will copies of advertisements, flyers, media releases, newspaper clippings and other promotional materials prepared by Sonarta for the Artist’s or Agent’s records and informational purposes. 4.3. Sonarta shall have the sole and exclusive right to negotiate with prospective Buyers as to Original Art Work during the Exclusivity Period, as same may be renewed from time to time. Sonarta shall keep records relating to all offers received in respect to Original Art Work, and shall retain same for a period of one (1) year from the date of termination of this Agreement. As to all prospective Buyers, should Artist or Agent be willing to negotiate price terms, Artist or Agent shall respond to Sonarta’s notice of offers received within five (5) Business Days. Notwithstanding Artist or Agent shall not be obligated to sell Original Art Work for less than Retail List Price, in the event Artist or Agent agrees to a reduction in price from the Retail List Price, Artist or Agent agrees Sonarta may sell the Original Art Work at or above the reduced price authorized by Artist for a period of sixty (60) days. 4.4. In the event Sonarta or Artist or Agent receives commission and/or special order work as a result of Original Art Work depicted or published on Sonarta, and/or Sonarta’s marketing and promotion efforts on behalf of Artist, Artist or Agent shall pay Sonarta a referral/finders fee equivalent to ten percent (10%) of the consideration received by Artist for such commission or special order work. 5. Images: To ensure a positive and accurate depiction of the Original Art Work on the Gallery, Artist shall provide Sonarta with several digital images of the Original Art Work taken from different angles and lighting. In addition, Artist shall provide within the Original Art Work Profile, accurate measurements, weight and dimensions of the Original Art Work, and a detailed color description. The digital images are to be provided in jpeg or tiff image form with a minimum requirement of 1600x 1200 and 24-bit color definition, unless otherwise agreed to by Sonarta. 6. Sales: All prospective sales of Original Art Work during the Exclusivity Period, whether derived through Sonarta or otherwise, shall be negotiated and closed through Sonarta. As to each such sales transaction initiated through Sonarta, the Broker Fee shall be equivalent to twenty percent (20%) of the Sales Price, excluding shipping and applicable sales taxes. As to all other sales, the Broker Fee shall be equivalent to twenty percent (20%) of the most recent Retail List Price for the Original Art Work on the Gallery or the actual consideration received by Artist, whichever is greater. In order to facilitate the closing of sales transactions, Sonarta shall provide the following 6.1. Capability of a prospective Buyer to purchase Original Art Work through Sonarta via on-line check out, direct phone inquiry to Sonarta, or alternative options. 6.2. Sonarta will accept and process payments from Buyer, withhold and submit taxes as appropriate, and, after deduction of Broker Fee, remit the sales proceeds to Artist upon confirmation of Buyer’s receipt of the Original Art Work. 6.3. All sales transaction information and documentation shall be the sole property of Sonarta. 6.4. Upon sale of an Original Art Work, Sonarta will provide Notification of Sale to the Artist via e-mail, unless alternative notice methods are requested by Artist or Agent. Notification of Sale shall be issued within three (3) business days of receipt of Buyer’s payment for the purchase. 6.5. Upon receipt of Notification of Sale, Artist or Agent shall have three (3) Business Days to ship or hand deliver the Original Art Work directly to the Buyer. Unless hand delivery arrangements have been made the Artist or Agent agrees to inventory, pack, ship and insure the Original Art Work via U.S. Postal Service, Federal Express or United Postal Service or a comparable shipping company with the capability to insure the package and provide a tracking number. The Artist or Agent must obtain a tracking number for the shipment and provide the tracking number to Sonarta, within three (3) business days of the Notification of Sale. All shipments will be insured against loss and damage during shipping by Artist or Agent in an amount at least equivalent to the Sales Price. 6.6. Within thirty (30) days of confirmation of the Buyer’s satisfactory receipt of the item, in acceptable condition and payment processing, Sonarta will forward the retail purchase price to the Artist or Agent less the Broker Fee and applicable Oklahoma sales tax. 6.7. In the event the item is received by the Buyer damaged or in any way unacceptable, Sonarta reserves the rights to negotiate an appropriate resolution including but not limited to return, full refund, claim against shipping agent, replacement and/or credit against future purchase, if acceptable to Artist or Agent. Artist or Agent agrees to cooperate in resolution of any disputes and will be notified of any action taken. Regardless of the action taken by Sonarta, Artist or Agent will be responsible to pay Sonarta the Broker Fee. 6.8. Sonarta will remove sold items from the on line Gallery unless multiple copies are available. Some items may continue to be exhibited as “sold” at the discretion of Sonarta. 