Dymtrow v. Swift et al Document 11: Declaration in Support of Motion

Filed March 21, 2008

Back to Dymtrow v. Swift et al, New York Southern District Court Case No. 1:07-cv-11277-RJS

DECLARATION of Paul V. LiCalsi in Support re: [7] FIRST MOTION to Dismiss The Complaint.. Document filed by Taylor Swift, Scott Swift, Andrea Swift. (Attachments: # (1) Exhibit A-B, # (2) Exhibit C-D)(LiCalsi, Paul)

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Page 1 DECLARATION of Paul V. LiCalsi in Support re: [7] FIRST MOTION to Dismiss The Complaint.. Document filed by Taylor Swift, Scott Swift, Andrea Swift. (Attachments: # (1) Exhibit A-B, # (2) Exhibit C-D)(LiCalsi, Paul):
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
DANIEL DYMTROW,
Plaintiff,
}
}
}
Civil Action No. 07 CV 11277 (RJS)
V.
TAYLOR SWIFT, SCOTT SWIFT and
ANDREA SWIFT,
Defendants.
TRANSMITTAL DECLARATION OF PAUL V. LiCALSI
IN SUPPORT OF DEFENDANTS TAYLOR SWIFT, SCOTT SWIFT
AND ANDREA SWIFT' S MOTION TO DISMISS THE COMPLAINT
Paul V. LiCalsi declares under the penalty of perjury as follows:
1.
am a partner of Mitchell Silberberg & Knupp LLP, counsel to Defendants
Taylor Swift, Scott Swift and Andrea Swift ("Defendants") in the above-captioned action. I
make this declaration in support of Defendants' motion to dismiss the Complaint herein pursuant
to Fed. R. Civ. P. 12(b)(6).
2.
Attached hereto as Exhibit 1 is a true and correct copy of Plaintiff Daniel
Dymtrow' s Complaint, dated December 14, 2007.
DATED : March 20, 2008
Paul V. LiCalsi (PL6622)
1780671.1

Page 2 1

Page 3 NORMS, McLAUGHLIN & MARCUS
Fernando M. Pinguelo, Esq. (FP6328)
875 Third Avenue
18th Floor
New York, NY 10022
Phone : (212) 808-0700
Fax: (212) 808-0844
GUPTA LEGAL, PLLC
Vivek Gupta, Esq. (VG-9794)
14 East 4th Street, Suite 803
New York, New York 10012
Phone: (917) 686-4954
Fax: (646) 356-6901
JUDGE SULLIVAN
Attorneys for Plaintiff
Daniel Dymtrow
UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
CIVIL ACTION
DANIEL DYMTROW,
Plaintiff,
-againstTAYLOR SWIFT, SCOTT SWIFT, and
ANDREA SWIFT,
:
, U.S.D.J.
HON.
a7cTI.M.
11
2 7 7 ('^P)
PLAINTIFF'S ORIGINAL COMPLAINT
AND JURY DEMAND
Defendants.
DANIEL DYMTROW, by his attorneys, Norris, McLaughlin & Marcus, P.A. and Gupta
Legal, PLLC , for his Complaint against TAYLOR SWIFT, SCOTT SWIFT, and ANDREA
SWIFT, alleges as follows:

Page 4 NATURE OF THE ACTION
I.
Daniel Dymtrow, a music industry personal manager, makes a living by
identifying, developing, and creating opportunities for artists to succeed in the music industry.
Mr. Dymtrow agreed to manage then thirteen-year-old Taylor Swift when her parents and she
persuaded him to represent Taylor. The parties entered into agreements. During the course of
Mr. Dymtrow and defendants' two-and-a-half-year management relationship, Mr. Dymtrow
devoted a significant amount of time towards planning Taylor Swift's career, helping to sharpen
her talent and skills, exposing her to career-building opportunities, and identifying and
negotiating lucrative contracts, including without limitation, a music development/recording
contract, music publishing contract, endorsement contract, talent contract, magazine notoriety
and publicity, live performances with established and famous singers, and a recording contract.
Defendants agreed to work with Mr. Dymtrow to obtain court approval of his contract with
Taylor Swift, a minor at the time. However, defendants repudiated their agreements with Mr.
Dymtrow weeks before signing a record contract and talent representation agreement, in an
attempt to deny him his bargained-for compensation for payment of the reasonable value of his
services. In fact, Mr. Dymtrow has been paid less than $10,000 for the entirety of what he did in
helping build and launch Taylor Swift's career.
2.
In this action for unjust enrichment, breach of contract and implied covenant of
good faith and fair dealing, promissory estoppel and estoppel in pais, and tortious interference
with prospective economic opportunity, Mr. Dymtrow seeks simply to recover payment for his
services. Mr. Dymtrow's claims against the defdndants stem, in part, from two written contracts,
one of which is the Exclusive Personal Management Agreement ("EPMA") between defendant
Taylor Swift and Mr. Dymtrow. Taylor's parents, defendants Scott Swift and Andrea Swift
2

Page 5 (collectively, "Parents"), executed a second, separate agreement with Mr. Dymtrow wherein the
Parents guaranteed and/or assumed the performance of all of Taylor's services and obligations
set forth in the EPMA (hereinafter referred to as the "Guarantee"). Defendants' conduct has led
Mr. Dymtrow to file this action against Taylor Swift and her Parents to recover monies promised
and owed to him, but never paid.
JURISDICTION AND VENUE
3.
This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. §
1332(a), because there is complete diversity of citizenship between Mr. Dymtrow and
Defendants, and because the amount in controversy exceeds $75,000, exclusive of interest and
costs.
4.
Venue is proper in this judicial district pursuant to 28 U.S.C. § 1391 and is based
on contractual agreements that were negotiated and agreed to in New York, signed by at least
one party in New York, and a substantial part of the events giving rise to Mr. Dymtrow's claims
having occurred in this judicial district. Moreover, all parties agreed that any action or other
proceeding arising out of the contracts would be brought in courts located within the State of
New York.
PARTIES
5.
Daniel Dymtrow resides in Los Angeles, California and is a citizen of that state..
At the time Mr. Dymtrow entered into agreements with defendants, he resided and operated an
office in New York City.
6.
Upon information and belief, defendant Taylor Swift ("Artist") resides in
Hendersonville, Tennessee and is a citizen of that state.
3

Page 6 Upon information and belief, defendant Scott Swift resides in Hendersonville,
Tennessee and is a citizen of that state. Scott Swift is Taylor Swift's father and thereby was her
legal guardian prior to her reaching the age of majority.
8.
Upon information and belief, defendant Andrea Swift resides in Hendersonville,
Tennessee and is a citizen of that state. Andrea Swift is Taylor Swift's mother and thereby was
her legal guardian prior to her reaching the age of majority.
STATEMENT OF FACTS
A.
Background
9.
Mr. Dymtrow is a music industry personal manager who specializes in managing
new artistic talent. He has worked in the music business for over ten years and has managed
some of the biggest names in the music business, including Britney Spears.
10.
In or about September 2002, Mr. Dymtrow met Kelly Foster ("Poster"),
Entertainment Director of the U.S. Tennis Open, while attending the U.S. Tennis Open. In or
about October 2002, Foster called Mr. Dymtrow and asked him whether she could send Mr.
Dymtrow a demo music CD of an aspiring, thirteen-year-old singer named Taylor Swift. Mr.
Dymtrow agreed, and after listening to the demo CD of "cover songs," arranged to meet with the
Artist and her Parents at his office in New York City.
11.
In or about January 2003, Artist and her Parents met Mr. Dymtrow in New York
in the hopes of convincing Mr. Dymtrow to sign Artist as one of his represented clients. At the
time, Mr. Dymtrow worked almost exclusively for Britney Spears.
12.
Mr. Dymtrow interviewed Artist, heard her sing and play guitar, discussed with
her Parents their financial and moral commitment to Artist's music career, and concluded that
Artist had the potential to become a young star in the country music world with the proper
guidance and management.
4

Page 7 Artist's Parents knew that Artist needed an experienced manager in order to give
Artist access to record companies in Nashville, the home of country music in the United States.
In fact, Artist and her Parents attempted previously to manage Artist's career themselves.
Artist's Parents told Mr. Dyrntrow that they had sent her demo music CD of cover songs to
various recording labels and attempted to visit them on their own in the hopes of securing a
meeting with some executives. Artist's Parents told Mr. Dymtrow that Artist was rejected by
every music label she and her Parents pursued on their own, and they were told they needed to
hire a respected manager if they expected Artist to advance in the music business.
14.
As a result, defendants actively pursued Mr. Dymtrow and sought his services.
Defendants assured Mr. Dymtrow on multiple occasions that if he were to sign Artist to an
exclusive management contract, they would pay Mr. Dymtrow his fee for services to provide
Artist with opportunities, exposure, and contracts. Defendants also promised Mr. Dymtrow that
they would reward him for his efforts, treat him fairly, and protect his economic interests in
Artist. Mr. Dymtrow relied upon these promises and performed his obligations per the EPMA
based on those promises.
B.
Exclusive Personal Management Agreement & Contract Between Mr.
Dymtrow and Artist 's Parents Guaranteeing Artist's Performance.
15.
In or about early March 2003, Mr. Dymtrow, Artist and her Parents met in New
York to discuss the basic terms and parameters of an exclusive personal management agreement,
and a separate contract with Artist's Parents guaranteeing Artist's performance as detailed in the
contract.
16.
Defendants retained the services of entertainment attorney Vivien Lewit, Esq.
C'Lewif') who reviewed and negotiated the EPMA on behalf of defendants over the course of
more than a year.
5

Page 8 The EPMA was signed by Mr. Dymtrow, Artist, and Artists' Parents as her legal
guardian on or about April 5, 2009, but the EPMA was made effective as of March 25, 2003.
Annexed as EXHIBIT "A" is a true and correct copy of the EPMA.
18.
The EPMA provided, in pertinent part, that Mr. Dymtrow would receive a 20%
commission on Artist's gross income as a result of or in connection with Artist's activities in the
entertainment industry during the term of the agreement. It also provided that he would receive
between 10% and 5% commission for his participation in Artist's gross income earned, received,
or credited after the term of the contract in connection with Artist's services and activities
rendered or products created during, or after the term pursuant to contracts (oral or written)
entered into or "substantially negotiated" during the term, including all renewals and extensions.
19.
In addition to and separate and distinct from the EPMA, Artist's Parents also
negotiated and signed an agreement with Mr. Dymtrow whereby Artist's Parents agreed to
guarantee, absolutely and unconditionally, the performance by Artist of all of Artist's obligations
and services detailed in the EPMA. Annexed as EXHIBIT 1113" is a true and correct copy of the
Parents' Guarantee.
C.
Mr. Dymtrow's Significant Efforts to Sharpen Artist's Talent, Manage Her
Career, and Procure Opportunities and Contracts That Furthered Her
Success.
20.
Immediately after verbally agreeing to enter into the EPMA with Artist and the
Guarantee with her Parents (about a year before the agreements were executed), Mr. Dymtrow
began performing his services as agreed. He focused Artist's attention on improving her skills,
worked to create a unique image of Artist that the public would accept, and procured
opportunities and contracts that furthered Artist's career, including a music
development/recording contract with RCA records which was entered into even before the
EPMA and the Guarantee were signed by the parties.
6

Page 9 At the time, and throughout the relationship, defendant Scott Swift gave his
"word" on a "handshake" to Mr. Dymtrow that he would protect Mr. Dymtrow and ensure his
financial stability with Artist, and that Mr. Dymtrow would be paid. Scott Swift's promises were
made verbally and confirmed in writing to Mr. Dymtrow on several occasions. Scott Swift
assured Mr. Dymtrow that there would be no reason to doubt the defendants' commitments.
Andrea Swift also made similar promises.
22.
Relying on defendants' contractual agreement to obtain court approval of Artist's
contract and defendants' assurances, plaintiff became focused and consumed by his efforts on
Artist's behalf instead of pressuring defendants to apply to the court immediately.
23.
Mr. Dymtrow arranged for consultants to help Artist improve her skills
(singing/vocal training, stage performance, branding/imaging/marketing, styling, etc.),
encouraged Artist to write her own songs, educated Artist and her family about marketing,
branding, and imaging to help develop a satisfactory press kit to present to music industry
executives and for press/media coverage, arranged for media coverage, identified and negotiated
a national marketing and advertising campaign with Abercrombie & Fitch, and scheduled
meetings with recording companies in New York and Nashville (including Arista Records
Nashville, BNA Records Label, Capitol Records Nashville, Dreamworks Nashville, Eve
Records, RCA Records Label, Warner Brothers Records, and Warner Brothers Nashville).
24.
Through Mr. Dymtrow's reputation in the music business and access to top-level
music executives, he was able to secure many opportunities for Artist. In fact, due in significant
part to her young age, not one major record label would even meet with Artist before Mr.
Dymtrow agreed to represent her. Mr. Dymtrow initiated meetings with prominent members of
the entertainment industry on behalf of Artist in order to promote her career.
7

Page 10 By way of example, Mr. Dymtrow's effort, vision, reputation, and contacts in the
music, fashion, recording, television, and film industries enabled him to secure the following
opportunities for Artist:
a.
In or about April 2003, Mr. Dymtrow secured a performance for Artist at
the Florida Musical Festival. Mr. Dymtrow arranged for Artist to perform
on the single VIP stage alongside established artists and before major
record label executives who attended the musical festival.
b.
Within just a few months of entering into the EPMA, Mr. Dymtrow
scheduled several showcase performances for Artist in New York City
venues and exposed her to several record label executives.
C.
Within six months of meeting Mr. Dymtrow, he. arranged meetings with
executives from Warner Brother Records and Jive Records in New York,
and introduced Artist to these executives and arranged for her to showcase
her talent and perform for them in person.
d.
In or about June 2003, Mr. Dymtrow scheduled meetings for Artist with
executives of record labels , agents, and music publishers in Nashville,
Tennessee and accompanied Artist during a pre-arranged week-long
showcase of Artist's talent.
e.
As a direct result of Mr. Dymtrow's efforts, persistence, and follow-up
conversations and emails with various executives at RCA on behalf of
Artist, RCA offered Artist an artist development recording contract. After
extensive negotiations between RCA and Mr. Dymtrow and Artist's
attorneys, Artist entered into a contract with RCA.
8

Page 11 Mr. Dymtrow contacted RCA's A&R Department and requested a list of
all of the publishers with whom RCA planned on having Artist meet. Mr.
Dymtrow requested this information so that he could personally conduct
research on all of the publishers to find out which company best suited
Artist and met the goals and expectations Mr. Dymtrow and Artist had set
for Artist.
g.
On or about July 21, 2003, Mr. Dymtrow and Artist met with the President
of EMI Music Publishing to evaluate and review potential publishing
opportunities for Artist.
h.
Mr. Dymtrow arranged for Artist to perform at many venues including
"America's Camp" (also known as "Rudy Giuliani's Camp"), and
"Britney Spears' Camp for the Performing Arts" for two consecutive
years. These venues enabled Artist to perform alongside recognized
performers and exposed Artist to these performers' fan bases.
i.
In or about October 2004, Mr. Dymtrow secured and negotiated The
Exclusive Songwriter Agreement between Sony/ATV Publishing and
Artist ("Publishing Agreement") which secured publishing rights to
Artist's music compositions. The Publishing Agreement was made
effective November 1, 2004, but signed by Artist and her Parents on
January 20, 2005. Annexed as EXHBIT "C" is a true and correct copy
of the Publishing Agreement.
26.
In most of the public performances that Mr. Dymtrow arranged for Artist, Artist
was usually the only featured "rising star." In other words, Mr. Dymtrow secured for Artist the
9

Page 12 opportunity to perform alongside established artists who were already recognized in the music
business. This enabled Artist to establish herself as a serious musician and credible songwriter,
and to be exposed to the audiences of established talent; thereby accelerating Artist's ability to
develop her own fan base.
27.
Mr. Dymtrow's efforts transcended the music industry and included exposing
Artist to the fashion, television, and film industries, and created opportunities for Artist that
contributed to her success. By way of example, Mr. Dymtrow's effort, vision, reputation, and
contacts in the entertainment industry enabled him to secure the following opportunities for the
Artist;
a.
On or about April 4, 2004, Mr. Dymtrow secured for Artist her appearance
in the national Abercrombie & Fitch advertising campaign entitled "Rising
Stars." Mr. Dymtrow's efforts enabled Artist to participate in the
Abercrombie and Fitch ("A&F") campaign without an audition. Mr.
Dymtrow negotiated Artist's involvement with the campaign in a way that
showcased Artist as a singer/songwriter/musician. Artist's photograph
and biography appeared in A&F's Fall 2004 magazine. In addition,
Artist's photograph hung as a mural on A&F store walls across the
country.
b.
Artist's participation in the A&F Rising Stars advertising campaign was
secured and negotiated by Mr. Dymtrow, and memorialized in the Talent
Services Agreement with Abercrombie and Fitch Merchandising & Design
Co. ("A&F Agreement"). The A&F Agreement was executed by Artist
10

Page 13 and Andrea Swift in or about April 24, 2004. Annexed as EXHIBIT "D"
is a true and correct copy of the A&F Agreement.
C.
In or about June 2004, Mr. Dymtrow negotiated a contract for Artist with
Maybelline Cosmetics for their "Chicks With Attitude" music compilation
CD. Artist was the only country music artist featured on the CD. Mr.
Dymtrow was able to negotiate with Maybelline for the CD to contain one
of Artist's original songs and her photograph.
d.
Mr. Dymtrow scheduled two screen tests for Artist-one with Nickelodeon
television, and one for 20`x` Century Fox's film Flicka, staring Tim
McGraw.
C.
In August and in October 2004, Artist appeared in Vanity Fair magazine.
Her career was highlighted in other magazine and newspaper articles
about her.
D.
Mr. Dymtrows' Significant Efforts to Procure a Recording Contract with Big
Machine Records and a Talent Representation Contract with Creative
Artists Agency for Artist.
28.
Mr. Dymtrow "shopped" Artist to major record labels including , but not limited to
Capitol Records, Universal Music Group, Curb Records , and Warner Brother Records, and
invited executives from these labels, as well as other entertainment executives and professionals,
to attend Artist's showcase at the Blue Bird Cafd.
29.
In or about October 2004 , Mr. Dymtrow had a "press-package" sent to Artist's
current record label owner, Scott Borchetta (`Borchetta"). Mr. Dymtrow called and also invited
Borchetta, who was an executive with Universal Music Group at the time, to Artist' s Blue Bird
Cafe showcase, and arranged to set up a meeting with Borchetta before the showcase. Upon
11

Page 14 information and belief, Borchetta heard Artist's music for the first time after Mr. Dymtrow had a
demo sent to him.
30.
Upon information and belief, Borchetta was the Executive Vice-President for
Universal Music Group at the time.
31.
On or about November 1, 2004, Mr. Dyrntrow traveled to Nashville to visit major
record labels and attended Artist's showcase at the Blue Bird Cafe. Mr. Dymtrow met with
executives at Warner Brother Records and Capitol Records , and with Borchetta, and others to
update them on Artist's career, discuss Artist ' s potential and marketability, and the prospect of a
record contract.
32.
In or about late 2004/early 2005, Borchetta told Mr. Dymtrow he was leaving his
position at Universal Music Group to start his own independent record label, and that Borchetta
wanted Artist and Mr. Dymtrow to be part of his plans.
33.
On or about January 26 , 2005 , Mr. Dymtrow again met with Borchetta to discuss
Borchetta ' s continuing interest in Artist and Mr. Dymtrow ' s ideas and plans for making Artist a
big star and signing her to a second record contract.
34.
On or about March 7, 2005, Borchetta issued a press release that he was leaving
Universal Music Group to start his own record label.
35.
At or about that time, Mr. Dymtrow began negotiating terms and conditions of a
record contract with Borchetta who, based on Mr. Dymtrow 's efforts on behalf of Artist,
expressed the desire to sign Artist to his new record label and offer her a lucrative record
contract with Borchetta's new label Big Machine Records. These contract negotiations between
Mr. Dymtrow and Borchetta continued over the course of the next several months.
12

Page 15 Mr. Dymtrow worked closely with Borchetta to ensure that Artist would get the
most favorable record contract terms. In fact, on several occasions Mr. Dymtrow and Borchetta
discussed the contract terms and conditions in detail.
37.
On or about July 12, 2005 Scott Swift told Mr. Dymtrow that Scott Swift was
terminating his professional relationship with Mr. Dymtrow. It was not until on or about August
1, 2005 that Artist, through her lawyer, sent a letter purporting to disaffirm the EPMA with Mr.
Dymtrow.
38.
Upon information and belief, Scott Swift held up the signing of the Big Machine
Records record contract until after Artist disaffirmed the EPMA with Mr. Dymtrow in order to
deprive Mr. Dymtrow of his just compensation.
39.
Upon information and belief, Artist signed her record contract with Big Machine
Records within a few weeks after Artist disaffirmed the EPMA with Mr. Dymtrow.
40.
In addition (and before the EPMA was disaffirmed), Mr. Dymtrow pursued talent
agency opportunities for Artist, including opportunities with Creative Artists Agency's ("CAA")
Nashville and Los Angeles offices.
41.
In particular, Mr. Dymtrow explored opportunities to convince CAA to represent
Artist. To that end, Mr. Dymtrow met with CAA executives on several occasions; and with
defendants' knowledge and encouragement, discussed CAA's representation of Artist. These
negotiations occurred at or about the same time that Mr. Dymtrow was negotiating Artist's
record contract with Borchetta and Big Machine Records.
42.
Mr. Dymtrow worked closely with CAA to ensure that CAA would agree to
represent Artist, and that Artist would get the most favorable talent contract terms possible with
13

Page 16 CAA. In fact, on several occasions Mr. Dymtrow and CAA executives discussed the contract
terms and conditions.
43.
In addition, Mr. Dymtrow arranged for CAA to give Artist the exclusive Nancy
Drew film script for Artist to read for a possible role in the film.
44.
In June 2005, CAA offered to sign Artist as their client.
45.
Upon information and belief, Scott Swift held up the signing of the CAA contract
until after the EPMA was disaffirmed in order to deprive Mr. Dymtrow of his just compensation.
46.
Upon information and belief, Artist signed her talent contract with CAA within a
few weeks after Artist disaffirmed the EPMA with Mr. Dymtrow.
47.
During the period of negotiations with Big Machine Records and CAA (and prior
to the disaffirmation), defendants encouraged Mr. Dymtrow to continue to be in contact with
Borchetta and CAA and to negotiate the best contract terms for Artist. Defendants constantly
assured Mr. Dymtrow (both verbally and in writing) that they recognized and appreciated his
efforts on behalf of Artist and that they would continue to support him and his efforts to
maximize Artist's potential and manage her career . Defendants assured Mr. Dymtrow they
would protect his interests and reward his efforts in accordance with the EPMA.
48.
In fact, Scott Swift exemplified his promise of a long-term relationship with Mr.
Dymtrow in several ways, including by seeking to procure an insurance policy on the life of Mr.
Dymtrow for the benefit of defendants.
E.
Defendant Scott Swift' s Interference With the EPMA and Its Resultant
Disaffirmance.
49.
Upon information and belief, in or about May 2005, Scott Swift began to
systematically and wrongfully discredit Mr. Dymtrow's efforts on behalf of Artist, and interfere
14

Page 17 with Mr. Dymtrow's management of Artist, including threatening Artist to disaffirm her EPMA
with Mr. Dymtrow, or else lose all economic support from him for her career.
50.
Scott Swift engaged in a concerted effort to create a division between Mr.
Dymtrow and Artist so as to deprive Mr. Dymtrow of the benefits of the EPMA and of oral and
written promises made to him by defendants, with the intent to deprive Mr. Dymtrow of the
compensation to which he was justly and equitably entitled.
51.
Prior to inducing his daughter to terminate Mr. Dymtrow's management, Scott
Swift requested of Mr. Dymtrow and obtained Mr. Dymtrow's plans and goals for Artist and
contacts he was relying on to continue Artist's success. Scott Swift did this to obtain leads from
plaintiff without compensating him for same.
52.
For example, on or about July 5, 2005 (and prior to disaffirmation), Scott Swift
demanded that Mr. Dymtrow immediately draft approximately nine (9) different business plans
to chart the course of Artist's career for the next five (5) years. Mr. Dymtrow provided that
information as requested.
53.
The following day, Mr. Dymtrow was asked by Scott Swift about who owned
Artist's master recordings. While not known to Mr. Dymtrow at the time, this request was done
to begin usurping control from Mr. Dymtrow.
54.
On or about July 8, 2005, Mr. Dymtrow gave Scott Swift an outline of expected
occurrences for Artist over the next few months in response to Scott Swift's July 5 demand.
That same day and at Scott Swift's insistence, Mr. Dymtrow also gave Scott Swift a brief
breakdown of the deal points and expectations that were recently negotiated with Borchetta.
15

Page 18 At or around that time, Scott Swift, insisted that Mr. Dymtrow put together a list
of record contract demands in case Borchetta was willing to give Artist "any" contract terms she
demanded.
56.
Upon information and belief, Scott Swift requested the information provided by
Mr. Dymtrow intending that Mr. Dymtrow would be terminated as manager and denied the
benefits of his agreements with defendants. Moreover, Scott Swift took the information and used
it to further negotiate on behalf of Artist opportunities procured by Mr. Dymtrow.
57.
Upon information and belief, defendant Scott Swift designated himself Artist's
manager after the EPMA was disaffirmed and used all of the information provided by Mr.
Dymtrow to defendants' economic advantage.
58.
On or about July 11, 2005, Mr. Dymtrow and Borchetta scheduled meeting times
for Mr. Dymtrow's trip to Nashville the following day in anticipation of further negotiating the
terms of the Big Machine Records record contract. In fact, arrangements had been made to
schedule a photo shoot for Artist to promote and market her as the new artist signed to Big
Machine Records. The photos to be taken were intended to be used for Big Machine's website,
Artist's official website, images for the first music single cover, music album artwork, and
merchandise artwork.
59.
Mr. Dymtrow arrived in Nashville the following day and drove to defendants'
home as was typical. Mr. Dymtrow had several meetings scheduled during the trip, including
one with Borchetta and one with representatives of Sony/ATV.
60.
Shortly before Mr. Dymtrow's meeting with Sony/ATV, Scott. Swift informed
Mr. Dymtrow that Mr. Dymtrow was not permitted to attend the Sony/ATV meeting. After Mr.
Dymtrow questioned Scott Swift as to why he was not permitted to attend the meeting that he
16

Page 19 had scheduled, Scott Swift, in the presence of Andrea Swift (Artist was in her bedroom at the
time), told Mr. Dymtrow that Scott Swift was terminating their professional relationship with
Mr. Dymtrow.
61.
Upon information and belief, Scott Swift prevented Artist from attending the
meeting between Mr. Dymtrow and defendants Scott Swift and Andrea Swift.
62.
Scott Swift said the termination would be "temporary for the next few months."
Scott Swift explained to Mr. Dymtrow that Scott Swift would assume the role of manager of
Artist from that point on and handle the management duties for Artist, and that Artist would seek
Mr. Dymtrow's services in the future as needed.
63.
Scott Swift explained that the reason for the termination was because defendants
expected that Mr. Dymtrow would move to Nashville to be close to Artist, and since Mr.
Dymtrow would not do that, Scott Swift needed to terminate his services.
64.
After his termination, Andrea Swift and Artist asked Mr. Dymtrow to have dinner
with them so that they could explain what had just happened. During the drive to the restaurant,
Artist informed Mr. Dymtrow that she did not want to terminate her relationship with Mr.
Dymtrow but that her father threatened her and that that she would have to "choose between
(her] father and (Mr. Dymtrow]."
65.
Artist continued to explain to Mr. Dymtrow that her father threatened to cut-off
any economic support related to her career advancement if Artist did not agree to disaffirm the
EPMA with Mr. Dymtrow. Andrea Swift confirmed what Artist told Mr. Dymtrow. Both Artist
and Andrea Swift blamed Scott Swift for forcing the termination of Mr. Dymtrow upon them.
66.
It was not until on or about August 1, 2005 that Artist, through her lawyer, sent a
letter purporting to disaffirm the EPMA with Mr. Dymtrow.
17

Page 20 Upon information and belief, defendants intended to gain the benefit of Mr.
Dymtrow's services without compensating him in accordance with the EPMA.
68.
At no time did defendants offer to compensate Mr. Dymtrow for unpaid services
he rendered to Artist, despite demands for same made by Mr. Dymtrow.
69.
Scott Swift wrongfully interfered with Artist's professional relationship with Mr.
Dymtrow.
70.
Although Sig Machine Records has assigned a "manager" to Artist, upon
information and belief, defendant Scott Swift remains Artist's de facto exclusive personal
manager to this day.
71.
Upon information and belief, Artist does not pay an industry-standard 20%
exclusive personal manager commission to a personal manager.
AS FOR THE FIRST CAUSE OF ACTION
(Taylor Swift, Scott Swift, and Andrea Swift)
(Unjust Enrichment - Quasi Contract - Quantum Meruit Claims)
72.
Mr. Dymtrow incorporates by reference all paragraphs of this Complaint, as if
fully set forth herein.
73.
A professional relationship existed between Artist and Mr. Dymtrow and Parents
and Mr. Dymtrow, whereby Mr. Dymtrow was to perform managerial services for Artist and
Parents in exchange for compensation.
74.
From in or about early 2003 to in or about July 2005, Mr. Dymtrow performed
managerial services for Artist and Parents, for their benefit, with the mutual understanding that
Mr. Dymtrow would be compensated for his work. At the time that all the services were being
performed and provided by Mr. Dymtrow, defendants knew that Mr. Dymtrow was performing
such services and encouraged such performance, and that he expected to be paid for same.
18

Page 21 Over the course of a two-and-one-half-year period, defendants encouraged Mr.
Dymtrow to continue to engage in significant efforts to further the career and reputation of Artist
and repeatedly told him that he would be justly compensated per the terms of the EPMA and the
Parents' Guarantee for those efforts and that his interests under the EPMA and the Parents'
Guarantee would be protected.
76.
Defendants have benefited and been enriched from Mr. Dymtrow's efforts in
furtherance of Artist's career and fame, and the circumstances make it unjust, in equity and in
good conscience, for the defendants to profit from the use of Mr. Dymtrow's efforts without just
compensation,
77.
Mr. Dymtrow was the efficient producing cause of Artist's various agreements.
78.
While Artist may have had a right to disaffirm the EPMA, Mr. Dymtrow is
entitled to the benefit of his efforts, and Artist can not be unjustly enriched. Mr. Dymtrow is
entitled to the reasonable value of services which, for all intent and purposes, is the same as that
which was provided in the EPMA. Mr. Dymtrow is entitled to quantum meruit.
79.
Mr. Dymtrow fully performed any and all of his obligations under various oral
and written agreements and was the efficient producing cause of Artist's various agreements.
80.
Defendants have failed to compensate Mr. Dymtrow for the reasonable value of
his services, despite demand for payment of same.
81.
Had Mr. Dymtrow not been occupied with efforts to promote and advance Artist
and her Parents, he would have directed those efforts, time, and energy profitably on behalf of
other clients.
82.
As a direct and proximate result of Defendants' failure, Mr. Dymtrow has been
damaged and he is entitled to quantum meruit reasonably due for his services.
19

Page 22 AS FOR THE SECOND CAUSE OF ACTION
(Andrea Swift and Scott Swift)
(Breach of Contract)
83.
Mr. Dymtrow incorporates by reference all paragraphs of this Complaint as if
fully set forth herein.
84.
Defendants Andrea Swift and Scott Swift negotiated and entered into a valid and
binding contract with Mr. Dymtrow wherein they agreed to guarantee, absolutely and
unconditionally, the performance by Artist of all of Artist's services as expected and as set forth
in the EPMA, and to indemnify and hold Mr. Dymtrow harmless from any act, error, or omission
of Artist in the performance of Artist's services under the EPMA.
85.
In exchange for defendants Andrea Swift and Scott Swift agreement to guarantee
that Artist would perform as expected and set forth in the EPMA, Mr. Dymtrow agreed to act as
Artist's manager and engage in efforts to advance Artist's career, including the use of Mr.
Dymtrow's proprietary business contacts and connections to secure for Artist the many
opportunities to promote her image and music.
86.
The Parents' Guarantee constituted a binding contract supported by good and
valuable consideration.
87.
Upon information and belief, within a few weeks of disaffirming the EPMA,
Artist executed a record contract with Big Machine Records, a contract with CAA, and other
contracts each of which were initiated by and negotiated through Mr. Dymtrow, with materially
similar terms.
88.
Despite Mr. Dymtrow demands, Defendants thereafter failed and refused to pay
Mr. Dymtrow his percentage gross income of these contracts.
89.
In addition, Mr. Dymtrow is entitled to other fees related to other opportunities
and contracts entered into during the term or related to contracts substantially negotiated during
20

Page 23 the term, including the Sony/ATV publishing contract, the CAA Agency Agreement, the Big
Machine Records record contract, and other agreements entered into during the EPMA term or
substantially negotiated during the term. These fees are due and owing to Mr. Dymtrow by
defendants.
90.
In 2005, defendants purported to terminate the EPMA and Parents' Guarantee
without paying Mr. Dymtrow his percentage of other monies due and owing to him. Defendants'
purported termination constituted a separate material breach of the parties' agreements.
91.
Mr. Dymtrow has complied with his obligations under the EPMA and Parents'
Guarantee.
92.
As a result of Defendants Andrea Swift and Scott Swift's breaches of the Parent's
Guarantee, Mr. Dymtrow has been damaged in an amount to be determined at trial, plus interest.
AS FOR THE THIRD CAUSE OF ACTION
(Andrea Swift and Scott Swift)
(Promissory Estoppel and Estoppel in Pais)
93.
Mr. Dymtrow incorporates by reference all paragraphs of this Complaint as if
fully set forth herein.
94.
Defendants Andrea Swift and Scott Swift clearly and unambiguously promised, in
words and in action, to guarantee that Artist would perform as expected and as set forth in the
EPMA; and never to engage in any course of conduct that would encourage and/or suggest to
Artist that she should disaffirm the EPMA.
95.
Defendants Andrea Swift and Scott Swift promised Mr. Dymtrow that they would
protect Mr. Dymtrow's economic interests and guarantee that Artist would perform as expected
and set forth in the EPMA.
21

Page 24 Defendants Andrea Swift and Scott Swift reemphasized their promises to
guarantee that Artist would perform as expected and set forth in the EPMA; and promised to
never engage in any course of conduct that would encourage and/or suggest to Artist that she
should disaffirm the EPMA.
97.
The Defendants Andrea Swift and Scott Swift's statements and actions, including
the foregoing statements and actions, have led Mr. Dymtrow to believe that they promised to
guarantee that Artist would perform as expected and set forth in the EPMA; and to never engage
in any course of conduct that would encourage and/or suggest to Artist that she should disaffirm
the EPMA, and led Mr. Dymtrow to conduct his business and efforts on the basis of such belief.
98.
Mr. Dymtrow reasonably relied in good faith on defendants Andrea Swift and
Scott Swifts promises and conduct; and in such a manner as to change his position for the worse,
including by expending substantial efforts over nearly two-and-one-half years in building,
managing, and maintaining Artist's career and success.
99.
The application and attendant consequences of the preclusion do not cause
detriment to a wholly innocent person.
100.
The Parents are thereby precluded from asserting rights which night have
otherwise existed at law and in equity.
101.
The Parents' breach of their promises while obtaining the benefits of Mr.
Dymtrow's efforts should equitably estop then' from denying to Mr. Dymtrow the benefit of his
efforts. Mr. Dymtrow is entitled to the benefit of his bargain based on estoppel theories.
22

Page 25 AS FOR THE FOURTH CAUSE OF ACTION
(Scott Swift)
(Tortious Interference with Prospective Economic Opportunity)
102.
Mr. Dymtrow incorporates by reference all paragraphs of this Complaint as if
fully set forth herein.
103.
Mr. Dyintrow had an ongoing business relationship with Artist and solicited and
obtained opportunities for Artist related to her success as a singer/songwriter and teen country
music artist. Defendants Andrea Swift and Scott Swift are well aware of such relationships and
opportunities.
104.
Defendant Scott Swift's activity and inducement of Artist to disaffirm her EPMA
has been undertaken intentionally and willfully. These actions, including threats ending all
economic support of Artist, are illegal and have wrongfully interfered and continue to interfere
with Mr. Dymtrow' s business relationships and opportunities related to Artist.
105.
Defendant Scott Swift was well aware that harm to Mr. Dymtrow would
proximately result from their actions.
106.
Defendant Scott Swift intentionally procured Artist's breach of the EPMA by
encouraging and inducing Artist's refusal to perform under the EPMA, or otherwise breaching
the EPMA.
107.
Defendant Scott Swift's actions were done solely to harm Mr. Dymtrow or were
done by dishonest or unfair means . His actions were willful, malicious and/or fraudulent.
108.
Mr. Dymtrow has been damaged as a direct result of Defendant Scott Swift's
tortious conduct in an amount to be proved at trial, exclusive of interest and punitive damages.
109.
Artist would not have disaffirmed the EPMA were it not for her Scott Swift's
willful and wrongful interference.
23

Page 26 AS FOR THE FIFTH CAUSE OF ACTION
(Breach of Implied Covenant of Good Faith and Fair Dealing)
(Andrea Swift and Scott Swift)
110.
Mr. Dymtrow incorporates by reference all paragraphs of this Complaint as if
fully set forth herein.
111.
The covenant of good faith and fair dealing is implied in every contract.
112.
The covenant of good faith and fair dealing inherent in the Parents' Guarantee
barred Andrea and Scott Swift from threatening, encouraging, and/or inducing Artist's refusal to
work with Mr. Dymtrow and disaffirmation of the EPMA. By reason of Parents wrongful acts
and conduct, including encouraging and inducing that refusal by Artist, Andrea and Scott Swift
breached that covenant, and therefore committed a material breach of the Parents' Guarantee.
113.
Andrea and Scott Swift breached the covenant of good faith and fair dealing and
unfairly frustrated the agreed common purpose of the EPMA and the Parents' Guarantee,
disappointed Mr. Dymtrow's reasonable expectations, and thereby deprived Mr. Dymtrow of the
benefits of the EPMA and the Parents' Guarantee.
114.
As a result of Defendant's breaches of the implied covenant of good faith and fair
dealing, Mr. Dymtrow has been damaged in an amount to be determined at trial, plus interest.
PRAYER FOR RELIEF
WHEREFORE , Plaintiff DANIEL DYMTROW demands judgment against defendants
TAYLOR SWIFT, ANDREA SWIFT, and SCOTT SWIFT, jointly and severally, as follows.
1.
For compensatory, consequential, and incidental damages against all defendants
according to proofs at trial and interest;
2.
For punitive damages against Scott Swift in an amount to be determined at trial;
24

Page 27 For an accounting of any and all Taylor Swift's past and future gross income from
any and all contracts entered into or substantially negotiated during the term of Mr. Dymtrow's
Exclusive Personal Management Agreement with Taylor Swift;
4.
For reasonable attorneys' fees and costs of suit incurred in connection with this
commencement and prosecution of this action; and
5.
Such other and further relief as the Court may deem just and proper.
JURY DEMAND
Mr. Dymtrow hereby respectfully requests that this action be tried before a jury.
Dated:
New York, New York
December 14, 2007
By
Fernando M. Pinguelo, Es
875 Third Avenue
18th Floor
New York, NY 10022
Telephone: (212) 808-0700
Facsimile : (212) 808-0844
Vivek V. Gupta, Esq. (VG-9794)
GUPTA LEGAL, PLLC
14 E. 4"' Street, Suite 803
New York, New York 10012
Telephone: (917) 686-4954
Facsimile: (646) 356-6901
Attorneys for Plaintiff
Daniel Dymtrow
Dated: December 14, 2007
New York, New York
25

Page 28 m
x
a

Page 29 Case 1:07-cv-11277-RJS Document11-2 Filed 03/21/2008 Page 2of12
Enfubtt A

Page 30 . ORIGINAL
: Dan D]ymtrow
155'East 73'd Street, #510
New York. NY 10010
Mamh 2S, 2003
Taylor Swift
78 Grand View Blvd.
Wyomissing, PA 19609
Re: Exclusive Personal Manages mk Agreement
Dear Taylor ,
7111-fbilowing, when signed byyou (referred to hereinas"Ar dst"j and I ("Manager" ), will constitute
a cornplcte and binding agreetuent between Artist and Manager with respect to Artist's engagement of
Manager as Artist's exclusive personal manager on theterrns and conditions contained herein:
1_
Territnrv:
2.
&Dope ofAjEct gcrja Activrh'es•
The World ;
t
l
(a)
ManagershalI beA isescxelusivepersonalmanagerhithe "EntertaitmtadIndustry
(as defined below) and Manager stud] core
with, counsel and advise Artist in all matters and activities
pertaining to Artist`s career is the E^tertairiruent Industry.
(b)
Artist shall promptl advise Manager ofall viable offzrs ofemploymesit, and of all
inquiries concerning Artist's career, so drat
age, may oo, nsult with and advssc Artist whcthar same arc
cotnpatble Frith Artist's ewer,. Notwithstanding the foregoing, but except as spee^'caily provided for
heieinbelow, Manager shall not commit 14s^ist or acdept any such employment oils an Artist's behalf, "
without-Artist's prior writt= approval.
^
3.
Term:
(a)
The term of this A '
eat (the "Term') sball be for a period commencing upon
the date hereof, and ending upon tl I
oil ofthe "Second Alb %.m Cycle?, which for purposes of this
Agreement shall be deemed to be the later of (x) sb4 (60) days after the cornpletion of all personal
appearances and ccr=its performed by Asti tin coamection vAthhocseeond-albuen recorded fcyllowing the
date hemof (tlie "Second Albion"), and 6-) t6watck that Ard% commences greTwductiion activities for the
nen stusceeding album embodying newly iv6ded studio perfonnancses ofArtistm be delivered to Artises
record company after the delivery of the S.
Album (such album is refcrrcd to herein as the `Ihird
(b)
Notwithsiandiag as rtfsing to the eoubuy coataiued-herein, Artist strap have the
ager if within eigletoea (19) nwn(bs frorn the cominenceruent
right to terminate the Term by notice tot
date hereof (toe "18 Montle Period"), Alias ant cantmz^ l into, an agreement far ?artist's services w a
[3'^.taiA^➢tG1DulTllTsylwS^xiftltay;omtm^agcurtnt4.vrpd
t

Page 31 recording artist with a major U.S. record C^ rnpany or with a record label distributed by a major record
company (the major record companies as of the date hereof being Sony Music, Inc., the record companies
compromising the WEA Group, EMG Records, EMI, and the record companies comprising the Universal
Music Group). Such notice of termination , alordw to be effective, must be sent by Artist to Manager not
later than sixty (60) clays following the end pf the 18 Mondt Period.
4.
Maear;er's Coerrmission:
(l)
(a)
euin9 the term. Manager shall be entitled to receive from Artist, twenty
(20%) percmt (the "Feen) of Artist's "GrossiIncorne" as a result of or in connection with ArtisCs activities
in the Entertainment lndwtry during the Terse.
(2)
Notwit#hstandinganytliingtothecontraryabove..M anagoesparticipationin
Artisfs Gross income carried, received or credited after the Terre in connection with Artist's servivz and
activities rendered or products created derink orafter the Tents pursuant to contracts or agresrnents (oral or
written) entered into orsubstantially.negatia ed during1hoTerm , including any and all renewals, extensions
rnodifrcat bas;substitutions, aced additions t*risto, shall continua for aperiod offour(4) years foifowing the
expiration or tentsirr on of the Term hereof (the "Post Torn Period "), and shall be as follows:
Post= 'erm Years
!l &2
3
4
(b)
Fee
106 of the Gross Income
7-5 % of the Gross Income
_"YQ of the Gross Yncoma
As used in this Agree^ ement,
(1)
"Entertainment industry" includes , without limitation, all services and
activities in -such fields of cadeavoi : as phonograph records (ittdlnding but not limited to recording and
production ), transcriptivns,musical andlor drarriatrc perforrnancex,suing, radio , television, mrotti pictures,
music, publishing, personal appearances, co eerts, road shows, tours, raft and cabaret performing, hotel,
restaurant and private function pecforrning, literary and theatrical engagements, radio and television
cowmcrr, ials; commercial merctmndisirig e6dorsemmts and tiro-ins and for all and any other media of
entertainment for which Artist may be or tecorne gaWified; and the sale, lease or outer disposition of
rnusccalE, lit wwy, drarnatic.orotncr arrdstie. material-which Artistmay. create- compose-yr ka or collaborate,
directly or ind'rroctly, in whole or in part in. is W and all fields ; and any act, unit or package sh ow of whitch
Artist may be the ow aar or part owner, directly or indirectly: and
"Gross Inca' e'rshall mean all forces of income , p*inen% considm Lion,
(2)
compensation, sums, emolaments or any oth thing of monctwj value, including, salaries, advances, fees,
royalties, bonuses, gills- shares of receipt, stock and stook options paid to credited to, or received by Artist
(or any corporation, parWership, or otfier entity in which Artist has an interest, regardless of by whom
procured) as a resuItofA rises activities in alrrd throughout the "Entratainruent, Industry" . Notwithstanding
th$foregoing, Gross Income droll not includd (such excluded monies are sometimes referred to herein as the
"Excluded Portion of Gross Income"):
t
monies paidtoArtrsttwderarecordingagmem utusedtopayachral
C)
hording and psoduetian costs (includ ing ones paid to third party producers and 'third party mixers) of
Artist's master recordings and audiovisual i tics;
x3.'W^Q^.. c- ee1D.tMTaytot5w18^}^aaimagern^nr4 .wpd. _
2

Page 32 (i's)
any mantes paid w ArtiStasreimbursementforso-called'"soundand
lights" in connection with lure engagements;
commissions paid to booking agents (not to exceed tae (100K)
.
percent);
(iv)
hitheeventArtistindependently manufac€uresmerchandise relat^ed
to Artist's activities withintheEntertainment iridustry, anydirect andactualout of-pocket expensesdirecily
incurred by Artist andlor paid to third parties (excluding, however, third-party commissions) in connection
with merchudise directly manufactured bylArtisi;
an$ income derived by Artist from any business investment
(v)
entrepreneurialactivities arod=non-entertainmentrelatodactivities pro Videdh6weverthat income derived
from the writing or co-writing of books or other publications shall be considered Grass income hereunder;
(vi)
iMpmc derived from agreements substantially negotiated and
entered into after the expiration or teri ;ninatiixe ofthe Term . In this connectia% all agreements substantially
negotiated duringtheTer+n and conscunmatedwitltin-lbree(3) manths -thereaftershall be deemed entered into
during the Ten-h;
(vii)
allitursiapublishingincomceamedbyArtistbutretainedbyorpaid
to third parties, including, without limhatibn, songwriter' royalties payable to co-writers and publishing
company administration fees;
(viii} payments to Artist under a recording agreorucat in the nature of
reraupabledeficittour support payments to the extent that such-payments are actually used byArtist for such
purpose; and
(ix)
in-6onnection with liveperforrnauccs where rnoniespaysbletb Artist
incl demonies payableto a so-called "openingaed" (provided UW Artist is notthe opening act), such monies
as Artist pays to such opening act.
All Gross Inoorne shall be paid to and collected by an accouatar ty gocounting firra
(c)
or business manager (the "Accountant") selected by Artist in consultation with Manager. ArtUtwill rauso
the Acc ountartttoaccountfnrand pay to Muir ager all monies payable to Manager herein . Nfinagershall have
the right to reasonable inspections of the Arfisty mW Aecountwfs books acrd records in order to verify the
accuracy of such ace vuutings. Managees Foe siiall -be paid to Manager within fourteen (14) days following
Accotrntsrnt's (or Artist's) rcoeiptof the Gross Income to which such Fee relates.
E
5.
-
Irfsagger'x Rower of Att+ fpme-
Artist:hereby irrevocably authorizes andappoints Manager as Artisfstrue and lawful agent
and nttnmey4n-fact solely for the pocposts of appr axing and permitting the use of Artist's name (actual
and professional), photogwphs, likenesses, and the like which have been previously approved by Artist for
purposes of advertising and promotion of any and all of Artist's products and services & to sage documents
on Artist's behiLlf for Artises live musical performance services of no loager than two (2) nights.
6.
Wanagees ©ntside Acti+vitiPS:
(a)
x.
The putics hereby acknowledge that from time to time during the Tarn hereof,
tottCCIDA rrra}i«sWIawyra-a*S C
w wr,a'
3

Page 33 Manager or other persons or entities PAU areowned and/or corrtralW by Matrager,or(ii) that, own and/or
control Manager, or (iii) that are in common ownership and/or control with Manager ("Manager's
Affiliates"), may package an entertainment program in which Artist is engaged or may act as the entrepreneur
orpromoter ot ah entetiainhiRentproararn in vs hich Astistisengaged , or may engage Artistin connection with
the recording and/or production of phonograph xocords, ores a songwriter, co¢aposer, arranger or otherwise
in connection with the creation of Literary or musical works. Any such activity on the part of Manager or
Manager's Affiliates steal I not (A) eonstitutza breach ofthis Agreement or of Manager ' s fiduclaryobligadons
and duties to Artist, or (B) in any way a .fl' ct Manager's right to its fee hrreunder except as set forth in
paragraph 6(b).
(b)
Manager shall not tie entitled to its fee from Artist in connection with any monies
or other consideration derived by Artist (i) from any employment or agreement whcrevnder Artist is
employed by Manager (or biManager' s Affiliates) in tvhiclr Manager (or Manager's Affiliates) is acting as
(A) the packager of the entertainment program in which Artist is so employed, or (B) Ani ses music or
literary publisher, ar (C) Artist's record company; or (ii) franc the sale. license or grant of any literary or
rnusical rights to Manager (or to Manager"slAffiliates).
(c)
Solely with respmatosubparagrapth6(b)hereinabove, ArCistunderstandsandagrees
that Manager shall notrender, nor shall Manager be obligated tarender , the personal management services
contemplated in this Agreement With respell to the aforesaid non-comntissianable activities, and in
corntec4ian therewith, Artist shall / have the right to seek and retain independerd advice.
7_
MznaL-ement Exncrhses:
Artist will xeitriburse Mana¢ r for any and all expenses incurred by Manager on Artist's
behalf in connection vvith the activities refetred to in paragraph 1 hereof, provided diet:
I
(I)
expeases;
Artist wil I not ba responsible for any portion of Managees overhead
(2)
Manager-shall not incur any single expense in excess of FiYe Hundred
($580.00) Dollars wh hoot Artist's prior written consent; and
(3)
/Manager slhalt not incur aggregate monthly expenses in excess of Two
Tihousau4^Five Hundred (S2,500.00) Dollars without ArtiWs prior written consent.
8.
W2rr2T%tie9sund Iienh^sehztalions_
(a)
Artist warrmhtsy rgiresmils and agrees that:
(ly
Artist isnotlunderanydisabilit),restriod6norpmhibitionh ofther contractual
or otherwise , with respect to Artist's right1to execute this agreement or to frilly perform its terms and
conditions; and
(2)
Manager'sictivitiesonAttist'sbebalfunderthisagreement wilInotinfringe
upon, violate or interfere-with the rights , w(wther statutory, or otherwise, of any one or more third patties.
(b)
Ma urger warrants, represents and agrees dud Manager is not under any disability,
restriction or prohibition , either coati-actuarl or otherwise; with respect to Mwiager's right to execute this
agreement or to fully perform its terms and conditions.
^w^wrt^«^nnray^^itwaxr^:cawed
4

Page 34 Indemnification:
Artistand Manageraoreeteaxeddoherebyindewnify save andholdtheotherharmless from
all loss, damage and expenses (including reasonable outside att 6mq(s fees) arisingoutaf or connected tsith
any third party claim which shall be inconsistent %%q* any agreement, warranty or representatian made by
Artist or Manager in this agraeement provided satire is reduced to final judgment or settled with the consent
(which consent slight not be unmasonabiy wt I hheid) of the other. Artist and Manager agree to reimbu a the
other, on demand, for any paymelrt made ai any time after the date hereof with respect to guy liability to
which the foregoing indemnity applies. The itademaifying party shall be notified of any such third party
alaitti, action or demand and shall have theri jht, at Ws oik-a ekpense, to participate fn the defense thereof with
counsel of irs own choosing, provided, however. the other par Vs decisioa in conneWwri with the defense
of any such claim, action or demand shall be final.
10.
Cure:
I'lie failure by either party to perform airy of its rnateriai obligations hereunder drill. not be
deetned a beeacV gfthis agreement (and neidier party shall have the right to terminate this xgreetnent) unless
the party alleged to be iii default is given written notice of such failure to perfann and such failure is not
corrected within 30 days from and after receiPit of such notice..
11.
Notices:
All notices pursuant to this agr,muent shall be in writing and'shall be given either by
persorial delivery, registered or certified 'tail (return receipt requested), or facsimile (Urith written
confirmation via first class mail) at the respective addresses herein above set forth or such other address or
addresses as may designated by either party-- All, such notices shall be deemed given hereunder an the data
delivered or faxed, except that a notice of change of address shall be effective only from the date of its
receipt. Copies of all notices to Artist shall be scat to Vivien Lewit, Esq., clo Davis, Shapiro, teivitt,
Montone & [ayes, LLP, 689 Fifth Avenue, 5" Floor, New York, New York 10022,and copies ofall notices
to Manager shall be sent to Ksisti N- Gambler Fsq., cfe Kaplan & Gamble, LLP, 432 Park Avenue South, V
Floor, New Yodc, New York 1003 6.
12.
Addwbasal Provisions:
Artist and Mariag yF
' hereby atk-zowledge and 4gree that M:avager is not an
(a)
omployment agent, theatrical agrut, or limned artists' rmahagcr, and. that Manager has not promised to
proctim employment or angagemetrts for Artist; and dwtManager "shall not be obligated to procure onto
attempt to procure any employment or engahetmeats £orArft hereunder. Artist shaD be soielyrespousible
for paymmt of all necessary commissions to booking or similar agoncins.
(b)
This agreement leas been entered into in the State of New York, and the vslid'tty,
interpretation and legal affeet of this atgreeinent shall be governed by the laws of the State of New York
applicable to contracts entered into and per formed entirely within the State ofNdw York. The NeW Y courts, only, will have jurisdiction of any controversies regarding this Agreement, and any action or oilier
prooeoding which involves stich a controversy will be i rou& in the courts located witliin the State orNew
York, and notelsewhere. Any process in any Wion or proceeding t 6nurienced iri the courts oftlx State of
NewY'ork arising out ofmiy such claim, dispute ,or disagreement; may, among otheirncthods,beserved upon
the parties ofthis Agreetneutby delivering or mailing ti>s same, via registered or cerfified mail, addressed
to the applicable party at the address first ab w written or such other address as Artist or Manager may
'}itiD^r^LOffiatlDAIQII'gwlaSvr^Fi^.tay^fosttian^traud.wp^
^

Page 35 designate pummaut to paragraph 13 hereof. Any suet deliv ery ar mail service shall be deemed to have the
same farce and efEect as personal service within the State of New YorL
(c?
Notwithstanding wing contained herein to the contrail, Arfist has advised
Managerthat Artist is under eighteen ( 18) years of age. Artist shall cooperate wi reasonable requests by
Manager is coeinection with any proceedir^^s Manager may. '^tituta to obt6in ' d icial approval of tit s
Agr
ent. In that regard, Artist hEreb3• consentst+o the establishment of arty trustfttnd or savings plan for
Artist's benefit as the court to which such petition for approval is submitted cal
des just and proper. At any
tmc after Artist reaches the age of eigmem V 8) years (or sua other age as r"y be deemed the age of
nwjority for papaws hereo#). Arty shall; upon h1anagec's request, reaffirm i4 writing the validity and
enforceability of this Agreement. If Manager is unable to vbt' g judicial approval ofthis Agreemrsut, or if
Artist fails to so reaffirm this Agreement within tea (10) days alter Manager's request therefor, Manager
shall have the right (but not the obligation , aad "without limiti ig Manager's othe^ rights And rernedim)to
terminate the Term hereof, in which event Manager shall have' no f ether obligatWns to Artist heremdor
(other than the obligationtapayruyaltiesda, ifany). Artistherebyagteeetocause^rdst'slcgalguandian(s)
to sign the inducement letters/parental agrecsuentattached hereutas F,xlEibir "A".^
(d)
ARTIST MREDY ACXN0W1XDGES THAT SHE HAS SEEN ADVISEM
WENT LEGAL C^UNSEL TO ADVISE
W!1"AGER.OFHER RIGITT TO RETAIN. IN XP='
, AND WHAT ARTIST HAS AVAILED
HER IN COMI`.CTION WITH THIS A
BMM1;F OF SUCH RIGHT OR HAS KNOWIG]`.YAlV>F±D SITCS RT(3IIT5. ARTIST
AG[C OWI.EDG>F•S THAT SIDE HAS NOT BEEN JNFLUENCM ^ TO ANY EX'T'ENT
WHATSOEVER. IN EXECUTL IC TMS AGMEWNT BY ANY RE PRESENTATIONS OR
STATEMENTS W.1TR RESPECT TO AN-Y MATTERS MADE BY MAX+ER OR BY ANY OF
,
Id"AGEWS PRMCWALS OR ENlfPLOYEES.
Very trwy yours,
DAN DY.A'JE'TROW
AECEPTFD AND AGREED TO.
I
Nofteai sou
Qlnd
R. sh"Mr, Notary Fabric
V+^yom+ssiug Sao Seft County
W Cb^mGsiva ^m SepL 2& 2466
^,aiu.^n,
a>^a^anarts
rq, V>4$- G, 2,C0
ti.1 dalbfrkelDAWr:sjtarSwffaybmmoacnv-mfwpd
6
i

Page 36 Scott and Andrea Swift
78 Grand View-Blvd,
Wyomissing, PA 19509
March 25, 2003
Dan Dymb-ow
155 East 23N street, 4510
New YOKkI NY 10010
Dear Dan:
I have been advised that Taylor Swift (hereinafter referred to as "Atfsn has entered into a
management agreement dated as of March 25, 2003 with you ( die "Agreement"). ilacknowledge that I have
rtad and am familiar with the Agreement.
ra consideration of your eutering into the Agmernent with Artist, and as fdrtbar indueemcnt to you
to do so (it being to my benefit that you enter into same}i I hereby agree as foltows:
1.
I ant Artist's legal guardian;
2.
Artist is presently a-minor;
3.
I will cooperate with you and sliall sign such document4 as you rnayreasonably
request in connection with any proceeding to obtain judicial approval of the
I
Agreement;
4.
guarantee, absolutely and unconditionally. the perforTnance by Artist of all of
Artises obligations pursuant to tho Agreement, and shaIi ,,W emnify and hold you
hww.less from any act, error or omission of Artist i n the'perfarntance of Artist's
serv ices and o bli gations anclerthe Agre emenl.
Smrorn to before me this -_ day bf-N_^zt}a `1
Wo
H-.LDmsaKNJ'`xelFUlNCi'aylad^riflltayfomtan^catctii^n'Pd
4

Page 37 4 HaqlyxS
\
i

Page 38 Case 1:07-cv-11277-RJS Document11-2 Filed 03/21/2008 Page 11 of 12
Exhibit B

Page 39 I.;XMr"A-"
Scott and Andrea Swift
78 Grand Vim-Blvd, .
Wyomi ssing, PA 19609
lv Mvh 25, 2 003
Dan Dymtraw
155 East 23w Street, 4510
New York, NY 144 i 0
Dear Dan:
I have been advised that Taylor Swift (Imminafter refcred to as "A qsn has entered into a
management agreement dated as of lWarch 25, 2003 with you (the"Agreemene. )acknowledge that I have
road and am familiar with the Agrccruent.
In consideration of your entering into the Agreement witty Artist , and as further inducement to you
to do so (it being to my benefit that, you enter iota same), 1 hereby agroe as JbIlavvs:
t.
I ant Artist's legal guardian;
2.
Artist is presently &minor,
3.
4.
t
I will cooperate with you and shall sign such documents as you may reasonably
request in connection with any prorect #ing zo of Lain udlcial approval of the
Agreement;
i
t guarantee, absolutely and ut=ndidonally, the performan ce by Artist of all of
Artist's obligations .pprwant to the Agreerncn^, and shaidadernnify and hold you
hwv.less from arty act, errox or r missibo -o f Artist in dlie* rFanuanceof Artist's
serv ices an d o bli gations Under tlxe Agroe 111en l.
Svrrom to before me tbjs _. day of
_Aoo `1
Notary
ti:taaralol!€«1FAtatraytnrswitl^yEozrna^eaFnc^.i+rpa
7
0a.'r4-V-VanaA-s$-
xe oMOM102

Page 40 m
x
6
n

Page 41 Case 1:07-cv-11277-RJS Document11-3 Filed 03/21/2008 Page 2 of 33
= y Aj bit Cs

Page 42 EXCLUSIVE SONGWRITER AGREEMENT
SONY/AN SONGS LLC, doing business as
TREE PUBLISHING CO.
8 Music Square West
Nashville, Tennessee 37203
Doted: November 1, 2004
Ms. Taylor SWif
173 Inlet Drive
Hendersonville , Tennessee 37075
Dear Ms. Swift:
When you sign below under the wards "CONS NTED AND AGREED TO," and
we sign below under the words "Very truly yours ," theloliawing will constitute a binding
agreement between you and as:
1.
GRANT OF RIGHTS
You hereby grant, transfer and assign to us, throughout the world, in .
1.1
perpetuity, but subject to.paragraphs 14 and 15 below, an undivided nlnety.pxmnt._
(90°^ ' rest in and to (1) ail of the musical works heretofore created by you, alone or
to collaboration with others including, but not limited to, the musical works Identified on
x[ ^b_ i# _1 . 1 annexed hereto and made a part hereof, and •(ii) all of the musical works
created by you , alone or In collaboration with others, during the term 4f this agreement
(all musical works encompassed within clauses 0) and {ii) of this sentence being
hereinafter referred -to collectively , to the ektent of your authorship Interest therein, as
rks.1) all copyrights at any and all times secured or existing therein, all rights
id_„,
"Sa
Works
and interests tinder copyright of whatsoever nature or description therein and• thereto,
whether now or hereafter known or in existence , and all renewals, extensions and
reversions of all copyrights therelh . VVIthout limiting the generality of the preceding
sentence , it Is speclfically understood that the rights granted by you to us In respect of
Sold Works include, but are not limited to, the sole and exclusive rights, throughout the
world , In perpetuity; but subject to paragraph 15 below, to exerdae , license and
a oever nd or nature In respect of Said Works,
administer all rights and In
and to collect any and all monies, royalties and fees derived from the exercise of all
" of royalties
rights and Interests therein , excludin o
rights societies on account of public
payable and becoming payable-15j performances of Said Works and, if applicable , other royalties then customarily paid
directly to composers by performing rights societies (MWriter Performance Ro aloes").
1.2 You covenant to make and deliver to us completed manuscripts or
recordings of each of Said Works created M during the Term of this agreement,
• Taylor Swi ft - mAwd1- 11.05
^

