VIEWS: 536 PAGES: 8 CATEGORY: Protecting Intellectual Property POSTED ON: 5/3/2010
This is an agreement for the use and dissemination of a musical composition between an owner of a musical composition and a producer of a television or film project. This particular agreement is highly detailed, providing for the duration of the composition, the type of use, and the compensation arrangement. These agreements can vastly differ from project to project, however this document can be customized to fit the unique needs of the contracting parties. This agreement should be used by the owner of a musical composition and a production company to enter into an agreement for the use of the composition in a television or film production.
This is an agreement for the use and dissemination of a musical composition between an owner of a musical composition and a producer of a television or film project. This particular agreement is highly detailed, providing for the duration of the composition, the type of use, and the compensation arrangement. These agreements can vastly differ from project to project, however this document can be customized to fit the unique needs of the contracting parties. This agreement should be used by the owner of a musical composition and a production company to enter into an agreement for the use of the composition in a television or film production. SYNCHRONIZATION LICENSE AGREEMENT This Synchronization License Agreement (the “Agreement”) is made and entered into as of ______________________ [Instruction: Insert Date] (the “Effective Date”), by and between ______________________ [Instruction: Insert Name of Publisher/Publishing Company/ Administrator] (the Licensor”), ________________________________________ [Instruction: Insert Address], on the one hand, and _____________________ [Instruction: Insert Name of Producer/Production Company] (the “Licensee”), _________________________________ [Instruction: Insert Address], on the other hand. WHEREAS, Licensor owns and/or controls certain musical composition(s), as set forth in Exhibit "A" attached hereto and incorporated by this reference (the “Composition(s)”); WHEREAS, Licensee desires to include the Composition(s) in the project tentatively entitled “___________________________” (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 Composition(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 Composition(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 Composition(s) may or may not be used in the final version of the Project. If the Composition(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 be shared with and/or adjacent to credits relating to other contributors to the recording(s) and/or the Composition(s). © Copyright 2011 Docstoc Inc. 2 4. PUBLIC PERFORMANCE A. With respect to any internet and/or television rights granted pursuant to Exhibit "A" herein, the Composition(s) may only be exhibited by internet or television distributors that have valid performance licenses from ASCAP, BMI, SESAC or other similar performing rights societies. [Comment and Instruction: Choose one. If the production company does not plan to pay public performance royalties on such uses, include this provision instead: With respect to any internet and/or television rights granted pursuant to Exhibit "A" herein, it is hereby acknowledged that the public performance rights for such use are licensed pursuant hereto and no additional license from ASCAP, BMI, SESAC or other similar performing right society shall be necessary.] B. Licensee agrees to furnish a final and accurate music cue sheet of the Project to Licensor, ASCAP and BMI within the later of thirty (30) days following the initial United States exploitation of the Project and execution hereof. 5. REPRESENTATIONS,WARRANTIES, INDEMNIFICATION AND LIMITATION OF REMEDIES A. Licensor warrants that: i. Licensor owns and controls one hundred percent (100%) of all copyrights in and to the Composition(s) throughout the universe; ii. Neither the Composition(s) nor anything contained in the Composition hereunder will not 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 Composition(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. Without limiting any right or remedy otherwise available to Licensee, in the event of any such claim, Licensee shall have the right to withhold from any monies payable hereunder an amount reasonably related to such claim, including but not limited to anticipated legal fees and costs. C. 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 © Copyright 2011 Docstoc Inc. 3 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, statements and/or requests for approvals ("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 shall be by either personal delivery, courier, or by first class registered mail, return receipt requested, postage prepaid, deposited in the United States Mail. Said notice shall be deemed served and received on the date executed on a receipt of acceptance or if by personal delivery, upon physical delivery of the same. 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 exclusive to the Federal and State courts located in the County of _____________ [Instruction: Insert County]. 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. \ \ \ \ \ \ © Copyright 2011 Docstoc Inc. 4 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 ] © Copyright 2011 Docstoc Inc. 5 Exhibit “A” COMPOSITION WRITER(S) __________________[Instruction: _____________________________________[Instruction: Insert Composition Title] Insert All writer names] 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 Composition 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 Composition(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. © Copyright 2011 Docstoc Inc. 6 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" "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] © Copyright 2011 Docstoc Inc. 7
"Film Synchronization Agreement"