VIEWS: 322 PAGES: 7 CATEGORY: Protecting Intellectual Property POSTED ON: 12/5/2011
This is an agreement between the owner of a master recording and a licensee that wishes to use the master recording on a record. This document sets forth the key terms for the grant of rights, including terms for compensation and royalty amounts. This template document contains standard clauses commonly used in these types of agreements, as well as optional language to allow for customization to ensure the specific terms of the parties' agreement are addressed.
This is an agreement between the owner of a master recording and a licensee that wishes to use the master recording on a record. This document sets forth the key terms for the grant of rights, including terms for compensation and royalty amounts. This template document contains standard clauses commonly used in these types of agreements, as well as optional language to allow for customization to ensure the specific terms of the parties' agreement are addressed. MASTER LICENSE AGREEMENT THIS MASTER LICENSE AGREEMENT (the “Agreement”), made as of ___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of Licensor], ___________ [Instruction: Insert Address] (the “Licensor”) and ___________ [Instruction: Insert Name of Licensee], ___________ [Instruction: Insert Licensee] (the “Artist”). WHEREAS, Licensee desires to reproduce, distribute, exhibit, perform, use and otherwise exploit a certain master recording (the “Master”) embodying the performance of “___________” [Instruction: Insert Composition Title] (the "Composition") as performed by ___________ [Instruction: Insert Artist] (the "Artist") on the album tentatively entitled “___________” [Instruction: Insert Selection Title] (the “Album”), along with approximately ___________ (___) [Instruction: Insert Number] other master recordings, which Album is tentatively scheduled for initial U.S. release by Licensee on ___________ [Instruction: Insert Release Date] (the “Release Date”); WHEREAS, Licensor is sole and exclusive owner of the Master and desires to license the Master to Licensee, subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the promises and other good and valuable consideration set forth, the parties agree as follows: 1. Grant of Rights. Licensor: A. Represents and warrants that: (i) Licensor is the sole and exclusive owner of the Master and of the copyright therein; (ii) Licensor has the right to grant to Licensee the rights granted herein; and (iii) neither this grant nor the exercise of the rights granted by Licensee herein shall infringe upon the rights of any third party; B. Grants to Licensee the non-exclusive right to manufacture, reproduce, distribute, exhibit, perform, use and otherwise exploit the Master in the Album for a period of five (5) years (the “Term”), throughout the Universe (the Territory”), along with the right to use Licensor's and/or Artist’s name, likeness, and/or biographical material for purposes of advertising and trade in connection with the Album; C. Will furnish to Licensee simultaneously with execution hereof: (i) complete and correct publishing information with respect to the Composition, (b) the complete and correct copyright notice for the Master, and (c) the text of any courtesy credit required by Licensor; and D. Reserves to itself, all rights whatsoever in and to the Master, other than those rights expressly granted Licensee herein, it being understood that the rights hereby granted shall be non-exclusive and shall not include the right to manufacture any records, other than the Album, that include the Master. 2. Compensation. A. Advance. Promptly following the complete execution hereof, Licensee shall pay to Licensor a non-returnable advance of ___________ Dollars ($_____) [Instruction: Insert Amount] (the “Advance”). The Advance shall be deemed a non-returnable advance recoupable from and chargeable against any and all record royalties payable to Licensor pursuant to this agreement. (a) Licensee shall accrue to the credit of Licensor: (i) With respect to net sales of the Album through normal retail channels in the United States, a royalty of ...................cents ($. ) per unit in compact disc configuration, and ...................cents ($. ) per unit in cassette configuration and any other configuration. (n6)COMMENT (ii) With respect to net sales of the Album through normal retail channels outside the United States, a royalty equal to one-half (1/2) the amounts specified in Clause 3(a)(i) above, except that if, with respect to particular net sales, Licensee is paid by any sublicensee on a royalty basis, then with respect to such particular net sales Licensor's royalty shall instead be an amount per unit equal to (i) one-half (1/2) the unit royalty actually received by Licensee in the U.S., multiplied by (ii) a fraction whose numerator is one (1) and whose denominator is the number of master recordings embodied on the Album. (n7)COMMENT (iii) With respect to net sales of the Album outside normal retail channels, a per-unit royalty equal to one-half (1/2) the applicable amount specified in Clause 3(a)(i) or (ii) above. (n8)COMMENT (b) Licensee agrees that the royalties payable hereunder shall be no less favorable to Licensor than the royalties payable to any other licensor of master recordings included in the Album. (n9)COMMENT IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above. VENUE: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] ARTIST: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] Exhibit “A” Terms and Conditions 1. The Venue agrees to supply, at its own expense, all that is necessary for the proper presentation of the entertainment performances of Artist, including a suitable theatre, hall or auditorium, well-heated, lighted, clean and in good order, stage curtains, and a public address system in perfect working condition including microphone(s) in number and quality reasonably required by Artist and comfortable, lighted dressing rooms; all stagehands, stage carpenters, electricians, electrical operators and any other labor as shall be necessary and/or required by any national or local union(s) to take in, hang, work and take out the entertainment presentation (including scenery, properties and baggage); all lights, tickets, house programs, all licenses (including musical performing rights licenses); special police, ushers, ticket sellers for advance or single sales (wherever sales take place), ticket takers; appropriate and sufficient advertising and publicity including but not limited to bill-posting, mailing and distributing of circulars, display newspaper advertising in the principal newspapers and the Venue shall pay all other necessary expense in connection therewith. The Venue shall pay all amusement taxes. The Venue agrees to comply with all regulations and requirements of any national or local union(s) that may have jurisdiction over any of the materials, facilities, services and personnel to be furnished by the Venue and by Artist. The Venue agrees to furnish all necessary material and equipment and to comply with Artist's directions to arrange the stage decor and settings for the performances hereunder. 2. Artist shall have the sole and exclusive control over the production, presentation and performance of the engagement hereunder, including but not limited to, the details, means and methods of the performance. Artist's obligations hereunder are subject to detention or prevention by sickness, inability to perform, accident, means of transportation, Acts of God, riots, epidemics, any act or order of any public authority or any other cause, similar or dissimilar, beyond Artist's control. 3. The Venue shall not have the right to broadcast or televise, photograph or otherwise reproduce the performances hereunder, or any part thereof. The Venue shall not have the right to assign this agreement, or any provision hereof. Nothing herein contained shall ever be construed as to constitute the parties hereto as a partnership, or joint venture, or that Artist shall be liable, in whole or in part, for any obligation that may be incurred by the Venue in the Venue's carrying out any of the provisions hereof, or otherwise. The person executing this agreement on Venue's behalf warrants his authority to do so. 4. The entertainment engagement to be furnished by Artist hereunder shall receive billing in such order, form, size and prominence as directed by Artist in all advertising and publicity issued by or under the control of the Venue. Notwithstanding the foregoing, no inadvertent, non-repetitive failure to provide billing subject to the foregoing shall be considered a material breach hereof, provided that, upon receipt of notice of such failure, the Venue takes reasonable steps to prospectively cure such erroneous billing. 5. The Venue agrees that the entertainment engagement will not be included in a subscription or other type of series without the written consent of Artist. Free admissions, if any, except to local press, shall be subject to Artist's prior written approval. In the event that payment to Artist shall be based, in whole or in part, on the Venue’s receipts relating to the performance hereunder: (a) the scale of ticket prices must be submitted to and approved by Artist in writing before tickets are ordered or placed on sale; (b) the Venue agrees to deliver to Artist a certified statement of the gross receipts of each such performance within two hours following such performance; and (c) Artist shall have the right to have a representative present in the box office at all times and such representative shall have the right to examine and make extracts from box office records of the Venue relating to gross receipts of this performance. 6. If, before the date of any scheduled performance, it is found that the Venue has not fully performed its obligations under any other agreement with any party for another engagement or that the financial credit of the Venue has been impaired, Artist may cancel this agreement. In the event that the Venue does not perform fully all of its obligations herein, Artist shall have the option to perform or refuse to perform hereunder and in either event Venue shall be liable to Artist for damages in addition to the compensation provided herein. 7. This constitutes the sole, complete and binding agreement between the parties hereto. ___________ [Instruction: Insert Name of Booking Agent], acts only as agent for Artist and assumes no liability hereunder. 8. Artist shall have the sole and exclusive right, but not the obligation, to sell souvenir programs and other souvenir items including merchandise and phonograph records in connection with, and at, the performance hereunder and the receipts thereof shall belong exclusively to Artist. 9. This Agreement may not be changed, modified or altered except by an instrument in writing signed by the parties. This Agreement shall be construed in accordance with the laws of the State of ___________ [Instruction: Insert State]. Nothing in this Agreement shall require the commission of any act contrary to law or to any rule or regulation of any union, guild or similar body having jurisdiction over the performances hereunder or any element thereof and wherever or whenever there is any conflict between any provision of this Agreement and any such law, rule or regulation, such law, rule or regulation shall prevail and this Agreement shall be curtailed, modified, or limited only to the extent necessary to eliminate such conflict. 10. Any claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in accordance with the rules and regulations then obtaining of the American Arbitration Association governing three-member panels. The parties hereto agree to be bound by the award of such arbitration and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
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