Page 43 prQt-nptly after the creation thereof, and (il) prior to the execution of this agreement,
when you sign this agreement , and to simultaneously execute 'and deliver to us an
assignment thereof In the form of Exhibit 1.2 annexed hereto and made a part hereof.
1.3 . Notwithstanding the foregoing , we shall not, nor shall we authorize anyone
else to (i) change the basic melody or fundamental character of Said Works (but we
always shall have the right to authorize the translation of the lyrics 'of Said Works Into
languages other than English), (ii) synchronize a recording of Said Works with the visual
images of "unrated" motion pictures or motion pictures rated "X" or "NC-17," (ii)i use Said
Works in advertisements for political candidates or causes , religious causes , or alcohol,
tobacco or sensitive personal hygiene products , (lv) create dramatic works based upon
the lyrics of Said Works , or (v) authorize the mechanical reproduction of any of Said
Works on phonorecords In the United States In consideration of a royally less than we
customarily receive under the applicable circumstances , without your prior consent unless
(x) we shall have been unable to communicate with you for the purpose of obtaining such
consent after making a good faith effort to do so (such effort to Include , but not be. limited
to, communication by written notice as provided, In paragraph 1 3.7 below); or (y) we are
able to communicate with you for such purpose, but we shall not have received your
written response within ten ( 10) days after the day such communication shall have
occurred.
Upon your request, we shall accede to the terms of a so-called "controlled
1.4
composition" clause authorizing a phonorecord manufacturer to mechanically reproduce
phonorecords of your recorded performances of Said Works In the United States for a
royalty equal to seventy-five percent (757o) of the then current so-called "compulsory
mechanical royalty " provided under regulations promulgated pursuant to the' United
States Gopyright Law, and otherwise promote and exploit such phonorecords , provided
that the terms of that clause are consistent with then current industry practices as they
apply to a r^rding artist of your stature.
2.
-4rP-RM
2.1 The term of this agreement (the "Term") shall be for an initial contract
period which shall oommence on the date of this 'agreement (the "initial Contract
Pedod").
2.2 You hereby grant us two (2) separate consecutive options to extend the
Term for successive contract periods (each, an *Optional Contract Period"; in
chronological order (If the c drresponding option is exercised ), the "First Ontlanal
Co tract Periocr and the "Second O&flal_Contract Period ", each such option to be
deemed to have been automatically exercised unless we send you written notice to the
contrary not less than one (1) month prior tathe last day of the then current contract
period. Each Optional Contract Period shall commence, If at all, lmmediately upon the
expiration of the preceding contract period.
+ TilywSwirl -rovurA 1-1 !-0s
2

Page 44 Subject to paragraph 5.1 below, the Initial Contract Period and, if applicable,
2.3
each Optional Contract Period, shall be for a duration of one (1) year.
3.
COMPFNSATIO
You shall not be entitled to receive any compensation or remuneration from
3.1
us other than as specifically provided in this agreement.
Conditioned upon your full and continuing compliance with all of the material
3.2
terms, covenants and conditions on your part set forth in this agreement, and in reliance
upon all of your warranties and representations set forth in this agreement, we shall pay
or cause to be paid to you the following sums, all of which shall be in adv ce and on
account of, and fully recoupable from, all royalties credited and to be credited to your
account hereunder:
(a)
(b)
$50,000. During the initial Contract Period; and
^ During each Optional Contract Period (but only if we exercise
our option to extend the Term for the applicable Optional
Contract Period), a sum equal to two4hirds (66-2130/0) of an
amount computed by adding (x) the royalties credited to your
account hereunder during the immediately preceding two (2)
regular royalty accounting periods, and (y) our reasonable
estimate of so-called "pipeline" monies; provided, however, that
the amount payable to you pursuant to this paragraph during
the First Optional Contract Period shall not be more thph
$900,000. nor less than $60,000.; and the amount payable to
you during the Second Optional Contract-Period shall not be
more than $150,000. nor less than $70 00_0,_ As used herein,
"pipeline monies" are monies that have accn^ed to Said Works
but not yet been paid to us by foreign publishers (including our
affiliates), collection societies and organizations, orrecord
companies.
Save as otherwise exp"ly provided In this agreement, all payments (1) pursuant to
clause (a) of this paragraph 3.2 shall be made in twelve (12) equal Installments, on the
first day of the first twelve (12) months of the applicable contract period; provided,
however, that any such installment that shall have accrued prior to the Court Approval
Date (as hereinafter defined) shall be paid promptly following the Court Approval pate;
(ii) during the First Opflonal Contract Period shall be made in four (4) equal Installments,
on the first day of the first, fourth, seventh and tenth months of the First Optional
Contract Period; and (ilk during the Second Optional Contract Period, shall be made in
two (2) equal Installments on the first day of the first and seventh months of the Second
Optional Contract Period.
• 'rRyiorSwift - reprised 1-11-85

Page 45 3.3
Conditioned upon your full and continuing compliance with all of the
material terms, covenants and conditions on your part set forth in this agreement, and In
reliance upon all of your warranties and representations set forth in this agreement, we
shall credit to your account hereunder, as your interest shall appear, the following
royalties in respect of Said Works:
75% of all net monies received by us, or credited to our
{a)
account in recoupment of prior advances, from the sale of
printed copies thereof, and from the recording thereof for
phonorecords and audiovisual works, in the United States;
(b)
75% of all net monies received by us, or credited to
our account in recoup ment of prior advances, from the sale
of printed copies thereof and from the recording thereof for
phonorecords and audiovisual works, from publishers
authorized by us outside the United States Including; but
not limited to, our affiliates-,
(c)
50% of royalties paid to us on account of public
performances of Said Works by perfQrrning rights societies
that pay Writer Performance Royalties directly to writers and
composers (it being understood that you shall collect Writer
Performance Royalties directly); and
75% of all net monies received by us, or credited to
(d)
our account In recoupment of prior advances , as a result of
the exercise of rights in Sold Works, from all other sources.
3.4 In the event we or any of our successors or assigns manufacture, sell and
distribute, for our or their own account, printed copies of Said Works then, In lieu and
Instead of the royalty otherwise provided for such usage in paragraph 3.3 above, the
royalty payable in respect thereof shall be been percent (1 5%) of the wholesale selling
price of each orchestration and other pointed arrangement sold, paid for and not
returned , and for the use thereof in songbooks , songsheets, Milos or other similar
publications , that proportion of fifteen, percent (15°l0) of the wholesale selling price
thereof as the number of uses of Said Works therein bears to the total number of royalty
bearing musical works contained therein , plus an additional five percent (5%) of that
price In respect of folios bearing on the cover your name and likeness , or the name and
likeness of any recording group of which you are a member.
For the avoidance of doubt, it is speciliaally understood that for all Said
3.5
Wodcs created by'you In collaboration with one or more other authors to whom we are
obligated to amount for royalties In respect of those Said Works , all royalties payable
and becoming payable hereunder shall be apportioned between you and all such other
authors, and you shall be paid your proportionate share thereof as your authorship
interest, shall appear.
• TayiarStvift -1Lw
1-11-05
4
? : '^.

Page 46 3.6 As used herein, the words "net monies" shall mean all monies, royalties
and fees received by us in the United States for our own use and benefit, or credited to
our account In recoupment of prior advances, specifically allocated to Said Works, as a
result of the exercise of rights therein , less the following:
4.
(1)'
The amount of all monies paid and payable as royalties to all
writers, publishers and other parties having an interest therein,
excluding you; and
(ii)
The amount of all reasonable and customary out-of-pocket costs
and charges Incurred or paid by us with respect to Said Works or
which may be allocated (entirely or proportionately, as applicable)
thereto Including, but not limited to, for musical arrangements,
fees of the Register of Copyrights, customary fees and charges of
licensing and collection representatives and agencies and,
subject to paragraph 11 below, monies retained by music
publishers authorzed'by us to exercise rights In Said Works
outside the United States including, but not limited to, our
affiliates.
ROYALTY ACCOUNTING
Within ninety (90) days after the last day of each of our regular semi4.1
annual accounting periods in which we receive 16 the United States monies, royalties or.
fees from the exercise of rights or interests In Said Works, or monies, royalties or fees
derived from the'exercise of rights or interests in Said Works are credited -to our
account in recoupment of prior advances , we. shall render statements to you and make
payment to you of any and all royalties shown to be due hereunder. Royalties payable
to you for an accounting period , If any, shall not be applied in recoupment of advances
paid after the last day of the applicable acc Qunffng 'period. All statements rendered
hereunder shall be binding upon you. and all objections thereto shall be Irrevocably
waived, unless (1} we receive, within three (3) years after the date the applicabld
statement shall have been rendered (the "O ectio Pe o ") written notice setting forth
in detail the nature of your objections(s) to any such statement; and (Il) suit Is instituted
with respect to any statement within the applicable Objection Period . Accordingly, any
applicable Statute of 1-Imitations providing for a longer time period. In which to Institute
suit hereby is irrevocably waived by you.
4.2 You shall have the right to appoint at your sole expense , a Certified
Y') to Inspect only those of ou r books and records
our
Public Accountant Accauntap'
relating to Said Works, provided that such Inspection occurs only once during any
calendar year, only once with respect to any statement or accounting period, and upon .
not less than thirty (30) days pdorwritten notice. All such inspections shall take place
at our offices where such books and records are regularly kept, during regular business
hours. For the avoidance of doubt , ItIs specifically understood that you have no right
• Taylor Swift - Mvised 1-11-05
5

Page 47 to Inspect any books and records (1) of our affiliates located outside the United States,
or (ii) relating to any statement (or corresponding accounting period) for which the
Objection Period has expired.
4.3
Your Accountant may not Inspect our books and records pursuant to
paragraph 4.2 above if she, he, or the firm of which she or he is a member, partner or
employee then is conducting an inspecfion .of our books and records , or the books and
records of our affiliated music publishing entitled, which inspection is not then closed
(the "Open Audit"). As used'here€n, "closed" means that the inspection has been
completed, a report setting forth the results of that inspection has been delivered to
us, and each claim made In such report, if any, has been resolved to our satisfaction
and to the satisfaction of the party or parties on whose behalf the inspection was
made. If we notify you that Your Accountant Is precluded from inspecting our books
and records as a result of the application of the first sentence of this paragraph, then
you may, if so disposed ,. by written notice to us, elect to "toll" the time period in which
an inspection may be conducted pursuant to paragraph 4.2 above: The "tolling
period" shall commence on the date we receive such notice from you , and shall end
on the date we notify you that the Open Audit has been closed.
B.
MINIMUM SONG DELNERY
You covenant that during each contract period of the Term you will create
5.1
to
and deliver us a minimum of ten (90) original musical works suitable, in the good faith
opinion of our professional staff, for commercial exploitation ("Your,Minimum Delirerv
Reauireme 1). A musical work of which you are not the sole author shall be applied In
satisfaction of Your Minimum Delivery Requirement as a fraction of one musical work,
the numerator of which is the percentage of your authorship interest therein and the
denominator of which is one hundred (100). Upon your failure to fulfill Your Minimum
Delivery, Requirement during any contract period of the Term, that contract period
automatically shall be extended for a period of time that will commence on the date
Your Minimum Song Delivery should have been fulfilled and will expire on the last day
of the month Immediately following the month during which Your Minimum Delivery
Requirement shall have been fulfilled (an "Extens-Wo Perio j without, however,
affecting or limiting any other rights or remedies we may have . Notwithstanding
anything to the conkmyherdin contained , we shall have no obligation to pay you any
sums pursuant to paragraph 3.2 !above during an Extension Period. As used In this
paragraph and in paragraph 9 below , "your authorship lnteresr means the percentage
of monies, royalties or fees you (and we, through you) are entitled to receive from the
explolfgt€ on of the applicable Said Worst through 0 public performances,-(€i} mechanical
reproduction on phonorecords, (ill) "synchronization" with.the visual images of
audloVisual works, and (iv) reproduction of printed copies ; provided, however, that if
such peroentage shall be different for any ofthe means of exploitation specified in
clauses (I) through (iv) Inclusive of this sentence, then your authorship interest shall
mean the lowest such percentage.
6.
USE OF YOUR NAME AND LIKENESS
• 7 &YW Swift - r;viwd 1-1 r-OS
6

Page 48 We and our each and every successor, assign and licensee shall have
6.1
the non-exclusive right, throughout the world, in perpetuity, to use and authorize others
to use your name, photographs and likenesses of you, and biographical material
relating to you in publicizing, advertising, exploiting, distributing and selling Said Works
and our catalog of musical works.
Upon the condition that you supply us, at your expense, with photographs
6.2
and likenesses of you and biographical material relating to you promptly following our
request from time to time, we shall only use those photographs and likenesses of you
and biographical material relating to you previously approved by you.
7.
YOUR OBUCATIONS AND RESTRICTIONS; POWER OF ATTORNEY
During the Tenn, but subject to paragraph 7.3 below, you shall not (a)
7.1
create, acquire or dispose of any musical works or any rights or interests therein
whatsoever ('Musical Material"), other thar; for.and to us, or (b) engage In music
publishing, directly or indirectly. Any purported assignment by you of any Musical
Material created by you during the Term to anyone other than us, or any agreement
entered into by you for the creation of Musical Material during the Term on a "work for
hire" basis, or any purported acquisition by you of Musical Material during the Term, shall
be void from Inception.
7.2 You covenant to execute and deliver to us, promptly upon our request,
any and all further documents for the purpose of perfecing and confirming In us, our
successors ; assigns and licensees , any and all rights and interests In-and to Said Workc
and any and all copyrights therein, and you hereby nominate and appoint us, and our
each and every successor, assign and licensee, and the officers and designees of each,
your true and lawful attorney to make, execute and deliver any and all such documents
in your name and on your behalf, this power being coupled with an Interest and
Irrevocable for any cause or In any event; provided, however, that we shall not exercise
the foregoing power of attorney ' unless we shall have sent the document to be executed
to you and the same shall not have been returned to us, duly executed , within ten (10)
days alter the same shall have been sent by us. We'shall promptly send you a copy of
each document signed by us on your behalf pursuant to the foregoing power of
attorney.
Notwithstanding anything to the contrary herein contained, we shall, upon
7.3
your request, during the Term, authorize you to create musical works on a 'for hire'
basis solely for use In motion pictures and television p(bgrams, subject to the conditions
that you and we jointly own not less than an undivided fifty percent (50%) Interest in all
copyrights in such musical works, together with the right to receive and retain all
monies, royalties and fees derived from the commercial exploltatlon thereof, excluding
only an amount of not more than fifty percent (50%) of the so-called 'net publisher's
share" of such monies, royalties and fees, and we have the exclusive right to administer
our and your interest respective interests therein.
• Tiyior Swig - revised 1-11-65
7
P i ,' `v

Page 49 YOUR WARRANTIES AND INDEMNIFICATION OBLIGA ION
You warrant and represent that, subject to paragraph 16 below, you
8.1
have the full right, power and authority to enter Into this agreement and to grant,
transfer and assign to us all rights In Said Works as herein provided , free and clear of
any and all adverse rights, interests , claims and encumbrances; that Said Works are
and will be original and do not and will not violate, infringe, or unfairly compete with
any common law or statutory rights of others; and that we will not be obligated for any
payment or incur any liability in respect of Said Works, other than for the payments
specified in this agreement. .
8.2 You shall Indemnify us and our each and every successor , assign and
licensee, and our and their respective officers, directors, parents , affiliates, subsidiaries,
agents and representatives (collectively, the "Indemnified Parties', from and against any
and all liabilities, obligations , losses, damages, penalties, actions, judgments, suits, costs,
expenses and disbursements of any kind or nature (including, but not limited to, Litigation
Costs, as- hereinafter defined) whatsoever which may be imposed on , Incurred by, or
asserted against the Indemnified Parties by a third party In any way relating to or arising
out of-@ your breach or alleged breach of this agreement , (11) any claim Inconsistent with
any of your warranties and representations contained In this agreement, or (iii) Said
Works.
In the event that any claim or demand is made by a thifd party in respect
8.3
of which the Indemnified Parties are entitled to be indemnified by you pursuant to
paragraph 82 above (an "Adverse. Claim") then, notwithstanding anything t6 the
contrary herein contained , the Indemnified Parties shall have the right to withhold from
any monies credited and to be credited to your account under this agreement an
amount reasonably related to the value of the Adverse Claim including, but not limited
to, Litigation Costs and, if your account Is in a recouped position, deposit such amount
in an Interest bearing account until either an action shall have been brought by such
claimant and the Adverse Claim shall have been finally adjudicated by a court of
cx mpeterit Jurisdiction. or until a period of one ( 1) year shall have expired from the
date we shall have received notice of the Adverse Claim If no action shall have been
%brought thereon during such one (1) year period and If no further communication shall
have been received during such one (1) year period reasseft the applicable
Adverse Claim, at which time the amount so withheld and deposited , and all accrued
interest, If any, shall be credited to your account hereunder. We will (1) send you
notice of any Adverse Claim and (ii) endeavor reasonably to afford you and your
attorneys the opportunity to consult with the Indemnified Parties or their attorneys In
connection with the conduct of the defense of any Adverse Claim or any action
Instituted with respect thereto , but any failure or alleged failure by the Indemnified
Parties to fulfill their obllgations pursuant to clause 61) of this sentence shall not In any
way limit your obligation to Indemnify the Indemnified Parties or the rights of the
Indemnifled Parties hereunder. The Indemnified Parties shall have the right , in their
sale and absolute discretion, to employ counsel In respect of any and all Adverse
• Tly(orSwift - tavl%d 1-11.45
$

Page 50 Claims and to defend 'any and all actions and proceedings arising from or relating to
any and all Adverse Claims as they, in their sole and absolute discretion, may deem
advisable, and to compromise and settle all Adverse Claims before or after suit for
such amounts and upon such terms as they, In their sole and absolute discretion,
deem advisable , and be fully indemnified therefor by you . You may, if so disposed,
participate in the defense of any and all Adverse . Claims at your sole cost or expense,
but by doing so you shall not limit in any way your obligation to indemnify the
Indemnified Parties or the rights of the Indemnified Parties hereunder.
Upon the condition that, within thirty (30) days following the day the
8.4
Indemnified Parties send you notice of an Adverse Claim, you post a bond in an amount
reasonably related to the value of the Adverse Claim including , but not limited to,
Uttgation Casts , in a form and issued by a surety reasonably satisfactory to the
Indemnified Parties, and.such bond remains In.full force and effect for so long as the
applicable Adverse Claim is effect pending, then, notwithstanding anything to the
contrary contained in paragraph 82 above, we shall ndt withhold any amount due you
and you shall have twenty (20) days following the posting of such bond to retain counsel
to represent the Indemnified Parties, but such counsel must be-approved by us. Such
approval shall ndt be unreasonably withheld . If the Indemnified Parties notify you that
they do not approve the counsel you shall have retained to represent them , you shall
have ten (10) days following the date such notice shall have been sent to retain different
counsel to represent the Indemnified Parties . If you retain such counsel within that ten
(90) or twenty (20) day period, as applicable , then you shall be solely responsible for all
costs and fees incurred by such counsel, and for the defense or settlement of such
Adverse Claim, but the Indemnified Parties shall have the right to retain different
counsel, at their expense. If you do not retain such counsel within that ten f- 10) or
twenty (20) day period, as applicable, and make all payments to such counsel as
invoiced for so long as the applicable Adverse Claim is pending , the Indemnified Parties
shall have the right to retain counsel to represent them in the action or proceeding at
your expense. You shall not settle any Adverse Claim without the Indemnified Parties'
prior consent, which shall not be unreasonably withheld.
"Litigation Costs" means the reasonable casts actually incurred by the
'8.5
Indemnified Parties , or which the Indemnified Parties reasonably anticipate will be
incurred, in the defense of an Adverse Claim Including , but not limited to, attorneys'
fees, witness fees , deposition fees , travel expenses and court costs.
9.
DMO COSTS AND PROMOTION COSTS
9. 1 Seventy-five percent (750A) of all costs incurred by us (1) in connection
with the production of so -called "demonstration" recordings C2grras,' or a Temo') of
any of Said Works (i ncluding, but without fimitation, the fair value of all studio facilities
and personnel provided by us) and illy for the promotion of recordings of any of Said
Works, (it being specifically understood that we have no obligation whatsoever to Incur
any of the costs Identified in clauses (i) and (11) of this sentence or reimburse you for
such costs) shall be in advance and on account of all royalties credited and to be
• TaybrSrriA - m6ed 1 -11-05
9

Page 51 credited to your account under this agreement; provided, however, that if the costs
incurred by us In connection the production of any Demo of a Said Work created
solely by you exceed our then current maximum cost therefor (or, with respect to any
Said Works created by you in collaboration with one or more other authors, that
portion of our then current maximum cost therefor corresponding to your authorship
interest in the Said Work recorded on the applicable Demo ; "Our Maximum Demo
Cost") then, unless such excess costs shall have been incurred by those acting under
our authority, or with our prior written consent , one hundred percent (100°/a) of such
excess costs shall be In advance and on account of all royalties credited and to be
credited to your account under this agreement and, provided further , that we shall In
no event be responsible for recording studio costs incurred In the production of Qemos
of Said Works unless (x) the studio is located on our premises, or (y) the use of a
studio located outside our premises is approved in writing , in advance, by one of our
officers duly authorized to approve. the same on our behalf. Our Maximum Demo Cost
for the production of one (1) Demo of a musical work created by you alone Is $600. as
of the date of this agreement. All Demos shall be deemed to be derivative works
based upon Said Works , shall be owned by you and by us, jointly, as our respective
Interests. In applicable Said Works shall appear, and may be exploited by us In any
manner and upon any terms we believe to be suitable , subject to your written consent
In each Instance, which you shall not unreasonably withhold ; save that, if your
featured vocal performance Is contained thereon, you may withhold your consent for
any reason and, save further, that we shall not exploit any Demos of Said Works in a
manner contrary to the terms contained in any exclusive recording agreement you
may enter Into, so long as you notify us of the applicable terms . Seventy-five percent
(75%) of any net monies received by us from the cornrMrcial exploitation of any Demo
shall be credited as royalties fo your account hereunder.
10.
RI9i-IT Op ASSIGNM9N
10.1 We shall have the right ttrassign Said Works, this agreement and any and
all rights acquired by us hereunder to any subsidiary, affiliate or tcntrOlling corporation,
to any person , firm or entity owning or acquiring a substantial portion of our stock or
assets, or tQ any partnership or other venture In which we participate, and such rights
may be. assigned by any assignee, subject to the same limitations.
11:
FORbGN PU13LISHING
11.1 Wa shall have the rightto authorize music publishers, including our
affiliates, to exercise any and all rights and interests in Said Works In one or more
countries outside the United States (the country or countries In which a music publisher Is
so authorized being hereinafter referred to as the "A1#hodzed Territory "l; provided,
however, that no such musk publisher shalt retain more than the following arinounts. (I)
twenty percent (20%) of the so-called Opuhlisher's share" of royalties paid on account of
public performances of Said Works In the Authorized Territory, rr. fifteen (15%) of the socatled "mechanical" copyright royalties paid for the manufacture and distribution in the
Authorized Territory of phoporecords containing recordings of Said Works produced
• TAYW swift - MAM 1-11-OS
10
F `^•

Page 52 outside the Authorized Territory; or (iii) twenty percent ( 201/6) of ali other monies, royalties
and fees paid for the exercise of rights In Said Works in the Authorized Territory.
92.
CHOICE OF LAW AND VENUE
12.1 This agreement shall be deemed to have been made in the State of
Tennessee and shall be construed under the laws of the State of Tennessee applicable to
agreements made and wholly performed therein. Any legal action or proceeding arising
from or relating to this agreement must'be brought In the federal or state courts located in
Davidson County, Tennessee (the "Nashville Courts) and not in any other court ar
jurisdiction. You irrevocably waive any objection that you may now or hereafter have to
the venue of any such action or proceeding in the Nashville Courts or that such action or
proceeding was brought in an inconvenient: court and covenant not to plead or claim the
same. Service of process In any such action or"proeeeding may be made In the manner
specified In this agreement for notices hereunder, or in any other manner permitted by
law.
13.
MISCELLANEOUS
13A It is specifically understood and agreed that Said Works and your services as
a creator of musical works are unique, exceptional and extraordinary and cannot.be
replaced, and that in the event of the violation by you of any of the material terms,
covenants or conditions of this agreement, we and all other parties in interest through ns
shall be entitled to injunctive relief in addition to all other rights and remedies. (The
preceding sentence will not be construed to predlude you from opposing any application
for such relief based upon the contest of other facts alleged by us in support-of the
application.)
13.2 The waiver by you or us, or by any other party In interest through you or
us, of any of the terms or provisions of this agreement in any one or more instances
shall not thereafter be deemed a waiver thereof, the same to thereafter remain and
continue in full force and effect.
13.3 We shall have the right, but not the obligation, to enforce all claims and to
commence and prosecute legal proceedings against third parties based upon alleged
infringements or other violations by thIM parties of any rights In Said Works. You and
we shall join#y be entitled to a share of the net sums, If any, actually received' by us for
our own use and benefit from the resolution of any such claims and legal proceedings in
an amount equal to your and our proportionate royally interests, and your share thereof
shall be credited to your account as royalties hereunder. "Net sums" shall mean the
monies actually received by us, less our actual out-of pocket costs including, but not
limited to, Litigation Costs. If We elect not to commence legal proceedings on any such
cairns, you may do so, at your sole cost and expense, and retain all sums recovered
thereby, provided that you' indemnify us from any and all loss or damage we may sutler
(including, but not limited to, Litigatior) Costs) by reason thereof:
• Taybrsmft -reVW 1-11-05

Page 53 13.4 Descriptive headings used in this agreement are for convenience only and
shall not control or affect the meaning or construction of any provision of this agreement.
%
13.5 This agreement constitutes the entire agreement between you and us and
may not be amended or modified except in a writing executed by you and by an officer
duly authorized to execute such writing on our behalf.
13.6 Neither party shall be entitled to terminate the Term or-recover damages
by-reason of any material breach or any claimed material breach of this agreement by
the other party unless the party seeking such relief shall first have delivered written
notice to the other party, specifying in detail the nature of the breach or claimed breach,
and the party receiving that notice shall have failed to remedy the breach within thirty
(30) days following lts' ar his receipt of that notice; save that the preceding clause shall
not apply 'to your obligations under paragraphs 5.1 and 7.1 above. You hereby
irrevocably waive your right to seek the rescission of this agreement.
13.7 All notices hereunder shall be in writing and shall be given by registered
or certiited mail or overnight courier (such as Federal Express), at the addresses shown
above, or such other address or addresses as may be designated by either party,
Notices to us must be addressed to our President , and a copy of each such notice must
be sent to Stuart Prager, Esq., Clark and Prager, 10 East 40th Stmt, Suite 3100, New
York, New York 10016. Notices shall I)e deemed given when mailed, except that notice
of change of address shall be effective only from the date of its receipt: We shall
endeavor to give copies of all notices to your attorney , V vien Lewitt, Esq., but our
inadvertent failure to do so In any instance shall not constitute a breach of this
agreement nor Invalidate or limit the effectiveness of this notice
13.8 YOU ACKNOWLEDGE AND CONFIRM THAT INE HAVE ADVISED YOU
TO RETAIN INDEPENDENT COUNSEL, SELECTED BY-YOU, TO REPRESENT YOU IN
CONNECTION WITH YOUR EXECUTION OF THIS AGREEMENT.
13.9 This agreement shall not be binding upon us unless and until it shall have
been executed by you and by an officer duly authorized to execute this agreement on out
behalf.
13.10 In the event that you die or become pennanentiy disabled belbre the date
the Term otherwise would expire , the Term shall be deemed to !rave expired on the date
of your death or disability.
13.11 Upon the expiration of the Term, all of the terms and conditions of this
agreement shag remain In full force and effect for the duration of copyright in Said Works,
and all renewals and extensions thereof, excluding only (1) your and our respective
obligations under paragraphs 1.2, 3.2 and 5 . 1 above; and (ii) as otherwise provided by
operation of law.
• Taylor swift - s+evW 1 ft-'05
12

Page 54 13.12 When you sign this agreement, and as a condition hereof, you shall execute
and deliver to us an assignment in the form of Exhibit 13.12 annexed hereto and made a
part of hereof, and a letter of direction in the form of Exhibit J 3.12A annexed hereto and
made a part of hereof.
14.
CO-PUBLISHING
14.1 Upon the expiration of the Term, an undivided forty percent (40%) interest
(the "Forly Percent Interest") in and to Said Works shall automatically and Immediately
revert to and be fully vested In you . Notwithstanding the preceding sentence, at any time
following the expiration of the Term , we shall, upon receipt of your written request,
promptly execute and record In the United States Copyright Office a document,
substantially in the form of Exhibit -1.2 hereto, assigning to you the Forty percent (40%)
Interest.
14.2 It is specifically understood- that the royalties payable and becoming payable
to you pursuant to paragraphs 3 above shall not change as a result of the operation of
paragraph 14.1 above,,and that we shall 'retain the sole and exclusive right, throughout the
world and in perpetuity, to exercise and license all rights and Interests of whatsoever
nature in respect of Said Works and to collect any and all Income derived therefrom or
accruing thereto, subject only to paragraph 15 below.
IS.
CO ADMINgrRATiON UPON POST TERM RECOUPMENT
15.1 If at any time after the expiration of the Term we render a royalty
accounting statement to you reflecting our recoupment of all advances paid.#o you or on
your behalf pursuant to this agreement (" dvancee), or you repay to us the entire
unrecouped balance of all Advances (elther such event being referred to as Tog - erm
RecouMenf ), you shall have the option to administer your interest In Said Works in themanner described In paragraph 16.2 below, and collect directly, for your own account,
fifty percent (50%) of the so-called "publiisher's share" of royalties paid on account of
public performances of Said Works occurring after the Effective Date (as hereinafter
defined) and seventy-five percent (750A) of all other monies, royalties and fees first
accruing to Said Works attar the Effective Date. This option may be exercised-after
yqur right matures, by delivering written notice thereof to us. As used herein, the
"Effective Date" shall mean the first day of our next succeeding regular royalty
accounting period following our receipt of such written notice, provided that such notice
shall have been received -by us at least sixty (60) days before the last day of our then
current semi-annual royalty accounting period.
152 if you exercise your option pursuant to paragraph 15.1 above then,
commencing on the Effective Date , all rights and Interests in Said Works, Including
under all copyrights therein throughout the world; shall be administered In the following
manner.
• Teyrar swift - r w=d h! 1-pi .

