MUSIC LICENSE AGREEMENT

THIS AGREEMENT is made this [date] by and between_______________ (“Music Publisher”) located at ____________ and ____________ (“Licensee”) located at ____________ as agent for _______________ (“Client”).

W I T N E S S E T H:

WHEREAS, Music Publisher owns or controls all rights with respect to a particular copyrighted musical composition entitled _____________________ (the “Composition”);

WHEREAS, LICENSEE seeks to use such Composition in connection with its Web site entitledwww.website.com (the “Web Site”);

WHEREAS, the parties have reached an agreement under which the LICENSEE shall use the Composition in connection with the Web Site and wish to reduce to writing the terms and conditions of such agreement.

NOW, THEREFORE, and in consideration of the mutual promises and agreements herein contained and intending to be legally bound, the parties, for themselves, their heirs, successors, personal representatives and assigns hereby agree as follows:
1.  LICENSE GRANT.
A.  During the “Term” hereof as hereinafter defined, Licensee shall have the non-exclusive, irrevocable right and license to use the copyrighted musical Composition on the Web Site as well as in television, radio and print advertising and promotions thereof.  Licensee may also use the lyrics to the Composition in print advertising.
B.  Notwithstanding the above, Music Publisher hereby acknowledges that it will not grant any license to use the Composition in the advertising, marketing or promotion of any other Web Site for the duration of the Term and any extensions hereof.
C.  ASCAP or BMI, as the case may be, will license the Composition on radio and television stations and networks throughout the United States without any special compensation therefor by stations or Licensee, such rights to be granted under the license agreements with stations and networks.
D.  In the event Licensee shall desire to use the Composition on stations or networks which have not entered into a license agreement with ASCAP or BMI, this agreement shall be deemed to constitute a license for such uses, without any limitation or further compensation.
E. Licensee shall have the right to alter, expand, adapt, and make any arrangements of the Composition, and Licensee shall have the sole right to decide whether and in what manner the work will be published, advertised, publicized, performed or exploited by us, our successor or assigns. Licensee shall have the further right to secure a statutory copyright therein anywhere in the world in the name(s) of such person, firms or corporations it may elect, and it or its designees shall have the right to secure extensions and renewals of such copyright registrations.
2.  TERM.
This Agreement shall become effective upon the date that it is fully executed by both parties and shall extend for a Term of one (1) year from the date thereof.  It shall be automatically renewed for additional one (1) year Extended Terms unless one of the parties provides the other party with notice of its intention not to renew this Agreement, such notice to be given in writing at least sixty (60) days prior to the expiration or termination of the then in-effect Term.
3.  COMPENSATION.
A.  In full consideration of the license granted herein, Licensee shall pay the sum of
$[amount] to Music Publisher, such payment to be made within ten (10) days of execution of this Agreement.
B.  In the event that this Agreement is renewed, LICENSEE shall pay the sum of $[amount] to Music Publisher for each Extended Term, such payment to be made within ten (10) days of the commencement of each Extended Term.
4.  MUSIC PUBLISHER REPRESENTATIONS AND WARRANTIES.
Music Publisher hereby represents and warrants to Licensee that:
A.  It is a member of ASCAP and BMI.
B.  The Composition is new and original.
C.  The Composition does not and will not infringe upon or violate the copyrights or any other rights whatsoever of any person or entity.
D.  No adverse claim exists with respect to the Composition.
E.  It owns or controls the Composition and all rights in it throughout the world.
F.  It has the full and exclusive right and authority to enter into this agreement and to make the grant herein contained.
5.  NOTICES.
A.  Any notices required or permitted to be given hereunder by either party to the other shall be given in writing: (a) by personal delivery; (b) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid return receipt requested; (c) by bonded courier or by a nationally recognized overnight delivery company; or (d) by United States first class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to the parties to the address stated above (or to such other addresses as the parties may request in writing by notice given pursuant to this section).

B. Notices shall be deemed received on the earliest of personal delivery, upon delivery by electronic facsimile with confirmation from the transmitting machine that the transmission was completed, twenty-four (24) hours following deposit with a bonded courier or overnight delivery company; or seventy-two (72) hours following deposit in the U.S. Mail as required herein.

6.  INDEMNITY.
Each party agrees to defend, indemnify and hold the other party, its officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys’ fees and costs) incurred through claims of third parties against such party based on the actions or inactions of the indemnifying party or any breach of any representation or warranty by said party.

7.  JURISDICTION & DISPUTES.
A.  This Agreement shall be governed by the laws of the state of [state].

B. All disputes hereunder shall be resolved in the applicable state or federal courts of [state].  The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

C.  In the event either party files suit to enforce any of the terms hereof, the prevailing party shall be entitled to an award of all reasonable attorney’s fees and court costs.

8. AGREEMENT BINDING ON SUCCESSORS.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

9.  WAIVER.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

10.  SEVERABILITY.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

11.  ASSIGNABILITY.
The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Music Publisher.

12.  AGREEMENT DRAFTED BY ALL PARTIES.
This Agreement is the result of arm’s length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party.

13.  SECTION HEADINGS.
The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement.

14.  COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the execution date at such time as all the signatories hereto have signed a counterpart of this Agreement.

15.  INTEGRATION.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement.  It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.  This Agreement shall take precedence over any other documents which may be in conflict therewith.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

MUSIC PUBLISHER      LICENSEE

By:__________________________   By:____________________
Title:  President     Title:
Date:          Date: