Legal Master and Sync Request

LEGAL MASTER AND SYNC REQUEST

This Legal Master and Sync Request (the Request) is made as of Effective Date: by and between Rights Holder: with address at (Licensor), and Requesting Party: with address at (Licensee). Licensor and Licensee are collectively the Parties.

RECITALS

WHEREAS, Licensor owns or controls the sound recording master identified as Title: , Artist: , and ISRC/Identifier: (the Master);

WHEREAS, Licensee seeks a license to synchronize the Master with audiovisual content described as Project Title: , to be used in Media: ; and

WHEREAS, the Parties desire to set forth the requested rights, compensation, warranties and other terms governing the grant of Master and synchronization rights.

NOW THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Request: "Master" means the specific sound recording identified above; "Sync Rights" means the right to synchronize the Master with the audiovisual Project; "Territory" means the geographic area specified in Section 4; "Term" means the period specified in Section 4; "Net Receipts" means gross amounts actually received by Licensor under this Request less customary and documented third-party pass-through deductions expressly approved in writing.

2. GRANT

Subject to the terms and conditions of this Request and payment of the fee set forth in Section 5, Licensor hereby grants to Licensee a limited, Exclusive Non-exclusive right and license to use the Master synchronized with the Project in the Territory during the Term and in the Media expressly described in this Request. Any use not expressly granted herein requires additional written authorization from Licensor.

3. SCOPE OF USE

Licensee shall use the Master only as follows: Purpose and Context: ; Maximum Duration per Use: ; Edits, mixes or changes to the Master are permitted only with prior written approval from Licensor.

4. TERM AND TERRITORY

Territory: . Term Commencement Date: . Term Expiration Date or Duration: .

5. COMPENSATION; PAYMENT TERMS

License Fee: Licensee shall pay Licensor a one-time fee of $ plus any applicable royalties as negotiated. Payment due within days of invoice.

Additional Consideration: If the Project generates ancillary revenue tied directly to the licensed use, Parties shall document any additional compensation separately.

6. CLEARANCES, WARRANTIES AND REPRESENTATIONS

Licensor represents and warrants that (a) it has the full right, power and authority to grant the rights granted herein; (b) to Licensor's knowledge, use of the Master as licensed will not infringe the rights of any third party; and (c) there are no outstanding agreements that would materially impair Licensee's rights hereunder. Licensor will promptly notify Licensee in writing of any claim or proceeding known to Licensor that may affect Licensee's rights.

Licensee represents and warrants that it will use the Master only as permitted and will obtain any additional clearances (including writer/publisher or performer consents) if required for the intended use. Licensee shall not use the Master in a manner that disparages Licensor or the Master.

7. INDEMNIFICATION

Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any third-party claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of its representations, warranties or obligations under this Request, except to the extent caused by the Indemnified Party's gross negligence or willful misconduct.

8. CONFIDENTIALITY

The Parties agree that non-public commercial terms and any proprietary materials exchanged under this Request are confidential and shall not be disclosed except to advisors or as required by law. Confidential information does not include information already in the public domain or independently developed without use of the other Party's confidential information.

9. CREDIT AND MARKETING

If Licensee elects to include credits, Licensee shall provide Licensor with reasonable credit in the Project's end titles or metadata as: . Any promotional use of Licensor's name or marks requires Licensor's prior written approval.

10. NOTICES

Notices under this Request shall be sent to the addresses set forth above or to alternate notice addresses provided in writing. Notice shall be deemed given when delivered in person, by nationally recognized courier, or by certified mail, return receipt requested.

11. GOVERNING LAW

This Request shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for disputes shall lie in the federal or state courts located in the agreed jurisdiction.

12. ENTIRE AGREEMENT

This Request, together with any written schedules or attachments signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, agreements and understandings.

13. SEVERABILITY

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

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Request may be amended only by a written instrument signed by both Parties. No waiver of any term shall be effective unless in writing. This Request 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.

15. ADDITIONAL TERMS

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