Exclusive Beat License Agreement
This Exclusive Beat License Agreement (“Agreement”) is made and entered into as of the date first written above, by and between [LICENSOR NAME], residing at [LICENSOR ADDRESS] (“Licensor”), and [LICENSEE NAME], residing at [LICENSEE ADDRESS] (“Licensee”).
Introduction
This Exclusive Beat License Agreement (“Agreement”) sets forth the terms and conditions under which Licensor grants to Licensee a non-exclusive license to use a certain musical composition, including but not limited to the instrumental track, melody, and arrangement, (“Beat”), for a specific purpose and duration.
This Agreement is intended to provide a clear and comprehensive understanding of the rights and responsibilities of both Licensor and Licensee in relation to the Beat. The parties agree that this Agreement constitutes the entire agreement between them with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Licensee acknowledges that the Beat is a valuable intellectual property asset of Licensor and agrees to use the Beat in accordance with the terms and conditions of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name], without regard to its conflict of law provisions.
Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below⁚
- “Beat” means the musical composition, including but not limited to the instrumental track, melody, and arrangement, licensed to Licensee under this Agreement.
- “Licensee” means the individual or entity identified as such in the preamble to this Agreement.
- “Licensor” means the individual or entity identified as such in the preamble to this Agreement.
- “Music” means all musical works, including but not limited to songs, instrumental compositions, and sound effects, that are created or used by Licensee in connection with the Beat.
- “Project” means the specific work or project for which Licensee is granted the right to use the Beat under this Agreement.
- “Work” means any creative work, including but not limited to a song, album, video, or film, that incorporates the Beat.
Unless otherwise specified, all capitalized terms used in this Agreement shall have the meanings defined herein.
The singular form of any word shall include the plural form and vice versa.
Grant of License
In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor hereby grants to Licensee an exclusive, worldwide, non-transferable license (the “License”) to use the Beat in connection with the Project. This License is subject to the terms and conditions of this Agreement.
The License granted hereunder is limited to the following uses⁚
- The right to record, reproduce, and distribute the Beat in the Work;
- The right to perform the Work publicly, including but not limited to live performances, radio broadcasts, and online streaming;
- The right to use the Beat in connection with the Project, including but not limited to commercial and promotional activities.
Licensee shall have the right to modify, adapt, and arrange the Beat for use in the Work. However, Licensee shall not be permitted to create derivative works of the Beat that are materially different from the original composition.
Rights Granted
This Agreement grants Licensee the following rights in connection with the Beat⁚
- The right to use the Beat in the Work, subject to the terms and conditions of this Agreement.
- The right to reproduce, distribute, and perform the Work publicly, subject to the terms and conditions of this Agreement.
- The right to use the Beat in connection with the Project, including but not limited to commercial and promotional activities, subject to the terms and conditions of this Agreement.
- The right to modify, adapt, and arrange the Beat for use in the Work, subject to the terms and conditions of this Agreement.
- The right to sublicense the Beat to other parties, subject to the terms and conditions of this Agreement.
Licensee shall not have the right to use the Beat in any other manner than as expressly permitted by this Agreement. Licensee shall not have the right to assign or transfer this License without the prior written consent of Licensor.
Rights Reserved
Except as expressly granted in this Agreement, Licensor reserves all rights, title, and interest in and to the Beat, including but not limited to all copyrights, trademarks, and other intellectual property rights. Licensee acknowledges that Licensor retains all ownership of the Beat, and that this Agreement does not transfer any ownership of the Beat to Licensee. Licensee shall not have the right to use the Beat in any manner other than as expressly permitted by this Agreement. This Agreement does not grant Licensee any rights in or to the Beat beyond the rights expressly granted herein.
Licensee shall not have the right to⁚
- Use the Beat in any manner that infringes upon the rights of Licensor or any third party.
- Sell, lease, or otherwise transfer ownership of the Beat to any third party.
- Claim ownership of the Beat or any intellectual property rights therein.
- Use the Beat in any manner that is illegal or harmful.
Licensee agrees to comply with all applicable laws and regulations in connection with its use of the Beat.
Payment and Fees
In consideration of the rights granted hereunder, Licensee shall pay to Licensor the following fees (“Fees”)⁚
- A non-refundable fee of [AMOUNT] (the “License Fee”) upon execution of this Agreement.
- A royalty of [PERCENTAGE]% of all net revenues received by Licensee from the commercial exploitation of the Beat (the “Royalty Fee”).
The Royalty Fee shall be calculated as follows⁚
[DESCRIPTION OF ROYALTY CALCULATION METHOD]
Licensee shall submit to Licensor, within [NUMBER] days of the end of each [TIME PERIOD], a written statement of all net revenues received by Licensee from the commercial exploitation of the Beat during such period.
