Exhibit 10.33


September 24,
2007


The following
shall set forth the agreement between Freehand Systems, Inc. (“FSI”) and Hal
Leonard Corporation (“HLC”) with respect to the subject matter herein
contained.


1. During the
term of this agreement, HLC authorizes FSI to be a participant in HLC’S Digital
Retailer Program (the “Program”), whereby FSI may purchase digital music files
from HLC for purposes of the sale of sheet music to consumers on-line via FSI’s
website, under the terms set forth herein.


2. HLC shall
grant FSI access to HLC’s digital music files of all songs available on HLC’s
website Sheet Music Direct, or any successor website maintained by HLC or its
affiliates, except for any songs for which HLC is contractually prohibited from
doing so by the licensors of such songs. For all songs that FSI will be
authorized to sell on-line, HLC shall provide FSI access to a secure server
containing song files in a mutually-acceptable format, as provided for in
Paragraphs 2.1 and 2.2 below. All such song files will remain on the HLC
server, and FSI is expressly prohibited from using the files for any purpose
other than as expressly authorized herein. HLC and FSI shall work in good faith
implementing the technology to deliver song files and other information from the
HLC server to the FSI website and to consumers. The technical and graphic
presentation as well as the security elements used by FSI in these
transactions, are subject to HLC’s approval. All files sold under this
agreement shall be branded “Sheet Music Direct” or “Hal Leonard Corporation” or
some other name that HLC and FSI mutually determine. 


          2.1
With the exception of the pre-existing song files from the catalogs of
Universal Music, Rondor Music International and Chrysalis Music Group discussed
in Paragraph 2.2 below, HLC shall provide FSI with access to files in a
mutually-accepted format.


          2.2
With respect to songs identified in Exhibit A from the catalogs of Universal
Music, Rondor Music International and Chrysalis Music Group for which FSI has
pre-existing song files in the Solero format, FSI shall be entitled, at its
expense, to place these files on HLC’s servers for sale under the Program. For
quality control purposes, all Solero files shall be subject to HLC’s approval
and shall be submitted by FSI to HLC to be hosted on HLC to be hosted on HLC’s
server.


3. For each
song digitally delivered from the HLC server to FSI for a consumer transaction,
FSI shall be billed a per unit price of $2.37 net or such other amount as the
parties may mutually agree from time to time, based on musical format or other
factors. FSI has the sole discretion over the retail prices of the songs it
sells under this agreement. HLC shall be responsible for maintaining its server
as set forth in Paragraph 7, and FSI shall be responsible for credit card costs
and other transaction-related expenses on the FSI website. HLC shall advise FSI
of any territorial restrictions imposed on HLC by the licensors of the songs
delivered hereby, and FSI agrees to implement such restrictions on FSI’s
website. 


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4. All sales
by HLC to FSI shall be considered final. No credits or returns shall be allowed
except in the case of transaction errors or technical failures. All HLC
invoices to FSI are due and payable within 30 days of the invoice date. A 1.5%
service charge per month will be assessed on all pat due invoices. If FSI’s
account is more than 30 days past due, HLC shall be entitled to immediately
cease selling its digital music files to FSI pursuant to this Agreement.


5. In the
event that FSI requests from HLC digital music files of a song not available on
Sheet Music Direct for which HLC has digital print rights, HLC shall either
make such title available on its website within a reasonable time frame, or
shall allow FSI to create its own digital file of HLC’s arrangement of such
title (if it exists), subject to any restrictions imposed on HLC by the
licensor of such title to HLC. If no HLC arrangement of such titles exists, FSI
may create an arrangement at FSI’s expense subject to the approval of HLC and
subject to any restrictions imposed on HLC by the licensor of such title to
HLC. Any such arrangement shall be created only as a result of
employment-for-hire, and shall be a “Work Made For Hire” as such term is used
in the United States Copyright Act, and FSI shall assign to HLC on behalf of
the respective copyright owner all rights acquired by FSI therein as a result
of such employment, including, but not limited to, all worldwide copyrights and
all renewals and extensions thereof and all rights in and to such arrangement.
HLC will own any files created under this Paragraph. FSI shall be entitled, at
its expense, to convert such files to FSI’s proprietary Solero format. For
quality control purposes, all such converted files shall be subject to HLC’s
approval and shall be submitted by FSI to HLC to be hosted on HLC’s server. FSI
shall not retain any copies of HLC’s original digital music files or such
converted files and FSI is expressly prohibited from using HLC’s files for any
purpose other than as expressly authorized herein. FSI shall be billed for all
sales of such files a per-unit price of $2.37 net pursuant to the terms of this
agreement. 


6. FSI is not
authorized to reproduce music notation, lyrics, or artwork (including but not
limited any image, likeness and logo art) of HLC’s digital music files other
than as HLC specifically allows. Any use, on-line or otherwise, of HLC’s
artwork, logos, and/or trademarks shall be subject to HLC’s prior approval. All
publicity, advertising, website promotions and press releases regarding FSI’s
participation in the Program shall be subject to prior mutual approval. In
addition, FSI shall not represent on the FSI website or in any FSI promotional
materials that it represents any catalogs for which HLC has rights, unless FSI
also has rights to the catalog. 


7. HLC will
provide to FSI the standard technical specifications required for interfacing
with HLC’s Digital Retailer server and program infrastructure. FSI, at its own
expense, will be solely responsible for enabling its server, website, and
Solero software to integrate with HLC’s existing server and program
infrastructure. HLC will work with FSI to create a technical solution to the
search, sample and file delivery technology that is mutally agreeable to both
parties. 


2.






