Master License Agreement


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									Master Recording License
This is an agreement between the owner of a master recording and a licensee that
wishes to use the master recording on an album. The agreement sets forth the terms
and condition of the license, including an advance, royalties, accounting provisions,
term of the agreement, and other material deal points. This document in its draft form
contains numerous of the 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 MASTER RECORDING LICENSE AGREEMENT (the “Agreement”), is made as of
___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert
Name of Licensor], located at ___________ [Instruction: Insert Address] (“Licensor”) and
___________ [Instruction: Insert Name of Licensee], located at ___________ [Instruction:
Insert Address] (“Licensee”).

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. 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
the Artist’s name, likeness, and/or biographical material for purposes of advertising and trade in
connection with the Album;

    B. Will furnish to Licensee simultaneously with execution hereof: (i) complete and correct
publishing information with respect to the Composition, (ii) the complete and correct copyright
notice for the Master, and (iii) the text of any courtesy credit required by Licensor; and

    C. 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

   B. Record Royalties. Licensee will credit Licensor’s account a record royalty (“Record
Royalty”) as follows.

      i.   With respect to net sales of the Album, through normal retail channels in the United
           States, in any medium, a royalty of ___________ Cents ($0.__) per unit.

     ii.   With respect to net sales of the Album through normal retail channels outside the
           United States, a royalty equal to seventy percent (70%) of the amounts specified
           in paragraph 2(B)(i).

    iii.   With respect to net sales of the Album outside normal retail channels, a per-unit
           royalty equal to fifty percent (50%) of the applicable amount specified in paragraphs
           2(B)(i) or 2(B)(ii).

    C. Most Favored Nations. 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.

3. Record Royalty Accounting. Licensee shall render to Licensor semi-annual statements, and
payments therefore (subject to recoupment of the Advance), of all royalties payable hereunder
within ninety (90) days after the last day of June and December, for each semi-annual period for
which any such royalties accrue pursuant to the terms hereof. The statements rendered by
Licensee to Licensor hereunder shall set forth in reasonable detail the following items: (i) the
name of the Master; (ii) the configurations of the Album; (iii) the royalty rate; and (iv) such other
information as shall be reasonably necessary for Licensor to properly analyze such statements.
All royalty statements and all other accountings rendered by Licensee to Licensor shall be
binding upon Licensor and not subject to any objection by Licensor for any reason unless
specific objection in writing, stating the basis thereof, is given to Licensee within two (2) years
from the date received by Licensor. Licensor will not have the right to sue Licensee in
connection with any royalty accounting hereunder unless such suit is commenced within two (2)
years after the statement in question is received by Licensor. Licensee shall maintain complete
and accurate books and records of all transactions relating to the subject matter hereof. Licensor
shall have the right, upon reasonable notice to Licensee, to audit such books and records and to
make extracts and copies thereof, for the purpose of determining the accuracy of royalty
statements and payments, not more than once during any calendar year, and only once with
respect to any statement rendered hereunder.

4. Third Party Obligations

    A. The royalty specified herein shall be comprehensive, and Licensor shall be responsible
for any royalties or other sums which may become due and payable, as a result of Licensee's
exercise of its rights hereunder, to the Artist, to any producer(s) or other person(s) who rendered
services in connection with the Master, and, except specifically provided in this paragraph 4, to
any third parties whatsoever.

    B. Notwithstanding the foregoing, Licensee shall be responsible for the payment of
mechanical royalties with respect to the Composition as embodied on the Album, and for any
amounts which may become due and payable to any union or union trust fund having rights in
the premises.

    C. Except as provided in paragraph 4(D), the maximum mechanical royalty payable with
respect to the Composition shall be an amount equal to seventy-five (75%) percent of the
minimum compulsory license rate (without regard to playing time) applicable as of the date of
this Agreement under the U.S. copyright law, and seventy-five (75%) percent of the lowest
prevailing mechanical royalty rate prevailing in Canada as of the date of this Agreement.

    D. In the event that Licensee is required to pay any mechanical royalty with respect to the
Composition in excess of the foregoing, then such excess may be deducted from Record
Royalties otherwise accruing pursuant to paragraph 2(B), unless Composition is a so-called non-
controlled composition and neither the Artist, nor Licensor, nor any affiliate of Licensor, is the
author or co-author or publisher or co-publisher of the Composition, or the administrator or co-
administrator of the copyright therein; in which case the full statutory rate will be paid to the
owner of the Composition and said excess will not be deducted from Licensor’s Record

5. Sell Off. For a period of six (6) months following the termination of the Term, Licensee
shall have the right to continue to sell Albums manufactured during the Term, subject to its
royalty obligations hereunder. Licensee shall not manufacture excessive quantities of Albums in
anticipation of the expiration of the Term.

6. Representations, Warranties, Indemnification and Limitation of Remedies

    A. Licensor represents and warrants that: (i) Licensor owns and controls one hundred
percent (100%) of all copyrights in and to the Master throughout the universe; (ii) neither the
Master nor anything contained in the Master will violate the rights of any third party; and (iii)
Licensor has the exclusive and sole right to enter into this Agreement and grant the rights granted

    B. Except as expressly set forth herein, Licensee shall not be required to make any payment
to any person or entity in connection with any use of the Master hereunder. If any of the
agreements, representations or warranties contained in this Agreement are breached, in whole or
in part, Licensor shall indemnify and hold Licensee harmless from any and all damages, losses
and costs (including, but not limited to, legal costs and attorneys' fees) resulting from any and all
claims inconsistent with such agreements, representations or warranties. Without limiting any
right or remedy otherwise available to Licensee, in the event of any such claim, Licensee shall
have the right to withhold from any monies payable hereunder an amount reasonably related to
such claim, including but not limited to anticipated legal fees and costs.
    C. In no event shall Licensor be entitled to seek injunctive or any other equitable relief for
any breach or non-compliance with any provision of this Agreement. Notwithstanding the
foregoing, Licensor retains the right to sue for any breach by Licensee of this Agreement but
Licensor shall not be entitled to hinder release of the Album.

7. Miscellaneous.

    A. No failure by either party to perform any of its material obligations hereunder shall be
deemed a breach hereof, unless the non-breaching party has given written notice of such failure
to the breaching party, and the breaching party fails to cure such non-performance within thirty
(30) days after receipt of such notice (fifteen (15) days with respect to non-payment).

   B. All notices shall be given in writing by addressing the same to the addresses mentioned
above, or at such other address as may be designated, in writing, in a notice to the other party.

    C. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Any or all of the rights granted to
Licensee hereunder shall be exercisable by any assignee, licensee or designee of Licensee, and
all succeeding assignees, licensees or designees. This Agreement shall not be deemed to give
any right or remedy to any third party whatsoever, unless said right or remedy is specifically
granted in writing to said third party.

    D. This Agreement is an entire document and supersedes any and all other agreements,
either oral or in writing, between the parties hereto. If any provision of this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable, it will be severed from
it and the remaining provisions shall nevertheless continue in full force and effect without being
impaired or invalidated in any way.

    E. This Agreement may only be amended or modified, in whole or in part, by an instrument
in writing signed by all parties hereto.

    F. Any waiver by any party of a breach of any provision of this Agreement shall not operate
or be construed as a waiver of any subsequent breach of the same or any other provision hereof.

    G. This Agreement shall be construed in accordance with and governed for all purposes by
the laws of the State of __________ [Instruction: Insert State], applicable to contracts executed
and wholly performed therein. The parties herein agree to submit to the personal jurisdiction and
venue of federal and state courts located in ________ County [Instruction: Insert County],
State of ______________ [Instruction: Insert State].

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]

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