Music License Agreement This Music License Agreement is made and entered into as of the date of grant set forth below.
BETWEEN:
[COMPANY NAME] (the "Owner”), a corporation, organization with complete address.
AND:
[LICENSEE NAME] (the " Licensee), with complete address.
WHEREAS, OWNER, owns the copyright, publishing rights and all other related rights in and to certain songs (hereinafter "SONGS"), the titles of which are set forth in Schedule (A) hereto; WHEREAS, Company desires to obtain certain rights to the Songs and Composer's performance of those Songs for use in any purpose. NOW, THEREFORE, in consideration of the promises, conditions, covenants and warranties herein contained, the parties agree as follows: GENERAL TERMS: The mechanical, synchronization, and performance rights granted to the Licensee within the Agreement include, right to re-record, duplicate and release the Work as part of a production in whatever medium(s) necessary (i.e. video tape, film, CD-ROM, DVD). If the music is used in software such as a video game application or other software product, the music will be "embedded" with the intention that the end user of the software or is unable to extract or use the music on its own; right to use the music as a soundtrack "synced" with visual images as part of a production; and right to use the music as part of the public viewing or broadcast of a production (including but not limited to TV shows, videos, DVDs, Web Sites, podcasts, multimedia presentations, and films). The Licensor grants Licensee an exclusive perpetual license to use the Work herein. RIGHTS NOT INCLUDED IN THIS AGREEMENT: The rights granted to the Licensee do not permit the Licensee to claim ownership or authorship of the music represented under this Agreement. The transfer, share or sub-lease this license agreement with any other party, copy or duplicate the Represented Tracks except for use in the Licensee's productions, permit any other individual or third party the right to use the Represented Tracks in place of the Licensee. The resell, trade, or exploit for profit the represented tracks contained herein outright or as part of other music and/or audio-related collections, in part or in whole, to any
other individual or party (although the music can be sold as part of the production, which is a clear and distinct product from represented tracks themselves.) The Licensor maintains all intellectual property rights with regard to the marketing and sales of all tracks and any infringement thereof is punishable by law.
OWNERSHIP: You understand that Company contributors own and retain all right, title, and interest in the Music. You may not sublicense, sub-distribute, or resell the Music as your own, even if it has been transformed with additional musical instruments or voice-overs. If you’d like to use the Music in such a manner, please contact us for a special license arrangement. LICENSE: Company shall give license to Licensee to use any music works under its administration in the manners as required. A list of licensed songs attached hereto as an attachment shall be an integral part of this Agreement and shall take effect after it is affixed with the across perforation seal. LICENSE RESTRICTION: Unless the prior consent is obtained from Company, the license granted to Licensee shall only be limited to the licensed contents. shall not sub-license or transfer the licensed contents to any third party. INDEMNIFICATION: You agree to indemnify and hold Company, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors, investors, lenders and anyone else associated with Company, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses (including attorneys' fees), asserted against Company arising out of your use of the Music. FEES: The Licensee agrees to pay the Licensor a one-time fee of [[Cost of Purchase]]. The Licensee will not owe any future additional royalties or fees to the Licensor for future use of the represented tracks within the terms of this Agreement. ARBITRATION: Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by binding arbitration in (State Name). Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Each party shall bear its own attorney’s fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action
at law or equity; provided however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or other equitable relief. NOTICES: The address of each party hereto as set forth below shall be the appropriate address for the mailing of notices, checks and statements, if any, hereunder. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other. APPLICABLE LAW: All disputes arising from or in connection with this Agreement or its performance shall be resolved through friendly consultation between the parties hereto. In the event that no agreement can be reached through consultation, either party may bring a legal action to other party Intermediate Court, (State Name). The execution, performance and interpretation of this Agreement and disputes resolution shall be governed by the laws of the (State Name). TERMINATION OF AGREEMENT: This Agreement shall be subject to termination at the election of Composer, in the event that Company fails to begin Songs within one year of the date on which all parties have signed this Agreement, by written notice given by Company within thirty (30) days of the running of that one (1) year period. Upon termination or expiration of this Agreement, Company shall remove the songs from the Site as soon as it is commercially feasible. Termination or expiration of this Agreement shall not extinguish any Composer's obligations under this Agreement (including, but not limited to Company to pay royalties) which by their terms continue after the date of termination or expiration. ENTIRE AGREEMENT: This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified, or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provision(s) hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability and effectiveness of the remainder of the Agreement shall not be affected and this Agreement shall be enforceable without reference to the unenforceable provision(s). No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed the day and year set forth above.
Owner
Licensee
By:
By:
Name:
Name: