Music / Intellectual Property Licensing Agreement

This Music / Intellectual Property Licensing Agreement (this "Agreement") is entered into as of the date of the last signature below, by and between:

licensor_name (the "Licensor"); and

licensee_name (the "Licensee").

The Licensor and the Licensee are each referred to herein as a "Party" and collectively as the "Parties." This Agreement governs the license of certain intellectual property rights in the work titled "work_title" (the "Work").

1. Definitions

"Work" means the musical composition, sound recording, or other intellectual property titled "work_title," including all existing and future versions, arrangements, adaptations, and derivative works authorized by the Licensor.

"Synchronization Rights" or "Sync Rights" means the right to synchronize the Work (or any portion thereof) with visual media, including but not limited to film, television, video, advertising, online content, video games, and multimedia presentations.

"Mechanical Rights" means the right to reproduce the Work in physical and digital formats, including CDs, vinyl, digital downloads, and streaming.

"Performance Rights" means the right to publicly perform the Work, whether live or through broadcast, streaming, or other means of transmission.

"Master Recording" means the specific sound recording of the Work licensed hereunder, as identified by the Licensor.

"Territory" means territory.

"License Period" means license_period, commencing on the date this Agreement is fully executed.

2. Grant of License

2.1 Licensed Rights

Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a non-exclusive license to use the Work within the Territory during the License Period for the following purposes:

(a) Synchronization: The Licensee may synchronize the Work with audiovisual content produced by or for the Licensee, including film, television, advertising, corporate video, online video, social media content, and presentations.

(b) Mechanical Reproduction: The Licensee may reproduce the Work in connection with the audiovisual content, including making copies for distribution, streaming, and broadcast.

(c) Public Performance: The Licensee may publicly perform the Work in connection with the exhibition, broadcast, or streaming of the audiovisual content.

(d) Digital Distribution: The Licensee may distribute the Work as incorporated in audiovisual content through digital platforms, streaming services, social media, and the Licensee's website.

2.2 Restrictions

The license does not include the right to: (a) use the Work separately from the Licensee's audiovisual content (i.e., standalone use); (b) sublicense the Work to third parties for their independent use; (c) create derivative works based on the Work (including remixes, mashups, or re-arrangements) without the Licensor's prior written consent; (d) use the Work in connection with any content that is defamatory, obscene, or that infringes the rights of any third party; or (e) register or claim ownership of the Work or any underlying rights.

2.3 Exclusivity

The license granted herein is non-exclusive unless an exclusive license is specifically purchased by the Licensee under a separate addendum. A non-exclusive license means the Licensor retains the right to license the Work to other parties during the License Period.

2.4 Sub-Licensing

The Licensee shall not sub-license the Work to any third party without the Licensor's prior written consent. Any approved sub-license shall be subject to terms no less restrictive than those contained in this Agreement, and the Licensee shall remain responsible for the sub-licensee's compliance.

2.5 Moral Rights

To the extent permitted by applicable law, the Licensor waives the right to assert any moral rights in the Work in connection with the Licensee's authorized use, including the right of integrity and the right of attribution (except as provided in Section 5 regarding credit requirements). In jurisdictions where moral rights cannot be waived, the Licensor agrees not to exercise moral rights in a manner that would interfere with the Licensee's authorized use.

3. Territory and Term

3.1 Territory

The Licensee may exercise the licensed rights only within the Territory. Any use of the Work outside the Territory requires the Licensor's prior written consent and may be subject to additional fees.

3.2 Term

This Agreement and the license granted herein shall be effective for the License Period. Upon expiration of the License Period, the Licensee shall cease all use of the Work unless the Agreement is renewed by mutual written agreement.

The Licensee shall have thirty (30) days after expiration to remove the Work from all active distribution channels and public-facing platforms. Archival copies may be retained for record-keeping purposes only.

4. Fees and Royalties

4.1 License Fee

The Licensee shall pay the Licensor a one-time license fee of license_fee (the "License Fee") upon execution of this Agreement. The License Fee is non-refundable and is consideration for the rights granted herein.

4.2 Royalties

In addition to the License Fee, the Licensee shall pay the Licensor royalties as follows, if applicable: (a) for uses that generate direct revenue (such as ticket sales, paid downloads, or ad-supported streams), the Licensee shall pay the Licensor a royalty of ten percent (10%) of Net Revenue attributable to the use of the Work; (b) for broadcast television, the applicable performance rights organization (PRO) shall collect and distribute performance royalties to the Licensor.

"Net Revenue" means gross revenue less refunds, platform fees, and applicable taxes. Royalty reports and payments shall be provided quarterly within thirty (30) days of the end of each calendar quarter.

4.3 Payment Method

All payments shall be made in United States dollars by wire transfer, check, or electronic payment to the account designated by the Licensor.

4.4 Audit Rights

The Licensor shall have the right, upon thirty (30) days' notice, to audit the Licensee's books and records related to the use of the Work, no more than once per year. If an audit reveals an underpayment exceeding five percent (5%), the Licensee shall reimburse the Licensor for the cost of the audit.

5. Credit and Attribution

5.1 Required Credit

The Licensee shall provide the following credit in connection with every use of the Work: "[Work Title] by [Licensor Name] — Used under license." Credit shall appear in the credits section of any audiovisual content, in metadata for digital distribution, and in any written materials accompanying the content.

