Legal Master Sync Agreement

LEGAL MASTER SYNC AGREEMENT

This Master Synchronization License Agreement (the "Agreement") is made as of by and between Licensor: with an address at , and Licensee: with an address at .

RECITALS

WHEREAS, Licensor is the owner or authorized licensor of certain musical compositions and/or master recordings identified in Exhibit A attached hereto and incorporated herein (the "Works") and possesses the rights necessary to grant synchronization and master use licenses for audiovisual exploitation;

WHEREAS, Licensee desires to obtain from Licensor, and Licensor desires to grant to Licensee, the right to synchronize and exploit the Works in audiovisual, advertising, promotional, and ancillary media on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend for this Agreement to serve as a master agreement governing individual licenses for specific uses, to be documented by written Work Orders or Statements of Use referencing this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Works" means the musical compositions and/or master recordings listed in Exhibit A; "Program" means any audiovisual production, advertisement, promotional piece, or other audiovisual content in or for which Licensee elects to synchronize a Work; "Territory" means the geographic area set forth in Section 4; "Term" means the period set forth in Section 5.

2. GRANT OF RIGHTS

2.1 License Grant. Subject to the terms and conditions of this Agreement and conditioned upon payment of the fees set forth in Section 6 and the issuance of a written Work Order, Licensor hereby grants to Licensee a non-exclusive/non-transferable (select below) Exclusivity: Non-Exclusive Exclusive license to synchronize the Works in a Program and to reproduce and distribute such synchronization as embodied in the Program in the Territory during the Term solely for the Uses specified in the applicable Work Order.

2.2 Scope. The license includes the right to use the synchronized portion of the Work within the Program, in previews, trailers, promotional materials and for archival and broadcast purposes as set forth in the Work Order. All rights not expressly granted are reserved by Licensor.

3. WORK ORDERS; DELIVERABLES

3.1 Work Orders. Each use of a Work shall be documented by a written Work Order or Statement of Use signed by authorized representatives of both Parties which shall describe the Program, the specific Works to be used, the Term, the Territory, the Fee, and any other material business terms. In the event of any conflict between a Work Order and this Agreement, the terms of this Agreement shall control unless the Agreement expressly states otherwise.

4. TERRITORY

The license granted herein is limited to the following territory: .

5. TERM

The Term of this Agreement shall commence on the Effective Date set forth above and continue until , unless earlier terminated in accordance with Section 13. Individual Work Orders may specify shorter Terms for particular uses, which shall govern those uses.

6. COMPENSATION; PAYMENT

6.1 Fees. In consideration for the rights granted herein and under each Work Order, Licensee shall pay Licensor the fees set forth in the applicable Work Order. The initial baseline sync fee for the Uses described in the first Work Order shall be $ plus any additional backend payments or royalties specified in the Work Order.

6.2 Payment Terms. All fees are due within days of Licensee's receipt of a properly issued invoice unless otherwise stated in the Work Order. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6.3 Accounting and Audit. Upon reasonable prior written notice, Licensor shall have the right, at Licensor's expense, to audit Licensee's records relating to fees payable under this Agreement no more than once per year. Any underpayment discovered by such audit shall be paid within thirty (30) days, together with interest as set forth above. If an underpayment exceeding five percent (5%) of the amounts due is found, Licensee shall reimburse Licensor's reasonable audit costs.

7. APPROVALS; EDITS

7.1 Approval Rights. Unless the applicable Work Order specifies otherwise, Licensor shall have the right to approve the manner in which a Work is used, such approval not to be unreasonably withheld, delayed or conditioned. Any approval request shall be accompanied by a reasonable description or cut of the Program.

7.2 Edits. Licensee may make edits, trims, and mixes of the Work as reasonably necessary for synchronization in the Program provided that such edits do not materially distort or derogate from the integrity of the Work or Licensor's reputation.

8. WARRANTIES; REPRESENTATIONS

Licensor represents and warrants that: (a) it is the sole or authorized licensor of the rights granted herein for the Uses specified in the Work Orders; (b) to Licensor's knowledge the exploitation of the Works as contemplated by this Agreement will not infringe or violate the rights of any third party; and (c) Licensor has full power and authority to enter into this Agreement. Licensee represents and warrants that it will use the Works only as permitted by this Agreement and any applicable Work Order and will comply with all applicable laws in connection with such use.

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other Party and its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or covenants made by the Indemnifying Party in this Agreement, or from the Indemnifying Party's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO LICENSOR UNDER THE APPLICABLE WORK ORDER WITHIN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Licensee shall maintain commercial general liability and media liability insurance in amounts customary for similar productions and shall provide evidence of such insurance to Licensor upon request. Such insurance shall name Licensor as an additional insured where applicable.

12. CREDIT

Where reasonably practicable, Licensee shall accord Licensor credit in the Program or in connection with the Program's marketing materials in substantially the form and placement agreed in writing by the Parties. The form and placement of credit shall be set forth in the applicable Work Order.

13. TERMINATION; EFFECT OF TERMINATION

13.1 Termination for Cause. Either Party may terminate this Agreement upon material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach.

13.2 Effect of Termination. Termination of this Agreement shall not affect the rights and obligations under any Work Order covering a Program already released or distributed prior to termination unless the Work Order provides otherwise. Upon termination, Licensee shall cease any further exploitation of the Works as required by Licensor and shall pay any amounts then due.

14. ASSIGNMENT

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Licensee may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided that the assignee assumes all obligations hereunder in writing.

15. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may specify by notice in accordance with this Section. Notices shall be deemed given upon personal delivery, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified or registered.

16. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Waiver of any breach shall not constitute waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the federal and state courts located in that state for any dispute arising hereunder.

18. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Work Orders and Exhibits signed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. MISCELLANEOUS

The Parties acknowledge that they have had the opportunity to consult legal counsel and that the provisions of this Agreement are the result of negotiated terms. Headings are for convenience only and shall not affect interpretation. All monetary amounts are in lawful currency of the United States unless otherwise specified.

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