Master Sync Licensing Agreement

MASTER SYNC LICENSING AGREEMENT

This Master Synchronization License Agreement ("Agreement") is entered into as of by and between Licensor Name: with a principal place of business at (hereinafter "Licensor"), and Licensee Name: with a principal place of business at (hereinafter "Licensee").

RECITALS

WHEREAS, Licensor owns or controls the exclusive rights in and to certain master sound recordings identified as: Title/Track: ; Artist: ; ISRC: (collectively, the "Master Recording(s)").

WHEREAS, Licensee wishes to obtain, and Licensor is willing to grant, a license to synchronize the Master Recording(s) with certain audiovisual content and to exploit the resulting audiovisual work on the terms set forth herein.

WHEREAS, the parties desire to set forth their rights and obligations regarding the license and related payments, credits and warranties.

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

1. GRANT OF RIGHTS

1.1 Grant. Subject to the terms and conditions of this Agreement and receipt of the License Fee set forth in Section 2, Licensor hereby grants to Licensee a Non-Exclusive Exclusive synchronization license to use the Master Recording(s) in and in connection with the audiovisual project described as: (the "Project") in the Territory and Media specified below during the Term.

1.2 Scope. The license granted herein includes the right to reproduce, publicly perform, synchronize and distribute the Master Recording(s) embodied in the Project, to include such Master Recording(s) in trailers and promotional materials for the Project, and to make excerpts for advertising and promotional use, subject to the restrictions in Section 1.4. Licensee shall not use the Master Recording(s) outside the scope of this license without prior written consent of Licensor.

1.3 Territory and Media. Territory: ; Media: . The rights granted include all current and future distribution platforms within the specified Media, subject to the Term.

1.4 Restrictions. Licensee shall not (a) sell or license the Master Recording(s) as a standalone audio file apart from the Project without a separate license; (b) use the Master Recording(s) in a pornographic, defamatory or otherwise unlawful context; or (c) claim ownership in the underlying musical composition or the Master Recording(s).

2. LICENSE FEE AND PAYMENT

2.1 License Fee. In consideration for the rights granted herein, Licensee shall pay Licensor a non-refundable license fee in the amount of $ (the "License Fee"), payable as follows:

2.2 Expenses. Licensee shall be responsible for all costs associated with the synchronization, mixing, mastering, and any additional production costs unless otherwise agreed in writing.

3. DELIVERY; MATERIALS

3.1 Delivery. Licensor shall deliver to Licensee a high-resolution master of the Master Recording(s) and any metadata, stems and cue sheets reasonably necessary for exploitation (collectively, the "Materials") within days of the Effective Date.

4. CREDIT

4.1 Credit. Licensee shall provide the following credit in the Project and in reasonable marketing materials whenever practicable: . Licensee's failure to include credit in a single instance shall not constitute a material breach if Licensee uses commercially reasonable efforts to include credit.

5. TERM; TERMINATION

5.1 Term. The license granted shall commence on and continue until (the "Term"), unless earlier terminated as provided herein.

5.2 Termination for Material Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure within thirty (30) days after receipt of written notice describing the breach. Termination shall be without prejudice to any accrued rights or obligations.

6. OWNERSHIP; RESERVATION OF RIGHTS

Licensor retains all right, title and interest in and to the Master Recording(s) and the Materials, including all copyrights and renewals. Except for the limited rights expressly granted herein, no further rights or licenses are granted, and Licensor reserves all rights.

7. REPRESENTATIONS AND WARRANTIES

Licensor represents and warrants that: (a) it is the sole and exclusive owner of the Master Recording(s) or has the full right and authority to grant the rights granted herein; (b) the use of the Master Recording(s) by Licensee in accordance with this Agreement will not infringe, misappropriate or violate any rights of any third party; and (c) there are no outstanding licenses, liens or encumbrances that would impair the rights granted.

Licensee represents and warrants that: (a) it will use the Master Recording(s) in accordance with this Agreement and applicable laws; and (b) the Project, as created, will not violate any applicable laws or third-party rights.

8. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and agents (the "Indemnified Parties") from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim resulting from the Indemnifying Party's breach of any representation, warranty or obligation under this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO LICENSOR HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. CONFIDENTIALITY

Each party shall keep confidential the non-public business information disclosed by the other party in connection with this Agreement and shall not disclose such information except as required by law or with the prior written consent of the disclosing party. Confidential information does not include information that is publicly available or rightfully received from a third party without breach of confidentiality.

11. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the respective addresses below (or such other address as a party may designate by notice). Notices shall be delivered by hand, courier, certified mail (return receipt requested), or overnight courier and shall be effective upon receipt.

12. ASSIGNMENT; SUBLICENSES

Licensee may not assign this Agreement or grant sublicenses except with the prior written consent of Licensor, which consent shall not be unreasonably withheld for assignments to affiliates or in connection with the sale of substantially all of Licensee's assets. Licensor may assign this Agreement upon written notice to Licensee.

13. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the selected jurisdiction.

15. ENTIRE AGREEMENT

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

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

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