5.2 Credit Placement

Credit shall be placed in a prominent and customary location, including but not limited to: end credits of films and videos; description fields on streaming platforms; liner notes or credits for physical media; and press releases and marketing materials.

5.3 Failure to Credit

Failure to provide proper credit shall not constitute a material breach of this Agreement, provided the Licensee cures the omission within fifteen (15) days of receiving written notice from the Licensor. Repeated failure to credit may, at the Licensor's discretion, constitute a material breach.

5.4 Promotional Use

The Licensor may reference the Licensee's use of the Work in the Licensor's promotional materials, portfolio, and website. The Licensee may use the Licensor's name and the Work's title in promotional materials related to the Licensee's audiovisual content, subject to the credit requirements above.

6. Modifications

The Licensee may make minor modifications to the Work as reasonably necessary for synchronization purposes, including editing for length, adjusting volume levels, and creating fade-ins or fade-outs. The Licensee shall not alter the fundamental character or artistic integrity of the Work without the Licensor's prior written consent.

Any authorized modification shall remain the intellectual property of the Licensor. The Licensee shall not register or claim any copyright or other intellectual property right in the modified version of the Work.

7. Performance Rights Organizations

The Licensor warrants that the Work is registered with the appropriate performance rights organization (PRO), such as ASCAP, BMI, SESAC, or their international equivalents. The Licensor shall maintain such registration during the License Period and shall ensure that performance royalties are properly tracked and distributed.

The Licensee shall obtain any necessary broadcast or public performance licenses from the applicable PRO for uses that require such licenses. The Licensee acknowledges that PRO licensing is separate from this Agreement and that performance royalties collected by the PRO are the Licensor's to receive.

If the Work is co-written or co-owned, the Licensor warrants that all co-writers and co-owners have consented to the license granted herein, and the Licensor shall be solely responsible for distributing any license fees or royalties to co-writers and co-owners.

8. Samples and Third-Party Content

The Licensor represents that the Work does not contain any uncleared samples, interpolations, or other third-party content that would require additional licenses or clearances for the Licensee's authorized use. If the Work does contain samples or interpolations, the Licensor has obtained all necessary clearances and licenses.

The Licensor shall indemnify the Licensee against any claims arising from uncleared samples or third-party content within the Work.

The Licensee shall notify the Licensor promptly if the Licensee becomes aware of any third-party claim relating to samples or other content within the Work.

9. Warranties and Representations

9.1 Licensor Warranties

The Licensor represents and warrants that: (a) the Licensor is the owner or authorized representative of the rights in the Work; (b) the Licensor has full power and authority to grant the license herein; (c) the Work does not infringe the intellectual property rights of any third party; (d) there are no pending claims, disputes, or encumbrances affecting the rights licensed hereunder; and (e) any necessary clearances for samples, interpolations, or third-party contributions have been obtained.

9.2 Licensee Warranties

The Licensee represents and warrants that: (a) the Licensee has the authority to enter into this Agreement; (b) the Licensee will use the Work only as permitted herein; and (c) the Licensee's audiovisual content will not infringe the rights of any third party.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE WORK IS PROVIDED "AS IS" AND THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification

10.1 Licensor Indemnification

The Licensor shall indemnify, defend, and hold harmless the Licensee from any third-party claims that the Work infringes such third party's intellectual property rights, provided the Licensee gives prompt notice of the claim and grants the Licensor sole control of the defense.

10.2 Licensee Indemnification

The Licensee shall indemnify, defend, and hold harmless the Licensor from any claims arising from the Licensee's use of the Work outside the scope of the license granted herein, or from the Licensee's audiovisual content.

10.3 Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT.

11. Termination

11.1 Termination for Breach

Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches this Agreement and fails to cure within such period.

11.2 Termination for Convenience

Either Party may terminate this Agreement for convenience upon sixty (60) days' written notice. If the Licensee terminates for convenience, no refund of the License Fee shall be due.

11.3 Effect of Termination

Upon termination, the Licensee shall cease all use of the Work, remove the Work from all distribution channels within thirty (30) days, and provide written confirmation of compliance to the Licensor. Termination shall not affect the Licensee's obligation to pay any fees or royalties accrued prior to termination.

The Licensor acknowledges that audiovisual works already distributed or broadcast prior to termination may continue to be exhibited after termination, and the license granted herein shall survive to the extent necessary to avoid requiring the recall of previously distributed works.

12. General Provisions

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the licensing of the Work.

12.2 Amendments

This Agreement may be amended only by a written instrument signed by both Parties.

12.3 Assignment

The Licensee may not assign this Agreement without the Licensor's prior written consent. The Licensor may assign this Agreement freely upon written notice to the Licensee.

12.4 Governing Law

This Agreement shall be governed by the laws of the state in which the Licensor resides or is incorporated, without regard to conflict of law principles.

12.5 Severability

If any provision is found invalid, the remaining provisions shall continue in full force and effect.

12.6 Notices

All notices shall be in writing and deemed given when delivered personally, by confirmed email, or by overnight courier to the addresses provided by each Party.

12.7 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures.

IN WITNESS WHEREOF, the Parties have executed this Music / IP Licensing Agreement as of the date of the last signature below.

Licensor

licensor_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Licensee

licensee_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]