Master Use License Agreement
This Master Use License Agreement (the "Agreement") is entered into on (the "Effective Date") by and between
, an individual having their usual place of living at ,
(hereinafter referred to as the "Licensor") and
, an individual having their usual place of living at (hereinafter referred to as the "Producer" or the "Licensee"), collectively referred to as the "Parties" and individually as the "Party".
WHEREAS the Producer wishes to obtain from the Licensor a license to use the musical composition connected with its activities;
WHEREAS the Parties acknowledge that this Agreement is subject to the United States Copyright Act and other applicable laws and regulations.
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein and upon other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties have agreed as follows:
SUBJECT OF THE AGREEMENT. Under this Agreement, the Licensor grants the Producer a license to use musical composition (the "Composition") in the subject to the following terms and conditions:
Type of the license. The license under this Agreement is exclusive. The Producer can use the Composition exclusively, and the Licensor is prohibited from using the Composition and granting similar licenses to the Composition to other parties.
Territory. The license granted hereunder is limited to the use of the Composition in unless otherwise agreed upon by the Parties in writing.
Term of the license. The license is granted for the period of starting from .
Other. .
Rights granted. The license granted hereunder includes the following rights regarding the Composition (the "Rights Granted"):
According to this Agreement, the Producer is entitled to issue the sublicense to the third parties regarding the usage of the Composition, which is the subject of the present Agreement, without obtaining prior written consent from the Licensor.
PAYMENT TERMS AND PROCEDURE. The Producer undertakes to pay the Licensor the fee for the use of the Composition in accordance with the terms of this Agreement and the following provisions:
Calculation of compensation. The Producer agrees to pay the Licensor a royalty (the "Royalty") of % on all gross revenues derived from the use of the Composition under this Agreement. The Producer shall pay the Licensor the Royalty due under this Agreement within (the "Due Date") after the end of each calendar quarter during the term of this Agreement. The Producer shall provide the Licensor with a Royalty calculation report payable under this Agreement along with the payment indicated above. The report shall include a detailed accounting of all gross revenues derived from using the Composition during the specified calendar period.
Late payment. If the Producer fails to make any payment under this Agreement on the Due Date, the Licensor shall be entitled to charge interest on the unpaid amount of % per month.
Payment method. The Producer shall pay the Licensor by cash.
OBLIGATIONS OF THE PARTIES. The Producer is solely responsible for obtaining all permissions, consents, and licenses necessary to use the Composition following the terms of this Agreement. The Producer shall comply with all applicable laws, regulations, and industry standards connected with the use of the Composition. The Producer shall not infringe third-party rights, including intellectual property rights, while using the Composition. The Producer shall submit timely reports, refrain from making changes or modifications to the Composition that have not been discussed in this Agreement, and inform the Licensor about any infringement of the intellectual property rights by third parties.
The Licensor undertakes to provide the Producer with any information that may be reasonably requested by the Producer for the use of the Composition following this Agreement. The Licensor shall take all reasonable measures to maintain the validity of the rights granted to the Composition and inform the Producer about any violations of the Producer's intellectual property rights by third parties.
The Parties commit to cooperative efforts in good faith to enhance and market the Composition, aiming to maximize its commercial potential. The Parties shall consult with each other on all material aspects related to the use of the Composition.
The Licensor is entitled to control the use of the Composition and carry out periodic inspections to ensure compliance with the terms of this Agreement and prevent any infringement on its intellectual property rights. The Producer is obligated to provide the Licensor with all necessary information in connection with such inspections.
NON-COMPETE. During the term of this Agreement and for years thereafter, either Party hereby agrees not to engage directly or indirectly in competition in any way with another Party by using the Composition.
WARRANTIES AND REPRESENTATIONS. The Licensor represents and warrants:
- The Licensor is the sole and exclusive owner of the Composition and has full right, power, and authority to grant the license to the Producer;
- The Composition does not infringe the intellectual property rights of any third party;
- The Composition is free from claims, liens, encumbrances, and adverse rights or interests;
- The Licensor has disclosed all relevant information regarding the Composition to the Producer.
