MUSIC LICENSE AGREEMENT

MUSIC LICENSE AGREEMENT

FOR

WEB SITE INTEGRATION OF MUSICAL COMPOSITIONS

THIS MUSIC LICENSE AGREEMENT (“AGREEMENT”) is made and entered into this ____ day of ___________________, 20____ by and between ______________________, who is the owner and holder of the copyright to certain musical compositions identified herein (hereinafter “Owner”) and ______________________, who is the creator and owner of a certain site on the World Wide Web who wishes to integrate the musical compositions of Owner into said web site (hereinafter “Licensee”).

Background Information

1.                Owner represents and warrants to the Licensee that it is the sole and exclusive owner of certain musical compositions which are described in Exhibit “A” attached hereto and made a part hereof (hereinafter referred to as the “Compositions”).

2.                Owner represents and warrants that it has registered and obtained registration certificate from the United States Copyright Office with respect to the Compositions and that the registration numbers applicable to such Compositions are as set forth in Exhibit “A.”

3.                Licensee maintains a site accessible through the World Wide Web, which site is located at http://www.________________.com.

4.                Licensee wishes to obtain a license to use the Compositions in connection with its Web Site and Owner wishes to grant Licensee such a license subject to the terms and conditions set forth in this Agreement.

5.                Owner represents and warrants that it has full and unrestricted power and authority to enter into this Agreement and to grant Licensee the license to use the Compositions as set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties, and for other good and valuable consideration, each intending to be legally bound hereby, do promise and agree as follows:

ARTICLE I

GRANT OF LICENSE

1.1            Owner hereby grants to the Licensee, the [Paragraph Omitted But Included In Fully Licensed Version].

1.2            The license granted hereunder shall be a non-excl [Paragraph Omitted But Included In Fully Licensed Version]

1.3            The term of this license shall [Paragraph Omitted But Included In Fully Licensed Version]

1.4            The license granted herein shall be limited to the right to integrate the Compositions into the Web Site of the Licensee.  Licensee shall have [Paragraph Omitted But Included In Fully Licensed Version]

1.5            Licensee shall be permitted to use portions, and not the entire Compositions, in connection with its Web Site without violating any rights of the Owner hereunder.  The License granted herein includes the right to synchronize and integrate the [Paragraph Omitted But Included In Fully Licensed Version]

1.6            It is acknowledged and agrees by the Owner that users who access the Licensee’s Web Site will be permitted to hear the Compositions upon accessing the Licensee’s Web Site and that such access by users shall be permitted pursuant to the terms hereof.  It is further acknowledged by the Owner that the [Paragraph Omitted But Included In Fully Licensed Version]

1.7            The License granted herein includes the right to adapt the Compositions to an appropriate file format for access [Paragraph Omitted But Included In Fully Licensed Version].

1.8            Owner hereby grants to the Licensee the right to use the name of the Owner and the composer and artists involved in the [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE II

COMPENSATION FOR LICENSE

2.1            In consideration of the license granted herein, [Paragraph Omitted But Included In Fully Licensed Version] (“License Fee”).

2.2            Such License Fee shall be due and payable in full [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE III

TERM OF LICENSE

3.1            This License Agreement shall be effective upon execution by both parties; provided however, that the Licensee’s right to use the Compositions shall not commence until the License Fee as set forth above is paid in full.

3.2            The license granted hereunder to use the Compositions within the scope and terms set forth herein shall be perpetual, but may be terminated by the Owner upon a breach hereof by the Licensee.

3.3            Owner shall have the right to terminate this Agreement and the license granted herein upon written notice to the Licensee upon the occurrence of the following events:

A.                [Paragraph Omitted But Included In Fully Licensed Version]

B.                [Paragraph Omitted But Included In Fully Licensed Version]

C.                [Paragraph Omitted But Included In Fully Licensed Version]

D.                Licensee engages [Paragraph Omitted But Included In Fully Licensed Version]

3.4            Upon any termination of this Agreement, Licensee shall cease and desist from all use of the Compositions and shall immediately remove the Compositions from its Web Site.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

      Owner makes the following representations and warranties to the Licensee, which representations and warranties shall apply during the term of this Agreement and shall continue to apply following the terminations of this Agreement.  Owner shall indemnify and hold the Licensee harmless from and against matters that arise relating to the representations and warranties of the Owner made herein.

4.1            [Paragraph Omitted But Included In Fully Licensed Version]

4.2            [Paragraph Omitted But Included In Fully Licensed Version]

4.3            [Paragraph Omitted But Included In Fully Licensed Version]

4.4            There are no other agreements, court orders or the provision of any  law or administrative rule that interfere with the Owner’s right to license the Compositions hereunder.

4.5            Owner has obtained all necessary consents, permissions, licenses and other documents from [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE V

COPYRIGHT NOTICES/RETAINED RIGHTS

5.1            Licensee shall place on its web site a notice [Paragraph Omitted But Included In Fully Licensed Version]

5.2            Owner shall retain the copyright to the Compositions and all right, title and interest in and to the Compositions, including the right [Paragraph Omitted But Included In Fully Licensed Version]

5.3            Licensee hereby agrees to and acknowledges the rights retained by the Owner hereunder and acknowledges that the Owner shall retain all exclusive rights of the owner and holder of a copyright.  Licensee agrees that it shall not challenge or dispute any of Owner’s exclusive rights or right, title and interest in and to the Compositions or the copyrights thereof.

5.4            Owner shall have the sole right to pursue any party that infringes upon the Owner’s Copyright or other proprietary rights in and to the Compositions and shall shoulder all expenses of prosecuting such infringement actions against third parties.

ARTICLE VI

RESPONSIBILITY FOR WEB SITE

Licensee shall be solely responsible [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VII

MISCELLANEOUS PROVISIONS

7.1   Notices. Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email   [Paragraph Omitted But Included In Fully Licensed Version]

7.2   No Assignment. Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned by the parties hereto.

7.3   In interpreting the terms of this Agreement, the parties agree that the laws of the State of ___________ shall be applicable. All suits   [Paragraph Omitted But Included In Fully Licensed Version]

7.4   This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supercedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This   [Paragraph Omitted But Included In Fully Licensed Version]

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.