This Master Use Agreement sets forth an agreement whereby the owner of a certain master recording (licensor) grants a license to a producer or production company to use the master recording in an upcoming project. The licensor warrants that the musical composition or work is original and free from any defects and liens. The exact terms of the license should be recorded in Exhibit A. This document in its draft form contains standard clauses commonly used in master use license agreements, as well as optional language to allow for customization to ensure the specific terms of the parties' agreement are addressed.
This Master Use Agreement sets forth an agreement whereby the owner of a certain master recording (licensor) grants a license to a producer or production company to use the master recording in an upcoming project. The licensor warrants that the musical composition or work is original and free from any defects and liens. The exact terms of the license should be recorded in Exhibit A. This document in its draft form contains standard clauses commonly used in master use license agreements, as well as optional language to allow for customization to ensure the specific terms of the parties' agreement are addressed. MASTER USE AGREEMENT This Master Use Agreement (“Agreement”) is made and entered into this ___ day of ______, 20__ [Instruction: Insert Date] (the “Effective Date”), by and between __________________ [Instruction: Insert Name of Record Company], _________________________ [Instruction: Insert Address] (the Licensor”), and _____________________ [Instruction: Insert Name of Production Company], ______________________ [Instruction: Insert Address] (the “Licensee”). WHEREAS, Licensor owns and/or controls certain master recording(s), as set forth in Exhibit "A" attached hereto and incorporated by this reference (the “Master(s)”); WHEREAS, Licensee desires to include the Masters(s) in the project tentatively entitled “___________________________” [Instruction: Insert Project Title] (the “Project”); NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged by each party hereto, it is agreed as follows: 1. GRANT OF LICENSE Licensor hereby grants to Licensee the non-exclusive right to synchronize, reproduce, sell, exhibit, perform, use and otherwise exploit the Master(s) as set forth in Exhibit “A” hereto. Licensor hereby waives the "moral rights" of authors, as said term is commonly understood throughout the world. All rights not expressly granted herein are reserved by Licensor, including, without limitation, the right to use the Master(s) on audio-only records. 2. COMPENSATION Provided Licensor fully performs all material obligations under this Agreement, and in full consideration of all rights granted herein, Licensee shall pay or cause to be paid to Licensor, the sum of _______________ Dollars ($_______) [Instruction: Insert Fee Amount] as compensation, which sum shall be payable upon the later of execution hereof and initial exploitation pursuant hereto. This compensation shall constitute payment in full to Licensor, and to all persons or entities deriving or claiming rights through Licensor. [Note: in the event that an option is needed for certain rights, option compensation provisions can be included in the grant of rights section in Exhibit “A”] 3. CREDIT Licensor understands and agrees that the Master(s) may or may not be used in the final version of the Project. If the Master(s) are contained in the final version of the Project, Licensor shall be entitled to screen credit. The type, size, shape, color, placement, duration and all other characteristics the credit shall be at Licensee’s sole and absolute discretion. Without limiting the generality of the foregoing, such credit may adjacent to credits relating to other master recordings included in the Project. 4. REPRESENTATIONS,WARRANTIES, INDEMNIFICATION A. Licensor represents and warrants to Licensee that: i. Licensor owns and controls one hundred percent (100%) of all copyrights in and to the Master(s) throughout the universe; ii. Neither the Master(s) nor anything contained in the Master(s) hereunder 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 herein. 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(s) 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. C. Licensee shall indemnify, defend and hold Licensor harmless of and from any and all liability, loss, damage, claim or expense (including, but not limited to, reasonable attorneys' fees and court costs) arising from or related to the Project, provided said claim is not specifically related to the Master(s). 5. LIMITATION OF REMEDIES 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 Project. 6. 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 days after receipt of such notice (fifteen (15) days with respect to non-payment). B. All notices that either party hereto is required or may desire to give to the other shall be given in writing by addressing the same to the other at the addresses mentioned above, or at such other address as may be designated, in writing, by any such party in a notice to the other. Notices © Docstoc®, Inc. 2011 – All Rights Reserved shall be by either personal delivery, facsimile, courier, or by first class registered mail, return receipt requested, postage prepaid, deposited in the United States Mail. C. This Agreement shall be interpreted in accordance with the laws of the State of __________________ [Instruction: Insert State], applicable to agreements to be wholly performed within said State, with jurisdiction and venue exclusive to the Federal and/or State courts located in the County of _____________ [Instruction: Insert County], State of __________________ [Instruction: Insert State]. D. 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. E. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous agreements. Nothing herein contained shall be binding upon the parties until this Agreement has been executed by an officer of each party. This Agreement may not be canceled, modified, amended, waived, or supplemented except in an instrument in writing signed by both parties. F. If any part of this Agreement shall be declared invalid or unenforceable by court of competent jurisdiction it shall not affect the validity of the balance of this Agreement. © Docstoc®, Inc. 2011 – All Rights Reserved IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and date first above written. LICENSEE: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] LICENSOR: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] SSN or FED ID: ___________________________ [Instruction: Insert Social Security Number or Taxpayer ID] © Docstoc®, Inc. 2011 – All Rights Reserved Exhibit “A” MASTER ARTIST __________________[Instruction: _____________________________________[Instruction: Insert Master Title] Insert Artist Name] TERM: _______________________ [Comment and Instruction: Insert Term. This may be perpetuity (i.e. forever), but that often requires a higher fee. If financing is low, a lesser term may be negotiated (example: seven (7) years), with an option to extend the term upon payment of a later additional fee] TERRITORY: ___________________ [Comment and Instruction: Insert Territory. This may be worldwide, but that often requires a higher fee. If financing is low, a lesser territory may be negotiated (example: United States), with an option to extend the territory upon payment of a later additional fee] TYPE OF USE: __________________ [Comment and Instruction: Insert Type of Use. This describes in what way the Master is being used in the Project. This may be: background vocal, background instrumental, visual vocal, source, main credit, end credit, or others.] RIGHTS GRANTED: The non-exclusive right to use, synchronize and record the Master(s) in the Project in _________________________ [Comment and Instruction: Insert Rights Granted. The most broad grant of rights is all media. Accordingly it requires a higher fee. All media language would be as follows: all media now known or hereafter devised, provided that the Composition is presented in the Project shown substantially in its entirety. NOTE: even if all media rights are obtained, you should still list the rights needed (see below), better over-cautious than sorry. The best way to do this would be to say “including, but not limited to”, and then specifically mentioning the rights listed below that are actually needed. If financing is low, instead of granting all media rights, lesser rights may be negotiated. The rights that are actually needed are the only rights that are granted. Options can be inserted in this section, to extend the grant of rights upon payment of a later additional fee. Following are examples of some of the various types of rights that may be granted in such a license. film festivals, mainstream theatrical release, free TV, pay TV, basic cable TV, HD TV, hotel-motel exhibitions, closed-circuit TV, subscription TV, “pay per view” TV, broadcast on demand TV, video on demand TV, all forms of "free" © Docstoc®, Inc. 2011 – All Rights Reserved "pay" and "cable" TV, educational and any and all other non-theatrical purposes, videocassettes, videotapes, DVDs, blu-ray, videodiscs (in all formats), downloadable files, streamed files, limited download files, radio spots, in-context trailers (need to specify what medians), out-of-context trailers (need to specify what medians), clips, flashbacks, sequels, prequels, spinoffs, remakes, featurettes, promotion, publicity, advertising] © Docstoc®, Inc. 2011 – All Rights Reserved
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