Page 55 (I)
You and we each shall have the right to administer and
retain third party administrators to administer our respective
rights in Said Works throughout the world . Each such
administrator shall be notified by the party retaining such
administrator of your and our respective rights Said Works.
(ii)
Neither you nor we shall enter Into licenses and
agreements for the exploitation ; performance, recording,
synchronization , printing, publication or other use of the
Interest of the other party in Said Works , save upon first
obtaining the prior written consent of the other party, which
consent shall not be unreasonably withheld . Any license or
agreement entered Into contrary to the preceding sentence
shall be void from inception.
If any party shall receive any monies , royaltles•or fees In
respect of Said Works properly payable to the other party,
the recipient shall promptly remit such monies , royalties or
fees to the other party, and deliver to the other party
copies of any accounting statements , licenses or other
documents that accompanied the funds received.
•
(iv)
You and we shall each bear our own costs of copyright
registration and the preparation of manuscripts and
promotional material, unless otherwise agreed in advance,
In writing.
(v)
You and we each shall have the fight to Inspect each
other's books and records relating to Said Works, such
Inspection to be made during regular business hours-upon
et least thirsty (30) days prior written notice, and In no
event more then once daring any calendar year. Any
such Inspection by you shall be subject to paragraphs 4.2
and 4.3 above.
(vi)
Should you or we continence any action or proceeding
against an unrelated third party or parties for the
infringement of oopydght or other violation of your or our
rights In Said Works, then the party commencing such
action or proceeding shall promptly notify the other party.
In such event, the party so notified (the "Notified Pads
shall have the right, but not the obligation, to participate In
such action or proceeding. In the event that the Notified
Party elects to participate in such action or proceeding,
the Notified Party shall pay the costs thereof (including .
attomeys' fees) in proportion to the Notified Party's
'r^ylorSwTft - revved i-ii^vs
14

Page 56 financial interest in Said Works at issde, and receive that
same proportion of any sums recovered In such action or
proceeding. In the event that the Notified Party elects not
to participate In such action or proceeding , the Notified
Party shall have no obligation to pay any costs thereof
and no right or interest whatsoever in any sum recovered
therein.
(vii)
Subject to paragraph 15.4 below, you and we each shall
have the right to assign our respective rights in Said
Works; provided that the assignee consents in writing to
be bound by all of the terms of this paragraph 16.2, and
any assignment to an : assignee by you without such
written consent shalt be void from inception.
if you exercise your option pursuant to paragraph 15.2 above , then we
15.3
shall have no obligation to make any payment to you whatsoever in respect of any
royalties or foes accruing Said Works on or after the Effective Date, subject to
paragrapi 15.2(ty) above.
15.4 During-the Term, and for a period of three (3) years following the expiration
of the Tarm, you shall not grant, transfer, or assign any of your contingent or vested
rights In any Said Works including , but not limited to, rights of administration anywhere
in the world, unless you shall have first delivered to us a written statement setting forth
your Intention to do so and you shall have negotiated with us in good faith, for a period
of 30 days following our receipt of such statement (the "Negotlation Period ");'the terms
and conditions pursuant to which we may acquire such rights; save that the preceding
clause shall not apply to any membership , affiliation or representation agreement with a
performing or mechanical rights society, to any transfer of rights by operation of law, or
to any mortgage of your rights In Said Works. If no agreement shall be reached by you
-and us as to such terms and conditions within the Negotiation Period , then you may,
within 30 days following the expiration of the Negotiation Period , present us with a
written statement offering to sell, transfer or assign such rights on financial terms and
conditions specified therein, provided that such terms and conditions may be performed
by us In the same manner as other music publishers. If we do not notify you m(dhin'15
days following our receipt of such offer (the "Offer Response Date's of our acceptance
thereof, then, and only then, you may grant , transfer and assign such rights to another
upon those terms and conditions, or more valuable temcs'and conditions ; provided that
such sale, transfer or assignment Is completed within 120 days foikmdng the Offer
Response Date, and a true and complete copy of the agreement of sale, transfer or
assignment is promptly delivered to us within said 120 day period. Upon your failure to
fulfill both of the conditions set forth in the preceding sentence , your right to grant,
transfer or assign such rights shall terminate , but may be revived if you re-submit the
terms and conditions to us for our acceptance or rejection as provided herein. If we
notify you of our acceptance of any such offer prior to the Offer Response Date, you
and we shall expeditiously prepare and execute an appropriate agreement. In the event
• 'raylorswift -mvfsod 14 1-8s
is

Page 57 that you and we are unable to agree on the contents of an appropriate agreement, the
matter shall be submitted to a single arbitrator selected by you and us (or, if you and we
cannot agree on an arbitrator, to a single arbitrator selected by the American Arbitration
Association in Nashville) to determine and, if necessary, draft the contents of such an
agreement. You and we shall each be responsible for one-half (50%) of the fee of such
arbitrator. We shall have the right to obtain an injunction or an order of specific
performance enforcing the provisions of this paragraph. Any purported grant, transfer,
or assignment of any of your contingent or vested rights in any Said Works, other than
In accordance with this paragraph, shall be void from Inception.
16.
COURT APP,BOVAI_
16.1 You•warrant and represent that you area minor under the laws of the
State of Tennessee . Immediately upon the execution of this agreement by all parties,
we shall cause an application to be filed pursuant to the provisions of Tennessee Code
Annotated, Section 29-31 -101, et seq. (the "Application,") seeking to have your legal
disabilities as a minor removed for the limited purpose of entering Into and approving
this agreement and performing hereunder. Our obligations to perform under this
agreement are contingent upon receipt of a valid order of the appropriate court granting
such Application and your ratifying this agreement pursuant to such order (the date on
which we receive such order and ratification being referred to in this agreement as the
`,Court Approval .Date"). We shall be solely responsible for employing an attomey to
prosecute the Application. Seventy-five percent (75%) of the reasonable costs and
legal fees incurred by us in connection with the prosecution of the Application shall be
deemed to be Advances hereunder.
17.
UNEXPLOITED EXHIBIT 1.1 SAID WORKS
17.1 As used herein, the "Exhibit 1.1 Said Works" shall mean only the Said
Works identified on Exhibit 1.1.hereto.
17.2 At any time following the last day of the Term we shall , upon your written
request ("dour Reassignment Rgw Lest'7, reassign to you all of our rights In only those
Exhibit 1 .1 Said Works ("Unexploited Exhibit 1.1 Said Works' which shall not have
theretofore been recorded and commercially released •on phonorecords In the United
States by a major record label ("Released'; provided, however, that If, at the time Your
Reassignment Request shall be made , any of the Unexplolted Exhibit 1.1 Said Works
shall have been placed "on hold," as that term Is customarily understood in the music
publishing Industry in Nashville by or on behalf of a recording artist who records for a
major record company (a "Reaordirig Art s- t then , with respect to such Unexploited
Exhibit 1.1 Said Works only (the "Unex0oited Exhibit 1.'I Said Works On Hold', Your
Reassignment Request shall not be effective until one (1) year following our receipt-of
Your Reassignment Request (the "On Hold Reass1gnMg1t Date', and shall not be valid
with respect to those of the Unexploited Exhibit 1.1 Said Works On Hold that shall have
been Released prior to the On Hold Reassignment Date; subject, however, to paragraph
97.3 below.
• TaylorSwiR -rivked !-i l-0
16

Page 58 17.3 As used herein, "Recorded But Unreleased Exhibit 1.1 Said Works" shall
mean those Unexploited Exhibit A Said Works which, on the day we shall receive Your
Reassignment Request, (i) have been recorded by a Recording Artist (°Recotded") but
have not yet been Released , or (iQ have not yet been Recorded , then are Recorded
before the On Hold Reassignment Date, but have not yet been Released before the On
Hold Reassignment Date.
17.4 With respect to those Recorded But Unreleased Exhibit 1.1 Said Works
referred to In clause (1) of paragraph 17.3 above, Your Reassignment Request shaA not
be effective until one (1) year after the On Hold Reassignment Date, and shall not be
valid with respect to those of the Recorded But Unreleased Exhibit 1 . 1 Said Works that
shall have been Released prior to the On Hold Reassignment Date.
17.6 With respect to those Recorded But Unreleased Exhibit 1.1 Said Works
referred to in clause (ii) of paragraph 97.3 above , Your Reassignment Request shall not
be effective until one (1) year after the On Hold Reassignment Date (the "Extended On
Hold Reassignment Date"), and shall not be valid with respect to those of the Recorded
Mit Unreleased Exhibit 9.1 Said Works that shall have been Released prior to the
Extended On Hold Reassignment Date.
Very truly yours,
SONYIAIV SONGS LLC, doing
business as TREE PUBLISHING CO.
CONSENTED AND AGREED-TO:
• 15ytorS^ri& - ^vixodl-U-0S
17

Page 59 ACKNOWLEDGMENT
STATE OF _ TWA1555;6^)
ss.;
COUNTY OF _1Q/&W6_9 )
On the
ffA day of,14AVAP-Y 20^ersonally came Taylor Swift to
me known, who, by me duly sworn, did de#3sd a^iA
;t she is the party described in
M11410 j;
and who executed the foregoing instrumegr
"HA r
^i
,
'•
r;}n«^.-RO"AM0
Public
WM P
My taxpayer identification number (social secu.riiy number-or employer identification
Under the penalties of perjury, I certify that this information
number) Is
is true, correct, and complete.
INDUCEMENT
The undersigned parents of the Taylor Swift (the "Writer's Parents") hereby
execute this inducement for the purpose of approving and consenting to the Taylor Swift
entering into this agreement, and agree to act consistently with the provisions and '
purposes of this agreement. Writer's Parents.further agree to join in and support the
application to be filed pursuant to the provisions of Tennessee Code Annotated , Section
icatioUl seeking to have Taylor Swift's legal disabilities as
29-31401, at seq. (the"
removed
for
the
limited
purpose of entering into and approving this agreement
a minor.
and performing thereunder, and to cooperate with the prosecution of the Apflication.
• TnylorSwllt - trYiscd1-11-05
1$
(

Page 60 Meet 3
Ors
a

Page 61 Exhibit 1,2
ASSIGNMENT:
For good and valuable consideration, receipt whereof is hereby acknowledged, the
undersigned hereby grants, transfers and assigns to Sony/ATV Songs LLC, doing
business asTree Publishing Co., and its successors and assigns, throughout the world,
in perpetuity, the authorship interest of the undersigned in the musical work entitled
. all copyrights therein, all renewals, extensions and
reversions thereof, and all rights under copyright therein of whatsoever kind or nature
including,. but not limited to, the sole and exclusive rights to exercise, license and
administer all rights therein and thereto, and to collect all monies, royalties and fees of
whatsoever kind or nature derived from the exercise of rights therein , excluding only the
so-called "writer"s share" of royalties paid by performing rights societies on account of
public performances thereof.
IN W)TNESS WHEREOF, the undersigned has executed tW^instrument this 0_48y
..
of
20
ACKNOWLEDGMENT
STATE OF J.Q4o%K.Vc c...
-
)
COUNTY OF
.,-:z, 20, before me personally came Taylor Swift, who, by
On the may of 11
me duly swdm , did epose and say that she Is the party described in and who executed
the foregoing instrument.
h
0 Taylarswlit -- ii & r-11-0S
19

Page 62 Exhibit 13.12
ASSIGNMENT.
For good and valuable consideration, receipt whereof is hereby acknowledged, the
undersigned hereby grants; transfers and assigns Sony/ATV Song's LLC, doing business
as Tree Publishing Co. rMsi nee" and its successors and assigns , throughout the
world, in perpetuity, an undivided ninety percent (90°0) interest in and to (i) all of the
musical works heretofore created by the undersigned , alone or in collaboration with
others including, but not limited to , the musical works identified on Schedule A annexed
hereto, and (il) all of the musical works created by the undersigned, alone or in
collaboration with others , during the term of the Exclusive Songwriter Agreement between
the undersigned and Assignee dated November 1 , 2004 (all of the musical works
encompassed within clause (i) and (ii) of this sentence being hereinafter referred to,
collectively, as `Said Wo(ks'), all copyrights in Said Works , all renewals, extensions and
reversions of all copyrights in Said Works, and all rights under copyright in Said Works of
whatsoever kind or nature including, but not limited to, the sole and exclusive rights to
exercise, -license and administer all rights in and to Said Works ,. and to collect all monles,
royalties and fees of whatsoever kind or nature derived from the exercise of rights therein,
excluding only the so-tailed "writer's share" of royalties paid by performing rights societies
on account of public performances thereof.
INPTNESS WHEREOF, the undersigned has executed this instrument this ay of
2005.
ACKNOWLEDGMENT
STATE OF
^S"2_ )
ss ..
COUNTY OFg _
2005, before me personally came Taylor Swift, to
On the Z&day of UO
nd say that she is the party described in
me known, who, by me duly sworn, d dep
and who executed the foregoing instru ant.
A
• TtiylorSwiR- res+ised 1-It-os
20

Page 63 Exhibit 13.12A
November 1, 2004
Publisher Relations Department
BMI
1 0 Music Square East Nashville, Tennessee 37203
To Whom It May Concern:
This is to advise BMI that we have entered Into an bgreement with another BMI
publisher for the administration of our catalog, and that BMI's records should be marked
to reflect the agreement as follows:
I
Name of BMI publisher acting as our Administrator;
Sony/ATV Songs LLC, doing business as Tree Publishing Co.
2.
Effective date of agreement:
Immediately, Including all royalties now payable or which hereafter
become payable, regardless of when performance took place.
3.
Checks for all our BMI royalties, both domestic and foreign, should be
made payable to this Administrator and should .be sent together with statements and all
other correspondence td the Administrator at its address on BMI`s records.
We understand that SMi cannot mark its records at this time so as to indicate the
termination date of the administration agreement and that, therefore, the above
Information will continue to be reflected on BMI`s records until such time as we or the
Administrator notifies BMI that the administration agreement is about to terminate.
Very truly yourst
• Taylor SwIR - [avlsed 1•l i-05
21

Page 64 m
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Page 65 Case 1:07-cv-11277-RJS Document11-3 Filed 03/21/2008 Page 26 of 33
Extibleé ID

Page 66 3.2:461:07-cv-11277-RJS
FALI 91212352BZ71
04%20 /2004Case
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..04/,02/2004 17:26 FAX 614 464 020S
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Document
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Page 27 of 33
VSSP
t
TALENT SERVICES AGREEMENT
I
This Talent Services Agreement (the "Agreement") is made and entered t o as of this
----- .--r°pril, 2004, by and between Abercrombie & Fdch M rchandising_ K
day of
Design Co., an Qhio corporation rAW), and
for S 'ft, an
individual (`Talenf). For valuable consideration, the reoeipt and sufflalern of which are
hereby acknowledged, the parties agree aq follows:
Background Information
A.
Talent is in the business of posing for photographic Images.
B.
A&F desires to photograph Talent and, at A-Ws sole discretion , neorporate the
resulting photographic ii3magq^s (6r portioni tl'rereof) into various media in torinectlon with
the advertising and promotion of A&F stores. .and AW's apparel products.
Agreement
1.
Talent's Daft and Grants of t-Qhts. The Talent hereby agrees as ollows:
a. to attend an eight (8) hour (not including any required fitting rid/or planning
sessions) photographic sesSlon an April s orApril 6 , 2004 (date to be utuaily agreed
by the parties). in -the Los Angeles. California area at a time and location to be
identified by A&F (tile "Shoot'). Talent further agrees to attend all fitting and/or
.date nd ti es,
planning sessions related to the Shoot at mutual[ a
b. to grant, and does hereby grant, A&F the right and licehse to take or have aken
on unlirnlted num* ber of pimtograpbs of Talent during the Shalt thra h the use of
prokestonai still photography equipment or equivalent (hereinafter re erred to as the
plrna.'gee"j;
'
c. to grant, and does hereby grant, A&F, and its successors , assigns, ioensees, legal
rapreserttatives and other designees; the limited right and Hoonab to use , distribute,
reprodube, putWiish, display, transtnlt and perf6rlm publicly Talent's na me and likeness
as. embodied in the lmage$; sol* to connection with the Perris tad U ses desc Med In
Section 2 bs 16 ^r and, only during. the Else. Period (as defined below). Talent further
lent's likeness
acknowledges and agrees-that the, faftoing right and Incense to use
as embodied In the forages includes the right to use all porno a , composites,
. .
Matortions or alterations theaW,
es,
d. that Talerd vxpres,%iy authorWess and grants to A&F all perm" Iona , lic
ail rights and
watvera and rights of any kind *clirad in order for A&F to subliee
tlcenses granted irm clause_ (c) immedhitely above which A&F deem necessary for
purposes of pmdudng and marwfacturtng the edvertising and prom 'onal materials
contemplated by Secdan 2 of this Agreement;
e, that Talent waives any tight to inspect or otherwise approve the edia into which
the Images and/or Talents name are Incorporated (including any accompanying
written copy) or the uses to which such media Is p
rovided at u media and
uses are i co 112nce. with all oth terms conditions and r riati ns hereaf that
netate thereto: and
f that any use of Talent's name or likeness which is not contemplated herein shall be
cohdittoned on the express written approval of Talent's then-current a orized agent
2.
Pertrlitteg Use Of Images.
l& 008/015

Page 67 U4/i6U / LUU4
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.LL-^F*U 1:07-cv-11277-RJS

IA 0101015
VSSP
Use Period, For the purposes of this Agreement, the term 'Use P riod" shall mean
2.1
the twelve ( 12) month period commanding upon the earlier of (0 the da e of A&Fs first
commercial use of any Image or (ii) July 1, 2004. During the Use Period, A&F may, in its
sole discretion. use any or all of the lmage$ in connentiori with the dverttsing and
promption of A&F :Mores and A&Fs apparel produces, whether brand or unbranded,
through any one or more of the following means (collectively. the 'Permitt Usee):
a. print media, including without limitation all print advartisemert4 and collateral
extensions;
- Mut I nation, airport
b. outdoor and related indoor advertising media , Including vt ft
outdoor
and
Indoor walls;
billbdarcls
and
pmjectlons
onto
and transit advertising,
o_ point of saWpoint of purchaee media, including, without Hu Von, consumer
brochures, counter cards, tent cards, fixture header visuals , in-store ignage, posters
and banners, and other c:allateml point of sald uses;
d. promotional and marketing media, including , without limitation catalogs and
magalogs, direct marketing materials, thaterrials for sales meetings, Including trade
t)rochures;
a. public relations uses Including , without lirnttation, press releases;
Intemet usest ineludlhg; without limitation, display ion A&FS 1Nebsit (s); and
gr editorial content contained wMin direct marttefing materials or d splayed on the
f.
World WideW6b; including, Wthdut licnltatfon, onAWsWaWe(s).
A&F shall notify Talent in writing of the ifate pf'WmmOncenrent of the Us Period. AV's
use of the Images shall .be iiraW to Noah America; provided , hover, that to the extent
America, A&F
that access to A&F's Website (s) mar be cbtaiin6d from outside of N
shall have a woddWae right and foerise to use th4Images in accordanos `til the terms of
this Agreement solely with respect tb:tihe pP"' ttsrl . uUses identified in cl uses (f) and (g)
immediately, shove. Takwr gcknowledges and agrees th$t AW shall have no obligation to
use any of the Images for any of the l^'r tded Uses or in any other rnann .
F shall have a
9OntiMuW. Rights. Notwlthatairkilhg the fore ciag linirtations.
2.2
eonfinuing i'igl t to lase all thatenals p'adirped Vnder this Agmemlrrit that ncorporate any
Image for (i) A&Fs iriterrial archival and: blStorical p^rrposes , and {ii) for In orporatton Into
A&Pa Securities and Fa6hange C:omrhiesion ohdlarshareholder reports.
Addiponal. KW flcUpns, on Permitted lJoe. A&F shall not use Talent's narile or
2-3
likeness Ih a mariner that is libelous or eeftinatory. .
No Endorserrie t. rzach.party understands and agrees that, by a tering into this
2.4
Agreement, Talent lies in no way committed" to andome A&F or any of Ws products,
and nothing herein obligates Talent to provide Tilent'a opinion regardin A&l= or any of
A&Fs products.
ealfrici a
A&F shall n cause Talent to se nude partially n a (Lev2,5
No N di
or in a
shit
a
bathin
weating
cared
when
(call.
f
Talen
s
body
riv e part.
(ly suc Qesfive posltian.
cornpromtsina . indecent or •se
Cam ens ` n, in full cansideratlan for the Talent's services '
3.
usage and other rights -granted to A&F udder th13 Agreement, A&F ag
Talent, and the Talent agrees to accept, compensation as follows;
2.
dared and all
to pay the

Page 68 UILIZ40zG411
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Q011/015
for Talent's services at the Shoot and all Permitted Use during th Use Period, a
one-time fee of .$
-^40,0001 payable not later than forty-ire {45 days after the
Shoot.
A&F will not pay to any other individual, for services that are the same
provided by Talent under this Agreement, fees that are higher than the i0s to be paid to
Talent pursuant to this Section 3.
4.
Representations and Warrantless.
4.1
Warranties. of Talent. Talent hereby represents and warrants to A&F
at:
a. Talent has full authority and approval W enter Into and undertak all of the duties and
obligations placed on Talent by this Agreement and that the person Vg ing has the requisite
outs- rity and legal capacity to sign on behalf of and- birwdTalent;
b. Talent has entered into. no other agreements with any party that
uld conflict with or
prohibit Talent fmrn undertaking any of the material duties or obliga tons set fortis herein,
that would prohibit Alf from exercising any 0 the material fight$ gran ad to it herein or that
roquire the perrmisslon or approval of any third party prior to undertalti any of the duties or
db9getions set forth herein;
.c. Talent is - the soil, owner of Talent's likeness and rights of publici
A&F hereunder, and
d. except forA&F's,corrtractual obligations to the contrary, If any, A& shall not be required
to snake any payments of any nature whatsoever to "Talent or third
es In connection with
'the grants, acquisition, exercise or exploitation of rights by A&F u der this Agreement,
unless specifically provided herein.
4.2 Waagaties of-AM. A&F hereby represents and warrants to Talent
a. it has full authority and approval to enter Into and undertake
obligations placed on it by this Agreement; and
'uld materially conflict
b. A&F has entered into no other agreements with any partly that
with or prohibit It from - undertak ig any of the niate dal : dudes or obligati ns set forth herein or
that would regplra the permission or approval of any third party prior
undertaking any of
the duties or obllgadori set forth herein.
a. ConllderWalft^r. Information exchanged between Talent and A&F { eluding its alfillates),
l party at the tiny of disclosure to the
designated in writing as cvnfidentlal by the dordosMi
receiving party, shall be held in corif epee by, the receiving party for a p rind of live (5). years
from the date of meipt, except ihat_nb party wi11 tie required to hold in ca
enow
a. Information that is gene.mily In the pubitc domain when disclosed
the disclosing party
to the receiving patty, or which subsequently generally enters the pub c domain through no
fault of the receiving party,
b. information that is already lawfully known to the receiving party prior to tieing disclosed
to it by the disclosing party;
o_ Information that is separately disclosed to the receiving party by a third party having the
legal right to dfaelose It or
vemment or judicial
d information that is required to be disclosed pursuant to a valid
er is directed gives
order, provided that the party to which such government or judicial
the other party suffiatant notice to enable it to seeK a protective order, and provided further
3.

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that the party to which such govemment or judicial order is directed complies with any
protective arder abtained by the oMer party.
Notwithstanding the foregoing, each a& may disdase Such
counsel, acc ountantis) and other agents_
Indemnification. Subject to any exculpatory language and provlst ns eonteined in the
6.
representations, warranties, and covenants of We Agreement, the partle agree to Indemnify
one another in accordance with the foflowulg:
a. Talent shall Indemnify, defend , and hold harmless A&F, its subs idiaries, parents and
affiliates, and the owners, officers, directors, agents and employ
of each, from and
against all .tlllyd party claims, damages, Ilabillttes, cants and re son b expenses (including,
but not limited to, t Ird, asrty attomays' fees} arising out of or related to (l) the use of Talent's
name. or likeness as expressly permitted hereunder (H) the exercise,of any tlghto granted by
Talent to AW hereunder or (M) any breach of ft represmtations,
ranties or covenants
made by Talent hereinb. A&F shall indemnify, defend, and hold harmless Tatcrit from. and ageinst all third party
clalms, damages, liabirities, costs and reasonifte expenses (Includi g. but not limped to,
attcrnsys` fees) arising out of or related to "W's breach of its repmSentatlons and
warranties as set Earth above in Paragraph 4.2• r 01 herd a clai is rased Mon A&F'
use of . an Irma a exdudin an claim far whi
to inderrinffy A&F
Tale 4t is obi
pursuant to clause fad lmriiediatel:Y above?.
7.
Reliance and, Inducement. Talent uri&rstands and acknovAedgeq that A&F has been
inrarrantles of Talent
induced to execute this Agreement in reiianae on the representations a
as set-forth herein.
13.
Notice. Arty notice, request approval or aver communlcatlvn requ
given hereunder shell be in writing, effedtivei Upon receipt; and deltve
dcknawledged) , delivered personally, delivered by nattonally,. r-ecogritzed
d or permitted to be
by tax (with receipt
ernight courier (vuith.
teeampt acknovAedged) or malled by cert'fied mall, postage prepaid,
rrr receipt requested
(such rnalled notk:a to be affecUva on the date such receipt Is acknoW geo or refused). as
follows:
ff to A&F, addressed to;
Aberabmble & Fitch Merchandising & Design Co_
6301 Fitch Path
Now Albany, Ohio 43054
Attn:
;ttlke Stevenson
(1514) 263:&86
Fax: If fo Talent, addressed to:
--Vivien ttL Esp.
-Qayi^ L d Montgl-je 4 Hayes. LL.e
-Bgg Fifth Avenue. Fifth Floor
New York. NY I W
.----;21J23G75511U
FOX
-
Notwithstanding the foregoing., for the purposes of provlding notice of tizd
Use Period, notice provided by A&F or its agent to TaW*s VW-current a
4.

Page 70 1:07-cv-11277-RJS
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hole/o15
to meet the notice requirements hareunder_ Talent's a ent as of the ifiective date of his
'Agreement is Dan Dymtrow. 432 Park Avenue South. New York. NY 1001 0Force Majqyre. If, by reason of any occurrence beyond the control
9(including, but not limited to; war, act of terrodarn; governmental req
regulations; fire, flood or other casualty; eocidert, strike or other dUm
any other similar occurrence), the parties are not able to meet their
AgreernOM, the non-performing party shall not be liable therefor and may
of its obligations for a Umo whidh is reasonable under alt the circumstan
10.
of the patties hereto
eras, resbtfions or
v+rlth employees; or
igations under this
stpone performance
Misgefiarteous.
10.1 AsnWnment. Neither party shall have time right to assign its d hfis, or delegate its
performance, :radar this Agreement, or any interest herein, without the p: or written consent of
the other party. Ali covenants and aarftments contained in this Agreem
by or on behalf of
ars and permitted.
the parties shall bind and inure to the beneftk of their iespedive W
assigns. Notwithstanding the forgoing, A&F shall have the.right to assl n this Agreement, or
ddoate its perfcarrrance under this Agreement, Mthout ToienYs con
t, to any of AM's
a#filiat".
10.2 13amddies. The remedied reserved in this Agreement are cuumulativ
are in addillon'to any other rerhedy provided by WW, or at equity,
10.3
nttre . Agee }exit, Waiver.
Except only as otherv^rise spedfic lly provided in this
Agreement, the terms of this Agregment are complete and
wnternporaneous agreern.ent,. whether written , oral or implied, and none
added. to, medified, superseded or altered , except by a written agreement
by authorized officers or reprsaenfe sv m of each party. No wsiver of
Agreeithent dhall be effective unless it Is ltt writing and signed by an
ispresentetNve of the panties, as approp'Oate, and then such welvershall
spedl#lc instance and for the spec purpose gluon, The Wture to axe
rsede any prior or
f such terms may be
r modification signed
any provision of this
authorized officer or
effective only in the
any right or remedy
' Agreement shall not be dwrned a waiver of the right to exerr.Is such right or remedy
urider NS
at a later date.
10:.4 Reta6onstrtip caf EgEfl . Each of the parties hereto shall to and main an independent
relationship between
iFfi
contractor and ndhing herein shall be deemed to orebte on em O
the. partial or constitute the parties as pantile or joint venturers . Furthe the parfiea shall not
ly or by implicatian,
have any autbonty to act: or art mpt to Oct; or *re entthemselves, di
as an ageid of the afters of in any manner assume or cre* or attem to assume or create,
any obligation on behatf of or In the name of the athem, nor shall any. patty be deemed the
agent of the other.
10.6 Headings. Section headings ante Included in this Agreement for
shall not affect the interpretation of this Agreement in any manner.
10.6 Severabii . If arty provision of this Agreernerrt is or bec times in slid or unenforceable
under any law of mandatory applit ion, it is the iritent of the parties at Such provision be
deemed-smamd ohd dmitted from ft Agreement, the remaining porllo of the Agreement to
remain in full foroe and effect as written.
10.7 Counteroarrts. This Agreement may be exeuraed in one or mane
which sharlf be deemed to be a duplicate original, but all of which, take
single .document:
S.

Page 71 04120/2004Case
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614 484 8288
W,.n..=.,
..
Document
11-3
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Filed 03/21/2008
Page 32 of 33
Q 014015
10.8 Governing Uy.. Jurtsdiufion. This Agreement is governed by, end hall he coast ued in
accordance ma, the iaws of the State of Ohio. The parties consent to the
usive jurisdiction
and venue of the courts of proper subject matter jurisdiction located in
City of Columbus,
'oe of any pEeooess,
Franklin County, Ohio for all purposes related to this Agreement.
summons, notice, or document by means pursuant to Section B hereof sha be effeewe service
of process for any action, suit, or proceeding brought against any party reunder in any such
court.
I
6.

Page 72 ugfZUrcuv4
UJL4X44U406 ( 1
Case 1:07-cv-11277-RJS
l c:,k( rf1A
.04/02 / 2004 17 : 22 FAX 614 464 82 $ 6
unnniL 11-3
oc w=L+ Si
Document
Filed 03/21/2008
i1SSP
Page 33 of 33
r& 015/0'15
IN WITNESS WHEREOF, the parties hereto , each representing and warran ng that they are the
duly authorized and appointed representative and signatory of the ras ctive entiti es and
by their respective
individuals listed below , have each caused this Agreement to he execute
_
above.
By-signiRg
first
set
duly authorized representative to be emotive as of the date
i aue
T or SvAft
Talent
Abercrombie & Fitch Merchandising &
By.
Printed Name:
Title--
Date ;.
Consent (It Applicable)
The undersigned certifies that he/she. (i is the parent or guardian of the rain r named above, (ii)
has the legal authority to executa. thla Aigr ernent on pehalf of such minor, a d (iii} approves the
foregoing terms and conditions and waives any rights in the premises.
Psrent/Guardi
^C
Printed Name:
Title-
4'1
b 77fj
oaw
7.