7. Sales Tax: Sonarta will collect and pay the applicable sales tax on works sold. Applicable taxes will be included in the Retail Price established by the Artist. Sonarta will not pay any applicable sales tax on sales outside of the state of Oklahoma; all sales tax obligations for sales outside of Oklahoma will be the responsibility and sole liability of the Artist or Agent. 8. Pricing: Pricing of the Original Art Work shall be the sole responsibility of Artist. The Retail Price of the Original Art Work shall not include the shipping costs or applicable Oklahoma sales tax. The Retail Price will include Sonarta’s Broker Fee. 8.1. Shipping costs will be an additional charge to the Buyer and will be determined by the Artist and provided to Sonarta within three (3) days of the Notification of Sale. 9. Additions and Replacements: Artist may add items to the Gallery at anytime or upon the sale of an Original Art Work. Any addition or replacement must be accompanied by the completed Original Art Work Profile and will be incorporated into the Master Broker Agreement. If an Additional Original Art Work is added, the Exclusivity Period for that Work begins upon the date the Additional Original Artwork Profile and images are received by Sonarta. 10. Maintenance: Sonarta is responsible for all design, layout, copy, programming functions, vendor coordination, maintenance, editing of pod casts, editing of Artist Profile, promotion, marketing and modification of www.sonarta.com and shall have the right to make modifications as deemed appropriate solely by Sonarta. 11. Ownership of Gallery: Sonarta owns all rights to the domain, images, text, programming, and usage of the Gallery, and related sites. No parts of the Gallery may be reproduced in anyway, including digitally, without prior written permission of Sonarta. 12. Disputes: Should any disputes arise concerning any matter referred to in, or arising from, this Agreement, such dispute shall be resolved by binding arbitration, in accordance with the Federal Arbitration Act, 9 U.S.C. 1-16. The Parties agree that all arbitrations shall be conducted in Oklahoma County, Oklahoma. This Agreement shall be governed under the laws of the State of Oklahoma. 13. Indemnification: Artist agrees to indemnify, defend and hold harmless Sonarta from any intellectual property, infringement or other claims arising from any unauthorized use of another person's work and/or from any defamation, libel, conversion or similar claim brought by a third party challenging authorship or ownership of Original Art Work. Sonarta recommends the Artist register their Original Art Work with their country's Copyright Office for international legal protection. 14. Contact Information: It is the sole responsibility of the Artist or Agent to provide Sonarta with current contact information including e-mail address, phone number and mailing address. 15. Limitation of liability. Neither Sonarta nor any of its directors, employees, affiliates, agents, representatives, third party information providers, merchants or licensors (collectively, "Sonarta associates") shall be liable for damages arising out of or in connection with the use of, or the inability to use, the site or the internet. This is a comprehensive limitation of liability that applies to all damages of any kind. With respect to any other dispute arising from or relating to the Sonarta service, any liability of Sonarta associates to you for damages, losses and causes of action, whether in contract, tort (including negligence), or otherwise, either jointly or severally, shall be strictly limited to the aggregate dollar amount paid to Sonarta by Artist or Agent in the six (6) months prior to the claimed injury or damage. No action, regardless of form, arising from or relating to the Sonarta service or the Sonarta web site may be brought by Artist or Agent more than one (1) year after the cause of action arose. In no case shall Sonarta be liable for compensatory, direct, indirect, consequential, special or incidental damages, loss of data, income or profit, loss of or damage to property and claims of third parties. Arising from your use of the Sonarta service, the site, the Internet or for any other claims related in any way to your relationship with Sonarta. Because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential, incidental or special damages, in such states and jurisdictions liability is limited to the greatest extent permitted by law. 16. Miscellaneous Provisions: 16.1. The Original Art Work Profile, Exhibit “A” to the Agreement must be completed in its entirety prior to the acceptance of any Original Work Art or final execution of the Agreement. 16.2. The Artist’s Profile, Exhibit “B” to the Agreement must be completed in its entirety prior to the acceptance of any Original Work Art or final execution of the Agreement. 16.3. All Exhibits to this Agreement are to be considered a necessary part of the Agreement. 16.4. This Agreement contains the entire understanding of the Parties regarding the subject matter hereof and cannot be modified or amended unless in writing signed by both parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors, assigns and legal representatives. Artist’s signature hereto certifies that Artist has read the Master Broker Agreement in its entirety and understands and agrees to the terms and conditions therein. Artist further certifies that Artist owns all rights to the Original Art Work being submitted to Sonarta and that Artist authorizes Sonarta to display images and descriptions thereof on www.sonarta.com and otherwise in the public domain.