Musical Content License Agreement - Master Recording

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Musical Content License Agreement - Master Recording Powered By Docstoc
					Master Recording License
Agreement
This Master Recording Agreement is between a party that owns musical content (the
“Licensor”) and a party that wants to obtain a license to use the musical content (the
“Licensee”). It is vital to use a written contract for license agreements to ensure that the
understandings of both parties are properly set forth. Customize the information of the
parties, the name and nature of the musical composition, the license fee, and more.
This agreement can be used by individuals or small businesses that want to grant or
obtain a license to use musical content.
MUSICAL CONTENT LICENSE AGREEMENT - MASTER RECORDING

THIS MUSICAL CONTENT LICENSE AGREEMENT (hereinafter referred to as the
“Agreement”) is made and entered into as of __________________, [Instructions: Insert the
date of this agreement] by and between ________________________ [Instructions: Insert the
name of the party that owns the musical content, or the “Licensor”] (hereinafter referred to
as the “Licensor”), of _________________________________ [Instructions: Insert the
Licensor’s address] and ________________________ [Instructions: Insert the name of the
party that is obtaining the license, or the “Licensee”] (hereinafter referred to as the
“Licensee”), of _________________________________. [Instructions: Insert the Licensee’s
address]

WHEREAS, Licensor owns and/or controls the master recording set forth in “Exhibit A”
attached hereto and incorporated by this reference (hereinafter referred to as the “Master”);

WHEREAS, Licensee desires to license the use of the Master for use in the project tentatively
entitled “_____________________” [Instructions: Insert the Project’s name] (the “Project”);
and subject to the terms and condition contained herein, Licensee desires to grant such license.

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 AND RESERVATION OF RIGHTS

         a.      Licensor hereby grants to Licensee a nonexclusive license to include the Master in
the Project as set forth in “Exhibit A”. The parties acknowledge and agree that the foregoing
grant does not, without the prior written consent of Licensor, which consent may be given or
withheld in Licensor’s sole and absolute discretion, authorize or permit Licensee to: (i) alter the
fundamental character of the Master (including, but not limited to, remixing the Master); (ii) use
the title or any subtitle of the Master as the title of the Project; (iv) use of the Master in a manner
that is critical of Licensor, the Master and/or the Artist or portrays Licensor, the Master and/or
the Artist in a derogatory manner or negative light.

        b.      Licensee acknowledges and agrees that Licensor shall retain all ownership rights,
copyrights and other rights to the Master during the term of the Agreement and thereafter.
Licensor shall have the right to retain all original stems, recordings, computer files and/or other
depictions of the Master and shall have the right, in Licensor’s sole discretion, to sell, exploit,
market or otherwise use the Master in any manner whatsoever during the Term of the Agreement
and thereafter.

       c.      Without limiting any of Licensor’s other remedies, whether in law or equity,
Licensee acknowledges and agrees that Licensor shall have the right to injunctive relief, to
prevent and/or cure a breach or threatened breach of this Agreement by Licensee.

2.       COMPENSATION




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Provided Licensor fully performs all material obligations under this Agreement, and in full
consideration of all rights granted herein, Licensee shall pay or cause Licensor to be paid the
amounts set forth in “Exhibit A”, which 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.

3.       CREDIT AND COPYRIGHT NOTICE

Licensor understands and agrees that the Master may or may not be used in the final version of
the Project. If the Master is 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 of the credit shall be consistent with the customs of the entertainment industry for
the type of use and may be shared with and/or adjacent to credits relating to other masters.
Licensee represents and warrants that in the event that the Project uses the Master, the Project
will have the notice required for copyright protection of the Master under the United States
Copyright Act and in accordance with the requirements of the Universal Copyright Convention.

4.       REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

        a.     Licensor represents and warrants to Licensee that: (i) Licensor owns and controls
one hundred percent (100%) of all rights, titles and interests (including but not limited to all
copyright) in and to the Master throughout the universe; (ii) Licensor has the exclusive,
unconditional right to enter into this Agreement, to convey the Master to Licensee, and grant
the rights granted herein; (iii) the Master does not and will not infringe upon or violate any
copyright of, or infringe upon or violate the right of privacy or any other right of any third party;
and (iv) Licensor has no knowledge of any claim or potential claim by any party which might in
any way affect Licensee’s rights herein.

       b.      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.

5.       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
________________________ [Instructions: Insert the length of time a party has to cure a
breach under this agreement. e.g. “30 days”] after receipt of such notice.



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        b.      All notices, statements and/or requests for approvals (“Notices”) that either party
hereto is required or may desire to give to the other party shall be given in writing by addressing
the same to the other party at the addresses set forth above, or at such other address as may be
designated in a notice to the other party. Notices shall be made by personal delivery, courier, or
by certified U.S. mail, return receipt requested, postage prepaid. Notice shall be deemed given
on the date of delivery to the other party.

       c.     This Agreement constitutes the entire agreement between the parties hereto with
respect to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof.

       d.       In the event that any provision or part of this Agreement shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and
remain in full force and effect.

       e.      Any and all additions, deletions, or modification to this Agreement must be in
writing and signed by the parties or it shall have no effect and shall be void.

        f.      This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Notwithstanding the foregoing, neither
party may assign or transfer its rights or delegate its obligations under this Agreement without
the other party's prior written consent, which consent will not be unreasonably withheld.

         g.    This Agreement shall be governed in accordance with the laws of the State of
___________________ [Instructions: Insert the state’s laws that will govern the terms of
this agreement] applicable to agreements to be wholly performed therein, without giving effect
to its laws governing conflict of laws.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.

LICENSOR:                                                        LICENSEE:
__________ [Instructions: Insert Name]                           __________ [Instructions: Insert Name]



__________________________                                       __________________________
Authorized Signatory                                             Authorized Signatory




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                                                    EXHIBIT A

1.       Project.

Project                                  Description
“__________” [Instructions:              __________ [Instructions: Describe the Project]
Insert Project title]


2.       Master.

Master                                   Artist                           Start Time in   End Time in
                                                                          Project         Project
“__________” [Instruction:               __________ [Instruction:         __________      __________
Insert Master Title]                     Insert Artist Name]              Instruction:    Instruction:
                                                                          Insert Start    Insert End
                                                                          Time]           Time]

3.       Term. __________ [Instructions: Insert length of time that Master can be used]

4.       Territory. __________ [Instructions: Insert where Master can be used]

5.       Fee. $__________ [Instructions: Insert the amount of the fee]

6.      Rights Granted. The non-exclusive right to use, synchronize and record the Master in
the Project in __________ [Comment and Instructions: Insert Rights Granted

The broadest 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.

If financing is low, instead of granting all media rights, lesser rights may be negotiated.
Following are examples of some of the various types of rights that may be granted in such a
license. Of the following, choose only the rights needed for the Project:

         film festivals, mainstream theatrical release, free TV, pay TV, basic cable
         TV, hotel-motel exhibitions, closed-circuit TV, “pay per view” TV, broadcast
         on demand TV, video on demand TV, all forms of "free" "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, in-context trailers,
         out-of-context trailers, clips, flashbacks, sequels, prequels, spinoffs, remakes,
         featurettes, promotion, publicity, advertising, etc…]




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DOCUMENT INFO
Description: This Master Recording Agreement is between a party that owns musical content (the “Licensor”) and a party that wants to obtain a license to use the musical content (the “Licensee”). It is vital to use a written contract for license agreements to ensure that the understandings of both parties are properly set forth. Customize the information of the parties, the name and nature of the musical composition, the license fee, and more. This agreement can be used by individuals or small businesses that want to grant or obtain a license to use musical content.