Miscellaneous Master Rights Agreement

MISCELLANEOUS MASTER RIGHTS AGREEMENT

This Miscellaneous Master Rights Agreement ("Agreement") is entered into as of Effective Date: by and between Licensor Name: , located at ("Licensor"), and Licensee Name: , located at ("Licensee").

RECITALS

WHEREAS, Licensor is the sole and exclusive owner of certain master recordings and related master rights described herein (the "Masters") and has the full right and authority to grant licenses and other rights with respect to such Masters; and

WHEREAS, Licensee desires to obtain from Licensor certain rights in and to the Masters for the limited purposes set forth in this Agreement, and Licensor is willing to grant such rights subject to the terms and conditions contained herein; and

WHEREAS, the parties desire to set forth the terms governing the grant, payment, confidentiality, term and termination, and other matters related to the Master rights being transferred or licensed under this Agreement.

1. GRANT OF RIGHTS

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee the following rights in the Masters: exclusive/non-exclusive right to reproduce, distribute, publicly perform, synchronize, and otherwise exploit the Masters as specified in the Scope of Work below, within the Territory and during the Term set forth herein. The rights granted are limited to the Masters specifically identified in Exhibit A or described in the Scope of Work.

1.2 Reservation of Rights. All rights not expressly granted in this Agreement are reserved to Licensor. Licensor retains ownership of the Masters and all underlying copyrights unless an express assignment is made in writing and signed by Licensor.

2. SCOPE OF WORK

3. PAYMENT TERMS

3.1 Taxes and Withholding. Unless otherwise agreed in writing, Licensee shall be responsible for any taxes, duties, or withholdings arising from payments under this Agreement. Licensee shall provide Licensor with documentation reasonably requested to comply with tax and withholding obligations.

4. TERM AND TERMINATION

4.1 Term. The Term of this Agreement shall commence on Start Date: and shall expire on End Date: unless earlier terminated pursuant to Section 4.2.

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within Notice Period: days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon termination or expiration, (a) Licensee shall immediately cease all uses of the Masters beyond any rights expressly surviving; (b) Licensee shall pay all sums then due; and (c) either party may require the return or certified destruction of Confidential Information and materials as provided in Section 5.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a party in connection with this Agreement, including commercial terms, pricing, masters' technical specifications, unpublished recording materials, and business plans.

5.2 Obligation. Each party shall: (a) hold Confidential Information in strict confidence; (b) use it only for performance under this Agreement; and (c) not disclose it to any third party except to those employees, affiliates, agents or professional advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

5.3 Exceptions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party, or is independently developed.

6. REPRESENTATIONS AND WARRANTIES; INDEMNITY

Licensor represents and warrants that it has the full right, power and authority to grant the rights granted herein and that the exercise of such rights by Licensee in accordance with this Agreement will not infringe the rights of any third party. Licensee represents that it will use the Masters in compliance with applicable law and the terms of this Agreement. Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claim arising from the indemnifying party's breach of its representations, warranties, or obligations hereunder.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including 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, proposals and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

9.1 Assignment. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other, except that Licensee may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes Licensee's obligations in writing.

9.2 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing by the parties.

9.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

SIGNATURES

Sign Now