LICENSE AGREEMENT

THIS AGREEMENT is made on the ___________day of __________________20_______, entered into by the Licensor and the Licensee (Licensor and Licensee collectively referred to as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

WHEREAS:

Parties agree to the following terms and conditions and to be bound thereby:

1. 1.       COMMENCEMENT AND DURATION

This agreement shall be valid from the date of execution and shall be perpetual.

• LICENSE GRANT

Licensor grants the Licensee exclusive, transferable license to use the Beat(s) subject to the terms and conditions set out in this agreement. Specifically, the Licensor transfers all copyrights of the Beat(s) to the Licensee but the Licensor shall retain the right to use the Beat(s) for promotional purposes perpetually. This license includes the following rights:

• Make a recording of “music” that includes the Beat (s) in full or in part
• In whole or in part, mix, master, rearrange, or re-engineer the Beat (s)
• Publish music to any location (includes Internet downloads)
• Distribute music to anyone (includes Internet downloads)
• Perform or broadcast music at any location
• Grant non-exclusive licenses to third parties for the Beat(s).
• Enlist the help of a third party to carry out the rights mentioned above.
• Make money from the music in any way possible, except when granting other non-exclusive rights to the Beat (s)

When the license is transferred, the Licensor will transmit the Beat(s) as MP3 OR WAV FILES and will remove the Beat(s) from his website.

• CONTRACT SUM

The Licensee shall pay the Licensor $________________for the License before receiving the Beat(s). There shall be no refunds unless at the Licensor’s discretion.

• DISCLAIMERS AND RELEASES
• Licensee and Licensor understand that the production of the Beat(s) is work-made-for-hire under U.S. Copyright Act of 1976.
• The Licensor has any other rights on the Beat(s) that are not inconsistent this agreement.
• To the extent permitted by law, the Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however, caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Beat(s); and Licensee hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim;
• The Beat(s) is provided by the Licensor on an “as is” basis;
• To the extent permitted by law, no express or implied warranty, term, condition, or undertaking is given or assumed by the Licensor, including any implied warranty of merchantability or fitness for a particular purpose;
• The Licensee acknowledges that the Beat(s) has not been prepared to meet any party’s specific requirements. It is, therefore, the responsibility of the Licensee to ensure that the Beat(s) meets their own individual needs; and
• A Party’s failure to fulfill its obligations due to Force Majeure or an accident shall not be considered as a breach of this agreement, provided that the party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

• INDEMNIFICATION

The Licensee must indemnify, defend and hold harmless Licensor from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees), and damages (including indirect or consequential loss) resulting in any way from:

a. The Licensee’s and Licensee’s agent’s use or reliance on the Beat(s),

b. Any breach of the terms of this License Agreement by the Licensee or any Licensee agents, and

c. Any other act of Licensee.

This clause shall survive termination of this agreement.

• DISPUTE RESOLUTION

Negotiation shall resolve any dispute under this agreement. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction.

• TERMINATION
• Either party may terminate this agreement at any time upon breach of the contract by the other party e.g., termination by the Licensor for late payment or non-payment
• Either party may terminate this agreement at any time if the other party agrees to the termination in writing.
• Otherwise than for breach, parties may terminate this agreement upon giving the other party no less than three (3) months’ notices in writing. If the Licensee wishes to terminate the contract with less than three (3) months’ notice, the Licensor reserves the right to charge costs that have already been paid in advance or incurred by the Licensor on the Licensee’s behalf.
• The termination of this agreement shall not discharge the liabilities accumulated by either party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

• CONFIDENTIALITY

The parties shall not at any time disclose, directly or indirectly, any information concerning this agreement, whether such information or matter is stated to be confidential or not, without the express written permission of the other party or the disclosure is required by any law, judicial or legislative body or government agency. This shall survive the termination of this agreement.

• NO WAIVER

Failure by either party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

1. SEVERABILITY

The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

1. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

1. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the parties concerning the subject matter of this agreement.

1. NOTICES

The Parties shall be served through the following addresses (including email), and either party may change the below addressees by reasonable notice in writing given to the other party.

THE LICENSOR:                              ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

THE LICENSEE:                               ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

                                                ___________________________________________

1. CHANGES TO THE AGREEMENT

This agreement may not be altered, amended, or modified, except by a written document signed by both parties.

1. COSTS

Each party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.

1. GOVERNING LAW

This agreement shall be governed in all respects by the Missouri State Laws.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.