NON-EXCLUSIVE LICENSING AGREEMENT BASIC PLAN
This is a non-exclusive music licensing agreement between Producer – Eric Isles (“Licensor”) and Licensee.
Licensee is the contracting party who enters into this agreement by remitting payment to Licensor.
WHEREAS, Licensee is entering into this agreement for the purchase of a limited license for a work of musical production and composition.
WHEREAS, the purpose of purchasing this work of musical production and composition is to combine it with lyrics, vocals, and other elements to create a new song, and derivative work as defined in the U.S. Copyright Act.
WHEREAS, Licensee understands that a violation of the license granted hereunder is a copyright violation to which statutory damages ranging from $750-$30,000 will be due and owing.
WHEREAS, both Licensor and Licensee agree that adequate consideration has been given, and that Licensor and Licensee have evidenced a desire to be bound by the terms herein.
WHEREAS, Licensee is of sound mind, competent condition, and has had the opportunity to have its legal representative review the terms prior to entering into this agreement.
Musical Works – musical compositions, beats, stems, loops, or other musical works of authorship created by Licensor that will be licensed according to the terms herein.
New Song – Musical Works combined with Licensee’s or other Artist’s works of musical expression formatted according to industry standards and recognized as a song.
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Terms
Purchase Fee
Licensee will pay $50.00 USD for the limited licensing rights to use and commercially exploit the Musical Works according to the terms herein. Payment will be remitted in full prior to licensing rights being granted, unless otherwise stipulated by Licensor. Payment is nonrefundable regardless of use of Musical Works.
Term
Licensee is granted a limited license for Musical Works that are licensed according to the terms hereunder, for a predetermined amount of uses, downloads, streams, and/or broadcasts. The term is limited to ten (10) years from the date of purchase, regardless of remaining uses, downloads, streams, broadcasts, etc.
Location
The limited license in this agreement provides rights that extend throughout the world.
Delivery
Once payment has been received, the selected Musical Works will be released to Licensee. The Musical Works will be released as follows:
• MP3 • .WAV
Rights Granted
The Musical Works in this agreement refer to works of creative expression reduced in a tangible medium. These works are afforded all copyrights due and owed from such an expression. The license granted hereunder allows for licensee to utilize, manipulate, alter, add to, and otherwise combine, the Musical Works with other lyrics, vocals, samples, sounds, tempos, melodies, ad-libs, or other works of expression in order to create a New Song. Upon creation of New Song, according to the license terms herein, the New Song may be published, and exploited publicly and commercially according to the terms below.
Upon payment, licensor grants to licensee the following limited, non-exclusive, non- transferable rights:
Public Performance Rights; Reproduction and Distribution; Mechanical Rights; Reproduction and Distribution, and Public Performance for Digital Interactive; Public Performance for Non-Digital Interactive; Sync.
The limitations on the aforementioned rights are as follows:
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Physical and Digital Sales – Maximum of 2,000 copies
Digital Streams – Maximum of 50,000 across all platforms
Video Views – Maximum of 50,000 views
Radio Broadcasts – Maximum of 1 station
Sync – Maximum of 1 licensed engagement.
License Information
Should Licensee wish to register its interests and rights to the underlying composition of the New Song with its Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer (“Eric Isles for Uplifted Productions, LLC”) wrote and owns 50% of the composition in the New Song and is the owner of 50% of the Publisher’s share of the New Song.
The following licensing information should be used whenever any New Song is created and exploited, released, published, publicly.
Composition:
Writer’s Share
– Licensee (50%)
– Licensor (50%) (BMI Eric R Isles – Writer Affiliate # 551070293, IPI: 00128458754)
Publisher’s Share
– Licensee (50%)
– Licensor (50%) (BMI Music Nation – Publ. Affiliate # 3364998, IPI: 00400302832)
Sound Recording**:
Artist’s Share
– Licensee (80%)
– Licensor (20%) (SoundExchange* Uplifted Productions, LLC – Acct. #1000001090)
Collection Agency Information
BMI – Eric R Isles – Writer Affiliate # 551070293, IPI: 00128458754
BMI – Music Nation – Publisher Affiliate # 3364998, IPI: 00400302832
SoundExchange (LOD)* – Uplifted Productions, L.L.C. – Account # 1000001090
Harry Fox – Eric Isles # P4365U
Harry Fox – Music Nation – Music Publisher # P4365V
*Licensee agrees to issue a Letter of Direction to SoundExchange on Licensor’s behalf, using the above collection agency information, for collection of sound recording performance royalties.