8. HLC or its
authorized representatives shall have the right to inspect and audit FSI’s book
and records, at HLC’s sole cost and expense, relating to transactions involving the
digital music files which are subject to this agreement, once during each year
of the term hereof. Such audit and inspection shall be conducted at FSI’s
office during normal business hours on at least fifteen (15) days prior written
notice. HLC shall not request access to and FSI shall not provide any books or
records other than those that relate to this agreement. 


9. The term of
this agreement shall commence as of the date hereof and shall continue for a
period co-terminus with the term of the distribution agreement between HLC and
FSI dated September 24, 2007.


10. At HLC’s
option during the term of this agreement, FSI agrees to grant HLC the right to
sell FSI’s digital content under the same terms set forth in this agreement.


11 This
agreement limits sales under the Program to direct to consumers only. HLC and
FSI acknowledge a mutual interest in exploring possible cooperation regarding
FSI’s in-store sales to retailers.


12 Warranties
and Representations


          12.1
Each party warrants and represents to the other that such party has the full
right, power and authority to enter into and to perform its obligations
pursuant to this agreement in accordance with its terms.


          12.2
In each instance in which (and to the extent to which) HLC grants FSI the right
to purchase HLC’s digital music files for distribution via FSI’s website as a
participant in the Program, such grant shall constitute a warranty and
representation on HLC’s part that FSI’s exercise of the rights so granted to
FSI in compliance with the terms and conditions set forth above shall not
violate applicable law and shall not infringe upon the rights of any third
party, whether contractual in nature or whether based upon other rights,
including but not limited to those relating to copyright, trademark, service,
or rights of privacy and/or publicity.


          12.3
With respect only to co-publishers and songwriters shares HLC administers, HLC
shall bear all responsibility for paying such co-publishers and such writers of
musical compositions comprising Editions such monies are due them as a result
of FSI exercising FSI’s rights hereunder.


          12.4
FSI’s use via FSI’s website of any material(s) not provided to FSI by HLC shall
constitute a warranty and representation on FSI’s part that, in addition to the
rights which HLC have warranted to FSI under this agreement, FSI will own or
control sufficient rights therein to permit such us thereof and that such use
shall not violate applicable law and shall not infringe upon the rights of any
third party, whether contractual by nature or whether based upon other rights
including, but not limited to, those relating to copyright, trademark, service
mark or rights of privacy and/or publicity.


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13. Confidentiality/Nondisclosure


          13.1
In the course of performing this agreement, one party may disclose information
to the other concerning its inventions, know-how, trade secrets and proprietary
information including, without limitation, information regarding finances,
sales of songs, customers, marketing strategies, software and hardware systems
and program strategies, and personnel (“Confidential Information”) as may be
necessary to further the purposes of this agreement. As used herein,
“Confidential Information” includes, but is not limited to, any such
information disclosed in connection with the negotiation of the business
arrangement contemplated hereby and includes information about the number and
dollar value of songs sold pursuant to this agreement, the number of songs
available on Sheet Music Direct and Freehandsystems.com and any other
information that is competitively sensitive to HLC and FSI. All such
Confidential Information disclosed hereunder shall remain the sole property of
the party disclosing such information and the other party shall have no
interest in or rights with respect thereto. Except in the context of a legal
proceeding compelling disclosure of same (any such proceeding to be noticed to
the other party), each party agrees not to (i) use Confidential Information
disclosed by the other party except to affect the purpose of this agreement;
and (ii) to disclose such Confidential Information to any of its employees or
agents or any third party, including music publishers and the general public,
except for such employees or agents who have a bona fide need for such
information to effect the purposes of this agreement, without the disclosing
parties’ written consent. Each party will take all reasonable precautions to
prevent an unauthorized disclosure of such Confidential Information, including
at a minimum exercising the same degree of care and taking the same precautions
that such party exercises and take with regard to protection of its own most
confidential information.


          13.2
The obligations set forth in this Paragraph 11 shall not apply to: (i) information
that is or becomes part of the public domain through no fault of either party
hereto or its representatives; (ii) information that the receiving party
receives from a third party source without violation by such a third party, to
the knowledge of the receiving party, of any obligation to the disclosing
party. The prohibitions of the Paragraph apply for a period of 5 years. 


14. Any breach
of this agreement shall be considered a material breach and is grounds for
termination on 15 days notice.


15. This agreement
shall be governed by and interpreted in accordance with the laws of the State
of Wisconsin applicable to agreements to be wholly performed therein. This
Agreement represents the entire agreement of the parties hereto with respect to
the subject matter hereof. This agreement shall bind the parties hereto and
their respective successors and permitted assigns. Neither party may assign its
rights and/or delegate its obligations hereunder without the consent of the
other party hereto. HLC can terminate this agreement on 24 hours notice if: 1)
FSI is acquired by or merges with MusicNotes, Alfred Publishing, Neil Kjors
Music, Music Sales, Mel Bay or any entity that controls any of these
organizations; 2) FSI is acquired by or merges with any other direct competitor
to HLC (defined as a company whose primary business is the creation and
wholesale distribution of printed or digital sheet music); or 3) FSI files
under the federal bankruptcy laws. 


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IN WITNESS
THEREOF, the parties hereto have executed this agreement this _____day of
___________, 2007.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Accepted and
 agreed:

	
 

	
Accepted and
 agreed:


	
 

	
 

	
 

	
 


	
FREEHAND
 SYSTEMS, INC.

	
 

	
HAL LEONARD
 CORPORATION


	
 

	
 

	
 


	
By:  

	
/s/ Kim A.
 Lorz

	
 

	
By:  

	
/s/ Larry
 Morton


	
 

	


	
 

	
 

	



	
 

	
 

	
 

	
 


	
Date:

	
24 Sept 07

	
 

	
Date:

	
27 Sept 07 


	
 

	


	
 

	
 

	






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