WHEREAS [Licensor.CompanyName or Licensor.FirstName Licensor.LastName] (“Licensor”) owns the entire property, including all intellectual property, all copyright, all publishing rights and other rights to certain compositions composed exclusively by the Licensor and the compositions form a body of work (“Work”);
WHEREAS [Licensee.CompanyName or Licensee.FirstName Licensee.LastName] (“Licensee”) is in the business of [Enter Type of Business];
WHEREAS the Licensee desires to license the rights to the Work and the Licensor desires to grant a license to the Licensee and the Licensor and the Licensee enter into this agreement (“Agreement”) for the purpose of setting out their arrangements for the licensing of the Work pursuant to the terms and conditions set out in this Agreement.
IN CONSIDERATION of the mutual covenants and promises, the Licensor and the Licensee (individually, each a “Party” and collectively, the “Parties”), each intending to be legally bound, covenant and agree as follows:
1. The Work
Details of the compositions comprising the Work are as follows:
1. [Composition 1]
2. [Composition 2]
3. [Composition 3]
2. The Guarantee
2.1 The Licensor without reservation guarantees (“Guarantee”) that he/she/it owns the entirety of the Work and further that he/she/it absolutely owns and controls all rights represented in and by the Work, including but not limited to the entire recordings and musical compositions comprised in the Work and has and will continue to hold all such rights for the duration of this Agreement without any restrictions or encumbrances on the geographic distribution of such rights and the right to exploit the Work as contemplated by the terms and conditions of this Agreement.
2.2 The Licensor shall indemnify and hold harmless the Licensee from any and all claims, liabilities and costs, losses, damages or expenses (including reasonable attorney's fees) by third parties arising out of any breach, allegation, claim or failure of any covenants or warranties made by the Licensor pursuant to the Guarantee.
3. The License
3.1 The Licensor grants to the Licensee in respect of the Work and the components thereof, an exclusive non-transferable, non-assignable, royalty-free worldwide irrevocable license to use the Work specifically and to the extent authorized in this Agreement (“License”) and the License shall at all times be to the exclusion of all other parties.
3.2 The terms of the License shall be for a period of [Years] years commencing from the execution of this Agreement and payment of the license fee.
3.3 The License granted pursuant to this Agreement shall not have any geographic restrictions.
4. License Fee
The Licensee hereby agrees to pay the Licensor a one-time fee of [$License Fee] payable at the execution of this Agreement. Provided that the Licensee uses the Work within the terms of this Agreement, the Licensee shall not be required to pay any additional fee or royalty in respect of the License during the Term.
5. General Terms
5.1 The mechanical, synchronization, and performance rights granted to the Licensee shall include the right to:
a) enable the Licensee to: i) re-record the Work; ii) duplicate the Work; and iii) to release the Work in various formats and channels either as a stand-alone item or as part of a production of works. The formats and channels may include videos (online streaming or otherwise), films, CD-ROMs, DVDs. If the Licensee incorporates the Work in any software and online streaming the Work must be "embedded" so that the end user may not extract the Work;
b) the Licensee may present the Work as part of public broadcasts and public and/or listening opportunities whether as part of a production of works or as a stand-alone item and may include websites, video (online and offline) podcasts, multimedia productions, TV, DVDs and films; and
c) if suitable for such purpose, the Licensee may use the Work for soundtrack purposes in conjunction with visual images.
5.2 The License shall not at any time include any of the following rights:
a) the Licensee shall not claim authorship of the Work in any way, directly or by implication, or collaboration credit in any form;
b) the Licensee may not transfer, rent, sub-lease, assign or otherwise deal in the License;
c) except as expressly provided in Clause 5.1, the Licensee shall not copy or duplicate the Work for any purpose;
d) except as expressly provided, the Licensee shall not resell, trade or exploit the Work for profit or otherwise, whether as part of a production or as a stand-alone item;
e) the Licensee shall not allow any third party to use the Work in any way.
f) except as authorised in this Agreement, the Licensor shall retain all intellectual property rights in the Work and components thereof; and
g) the Licensee shall not make any changes to the Work.
5.3 The Licensee shall not be required to credit the Work to the Licensor in the Licensee’s productions.
6. Warranties and Undertakings
6.1 The Licensor hereby warrants and undertakes to the Licensee that he/she/it: a) has the authority and legal capacity to enter into this Agreement; b) is the sole and absolute owner of the Work and there is no third party interest in the Work; c) has the authority and power to grant the License without the consent of any other party; d) has not granted any license or any other rights in respect of the Work to any other party and no party is entitled to any such right in the future; and e) has not used the copyright and/or intellectual rights of any third party in the creation of the Work without consent or license.
