Music License Agreement

MUSIC LICENSE AGREEMENT

Parties

Recitals

WHEREAS, Licensor is the sole owner (or is authorized to license) the musical composition and associated master recording identified as "" written by ;

WHEREAS, Licensee desires to obtain from Licensor, and Licensor is willing to grant, a license to use the Composition under the terms set forth in this Agreement, effective as of (the Effective Date).

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

Scope of Work / Licensed Material

Description of the Licensed Composition, recording elements, permitted edits, and intended uses. Include catalogue or ISRC/registration numbers if applicable:

Grant: Subject to the terms of this Agreement, Licensor grants to Licensee a License Type: Exclusive Non-exclusive license to reproduce, synchronize, distribute and publicly perform the Licensed Material for the Permitted Uses described in the Scope of Work. The license expressly excludes any rights not expressly granted herein, including the right to sublicense except as set forth below.

Territory: . Media and Platforms:

Payment Terms

Any past-due amount shall bear interest at the lesser of (i) per month, or (ii) the maximum rate permitted by applicable law. In addition, Licensee shall be responsible for reasonable collection costs and attorney fees incurred by Licensor in enforcing payment obligations.

Term and Termination

Term Commencement Date: . Termination Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Termination shall not relieve Licensee of payment obligations accrued prior to termination or obligations that by their nature survive termination.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement or that is rightfully received from a third party without obligation of confidentiality. The obligations in this Section survive termination for a period of three (3) years.

Warranties; Representations; Indemnification

Licensor represents and warrants that it has full right, title and authority to grant the rights granted herein, that the Licensed Material does not infringe the rights of any third party, and that no third-party licenses are required to permit Licensee's contemplated uses except as expressly disclosed in writing. Licensee represents and warrants that its use of the Licensed Material will comply with applicable law and the terms of this Agreement.

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorney fees) arising out of a breach of the indemnifying party's representations, warranties or obligations under this Agreement.

Attribution; Credits

Licensee shall provide credit for the Licensed Material in the form: "" where reasonably practicable on physical or digital products and wherever credits customarily appear.

Assignment; Sublicense

Licensee shall not assign this Agreement or grant any sublicense without the prior written consent of Licensor, which consent shall not be unreasonably withheld, except that Licensee may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets provided Licensee remains responsible for performance.

Limitation of Liability

Except for liability arising from willful misconduct or a party's indemnification obligations, neither party shall be liable to the other for special, incidental, consequential or punitive damages, and total liability under this Agreement shall not exceed the total fees actually paid by Licensee to Licensor under this Agreement during the twelve (12) months prior to the claim.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including all 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, proposals, negotiations and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, three days after deposit in the mail (first-class, postage prepaid), or one day after delivery to a nationally recognized overnight courier service.

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