Legal Sound Recording Sync Agreement

LEGAL SOUND RECORDING SYNC AGREEMENT

This Sound Recording Synchronization License Agreement (the "Agreement") is entered into as of by and between Licensor Name: , having its principal place of business at Licensor Address: (hereinafter "Licensor"), and Licensee Name: , having its principal place of business at Licensee Address: (hereinafter "Licensee").

RECITALS

WHEREAS, Licensor is the exclusive owner of the sound recording entitled Title of Recording: (the "Master Recording"), including all rights in the master recording and the fixed performance embodied therein; and

WHEREAS, Licensee desires to obtain from Licensor a license to synchronize and incorporate the Master Recording in an audiovisual project described as Project Description: (the "Project") and to otherwise exploit the resulting audiovisual content as set forth herein; and

WHEREAS, Licensor is willing to grant such rights to Licensee, subject to the terms and conditions contained in this Agreement.

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

1. DEFINITIONS

1.1 "Master Recording" shall mean the recording identified in the recitals and any versions, edits or mixes derived therefrom that are provided by Licensor to Licensee pursuant to this Agreement.

1.2 "Synchronization" or "Sync" shall mean the use of the Master Recording in timed relation with visual images in the Project.

2. GRANT OF RIGHTS

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a exclusive non-exclusive right and license to synchronize, reproduce, distribute, publicly perform and otherwise exploit the Master Recording solely as incorporated in the Project and in promotional materials for the Project, throughout the Territory defined below, during the Term defined below.

2.2 The license granted herein is limited to the Master Recording and does not include any rights in underlying musical compositions. Licensee represents and warrants that Licensee will procure any necessary synchronization and mechanical licenses from the owners of the underlying compositions prior to commercial exploitation of the Project.

3. TERM AND TERRITORY

3.1 Term: The license granted herein shall commence on the Effective Date and shall continue for Term (years): unless earlier terminated in accordance with this Agreement.

3.2 Territory: The rights granted shall apply in the Territory: .

4. MEDIA, FORMATS AND USES

4.1 Permitted Media: Licensee may exploit the Project and the Master Recording embodied therein in the following media: .

4.2 Prohibited Uses: Licensee shall not use the Master Recording in any pornographic, defamatory, or unlawful manner or in any manner that would reasonably be expected to harm Licensor's reputation. Any use inconsistent with this Section 4.2 requires Licensor's prior written consent.

5. LICENSE FEE, PAYMENTS AND ACCOUNTING

5.1 License Fee: In consideration for the rights herein, Licensee shall pay Licensor a non-refundable license fee of Amount: $ payable as follows: .

5.2 Royalties: Except as expressly set forth in Section 5.1, no additional royalties are payable by Licensee to Licensor for the uses authorized herein unless otherwise agreed in writing.

6. DELIVERY OF MATERIALS; TECHNICAL REQUIREMENTS

6.1 Delivery: Licensor shall deliver to Licensee the final mix and a separate stems or alternates as reasonably requested, in format(s) agreed: within Delivery Deadline (days): of the Effective Date.

7. APPROVALS; EDITS

7.1 Approval Rights: Licensor shall have approval rights over any use of the Master Recording in the Project to the extent set forth here: . Approval shall not be unreasonably withheld or delayed.

7.2 Edits and Alternatives: Licensee may perform customary edits, fades, and time-adjustments. Any other material alterations to the Master Recording require Licensor's prior written consent.

8. WARRANTIES AND REPRESENTATIONS

8.1 Licensor represents and warrants that: (a) it is the sole and exclusive owner of all right, title and interest in and to the Master Recording; (b) it has full authority to grant the rights granted herein without violating the rights of any third party; and (c) there are no existing agreements, liens, encumbrances or claims that would impair Licensor's ability to grant the rights herein.

8.2 Licensee represents and warrants that it shall obtain all necessary rights and clearances for use of the underlying compositions and any third-party materials in the Project, and that Licensee's exploitation of the Project will comply with applicable law.

9. INDEMNIFICATION

9.1 Indemnity by Licensor: Licensor shall indemnify, defend and hold harmless Licensee and its affiliates from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Licensor's representations and warranties set forth in Section 8.1.

9.2 Indemnity by Licensee: Licensee shall indemnify, defend and hold harmless Licensor from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's failure to obtain necessary composition licenses, its exploitation of the Project beyond the scope of the license granted herein, or any other breach of this Agreement by Licensee.

10. LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT OR A PARTY'S INDEMNITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS), WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. TAXES

Each party shall be responsible for its own taxes arising from payments made under this Agreement. If any withholding or similar tax is required by applicable law to be deducted from payments to Licensor, the paying party shall withhold such taxes and provide Licensor with evidence of such withholding upon request.

12. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party; provided, however, that either party may assign this Agreement without consent to an affiliate or to a successor by merger or sale of substantially all of its assets provided that the assignee assumes all obligations hereunder.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice in accordance with this Section).

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both parties. No failure or delay by either party in exercising any right hereunder shall constitute a waiver of that right.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the Governing State or Jurisdiction: without regard to its conflict of law provisions. The parties submit to the exclusive jurisdiction of the courts located in the agreed jurisdiction for any dispute arising out of or relating to this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

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 transmission shall be binding.

18. ADDITIONAL TERMS

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