PDF Page 1	PlainSite Cover Page

PDF Page 2	DECLARATION of Paul V. LiCalsi in Support re: [7] FIRST MOTION to Dismiss The Complaint.. Document filed by Taylor Swift, Scott Swift, Andrea Swift. (Attachments: # (1) Exhibit A-B, # (2) Exhibit C-D)(LiCalsi, Paul): Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 1 of 27 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK DANIEL DYMTROW, Plaintiff, } } } Civil Action No. 07 CV 11277 (RJS) V. TAYLOR SWIFT, SCOTT SWIFT and ANDREA SWIFT, Defendants. TRANSMITTAL DECLARATION OF PAUL V. LiCALSI IN SUPPORT OF DEFENDANTS TAYLOR SWIFT, SCOTT SWIFT AND ANDREA SWIFT' S MOTION TO DISMISS THE COMPLAINT Paul V. LiCalsi declares under the penalty of perjury as follows: 1. 1 am a partner of Mitchell Silberberg & Knupp LLP, counsel to Defendants Taylor Swift, Scott Swift and Andrea Swift ("Defendants") in the above-captioned action. I make this declaration in support of Defendants' motion to dismiss the Complaint herein pursuant to Fed. R. Civ. P. 12(b)(6). 2. Attached hereto as Exhibit 1 is a true and correct copy of Plaintiff Daniel Dymtrow' s Complaint, dated December 14, 2007. DATED : March 20, 2008 Paul V. LiCalsi (PL6622) 1780671.1

PDF Page 3	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 2 of 27 1

PDF Page 4	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 3 of 27 NORMS, McLAUGHLIN & MARCUS Fernando M. Pinguelo, Esq. (FP6328) 875 Third Avenue 18th Floor New York, NY 10022 Phone : (212) 808-0700 Fax: (212) 808-0844 GUPTA LEGAL, PLLC Vivek Gupta, Esq. (VG-9794) 14 East 4th Street, Suite 803 New York, New York 10012 Phone: (917) 686-4954 Fax: (646) 356-6901 JUDGE SULLIVAN Attorneys for Plaintiff Daniel Dymtrow UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK CIVIL ACTION DANIEL DYMTROW, Plaintiff, -againstTAYLOR SWIFT, SCOTT SWIFT, and ANDREA SWIFT, : , U.S.D.J. HON. a7cTI.M. 11 2 7 7 ('^P) PLAINTIFF'S ORIGINAL COMPLAINT AND JURY DEMAND Defendants. DANIEL DYMTROW, by his attorneys, Norris, McLaughlin & Marcus, P.A. and Gupta Legal, PLLC , for his Complaint against TAYLOR SWIFT, SCOTT SWIFT, and ANDREA SWIFT, alleges as follows:

PDF Page 5	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 4 of 27 NATURE OF THE ACTION I. Daniel Dymtrow, a music industry personal manager, makes a living by identifying, developing, and creating opportunities for artists to succeed in the music industry. Mr. Dymtrow agreed to manage then thirteen-year-old Taylor Swift when her parents and she persuaded him to represent Taylor. The parties entered into agreements. During the course of Mr. Dymtrow and defendants' two-and-a-half-year management relationship, Mr. Dymtrow devoted a significant amount of time towards planning Taylor Swift's career, helping to sharpen her talent and skills, exposing her to career-building opportunities, and identifying and negotiating lucrative contracts, including without limitation, a music development/recording contract, music publishing contract, endorsement contract, talent contract, magazine notoriety and publicity, live performances with established and famous singers, and a recording contract. Defendants agreed to work with Mr. Dymtrow to obtain court approval of his contract with Taylor Swift, a minor at the time. However, defendants repudiated their agreements with Mr. Dymtrow weeks before signing a record contract and talent representation agreement, in an attempt to deny him his bargained-for compensation for payment of the reasonable value of his services. In fact, Mr. Dymtrow has been paid less than $10,000 for the entirety of what he did in helping build and launch Taylor Swift's career. 2. In this action for unjust enrichment, breach of contract and implied covenant of good faith and fair dealing, promissory estoppel and estoppel in pais, and tortious interference with prospective economic opportunity, Mr. Dymtrow seeks simply to recover payment for his services. Mr. Dymtrow's claims against the defdndants stem, in part, from two written contracts, one of which is the Exclusive Personal Management Agreement ("EPMA") between defendant Taylor Swift and Mr. Dymtrow. Taylor's parents, defendants Scott Swift and Andrea Swift 2

PDF Page 6	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 5 of 27 (collectively, "Parents"), executed a second, separate agreement with Mr. Dymtrow wherein the Parents guaranteed and/or assumed the performance of all of Taylor's services and obligations set forth in the EPMA (hereinafter referred to as the "Guarantee"). Defendants' conduct has led Mr. Dymtrow to file this action against Taylor Swift and her Parents to recover monies promised and owed to him, but never paid. JURISDICTION AND VENUE 3. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 1332(a), because there is complete diversity of citizenship between Mr. Dymtrow and Defendants, and because the amount in controversy exceeds $75,000, exclusive of interest and costs. 4. Venue is proper in this judicial district pursuant to 28 U.S.C. § 1391 and is based on contractual agreements that were negotiated and agreed to in New York, signed by at least one party in New York, and a substantial part of the events giving rise to Mr. Dymtrow's claims having occurred in this judicial district. Moreover, all parties agreed that any action or other proceeding arising out of the contracts would be brought in courts located within the State of New York. PARTIES 5. Daniel Dymtrow resides in Los Angeles, California and is a citizen of that state.. At the time Mr. Dymtrow entered into agreements with defendants, he resided and operated an office in New York City. 6. Upon information and belief, defendant Taylor Swift ("Artist") resides in Hendersonville, Tennessee and is a citizen of that state. 3

PDF Page 7	Case 1:07-cv-11277-RJS 7. Document 11 Filed 03/21/2008 Page 6 of 27 Upon information and belief, defendant Scott Swift resides in Hendersonville, Tennessee and is a citizen of that state. Scott Swift is Taylor Swift's father and thereby was her legal guardian prior to her reaching the age of majority. 8. Upon information and belief, defendant Andrea Swift resides in Hendersonville, Tennessee and is a citizen of that state. Andrea Swift is Taylor Swift's mother and thereby was her legal guardian prior to her reaching the age of majority. STATEMENT OF FACTS A. Background 9. Mr. Dymtrow is a music industry personal manager who specializes in managing new artistic talent. He has worked in the music business for over ten years and has managed some of the biggest names in the music business, including Britney Spears. 10. In or about September 2002, Mr. Dymtrow met Kelly Foster ("Poster"), Entertainment Director of the U.S. Tennis Open, while attending the U.S. Tennis Open. In or about October 2002, Foster called Mr. Dymtrow and asked him whether she could send Mr. Dymtrow a demo music CD of an aspiring, thirteen-year-old singer named Taylor Swift. Mr. Dymtrow agreed, and after listening to the demo CD of "cover songs," arranged to meet with the Artist and her Parents at his office in New York City. 11. In or about January 2003, Artist and her Parents met Mr. Dymtrow in New York in the hopes of convincing Mr. Dymtrow to sign Artist as one of his represented clients. At the time, Mr. Dymtrow worked almost exclusively for Britney Spears. 12. Mr. Dymtrow interviewed Artist, heard her sing and play guitar, discussed with her Parents their financial and moral commitment to Artist's music career, and concluded that Artist had the potential to become a young star in the country music world with the proper guidance and management. 4

PDF Page 8	Case 1:07-cv-11277-RJS 13. Document 11 Filed 03/21/2008 Page 7 of 27 Artist's Parents knew that Artist needed an experienced manager in order to give Artist access to record companies in Nashville, the home of country music in the United States. In fact, Artist and her Parents attempted previously to manage Artist's career themselves. Artist's Parents told Mr. Dyrntrow that they had sent her demo music CD of cover songs to various recording labels and attempted to visit them on their own in the hopes of securing a meeting with some executives. Artist's Parents told Mr. Dymtrow that Artist was rejected by every music label she and her Parents pursued on their own, and they were told they needed to hire a respected manager if they expected Artist to advance in the music business. 14. As a result, defendants actively pursued Mr. Dymtrow and sought his services. Defendants assured Mr. Dymtrow on multiple occasions that if he were to sign Artist to an exclusive management contract, they would pay Mr. Dymtrow his fee for services to provide Artist with opportunities, exposure, and contracts. Defendants also promised Mr. Dymtrow that they would reward him for his efforts, treat him fairly, and protect his economic interests in Artist. Mr. Dymtrow relied upon these promises and performed his obligations per the EPMA based on those promises. B. Exclusive Personal Management Agreement & Contract Between Mr. Dymtrow and Artist 's Parents Guaranteeing Artist's Performance. 15. In or about early March 2003, Mr. Dymtrow, Artist and her Parents met in New York to discuss the basic terms and parameters of an exclusive personal management agreement, and a separate contract with Artist's Parents guaranteeing Artist's performance as detailed in the contract. 16. Defendants retained the services of entertainment attorney Vivien Lewit, Esq. C'Lewif') who reviewed and negotiated the EPMA on behalf of defendants over the course of more than a year. 5

PDF Page 9	Case 1:07-cv-11277-RJS 17. Document 11 Filed 03/21/2008 Page 8 of 27 The EPMA was signed by Mr. Dymtrow, Artist, and Artists' Parents as her legal guardian on or about April 5, 2009, but the EPMA was made effective as of March 25, 2003. Annexed as EXHIBIT "A" is a true and correct copy of the EPMA. 18. The EPMA provided, in pertinent part, that Mr. Dymtrow would receive a 20% commission on Artist's gross income as a result of or in connection with Artist's activities in the entertainment industry during the term of the agreement. It also provided that he would receive between 10% and 5% commission for his participation in Artist's gross income earned, received, or credited after the term of the contract in connection with Artist's services and activities rendered or products created during, or after the term pursuant to contracts (oral or written) entered into or "substantially negotiated" during the term, including all renewals and extensions. 19. In addition to and separate and distinct from the EPMA, Artist's Parents also negotiated and signed an agreement with Mr. Dymtrow whereby Artist's Parents agreed to guarantee, absolutely and unconditionally, the performance by Artist of all of Artist's obligations and services detailed in the EPMA. Annexed as EXHIBIT 1113" is a true and correct copy of the Parents' Guarantee. C. Mr. Dymtrow's Significant Efforts to Sharpen Artist's Talent, Manage Her Career, and Procure Opportunities and Contracts That Furthered Her Success. 20. Immediately after verbally agreeing to enter into the EPMA with Artist and the Guarantee with her Parents (about a year before the agreements were executed), Mr. Dymtrow began performing his services as agreed. He focused Artist's attention on improving her skills, worked to create a unique image of Artist that the public would accept, and procured opportunities and contracts that furthered Artist's career, including a music development/recording contract with RCA records which was entered into even before the EPMA and the Guarantee were signed by the parties. 6

PDF Page 10	Case 1:07-cv-11277-RJS 21. Document 11 Filed 03/21/2008 Page 9 of 27 At the time, and throughout the relationship, defendant Scott Swift gave his "word" on a "handshake" to Mr. Dymtrow that he would protect Mr. Dymtrow and ensure his financial stability with Artist, and that Mr. Dymtrow would be paid. Scott Swift's promises were made verbally and confirmed in writing to Mr. Dymtrow on several occasions. Scott Swift assured Mr. Dymtrow that there would be no reason to doubt the defendants' commitments. Andrea Swift also made similar promises. 22. Relying on defendants' contractual agreement to obtain court approval of Artist's contract and defendants' assurances, plaintiff became focused and consumed by his efforts on Artist's behalf instead of pressuring defendants to apply to the court immediately. 23. Mr. Dymtrow arranged for consultants to help Artist improve her skills (singing/vocal training, stage performance, branding/imaging/marketing, styling, etc.), encouraged Artist to write her own songs, educated Artist and her family about marketing, branding, and imaging to help develop a satisfactory press kit to present to music industry executives and for press/media coverage, arranged for media coverage, identified and negotiated a national marketing and advertising campaign with Abercrombie & Fitch, and scheduled meetings with recording companies in New York and Nashville (including Arista Records Nashville, BNA Records Label, Capitol Records Nashville, Dreamworks Nashville, Eve Records, RCA Records Label, Warner Brothers Records, and Warner Brothers Nashville). 24. Through Mr. Dymtrow's reputation in the music business and access to top-level music executives, he was able to secure many opportunities for Artist. In fact, due in significant part to her young age, not one major record label would even meet with Artist before Mr. Dymtrow agreed to represent her. Mr. Dymtrow initiated meetings with prominent members of the entertainment industry on behalf of Artist in order to promote her career. 7

PDF Page 11	Case 1:07-cv-11277-RJS 25. Document 11 Filed 03/21/2008 Page 10 of 27 By way of example, Mr. Dymtrow's effort, vision, reputation, and contacts in the music, fashion, recording, television, and film industries enabled him to secure the following opportunities for Artist: a. In or about April 2003, Mr. Dymtrow secured a performance for Artist at the Florida Musical Festival. Mr. Dymtrow arranged for Artist to perform on the single VIP stage alongside established artists and before major record label executives who attended the musical festival. b. Within just a few months of entering into the EPMA, Mr. Dymtrow scheduled several showcase performances for Artist in New York City venues and exposed her to several record label executives. C. Within six months of meeting Mr. Dymtrow, he. arranged meetings with executives from Warner Brother Records and Jive Records in New York, and introduced Artist to these executives and arranged for her to showcase her talent and perform for them in person. d. In or about June 2003, Mr. Dymtrow scheduled meetings for Artist with executives of record labels , agents, and music publishers in Nashville, Tennessee and accompanied Artist during a pre-arranged week-long showcase of Artist's talent. e. As a direct result of Mr. Dymtrow's efforts, persistence, and follow-up conversations and emails with various executives at RCA on behalf of Artist, RCA offered Artist an artist development recording contract. After extensive negotiations between RCA and Mr. Dymtrow and Artist's attorneys, Artist entered into a contract with RCA. 8

PDF Page 12	Case 1:07-cv-11277-RJS f. Document 11 Filed 03/21/2008 Page 11 of 27 Mr. Dymtrow contacted RCA's A&R Department and requested a list of all of the publishers with whom RCA planned on having Artist meet. Mr. Dymtrow requested this information so that he could personally conduct research on all of the publishers to find out which company best suited Artist and met the goals and expectations Mr. Dymtrow and Artist had set for Artist. g. On or about July 21, 2003, Mr. Dymtrow and Artist met with the President of EMI Music Publishing to evaluate and review potential publishing opportunities for Artist. h. Mr. Dymtrow arranged for Artist to perform at many venues including "America's Camp" (also known as "Rudy Giuliani's Camp"), and "Britney Spears' Camp for the Performing Arts" for two consecutive years. These venues enabled Artist to perform alongside recognized performers and exposed Artist to these performers' fan bases. i. In or about October 2004, Mr. Dymtrow secured and negotiated The Exclusive Songwriter Agreement between Sony/ATV Publishing and Artist ("Publishing Agreement") which secured publishing rights to Artist's music compositions. The Publishing Agreement was made effective November 1, 2004, but signed by Artist and her Parents on January 20, 2005. Annexed as EXHBIT "C" is a true and correct copy of the Publishing Agreement. 26. In most of the public performances that Mr. Dymtrow arranged for Artist, Artist was usually the only featured "rising star." In other words, Mr. Dymtrow secured for Artist the 9

PDF Page 13	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 12 of 27 opportunity to perform alongside established artists who were already recognized in the music business. This enabled Artist to establish herself as a serious musician and credible songwriter, and to be exposed to the audiences of established talent; thereby accelerating Artist's ability to develop her own fan base. 27. Mr. Dymtrow's efforts transcended the music industry and included exposing Artist to the fashion, television, and film industries, and created opportunities for Artist that contributed to her success. By way of example, Mr. Dymtrow's effort, vision, reputation, and contacts in the entertainment industry enabled him to secure the following opportunities for the Artist; a. On or about April 4, 2004, Mr. Dymtrow secured for Artist her appearance in the national Abercrombie & Fitch advertising campaign entitled "Rising Stars." Mr. Dymtrow's efforts enabled Artist to participate in the Abercrombie and Fitch ("A&F") campaign without an audition. Mr. Dymtrow negotiated Artist's involvement with the campaign in a way that showcased Artist as a singer/songwriter/musician. Artist's photograph and biography appeared in A&F's Fall 2004 magazine. In addition, Artist's photograph hung as a mural on A&F store walls across the country. b. Artist's participation in the A&F Rising Stars advertising campaign was secured and negotiated by Mr. Dymtrow, and memorialized in the Talent Services Agreement with Abercrombie and Fitch Merchandising & Design Co. ("A&F Agreement"). The A&F Agreement was executed by Artist 10

PDF Page 14	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 13 of 27 and Andrea Swift in or about April 24, 2004. Annexed as EXHIBIT "D" is a true and correct copy of the A&F Agreement. C. In or about June 2004, Mr. Dymtrow negotiated a contract for Artist with Maybelline Cosmetics for their "Chicks With Attitude" music compilation CD. Artist was the only country music artist featured on the CD. Mr. Dymtrow was able to negotiate with Maybelline for the CD to contain one of Artist's original songs and her photograph. d. Mr. Dymtrow scheduled two screen tests for Artist-one with Nickelodeon television, and one for 20`x` Century Fox's film Flicka, staring Tim McGraw. C. In August and in October 2004, Artist appeared in Vanity Fair magazine. Her career was highlighted in other magazine and newspaper articles about her. D. Mr. Dymtrows' Significant Efforts to Procure a Recording Contract with Big Machine Records and a Talent Representation Contract with Creative Artists Agency for Artist. 28. Mr. Dymtrow "shopped" Artist to major record labels including , but not limited to Capitol Records, Universal Music Group, Curb Records , and Warner Brother Records, and invited executives from these labels, as well as other entertainment executives and professionals, to attend Artist's showcase at the Blue Bird Cafd. 29. In or about October 2004 , Mr. Dymtrow had a "press-package" sent to Artist's current record label owner, Scott Borchetta (`Borchetta"). Mr. Dymtrow called and also invited Borchetta, who was an executive with Universal Music Group at the time, to Artist' s Blue Bird Cafe showcase, and arranged to set up a meeting with Borchetta before the showcase. Upon 11

PDF Page 15	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 14 of 27 information and belief, Borchetta heard Artist's music for the first time after Mr. Dymtrow had a demo sent to him. 30. Upon information and belief, Borchetta was the Executive Vice-President for Universal Music Group at the time. 31. On or about November 1, 2004, Mr. Dyrntrow traveled to Nashville to visit major record labels and attended Artist's showcase at the Blue Bird Cafe. Mr. Dymtrow met with executives at Warner Brother Records and Capitol Records , and with Borchetta, and others to update them on Artist's career, discuss Artist ' s potential and marketability, and the prospect of a record contract. 32. In or about late 2004/early 2005, Borchetta told Mr. Dymtrow he was leaving his position at Universal Music Group to start his own independent record label, and that Borchetta wanted Artist and Mr. Dymtrow to be part of his plans. 33. On or about January 26 , 2005 , Mr. Dymtrow again met with Borchetta to discuss Borchetta ' s continuing interest in Artist and Mr. Dymtrow ' s ideas and plans for making Artist a big star and signing her to a second record contract. 34. On or about March 7, 2005, Borchetta issued a press release that he was leaving Universal Music Group to start his own record label. 35. At or about that time, Mr. Dymtrow began negotiating terms and conditions of a record contract with Borchetta who, based on Mr. Dymtrow 's efforts on behalf of Artist, expressed the desire to sign Artist to his new record label and offer her a lucrative record contract with Borchetta's new label Big Machine Records. These contract negotiations between Mr. Dymtrow and Borchetta continued over the course of the next several months. 12

PDF Page 16	Case 1:07-cv-11277-RJS 36. Document 11 Filed 03/21/2008 Page 15 of 27 Mr. Dymtrow worked closely with Borchetta to ensure that Artist would get the most favorable record contract terms. In fact, on several occasions Mr. Dymtrow and Borchetta discussed the contract terms and conditions in detail. 37. On or about July 12, 2005 Scott Swift told Mr. Dymtrow that Scott Swift was terminating his professional relationship with Mr. Dymtrow. It was not until on or about August 1, 2005 that Artist, through her lawyer, sent a letter purporting to disaffirm the EPMA with Mr. Dymtrow. 38. Upon information and belief, Scott Swift held up the signing of the Big Machine Records record contract until after Artist disaffirmed the EPMA with Mr. Dymtrow in order to deprive Mr. Dymtrow of his just compensation. 39. Upon information and belief, Artist signed her record contract with Big Machine Records within a few weeks after Artist disaffirmed the EPMA with Mr. Dymtrow. 40. In addition (and before the EPMA was disaffirmed), Mr. Dymtrow pursued talent agency opportunities for Artist, including opportunities with Creative Artists Agency's ("CAA") Nashville and Los Angeles offices. 41. In particular, Mr. Dymtrow explored opportunities to convince CAA to represent Artist. To that end, Mr. Dymtrow met with CAA executives on several occasions; and with defendants' knowledge and encouragement, discussed CAA's representation of Artist. These negotiations occurred at or about the same time that Mr. Dymtrow was negotiating Artist's record contract with Borchetta and Big Machine Records. 42. Mr. Dymtrow worked closely with CAA to ensure that CAA would agree to represent Artist, and that Artist would get the most favorable talent contract terms possible with 13

PDF Page 17	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 16 of 27 CAA. In fact, on several occasions Mr. Dymtrow and CAA executives discussed the contract terms and conditions. 43. In addition, Mr. Dymtrow arranged for CAA to give Artist the exclusive Nancy Drew film script for Artist to read for a possible role in the film. 44. In June 2005, CAA offered to sign Artist as their client. 45. Upon information and belief, Scott Swift held up the signing of the CAA contract until after the EPMA was disaffirmed in order to deprive Mr. Dymtrow of his just compensation. 46. Upon information and belief, Artist signed her talent contract with CAA within a few weeks after Artist disaffirmed the EPMA with Mr. Dymtrow. 47. During the period of negotiations with Big Machine Records and CAA (and prior to the disaffirmation), defendants encouraged Mr. Dymtrow to continue to be in contact with Borchetta and CAA and to negotiate the best contract terms for Artist. Defendants constantly assured Mr. Dymtrow (both verbally and in writing) that they recognized and appreciated his efforts on behalf of Artist and that they would continue to support him and his efforts to maximize Artist's potential and manage her career . Defendants assured Mr. Dymtrow they would protect his interests and reward his efforts in accordance with the EPMA. 48. In fact, Scott Swift exemplified his promise of a long-term relationship with Mr. Dymtrow in several ways, including by seeking to procure an insurance policy on the life of Mr. Dymtrow for the benefit of defendants. E. Defendant Scott Swift' s Interference With the EPMA and Its Resultant Disaffirmance. 49. Upon information and belief, in or about May 2005, Scott Swift began to systematically and wrongfully discredit Mr. Dymtrow's efforts on behalf of Artist, and interfere 14

PDF Page 18	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 17 of 27 with Mr. Dymtrow's management of Artist, including threatening Artist to disaffirm her EPMA with Mr. Dymtrow, or else lose all economic support from him for her career. 50. Scott Swift engaged in a concerted effort to create a division between Mr. Dymtrow and Artist so as to deprive Mr. Dymtrow of the benefits of the EPMA and of oral and written promises made to him by defendants, with the intent to deprive Mr. Dymtrow of the compensation to which he was justly and equitably entitled. 51. Prior to inducing his daughter to terminate Mr. Dymtrow's management, Scott Swift requested of Mr. Dymtrow and obtained Mr. Dymtrow's plans and goals for Artist and contacts he was relying on to continue Artist's success. Scott Swift did this to obtain leads from plaintiff without compensating him for same. 52. For example, on or about July 5, 2005 (and prior to disaffirmation), Scott Swift demanded that Mr. Dymtrow immediately draft approximately nine (9) different business plans to chart the course of Artist's career for the next five (5) years. Mr. Dymtrow provided that information as requested. 53. The following day, Mr. Dymtrow was asked by Scott Swift about who owned Artist's master recordings. While not known to Mr. Dymtrow at the time, this request was done to begin usurping control from Mr. Dymtrow. 54. On or about July 8, 2005, Mr. Dymtrow gave Scott Swift an outline of expected occurrences for Artist over the next few months in response to Scott Swift's July 5 demand. That same day and at Scott Swift's insistence, Mr. Dymtrow also gave Scott Swift a brief breakdown of the deal points and expectations that were recently negotiated with Borchetta. 15

PDF Page 19	Case 1:07-cv-11277-RJS 55. Document 11 Filed 03/21/2008 Page 18 of 27 At or around that time, Scott Swift, insisted that Mr. Dymtrow put together a list of record contract demands in case Borchetta was willing to give Artist "any" contract terms she demanded. 56. Upon information and belief, Scott Swift requested the information provided by Mr. Dymtrow intending that Mr. Dymtrow would be terminated as manager and denied the benefits of his agreements with defendants. Moreover, Scott Swift took the information and used it to further negotiate on behalf of Artist opportunities procured by Mr. Dymtrow. 57. Upon information and belief, defendant Scott Swift designated himself Artist's manager after the EPMA was disaffirmed and used all of the information provided by Mr. Dymtrow to defendants' economic advantage. 58. On or about July 11, 2005, Mr. Dymtrow and Borchetta scheduled meeting times for Mr. Dymtrow's trip to Nashville the following day in anticipation of further negotiating the terms of the Big Machine Records record contract. In fact, arrangements had been made to schedule a photo shoot for Artist to promote and market her as the new artist signed to Big Machine Records. The photos to be taken were intended to be used for Big Machine's website, Artist's official website, images for the first music single cover, music album artwork, and merchandise artwork. 59. Mr. Dymtrow arrived in Nashville the following day and drove to defendants' home as was typical. Mr. Dymtrow had several meetings scheduled during the trip, including one with Borchetta and one with representatives of Sony/ATV. 60. Shortly before Mr. Dymtrow's meeting with Sony/ATV, Scott. Swift informed Mr. Dymtrow that Mr. Dymtrow was not permitted to attend the Sony/ATV meeting. After Mr. Dymtrow questioned Scott Swift as to why he was not permitted to attend the meeting that he 16

PDF Page 20	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 19 of 27 had scheduled, Scott Swift, in the presence of Andrea Swift (Artist was in her bedroom at the time), told Mr. Dymtrow that Scott Swift was terminating their professional relationship with Mr. Dymtrow. 61. Upon information and belief, Scott Swift prevented Artist from attending the meeting between Mr. Dymtrow and defendants Scott Swift and Andrea Swift. 62. Scott Swift said the termination would be "temporary for the next few months." Scott Swift explained to Mr. Dymtrow that Scott Swift would assume the role of manager of Artist from that point on and handle the management duties for Artist, and that Artist would seek Mr. Dymtrow's services in the future as needed. 63. Scott Swift explained that the reason for the termination was because defendants expected that Mr. Dymtrow would move to Nashville to be close to Artist, and since Mr. Dymtrow would not do that, Scott Swift needed to terminate his services. 64. After his termination, Andrea Swift and Artist asked Mr. Dymtrow to have dinner with them so that they could explain what had just happened. During the drive to the restaurant, Artist informed Mr. Dymtrow that she did not want to terminate her relationship with Mr. Dymtrow but that her father threatened her and that that she would have to "choose between (her] father and (Mr. Dymtrow]." 65. Artist continued to explain to Mr. Dymtrow that her father threatened to cut-off any economic support related to her career advancement if Artist did not agree to disaffirm the EPMA with Mr. Dymtrow. Andrea Swift confirmed what Artist told Mr. Dymtrow. Both Artist and Andrea Swift blamed Scott Swift for forcing the termination of Mr. Dymtrow upon them. 66. It was not until on or about August 1, 2005 that Artist, through her lawyer, sent a letter purporting to disaffirm the EPMA with Mr. Dymtrow. 17

PDF Page 21	Case 1:07-cv-11277-RJS 67. Document 11 Filed 03/21/2008 Page 20 of 27 Upon information and belief, defendants intended to gain the benefit of Mr. Dymtrow's services without compensating him in accordance with the EPMA. 68. At no time did defendants offer to compensate Mr. Dymtrow for unpaid services he rendered to Artist, despite demands for same made by Mr. Dymtrow. 69. Scott Swift wrongfully interfered with Artist's professional relationship with Mr. Dymtrow. 70. Although Sig Machine Records has assigned a "manager" to Artist, upon information and belief, defendant Scott Swift remains Artist's de facto exclusive personal manager to this day. 71. Upon information and belief, Artist does not pay an industry-standard 20% exclusive personal manager commission to a personal manager. AS FOR THE FIRST CAUSE OF ACTION (Taylor Swift, Scott Swift, and Andrea Swift) (Unjust Enrichment - Quasi Contract - Quantum Meruit Claims) 72. Mr. Dymtrow incorporates by reference all paragraphs of this Complaint, as if fully set forth herein. 73. A professional relationship existed between Artist and Mr. Dymtrow and Parents and Mr. Dymtrow, whereby Mr. Dymtrow was to perform managerial services for Artist and Parents in exchange for compensation. 74. From in or about early 2003 to in or about July 2005, Mr. Dymtrow performed managerial services for Artist and Parents, for their benefit, with the mutual understanding that Mr. Dymtrow would be compensated for his work. At the time that all the services were being performed and provided by Mr. Dymtrow, defendants knew that Mr. Dymtrow was performing such services and encouraged such performance, and that he expected to be paid for same. 18

PDF Page 22	Case 1:07-cv-11277-RJS 75. Document 11 Filed 03/21/2008 Page 21 of 27 Over the course of a two-and-one-half-year period, defendants encouraged Mr. Dymtrow to continue to engage in significant efforts to further the career and reputation of Artist and repeatedly told him that he would be justly compensated per the terms of the EPMA and the Parents' Guarantee for those efforts and that his interests under the EPMA and the Parents' Guarantee would be protected. 76. Defendants have benefited and been enriched from Mr. Dymtrow's efforts in furtherance of Artist's career and fame, and the circumstances make it unjust, in equity and in good conscience, for the defendants to profit from the use of Mr. Dymtrow's efforts without just compensation, 77. Mr. Dymtrow was the efficient producing cause of Artist's various agreements. 78. While Artist may have had a right to disaffirm the EPMA, Mr. Dymtrow is entitled to the benefit of his efforts, and Artist can not be unjustly enriched. Mr. Dymtrow is entitled to the reasonable value of services which, for all intent and purposes, is the same as that which was provided in the EPMA. Mr. Dymtrow is entitled to quantum meruit. 79. Mr. Dymtrow fully performed any and all of his obligations under various oral and written agreements and was the efficient producing cause of Artist's various agreements. 80. Defendants have failed to compensate Mr. Dymtrow for the reasonable value of his services, despite demand for payment of same. 81. Had Mr. Dymtrow not been occupied with efforts to promote and advance Artist and her Parents, he would have directed those efforts, time, and energy profitably on behalf of other clients. 82. As a direct and proximate result of Defendants' failure, Mr. Dymtrow has been damaged and he is entitled to quantum meruit reasonably due for his services. 19