Licensee shall pay the Royalty Fee to Licensor within [NUMBER] days of the submission of the statement of net revenues.
All payments hereunder shall be made in [CURRENCY] and shall be sent to [LICENSOR’S ADDRESS] by [PAYMENT METHOD].
Licensee shall be responsible for all taxes, fees, or other charges associated with the payment of the Fees.
Term and Termination
This Agreement shall commence on the Effective Date and shall continue for a period of [NUMBER] years (the “Term”).
This Agreement may be terminated by either party upon [NUMBER] days’ written notice to the other party in the event of a material breach of this Agreement by the other party, which breach remains uncured for a period of [NUMBER] days following written notice thereof.
This Agreement may be terminated by either party upon [NUMBER] days’ written notice to the other party for any reason or no reason at all.
Upon termination of this Agreement for any reason, Licensee shall cease all use of the Beat and shall return to Licensor all copies of the Beat in its possession or control.
Upon termination of this Agreement, all rights granted to Licensee hereunder shall immediately revert to Licensor.
Termination of this Agreement shall not relieve Licensee of its obligations to pay any Fees due and owing to Licensor as of the date of termination.
Warranties and Disclaimers
Licensor warrants that it has the right to grant the License to Licensee. Licensor further warrants that the Beat does not infringe upon any third-party rights, including but not limited to copyrights, trademarks, and other intellectual property rights.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE BEAT IS PROVIDED “AS IS” AND LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE BEAT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE.
LICENSOR DOES NOT WARRANT THAT THE BEAT WILL BE ERROR-FREE OR THAT IT WILL MEET LICENSEE’S REQUIREMENTS. LICENSOR DOES NOT WARRANT THAT THE BEAT WILL BE COMPATIBLE WITH ANY PARTICULAR SOFTWARE OR HARDWARE. LICENSOR DOES NOT WARRANT THAT THE BEAT WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR THAT IT WILL BE FREE FROM INTERRUPTION, DEFECTS, OR ERRORS.
LICENSEE ACKNOWLEDGES THAT THE BEAT IS INTENDED FOR USE IN THE CREATION OF MUSICAL COMPOSITIONS AND THAT LICENSOR IS NOT RESPONSIBLE FOR THE USE OR MISUSE OF THE BEAT BY LICENSEE.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BEAT, OR THE USE OR MISUSE OF THE BEAT, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSOR’S TOTAL LIABILITY TO LICENSEE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BEAT, OR THE USE OR MISUSE OF THE BEAT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE BEAT.
LICENSEE ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS SECTION 9 ARE REASONABLE AND REFLECT A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES. LICENSEE FURTHER ACKNOWLEDGES THAT LICENSOR HAS PRICED THE BEAT IN CONSIDERATION OF THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9.
Indemnification
Licensee agrees to indemnify, defend, and hold harmless Licensor, its officers, directors, employees, agents, and representatives (collectively, “Licensor Indemnitees”) from and against any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to⁚
- Licensee’s use or misuse of the Beat, including any violation of any third-party rights;
- Licensee’s breach of this Agreement;
- Any claim or allegation that Licensee’s use of the Beat infringes upon the intellectual property rights of any third party.
Licensor shall have the right, at its sole discretion, to participate in the defense of any such claim or action, and any settlement of such claim or action shall be subject to the prior written consent of Licensor. Licensee shall cooperate fully with Licensor in the defense of any such claim or action.
Confidentiality
Each party agrees to hold in confidence all confidential information of the other party (“Confidential Information”) received during the term of this Agreement. Confidential Information includes, but is not limited to, the Beat, the terms of this Agreement, and any other information that is designated as confidential or that, under the circumstances, ought to be treated as confidential. Each party shall not disclose any Confidential Information to any third party without the prior written consent of the other party, except as required by law or court order. Each party shall take reasonable steps to protect the Confidential Information of the other party from unauthorized disclosure, use, or access. This confidentiality obligation shall survive the termination of this Agreement.
Notwithstanding the foregoing, neither party shall be obligated to treat as confidential any information that⁚
- was already in the public domain at the time of disclosure;
- becomes publicly available through no fault of the receiving party;
- is rightfully received by the receiving party from a third party without any obligation of confidentiality;
- is independently developed by the receiving party without the use of any Confidential Information of the other party.
Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws provisions. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. This Agreement may be amended only by a writing signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. This Agreement may be assigned by either party without the consent of the other party, provided that such assignment does not materially affect the other party’s rights under this Agreement. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.