Master License Agreement


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									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.

(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.


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]

________________________________ [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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