Music Remixer Agreement

Music Remixer Agreement

This Music Remixer Agreement ("Agreement") is entered into as of the Effective Date: Day: Month: Year: , by and between Rights Owner: with a principal place of business at , and Remixer: with a principal place of business at .

RECITALS

WHEREAS, Rights Owner controls certain master recordings and related rights in the musical composition and sound recording identified as Title: (the "Original Recording"); and

WHEREAS, Rights Owner desires to commission, and Remixer desires to render, remixing services to produce a remix based upon the Original Recording (the "Remix") on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Remix be exploited in accordance with the rights and compensation provisions set forth below.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the parties agree as follows:

1. ENGAGEMENT AND SERVICES

1.1 Engagement. Rights Owner hereby engages Remixer, and Remixer accepts such engagement, to create a Remix of the Original Recording in accordance with the specifications set forth in this Agreement.

1.2 Deliverables. Remixer will deliver to Rights Owner the following deliverables: final stereo master, separate stems, and project files as applicable (collectively, the "Deliverables"). Expected delivery date: .

1.3 Independent Contractor. Remixer is an independent contractor. Nothing in this Agreement will be construed to create an employment, joint venture, or partnership relationship.

2. GRANT AND OWNERSHIP

2.1 Ownership of Original. Rights Owner represents and warrants that it owns or controls the rights necessary to grant the rights herein with respect to the Original Recording.

2.2 Assignment of Master. Subject to full payment of all amounts due under Section 3, Remixer hereby irrevocably assigns and transfers to Rights Owner all right, title, and interest in and to the master recording embodying the Remix, including all copyrights therein and all renewals and extensions, and agrees to execute any further instruments reasonably necessary to effectuate such assignment. To the extent applicable law deems the Remix a work made for hire, the parties agree that Rights Owner shall be the author and owner of such work made for hire.

2.3 Licenses to Remixer. Rights Owner grants Remixer a limited, non-exclusive, non-transferable license to use the Remix solely for Remixer's promotional use and inclusion in a promotional reel. Any commercial exploitation by Remixer requires Rights Owner's prior written consent.

3. COMPENSATION

3.1 Fee. Rights Owner shall pay Remixer a fee in the amount of $ payable as follows: .

3.2 Royalties. In addition to the fee, the parties agree that Remixer shall receive a royalty of on Net Revenues (as defined below) from commercial exploitation of the Remix, payable within after receipt. "Net Revenues" means gross receipts actually received by Rights Owner less customary deductions.

3.3 Invoicing and Taxes. Remixer shall submit invoices to Rights Owner at the contact address set forth herein. Rights Owner may withhold taxes as required by applicable law and will provide Remixer with documentation of such withholdings.

4. DELIVERY; ACCEPTANCE; REVISIONS

4.1 Delivery. Remixer will deliver Deliverables in the format and to the technical specifications mutually agreed in writing. Delivery location or method: .

4.2 Acceptance. Rights Owner shall have days after receipt to accept the Deliverables in writing. If no notice of rejection specifying defects is provided within such period, the Deliverables shall be deemed accepted.

4.3 Revisions. Remixer will provide up to rounds of reasonable revisions included in the Fee. Additional revisions shall be billed at a rate of $ per hour.

5. CREDITS; PROMOTION

5.1 Credit. Rights Owner shall ensure that Remixer receives artist credit in a manner customarily used in the industry: "" on digital metadata and physical packaging where practicable.

5.2 Promotion. Each party grants the other the right to use the party's name, logo and biographical material solely to promote the Remix, subject to prior written approval where such use would imply endorsement.

6. REPRESENTATIONS AND WARRANTIES

6.1 By Rights Owner. Rights Owner represents and warrants that it has the full right, power and authority to enter into this Agreement and to grant the rights granted herein and that the exploitation of the Remix as contemplated will not infringe the rights of any third party.

6.2 By Remixer. Remixer represents and warrants that the Deliverables will be original to Remixer and will not infringe any third-party rights; that Remixer will disclose any incorporated third-party material and secure any necessary licenses or clearances prior to embedding such material in the Remix. Remixer further warrants that it has not granted any conflicting rights that would impair Rights Owner's exploitation of the Remix.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold the other harmless from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties or obligations under this Agreement or out of asserted infringement by such party's Deliverables or materials.

8. CONFIDENTIALITY

The parties acknowledge that stems, session files and non-public financial terms are confidential. Each party agrees not to disclose Confidential Information to third parties except as required by law or with the other party's prior written consent. Confidentiality obligations survive termination for a period of three (3) years.

9. TERMINATION

9.1 Termination for Cause. 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 notice specifying the breach.

9.2 Effect of Termination. Upon termination, Rights Owner shall pay Remixer for all services performed and accepted prior to termination. Sections concerning ownership, indemnification, confidentiality and payment shall survive termination.

10. ACCOUNTING AND AUDIT

Rights Owner shall provide remittance statements showing calculation of Net Revenues and royalties at least . Remixer shall have the right, once annually and upon reasonable notice, to audit Rights Owner's books relating to the Remix.

11. MISCELLANEOUS

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

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

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the parties to the maximum extent permitted by law.

11.4 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of such right.

11.5 Notices. All notices required or permitted hereunder shall be in writing and shall be delivered to the contact information set forth below:

11.6 Counterparts and Electronic Signatures. 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. Electronic or facsimile signatures shall be deemed original signatures.

ADDITIONAL PROVISIONS (OPTIONAL)

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