Legal Remix Agreement

LEGAL REMIX AGREEMENT

This Legal Remix Agreement (the Agreement) is entered into as of by and between Licensor: (referred to herein as "Licensor") and Remixer: (referred to herein as "Remixer"). Licensor and Remixer are each a Party and collectively the Parties.

RECITALS

WHEREAS, Licensor is the owner of the musical composition and master recording entitled "" (Original Work), and controls the rights necessary for the creation of derivative works and remixes; and

WHEREAS, Remixer desires to create, exploit and distribute a derivative remix of the Original Work incorporating new musical elements, arrangement and production (Remix) as more fully described in this Agreement; and

WHEREAS, Licensor is willing to grant Remixer certain rights to create and exploit the Remix on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants 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 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Remixer a non-exclusive exclusive license to create, reproduce, distribute, perform, and otherwise exploit the Remix throughout the world in all media now known or hereafter devised for a term described in Section 6.

1.2 Scope. The license includes the right to incorporate new musical and lyrical material, to alter the arrangement and production, and to authorize sublicenses to third parties consistent with the license type selected in Section 1.1. The license does not include any rights to exploit the Original Work separately from the Remix except as expressly set forth herein.

2. CONSIDERATION

2.1 Payment. As full consideration for the rights granted herein, Remixer shall pay Licensor either a one-time flat fee in the amount of $ (Flat Fee) or ongoing royalties equal to of net receipts from exploitation of the Remix (Royalties) . The Parties shall indicate the selected method by checking the applicable box.

2.2 Payment Terms. Payments shall be made within thirty (30) days after the end of each calendar quarter for royalties and within thirty (30) days of invoice for Flat Fee. All payments shall be accompanied by reasonably detailed statements of account and shall be made to the payee designated in Section 9 (Notices).

3. CREDIT; MORAL RIGHTS

3.1 Credit. Remixer shall credit Licensor in reasonable prominence as follows: "" on all commercial releases, promotional materials and metadata where artist credits customarily appear.

3.2 Moral Rights. Licensor hereby waives and agrees not to assert any moral rights in the Remix to the extent permitted by applicable law. To the extent any moral rights cannot be waived, Licensor grants Remixer an irrevocable, non-exclusive license to use, modify and exploit the Original Work within the Remix.

4. OWNERSHIP

4.1 Licensor Ownership. Licensor represents and warrants that Licensor owns or controls all rights in the Original Work necessary to grant the rights herein and that no third-party consents are required except as disclosed in writing to Remixer.

4.2 Remixer Contributions. Except as expressly set forth herein, any new contributions, performances, recordings and productions created by Remixer for the Remix shall be owned by Remixer, subject to the license back to Licensor only as expressly set forth.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement, that its execution and performance hereunder will not violate any agreement with any third party, and that the person signing below is duly authorized to bind such Party.

5.2 Licensor further represents that to the best of Licensor's knowledge the Original Work is not subject to any outstanding obligations that would impair the rights granted hereunder, and that no claim of infringement, misappropriation or other violation of third-party rights is pending with respect to the Original Work.

6. INDEMNIFICATION

Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the indemnifying Party's representations, warranties or obligations under this Agreement or any claim that the Indemnifying Party's materials infringe or misappropriate any third-party rights.

7. TERM AND TERMINATION

7.1 Term. The license granted hereunder shall commence on the Effective Date and shall continue for a period of years unless earlier terminated as provided herein.

7.2 Termination for Breach. Either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within the notice period. Termination shall not relieve either Party of obligations accrued prior to termination.

8. CONFIDENTIALITY

Each Party shall keep confidential and not disclose any non-public business or technical information of the other Party received in connection with this Agreement, except such information that is or becomes publicly known through no wrongful act of the receiving Party or is required to be disclosed by law.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid, to the addresses set forth above or such other address as either Party designates by notice in accordance with this Section.

10. ASSIGNMENT

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

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties agree that the state and federal courts located in the county of the Licensor's principal place of business shall have exclusive jurisdiction over any dispute arising out of or related to this Agreement.

12. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Agreement, including all exhibits and schedules 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. Any amendment to this Agreement must be in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the Parties shall negotiate in good faith a substitute valid provision that comes closest to the Parties' original intent.

14. 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 delivered by electronic means shall be deemed original signatures for all purposes.

15. DELIVERY AND MASTERING

15.1 Delivery. Remixer shall deliver final mixed and mastered files of the Remix in industry standard formats to Licensor by no later than , unless otherwise agreed in writing.

16. MISCELLANEOUS

16.1 Relationship of Parties. The Parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment or agency relationship between them.

16.2 Further Assurances. Each Party agrees to execute and deliver such further instruments and perform such further acts as may be reasonably necessary to effectuate the purposes of this Agreement.

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