Fill and Sign the Music Rights for Plays and Musicals Entertainment Law Form

-1- 11.11 Use of Song in Grand Rights First- Class, Stock and Amateur Performances LICENSE AGREEMENT FOR THEATRICAL USE OF SONG Agreement made and entered as of __________________, by and between _____________________________________________ (hereinafter referred to as "Licensee") and__________________________ (hereinafter referred to as "Licensor"). 1. Scope of License: Licensor hereby grants Licensee the non-exclusive right to perform and include the composition entitled "[Song]" by ["Composer ](the "Composition") in Licensee's live stage production that is entitled "_________________" (the "Play") conceived by _____________, in first-class, stock and amateur productions, commencing with the paid performance of ________________. This permission is valid for a single performance of the Composition in each performance of the Play and is subject to the following terms and conditions. 2. Territory and Term: All performances of Licensee's production of the Play containing the Composition shall be for the territories of ______________ (the "Territory"). The Term as set forth in this Paragraph shall be valid for ______(__) years from date of ______________. -2- 3. Royalties 3.1 First-Class[i] In consideration of the rights granted to you hereunder, you shall pay us the sum of ________Dollars ($___.00) per first- class performance week for the Composition. Each payment hereunder shall be due and payable no later than Seven (7) Days following the end of each royalty period. This fee shall be also be deemed to include our Consultation fee for additional work done on behalf of the Play, for which we are being compensated. All payments will include a statement showing how the payment was calculated by you. [ii] As to each Composition not 100% owned and controlled by us, this license extends only to that portion of such Composition owned and/or controlled by us. 3.2 Stock and Amateur In full consideration of the foregoing, you agree to cause us to receive a sum of money equal to our pro rata share of the following: [a] For each stock and amateur production produced under your lease, license or control, in connection with which your royalty is computed on box office receipts, a royalty of two (2%) percent of the gross weekly box office receipts (based upon the total number of musical compositions performed in the Show - e.g., our share for one Musical Composition would be 1/22 of two (2%) percent if there are 22 compositions used) derived from -3- each such production in which the Musical Composition(s) are included; [b] In the event you receive a flat fee or payment of net income in lieu of a percentage of gross weekly box office receipts for any stock and amateur production produced under your lease, license or control, an amount equal to our pro rata share of thirty three and one-third (33 1/3%) percent of the total compensation paid to you as Author, after deduction from such compensation of agent/lawyer commissions (i.e. one-third [1/3] of the "net Author's share"), derived from each such production in which the Musical Composition(s) are included; [c] For the purpose of computing pro rata share, Musical Composition(s) used in the Show for less than thirty (30) seconds shall be treated as one-third (1/3) of a Musical Composition and Musical Composition(s) used in the Show for more than thirty (30) seconds but less than one (1) minute shall be treated as two-thirds (2/3%) of a Musical Composition. [d] Gross weekly box office receipts shall be defined for us as it is defined for you, our two (2%) percent (when applicable) shall be subject, on a pro rata basis, to any waiver, reduction, deferral or royalty pool agreed to by you. 4. Reserved Rights: 4.1 This license does not include the right to present the Play in motion pictures, radio, television, an original cast album or any other audio/visual or recorded format, it -4- being understood and agreed that we reserve all such rights. Nevertheless, we agree to negotiate in good faith in our reasonable business judgment with any licensee or potential licensee of the Play in respect to the appropriate synchronization, recording and/or performance licenses for the Composition that we are in a position to grant to such licensee ("Subsidiary Rights Licenses"). 4.2 All royalties, license fees and other compensation derived by us in connection with any such Subsidiary Rights Licenses and all other royalties and other monies received therefrom, including but not limited to mechanical royalties and sums derived from performing rights societies, shall, as between us, be our sole property and you shall not be entitled to share in any such sums. 4.3 All rights not specifically granted herein are reserved to and by us. 5. Representations, Warranties and Indemnities 5.1 We hereby represent and warrant that we own or control the Composition(s) and that we have the full right, power and authority to enter into this license. 5.2 Each party will indemnify and hold the other harmless against any claims or actions initiated by third parties arising out or related to the breach of such party's obligations, representations or warranties hereunder, which claims or actions result in a judgment against the other party or is settled with the other party's prior written consent. -5- 5.3 You shall give us prompt written notice of any claim in respect of which indemnity is claimed, and you have the right to participate in the defense in any such claim or action with counsel of your choice and at your expense, provided, that we shall have the right to control the defense of any such action. 5.4 In any action between the parties to enforce any of the terms of this license, in addition to any other award of damage or remedy, the prevailing party shall be entitled to reasonable court costs and attorneys' fees. 6. Credit All programs shall indicate the name(s) of the writer(s) of the Composition and the name of the Publisher(s) of the Composition and shall clearly indicate the use is by permission of, as follows: [Name of Song] by _______________ Published by _______________________________________________________ All Rights Reserved. Used By Permission Casual or inadvertent failure to accord such credit shall not constitute a breach of this license; provided however, that all reasonable and necessary steps are taken to cure such failure after receipt of written notice with respect thereof. 7. Audit You agree to maintain accurate books and records in connection with said production, -6- which books and records shall, upon reasonable notice, be available for examination by our representatives during the Term of this license and for a period of two (2) years thereafter. 8. Most Favored NationsIf the music license agreements with any other licensor of musical compositions used in the Play contain any provisions that are more favorable to said licensor than the terms contained herein, for any uses of musical compositions in stage productions produced by you or under your direction and control, such more favorable terms shall automatically apply to us, retroactive to the date of this license. 9. Miscellaneous 9.1 All remittances and statements shall be made to us at the address set forth above. 9.2 This license and the rights granted to you hereunder are personal to you and are not assignable. 9.3 This license has been entered into in, and is to be interpreted in accordance with, the laws of the state of New York governing contracts made and fully to be performed entirely therein or, where applicable, the Copyright Law of the United States. Any action with respect to the interpretation and/or enforcement of this license shall be heard solely in a court of competent jurisdiction with the County and City of New York, and both parties hereby submit themselves to the jurisdiction of such courts for such purpose. -7- 9.4 Any notice required or desired to be given to either party hereunder shall be in writing and shall be served by registered or certified mail, return receipt requested, addressed to us at our address set forth below, or to you at your address set forth on page 1 hereof, or to such other addresses as either party may hereafter designate in writing to the other party. The date of mailing of any notice shall be the effective date unless otherwise specified in this agreement. 9.5 This License Agreement constitutes the entire understanding of the parties hereto and may only be modified by a writing signed by all of the parties hereto. Please confirm your agreement to the foregoing by signing below. _____________________________ ______________________________ BY: _________________________BY:__________________________ Federal ID No.: ___________