NON-EXCLUSIVE LICENSE AGREEMENT
AGREEMENT made and entered into on this herein below date between the undersigned LICENSOR (Output Productions) and the undersigned LICENSEE (__________________________) is as follows:
1. OWNER OF MUSICAL WORK (LICENSOR, Output Productions) warrants that LICENSOR is the owner, or has the right to grant licenses under Section 1-E of the Copyright Act of 1909, as amended, in connection with a certain musical composition:
Produced by: DreamKalibur at Output Productions
2. TRANSFER OF LICENSE
LICENSOR hereby grants LICENSEE the non-exclusive right to the music listed in paragraph 1 for use in record sales and internet downloads up to 2,500 copies, public performance, and demos. LICENSEE must register said musical work with THE AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS (ASCAP) prior to record sales, internet downloads and public performances. LICENSOR shall collect royalties from the sale of records, internet downloads, and public performances. LICENSOR retains the right to sell an exclusive license and/or non-exclusive licenses of said musical work. In the event that LICENSOR sells an exclusive license of said musical work, LICENSEE’s rights shall stand for the duration of LICENSEE’s non-exclusive license. The lease agreement for the non-exclusive recording shall be based on the actual purchase price for production of a two-track master mp3 to LICENSEE’s reasonable satisfaction.
3. LICENSOR LABEL RIGHTS.
LICENSEE shall list on all record labels the LICENSOR’s name followed by LICENSOR’s performance rights society affiliation (as applicable) for said music composition produced by LICENSOR.
4. LICENSE GRANTS THE LICENSEE THE FOLLOWING RIGHTS
License grants the LICENSEE the right to use said musical work for one commercial recording with vocal synchronization in record sales, public performances, and demo purposes. LICENSEE is not granted the right to sell the license. LICENSEE is not granted the right to sync said musical work to motion picture. LICENSEE is allowed to sell a maximum of 2,500 copies of material containing said musical work.
5. DURATION OF LICENSE
The license shall be granted for a term of (1) year, after which LICENSEE must purchase a new license in order to exercise the rights defined in paragraph four (4). At that time, if the LICENSEE does not purchase a new license and intends on exercising rights in paragraph four (4), LICENSOR will be free to exercise its Rights under paragraph seven (7) below.
6. REPRODUCTION RIGHTS
LICENSOR does not grant LICENSEE, under any circumstances, the legal right to reproduce, or alter the original musical compositions produced by LICENSOR in any way, unless LICENSOR gives his written consent.
7. INJUNCTIVE RELIEF/EXTRAORDINARY REMEDY
The LICENSEE understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this agreement may cause the LICENSOR irreparable harm, the amount of which may be difficult to immediately ascertain and, therefore, agrees that LICENSOR shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure, misappropriation, or wrongful and unauthorized use, and for such other relief as the LICENSOR shall deem appropriate. Such right of LICENSOR shall be in addition to remedies otherwise available to the LICENSOR at law or in equity.
8. BINDING AGREEMENT
This Agreement and the LICENSEE’s obligations hereunder shall be binding on the representatives, assigns and successors of the LICENSEE and shall inure to the benefits of the assigns and successors of LICENSOR.
9. JURISDICTION/VENUE/FORUM FOR DISPUTE
This Agreement shall be governed by and construed in accordance with the laws of the State of California and both parties hereto specifically agree that the commencement of any litigation to enforce and or interpret any aspect of this Agreement may only take place in the appropriate court in Alameda County California.
10. ATTORNEY FEES & COST OF LITIGATION
If any action at law or equity or any other proceeding is commenced pursuant to paragraph 11 below, LICENSOR, as prevailing party, in any amount, in any such litigation or action shall be entitled to reasonable attorney fees and related costs of such action.
11. COMPLETE & SOLE AGREEMENT
This Agreement constitutes the sole understanding of the parties about the subject matter hereof and may not be amended or otherwise modified except in writing by each of the parties to the Agreement;
12. INVALID PROVISION
If any provisions of this Agreement shall be deemed invalid or unenforceable for any reason, such invalidity or unenforceability shall solely attach to such provision and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.
13. LICENSOR/LICENSEE ACKNOWLEDGEMENT
LICENSOR and LICENSEE acknowledge and agree that this agreement between them may not cover every situation and circumstance that may arise in the future concerning the Recordings. In such event, LICENSOR and LICENSEE agree to discuss and negotiate any such situation or circumstance in good faith, toward the goal of reaching a mutually satisfactory resolution thereof, consistent with the spirit and intent of this agreement.
Output Productions (“LICENSOR”) DATE