6.2 The Licensee hereby warrants and undertakes to the Licensor that he/she/it: a) has the authority and legal capacity to enter into this Agreement: b) executes this Agreement as a principal and the License is intended solely for the benefit of the Licensee; c) will use the Work solely for the purposes stated in this Agreement; and d) has the financial resources to complete this Agreement and settle all amounts payable pursuant to this Agreement when due.
7. Indemnity and Limitation of Liability
7.1 The Licensor agrees to indemnify, defend, and hold the Licensee harmless from and against all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by the Licensee as a result of or in connection with: a) any breach of this Agreement by the Licensor; and b) any claim made on the Licensee by a third party on the basis that the Work breaches the copyright and/or intellectual property rights of the third party.
7.2 The Licensee agrees to indemnify, defend, and hold the Licensor harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by the Licensor as a result of or in connection with: a) any breach of this Agreement by the Licensee; b) any claim made on the Licensor by a third party on the basis of the Licensee’s use of the Work notwithstanding that such use may conform to the terms and conditions of this Agreement.
7.3 Except where compensation or indemnity is due from the Licensor to the Licensee due to the breach of third party copyrights and/or intellectual property in the creation of the Work, the liability of the Licensor to any party pursuant to this Agreement shall not be greater than the value of the License Fee and any other payments received from the Licensee.
This Agreement may be terminated if:
8.1 The Parties have performed their respective duties and obligations to each other pursuant to this Agreement.
8.2 The Parties by mutual consent in writing agree to terminate this Agreement;
8.3 If either Party is adjudged insolvent or bankrupt or an involuntary petition is filed against a Party, or on an assignment or appointment of a receiver, liquidator, or trustee of the assets of a Party, or the business of a Party is liquidated, dissolved or wound up.
8.4 If either Party breaches any provision in this Agreement, and the breach is not rectified within [Days] days after notice in writing to the breaching Party, then the Other Party may give written notice to immediately terminate this Agreement.
9. Entire Agreement
This Agreement represents the entire arrangement and understanding between the Parties. There are no other conditions, promises, representations or undertakings between the Parties whether oral or written.
The Parties agree that if any provision of this Agreement becomes invalid or unenforceable for any reason: a) the offending provision shall be removed; and b) the remaining provisions of this Agreement shall be unaffected and continue to be valid and enforceable for all purposes.
Any amendment to this Agreement must be mutually consented to by the Parties in writing.
A waiver of a breach of any term of this Agreement or of a default by any Party shall not constitute or be deemed to be a waiver of any other breach or default that may already have occurred, or which may occur. Unless consideration has been received, any such waiver shall not prevent the Party making the waiver from subsequently requiring compliance with the waived obligation or default.
13. Delays, Indulgences and Omissions
A delay or indulgence or omission in exercising any right, power or remedy shall not be construed as a waiver.
Any notice pursuant to this Agreement shall be in writing and may be sent by: (a) regular mail to the other Party at the address stated in this Agreement and shall be effective 2 days from the date of dispatch; or (b) if permitted in the jurisdiction, by email or other means of written/printed/displayed digital means of communication and such notice shall be deemed to be effective 24 hours after dispatch.
The provisions of this Agreement shall be binding on the respective successors and assigns and legal representatives of the Parties..
16. No Assignment
The Licensee shall not assign this Agreement in any form to any third party without the prior written consent of the Licensor.
The Parties agree that they shall each bear their own respective costs for the preparation and negotiation of this Agreement.
18. Force Majeure
The Parties shall not be liable to each other for any loss of damage that may arise out of a delay in the performance or non-performance of their respective obligations pursuant to the terms of this Agreement where the cause of the delay or non-performance is due to causes beyond the control of the Parties, including but limited to pandemic, epidemic, tempest, storm, flood, fire, sabotage, riots, civil unrest, acts and policies of any Federal or State government and/or their Agencies, power grid failure and Acts of God.
19. Applicable Law
This Agreement or any part of it shall be governed by, construed and interpreted in accordance with the laws of the State of [State] and shall be subject to the exclusive jurisdiction of the federal and state courts located in [County], [State].
User Note: When entering into a Licensing Agreement, the Licensor must be certain that the work being licensed does not in any way breach the copyrights and intellectual property rights of a third party. In such a situation, the Licensor could not only face liability to the Licensee but also to the third party. The Licensee should take all reasonable steps to conduct any necessary investigations to verify the claims made by the Licensor.
When determining what is being licensed, the Licensor should be as clear and detailed as possible about the subject matter. If there is any credit due to any third party for collaboration in or contribution to the work, this should be declared to the Licensee.
The Licensor should be clear about what rights are being licensed to the Licensee and should ensure that only the rights required are included. The Licensee will need to ensure that the rights included in the License are sufficient to cover the intended use of the licensed material.
This template is drafted on the basis that there will only be a one-off upfront payment. If there is a royalty or other payments involved, the appropriate changes will need to be made to reflect this.
The User Note is intended for guidance only and does not in any way constitute legal advice and Users should treat it accordingly.