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EXCLUSIVE TRACK LICENSE

THIS AGREEMENT is made and entered into as of this _______ day of ______________, 20___

____________________________________________________________ ______________________________ (hereinafter referred to as “Licensee.”)

___________________________________________________________ _______________________________ (hereinafter referred to as “Licensor.”)

It is the desire of Licensee to use that certain master recording (hereinafter referred to as the "Master") embodying the performance of the _____________________________ (hereinafter referred to as the "Artist") of the musical composition "_______________________________________________" (hereinafter referred to as the "Composition") in conjunction with one of Licensee’s own personal vocal arrangement (hereinafter referred to as the "Work").

1. In consideration of the mutual covenants set forth herein, Licensor hereby grants to Licensee the EXCLUSIVE, irrevocable right to record, dub, adapt and synchronize the Composition in whole or in part into and with the Work, and to exhibit, distribute, exploit, market and perform the Composition embodied with the Work. Licensor is still the owner of the copyright. As a result of this agreement, the Licensee hereby guarantees that the Licensor shall receive _________% of all commercial earnings made on the Work.

2. In full consideration of the right herein granted to Licensee, Licensee agrees to pay the Licensor the sum of $ ___________ for the Composition(s) given to him/her.

3. Licensor warrants and represents that it is up to licensee to have obtained all the necessary consents, approvals, sample clearances and permissions, if any, required to allow Licensee to fully exploit the Composition as provided herein, including, without limitation, clearances from any artists, publishers, administrators, writers and/or composers.

4. Upon signing, the Licensee agrees to the complete responsibility regarding the failure of obtaining all necessary approvals, consents, sample clearances and permissions, and is responsible for paying all fees that may occur as a result to those failures.

5. Nothing herein contained shall be deemed to obligate Licensee to use the Master, or to produce, exhibit, exploit, distribute or broadcast the Work, and Licensee shall have fulfilled its entire obligation by payment of the sum provided in paragraph.

6. In the event each or any Composition is used within the work:

(a) Licensee agrees to include with any and all distributed copies of the Work; a written credit citing the name of the Licensor.

(b) Any casual, inadvertent, unavoidable or unintentional failure to give such credit, due to exigencies of time or otherwise, shall be seemed a breach hereof. Licensee shall not be liable for the acts or omission of third persons in such connection. (Name of song_______________________________________________ and produced by ______________ for ________________________.)

7. Licensor agrees to supply Licensee with the Composition as an mp3 , in addition to all of the individual track stems that make up the composition therein. The indvidual track stems will be encoded as 16 bit, 44.1 kHz (.wav) stereo tracks.

8. Licensor warrants that the Licensor is the exclusive owner or controller of the Master and that Licensor has the right to enter into this agreement and to grant the Licensee each and every right granted to Licensee herein.

9. Each party (the “Indemnifier”) agrees to indemnify the other party (the “Indemnified”) including its successors in interest, assigns, licensees, affiliates, officers, employees and agents, harmless for all claims, actions, damages, liabilities, losses, costs and/or expenses, including the reasonable attorney’s fee, resulting from any breach of this contract. Such indemnified shall send written notice to the Indemnifier of any such claim, and the Indemnifier shall have the right to participate in the defense of any such claim. The Indemnifier shall not settle any such claim without receiving the prior written consent of the Indemnifier. Such written consent shall not be unreasonably withheld.

10. Licensee may not transfer nor assign this license or all or any of its rights hereunder.

11. This agreement constitutes the entire agreement between Licensee and Licensors and cannot be altered, modified, amended or waived in whole or in part, except by a written instrumental signed by the parties sought to be bound. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such voice, invalid or inoperative provision had not been contained herein. This agreement shall be governed by and construed in accordance with the laws of the State of Florida.

12. In no event shall Licensor have fewer rights than a member of the public would have in the absence of this agreement. If the foregoing correctly reflects the mutual understanding between the parties hereto, please indicate by signing below.

13. The “Territory” shall be defined herein as the universe.

14. With respect that music could be used for commercial exploitation of any Music licensed by Licensee to third parties in accordance with the terms of this

Agreement, Licensee shall pay to Licensor a sum equal to __________% of the Licensee’s Net Receipts (as hereinafter defined) received by Licensee from the exploitation of such Music. For the purpose of this Agreement, “Net Receipts” shall mean the total of all monies actually received by the Licensee directly and exclusively from the Composition embodied with the Work, throughout the territory, after the deduction of all costs, fees, and expenses incurred by Licensee in connection with the exploitation of the Composition embodied with the Work.

15. Licensor owns and controls one-hundred percent (100%) of the Music, including, but not limited to, the sound recording copyright(s) and musical composition(s) therein, and any and all other rights in the Music throughout the territory.

16. Licensor warrants and represents that neither the Music nor any use of Music by Licensee or its assigns will violate or infringe upon the rights of any person or third party.

17. Licensor and Licensee represent and warrant that each of Licensor and Licensee have been advised of their respective rights by legal counsel of each of Licensor’s and Licensee’s respective choosing in connection with negotiation, preparation and execution of this agreement, and that each of Licensor and Licensee are not entering into this Agreement on reliance on representations or advice of the other party executing this Agreement. Licensor hereby acknowledges and agrees that Licensor has had the right and been given the unrestricted opportunity to seek the advice and counsel of an attorney of your own choosing for this agreement. If Licensor decides not to seek independent legal counsel, Licensor’s decision not to seek the advice independent legal counsel of an attorney is a decision made by Licensor voluntarily, and shall not affect the validity or enforcement of this agreement. Licensor represents and warrants that Licensor is not relying upon the advice or counsel of any person executing this agreement. Or any employee or Licensee, agent of Licensee or any other person otherwise connected with Licensee.

18. This agreement has been entered into the state of FLORIDA, and the validity, interpretation and legal effect of this agreement shall be governed by the laws of the UNITED STATES applicable to contracts entered into and

performed entirely within the United States. The US Courts, only, will have jurisdiction of any controversies regarding this agreement and any action or other proceeding which involves such a controversy will be brought in the courts located within the STATE OF FLORIDA, and not elsewhere. Furthermore, these rules shall apply to all countries that fall within the regulations of at least one of the following conventions: • BAC • Berne • Bilateral • Phonograms • SAT • UCC Geneva • UCC Paris • WCT • WPPT • WTO Legal jurisdiction will only be brought to court in __________, the originating country of this composition, when stated to fall under the copyright regulations, stated within circular 38a of the US copyright office.

19. This agreement sets forth the entire agreement between the Licensor and Licensee with respect to the subject matter hereof and shall not be changed, modified, amended or canceled except by an instrument signed by both parties. Licensor and Licensee shall not be in breach of any of their obligations hereunder unless and until one party gives written notice to the other party and such party fails to cure any such breach prior to fourteen (14) days after the reception of such written notice.

By signing, I herein have read and understood this agreement, and take total responsibility for its content.

Licensee: ________________________________________ Date___________________

Licensor: ________________________________________ Date___________________

If Licensee or Licensor are minors, a guardian must sign below.

Licensee guardian:_________________________________ Date__________________

Licensor guardian:_________________________________ Date__________________