Legal Synch Agreement

LEGAL SYNCH AGREEMENT

This Synchronization License Agreement ("Agreement") is made effective as of Effective Date: by and between Licensor Name: with address at Licensor Address: and Licensee Name: with address at Licensee Address: . Licensor and Licensee are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Licensor is the owner of all right, title and interest in and to the musical composition entitled Composition Title: (the "Composition"), and controls the rights necessary to grant a synchronization license for the Composition;

WHEREAS, Licensee desires to obtain from Licensor the right to synchronize the Composition with visual images in connection with the Project Title: (the "Project") and Licensor is willing to grant such rights on the terms and conditions set forth herein;

WHEREAS, the Parties intend that this Agreement set forth the full terms under which the synchronization license will be granted.

NOW, THEREFORE, in consideration of the mutual promises 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 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited license to synchronize the Composition with the Project and to reproduce and distribute the Composition as embodied within the Project in the Territory (as defined below) for the Term (as defined below). The license granted is: Exclusive: Non-Exclusive: .

1.2 Scope. The license includes the right to synchronize the Composition with the soundtrack of the Project, to include such soundtrack in any version of the Project, and to exploit copies of the Project by sale, distribution, public performance, digital streaming, broadcasting, and other lawful exploitation in the Territory for the Term. Licensee shall not grant sublicenses except as set forth in this Agreement or with Licensor's prior written consent.

2. TERRITORY AND TERM

2.1 Territory. This license shall be effective in the following territory: (the "Territory").

2.2 Term. The initial term of this license shall commence on the Effective Date and continue for Term: unless earlier terminated in accordance with this Agreement.

3. COMPENSATION

3.1 License Fee. In consideration for the rights granted herein, Licensee shall pay Licensor a non-refundable license fee in the amount of Fee Amount: USD, payable as follows: Payment Terms: .

3.2 Royalties. If applicable, Licensee shall pay Licensor a royalty of Royalty Percent: % of Net Receipts derived solely from separate exploitation of the Composition apart from the Project, subject to customary industry deductions. "Net Receipts" shall mean gross receipts actually received by Licensee less only direct, documented distribution fees and third-party transaction fees.

3.3 Payment Schedule; Records. All amounts due hereunder shall be paid within Payment Period Days: days of invoice, and Licensee shall keep accurate books and records reflecting exploitation and receipts for a period of three (3) years for inspection by Licensor upon reasonable prior notice.

4. APPROVALS; USE

4.1 Approval. Licensee shall submit to Licensor a video or audio sample of the Project excerpt in which the Composition is synchronized for Licensor's approval prior to final release if approval is required by Licensor for the specific use. Licensor's approval shall not be unreasonably withheld or delayed.

4.2 Editing. Licensee may edit the Composition and mix it into the Project provided such edits do not materially alter the fundamental melody or lyrics of the Composition. Any substantive alteration shall require Licensor's prior written consent.

5. CREDITS

Licensee shall credit the Composition in the end credits of the Project in the following form: Credit Line: . Failure to provide such credit shall constitute a material breach.

6. REPRESENTATIONS AND WARRANTIES

6.1 By entering into this Agreement, Licensor represents and warrants that: (a) Licensor is the sole owner of the copyright in the Composition or otherwise has the full right and authority to grant the rights granted herein; (b) the Composition does not infringe upon any third party's rights and is not subject to any agreement, claim or encumbrance that would conflict with this license; and (c) there are no outstanding consents required from any third party, except as disclosed in Disclosed Encumbrances: .

6.2 Licensee represents and warrants that it will use the Composition in a manner consistent with industry standards and will not use the Composition in any pornographic, defamatory, or otherwise unlawful manner.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, agents and employees (the "Indemnified Parties") from and against any and all losses, liabilities, 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 from claims by third parties arising out of the Indemnifying Party's conduct in connection with this Agreement.

7.2 Limitation of Liability. EXCEPT FOR A PARTY'S OBLIGATIONS UNDER SECTION 7.1 OR FOR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LICENSE FEE ACTUALLY PAID UNDER THIS AGREEMENT.

8. OWNERSHIP; MORAL RIGHTS

Licensor retains all right, title and interest in and to the Composition and copyrights therein, subject only to the license granted herein. Licensee shall not claim any ownership in the Composition. Licensor hereby waives to the extent permissible by law any moral rights in the Composition for uses permitted by this Agreement; to the extent such waiver is not effective, Licensee is granted the right to use the Composition notwithstanding Licensor's moral rights.

9. CONFIDENTIALITY

The Parties agree that the terms and fee under this Agreement are Confidential Information and shall not be disclosed to any third party except as required by law or to a Party's professional advisors on a need-to-know basis, provided such advisors are bound by confidentiality obligations no less protective than those contained herein.

10. NOTICES

All notices required or permitted to be given under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier:

11. ASSIGNMENT; SUCCESSORS

Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Licensee may assign to an affiliate or to a successor by merger or sale of substantially all of its assets without Licensor's consent provided Licensee remains liable for performance.

12. AMENDMENT; WAIVER; SEVERABILITY

No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties. Waiver of any breach shall not constitute a waiver of any other breach. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

13. GOVERNING LAW; ENTIRE AGREEMENT; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. ADDITIONAL TERMS

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