Master Use Agreement


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									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

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:


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.


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”]


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.


    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).


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.


    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

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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.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and
date first above written.


________________________________ [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]
SSN or FED ID: ___________________________ [Instruction: Insert Social Security
Number or Taxpayer ID]

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                                              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

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

        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"

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        "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]

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