Independent Label License Agreement

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									An Independent Label License Agreement is an agreement between a musical artist
and a company whereby the artist grants an exclusive right to the company to a
recording for the purposes of commercial distribution. 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. Use this agreement when a
music artist grants a company an exclusive right to the commercial distribution of the
artist's work.
            INDEPENDENT LABEL LICENSE AGREEMENT
       THIS INDEPENDENT LABEL LICENSE AGREEMENT (the “Agreement”) made
this _____ day of _______________, 201_____, by and between ______________________
(hereinafter, the “Company”) and _____________________, [LEGAL NAME OF ARTIST]
otherwise known as ____________________ [GROUP, OR STAGE OR PERFORMING
NAME, IF DIFFERENT FROM LEGAL NAME.] {Instruction, put "Not Applicable" in
last space, if Artist performs under his or her legal name.} (hereinafter, the “Artist”).

      WHEREAS the Company desires to license certain rights to a sound recording made by
the Artist and entitled __________________ (the “Recording”) [PROVIDE EXACT AND
FULL NAME OF THE SONG OR RECORD OR PERFORMANCE];

      AND WHEREAS the Artist desires to grant certain license rights to the Company in
respect of the Recording.

       NOW THEREFORE the Artist and the Company hereby acknowledge and agree as
follows:

1.00   GRANT OF RIGHTS TO THE COMPANY

1.01 The Artist hereby agrees to grant to the Company the rights to the Recording for the
purposes of releasing the Recording in commercial form.

1.02 The Artist hereby grants to the Company the exclusive license of all rights in and to the
Recording for a period of _______ (___) years from the date the Company receives the finished
Recording from the Artist (hereinafter, the “Licensing Period”). The Company acknowledges
and agrees that upon the expiration of the Licensing Period, all of the rights, title and interest in
and to the Recording granted by the Artist to the Company pursuant to the terms of this
Agreement shall revert back to the Artist.

1.03 The Artist hereby further grants to the Company the exclusive right to manufacture and
reproduce the Recording, the exclusive right to sell, transfer, release, rent or otherwise dispose of
the Recording as the Company may in its sole discretion determine and the exclusive right to edit
the Recording so that the Recording may conform to any and all commercial requirements.

1.04 The foregoing exclusive rights granted to the Company by the Artist shall be limited to
____________________.
{Instruction: If parties desire, Company's otherwise complete rights may be limited. If
Company's rights are to be limited, provide details of this limitation(s) here. TIP: Be as
specific as possible, as many contractual disagreements revolve around misunderstandings
relating to what limits are or are not imposed against one side or another.}

1.05 The Artist hereby acknowledges and agrees that the Company shall have the right to
reproduce or display the Artist’s name, likeness or pictures for the purpose of advertising and
© Copyright 2011 Docstoc Inc.                                                              2
promoting the Recording. The Artist hereby agrees that he/she shall make themselves available
to the Company at a mutually agreed-upon time or times for the purposes of promoting the
Recording, including, but not limited to, photography shoots or public appearances. The
Company hereby agrees that it shall reimburse any and all costs incurred by the Artist incurred,
at the request of Company, for the purposes of promoting the Recording.




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2.00   DELIVERY OF RECORDING

2.01 The Artist and the Company hereby agree that the Artist shall deliver the completed
Recording, in its final form to the Company within _________ (___) months of the execution of
this Agreement.

2.02 The Artist hereby acknowledges and agrees that the Company shall not be held liable for
responsible for the costs associated with the production of the Recording. All costs associated
with the production of the Recording shall be the sole responsibility of the Artist.

3.00   ROYALTIES

3.01 The Company and the Artist hereby agree that the Company shall pay to the Artist
royalties (“Royalties”) in respect of the Company’s sales for the Recording. Royalties shall be
paid to the Artist in the amount of ________ (___%) percent of the suggested retail list
price/wholesale price. {Instruction: Delete or cross out the term that does NOT apply, between
'retail' or "wholesale."}

3.02 The Company and the Artist hereby agree that in the event that the Company releases any
singles of the Recording, the Company agrees to pay to the Artist _______ (___%) percent of the
suggested retail list price/wholesale price. {Same instruction as above, in 3.01}

3.03 In the event a song of the Artist’s is used from the Recording for the purposes of a
compilation, the Company shall pay to the Artist Royalties which shall be pro-rated.

3.04 The Company hereby acknowledges and agrees that it shall pay any and all Royalties due
and owing to the Artist within ______ (___) days after the end of ________________.
{Instruction: Provide a time period. This can be "each month" or "every 2 (or 3, or other
number) months, starting with the month of [pick a month]," or "each calendar year," or, any
other period that is satisfactory to both parties.} The Company shall provide to the Artist its
internally prepared statements of the sales of the Recording during such month/time period.


3.05 The Company hereby agrees that in the event the Company fails to pay the Royalties due
and owing to the Artist within the time frame set out in Section 3.04, the Company shall pay
interest on the Royalties due and owing to the Artist at the rate of _______ (___%) percent.
Payment of such interest will not waive Artist's right to any additional remedies that may be
available to him or her.

