Non-Exclusive Master Recording Agreement

Non-Exclusive Master Recording Agreement

This Non-Exclusive Master Recording Agreement (the "Agreement") is entered into as of by and between Artist Name: (Entity Type: Individual Entity), Address: ; and Licensee Name: (Entity Type: Individual Entity), Address: .

RECITALS

WHEREAS, Artist is the owner or lawful controller of certain sound recordings and associated masters more fully described in Schedule A attached hereto (the "Master Recordings"); and

WHEREAS, Licensee is engaged in the business of distributing, licensing, promoting and exploiting sound recordings and desires to obtain a non-exclusive license to exploit the Master Recordings on the terms set forth herein; and

WHEREAS, Artist desires to grant such non-exclusive rights to Licensee subject to the terms and conditions of this 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. DEFINITIONS

1.1 "Masters" or "Master Recordings" means the final mixed, mastered sound recordings listed in Schedule A and any authorized versions, edits or remixes derived therefrom which are delivered by Artist to Licensee pursuant to this Agreement.

1.2 "Net Receipts" means gross sums actually received by Licensee from third-party exploitation of the Masters less customary and documented third-party taxes, collection fees, refunds and direct third-party distribution costs.

2. GRANT OF RIGHTS

2.1 Grant. Subject to the terms and conditions of this Agreement, Artist hereby grants to Licensee a non-exclusive, worldwide license to reproduce, distribute, publicly perform, synchronize and otherwise exploit the Masters in any and all media now known or hereafter devised, solely for the Permitted Uses described in Section 2.2.

2.2 Permitted Uses. Licensee may exploit the Masters for commercial release, digital and physical distribution, public performance, synchronization for audiovisual works and promotional activities. Licensee shall not have the right to transfer ownership of the Masters. Licensee may sublicense such exploitation rights only with Artist's prior written consent, which consent shall not be unreasonably withheld.

3. DELIVERY; SPECIFICATIONS

3.1 Delivery. Artist shall deliver to Licensee industry-standard final masters and metadata for each recording listed in Schedule A within days of the Effective Date.

3.2 Specifications. Masters must conform to the technical specifications agreed in writing by the parties. Licensee may require replacement of any master which fails to meet commercially reasonable technical standards; Artist shall promptly provide corrected masters at Artist's expense.

4. TERM AND TERRITORY

4.1 Term. The license granted hereunder shall commence on the Effective Date and shall continue for a period of years unless earlier terminated pursuant to Section 12. Notwithstanding the foregoing, obligations accruing prior to termination shall survive.

4.2 Territory. The license is granted on a worldwide basis: Territory: .

5. COMPENSATION; ACCOUNTING

5.1 Royalty. In consideration for the non-exclusive license granted herein, Licensee shall pay Artist a royalty equal to of Net Receipts attributable to exploitation of the Masters (the "Royalty").

5.2 Accounting and Payment. Licensee shall deliver statements and payment to Artist on a basis and within days after the end of each accounting period. Payments shall be made to: .

5.3 Audit. Artist shall have the right, at Artist's expense, to inspect Licensee's books and records relevant to the computation of royalties upon reasonable prior written notice and during regular business hours, not more than once annually. Licensee shall maintain such records for a period of three (3) years after the end of the applicable accounting period. If an audit reveals an underpayment in excess of five percent (5%), Licensee shall promptly pay the deficiency plus interest and bear the reasonable cost of the audit.

6. OWNERSHIP; RIGHTS RESERVED

6.1 Ownership. Artist retains all right, title and interest in and to the Masters and any underlying compositions and copyrights (subject to third-party publishing interests). Licensee's rights are limited to the non-exclusive license expressly granted in this Agreement.

6.2 Reservation. All rights not expressly granted to Licensee are reserved by Artist.

7. CREDIT; MARKETING

7.1 Credit. Licensee shall accord Artist credit on releases and promotional materials in substantially the form reasonably requested by Artist. Artist's credit obligations are limited to reasonable space and format considerations of the release.

7.2 Promotion. Licensee may use Artist's name, likeness and biographical material solely for promotion and exploitation of the Masters in accordance with industry practice and subject to Artist's prior reasonable approval for uses beyond standard promotion.

8. WARRANTIES AND REPRESENTATIONS

8.1 Artist Warranties. Artist represents and warrants that: (a) Artist is the sole owner or has the authority to grant the rights granted herein; (b) the Masters delivered to Licensee are original to Artist and do not infringe or violate the rights of any third party; (c) there are no outstanding agreements that would conflict with the rights granted to Licensee hereunder; and (d) Artist has obtained all necessary consents from performers, producers and contributors to grant the rights herein.

8.2 Licensee Warranties. Licensee represents and warrants that it will exercise the rights granted in a commercially reasonable manner and will comply with applicable laws in its exploitation of the Masters.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees (the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of a breach of such Indemnifying Party's representations, warranties or obligations under this Agreement or third-party claims relating to the Indemnifying Party's acts or omissions in connection with this Agreement.

10. CONFIDENTIALITY

The parties agree to keep confidential the financial terms of this Agreement and any non-public business information disclosed in connection with the relationship, except as required by law or a court order, or as reasonably necessary to perform rights and obligations hereunder.

11. TERMINATION

11.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

11.2 Effect of Termination. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations. Sections concerning ownership, indemnification, confidentiality, accounting and audit, and survival shall survive termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices shall be deemed given when personally delivered, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

13. MISCELLANEOUS

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

13.2 Entire Agreement. This Agreement, including Schedule A, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Amendment; Waiver. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. Failure to enforce any provision shall not be deemed a waiver of future enforcement.

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

13.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted electronically (including scanned or electronic signature images) shall be binding.

SCHEDULE A — MASTER RECORDINGS

ADDITIONAL PROVISIONS

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