SYNCHRONIZATION AND MASTER RECORDING LICENSE
Agreement made as of ______(today’s date), by and between Effervescent Music and Records, 5801 Chatsworth Ct., Arlington, TX 76018("Licensor"), and ______(Name), ______(Address)("Licensee").
1. Grant of Rights. Subject to the provisions of this Agreement, Licensor hereby grants to Licensee the following non-exclusive rights in the Territory during the Term of this Agreement with respect to the musical composition(s)/master recording(s) entitled:
“starlight”
“melinda’s song”
“in a word”
“mountains to climb”
“adagio from bristol suite”
“sunset”
“dance for suzanne”
“hope for a new day”
“joshua’s theme”
“meagan’s chase”
Written by Lee Harbaugh (ASCAP), published by Effervescent Music and Records, and performed by Lee Harbaugh ("Composition(s)/Recording(s)") for use in synchronization with photographic slide shows, videos, and websites (excluding internet radio and TV stations)created by Licensee (the "Slide Show").
(a) To record the music of the Compositions/Recordings in synchronization or timed-relation with the Slide Show and to make copies of such recordings and import said recordings and/or copies thereof into any country within the Territory. Licensee may use the Composition(s)/Recording(s) as Background Instrumental (BI) for an unlimited number of uses of any duration in the Slide Show. Notwithstanding the foregoing, each use will be considered a separate use for the purposes of determining fees as detailed in paragraph 4 below.
Licensee shall have the right to make and distribute videogram copies of the production embodying the composition and to distribute such videogram copies to the general public for "home use" anywhere in the licensed Territory, provided credit is given on videogram in readable letters to Lee Harbaugh as composer/performer of the music and Effervescent Music and Records as the publisher of the music. Along with the music credits, the videogram must also include the following text: "Videogram" shall include any and all audio and visual devices whether now known or hereafter devised, such as video discs, video cassettes, DVDs, and all similar compact audiovisual devices.
2. Limitations on Rights. All rights of every kind and nature in the Composition(s)/Recording(s) not specifically granted to Licensee in this Agreement are reserved by Licensor.
3. Term/Territory. The term of this Agreement (the "Term") commences the date listed above and continues for 99 years. The territory covered by this Agreement (the "Territory") is the world.
4. Compensation. In consideration for this Agreement and the rights licensed hereunder, Licensee agrees to pay a licensing feeof $30 (U.S.)to Licensorfor the synchronization right and master use right. Licensee will be solely responsible for payment of any and all third party expenses.
5. Public Performance. The exhibition of the Slide Show in the United States by means of television, radio, on-line services or any other public performance subject to performance license fees is subject to Licensee having current performance licenses from the performing rights societyASCAP. If Licensee is not licensed for such performing rights, such exhibition is subject to prior clearance of the performing rights from ASCAP.
6. Representations and Warranties. Licensor represents and warrants that it has the full right, power and authority to enter into this Agreement, and that it is not currently and will not be during the Term of this Agreement, subject to any obligation or disability which will or might prevent or interfere with Licensor fully keeping and performing all of the agreements, covenants, and conditions to be kept or performed hereunder. Licensor agrees to indemnify and hold Licensee, its parents', subsidiary's, and affiliated companies, harmless from and against all loss, liability, damage, cost, and expense, including reasonable attorneys' fees, of every kind or character suffered or incurred by reason of any breach of any representation, warranty, or agreement made by Licensee in this Agreement. Licensee will notify Licensor of each claim to which the foregoing indemnity applies promptly after Licensee has been formally advised thereof. Licensor also warrants that the said master recording was manufactured under appropriate agreements with recording artist(s), whose performance(s) are embodied herein. If said warranty shall be breached in whole or in part, Licensor shall either repay to Licensee the consideration theretofore paid to Licensor by Licensee hereunder, or shall hold Licensee harmless to the extent of such consideration. In no event shall Licensor's total liability exceed the amount of consideration received by Licensor hereunder.
7. Assignment. This license is binding upon and shall inure to the benefit of the respective successors and assigns of the parties hereto, provided that Licensee shall remain secondarily liable for the performance of its obligations hereunder in the event Licensee assigns this license or any of its rights.
8. Miscellaneous. This Agreement constitutes the entire agreement between the parties hereto and cannot be modified except by a written instrument signed by both parties hereto. No waiver by either party or any failure by the other party to keep or perform any covenant or condition of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant or condition. All notices shall be in writing and shall be addressed to the respective party at the address set forth above, or to such other address as may be designed in writing. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas applicable to agreements executed and to be wholly performed within such State.
Nothing contained in this Agreement shall be construed to evidence or create a joint venture or partnership between the parties or constitute either party as the agent of the other. Should any provision of this Agreement be held to be void, invalid or inoperative, such invalidity shall not affect any other provision hereof, but the remainder of this Agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein.
In Witness whereof, the parties have executed this Agreement as of the day and year first above written.
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Effervescent Music and Records
(Licensor)
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Signature
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Printed Name
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Company Name