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:
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.
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.
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, reasona