WHEREAS [Musician.CompanyName or Musician.FirstName Musician.LastName] (“Musician”) has written and composed a piece of music or song (“Composition”) and owns the entire property in the Composition and all parts thereof, including all intellectual property, all copyright, all publishing rights and other rights to the Composition (“Composition”);
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 use the Composition and the Musician desires to grant a license to the Licensee for the use of the Composition exclusively for the purposes provided for in this Agreement and the Musician and the Licensee enter into this agreement (“Agreement”) for the purpose of setting out their arrangements for the licensing of the Composition.
IN CONSIDERATION of the mutual covenants and promises, the Musician and the Licensee (individually, each a “Party” and collectively, the “Parties”), each intending to be legally bound, covenant and agree as follows:
1. The Composition
The Composition is titled [Insert.CompositionTitle] and was entirely and exclusively composed by the Musician.
2. The Guarantee
2.1 The Musician without reservation guarantees (“Guarantee”) to the Licensee that he/she owns the entirety of the Composition and further that he/she absolutely owns and controls all rights represented in and by the Composition, including but not limited to the entire recordings and musical compositions comprised in the Composition 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 Composition as contemplated by the terms and conditions of this Agreement.
2.2 Except as disclosed in this Agreement, the Musician has not granted any licences or other rights of use of any kind, for profit or otherwise, to any third party.
2.3 The Musician 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 Musician pursuant to the Guarantee.
3. The License
3.1 The Musician grants to the Licensee in respect of the entire Composition without reservation, an non-exclusive, non-transferable, non-assignable, royalty-free worldwide irrevocable license to use the Composition specifically and to the extent authorized in this Agreement (“License”) and such uses shall include the right to reproduce, copy, create derivative works and synchronize the Composition and the Licensee shall be entitled to distribute such reproductions, creations, copies and derivative works in all mediums including but not limited to web, broadcast tv, pay per view, pay on demand, and live events.
3.2 The terms of the License shall be for a period of [Insert.Years] years commencing from the execution of this Agreement (“Term”) and payment of the license fee (“License Fee”).
3.3 The License granted pursuant to this Agreement shall not have any geographic restrictions.
4. License Fee
In consideration of being granted the License by the Musician, the Licensee hereby irrevocably agrees to pay to the Musician a one-time License Fee of [$Insert.License Fee] payable at the execution of this Agreement. Provided that the Licensee uses the Composition 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. License Terms and Conditions
5.1 Pursuant to the terms and conditions of this Agreement and the License, the Licensee shall not:
a) claim authorship of the Composition in any way, directly or by implication, or collaboration credit in any form;
b) transfer, rent, sub-lease, assign or otherwise deal in the License in any way;
c) not copy or duplicate the Composition for any purpose except as expressly provided in this Agreement;
d) not extract any part of the Composition for any purpose;
e) resell, trade or exploit the Composition for profit or otherwise, whether as part of a production or as a stand-alone item except as expressly provided in this Agreement;
f) allow any third party to use the Composition in any way;
g) shall not make any changes to the Composition;
h) not represent to any third party that the Licensee is the owner of the intellectual property in the Composition;
5.2 The Licensee shall be required to credit the Composition to the Musician in the Licensee’s productions or any other use of the Composition.
6. Warranties and Undertakings
6.1 The Musician hereby warrants and undertakes to the Licensee that he/she: a) has the authority and legal capacity to enter into this Agreement; b) is the sole and absolute owner of the Composition and there is no third party interest in the Composition; 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 Composition to any other party and no party is entitled to any such right in the future; e) has not used the copyright and/or intellectual rights of any third party in the creation of the Composition without consent or license; and f) no third party is entitled to any accreditation rights in any use of the Composition.
6.2 The Licensee hereby warrants and undertakes to the Musician 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 Composition 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 Musician 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 Musician; and b) any claim made on the Licensee by a third party on the basis that the Composition breaches the copyright and/or intellectual property rights of the third party.
7.2 The Licensee agrees to indemnify, defend, and hold the Musician harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by the Musician as a result of or in connection with: a) any breach of this Agreement by the Licensee; b) any claim made on the Musician by a third party on the basis of the Licensee’s use of the Composition 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 Musician to the Licensee due to the breach of third party copyrights and/or intellectual property in the creation of the Composition, the liability of the Musician 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 [Insert.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 Musician.
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 Musician must be certain that the work being licensed does not breach the copyrights and intellectual property rights of a third party. In such a situation, the Musician 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 Musician.
When determining what is being licensed, the Musician 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 Musician 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 are multiple payments and/or 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.