PDF Page 23	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 22 of 27 AS FOR THE SECOND CAUSE OF ACTION (Andrea Swift and Scott Swift) (Breach of Contract) 83. Mr. Dymtrow incorporates by reference all paragraphs of this Complaint as if fully set forth herein. 84. Defendants Andrea Swift and Scott Swift negotiated and entered into a valid and binding contract with Mr. Dymtrow wherein they agreed to guarantee, absolutely and unconditionally, the performance by Artist of all of Artist's services as expected and as set forth in the EPMA, and to indemnify and hold Mr. Dymtrow harmless from any act, error, or omission of Artist in the performance of Artist's services under the EPMA. 85. In exchange for defendants Andrea Swift and Scott Swift agreement to guarantee that Artist would perform as expected and set forth in the EPMA, Mr. Dymtrow agreed to act as Artist's manager and engage in efforts to advance Artist's career, including the use of Mr. Dymtrow's proprietary business contacts and connections to secure for Artist the many opportunities to promote her image and music. 86. The Parents' Guarantee constituted a binding contract supported by good and valuable consideration. 87. Upon information and belief, within a few weeks of disaffirming the EPMA, Artist executed a record contract with Big Machine Records, a contract with CAA, and other contracts each of which were initiated by and negotiated through Mr. Dymtrow, with materially similar terms. 88. Despite Mr. Dymtrow demands, Defendants thereafter failed and refused to pay Mr. Dymtrow his percentage gross income of these contracts. 89. In addition, Mr. Dymtrow is entitled to other fees related to other opportunities and contracts entered into during the term or related to contracts substantially negotiated during 20

PDF Page 24	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 23 of 27 the term, including the Sony/ATV publishing contract, the CAA Agency Agreement, the Big Machine Records record contract, and other agreements entered into during the EPMA term or substantially negotiated during the term. These fees are due and owing to Mr. Dymtrow by defendants. 90. In 2005, defendants purported to terminate the EPMA and Parents' Guarantee without paying Mr. Dymtrow his percentage of other monies due and owing to him. Defendants' purported termination constituted a separate material breach of the parties' agreements. 91. Mr. Dymtrow has complied with his obligations under the EPMA and Parents' Guarantee. 92. As a result of Defendants Andrea Swift and Scott Swift's breaches of the Parent's Guarantee, Mr. Dymtrow has been damaged in an amount to be determined at trial, plus interest. AS FOR THE THIRD CAUSE OF ACTION (Andrea Swift and Scott Swift) (Promissory Estoppel and Estoppel in Pais) 93. Mr. Dymtrow incorporates by reference all paragraphs of this Complaint as if fully set forth herein. 94. Defendants Andrea Swift and Scott Swift clearly and unambiguously promised, in words and in action, to guarantee that Artist would perform as expected and as set forth in the EPMA; and never to engage in any course of conduct that would encourage and/or suggest to Artist that she should disaffirm the EPMA. 95. Defendants Andrea Swift and Scott Swift promised Mr. Dymtrow that they would protect Mr. Dymtrow's economic interests and guarantee that Artist would perform as expected and set forth in the EPMA. 21

PDF Page 25	Case 1:07-cv-11277-RJS 96. Document 11 Filed 03/21/2008 Page 24 of 27 Defendants Andrea Swift and Scott Swift reemphasized their promises to guarantee that Artist would perform as expected and set forth in the EPMA; and promised to never engage in any course of conduct that would encourage and/or suggest to Artist that she should disaffirm the EPMA. 97. The Defendants Andrea Swift and Scott Swift's statements and actions, including the foregoing statements and actions, have led Mr. Dymtrow to believe that they promised to guarantee that Artist would perform as expected and set forth in the EPMA; and to never engage in any course of conduct that would encourage and/or suggest to Artist that she should disaffirm the EPMA, and led Mr. Dymtrow to conduct his business and efforts on the basis of such belief. 98. Mr. Dymtrow reasonably relied in good faith on defendants Andrea Swift and Scott Swifts promises and conduct; and in such a manner as to change his position for the worse, including by expending substantial efforts over nearly two-and-one-half years in building, managing, and maintaining Artist's career and success. 99. The application and attendant consequences of the preclusion do not cause detriment to a wholly innocent person. 100. The Parents are thereby precluded from asserting rights which night have otherwise existed at law and in equity. 101. The Parents' breach of their promises while obtaining the benefits of Mr. Dymtrow's efforts should equitably estop then' from denying to Mr. Dymtrow the benefit of his efforts. Mr. Dymtrow is entitled to the benefit of his bargain based on estoppel theories. 22

PDF Page 26	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 25 of 27 AS FOR THE FOURTH CAUSE OF ACTION (Scott Swift) (Tortious Interference with Prospective Economic Opportunity) 102. Mr. Dymtrow incorporates by reference all paragraphs of this Complaint as if fully set forth herein. 103. Mr. Dyintrow had an ongoing business relationship with Artist and solicited and obtained opportunities for Artist related to her success as a singer/songwriter and teen country music artist. Defendants Andrea Swift and Scott Swift are well aware of such relationships and opportunities. 104. Defendant Scott Swift's activity and inducement of Artist to disaffirm her EPMA has been undertaken intentionally and willfully. These actions, including threats ending all economic support of Artist, are illegal and have wrongfully interfered and continue to interfere with Mr. Dymtrow' s business relationships and opportunities related to Artist. 105. Defendant Scott Swift was well aware that harm to Mr. Dymtrow would proximately result from their actions. 106. Defendant Scott Swift intentionally procured Artist's breach of the EPMA by encouraging and inducing Artist's refusal to perform under the EPMA, or otherwise breaching the EPMA. 107. Defendant Scott Swift's actions were done solely to harm Mr. Dymtrow or were done by dishonest or unfair means . His actions were willful, malicious and/or fraudulent. 108. Mr. Dymtrow has been damaged as a direct result of Defendant Scott Swift's tortious conduct in an amount to be proved at trial, exclusive of interest and punitive damages. 109. Artist would not have disaffirmed the EPMA were it not for her Scott Swift's willful and wrongful interference. 23

PDF Page 27	Case 1:07-cv-11277-RJS Document 11 Filed 03/21/2008 Page 26 of 27 AS FOR THE FIFTH CAUSE OF ACTION (Breach of Implied Covenant of Good Faith and Fair Dealing) (Andrea Swift and Scott Swift) 110. Mr. Dymtrow incorporates by reference all paragraphs of this Complaint as if fully set forth herein. 111. The covenant of good faith and fair dealing is implied in every contract. 112. The covenant of good faith and fair dealing inherent in the Parents' Guarantee barred Andrea and Scott Swift from threatening, encouraging, and/or inducing Artist's refusal to work with Mr. Dymtrow and disaffirmation of the EPMA. By reason of Parents wrongful acts and conduct, including encouraging and inducing that refusal by Artist, Andrea and Scott Swift breached that covenant, and therefore committed a material breach of the Parents' Guarantee. 113. Andrea and Scott Swift breached the covenant of good faith and fair dealing and unfairly frustrated the agreed common purpose of the EPMA and the Parents' Guarantee, disappointed Mr. Dymtrow's reasonable expectations, and thereby deprived Mr. Dymtrow of the benefits of the EPMA and the Parents' Guarantee. 114. As a result of Defendant's breaches of the implied covenant of good faith and fair dealing, Mr. Dymtrow has been damaged in an amount to be determined at trial, plus interest. PRAYER FOR RELIEF WHEREFORE , Plaintiff DANIEL DYMTROW demands judgment against defendants TAYLOR SWIFT, ANDREA SWIFT, and SCOTT SWIFT, jointly and severally, as follows. 1. For compensatory, consequential, and incidental damages against all defendants according to proofs at trial and interest; 2. For punitive damages against Scott Swift in an amount to be determined at trial; 24

PDF Page 28	Case 1:07-cv-11277-RJS 3. Document 11 Filed 03/21/2008 Page 27 of 27 For an accounting of any and all Taylor Swift's past and future gross income from any and all contracts entered into or substantially negotiated during the term of Mr. Dymtrow's Exclusive Personal Management Agreement with Taylor Swift; 4. For reasonable attorneys' fees and costs of suit incurred in connection with this commencement and prosecution of this action; and 5. Such other and further relief as the Court may deem just and proper. JURY DEMAND Mr. Dymtrow hereby respectfully requests that this action be tried before a jury. Dated: New York, New York December 14, 2007 By Fernando M. Pinguelo, Es 875 Third Avenue 18th Floor New York, NY 10022 Telephone: (212) 808-0700 Facsimile : (212) 808-0844 Vivek V. Gupta, Esq. (VG-9794) GUPTA LEGAL, PLLC 14 E. 4"' Street, Suite 803 New York, New York 10012 Telephone: (917) 686-4954 Facsimile: (646) 356-6901 Attorneys for Plaintiff Daniel Dymtrow Dated: December 14, 2007 New York, New York 25

PDF Page 29	Case 1:07-cv-11277-RJS Document 11-2 Filed 03/21/2008 Page 1 of 12 m x a

PDF Page 30	Case 1:07-cv-11277-RJS Document11-2 Filed 03/21/2008 Page 2of12 Enfubtt A

PDF Page 31	Case 1:07-cv-11277-RJS Document 11-2 Filed 03/21/2008 Page 3 of 12 . ORIGINAL : Dan D]ymtrow 155'East 73'd Street, #510 New York. NY 10010 Mamh 2S, 2003 Taylor Swift 78 Grand View Blvd. Wyomissing, PA 19609 Re: Exclusive Personal Manages mk Agreement Dear Taylor , 7111-fbilowing, when signed byyou (referred to hereinas"Ar dst"j and I ("Manager" ), will constitute a cornplcte and binding agreetuent between Artist and Manager with respect to Artist's engagement of Manager as Artist's exclusive personal manager on theterrns and conditions contained herein: 1_ Territnrv: 2. &Dope ofAjEct gcrja Activrh'es• The World ; t l (a) ManagershalI beA isescxelusivepersonalmanagerhithe "EntertaitmtadIndustry (as defined below) and Manager stud] core with, counsel and advise Artist in all matters and activities pertaining to Artist`s career is the E^tertairiruent Industry. (b) Artist shall promptl advise Manager ofall viable offzrs ofemploymesit, and of all inquiries concerning Artist's career, so drat age, may oo, nsult with and advssc Artist whcthar same arc cotnpatble Frith Artist's ewer,. Notwithstanding the foregoing, but except as spee^'caily provided for heieinbelow, Manager shall not commit 14s^ist or acdept any such employment oils an Artist's behalf, " without-Artist's prior writt= approval. ^ 3. Term: (a) The term of this A ' eat (the "Term') sball be for a period commencing upon the date hereof, and ending upon tl I oil ofthe "Second Alb %.m Cycle?, which for purposes of this Agreement shall be deemed to be the later of (x) sb4 (60) days after the cornpletion of all personal appearances and ccr=its performed by Asti tin coamection vAthhocseeond-albuen recorded fcyllowing the date hemof (tlie "Second Albion"), and 6-) t6watck that Ard% commences greTwductiion activities for the nen stusceeding album embodying newly iv6ded studio perfonnancses ofArtistm be delivered to Artises record company after the delivery of the S. Album (such album is refcrrcd to herein as the `Ihird (b) Notwithsiandiag as rtfsing to the eoubuy coataiued-herein, Artist strap have the ager if within eigletoea (19) nwn(bs frorn the cominenceruent right to terminate the Term by notice tot date hereof (toe "18 Montle Period"), Alias ant cantmz^ l into, an agreement far ?artist's services w a [3'^.taiA^➢tG1DulTllTsylwS^xiftltay;omtm^agcurtnt4.vrpd t

PDF Page 32	Case 1:07-cv-11277-RJS Document 11-2 Filed 03/21/2008 Page 4 of 12 recording artist with a major U.S. record C^ rnpany or with a record label distributed by a major record company (the major record companies as of the date hereof being Sony Music, Inc., the record companies compromising the WEA Group, EMG Records, EMI, and the record companies comprising the Universal Music Group). Such notice of termination , alordw to be effective, must be sent by Artist to Manager not later than sixty (60) clays following the end pf the 18 Mondt Period. 4. Maear;er's Coerrmission: (l) (a) euin9 the term. Manager shall be entitled to receive from Artist, twenty (20%) percmt (the "Feen) of Artist's "GrossiIncorne" as a result of or in connection with ArtisCs activities in the Entertainment lndwtry during the Terse. (2) Notwit#hstandinganytliingtothecontraryabove..M anagoesparticipationin Artisfs Gross income carried, received or credited after the Terre in connection with Artist's servivz and activities rendered or products created derink orafter the Tents pursuant to contracts or agresrnents (oral or written) entered into orsubstantially.negatia ed during1hoTerm , including any and all renewals, extensions rnodifrcat bas;substitutions, aced additions tristo, shall continua for aperiod offour(4) years foifowing the expiration or tentsirr on of the Term hereof (the "Post Torn Period "), and shall be as follows: Post= 'erm Years !l &2 3 4 (b) Fee 106 of the Gross Income 7-5 % of the Gross Income _"YQ of the Gross Yncoma As used in this Agree^ ement, (1) "Entertainment industry" includes , without limitation, all services and activities in -such fields of cadeavoi : as phonograph records (ittdlnding but not limited to recording and production ), transcriptivns,musical andlor drarriatrc perforrnancex,suing, radio , television, mrotti pictures, music, publishing, personal appearances, co eerts, road shows, tours, raft and cabaret performing, hotel, restaurant and private function pecforrning, literary and theatrical engagements, radio and television cowmcrr, ials; commercial merctmndisirig e6dorsemmts and tiro-ins and for all and any other media of entertainment for which Artist may be or tecorne gaWified; and the sale, lease or outer disposition of rnusccalE, lit wwy, drarnatic.orotncr arrdstie. material-which Artistmay. create- compose-yr ka or collaborate, directly or ind'rroctly, in whole or in part in. is W and all fields ; and any act, unit or package sh ow of whitch Artist may be the ow aar or part owner, directly or indirectly: and "Gross Inca' e'rshall mean all forces of income , pinen% considm Lion, (2) compensation, sums, emolaments or any oth thing of monctwj value, including, salaries, advances, fees, royalties, bonuses, gills- shares of receipt, stock and stook options paid to credited to, or received by Artist (or any corporation, parWership, or otfier entity in which Artist has an interest, regardless of by whom procured) as a resuItofA rises activities in alrrd throughout the "Entratainruent, Industry" . Notwithstanding th$foregoing, Gross Income droll not includd (such excluded monies are sometimes referred to herein as the "Excluded Portion of Gross Income"): t monies paidtoArtrsttwderarecordingagmem utusedtopayachral C) hording and psoduetian costs (includ ing ones paid to third party producers and 'third party mixers) of Artist's master recordings and audiovisual i tics; x3.'W^Q^.. c- ee1D.tMTaytot5w18^}^aaimagern^nr4 .wpd. _ 2

PDF Page 33	Case 1:07-cv-11277-RJS Document 11-2 Filed 03/21/2008 Page 5 of 12 (i's) any mantes paid w ArtiStasreimbursementforso-called'"soundand lights" in connection with lure engagements; commissions paid to booking agents (not to exceed tae (100K) . percent); (iv) hitheeventArtistindependently manufac€uresmerchandise relat^ed to Artist's activities withintheEntertainment iridustry, anydirect andactualout of-pocket expensesdirecily incurred by Artist andlor paid to third parties (excluding, however, third-party commissions) in connection with merchudise directly manufactured bylArtisi; an$ income derived by Artist from any business investment (v) entrepreneurialactivities arod=non-entertainmentrelatodactivities pro Videdh6weverthat income derived from the writing or co-writing of books or other publications shall be considered Grass income hereunder; (vi) iMpmc derived from agreements substantially negotiated and entered into after the expiration or teri ;ninatiixe ofthe Term . In this connectia% all agreements substantially negotiated duringtheTer+n and conscunmatedwitltin-lbree(3) manths -thereaftershall be deemed entered into during the Ten-h; (vii) allitursiapublishingincomceamedbyArtistbutretainedbyorpaid to third parties, including, without limhatibn, songwriter' royalties payable to co-writers and publishing company administration fees; (viii} payments to Artist under a recording agreorucat in the nature of reraupabledeficittour support payments to the extent that such-payments are actually used byArtist for such purpose; and (ix) in-6onnection with liveperforrnauccs where rnoniespaysbletb Artist incl demonies payableto a so-called "openingaed" (provided UW Artist is notthe opening act), such monies as Artist pays to such opening act. All Gross Inoorne shall be paid to and collected by an accouatar ty gocounting firra (c) or business manager (the "Accountant") selected by Artist in consultation with Manager. ArtUtwill rauso the Acc ountartttoaccountfnrand pay to Muir ager all monies payable to Manager herein . Nfinagershall have the right to reasonable inspections of the Arfisty mW Aecountwfs books acrd records in order to verify the accuracy of such ace vuutings. Managees Foe siiall -be paid to Manager within fourteen (14) days following Accotrntsrnt's (or Artist's) rcoeiptof the Gross Income to which such Fee relates. E 5. - Irfsagger'x Rower of Att+ fpme- Artist:hereby irrevocably authorizes andappoints Manager as Artisfstrue and lawful agent and nttnmey4n-fact solely for the pocposts of appr axing and permitting the use of Artist's name (actual and professional), photogwphs, likenesses, and the like which have been previously approved by Artist for purposes of advertising and promotion of any and all of Artist's products and services & to sage documents on Artist's behiLlf for Artises live musical performance services of no loager than two (2) nights. 6. Wanagees ©ntside Acti+vitiPS: (a) x. The putics hereby acknowledge that from time to time during the Tarn hereof, tottCCIDA rrra}i«sWIawyra-a*S C w wr,a' 3

PDF Page 34	Case 1:07-cv-11277-RJS Document 11-2 Filed 03/21/2008 Page 6 of 12 Manager or other persons or entities PAU areowned and/or corrtralW by Matrager,or(ii) that, own and/or control Manager, or (iii) that are in common ownership and/or control with Manager ("Manager's Affiliates"), may package an entertainment program in which Artist is engaged or may act as the entrepreneur orpromoter ot ah entetiainhiRentproararn in vs hich Astistisengaged , or may engage Artistin connection with the recording and/or production of phonograph xocords, ores a songwriter, co¢aposer, arranger or otherwise in connection with the creation of Literary or musical works. Any such activity on the part of Manager or Manager's Affiliates steal I not (A) eonstitutza breach ofthis Agreement or of Manager ' s fiduclaryobligadons and duties to Artist, or (B) in any way a .fl' ct Manager's right to its fee hrreunder except as set forth in paragraph 6(b). (b) Manager shall not tie entitled to its fee from Artist in connection with any monies or other consideration derived by Artist (i) from any employment or agreement whcrevnder Artist is employed by Manager (or biManager' s Affiliates) in tvhiclr Manager (or Manager's Affiliates) is acting as (A) the packager of the entertainment program in which Artist is so employed, or (B) Ani ses music or literary publisher, ar (C) Artist's record company; or (ii) franc the sale. license or grant of any literary or rnusical rights to Manager (or to Manager"slAffiliates). (c) Solely with respmatosubparagrapth6(b)hereinabove, ArCistunderstandsandagrees that Manager shall notrender, nor shall Manager be obligated tarender , the personal management services contemplated in this Agreement With respell to the aforesaid non-comntissianable activities, and in corntec4ian therewith, Artist shall / have the right to seek and retain independerd advice. 7_ MznaL-ement Exncrhses: Artist will xeitriburse Mana¢ r for any and all expenses incurred by Manager on Artist's behalf in connection vvith the activities refetred to in paragraph 1 hereof, provided diet: I (I) expeases; Artist wil I not ba responsible for any portion of Managees overhead (2) Manager-shall not incur any single expense in excess of FiYe Hundred ($580.00) Dollars wh hoot Artist's prior written consent; and (3) /Manager slhalt not incur aggregate monthly expenses in excess of Two Tihousau4^Five Hundred (S2,500.00) Dollars without ArtiWs prior written consent. 8. W2rr2T%tie9sund Iienh^sehztalions_ (a) Artist warrmhtsy rgiresmils and agrees that: (ly Artist isnotlunderanydisabilit),restriod6norpmhibitionh ofther contractual or otherwise , with respect to Artist's right1to execute this agreement or to frilly perform its terms and conditions; and (2) Manager'sictivitiesonAttist'sbebalfunderthisagreement wilInotinfringe upon, violate or interfere-with the rights , w(wther statutory, or otherwise, of any one or more third patties. (b) Ma urger warrants, represents and agrees dud Manager is not under any disability, restriction or prohibition , either coati-actuarl or otherwise; with respect to Mwiager's right to execute this agreement or to fully perform its terms and conditions. ^w^wrt^«^nnray^^itwaxr^:cawed 4

PDF Page 35	Case 1:07-cv-11277-RJS 9. Document 11-2 Filed 03/21/2008 Page 7 of 12 Indemnification: Artistand Manageraoreeteaxeddoherebyindewnify save andholdtheotherharmless from all loss, damage and expenses (including reasonable outside att 6mq(s fees) arisingoutaf or connected tsith any third party claim which shall be inconsistent %%q* any agreement, warranty or representatian made by Artist or Manager in this agraeement provided satire is reduced to final judgment or settled with the consent (which consent slight not be unmasonabiy wt I hheid) of the other. Artist and Manager agree to reimbu a the other, on demand, for any paymelrt made ai any time after the date hereof with respect to guy liability to which the foregoing indemnity applies. The itademaifying party shall be notified of any such third party alaitti, action or demand and shall have theri jht, at Ws oik-a ekpense, to participate fn the defense thereof with counsel of irs own choosing, provided, however. the other par Vs decisioa in conneWwri with the defense of any such claim, action or demand shall be final. 10. Cure: I'lie failure by either party to perform airy of its rnateriai obligations hereunder drill. not be deetned a beeacV gfthis agreement (and neidier party shall have the right to terminate this xgreetnent) unless the party alleged to be iii default is given written notice of such failure to perfann and such failure is not corrected within 30 days from and after receiPit of such notice.. 11. Notices: All notices pursuant to this agr,muent shall be in writing and'shall be given either by persorial delivery, registered or certified 'tail (return receipt requested), or facsimile (Urith written confirmation via first class mail) at the respective addresses herein above set forth or such other address or addresses as may designated by either party-- All, such notices shall be deemed given hereunder an the data delivered or faxed, except that a notice of change of address shall be effective only from the date of its receipt. Copies of all notices to Artist shall be scat to Vivien Lewit, Esq., clo Davis, Shapiro, teivitt, Montone & [ayes, LLP, 689 Fifth Avenue, 5" Floor, New York, New York 10022,and copies ofall notices to Manager shall be sent to Ksisti N- Gambler Fsq., cfe Kaplan & Gamble, LLP, 432 Park Avenue South, V Floor, New Yodc, New York 1003 6. 12. Addwbasal Provisions: Artist and Mariag yF ' hereby atk-zowledge and 4gree that M:avager is not an (a) omployment agent, theatrical agrut, or limned artists' rmahagcr, and. that Manager has not promised to proctim employment or angagemetrts for Artist; and dwtManager "shall not be obligated to procure onto attempt to procure any employment or engahetmeats £orArft hereunder. Artist shaD be soielyrespousible for paymmt of all necessary commissions to booking or similar agoncins. (b) This agreement leas been entered into in the State of New York, and the vslid'tty, interpretation and legal affeet of this atgreeinent shall be governed by the laws of the State of New York applicable to contracts entered into and per formed entirely within the State ofNdw York. The NeW Ys same, via registered or cerfified mail, addressed to the applicable party at the address first ab w written or such other address as Artist or Manager may '}itiD^r^LOffiatlDAIQII'gwlaSvr^Fi^.tay^fosttian^traud.wp^ ^

PDF Page 36	Case 1:07-cv-11277-RJS Document 11-2 Filed 03/21/2008 Page 8 of 12 designate pummaut to paragraph 13 hereof. Any suet deliv ery ar mail service shall be deemed to have the same farce and efEect as personal service within the State of New YorL (c? Notwithstanding wing contained herein to the contrail, Arfist has advised Managerthat Artist is under eighteen ( 18) years of age. Artist shall cooperate wi reasonable requests by Manager is coeinection with any proceedir^^s Manager may. '^tituta to obt6in ' d icial approval of tit s Agr ent. In that regard, Artist hEreb3• consentst+o the establishment of arty trustfttnd or savings plan for Artist's benefit as the court to which such petition for approval is submitted cal des just and proper. At any tmc after Artist reaches the age of eigmem V 8) years (or sua other age as r"y be deemed the age of nwjority for papaws hereo#). Arty shall; upon h1anagec's request, reaffirm i4 writing the validity and enforceability of this Agreement. If Manager is unable to vbt' g judicial approval ofthis Agreemrsut, or if Artist fails to so reaffirm this Agreement within tea (10) days alter Manager's request therefor, Manager shall have the right (but not the obligation , aad "without limiti ig Manager's othe^ rights And rernedim)to terminate the Term hereof, in which event Manager shall have' no f ether obligatWns to Artist heremdor (other than the obligationtapayruyaltiesda, ifany). Artistherebyagteeetocause^rdst'slcgalguandian(s) to sign the inducement letters/parental agrecsuentattached hereutas F,xlEibir "A".^ (d) ARTIST MREDY ACXN0W1XDGES THAT SHE HAS SEEN ADVISEM WENT LEGAL C^UNSEL TO ADVISE W!1"AGER.OFHER RIGITT TO RETAIN. IN XP=' , AND WHAT ARTIST HAS AVAILED HER IN COMI`.CTION WITH THIS A BMM1;F OF SUCH RIGHT OR HAS KNOWIG]`.YAlV>F±D SITCS RT(3IIT5. ARTIST AG[C OWI.EDG>F•S THAT SIDE HAS NOT BEEN JNFLUENCM ^ TO ANY EX'T'ENT WHATSOEVER. IN EXECUTL IC TMS AGMEWNT BY ANY RE PRESENTATIONS OR STATEMENTS W.1TR RESPECT TO AN-Y MATTERS MADE BY MAX+ER OR BY ANY OF , Id"AGEWS PRMCWALS OR ENlfPLOYEES. Very trwy yours, DAN DY.A'JE'TROW AECEPTFD AND AGREED TO. I Nofteai sou Qlnd R. sh"Mr, Notary Fabric V+^yom+ssiug Sao Seft County W Cb^mGsiva ^m SepL 2& 2466 ^,aiu.^n, a>^a^anarts rq, V>4$- G, 2,C0 ti.1 dalbfrkelDAWr:sjtarSwffaybmmoacnv-mfwpd 6 i

PDF Page 37	Case 1:07-cv-11277-RJS Document 11-2 Filed 03/21/2008 Page 9 of 12 Scott and Andrea Swift 78 Grand View-Blvd, Wyomissing, PA 19509 March 25, 2003 Dan Dymb-ow 155 East 23N street, 4510 New YOKkI NY 10010 Dear Dan: I have been advised that Taylor Swift (hereinafter referred to as "Atfsn has entered into a management agreement dated as of March 25, 2003 with you ( die "Agreement"). ilacknowledge that I have rtad and am familiar with the Agreement. ra consideration of your eutering into the Agmernent with Artist, and as fdrtbar indueemcnt to you to do so (it being to my benefit that you enter into same}i I hereby agree as foltows: 1. I ant Artist's legal guardian; 2. Artist is presently a-minor; 3. I will cooperate with you and sliall sign such document4 as you rnayreasonably request in connection with any proceeding to obtain judicial approval of the I Agreement; 4. 1 guarantee, absolutely and unconditionally. the perforTnance by Artist of all of Artises obligations pursuant to tho Agreement, and shaIi ,,W emnify and hold you hww.less from any act, error or omission of Artist i n the'perfarntance of Artist's serv ices and o bli gations anclerthe Agre emenl. Smrorn to before me this -_ day bf-N_^zt}a `1 Wo H-.LDmsaKNJ'`xelFUlNCi'aylad^riflltayfomtan^catctii^n'Pd 4

PDF Page 38	Case 1:07-cv-11277-RJS Document 11-2 Filed 03/21/2008 Page 10 of 12 4 HaqlyxS \ i

PDF Page 39	Case 1:07-cv-11277-RJS Document11-2 Filed 03/21/2008 Page 11 of 12 Exhibit B

PDF Page 40	Case 1:07-cv-11277-RJS Document 11-2 Filed 03/21/2008 Page 12 of 12 I.;XMr"A-" Scott and Andrea Swift 78 Grand Vim-Blvd, . Wyomi ssing, PA 19609 lv Mvh 25, 2 003 Dan Dymtraw 155 East 23w Street, 4510 New York, NY 144 i 0 Dear Dan: I have been advised that Taylor Swift (Imminafter refcred to as "A qsn has entered into a management agreement dated as of lWarch 25, 2003 with you (the"Agreemene. )acknowledge that I have road and am familiar with the Agrccruent. In consideration of your entering into the Agreement witty Artist , and as further inducement to you to do so (it being to my benefit that, you enter iota same), 1 hereby agroe as JbIlavvs: t. I ant Artist's legal guardian; 2. Artist is presently &minor, 3. 4. t I will cooperate with you and shall sign such documents as you may reasonably request in connection with any prorect #ing zo of Lain udlcial approval of the Agreement; i t guarantee, absolutely and ut=ndidonally, the performan ce by Artist of all of Artist's obligations .pprwant to the Agreerncn^, and shaidadernnify and hold you hwv.less from arty act, errox or r missibo -o f Artist in dlie* rFanuanceof Artist's serv ices an d o bli gations Under tlxe Agroe 111en l. Svrrom to before me tbjs _. day of _Aoo `1 Notary ti:taaralol!€«1FAtatraytnrswitl^yEozrna^eaFnc^.i+rpa 7 0a.'r4-V-VanaA-s$- xe oMOM102

PDF Page 41	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 1 of 33 m x 6 n

PDF Page 42	Case 1:07-cv-11277-RJS Document11-3 Filed 03/21/2008 Page 2 of 33 = y Aj bit Cs

PDF Page 43	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 3 of 33 EXCLUSIVE SONGWRITER AGREEMENT SONY/AN SONGS LLC, doing business as TREE PUBLISHING CO. 8 Music Square West Nashville, Tennessee 37203 Doted: November 1, 2004 Ms. Taylor SWif 173 Inlet Drive Hendersonville , Tennessee 37075 Dear Ms. Swift: When you sign below under the wards "CONS NTED AND AGREED TO," and we sign below under the words "Very truly yours ," theloliawing will constitute a binding agreement between you and as: 1. GRANT OF RIGHTS You hereby grant, transfer and assign to us, throughout the world, in . 1.1 perpetuity, but subject to.paragraphs 14 and 15 below, an undivided nlnety.pxmnt._ (90°^ ' rest in and to (1) ail of the musical works heretofore created by you, alone or to collaboration with others including, but not limited to, the musical works Identified on x[ ^b_ i# _1 . 1 annexed hereto and made a part hereof, and •(ii) all of the musical works created by you , alone or In collaboration with others, during the term 4f this agreement (all musical works encompassed within clauses 0) and {ii) of this sentence being hereinafter referred -to collectively , to the ektent of your authorship Interest therein, as rks.1) all copyrights at any and all times secured or existing therein, all rights id_„, "Sa Works and interests tinder copyright of whatsoever nature or description therein and• thereto, whether now or hereafter known or in existence , and all renewals, extensions and reversions of all copyrights therelh . VVIthout limiting the generality of the preceding sentence , it Is speclfically understood that the rights granted by you to us In respect of Sold Works include, but are not limited to, the sole and exclusive rights, throughout the world , In perpetuity; but subject to paragraph 15 below, to exerdae , license and a oever nd or nature In respect of Said Works, administer all rights and In and to collect any and all monies, royalties and fees derived from the exercise of all " of royalties rights and Interests therein , excludin o rights societies on account of public payable and becoming payable-15j performances of Said Works and, if applicable , other royalties then customarily paid directly to composers by performing rights societies (MWriter Performance Ro aloes"). 1.2 You covenant to make and deliver to us completed manuscripts or recordings of each of Said Works created M during the Term of this agreement, • Taylor Swi ft - mAwd1- 11.05 ^

