Legal Sync Licenses Agreement

LEGAL SYNC LICENSES AGREEMENT

This Legal Sync Licenses Agreement (the "Agreement") is made and entered into as of the Effective Date: by and between Licensor Name: with principal address at , and Licensee Name: with principal address at .

RECITALS

WHEREAS, Licensor owns or controls the musical composition(s) and/or sound recording(s) described as: (the "Works"); and

WHEREAS, Licensee seeks the right to synchronize, reproduce, distribute and exploit the Works in connection with a particular audiovisual production identified as: (the "Project");

WHEREAS, Licensor is willing to grant such rights on the terms and conditions set forth below.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Territory" means: .

"Term" means the period commencing on the Start Date: and ending on the End Date: , unless earlier terminated as provided herein.

2. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-transferable, Exclusive Non-exclusive synchronization license to use the Works in the Project throughout the Territory for the Term. The license permits synchronization, reproduction and public performance of the Works as incorporated into the Project and distribution of the Project in the following media (check all that apply):

Television broadcast    Streaming / VOD    Theatrical    Home video / physical    Other:

Licensee shall not have the right to exploit the Works outside the scope set forth herein, nor to use the Works in any manner that disparages or misrepresents Licensor or the Works.

3. CONSIDERATION AND PAYMENT

In consideration for the rights granted, Licensee shall pay Licensor a License Fee of (USD) payable as follows:

All amounts due hereunder shall be paid in United States dollars and are exclusive of any taxes, duties or withholdings, which shall be the responsibility of Licensee unless Licensor provides a valid exemption.

4. DELIVERY; MATERIALS

Licensor agrees to deliver to Licensee, prior to synchronization, the following materials: master recording(s), stems (if applicable) and metadata including writer and publisher credits:

Licensee shall, within a commercially reasonable time following the first exploitation of the Project, provide Licensor with cue sheets and reasonable documentation of exploitation, specifically:

5. WARRANTIES AND REPRESENTATIONS

Licensor represents and warrants that: (a) Licensor is the sole and exclusive owner or authorized licensor of the rights granted herein; (b) the Works do not infringe upon the rights of any third party; (c) there are no outstanding agreements that conflict with the rights granted to Licensee; and (d) Licensor has full power and authority to enter into this Agreement and to grant the rights herein.

Licensee represents and warrants that it will use the Works in a manner consistent with this Agreement and applicable law, and will not make any material changes to the Works that alter the original composition or credits without Licensor's prior written consent.

6. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Party") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of the indemnifying party's representations, warranties or obligations under this Agreement or any claim that the exercise of the licensed rights infringes the rights of a third party, except to the extent such claim arises from Licensee's unauthorized uses or modifications.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. CONFIDENTIALITY

The parties acknowledge that certain information disclosed in connection with this Agreement may be confidential. Each party agrees not to disclose Confidential Information of the other party to any third party except as required by law or as necessary to perform its obligations hereunder. Confidential Information does not include information that becomes public through no fault of the receiving party.

9. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder 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.

10. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing in accordance with this section. Notices shall be effective upon receipt.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

12. 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 as originals.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

16. ADDITIONAL PROVISIONS

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