This Exclusive Licensing Agreement (“Agreement”) is made and entered into on {todaysDate} (“Effective Date”) between (“Artist”) {legalName} and See & Hear Publishing Group (“Company”), collectively referred to herein as (the “Parties”).
The Parties hereby acknowledge they have read, acknowledged, understood, and agreed to the following terms and conditions:
RIGHTS:
Artist hereby authorizes Company to represent, on an exclusive basis throughout the universe, all master recordings, associated music publishing rights, and/or composition rights (collectively, “Music Rights”) submitted by Artist to Company during the term of this Agreement, subject to Company’s written approval for representation of each submission. All such approved Music Rights shall automatically be covered under the terms and conditions of this Agreement, without the need for additional documentation or schedule updates. Artist also licenses to Company the right to use and/or display any associated name(s) (professional or otherwise), image(s), and likeness rights for Artist and any other relevant artists and writers for non-commercial marketing, promotional, and archival purposes (hereinafter, collectively, the “Rights”).
Artist further authorizes Company the right to sublicense any Rights to a third-party as assigned in this Agreement.
In any case where Company may be entitled to license the rights of a third-party artist, writer, or producer either in the master(s), publishing, composition, name, image, likeness, etc., Artist shall be responsible for ensuring and obtaining any and all permissions, licenses, and agreements prior to the submission of such works to Company.
Only those master(s) or composition(s) submitted by Artist to Company during the term and expressly approved in writing by Company for representation shall be subject to this Agreement. The term of representation for all Songs submitted during the term of this Agreement shall remain in effect for the duration of the Agreement, which shall last for [insert term length] from the effective date of this Agreement, unless earlier terminated as per the provisions of this Agreement.
OUR SERVICES:
During the term of this agreement, Company will actively seek opportunities for the licensing of the Music Rights into films, television productions, commercial advertisements, soundtracks, documentaries, compilation albums, interactive media and software, video games and other media. Company makes no guarantees that any such opportunities will materialize. In order to facilitate Company’s efforts to license the Music Rights, Artist shall provide, free of charge, all relevant materials (i.e., CDs, MP3s, singles, photographs, authorizations etc.) that are reasonably requested by Company.
Company will be responsible for negotiating terms and fees concerning the Music Rights. For each prospective licensing opportunity, Company will present Artist with material terms and fees and Artist will have three (3) business days to respond otherwise the terms will be deemed approved. Company will be authorized to enter into a licensing agreement on behalf of the Artist (the “Licensing Agreement”), containing approved terms (or terms more favorable to Artist).
COMPENSATION:
a. Company shall receive a commission of 50% of the gross monies payable under any Licensing Agreement initiated by or through Company in connection with the licensing of any of the Rights (including but not limited to master licensing fees, synchronization fees, and advances). Out of gross monies received by Company on behalf of Artist, Company will deduct its commission and will pay the balance (i.e. payment received minus commission) directly to Artist within ten (10) business days of Company’s receipt of such payments, subject to paragraph 3(b) below. If Artist directly receives any monies payable in respect of which Company is entitled to a commission hereunder, Artist will pay Company 50% of such monies within five (5) business days of Artist’s receipt of such payments.
b. If Artist rejects any licensing deal opportunity presented to Artist by Company and within twelve months of the Term following Artist’s rejection of such licensing deal opportunity either Artist or any person on Artist’s behalf subsequently enters into an agreement regarding the aforementioned licensing opportunity or a similar opportunity with the originally contemplated party concerned or any party affiliated with such party, then such agreement entered into by Artist (or such person on Artist’s behalf) shall be subject Company’s commission rate in accordance to this Agreement which is 50%.
c. If Company incurs any third-party out-of-pocket expenses in connection with any Licensing Agreement or the collection of sums due thereunder, such expenses will be deducted from gross receipts prior to the calculation and distribution of each party’s respective share.
d. Should Artist be approached by a third-party or should Artist choose to pitch Artist’s own master(s), publishing, and or composition(s) that Company has not already approached, Company shall still be responsible for negotiating and executing the agreement for this opportunity and entitled to a commission of 15% gross monies earned. Each of the Parties shall be responsible for reporting and payment of their share of taxes accruing in connection with monies earned through this Agreement.
TERM:
a. The term of this Agreement shall begin as of the Effective Date and shall continue for a period of 1 Year. Company shall have the option to exercise an additional 1 Year. This Option period shall be considered exercised if Company has not expressed that the Agreement will be terminating (30) days prior to the end of the Initial Term. At the end of Option Period, this Agreement shall automatically renew itself for successive thirty (30) day periods, provided that either of the Parties may give written notice of its desire to terminate this agreement at the end of any thirty (30) day period by giving written notice not less than thirty (30) days before the expiration of that period. The period beginning on the Effective Date and ending on the date of the termination of this Agreement shall be referred to herein as the “Term”).
b. At the termination of this Agreement, Company shall compile and send to Artist a list of all pending pitches or prospective licenses of the Rights initiated by or through the Company (the “List”). To the extent that Artist elects to proceed with any license on the List, Company shall be allowed to enter into Licensing Agreements on behalf of Artist and shall be paid its commission on any gross monies generated from such Licensing Agreements in accordance with the terms of this agreement. If Artist rejects an opportunity on the List but subsequently enters into an agreement with respect to such opportunity, then Company shall be entitled to 50% of the gross monies under such agreement(s), and the relevant agreement shall provide for direct payment of such amounts to Company.
CREDIT:
Company will have the right to negotiate for the inclusion in each Licensing Agreement of a credit provision for Company, in substantially the following form: “By Arrangement with See & Hear”.
NON-SOLICITATION:
During the period commencing on the Effective Date and ending [one] year following the termination date, the Artist shall not, without the Company’s prior written consent, directly or indirectly; work with any third-party licensing company that Company has previously pitched Artist’s work to during the Term without Company’s direct knowledge and involvement.
INDEMNITIES AND WARRANTIES:
Each of the Parties warrant and represent to the other that it is free to enter into and perform all of the terms of this agreement. Artist further warrants and represents that Artist owns or controls all of the applicable Rights in the recordings, compositions and/or other materials provided by Artist are and that all such materials shall be free and clear of any and all claims by any third party, and that the same will not violate or infringe upon the rights of any third party. The Parties hereby indemnify and hold each other harmless of and from any loss, claim, damage, or expense incurred by the other, arising out of any breach hereof or any claims inconsistent with any of the other’s warranties, representations, or agreements herein.
MISCELLANEOUS:
Any notice to be given to either of the Parties hereto shall be in writing and, except for notifications in the normal course of business (i.e. payments, statements, terms and general correspondence), shall be delivered to the addressee personally or mailed by certified or registered mail (return receipt requested) or by express mail. This agreement shall be governed in accordance with the laws of the State of Florida. All disputes under this agreement shall be resolved in the courts located in the State of Florida. No waiver by either of the Parties of any default hereunder shall be deemed a waiver of any prior or subsequent default hereunder. If any term, clause, or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this agreement. Company and Artist are independent contractors with respect to each other and nothing contained herein shall create any association, employment, partnership, or joint venture relationship between the parties.
This agreement sets forth the entire understanding between Company and Artist and revokes and supersedes any and all prior written agreements between the parties. No modification, amendment or waiver of this agreement shall be binding unless accompanied by a written instrument signed by both Company and Artist. This Agreement may be executed in counterparts and/or electronically.
The Parties hereby acknowledge that they had the opportunity to negotiate the terms herein and have either sought legal advice or waived their right to seek legal advice, and hereby state that they understand and agree fully to the terms and conditions of this Agreement by signing below.