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**Licensee agrees to provide payment of royalties, or direct payment of royalties to Producer on any distribution site (TuneCore, DistroKid, CDBaby, etc) that the New Song is exploited commercially.
License Restrictions
No Resale of the Musical Works. Any sale of the Musical Works in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for monetary damages, including but not limited to, forfeiting all gross sales in connection with the sale of the Musical Works, and also, proceeds, earnings, profits, made by the bona fide purchaser and the Musical Works’ use thereafter. Nothing in this section or Agreement prevents or precludes Licensor from enjoining Licensee should a breach of this Agreement have occurred.
Licensee shall not have the right to license or sublicense any use of the Musical Works or of the New Song, in whole or in part, for any “samples” as understood in the industry. If Licensee commercially exploits the Musical Works or New Song outside of the manner, amount, and time expressly provided for in this Agreement, Licensee shall be liable to Licensor for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Musical Works and/or New Song. Such use, will be a copyright violation, subject to all recourse stemming therefrom.
Licensee may not register or attempt to register the New Song and/or the Musical Works with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Musical Works shall be strictly held by Licensor. Licensee will, upon request, execute, acknowledge and deliver to Licensor such additional documents as Licensor may deem necessary to evidence and effectuate Licensor’s rights hereunder, and Licensee hereby grants to Licensor the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office.
Licensee is expressly prohibited from registering the musical works and/or new song with any content identification system, or service provider, that serves to remove or flag content for copyright violations.
Licensee is prohibited from any illegal activity in relation to this Agreement, and the Musical Works licensed hereunder.
Ownership
Musical Works licensed hereunder may be combined with other works of musical expression to create an independent song – New Song. Musical Works are, and will remain throughout the period of the license, wholly owned by Licensor. At no time, will the ownership of the Musical Works have changed ownership. Licensee is granted the limited license to merge the Musical Works into a unitary whole, and commercially exploit same, for a limited time and/or capacity as defined above.
Licensee understands that this license is non-exclusive, non-transferable, non-assignable. Licensor shall continue to license the Musical Works upon the same or similar terms and conditions as this
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Agreement to other third-party licensees. Licensor is and shall remain the sole owner and holder of all rights, title, and interest in the Musical Works, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor.
Notwithstanding the Musical Works, and New Song, Licensee retains ownership in all aspects for work that it independently creates, including lyrics, ad-libs, voiceovers, sound effects, etc.
Reversion
Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time upon written notice to Licensee.
In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the public.
Credit
As is customary, any credit to be included for co-creators, and/or producers, should include a credit to the following:
Produced by: Eric Isles for Uplifted Productions, LLC
Miscellaneous
This agreement has been entered into in, and is to be interpreted in accordance with the laws of the State of New York. All legal actions or proceedings seeking the interpretation and/or enforcement of this agreement shall be brought in the State or Federal Courts located in Westchester County. All parties herby submitting themselves to the jurisdiction of such courts for such purpose. The prevailing party to any dispute relating to the terms of this agreement shall be entitled to reasonable attorney’s fees and costs incurred.
Licensee agrees to indemnify and hold harmless Licensor for any and all legal claims, causes of action, lawsuits, etc., that relate to, or are brought because of, the engagement hereof. Licensee will pay all costs and fees, including attorney’s fees. Licensee agrees to hold Licensor harmless from any and all third party claims, liabilities, costs, losses, damages or expenses, and shall hold Licensor, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder.
If any paragraph, section, clause, or term, of this agreement is found to be unenforceable, the remaining paragraphs, sections, clauses, and/or terms, shall be unaffected and shall remain in full force and effect.
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This agreement shall be binding upon, and inure to the benefit of, the successors, assigns, heirs and personal representatives of Licensor and Licensee. Any rights or restrictions shall not be altered should one or both of the parties to this Agreement become dead or incapacitated. Amendment to this agreement for purposes of assignment, additional uses, or any other matter, must be agreed to in writing by Producer, and new and adequate consideration must be provided.
Licensee hereby agrees that Licensor has not made any guarantees or promises that the Musical Works fit the particular creative use or musical purpose intended or desired by the Licensee. The Musical Works, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
This is the final agreement between the parties regarding this matter. This agreement replaces and supersedes any and all prior negotiations, understandings and agreements between the parties hereto, with respect to the subject matter hereof.
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