Legal Anthem Agreement

LEGAL ANTHEM AGREEMENT

This Legal Anthem Agreement ("Agreement") is entered into as of Effective Date: by and between Rights Holder: (Entity Type: Individual Corporation LLC Other ), with principal place of business at ; and Licensee: (Entity Type: Individual Corporation LLC Other ), with principal place of business at .

RECITALS

WHEREAS, Rights Holder is the owner of certain musical composition and/or sound recording identified as Anthem Title: and associated lyrics and rights; and

WHEREAS, Licensee desires to obtain, and Rights Holder is willing to grant, a license to use the Anthem in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to define the scope, compensation, delivery, and other essential terms governing Licensee's authorized use of the Anthem.

NOW, THEREFORE

In consideration of the mutual covenants and promises herein contained, and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. GRANT OF RIGHTS

1.1 License. Subject to the terms and conditions of this Agreement, Rights Holder hereby grants to Licensee a Exclusive Non-exclusive license to reproduce, distribute, publicly perform, synchronize, transmit and otherwise exploit the Anthem in the Territory: for the Term described in Section 2.

1.2 Permitted Uses. The license expressly includes use in the following media and contexts: broadcast, streaming, advertising, promotional materials, live events, and synchronization with audiovisual works, subject to any restrictions set forth in this Agreement. Licensee shall not exploit the Anthem for uses beyond those expressly granted without Rights Holder's prior written consent.

2. TERM AND TERRITORY

2.1 Term. The license granted herein shall commence on Commencement Date: and continue until Expiration Date: unless earlier terminated in accordance with this Agreement.

2.2 Territory. The rights granted are limited to the Territory specified in Section 1.1. Licensee's exploitation of the Anthem outside the Territory shall constitute a material breach.

3. COMPENSATION AND PAYMENT

3.1 Fee. In consideration for the rights granted, Licensee shall pay Rights Holder a License Fee of payable in accordance with Section 3.2.

3.3 Late Payment. Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by applicable law.

4. DELIVERABLES; PRODUCTION

4.2 Credits. Licensee shall provide the following credit whenever the Anthem is used in public releases or materials:

5. WARRANTIES, REPRESENTATIONS AND COVENANTS

5.1 Rights Holder represents and warrants that (a) it is the sole and exclusive owner of the rights granted herein, or has obtained all necessary licenses and consents; (b) the Anthem does not infringe the rights of any third party; and (c) it has full authority to enter into and perform this Agreement. Rights Holder shall, at its expense, execute such documents as reasonably required to evidence the rights granted.

5.2 Licensee represents and warrants that it will use the Anthem only as permitted hereunder and will comply with applicable laws, and will not knowingly take any action that would impair Rights Holder's rights in the Anthem.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Indemnification by Rights Holder. Rights Holder shall indemnify, defend and hold Licensee harmless from and against any claim, loss, liability or expense arising out of a breach of Rights Holder's representations under Section 5.1, provided Licensee gives prompt written notice and cooperates in the defense.

6.2 Indemnification by Licensee. Licensee shall indemnify, defend and hold Rights Holder harmless from and against any claim, loss, liability or expense arising from Licensee's use of the Anthem in a manner inconsistent with this Agreement.

6.3 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or a party's indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the License Fee actually paid to Rights Holder under this Agreement.

7. CONFIDENTIALITY; PUBLICITY

7.1 Confidential Information. Each party shall maintain in confidence all non-public information designated as confidential by the disclosing party and shall not disclose such information except to employees, agents, or contractors who have a need to know and are bound to confidentiality obligations at least as protective as those herein.

7.2 Publicity. Neither party shall issue press releases or public announcements regarding this Agreement without the prior written consent of the other party, except that Licensee may include the Anthem and Rights Holder credit in materials as required by Section 4.2.

8. TERMINATION

8.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

8.2 Effect of Termination. Upon termination, Licensee shall immediately cease all uses of the Anthem not expressly permitted to survive termination. Termination shall not relieve Licensee of its obligation to pay amounts accrued prior to the effective date of termination.

9. ASSIGNMENT; SUBLICENSE

Licensee shall not assign, transfer, or sublicense its rights under this Agreement without the prior written consent of Rights Holder, which consent shall not be unreasonably withheld. Any permitted assignee shall assume all obligations of the assigning party under this Agreement.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as a party may designate by written notice:

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction specified here: without regard to conflict of law principles.

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral.

11.3 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver shall constitute a waiver of any other breach or right.

11.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

SIGNATURES

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