MADSTREET ENTERTAINMENT Content License Agreement/Digital Distribution
/ PARTNERS GROUP/EMPIRE
This License Agreement (“Agreement”) is made as of _______________________, (the “Effective Date”) by and between Madstreet Entertainment_____________________________ (“Company”) and _____________________________________________________ (“Owner”) with respect to Owner’s ownership of master recordings and content listed on Exhibit “A” (the “Content”) and of the “Materials” (as defined below).
In consideration of the following mutual promises, covenants, and conditions, the parties agree as follows:
1. TERM: The term shall be for a period in perpetuity (“Term”).
2. RIGHTS: Owner exclusively licenses to Company throughout the world (“Territory”), the Content for distribution and exploitation as follows:
(a)You hereby grant Madstreet Entertainment and their partners/Empire. the exclusive worldwide right to create and distribute digital, electronic and mobile copies
of the Content and Materials, to embody the Content and Materials on compilations, to distribute, sell, and publicly perform the Content and Materials via electronic, digital and mobile platforms, including without limitation, ring tones, wallpaper, video tones, true tones, ring back tones, mobile tones, streaming, and promotional uses and to make the Content and Materials available to third parties. Such rights shall also include, but are not limited to, the rights for unrestricted downloads, compact disc burns, restricted/tethered downloads, on-demand interactive streams, interactive radio, non-interactive radio (voluntary and compulsory) and the servicing of any and all other existing and to be developed digital and mobile delivery systems.
(b) the exclusive worldwide right to use and exploit the Content and the Materials in any and all medium, know known or hereinafter devised, including, but not limited to the sale, exploitation, marketing and advertising of phonograph records in any and all formats and configurations.
(b) the exclusive worldwide right to sell, license, advertise or otherwise use the Content and Material in synchronization with video, film and/or other visual images for use in motion pictures, television, webcasting and commercials.
3. CORRESPONDING RIGHTS: In order for Company to provide marketing and licensing services hereunder, Owner grants Company the right to:
(a) Release, advertise and sell electronic files or equivalent electronic form(s) of the Content and to permit others to do so, under the trademark “Company” or under any trademark used by Company or its licensees;
(b) Publicly perform the Content on a free basis, via electronic or terrestrial radio broadcast or otherwise. Owner hereby acknowledges that Company shall be exempt from any payments of public performance royalties otherwise due owners of sound recordings or digital performances if such use is for promotional purposes. Owner hereby appoints and designates Company as its agent for the collection of public performance royalties, if any, in connection with the digital public performance of the Content.
(c) Print, publish, disseminate and otherwise use and permit others to use artist’s, performer’s and producer’s names (both legal and professional, whether presently or hereafter used), likenesses, photographs, other identifications, biographical material and artwork associated with the Content (“Materials”) concerning them, Owner and the Content, for purposes of trade, advertising, and other exploitations in connection with the marketing, sale and exploitation of the Content, or separately, or to refrain from the same. Company shall have the right to permit its successors, licensees, designees, assigns the right to use the Materials.
(d) Collect, administer and distribute royalties due Owner from all compulsory digital sound recording licenses, including non-interactive radio webcasting royalties from Sound Exchange (and any other authorized organization or successor thereto) and Audio Home Recording Act royalties from the AARC (and any other authorized organization or successor thereto).
4. PAYMENT AND ACCOUNTING: Company shall pay Owner 80% of all Net Revenues, as defined below, to be paid to Owner within sixty (60) days after the end of each calendar quarter. Net Revenues shall mean gross revenues received by Company that are derived solely from the Content and Materials, less sales, excise or use taxes, export duties and/or any other government taxes or surcharges imposed on Company, manufacturing costs, third party distribution fees, license and/or conversation costs, and mechanical royalties, and public performance royalties, if any. Owner’s share of the Net Revenue shall be inclusive of all, mechanical royalties payable to songwriters and music publishers, all artist royalties, producer royalties and any other third party royalties payable, to individuals or others whose performance is embodied in the Content or whose musical composition is embodied in the Content.