The Producer represents and warrants:
- The Producer has the full power, capacity, and right to enter into this Agreement;
- All necessary corporate actions have been taken to authorize the Producer to enter into this Agreement and be legally bound by its terms.
LIABILITY AND INDEMNIFICATION. The Licensor shall not be liable for any indirect, special, punitive, or consequential damages resulting from or related to the use of the Composition by the Producer under this Agreement.
The Licensor shall indemnify and hold the Producer harmless from and against any claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of the Licensor's warranties or representations. The obligation of the Licensor to indemnify and hold harmless the Producer shall be limited to the actual damages suffered by the Producer as a result of any breach of the Licensor's warranties or representations.
The Producer shall indemnify and hold the Licensor harmless from and against any claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of the Producer's obligations hereunder or any claim that the use or exploitation of the Composition by the Producer infringes the intellectual property rights of any third party.
Either Party shall promptly notify the second Party of any claim or action asserted against the Licensor in connection with the use of the Composition, and the second Party shall have the right to control the defense of any such claim or action.
TERM AND TERMINATION OF THE AGREEMENT. This Agreement and specified license shall commence on the Effective Date and shall continue until unless otherwise agreed by the Parties under the terms of this Agreement.
Either Party may terminate this Agreement at any time by giving the other Party days prior written notice.
The Producer may immediately terminate this Agreement if the Licensor fails to perform the warranties under this Agreement.
The Licensor may immediately terminate this Agreement in case of a material breach by the Producer, specifically concerning payment terms and failure to cure such breach within days of receiving written notice from the other Party.
Either Party may terminate this Agreement immediately upon providing written notice to the other Party if the other Party becomes insolvent or files for bankruptcy
Upon termination of this Agreement, the Producer shall immediately cease all use of the Composition and return or destroy all copies of the Composition.
NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered personally or by certified mail, return receipt requested, to the address outlined in the opening paragraph or to such other address as one Party may have furnished to the other Party in writing, or to emails set forth below:
If to the Producer: .
If to the Licensor: .
CONFIDENTIALITY. The Parties agree to keep all information disclosed during this Agreement confidential and not to share such information with any third party unless required by law. The Parties agree not to use the confidential information for any purpose other than what is necessary to fulfill their obligations under this Agreement.
This confidentiality clause shall remain in effect after the termination or expiration of this Agreement.
FORCE MAJEURE. Neither Party shall be liable for any failure to perform or delay in performing the obligations under this Agreement if such failure or delay is caused by events of force majeure, including but not limited to acts of God, war, terrorism, strikes, lockouts, labor disputes, pandemics, epidemics, governmental regulations, or any other similar causes beyond the reasonable control of the affected Party.
In the case of force majeure, the affected Party shall immediately notify the other Party in writing and provide the other Party with reasonable evidence of the reason for the delay or inability to perform the obligations. The Party affected by force majeure shall endeavor to mitigate the consequences of such circumstances and resume the performance of its obligations as soon as possible after the circumstances cease to exist.
If the force majeure circumstances last more than days, either Party may terminate this Agreement by giving written notice to the other Party. In this case, neither Party shall be liable to the other Party for any damages arising from the termination of this Agreement.
GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be governed by and interpreted following the laws of the State of , and any disputes arising out of or in connection with this Agreement shall be exclusively resolved by the courts of the State of .
SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
ASSIGNMENT. Neither Party may assign or transfer this Agreement without obtaining prior written consent from the non-assigning Party, which approval shall not be unreasonably withheld.
ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the Parties and supersedes any prior oral or written agreements.
WAIVER. The failure of any Party to enforce a particular provision of this Agreement shall not constitute a waiver of their right to enforce that provision in the future.
AMENDMENTS. This Agreement may be amended or modified only by a written agreement signed by both Parties. Any amendments to this Agreement shall be binding if they are in writing and executed by both Parties.
BINDING EFFECT. This Agreement shall be binding upon the Parties and their respective successors and assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
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