PDF Page 44	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 4 of 33 prQt-nptly after the creation thereof, and (il) prior to the execution of this agreement, when you sign this agreement , and to simultaneously execute 'and deliver to us an assignment thereof In the form of Exhibit 1.2 annexed hereto and made a part hereof. 1.3 . Notwithstanding the foregoing , we shall not, nor shall we authorize anyone else to (i) change the basic melody or fundamental character of Said Works (but we always shall have the right to authorize the translation of the lyrics 'of Said Works Into languages other than English), (ii) synchronize a recording of Said Works with the visual images of "unrated" motion pictures or motion pictures rated "X" or "NC-17," (ii)i use Said Works in advertisements for political candidates or causes , religious causes , or alcohol, tobacco or sensitive personal hygiene products , (lv) create dramatic works based upon the lyrics of Said Works , or (v) authorize the mechanical reproduction of any of Said Works on phonorecords In the United States In consideration of a royally less than we customarily receive under the applicable circumstances , without your prior consent unless (x) we shall have been unable to communicate with you for the purpose of obtaining such consent after making a good faith effort to do so (such effort to Include , but not be. limited to, communication by written notice as provided, In paragraph 1 3.7 below); or (y) we are able to communicate with you for such purpose, but we shall not have received your written response within ten ( 10) days after the day such communication shall have occurred. Upon your request, we shall accede to the terms of a so-called "controlled 1.4 composition" clause authorizing a phonorecord manufacturer to mechanically reproduce phonorecords of your recorded performances of Said Works In the United States for a royalty equal to seventy-five percent (757o) of the then current so-called "compulsory mechanical royalty " provided under regulations promulgated pursuant to the' United States Gopyright Law, and otherwise promote and exploit such phonorecords , provided that the terms of that clause are consistent with then current industry practices as they apply to a r^rding artist of your stature. 2. -4rP-RM 2.1 The term of this agreement (the "Term") shall be for an initial contract period which shall oommence on the date of this 'agreement (the "initial Contract Pedod"). 2.2 You hereby grant us two (2) separate consecutive options to extend the Term for successive contract periods (each, an *Optional Contract Period"; in chronological order (If the c drresponding option is exercised ), the "First Ontlanal Co tract Periocr and the "Second O&flal_Contract Period ", each such option to be deemed to have been automatically exercised unless we send you written notice to the contrary not less than one (1) month prior tathe last day of the then current contract period. Each Optional Contract Period shall commence, If at all, lmmediately upon the expiration of the preceding contract period. + TilywSwirl -rovurA 1-1 !-0s 2

PDF Page 45	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 5 of 33 Subject to paragraph 5.1 below, the Initial Contract Period and, if applicable, 2.3 each Optional Contract Period, shall be for a duration of one (1) year. 3. COMPFNSATIO You shall not be entitled to receive any compensation or remuneration from 3.1 us other than as specifically provided in this agreement. Conditioned upon your full and continuing compliance with all of the material 3.2 terms, covenants and conditions on your part set forth in this agreement, and in reliance upon all of your warranties and representations set forth in this agreement, we shall pay or cause to be paid to you the following sums, all of which shall be in adv ce and on account of, and fully recoupable from, all royalties credited and to be credited to your account hereunder: (a) (b) $50,000. During the initial Contract Period; and ^ During each Optional Contract Period (but only if we exercise our option to extend the Term for the applicable Optional Contract Period), a sum equal to two4hirds (66-2130/0) of an amount computed by adding (x) the royalties credited to your account hereunder during the immediately preceding two (2) regular royalty accounting periods, and (y) our reasonable estimate of so-called "pipeline" monies; provided, however, that the amount payable to you pursuant to this paragraph during the First Optional Contract Period shall not be more thph $900,000. nor less than $60,000.; and the amount payable to you during the Second Optional Contract-Period shall not be more than $150,000. nor less than $70 00_0,_ As used herein, "pipeline monies" are monies that have accn^ed to Said Works but not yet been paid to us by foreign publishers (including our affiliates), collection societies and organizations, orrecord companies. Save as otherwise exp"ly provided In this agreement, all payments (1) pursuant to clause (a) of this paragraph 3.2 shall be made in twelve (12) equal Installments, on the first day of the first twelve (12) months of the applicable contract period; provided, however, that any such installment that shall have accrued prior to the Court Approval Date (as hereinafter defined) shall be paid promptly following the Court Approval pate; (ii) during the First Opflonal Contract Period shall be made in four (4) equal Installments, on the first day of the first, fourth, seventh and tenth months of the First Optional Contract Period; and (ilk during the Second Optional Contract Period, shall be made in two (2) equal Installments on the first day of the first and seventh months of the Second Optional Contract Period. • 'rRyiorSwift - reprised 1-11-85

PDF Page 46	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 6 of 33 3.3 Conditioned upon your full and continuing compliance with all of the material terms, covenants and conditions on your part set forth in this agreement, and In reliance upon all of your warranties and representations set forth in this agreement, we shall credit to your account hereunder, as your interest shall appear, the following royalties in respect of Said Works: 75% of all net monies received by us, or credited to our {a) account in recoupment of prior advances, from the sale of printed copies thereof, and from the recording thereof for phonorecords and audiovisual works, in the United States; (b) 75% of all net monies received by us, or credited to our account in recoup ment of prior advances, from the sale of printed copies thereof and from the recording thereof for phonorecords and audiovisual works, from publishers authorized by us outside the United States Including; but not limited to, our affiliates-, (c) 50% of royalties paid to us on account of public performances of Said Works by perfQrrning rights societies that pay Writer Performance Royalties directly to writers and composers (it being understood that you shall collect Writer Performance Royalties directly); and 75% of all net monies received by us, or credited to (d) our account In recoupment of prior advances , as a result of the exercise of rights in Sold Works, from all other sources. 3.4 In the event we or any of our successors or assigns manufacture, sell and distribute, for our or their own account, printed copies of Said Works then, In lieu and Instead of the royalty otherwise provided for such usage in paragraph 3.3 above, the royalty payable in respect thereof shall be been percent (1 5%) of the wholesale selling price of each orchestration and other pointed arrangement sold, paid for and not returned , and for the use thereof in songbooks , songsheets, Milos or other similar publications , that proportion of fifteen, percent (15°l0) of the wholesale selling price thereof as the number of uses of Said Works therein bears to the total number of royalty bearing musical works contained therein , plus an additional five percent (5%) of that price In respect of folios bearing on the cover your name and likeness , or the name and likeness of any recording group of which you are a member. For the avoidance of doubt, it is speciliaally understood that for all Said 3.5 Wodcs created by'you In collaboration with one or more other authors to whom we are obligated to amount for royalties In respect of those Said Works , all royalties payable and becoming payable hereunder shall be apportioned between you and all such other authors, and you shall be paid your proportionate share thereof as your authorship interest, shall appear. • TayiarStvift -1Lw 1-11-05 4 ? : '^.

PDF Page 47	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 7 of 33 3.6 As used herein, the words "net monies" shall mean all monies, royalties and fees received by us in the United States for our own use and benefit, or credited to our account In recoupment of prior advances, specifically allocated to Said Works, as a result of the exercise of rights therein , less the following: 4. (1)' The amount of all monies paid and payable as royalties to all writers, publishers and other parties having an interest therein, excluding you; and (ii) The amount of all reasonable and customary out-of-pocket costs and charges Incurred or paid by us with respect to Said Works or which may be allocated (entirely or proportionately, as applicable) thereto Including, but not limited to, for musical arrangements, fees of the Register of Copyrights, customary fees and charges of licensing and collection representatives and agencies and, subject to paragraph 11 below, monies retained by music publishers authorzed'by us to exercise rights In Said Works outside the United States including, but not limited to, our affiliates. ROYALTY ACCOUNTING Within ninety (90) days after the last day of each of our regular semi4.1 annual accounting periods in which we receive 16 the United States monies, royalties or. fees from the exercise of rights or interests In Said Works, or monies, royalties or fees derived from the'exercise of rights or interests in Said Works are credited -to our account in recoupment of prior advances , we. shall render statements to you and make payment to you of any and all royalties shown to be due hereunder. Royalties payable to you for an accounting period , If any, shall not be applied in recoupment of advances paid after the last day of the applicable acc Qunffng 'period. All statements rendered hereunder shall be binding upon you. and all objections thereto shall be Irrevocably waived, unless (1} we receive, within three (3) years after the date the applicabld statement shall have been rendered (the "O ectio Pe o ") written notice setting forth in detail the nature of your objections(s) to any such statement; and (Il) suit Is instituted with respect to any statement within the applicable Objection Period . Accordingly, any applicable Statute of 1-Imitations providing for a longer time period. In which to Institute suit hereby is irrevocably waived by you. 4.2 You shall have the right to appoint at your sole expense , a Certified Y') to Inspect only those of ou r books and records our Public Accountant Accauntap' relating to Said Works, provided that such Inspection occurs only once during any calendar year, only once with respect to any statement or accounting period, and upon . not less than thirty (30) days pdorwritten notice. All such inspections shall take place at our offices where such books and records are regularly kept, during regular business hours. For the avoidance of doubt , ItIs specifically understood that you have no right • Taylor Swift - Mvised 1-11-05 5

PDF Page 48	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 8 of 33 to Inspect any books and records (1) of our affiliates located outside the United States, or (ii) relating to any statement (or corresponding accounting period) for which the Objection Period has expired. 4.3 Your Accountant may not Inspect our books and records pursuant to paragraph 4.2 above if she, he, or the firm of which she or he is a member, partner or employee then is conducting an inspecfion .of our books and records , or the books and records of our affiliated music publishing entitled, which inspection is not then closed (the "Open Audit"). As used'here€n, "closed" means that the inspection has been completed, a report setting forth the results of that inspection has been delivered to us, and each claim made In such report, if any, has been resolved to our satisfaction and to the satisfaction of the party or parties on whose behalf the inspection was made. If we notify you that Your Accountant Is precluded from inspecting our books and records as a result of the application of the first sentence of this paragraph, then you may, if so disposed ,. by written notice to us, elect to "toll" the time period in which an inspection may be conducted pursuant to paragraph 4.2 above: The "tolling period" shall commence on the date we receive such notice from you , and shall end on the date we notify you that the Open Audit has been closed. B. MINIMUM SONG DELNERY You covenant that during each contract period of the Term you will create 5.1 to and deliver us a minimum of ten (90) original musical works suitable, in the good faith opinion of our professional staff, for commercial exploitation ("Your,Minimum Delirerv Reauireme 1). A musical work of which you are not the sole author shall be applied In satisfaction of Your Minimum Delivery Requirement as a fraction of one musical work, the numerator of which is the percentage of your authorship interest therein and the denominator of which is one hundred (100). Upon your failure to fulfill Your Minimum Delivery, Requirement during any contract period of the Term, that contract period automatically shall be extended for a period of time that will commence on the date Your Minimum Song Delivery should have been fulfilled and will expire on the last day of the month Immediately following the month during which Your Minimum Delivery Requirement shall have been fulfilled (an "Extens-Wo Perio j without, however, affecting or limiting any other rights or remedies we may have . Notwithstanding anything to the conkmyherdin contained , we shall have no obligation to pay you any sums pursuant to paragraph 3.2 !above during an Extension Period. As used In this paragraph and in paragraph 9 below , "your authorship lnteresr means the percentage of monies, royalties or fees you (and we, through you) are entitled to receive from the explolfgt€ on of the applicable Said Worst through 0 public performances,-(€i} mechanical reproduction on phonorecords, (ill) "synchronization" with.the visual images of audloVisual works, and (iv) reproduction of printed copies ; provided, however, that if such peroentage shall be different for any ofthe means of exploitation specified in clauses (I) through (iv) Inclusive of this sentence, then your authorship interest shall mean the lowest such percentage. 6. USE OF YOUR NAME AND LIKENESS • 7 &YW Swift - r;viwd 1-1 r-OS 6

PDF Page 49	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 9 of 33 We and our each and every successor, assign and licensee shall have 6.1 the non-exclusive right, throughout the world, in perpetuity, to use and authorize others to use your name, photographs and likenesses of you, and biographical material relating to you in publicizing, advertising, exploiting, distributing and selling Said Works and our catalog of musical works. Upon the condition that you supply us, at your expense, with photographs 6.2 and likenesses of you and biographical material relating to you promptly following our request from time to time, we shall only use those photographs and likenesses of you and biographical material relating to you previously approved by you. 7. YOUR OBUCATIONS AND RESTRICTIONS; POWER OF ATTORNEY During the Tenn, but subject to paragraph 7.3 below, you shall not (a) 7.1 create, acquire or dispose of any musical works or any rights or interests therein whatsoever ('Musical Material"), other thar; for.and to us, or (b) engage In music publishing, directly or indirectly. Any purported assignment by you of any Musical Material created by you during the Term to anyone other than us, or any agreement entered into by you for the creation of Musical Material during the Term on a "work for hire" basis, or any purported acquisition by you of Musical Material during the Term, shall be void from Inception. 7.2 You covenant to execute and deliver to us, promptly upon our request, any and all further documents for the purpose of perfecing and confirming In us, our successors ; assigns and licensees , any and all rights and interests In-and to Said Workc and any and all copyrights therein, and you hereby nominate and appoint us, and our each and every successor, assign and licensee, and the officers and designees of each, your true and lawful attorney to make, execute and deliver any and all such documents in your name and on your behalf, this power being coupled with an Interest and Irrevocable for any cause or In any event; provided, however, that we shall not exercise the foregoing power of attorney ' unless we shall have sent the document to be executed to you and the same shall not have been returned to us, duly executed , within ten (10) days alter the same shall have been sent by us. We'shall promptly send you a copy of each document signed by us on your behalf pursuant to the foregoing power of attorney. Notwithstanding anything to the contrary herein contained, we shall, upon 7.3 your request, during the Term, authorize you to create musical works on a 'for hire' basis solely for use In motion pictures and television p(bgrams, subject to the conditions that you and we jointly own not less than an undivided fifty percent (50%) Interest in all copyrights in such musical works, together with the right to receive and retain all monies, royalties and fees derived from the commercial exploltatlon thereof, excluding only an amount of not more than fifty percent (50%) of the so-called 'net publisher's share" of such monies, royalties and fees, and we have the exclusive right to administer our and your interest respective interests therein. • Tiyior Swig - revised 1-11-65 7 P i ,' `v

PDF Page 50	Case 1:07-cv-11277-RJS 8. Document 11-3 Filed 03/21/2008 Page 10 of 33 YOUR WARRANTIES AND INDEMNIFICATION OBLIGA ION You warrant and represent that, subject to paragraph 16 below, you 8.1 have the full right, power and authority to enter Into this agreement and to grant, transfer and assign to us all rights In Said Works as herein provided , free and clear of any and all adverse rights, interests , claims and encumbrances; that Said Works are and will be original and do not and will not violate, infringe, or unfairly compete with any common law or statutory rights of others; and that we will not be obligated for any payment or incur any liability in respect of Said Works, other than for the payments specified in this agreement. . 8.2 You shall Indemnify us and our each and every successor , assign and licensee, and our and their respective officers, directors, parents , affiliates, subsidiaries, agents and representatives (collectively, the "Indemnified Parties', from and against any and all liabilities, obligations , losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including, but not limited to, Litigation Costs, as- hereinafter defined) whatsoever which may be imposed on , Incurred by, or asserted against the Indemnified Parties by a third party In any way relating to or arising out of-@ your breach or alleged breach of this agreement , (11) any claim Inconsistent with any of your warranties and representations contained In this agreement, or (iii) Said Works. In the event that any claim or demand is made by a thifd party in respect 8.3 of which the Indemnified Parties are entitled to be indemnified by you pursuant to paragraph 82 above (an "Adverse. Claim") then, notwithstanding anything t6 the contrary herein contained , the Indemnified Parties shall have the right to withhold from any monies credited and to be credited to your account under this agreement an amount reasonably related to the value of the Adverse Claim including, but not limited to, Litigation Costs and, if your account Is in a recouped position, deposit such amount in an Interest bearing account until either an action shall have been brought by such claimant and the Adverse Claim shall have been finally adjudicated by a court of cx mpeterit Jurisdiction. or until a period of one ( 1) year shall have expired from the date we shall have received notice of the Adverse Claim If no action shall have been %brought thereon during such one (1) year period and If no further communication shall have been received during such one (1) year period reasseft the applicable Adverse Claim, at which time the amount so withheld and deposited , and all accrued interest, If any, shall be credited to your account hereunder. We will (1) send you notice of any Adverse Claim and (ii) endeavor reasonably to afford you and your attorneys the opportunity to consult with the Indemnified Parties or their attorneys In connection with the conduct of the defense of any Adverse Claim or any action Instituted with respect thereto , but any failure or alleged failure by the Indemnified Parties to fulfill their obllgations pursuant to clause 61) of this sentence shall not In any way limit your obligation to Indemnify the Indemnified Parties or the rights of the Indemnifled Parties hereunder. The Indemnified Parties shall have the right , in their sale and absolute discretion, to employ counsel In respect of any and all Adverse • Tly(orSwift - tavl%d 1-11.45 $

PDF Page 51	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 11 of 33 Claims and to defend 'any and all actions and proceedings arising from or relating to any and all Adverse Claims as they, in their sole and absolute discretion, may deem advisable, and to compromise and settle all Adverse Claims before or after suit for such amounts and upon such terms as they, In their sole and absolute discretion, deem advisable , and be fully indemnified therefor by you . You may, if so disposed, participate in the defense of any and all Adverse . Claims at your sole cost or expense, but by doing so you shall not limit in any way your obligation to indemnify the Indemnified Parties or the rights of the Indemnified Parties hereunder. Upon the condition that, within thirty (30) days following the day the 8.4 Indemnified Parties send you notice of an Adverse Claim, you post a bond in an amount reasonably related to the value of the Adverse Claim including , but not limited to, Uttgation Casts , in a form and issued by a surety reasonably satisfactory to the Indemnified Parties, and.such bond remains In.full force and effect for so long as the applicable Adverse Claim is effect pending, then, notwithstanding anything to the contrary contained in paragraph 82 above, we shall ndt withhold any amount due you and you shall have twenty (20) days following the posting of such bond to retain counsel to represent the Indemnified Parties, but such counsel must be-approved by us. Such approval shall ndt be unreasonably withheld . If the Indemnified Parties notify you that they do not approve the counsel you shall have retained to represent them , you shall have ten (10) days following the date such notice shall have been sent to retain different counsel to represent the Indemnified Parties . If you retain such counsel within that ten (90) or twenty (20) day period, as applicable , then you shall be solely responsible for all costs and fees incurred by such counsel, and for the defense or settlement of such Adverse Claim, but the Indemnified Parties shall have the right to retain different counsel, at their expense. If you do not retain such counsel within that ten f- 10) or twenty (20) day period, as applicable, and make all payments to such counsel as invoiced for so long as the applicable Adverse Claim is pending , the Indemnified Parties shall have the right to retain counsel to represent them in the action or proceeding at your expense. You shall not settle any Adverse Claim without the Indemnified Parties' prior consent, which shall not be unreasonably withheld. "Litigation Costs" means the reasonable casts actually incurred by the '8.5 Indemnified Parties , or which the Indemnified Parties reasonably anticipate will be incurred, in the defense of an Adverse Claim Including , but not limited to, attorneys' fees, witness fees , deposition fees , travel expenses and court costs. 9. DMO COSTS AND PROMOTION COSTS 9. 1 Seventy-five percent (750A) of all costs incurred by us (1) in connection with the production of so -called "demonstration" recordings C2grras,' or a Temo') of any of Said Works (i ncluding, but without fimitation, the fair value of all studio facilities and personnel provided by us) and illy for the promotion of recordings of any of Said Works, (it being specifically understood that we have no obligation whatsoever to Incur any of the costs Identified in clauses (i) and (11) of this sentence or reimburse you for such costs) shall be in advance and on account of all royalties credited and to be • TaybrSrriA - m6ed 1 -11-05 9

PDF Page 52	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 12 of 33 credited to your account under this agreement; provided, however, that if the costs incurred by us In connection the production of any Demo of a Said Work created solely by you exceed our then current maximum cost therefor (or, with respect to any Said Works created by you in collaboration with one or more other authors, that portion of our then current maximum cost therefor corresponding to your authorship interest in the Said Work recorded on the applicable Demo ; "Our Maximum Demo Cost") then, unless such excess costs shall have been incurred by those acting under our authority, or with our prior written consent , one hundred percent (100°/a) of such excess costs shall be In advance and on account of all royalties credited and to be credited to your account under this agreement and, provided further , that we shall In no event be responsible for recording studio costs incurred In the production of Qemos of Said Works unless (x) the studio is located on our premises, or (y) the use of a studio located outside our premises is approved in writing , in advance, by one of our officers duly authorized to approve. the same on our behalf. Our Maximum Demo Cost for the production of one (1) Demo of a musical work created by you alone Is $600. as of the date of this agreement. All Demos shall be deemed to be derivative works based upon Said Works , shall be owned by you and by us, jointly, as our respective Interests. In applicable Said Works shall appear, and may be exploited by us In any manner and upon any terms we believe to be suitable , subject to your written consent In each Instance, which you shall not unreasonably withhold ; save that, if your featured vocal performance Is contained thereon, you may withhold your consent for any reason and, save further, that we shall not exploit any Demos of Said Works in a manner contrary to the terms contained in any exclusive recording agreement you may enter Into, so long as you notify us of the applicable terms . Seventy-five percent (75%) of any net monies received by us from the cornrMrcial exploitation of any Demo shall be credited as royalties fo your account hereunder. 10. RI9i-IT Op ASSIGNM9N 10.1 We shall have the right ttrassign Said Works, this agreement and any and all rights acquired by us hereunder to any subsidiary, affiliate or tcntrOlling corporation, to any person , firm or entity owning or acquiring a substantial portion of our stock or assets, or tQ any partnership or other venture In which we participate, and such rights may be. assigned by any assignee, subject to the same limitations. 11: FORbGN PU13LISHING 11.1 Wa shall have the rightto authorize music publishers, including our affiliates, to exercise any and all rights and interests in Said Works In one or more countries outside the United States (the country or countries In which a music publisher Is so authorized being hereinafter referred to as the "A1#hodzed Territory "l; provided, however, that no such musk publisher shalt retain more than the following arinounts. (I) twenty percent (20%) of the so-called Opuhlisher's share" of royalties paid on account of public performances of Said Works In the Authorized Territory, rr. fifteen (15%) of the socatled "mechanical" copyright royalties paid for the manufacture and distribution in the Authorized Territory of phoporecords containing recordings of Said Works produced • TAYW swift - MAM 1-11-OS 10 F `^•

PDF Page 53	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 13 of 33 outside the Authorized Territory; or (iii) twenty percent ( 201/6) of ali other monies, royalties and fees paid for the exercise of rights In Said Works in the Authorized Territory. 92. CHOICE OF LAW AND VENUE 12.1 This agreement shall be deemed to have been made in the State of Tennessee and shall be construed under the laws of the State of Tennessee applicable to agreements made and wholly performed therein. Any legal action or proceeding arising from or relating to this agreement must'be brought In the federal or state courts located in Davidson County, Tennessee (the "Nashville Courts) and not in any other court ar jurisdiction. You irrevocably waive any objection that you may now or hereafter have to the venue of any such action or proceeding in the Nashville Courts or that such action or proceeding was brought in an inconvenient: court and covenant not to plead or claim the same. Service of process In any such action or"proeeeding may be made In the manner specified In this agreement for notices hereunder, or in any other manner permitted by law. 13. MISCELLANEOUS 13A It is specifically understood and agreed that Said Works and your services as a creator of musical works are unique, exceptional and extraordinary and cannot.be replaced, and that in the event of the violation by you of any of the material terms, covenants or conditions of this agreement, we and all other parties in interest through ns shall be entitled to injunctive relief in addition to all other rights and remedies. (The preceding sentence will not be construed to predlude you from opposing any application for such relief based upon the contest of other facts alleged by us in support-of the application.) 13.2 The waiver by you or us, or by any other party In interest through you or us, of any of the terms or provisions of this agreement in any one or more instances shall not thereafter be deemed a waiver thereof, the same to thereafter remain and continue in full force and effect. 13.3 We shall have the right, but not the obligation, to enforce all claims and to commence and prosecute legal proceedings against third parties based upon alleged infringements or other violations by thIM parties of any rights In Said Works. You and we shall join#y be entitled to a share of the net sums, If any, actually received' by us for our own use and benefit from the resolution of any such claims and legal proceedings in an amount equal to your and our proportionate royally interests, and your share thereof shall be credited to your account as royalties hereunder. "Net sums" shall mean the monies actually received by us, less our actual out-of pocket costs including, but not limited to, Litigation Costs. If We elect not to commence legal proceedings on any such cairns, you may do so, at your sole cost and expense, and retain all sums recovered thereby, provided that you' indemnify us from any and all loss or damage we may sutler (including, but not limited to, Litigatior) Costs) by reason thereof: • Taybrsmft -reVW 1-11-05

PDF Page 54	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 14 of 33 13.4 Descriptive headings used in this agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this agreement. % 13.5 This agreement constitutes the entire agreement between you and us and may not be amended or modified except in a writing executed by you and by an officer duly authorized to execute such writing on our behalf. 13.6 Neither party shall be entitled to terminate the Term or-recover damages by-reason of any material breach or any claimed material breach of this agreement by the other party unless the party seeking such relief shall first have delivered written notice to the other party, specifying in detail the nature of the breach or claimed breach, and the party receiving that notice shall have failed to remedy the breach within thirty (30) days following lts' ar his receipt of that notice; save that the preceding clause shall not apply 'to your obligations under paragraphs 5.1 and 7.1 above. You hereby irrevocably waive your right to seek the rescission of this agreement. 13.7 All notices hereunder shall be in writing and shall be given by registered or certiited mail or overnight courier (such as Federal Express), at the addresses shown above, or such other address or addresses as may be designated by either party, Notices to us must be addressed to our President , and a copy of each such notice must be sent to Stuart Prager, Esq., Clark and Prager, 10 East 40th Stmt, Suite 3100, New York, New York 10016. Notices shall I)e deemed given when mailed, except that notice of change of address shall be effective only from the date of its receipt: We shall endeavor to give copies of all notices to your attorney , V vien Lewitt, Esq., but our inadvertent failure to do so In any instance shall not constitute a breach of this agreement nor Invalidate or limit the effectiveness of this notice 13.8 YOU ACKNOWLEDGE AND CONFIRM THAT INE HAVE ADVISED YOU TO RETAIN INDEPENDENT COUNSEL, SELECTED BY-YOU, TO REPRESENT YOU IN CONNECTION WITH YOUR EXECUTION OF THIS AGREEMENT. 13.9 This agreement shall not be binding upon us unless and until it shall have been executed by you and by an officer duly authorized to execute this agreement on out behalf. 13.10 In the event that you die or become pennanentiy disabled belbre the date the Term otherwise would expire , the Term shall be deemed to !rave expired on the date of your death or disability. 13.11 Upon the expiration of the Term, all of the terms and conditions of this agreement shag remain In full force and effect for the duration of copyright in Said Works, and all renewals and extensions thereof, excluding only (1) your and our respective obligations under paragraphs 1.2, 3.2 and 5 . 1 above; and (ii) as otherwise provided by operation of law. • Taylor swift - s+evW 1 ft-'05 12

PDF Page 55	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 15 of 33 13.12 When you sign this agreement, and as a condition hereof, you shall execute and deliver to us an assignment in the form of Exhibit 13.12 annexed hereto and made a part of hereof, and a letter of direction in the form of Exhibit J 3.12A annexed hereto and made a part of hereof. 14. CO-PUBLISHING 14.1 Upon the expiration of the Term, an undivided forty percent (40%) interest (the "Forly Percent Interest") in and to Said Works shall automatically and Immediately revert to and be fully vested In you . Notwithstanding the preceding sentence, at any time following the expiration of the Term , we shall, upon receipt of your written request, promptly execute and record In the United States Copyright Office a document, substantially in the form of Exhibit -1.2 hereto, assigning to you the Forty percent (40%) Interest. 14.2 It is specifically understood- that the royalties payable and becoming payable to you pursuant to paragraphs 3 above shall not change as a result of the operation of paragraph 14.1 above,,and that we shall 'retain the sole and exclusive right, throughout the world and in perpetuity, to exercise and license all rights and Interests of whatsoever nature in respect of Said Works and to collect any and all Income derived therefrom or accruing thereto, subject only to paragraph 15 below. IS. CO ADMINgrRATiON UPON POST TERM RECOUPMENT 15.1 If at any time after the expiration of the Term we render a royalty accounting statement to you reflecting our recoupment of all advances paid.#o you or on your behalf pursuant to this agreement (" dvancee), or you repay to us the entire unrecouped balance of all Advances (elther such event being referred to as Tog - erm RecouMenf ), you shall have the option to administer your interest In Said Works in themanner described In paragraph 16.2 below, and collect directly, for your own account, fifty percent (50%) of the so-called "publiisher's share" of royalties paid on account of public performances of Said Works occurring after the Effective Date (as hereinafter defined) and seventy-five percent (750A) of all other monies, royalties and fees first accruing to Said Works attar the Effective Date. This option may be exercised-after yqur right matures, by delivering written notice thereof to us. As used herein, the "Effective Date" shall mean the first day of our next succeeding regular royalty accounting period following our receipt of such written notice, provided that such notice shall have been received -by us at least sixty (60) days before the last day of our then current semi-annual royalty accounting period. 152 if you exercise your option pursuant to paragraph 15.1 above then, commencing on the Effective Date , all rights and Interests in Said Works, Including under all copyrights therein throughout the world; shall be administered In the following manner. • Teyrar swift - r w=d h! 1-pi .

