Music Licensing Contract

MUSIC LICENSING AGREEMENT

This Music Licensing Agreement ("Agreement") is entered into as of by and between Licensor Name: , with Contact/Address: ("Licensor"), and Licensee Name: , with Contact/Address: ("Licensee").

RECITALS

WHEREAS, Licensor is the sole owner or lawful authorized licensee of the musical composition and/or sound recording described below (the "Work"); and

WHEREAS, Licensee desires to obtain from Licensor, and Licensor is willing to grant to Licensee, a limited license to use the Work on the terms and conditions set forth in this Agreement.

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such grant in a written agreement.

NOW, THEREFORE

In consideration of the mutual covenants and 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 LICENSE

1.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Non-Exclusive    Exclusive license to reproduce, distribute, publicly perform, synchronize, and otherwise use the Work for the uses described in Section 1.2, solely within the Territory during the Term.

1.2 Permitted Uses. Licensee may use the Work for the following permitted uses:

1.3 Territory. The license is limited to the following territory:

2. DESCRIPTION OF WORK AND DELIVERY

2.1 Delivery. Licensor shall deliver to Licensee all masters, stems, and written documentation reasonably necessary for Licensee's exercise of rights granted hereunder within days after the Effective Date.

3. FEES, ROYALTIES, AND PAYMENT

3.1 License Fee. In consideration for the rights granted herein, Licensee shall pay Licensor a non-refundable license fee of $ due as set forth in Section 3.2.

3.2 Payment Schedule. Payments shall be made as follows:

3.3 Royalties. In addition to the License Fee (if any), Licensee shall pay royalties equal to % of Net Receipts received by Licensee from exploitation of the Work beyond the initial licensed uses. "Net Receipts" shall mean gross receipts less only customary third-party distribution, platform, and transaction fees.

4. TERM, RENEWAL, AND TERMINATION

4.1 Term. The license granted hereunder shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any representation, warranty, or obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon termination, all rights granted to Licensee shall cease, and Licensee shall immediately discontinue all uses of the Work not expressly permitted to survive termination. Termination shall not relieve Licensee of any payment obligations accrued prior to termination.

5. REPRESENTATIONS, WARRANTIES AND RIGHTS

5.1 Licensor Representations. Licensor represents and warrants that: (a) it is the sole owner or an authorized licensee of the Work with full authority to grant the rights herein; (b) the Work does not infringe the rights of any third party; and (c) there are no outstanding licenses, encumbrances, or third-party agreements that would conflict with the rights granted to Licensee.

5.2 Licensee Representations. Licensee represents and warrants that it will use the Work in compliance with this Agreement and applicable law and that any use outside the scope of the rights granted shall constitute a material breach.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Indemnification by Licensor. Licensor shall indemnify, defend and hold harmless Licensee and its affiliates, officers, and employees from and against any third-party claim alleging that the Work infringes any copyright, trademark, or other intellectual property right, provided Licensee gives prompt written notice and reasonable cooperation.

6.2 Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Licensor from and against any claims arising from Licensee's breach of this Agreement or Licensee's use of the Work outside the scope of the license.

6.3 Limitation of Liability. Except for liability arising from willful misconduct or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total license fees actually paid to Licensor under this Agreement during the preceding twelve (12) months.

7. ACCOUNTING AND AUDIT

7.1 Records. Licensee shall keep complete and accurate records of all uses of the Work and all receipts related thereto for a period of at least three (3) years following the end of the calendar year in which such receipts are generated.

7.2 Audit Rights. Upon reasonable prior written notice, Licensor shall have the right, once per calendar year and at its own expense, to inspect Licensee's relevant books and records during normal business hours to verify amounts payable hereunder. Any audit revealing an underpayment shall be paid within thirty (30) days and if the underpayment exceeds five percent (5%) of the amount due, Licensee shall reimburse Licensor for the reasonable cost of the audit.

8. CONFIDENTIALITY

The parties agree that all non-public business and financial terms of this Agreement and any proprietary materials exchanged in connection with the exercise of rights hereunder shall be treated as confidential and shall not be disclosed to any third party except as required by law, or as necessary to enforce rights under this Agreement, provided that any such recipient is bound by confidentiality obligations no less protective than this Section.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may designate in writing).

10. AMENDMENTS, WAIVER, COUNTERPARTS

10.1 Amendments. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

10.2 Waiver. No delay or failure to exercise any right hereunder shall operate as a waiver of such right unless in a writing signed by the waiving party.

10.3 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 delivered by electronic means shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties: , without regard to conflict of law principles.

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, both written and oral.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed to reflect the parties' original intent to the extent permitted by law.

12. MISCELLANEOUS

12.1 Assignment. Licensee shall not assign or sublicense this Agreement or any rights hereunder without the prior written consent of Licensor, except that Licensee may assign to an acquirer of substantially all of its business assets provided the assignee assumes all obligations hereunder.

12.2 Publicity. Neither party shall use the other's name, trademarks, or logos in any publicity or advertising without the other's prior written consent, except that Licensee may credit Licensor in a manner customary for the medium in which the Work is used.

SIGNATURES

Sign Now