3.06 The Company hereby agrees that it shall at all time keep accurate and up-to-date books
and recording relating to all of the transactions contemplated herein. The Artist or his/her
authorized representative shall have the right to review the Company’s books and records, by
providing ______ (__) days' written notice of his/her intent to do so to the Company. Company
also agrees to keep these records complete and secure for an additional period of _____ years
following the voluntary or involuntary termination of this agreement. Company agrees to
provide, upon written request by Artist or Artist's representative, complete copies of all such

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records, with the actual costs of producing these copies to be paid by the Artist. Company agrees
to keep Artists informed as to the location where these records are, or will be, maintained and/or
stored.

4.00   RELEASE OF RECORDING

4.01 The Company and the Artist hereby agree that the Company shall commercially release
the Recording within ______ (___) months of the Company’s receipt of same. In the event the
Company fails to commercial release the Recording within the time frame specified herein, the
Artist shall have the right to terminate this Agreement and any and all rights granted by the Artist
to the Company in respect of the Recording shall revert back to the Artist.




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5.00   ARTWORK

5.01 The Artist shall deliver to the Company prior to the commercial releasing of the
Recording, the artwork which will be used for the Recording. The artwork delivered by the
Artist to the Company shall be in a form acceptable to the Company for reproduction purposes.
Any and all expenses related to the creation of the artwork for the Recording shall be the sole
responsibility of the Artist.

6.00   REPRESENTATIONS AND WARRANTIES OF ARTIST

6.01   The Artist hereby represents and warrants to the Company as follows:

       (i)     that the Artist has the full power and authority to enter into this Agreement with
               the Company;

       (ii)    that the Artist is the owner of the Recording and has all copyright interest in and
               to the Recording;

       (iii)   that the Recording is an original work of the Artist, save and except for any
               material contained in the Recording that is in the public domain;

       (iv)    that the Recording shall not infringe on the rights of any third parties;

       (v)     that the Recording does not and will not contain any libelous material;

       (vi)    that the Recording does not and will not infringe on any trade name, trademark or
               copyright; and

       (vii)   that the Recording does not violate the rights or privacy of any third party and
               does not violate any common law or other statutory right.

7.00 INDEMNIFICATION

7.00 The Artist hereby agrees to indemnify and save the Company harmless from any claims
and/or damages which may arise out of a breach of any of the Artist’s representations and
warranties contained in Section 6.00 hereof. The Artist shall notify the Company within a
reasonable period of time, in the event the Artist receives a notice of any infringement from any
third party.




© Copyright 2011 Docstoc Inc.                                                              6
8.00 TERMINATION

8.01 The Company and the Artist hereby acknowledge and agree that the Artist shall have the
right to terminate this Agreement at any time in the event the Company fails to pay to the Artist
the Royalties. In the event this Agreement is terminated by reason of the Company failing to
pay to the Artist the Royalties, all rights granted under this Agreement to the Company shall
immediately revert to the Artist and the Company shall have no further rights in respect to the
Artist or the Recording.

8.02 If this Agreement is terminated for a reason other than Company's failure to pay the
Royalties, such termination shall not terminate the underlying license and copyrights granted to
the Company by the Artist or the Company's obligations to pay Royalties under this Agreement.

9.00 DISPUTE RESOLUTION

9.01 In the event a dispute arises under this Agreement, the Artist and the Company hereby
agree to attempt to resolve such dispute with a mutually agreed-upon mediator. Such mediation
shall occur in the City of ______________.[PROVIDE A CITY THAT IS ACCEPTABLE
TO BOTH PARTIES] Any costs and fees other than attorney fees shall be shared equally
between the Artist and the Company. If it proves impossible to arrive at a mutually satisfactory
solution, the Artist and the Company hereby agree to submit the dispute to binding arbitration in
the same city or region, conducted on a confidential basis pursuant to the laws of the governing
jurisdiction.

9.02 Any decision or award as a result of any such arbitration proceeding shall include the
assessment of costs, expenses and reasonable attorney's fees and shall include a written
determination of the arbitrators. Absent an agreement to the contrary, any such arbitration shall
be conducted by an arbitrator experienced in music industry law. An award of arbitration shall
be final and binding on the Artist and the Company and may be confirmed in a court of
competent jurisdiction. The prevailing party shall have the right to collect from the other party
its reasonable costs and attorney fees incurred in enforcing this Agreement.

10.00 GENERAL PROVISIONS

10.01 At no time or times shall the Artist be considered an employee or partner of the
Company.

10.02 This Agreement shall not be amended or altered without the prior written consent of the
Artist and the Company.

10.03 No waiver by the Artist or the Company of any right shall be construed as a waiver of
any other right.

10.04 In the event a court of competent jurisdiction finds any provision of this Agreement
invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to
effect the intent of the Artist and the Company.

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10.05 Any notices to be delivered pursuant to this Agreement shall be delivered to:

in the case of the Artist to:




       Fax: (___)

in the case of the Company to:




       Fax: (___)


10.06 This Agreement constitutes the entire agreement between the Artist and the Company and
supersedes all prior agreements whether oral or written.

10.07 This Agreement shall be governed by the laws of the Province/State of
_____________________.

10.08 Severability. If any provision or provisions of this Agreement are held invalid, illegal,
or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired.

       IN WITNESS WHEREOF the Company and the Artist have executed this Agreement on
the day and year first written above.


                                                    (COMPANY)
                                                    Per:



                                                    Name:
                                                    Title:
                                                    I have authority to bind the Company.




Witness as to Artist’s Signature                    ARTIST

© Copyright 2011 Docstoc Inc.                                                             8
© Copyright 2011 Docstoc Inc.   9

								
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