PDF Page 56	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 16 of 33 (I) You and we each shall have the right to administer and retain third party administrators to administer our respective rights in Said Works throughout the world . Each such administrator shall be notified by the party retaining such administrator of your and our respective rights Said Works. (ii) Neither you nor we shall enter Into licenses and agreements for the exploitation ; performance, recording, synchronization , printing, publication or other use of the Interest of the other party in Said Works , save upon first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld . Any license or agreement entered Into contrary to the preceding sentence shall be void from inception. If any party shall receive any monies , royaltles•or fees In respect of Said Works properly payable to the other party, the recipient shall promptly remit such monies , royalties or fees to the other party, and deliver to the other party copies of any accounting statements , licenses or other documents that accompanied the funds received. • (iv) You and we shall each bear our own costs of copyright registration and the preparation of manuscripts and promotional material, unless otherwise agreed in advance, In writing. (v) You and we each shall have the fight to Inspect each other's books and records relating to Said Works, such Inspection to be made during regular business hours-upon et least thirsty (30) days prior written notice, and In no event more then once daring any calendar year. Any such Inspection by you shall be subject to paragraphs 4.2 and 4.3 above. (vi) Should you or we continence any action or proceeding against an unrelated third party or parties for the infringement of oopydght or other violation of your or our rights In Said Works, then the party commencing such action or proceeding shall promptly notify the other party. In such event, the party so notified (the "Notified Pads shall have the right, but not the obligation, to participate In such action or proceeding. In the event that the Notified Party elects to participate in such action or proceeding, the Notified Party shall pay the costs thereof (including . attomeys' fees) in proportion to the Notified Party's 'r^ylorSwTft - revved i-ii^vs 14

PDF Page 57	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 17 of 33 financial interest in Said Works at issde, and receive that same proportion of any sums recovered In such action or proceeding. In the event that the Notified Party elects not to participate In such action or proceeding , the Notified Party shall have no obligation to pay any costs thereof and no right or interest whatsoever in any sum recovered therein. (vii) Subject to paragraph 15.4 below, you and we each shall have the right to assign our respective rights in Said Works; provided that the assignee consents in writing to be bound by all of the terms of this paragraph 16.2, and any assignment to an : assignee by you without such written consent shalt be void from inception. if you exercise your option pursuant to paragraph 15.2 above , then we 15.3 shall have no obligation to make any payment to you whatsoever in respect of any royalties or foes accruing Said Works on or after the Effective Date, subject to paragrapi 15.2(ty) above. 15.4 During-the Term, and for a period of three (3) years following the expiration of the Tarm, you shall not grant, transfer, or assign any of your contingent or vested rights In any Said Works including , but not limited to, rights of administration anywhere in the world, unless you shall have first delivered to us a written statement setting forth your Intention to do so and you shall have negotiated with us in good faith, for a period of 30 days following our receipt of such statement (the "Negotlation Period ");'the terms and conditions pursuant to which we may acquire such rights; save that the preceding clause shall not apply to any membership , affiliation or representation agreement with a performing or mechanical rights society, to any transfer of rights by operation of law, or to any mortgage of your rights In Said Works. If no agreement shall be reached by you -and us as to such terms and conditions within the Negotiation Period , then you may, within 30 days following the expiration of the Negotiation Period , present us with a written statement offering to sell, transfer or assign such rights on financial terms and conditions specified therein, provided that such terms and conditions may be performed by us In the same manner as other music publishers. If we do not notify you m(dhin'15 days following our receipt of such offer (the "Offer Response Date's of our acceptance thereof, then, and only then, you may grant , transfer and assign such rights to another upon those terms and conditions, or more valuable temcs'and conditions ; provided that such sale, transfer or assignment Is completed within 120 days foikmdng the Offer Response Date, and a true and complete copy of the agreement of sale, transfer or assignment is promptly delivered to us within said 120 day period. Upon your failure to fulfill both of the conditions set forth in the preceding sentence , your right to grant, transfer or assign such rights shall terminate , but may be revived if you re-submit the terms and conditions to us for our acceptance or rejection as provided herein. If we notify you of our acceptance of any such offer prior to the Offer Response Date, you and we shall expeditiously prepare and execute an appropriate agreement. In the event • 'raylorswift -mvfsod 14 1-8s is

PDF Page 58	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 18 of 33 that you and we are unable to agree on the contents of an appropriate agreement, the matter shall be submitted to a single arbitrator selected by you and us (or, if you and we cannot agree on an arbitrator, to a single arbitrator selected by the American Arbitration Association in Nashville) to determine and, if necessary, draft the contents of such an agreement. You and we shall each be responsible for one-half (50%) of the fee of such arbitrator. We shall have the right to obtain an injunction or an order of specific performance enforcing the provisions of this paragraph. Any purported grant, transfer, or assignment of any of your contingent or vested rights in any Said Works, other than In accordance with this paragraph, shall be void from Inception. 16. COURT APP,BOVAI_ 16.1 You•warrant and represent that you area minor under the laws of the State of Tennessee . Immediately upon the execution of this agreement by all parties, we shall cause an application to be filed pursuant to the provisions of Tennessee Code Annotated, Section 29-31 -101, et seq. (the "Application,") seeking to have your legal disabilities as a minor removed for the limited purpose of entering Into and approving this agreement and performing hereunder. Our obligations to perform under this agreement are contingent upon receipt of a valid order of the appropriate court granting such Application and your ratifying this agreement pursuant to such order (the date on which we receive such order and ratification being referred to in this agreement as the `,Court Approval .Date"). We shall be solely responsible for employing an attomey to prosecute the Application. Seventy-five percent (75%) of the reasonable costs and legal fees incurred by us in connection with the prosecution of the Application shall be deemed to be Advances hereunder. 17. UNEXPLOITED EXHIBIT 1.1 SAID WORKS 17.1 As used herein, the "Exhibit 1.1 Said Works" shall mean only the Said Works identified on Exhibit 1.1.hereto. 17.2 At any time following the last day of the Term we shall , upon your written request ("dour Reassignment Rgw Lest'7, reassign to you all of our rights In only those Exhibit 1 .1 Said Works ("Unexploited Exhibit 1.1 Said Works' which shall not have theretofore been recorded and commercially released •on phonorecords In the United States by a major record label ("Released'; provided, however, that If, at the time Your Reassignment Request shall be made , any of the Unexplolted Exhibit 1.1 Said Works shall have been placed "on hold," as that term Is customarily understood in the music publishing Industry in Nashville by or on behalf of a recording artist who records for a major record company (a "Reaordirig Art s- t then , with respect to such Unexploited Exhibit 1.1 Said Works only (the "Unex0oited Exhibit 1.'I Said Works On Hold', Your Reassignment Request shall not be effective until one (1) year following our receipt-of Your Reassignment Request (the "On Hold Reass1gnMg1t Date', and shall not be valid with respect to those of the Unexploited Exhibit 1.1 Said Works On Hold that shall have been Released prior to the On Hold Reassignment Date; subject, however, to paragraph 97.3 below. • TaylorSwiR -rivked !-i l-0 16

PDF Page 59	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 19 of 33 17.3 As used herein, "Recorded But Unreleased Exhibit 1.1 Said Works" shall mean those Unexploited Exhibit A Said Works which, on the day we shall receive Your Reassignment Request, (i) have been recorded by a Recording Artist (°Recotded") but have not yet been Released , or (iQ have not yet been Recorded , then are Recorded before the On Hold Reassignment Date, but have not yet been Released before the On Hold Reassignment Date. 17.4 With respect to those Recorded But Unreleased Exhibit 1.1 Said Works referred to In clause (1) of paragraph 17.3 above, Your Reassignment Request shaA not be effective until one (1) year after the On Hold Reassignment Date, and shall not be valid with respect to those of the Recorded But Unreleased Exhibit 1 . 1 Said Works that shall have been Released prior to the On Hold Reassignment Date. 17.6 With respect to those Recorded But Unreleased Exhibit 1.1 Said Works referred to in clause (ii) of paragraph 97.3 above , Your Reassignment Request shall not be effective until one (1) year after the On Hold Reassignment Date (the "Extended On Hold Reassignment Date"), and shall not be valid with respect to those of the Recorded Mit Unreleased Exhibit 9.1 Said Works that shall have been Released prior to the Extended On Hold Reassignment Date. Very truly yours, SONYIAIV SONGS LLC, doing business as TREE PUBLISHING CO. CONSENTED AND AGREED-TO: • 15ytorS^ri& - ^vixodl-U-0S 17

PDF Page 60	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 20 of 33 ACKNOWLEDGMENT STATE OF _ TWA1555;6^) ss.; COUNTY OF _1Q/&W6_9 ) On the ffA day of,14AVAP-Y 20^ersonally came Taylor Swift to me known, who, by me duly sworn, did de#3sd a^iA ;t she is the party described in M11410 j; and who executed the foregoing instrumegr "HA r ^i , '• r;}n«^.-RO"AM0 Public WM P My taxpayer identification number (social secu.riiy number-or employer identification Under the penalties of perjury, I certify that this information number) Is is true, correct, and complete. INDUCEMENT The undersigned parents of the Taylor Swift (the "Writer's Parents") hereby execute this inducement for the purpose of approving and consenting to the Taylor Swift entering into this agreement, and agree to act consistently with the provisions and ' purposes of this agreement. Writer's Parents.further agree to join in and support the application to be filed pursuant to the provisions of Tennessee Code Annotated , Section icatioUl seeking to have Taylor Swift's legal disabilities as 29-31401, at seq. (the" removed for the limited purpose of entering into and approving this agreement a minor. and performing thereunder, and to cooperate with the prosecution of the Apflication. • TnylorSwllt - trYiscd1-11-05 1$ (

PDF Page 61	Case 1:07-cv-11277-RJS Document 11-3 — Filed 03/21/2008 Exhibit 1,1- ‘Taylar Swift Schedule A Sones Pm Only Me When JT’ m with You (T. Swift, Angela; Orrall) Lucky You (‘T. Swift) American Boy (T. Swit} Closest To A Cowboy (I. Swift, S. Vaughn) Crazier (J. Swift, Orrall) Cross My Heart (1. Swift) _ Didu’t They (1. Swift) Don’t Hate Mc for Loving You (¥, Swiff} , Kirefly (T. Swift, C. Warrington, M. Piexee) 10: L£ Don’t Want to Lose Your Face (7. Serif 11. Honey Baby (T. Swift), 12. In the Pouring Raia a. Swift) . 13. Mandolin (T. Swift) - 14. Invisible (1. Swift, R. E Orrall) 15: Bein With My Baby (TY, Swift, B. Beavers) 16. A Place In ‘This World (TL. Swift, Orrall, Angelo) 17. What Do You Say? (7. Swiit, Orrell, Angelo) . 18. Beautiful Lyes (L. Swift) 19. Brand New World (1. Swifé) 20. Angelina (T. Swif 21. Hor You (T. Swif} _ 22, Someone Loves You (1. Swift) 23, K Heart 2 (f. Swi - _.- ._ 2A, Live for the Little Things (L. Swift) 25, Me & Britney (T. Swift, §. Vaughn) 26. Teardrops-On My Guitar (1. Swift, 1. Rose) 27. Songs About You (T. Swift, V. Shaw, S, Buxton) AY pe SP 0 3 Page 21 of 33 Meet 3 Ors a

PDF Page 62	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 22 of 33 Exhibit 1,2 ASSIGNMENT: For good and valuable consideration, receipt whereof is hereby acknowledged, the undersigned hereby grants, transfers and assigns to Sony/ATV Songs LLC, doing business asTree Publishing Co., and its successors and assigns, throughout the world, in perpetuity, the authorship interest of the undersigned in the musical work entitled . all copyrights therein, all renewals, extensions and reversions thereof, and all rights under copyright therein of whatsoever kind or nature including,. but not limited to, the sole and exclusive rights to exercise, license and administer all rights therein and thereto, and to collect all monies, royalties and fees of whatsoever kind or nature derived from the exercise of rights therein , excluding only the so-called "writer"s share" of royalties paid by performing rights societies on account of public performances thereof. IN W)TNESS WHEREOF, the undersigned has executed tW^instrument this 0_48y .. of 20 ACKNOWLEDGMENT STATE OF J.Q4o%K.Vc c... - ) COUNTY OF .,-:z, 20, before me personally came Taylor Swift, who, by On the may of 11 me duly swdm , did epose and say that she Is the party described in and who executed the foregoing instrument. h 0 Taylarswlit -- ii & r-11-0S 19

PDF Page 63	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 23 of 33 Exhibit 13.12 ASSIGNMENT. For good and valuable consideration, receipt whereof is hereby acknowledged, the undersigned hereby grants; transfers and assigns Sony/ATV Song's LLC, doing business as Tree Publishing Co. rMsi nee" and its successors and assigns , throughout the world, in perpetuity, an undivided ninety percent (90°0) interest in and to (i) all of the musical works heretofore created by the undersigned , alone or in collaboration with others including, but not limited to , the musical works identified on Schedule A annexed hereto, and (il) all of the musical works created by the undersigned, alone or in collaboration with others , during the term of the Exclusive Songwriter Agreement between the undersigned and Assignee dated November 1 , 2004 (all of the musical works encompassed within clause (i) and (ii) of this sentence being hereinafter referred to, collectively, as `Said Wo(ks'), all copyrights in Said Works , all renewals, extensions and reversions of all copyrights in Said Works, and all rights under copyright in Said Works of whatsoever kind or nature including, but not limited to, the sole and exclusive rights to exercise, -license and administer all rights in and to Said Works ,. and to collect all monles, royalties and fees of whatsoever kind or nature derived from the exercise of rights therein, excluding only the so-tailed "writer's share" of royalties paid by performing rights societies on account of public performances thereof. INPTNESS WHEREOF, the undersigned has executed this instrument this ay of 2005. ACKNOWLEDGMENT STATE OF ^S"2_ ) ss .. COUNTY OFg _ 2005, before me personally came Taylor Swift, to On the Z&day of UO nd say that she is the party described in me known, who, by me duly sworn, d dep and who executed the foregoing instru ant. A • TtiylorSwiR- res+ised 1-It-os 20

PDF Page 64	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 24 of 33 Exhibit 13.12A November 1, 2004 Publisher Relations Department BMI 1 0 Music Square East Nashville, Tennessee 37203 To Whom It May Concern: This is to advise BMI that we have entered Into an bgreement with another BMI publisher for the administration of our catalog, and that BMI's records should be marked to reflect the agreement as follows: I Name of BMI publisher acting as our Administrator; Sony/ATV Songs LLC, doing business as Tree Publishing Co. 2. Effective date of agreement: Immediately, Including all royalties now payable or which hereafter become payable, regardless of when performance took place. 3. Checks for all our BMI royalties, both domestic and foreign, should be made payable to this Administrator and should .be sent together with statements and all other correspondence td the Administrator at its address on BMI`s records. We understand that SMi cannot mark its records at this time so as to indicate the termination date of the administration agreement and that, therefore, the above Information will continue to be reflected on BMI`s records until such time as we or the Administrator notifies BMI that the administration agreement is about to terminate. Very truly yourst • Taylor SwIR - [avlsed 1•l i-05 21

PDF Page 65	Case 1:07-cv-11277-RJS Document 11-3 Filed 03/21/2008 Page 25 of 33 m x D

PDF Page 66	Case 1:07-cv-11277-RJS Document11-3 Filed 03/21/2008 Page 26 of 33 Extibleé ID

PDF Page 67	3.2:461:07-cv-11277-RJS FALI 91212352BZ71 04%20 /2004Case if ..04/,02/2004 17:26 FAX 614 464 020S aunaiu oc VV Filed 03/21/2008 Document 11-3 =L&U%& Page 27 of 33 VSSP t TALENT SERVICES AGREEMENT I This Talent Services Agreement (the "Agreement") is made and entered t o as of this ----- .--r°pril, 2004, by and between Abercrombie & Fdch M rchandising_ K day of Design Co., an Qhio corporation rAW), and for S 'ft, an individual (`Talenf). For valuable consideration, the reoeipt and sufflalern of which are hereby acknowledged, the parties agree aq follows: Background Information A. Talent is in the business of posing for photographic Images. B. A&F desires to photograph Talent and, at A-Ws sole discretion , neorporate the resulting photographic ii3magq^s (6r portioni tl'rereof) into various media in torinectlon with the advertising and promotion of A&F stores. .and AW's apparel products. Agreement 1. Talent's Daft and Grants of t-Qhts. The Talent hereby agrees as ollows: a. to attend an eight (8) hour (not including any required fitting rid/or planning sessions) photographic sesSlon an April s orApril 6 , 2004 (date to be utuaily agreed by the parties). in -the Los Angeles. California area at a time and location to be identified by A&F (tile "Shoot'). Talent further agrees to attend all fitting and/or .date nd ti es, planning sessions related to the Shoot at mutual[ a b. to grant, and does hereby grant, A&F the right and licehse to take or have aken on unlirnlted num* ber of pimtograpbs of Talent during the Shalt thra h the use of prokestonai still photography equipment or equivalent (hereinafter re erred to as the plrna.'gee"j; ' c. to grant, and does hereby grant, A&F, and its successors , assigns, ioensees, legal rapreserttatives and other designees; the limited right and Hoonab to use , distribute, reprodube, putWiish, display, transtnlt and perf6rlm publicly Talent's na me and likeness as. embodied in the lmage$; sol* to connection with the Perris tad U ses desc Med In Section 2 bs 16 ^r and, only during. the Else. Period (as defined below). Talent further lent's likeness acknowledges and agrees-that the, faftoing right and Incense to use as embodied In the forages includes the right to use all porno a , composites, . . Matortions or alterations theaW, es, d. that Talerd vxpres,%iy authorWess and grants to A&F all perm" Iona , lic ail rights and watvera and rights of any kind *clirad in order for A&F to subliee tlcenses granted irm clause_ (c) immedhitely above which A&F deem necessary for purposes of pmdudng and marwfacturtng the edvertising and prom 'onal materials contemplated by Secdan 2 of this Agreement; e, that Talent waives any tight to inspect or otherwise approve the edia into which the Images and/or Talents name are Incorporated (including any accompanying written copy) or the uses to which such media Is p rovided at u media and uses are i co 112nce. with all oth terms conditions and r riati ns hereaf that netate thereto: and f that any use of Talent's name or likeness which is not contemplated herein shall be cohdittoned on the express written approval of Talent's then-current a orized agent 2. Pertrlitteg Use Of Images. l& 008/015

PDF Page 68	U4/i6U / LUU4 i7t1f. 14uuvs c.^i VzL& .LL-^F*U 1:07-cv-11277-RJS Case 0410212004 1T:21 M 614 464 8266 - ....+W^ Document 11-3 Filed 03/21/2008 Page 28 of 33 IA 0101015 VSSP Use Period, For the purposes of this Agreement, the term 'Use P riod" shall mean 2.1 the twelve ( 12) month period commanding upon the earlier of (0 the da e of A&Fs first commercial use of any Image or (ii) July 1, 2004. During the Use Period, A&F may, in its sole discretion. use any or all of the lmage$ in connentiori with the dverttsing and promption of A&F :Mores and A&Fs apparel produces, whether brand or unbranded, through any one or more of the following means (collectively. the 'Permitt Usee): a. print media, including without limitation all print advartisemert4 and collateral extensions; - Mut I nation, airport b. outdoor and related indoor advertising media , Including vt ft outdoor and Indoor walls; billbdarcls and pmjectlons onto and transit advertising, o_ point of saWpoint of purchaee media, including, without Hu Von, consumer brochures, counter cards, tent cards, fixture header visuals , in-store ignage, posters and banners, and other c:allateml point of sald uses; d. promotional and marketing media, including , without limitation catalogs and magalogs, direct marketing materials, thaterrials for sales meetings, Including trade t)rochures; a. public relations uses Including , without lirnttation, press releases; Intemet usest ineludlhg; without limitation, display ion A&FS 1Nebsit (s); and gr editorial content contained wMin direct marttefing materials or d splayed on the f. World WideW6b; including, Wthdut licnltatfon, onAWsWaWe(s). A&F shall notify Talent in writing of the ifate pf'WmmOncenrent of the Us Period. AV's use of the Images shall .be iiraW to Noah America; provided , hover, that to the extent America, A&F that access to A&F's Website (s) mar be cbtaiin6d from outside of N shall have a woddWae right and foerise to use th4Images in accordanos `til the terms of this Agreement solely with respect tb:tihe pP"' ttsrl . uUses identified in cl uses (f) and (g) immediately, shove. Takwr gcknowledges and agrees th$t AW shall have no obligation to use any of the Images for any of the l^'r tded Uses or in any other rnann . F shall have a 9OntiMuW. Rights. Notwlthatairkilhg the fore ciag linirtations. 2.2 eonfinuing i'igl t to lase all thatenals p'adirped Vnder this Agmemlrrit that ncorporate any Image for (i) A&Fs iriterrial archival and: blStorical p^rrposes , and {ii) for In orporatton Into A&Pa Securities and Fa6hange C:omrhiesion ohdlarshareholder reports. Addiponal. KW flcUpns, on Permitted lJoe. A&F shall not use Talent's narile or 2-3 likeness Ih a mariner that is libelous or eeftinatory. . No Endorserrie t. rzach.party understands and agrees that, by a tering into this 2.4 Agreement, Talent lies in no way committed" to andome A&F or any of Ws products, and nothing herein obligates Talent to provide Tilent'a opinion regardin A&l= or any of A&Fs products. ealfrici a A&F shall n cause Talent to se nude partially n a (Lev2,5 No N di or in a shit a bathin weating cared when (call. f Talen s body riv e part. (ly suc Qesfive posltian. cornpromtsina . indecent or •se Cam ens ` n, in full cansideratlan for the Talent's services ' 3. usage and other rights -granted to A&F udder th13 Agreement, A&F ag Talent, and the Talent agrees to accept, compensation as follows; 2. dared and all to pay the

PDF Page 69	UILIZ40zG411 ML 04/20/2004 Case 12:9K 1:07-cv-11277-RJS Document 11-3 0,,4/02/2004 17:21 FAR 614 484 8286 i Filed 03/21/2008 Page 29 of 33 VSEP Q011/015 for Talent's services at the Shoot and all Permitted Use during th Use Period, a one-time fee of .$ -^40,0001 payable not later than forty-ire {45 days after the Shoot. A&F will not pay to any other individual, for services that are the same provided by Talent under this Agreement, fees that are higher than the i0s to be paid to Talent pursuant to this Section 3. 4. Representations and Warrantless. 4.1 Warranties. of Talent. Talent hereby represents and warrants to A&F at: a. Talent has full authority and approval W enter Into and undertak all of the duties and obligations placed on Talent by this Agreement and that the person Vg ing has the requisite outs- rity and legal capacity to sign on behalf of and- birwdTalent; b. Talent has entered into. no other agreements with any party that uld conflict with or prohibit Talent fmrn undertaking any of the material duties or obliga tons set fortis herein, that would prohibit Alf from exercising any 0 the material fight$ gran ad to it herein or that roquire the perrmisslon or approval of any third party prior to undertalti any of the duties or db9getions set forth herein; .c. Talent is - the soil, owner of Talent's likeness and rights of publici A&F hereunder, and d. except forA&F's,corrtractual obligations to the contrary, If any, A& shall not be required to snake any payments of any nature whatsoever to "Talent or third es In connection with 'the grants, acquisition, exercise or exploitation of rights by A&F u der this Agreement, unless specifically provided herein. 4.2 Waagaties of-AM. A&F hereby represents and warrants to Talent a. it has full authority and approval to enter Into and undertake obligations placed on it by this Agreement; and 'uld materially conflict b. A&F has entered into no other agreements with any partly that with or prohibit It from - undertak ig any of the niate dal : dudes or obligati ns set forth herein or that would regplra the permission or approval of any third party prior undertaking any of the duties or obllgadori set forth herein. a. ConllderWalft^r. Information exchanged between Talent and A&F { eluding its alfillates), l party at the tiny of disclosure to the designated in writing as cvnfidentlal by the dordosMi receiving party, shall be held in corif epee by, the receiving party for a p rind of live (5). years from the date of meipt, except ihat_nb party wi11 tie required to hold in ca enow a. Information that is gene.mily In the pubitc domain when disclosed the disclosing party to the receiving patty, or which subsequently generally enters the pub c domain through no fault of the receiving party, b. information that is already lawfully known to the receiving party prior to tieing disclosed to it by the disclosing party; o_ Information that is separately disclosed to the receiving party by a third party having the legal right to dfaelose It or vemment or judicial d information that is required to be disclosed pursuant to a valid er is directed gives order, provided that the party to which such government or judicial the other party suffiatant notice to enable it to seeK a protective order, and provided further 3.

PDF Page 70	12:471:07-cv-11277-RJS FAA U1z1z4zzozci 04/20 /2004 Case Document 11-3 0.4/02/2004 17:21 FAX 814 464 8286 Filed 03/21/2008 Page 30 of 33 11012/015 VSSP that the party to which such govemment or judicial order is directed complies with any protective arder abtained by the oMer party. Notwithstanding the foregoing, each a& may disdase Such counsel, acc ountantis) and other agents_ Indemnification. Subject to any exculpatory language and provlst ns eonteined in the 6. representations, warranties, and covenants of We Agreement, the partle agree to Indemnify one another in accordance with the foflowulg: a. Talent shall Indemnify, defend , and hold harmless A&F, its subs idiaries, parents and affiliates, and the owners, officers, directors, agents and employ of each, from and against all .tlllyd party claims, damages, Ilabillttes, cants and re son b expenses (including, but not limited to, t Ird, asrty attomays' fees} arising out of or related to (l) the use of Talent's name. or likeness as expressly permitted hereunder (H) the exercise,of any tlghto granted by Talent to AW hereunder or (M) any breach of ft represmtations, ranties or covenants made by Talent hereinb. A&F shall indemnify, defend, and hold harmless Tatcrit from. and ageinst all third party clalms, damages, liabirities, costs and reasonifte expenses (Includi g. but not limped to, attcrnsys` fees) arising out of or related to "W's breach of its repmSentatlons and warranties as set Earth above in Paragraph 4.2• r 01 herd a clai is rased Mon A&F' use of . an Irma a exdudin an claim far whi to inderrinffy A&F Tale 4t is obi pursuant to clause fad lmriiediatel:Y above?. 7. Reliance and, Inducement. Talent uri&rstands and acknovAedgeq that A&F has been inrarrantles of Talent induced to execute this Agreement in reiianae on the representations a as set-forth herein. 13. Notice. Arty notice, request approval or aver communlcatlvn requ given hereunder shell be in writing, effedtivei Upon receipt; and deltve dcknawledged) , delivered personally, delivered by nattonally,. r-ecogritzed d or permitted to be by tax (with receipt ernight courier (vuith. teeampt acknovAedged) or malled by cert'fied mall, postage prepaid, rrr receipt requested (such rnalled notk:a to be affecUva on the date such receipt Is acknoW geo or refused). as follows: ff to A&F, addressed to; Aberabmble & Fitch Merchandising & Design Co_ 6301 Fitch Path Now Albany, Ohio 43054 Attn: ;ttlke Stevenson (1514) 263:&86 Fax: If fo Talent, addressed to: --Vivien ttL Esp. -Qayi^ L d Montgl-je 4 Hayes. LL.e -Bgg Fifth Avenue. Fifth Floor New York. NY I W .----;21J23G75511U FOX - Notwithstanding the foregoing., for the purposes of provlding notice of tizd Use Period, notice provided by A&F or its agent to TaW*s VW-current a 4.

PDF Page 71	1:07-cv-11277-RJS 04/20/2004 Case 12:47 FA.X. 912123528271 04/0.2/2004 17:22 FAX 814 464 8286 SMID & UVMrMx1 Document 11-3 Filed 03/21/2008 VSSP Page 31 of 33 hole/o15 to meet the notice requirements hareunder_ Talent's a ent as of the ifiective date of his 'Agreement is Dan Dymtrow. 432 Park Avenue South. New York. NY 1001 0Force Majqyre. If, by reason of any occurrence beyond the control 9(including, but not limited to; war, act of terrodarn; governmental req regulations; fire, flood or other casualty; eocidert, strike or other dUm any other similar occurrence), the parties are not able to meet their AgreernOM, the non-performing party shall not be liable therefor and may of its obligations for a Umo whidh is reasonable under alt the circumstan 10. of the patties hereto eras, resbtfions or v+rlth employees; or igations under this stpone performance Misgefiarteous. 10.1 AsnWnment. Neither party shall have time right to assign its d hfis, or delegate its performance, :radar this Agreement, or any interest herein, without the p: or written consent of the other party. Ali covenants and aarftments contained in this Agreem by or on behalf of ars and permitted. the parties shall bind and inure to the beneftk of their iespedive W assigns. Notwithstanding the forgoing, A&F shall have the.right to assl n this Agreement, or ddoate its perfcarrrance under this Agreement, Mthout ToienYs con t, to any of AM's a#filiat". 10.2 13amddies. The remedied reserved in this Agreement are cuumulativ are in addillon'to any other rerhedy provided by WW, or at equity, 10.3 nttre . Agee }exit, Waiver. Except only as otherv^rise spedfic lly provided in this Agreement, the terms of this Agregment are complete and wnternporaneous agreern.ent,. whether written , oral or implied, and none added. to, medified, superseded or altered , except by a written agreement by authorized officers or reprsaenfe sv m of each party. No wsiver of Agreeithent dhall be effective unless it Is ltt writing and signed by an ispresentetNve of the panties, as approp'Oate, and then such welvershall spedl#lc instance and for the spec purpose gluon, The Wture to axe rsede any prior or f such terms may be r modification signed any provision of this authorized officer or effective only in the any right or remedy ' Agreement shall not be dwrned a waiver of the right to exerr.Is such right or remedy urider NS at a later date. 10:.4 Reta6onstrtip caf EgEfl . Each of the parties hereto shall to and main an independent relationship between iFfi contractor and ndhing herein shall be deemed to orebte on em O the. partial or constitute the parties as pantile or joint venturers . Furthe the parfiea shall not ly or by implicatian, have any autbonty to act: or art mpt to Oct; or re entthemselves, di as an ageid of the afters of in any manner assume or cre or attem to assume or create, any obligation on behatf of or In the name of the athem, nor shall any. patty be deemed the agent of the other. 10.6 Headings. Section headings ante Included in this Agreement for shall not affect the interpretation of this Agreement in any manner. 10.6 Severabii . If arty provision of this Agreernerrt is or bec times in slid or unenforceable under any law of mandatory applit ion, it is the iritent of the parties at Such provision be deemed-smamd ohd dmitted from ft Agreement, the remaining porllo of the Agreement to remain in full foroe and effect as written. 10.7 Counteroarrts. This Agreement may be exeuraed in one or mane which sharlf be deemed to be a duplicate original, but all of which, take single .document: S.

PDF Page 72	04120/2004Case 12_471:07-cv-11277-RJS FAX VIzizaozazijL .94/02 /2004 17:22 FAX 614 484 8288 W,.n..=., .. Document 11-3 VSSP Filed 03/21/2008 Page 32 of 33 Q 014015 10.8 Governing Uy.. Jurtsdiufion. This Agreement is governed by, end hall he coast ued in accordance ma, the iaws of the State of Ohio. The parties consent to the usive jurisdiction and venue of the courts of proper subject matter jurisdiction located in City of Columbus, 'oe of any pEeooess, Franklin County, Ohio for all purposes related to this Agreement. summons, notice, or document by means pursuant to Section B hereof sha be effeewe service of process for any action, suit, or proceeding brought against any party reunder in any such court. I 6.

PDF Page 73	ugfZUrcuv4 UJL4X44U406 ( 1 Case 1:07-cv-11277-RJS l c:,k( rf1A .04/02 / 2004 17 : 22 FAX 614 464 82 $ 6 unnniL 11-3 oc w=L+ Si Document Filed 03/21/2008 i1SSP Page 33 of 33 r& 015/0'15 IN WITNESS WHEREOF, the parties hereto , each representing and warran ng that they are the duly authorized and appointed representative and signatory of the ras ctive entiti es and by their respective individuals listed below , have each caused this Agreement to he execute _ above. By-signiRg first set duly authorized representative to be emotive as of the date i aue T or SvAft Talent Abercrombie & Fitch Merchandising & By. Printed Name: Title-- Date ;. Consent (It Applicable) The undersigned certifies that he/she. (i is the parent or guardian of the rain r named above, (ii) has the legal authority to executa. thla Aigr ernent on pehalf of such minor, a d (iii} approves the foregoing terms and conditions and waives any rights in the premises. Psrent/Guardi ^C Printed Name: Title- 4'1 b 77fj oaw 7.


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