Audio Rights Agreement

AUDIO RIGHTS AGREEMENT

This Audio Rights Agreement (the "Agreement") is made as of Effective Date: by and between Licensor Name: whose principal place of business is Licensor Address: and Licensee Name: whose principal place of business is Licensee Address: .

RECITALS

WHEREAS, Licensor is the sole legal and beneficial owner (or authorized representative) of certain audio recordings and related master files, metadata and associated materials described in Schedule A attached hereto (the "Materials"); and

WHEREAS, Licensee desires to obtain from Licensor certain rights to use, reproduce, distribute, perform and exploit the Materials in the media, territories and for the purposes set forth herein, and Licensor is willing to grant such rights under the terms and conditions of this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the entire agreement and understanding between them with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF RIGHTS

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a (select one or both as applicable) Exclusive Non-Exclusive license to reproduce, distribute, publicly perform, stream, synchronize and otherwise exploit the Materials in the Territory and for the Uses described below, subject to the limitations set forth in this Agreement.

1.2 Uses. Permitted Uses: . Any use not expressly granted is reserved to Licensor.

1.3 Territory. The rights granted hereunder are limited to the following territory: .

2. TERM

2.1 Term. This Agreement commences on Commencement Date: and shall continue in full force for Term: unless earlier terminated in accordance with Section 9.

3. CONSIDERATION

3.1 License Fee. In consideration for the rights granted herein, Licensee will pay Licensor a fee as follows: Amount: $ payable according to the Payment Schedule described below.

4. DELIVERY; MATERIALS

4.1 Delivery. Licensor shall deliver to Licensee within Delivery Period: the master audio files, stems, metadata and any accompanying documentation necessary for Licensee's exploitation of the Materials.

5. OWNERSHIP; COPYRIGHT

5.1 Ownership. Licensor represents and warrants that Licensor is the owner or authorized licensor of the rights in the Materials and that Licensor retains all right, title and interest in and to the underlying copyrights except for the license expressly granted herein. Licensee acknowledges Licensor's ownership and agrees not to contest such ownership.

5.2 Copyright Registration. Where applicable, Licensor shall disclose registration details or provide copies of registration if reasonably requested by Licensee to secure distribution rights.

6. ARTIST CREDITS; MORAL RIGHTS

6.1 Credits. Licensee shall provide the following credit in connection with public distribution and exploitation of the Materials: .

6.2 Moral Rights. Licensor represents that it has the authority to waive moral rights to the extent necessary for Licensee's permitted uses. Where moral rights cannot be waived, Licensee shall not intentionally derogate the Materials or the artist's reputation.

7. REPRESENTATIONS AND WARRANTIES

7.1 Licensor Representations. Licensor represents and warrants that: (a) it has full right, power and authority to enter into this Agreement and grant the rights herein; (b) the Materials do not infringe upon the rights of any third party; (c) there are no outstanding licenses, liens, encumbrances or agreements that would materially impair the rights granted to Licensee under this Agreement.

7.2 Licensee Representations. Licensee represents that it has the corporate authority to enter into this Agreement and will not use the Materials in any manner that violates applicable law or third-party rights.

8. INDEMNIFICATION; LIABILITY

8.1 Indemnification by Licensor. Licensor shall indemnify, defend and hold harmless Licensee and its affiliates and their officers, directors and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of any breach of Licensor's representations and warranties set forth in Section 7.

8.2 Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY OR INTENTIONAL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID OR PAYABLE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERMINATION

9.1 Termination for Material Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach.

9.2 Effect of Termination. Upon termination, Licensee shall cease all distribution and exploitation of the Materials except to the extent that continued exploitation is expressly permitted under a surviving clause. Termination shall not relieve Licensee of payment obligations accrued prior to termination or Licensor of obligations accrued prior to termination.

10. CONFIDENTIALITY

10.1 Confidential Information. Each party shall keep confidential and not disclose to any third party any non-public business or technical information disclosed by the other party that is identified as confidential or that a reasonable person would consider confidential under the circumstances, except as required by law.

11. NOTICES

Notices shall be given in writing to the addresses below and shall be effective upon personal delivery, one business day after delivery by overnight courier, or five business days after deposit in the U.S. mail by certified mail, return receipt requested.

12. AUDIT; RECORDS

12.1 Audit Rights. For purposes of verifying amounts payable under this Agreement, Licensee shall maintain complete records and books relating to exploitation of the Materials for a period of three (3) years. Licensor shall have the right, upon reasonable prior written notice, to audit such records during regular business hours no more than once per year.

13. PUBLICITY

13.1 Publicity. Neither party shall issue any public announcement concerning this Agreement without the prior written consent of the other party, except that Licensee may include the Materials in marketing and promotional materials that customarily disclose licensed content.

14. MISCELLANEOUS

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties: , without regard to its conflicts of law principles.

14.2 Entire Agreement. This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.3 Amendments; Waiver. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties. No failure or delay by either party to exercise any right shall operate as a waiver thereof.

14.4 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the remainder of the Agreement shall remain in full force and effect.

14.5 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger or sale of substantially all of its assets.

14.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

14.7 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration, including Sections 5, 7, 8, 9, 10, 12 and 14, shall survive any termination or expiration of this Agreement.

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

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