Music Studio License Agreement

MUSIC STUDIO LICENSE AGREEMENT

This Music Studio License Agreement (the "Agreement") is made on this day of , by and between Licensor Name: a Individual Corporation LLC with principal place of business at (Licensor), and Licensee Name: a Individual Corporation LLC with principal place of business at (Licensee).

RECITALS

WHEREAS, Licensor operates a music recording and rehearsal facility located at (the "Premises"); and

WHEREAS, Licensee desires to obtain a limited, non-exclusive license to use the Premises and certain equipment owned by Licensor for recording, rehearsal, production and other permissible musical activities; and

WHEREAS, Licensor is willing to grant Licensee such a license on the terms and conditions set forth herein.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Premises" means the studio spaces, control rooms, lounges and other areas identified at the studio address above, together with the Equipment described in the inventory.

1.2 "Equipment" means all instruments, consoles, microphones, outboard gear, and other technical apparatus owned by Licensor and made available to Licensee as listed in the Equipment Inventory attached or recorded in the Equipment Inventory field below.

2. GRANT OF LICENSE

2.1 Subject to the terms of this Agreement, Licensor hereby grants to Licensee a non-exclusive, revocable license to use the Premises and the Equipment solely for the Permitted Use defined as recording, rehearsing, producing and mixing musical and audio works. Licensee's use is limited to the dates and hours expressly reserved and paid for pursuant to Section 4.

2.2 This Agreement creates a license only and does not create a tenancy, leasehold estate, or any interest in real property in favor of Licensee.

3. TERM

3.1 The license granted hereunder shall commence on (the "Commencement Date") and shall continue until unless earlier terminated in accordance with this Agreement.

4. FEES, DEPOSIT AND PAYMENT

4.1 All fees are due in accordance with the schedule set forth in this Section. Payment is due prior to access except as otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.2 The security deposit may be applied to repair of damage, replacement of missing Equipment, unpaid fees, and cleaning beyond normal wear and tear. Any remaining deposit will be returned within days after the end of the Term, together with an accounting of deductions.

5. ACCESS, USE AND RULES

5.1 Licensee shall use the Premises only for lawful musical and audio production activities. No smoking, illegal substances, firearms, or hazardous activities are permitted. Licensee shall comply with Licensor's reasonable studio rules promulgated from time to time.

5.2 Licensee is responsible for the conduct of its guests, employees and contractors and shall ensure such persons comply with this Agreement.

6. EQUIPMENT, INVENTORY AND ALTERATIONS

6.1 Licensee shall not remove Equipment from the Premises unless expressly authorized in writing. Licensee shall return all Equipment in the same condition as delivered, ordinary wear and tear excepted.

6.2 Licensee shall not make structural alterations, permanent installations or modifications to the Premises without Licensor's prior written consent. Any permitted improvements become the property of Licensor unless otherwise agreed in writing.

7. INSURANCE, INDEMNITY AND LIABILITY

7.1 Licensee shall procure and maintain commercial general liability insurance, property insurance covering its own property, and workers' compensation as applicable. Licensee shall name Licensor as an additional insured on the general liability policy to the extent reasonably requested by Licensor and shall provide certificates upon request.

7.2 Licensee shall indemnify, defend and hold harmless Licensor, its officers, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Premises, breach of this Agreement, or negligent acts or omissions of Licensee or Licensee's invitees.

7.3 Except for liability arising from gross negligence or willful misconduct, Licensor's liability for any claim arising out of or related to this Agreement shall be limited to direct damages not to exceed the total fees paid by Licensee under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

8. INTELLECTUAL PROPERTY

8.1 Licensee shall retain all right, title and interest in and to the musical compositions, sound recordings, masters and other works created by Licensee in the Premises, subject to any separate writing between the parties. Licensor retains all right, title and interest in pre-existing materials, Equipment and Licensor intellectual property.

8.2 Licensee grants Licensor a non-exclusive, royalty-free license to use short excerpts or still images of final recordings and finished works for Licensor's promotional purposes, provided such use does not unreasonably harm Licensee's commercial exploitation of the works.

9. TERMINATION

9.1 Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

9.2 Licensor may immediately terminate this Agreement and deny access to the Premises in the event of bankruptcy, illegal activity, threat to safety, or substantial damage to the Premises.

10. REMEDIES

10.1 The remedies provided in this Agreement are cumulative and in addition to any remedies available at law or in equity, including injunctive relief to prevent unauthorized use of the Premises or infringement of intellectual property rights.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight carrier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

12. ASSIGNMENT AND SUBLICENSING

12.1 Licensee shall not assign this Agreement or sublicense the Premises or Equipment without Licensor's prior written consent, which shall not be unreasonably withheld. Any attempted assignment without such consent shall be void.

13. AMENDMENT; WAIVER

13.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14. GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

15.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

16. COUNTERPARTS; 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 signatures and electronic delivery of executed counterparts shall be valid and binding.

ADDITIONAL PROVISIONS

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