All statements shall be binding upon Owner and not subject to objection by Owner unless specific objection in writing, stating the basis thereof, is given to Company within one (1) year after the date rendered. Owner shall have two (2) years from the date each statement is rendered to conduct an inspection. All such inspections shall be made upon prior written notice to Company at least thirty (30) days prior to the date Owner intends to conduct such inspection.
5. REPRESENTATIONS AND WARRANTIES: Owner warrants, represents and agrees that: (i) Owner has the right and power to enter into and fully perform all of its obligations under this Agreement; (ii) Owner has the authority and right to provide Company with the right to utilize the Content and Materials throughout the Term and throughout the Territory; (iii) Company’s use of the Content and Materials will not infringe upon any third party copyright, trademark, patent, trade secret, or other third party proprietary, intellectual property, or contractual or other right; (iv) No agreement of any kind previously entered into by Owner or entered into by Owner after the date of this Agreement will interfere in any manner with the complete performance by Owner of this Agreement; or interfere with the rights granted by Owner to Company herein including, but not limited to, the representation rights to the Content and Materials, or any agreement entered into by Company with a third party concerning the licensing and/or representation of the Content and Materials, and (v) Owner shall be solely responsible for the payment of any and all of the following: (a) all fees, income, monies, royalties or any other compensation due artists, producers, copyright owners, and all other third persons whose performance is embodied in the Content and Materials or is otherwise involved in the creation of the Content and Materials; (b), all mechanical royalties payable to publishers, publishing administrators, writers and co-writers of musical compositions that are included in the Content; (c) all payments that may be required under any collective bargaining agreements applicable to the master sound recordings and musical compositions that comprise the Content; and (d) any other fees, compensation, royalties or other monies due and or payable with respect to the artwork, metadata, trademarks and logos in the Content or Materials.
Owner hereby indemnifies and holds Company harmless from any and all claims, demands, causes of action, debts or liabilities, including costs and reasonable attorney's fees, paid or incurred by reason of the Owner’s breach of the representations and warranties made by Owner. Upon receipt of such claim or demand, Company shall have the right to withhold payments to Owner in an amount reasonably related to such claim or demand.
6. HOLDBACK: Owner agrees that during the first twelve months of the Term, that the individual recording artist whose featured performances are embodied in the Content shall not release, for commercial or promotional purposes, any other master recordings or video recordings embodying such artist’s performances.
7. MISCELLANEOUS PROVISIONS: Owner may not assign this Agreement or its rights and responsibilities under this Agreement, without the prior written consent of Company. Company shall have the right to assign this Agreement or any of Company's rights and obligations hereunder, in whole or in part, and any rights and obligations so assigned may also be assigned by the assignee. Company shall also have the right to assign any of its rights hereunder to any of its licensees in order to effectuate the purposes hereof. This Agreement will be construed in accordance with the laws of the State of California, except that State's choice of law provisions. If any provision of this Agreement is deemed unenforceable or void, the balance of this Agreement shall remain in full force and effect. Owner warrants that Owner has not been induced to execute this Agreement by any agreements or statements made by Company or its representatives as to the nature or extent of Company’s proposed exercise of any of the rights, licenses, or privileges granted to Company by this Agreement. A waiver by either party of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future or any subsequent breach thereof. All remedies, rights, undertakings, obligations or agreements contained in this Agreement will be cumulative and none of them will limit any other remedy, right, undertaking, obligation or agreement of either party. This Agreement constitutes the entire agreement between Company and Owner relating to its subject matter, and supersedes all prior agreements between Company and Owner, whether oral or written, relating to its subject matter, and may not be modified except in writing signed by both parties. Notice may be given by any of the following methods and shall be deemed to have been received: upon personal delivery; if sent by fax, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing; by email or other electronic transmission. If any action or proceeding is commenced under this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set out below.
By: __________________ By: ___________________
An authorized signer An authorized signer
CONTENT LICENSE AGREEMENT
Company RECORDS AND _____________