AGREEMENT TERMS & CONDITIONS
This licensing agreement (the “Agreement’) between twoOHsix Music, (“TOS”), and Client the parties here to agree as follows:
1. WORK: Client is the sole owner and/or has the exclusive control over the Work, and hereby engages TOS the right to secure music placements for the Work to third parties during the 1-year Term and throughout the world on a non-exclusive basis (collectively, as a “Placement”).
2. LICENSING RIGHTS:
a. Client hereby grants TOS the right and authority during the 1-year Term and throughout the world to i) represent the client for the purpose of seeking music licensing and synchronization placements for the Master(s), Composition(s) or Work (including the title, lyrics, melody, and music) in television, film, trailers, video games, commercials, and any other entertainment media now known and hereafter devised; ii) rerecord, reproduce and remix a Master, Composition or Work (in part or in whole) in connection with procuring a Placement; iii) the right to use Client’s (and any musicians, instrumentalists, vocalists, and producers connected to the Work) approved name, likeness, photos and biography for the purposes of exploiting the Work; and iv) enter into agreements with third parties and collect the Gross Receipts (defined below) in connection with the rights granted hereunder (collectively as a “License”).
b. Client agrees that any third party may use portions of or the entire Work in connection with a License, and may edit, loop, enhance or modify the Work, provided that any such a change shall not alter the fundamental character of the portion of the Work being used, and any such change shall not give rise to any ownership rights or claims, including copyright, on the part of the third party, in or to the resultant Master(s) and/or Composition(s).
3. COMPENSATION: TOS will be entitled to a commission in the amount of (40%) of any license fee of any kind derived from Company Agreements (the “Commission”). For the purposes of this Agreement, “Gross Income” will mean any and all monies actually received for the Materials in connection with a particular Company Agreement (including any renewals or extensions thereof), regardless of whether such monies are received during or after the Term. Company Agreements shall provide for payments to be made directly to Company and allocation of the Gross Income between Client and Company. For purposes of clarity, and without limitation, with respect to the renewal or extension of any Company Agreement, for any Gross Income derived from the Materials after the Term, such Commission(s) will be payable by Client following the Term irrespective of whether such renewal occurred during the Term or following the Term hereof.
TOS shall remit the Compensation to Client within sixty (60) days of receiving the Gross Receipts for the applicable License. TOS will not pay any third party other than Client the Compensation. If Client owes another party any money from any Master(s) or Composition(s) licensed to TOS, Client is solely responsible for paying such party (including, but not limited to, any writers, artists, producers, publishers, unions, studios, collection agents and any other third party payments).
4. TERM: The term of this Agreement shall commence on the Effective Date and continue until 1-year term is reached. Prior to the termination of this Agreement, TOS shall be entitled to collect and retain its share of the Gross Receipts for any License entered into or secured prior to the termination of the Term.
5. REPRESENTATIONS AND WARRANTIES: Client hereby represents and warrants to TOS the following:
i) The client has the full right and authority to enter into this Agreement and grant the rights included hereunder;
ii) The client owns and holds all valid title to the Work and is free from any encumbrances that would prevent TOS from the rights granted hereunder;
iii) the Work is wholly original and does not include any samples or interpolations that are not previously approved by the copyright owner, and the Work is not copied or derived from any other work;
iv) The client has received all of the necessary consents and/or licenses for the Work and no other approvals or consents are needed from any other third party;
v) The client does not have any judgments, decrees, awards, orders, injunctions, actions and/or claims, threatened or pending in connection with the Work; and
6. INDEMNIFICATION: Client shall indemnify, save and hold TOS, its licensees, successors, assignees, affiliates and its officers, directors, employees, and agents of all the foregoing, harmless from and against any and all claims, damages, liabilities, costs, losses, demands and expenses (including reasonable attorney’s fees and court costs) arising out of or connected with any claim or action by a third party which is inconsistent with any of the warranties, representations or agreements made by Client herein or of any breach by Client of any representation, warranty or provision contained herein, and Artist will reimburse TOS, on-demand, for any loss, cost, expense or damage to which said indemnity applies. TOS shall provide Artist with prompt written notice of any claim or action covered by said indemnity.
7. TERMINATION: Either party may, upon thirty (30) days prior written notice to the other party, terminate this Agreement at any time if the other party breaches a material term of this Agreement including, but not limited to, non-payment, failure to deliver the Work or breach of the representations and warranties discussed herein (collectively referred to as “Cause”). Should the party in receipt of the notice of termination for Cause fail or refuse to cure the alleged breach within thirty (30) days of its receipt of such notice, this Agreement shall terminate.
If the client has read and understood the contract and agree to the terms and conditions in their entirety please indicate your acceptance by signing in the space provided below.