Music Licensing Agreement Template

MUSIC LICENSING AGREEMENT

This Music Licensing Agreement ("Agreement") is entered into as of Effective Date: by and between Licensor Name: with principal address: (the "Licensor"), and Licensee Name: with principal address: (the "Licensee").

RECITALS

WHEREAS, Licensor is the sole owner or authorized representative of the musical composition(s) and related sound recordings described in Schedule A attached hereto (the "Works") and holds the exclusive right to grant licenses to exploit such Works; and

WHEREAS, Licensee desires to acquire from Licensor certain limited rights to use the Works in connection with Licensee's projects and exploitation described herein, and Licensor is willing to grant such rights on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the rights granted will be limited in scope, duration, and territory as expressly provided below.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF LICENSE

1.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited Non-Exclusive Exclusive license to use the Works for the Permitted Uses set forth below, and no other rights are granted by implication or estoppel.

1.2 Permitted Uses. Licensee is authorized to use the Works for the following purpose(s): . Rights granted include the right to reproduce, publicly perform, synchronize, distribute, and otherwise exploit the Works only to the extent expressly checked:

Reproduction Public Performance Synchronization Distribution Derivative Works (subject to prior written approval)

2. TERM AND TERRITORY

2.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of years, unless earlier terminated in accordance with Section 9.

2.2 Territory. The rights granted hereunder are limited to the following territory: .

3. COMPENSATION AND PAYMENT

3.1 License Fee. In consideration for the rights granted, Licensee shall pay Licensor a License Fee consisting of the following: an Advance of and royalties of % of Net Receipts derived from Licensee's exploitation of the Works.

3.2 Payment Terms. Advance is payable within days of the Effective Date. Royalties shall be paid quarterly within days after the end of each calendar quarter, accompanied by a statement showing the calculation of amounts due.

3.3 Audit Rights. Licensor shall have the right, upon reasonable prior written notice and not more than once per calendar year, to inspect Licensee's records relevant to the calculation of royalties. Audits shall be conducted during normal business hours, and Licensee shall cooperate in good faith. If an audit reveals an underpayment in excess of five percent (5%), Licensee shall promptly pay the deficiency plus interest at the rate of % per annum.

4. OWNERSHIP; COPYRIGHT

4.1 Ownership. Licensor retains all right, title and interest in and to the Works, including all copyrights and renewals. This Agreement conveys only the limited license rights expressly granted herein and does not transfer any ownership interest to Licensee.

4.2 Notices of Infringement. Licensee shall promptly notify Licensor in writing if it becomes aware of any actual or suspected infringement of the Works. Licensor shall have the exclusive right, but not the obligation, to bring any action for infringement.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Licensor further represents and warrants that to the best of its knowledge the Works do not infringe the rights of any third party, and that Licensor has the exclusive right to grant the rights granted hereby. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE WORKS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

6. INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless Licensor and its affiliates from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Works in violation of this Agreement or applicable law. Licensor shall indemnify Licensee for claims arising from Licensor's breach of the representations in Section 5.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE.

8. CONFIDENTIALITY

The parties acknowledge that certain non-public information disclosed in connection with this Agreement may be proprietary or confidential. Each party agrees not to disclose such Confidential Information to third parties except as required by law or with the other party's prior written consent. Confidentiality obligations shall survive termination for a period of two (2) years.

9. TERMINATION

Either party may terminate this Agreement upon material breach by the other party if such breach is not cured within thirty (30) days after written notice describing the breach. Upon termination, all rights granted to Licensee shall cease and Licensee shall immediately discontinue further use of the Works, except for any uses expressly permitted to survive termination by written agreement.

10. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after being deposited in the mail, postage prepaid.

11. ASSIGNMENT; SUBLICENSING

Licensee shall not assign or transfer its rights under this Agreement, nor sublicense the Works, without the prior written consent of Licensor, which shall not be unreasonably withheld. Licensor may assign this Agreement in whole or in part to an affiliate or successor in interest.

12. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any right shall not constitute a waiver.

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; SEVERABILITY

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

15. 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 facsimile or electronic image shall be binding.

SCHEDULE A — WORKS

List all musical compositions and/or sound recordings covered by this Agreement. Include title, writer(s), publisher(s), and any recording details.

ADDITIONAL PROVISIONS

Any additional provisions or special terms (e.g., synchronization exclusivity, crediting requirements, insurance, or delivery obligations) should be set forth below.

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