MUSIC LICENSE AGREEMENT

  MUSIC LICENSE AGREEMENT

The Music License Agreement (this “Agreement”) is dated as of   ___________________(the “Effective Date”) by and between Girlfriend Records ( the “Company ”)  AND _________________________ (the “Music Artist”). Each of the Company and Artist may be referred to in this agreement individually as a “Party”, collectively as the “Parties”

RECITALS

WHEREAS, The GIRLFRIEND RECORDS is a record label that produces music;

WHEREAS, The Artist has skill and expertise in singing;

WHEREAS, The Artist will make music with Girlfriend Records;

WHEREAS, GIRLFRIEND RECORDS and the Artist wish to enter into this Agreement and to formalize certain understandings reached between the Parties;

NOW THEREFORE, the GIRLFRIEND RECORDS and Artist, intending to be legally bound, hereby agree as follows:

  1. Scope of Work. For consideration, The Artist irrevocably grants to Girlfriend Records and its assigns, licensees, and successors the right to use his/her voice, music, sound, lyrics, album cover art, and name in all forms and media including composite or modified representations for all purposes, including advertising, trade, or any commercial purpose throughout the world and in perpetuity.
  2. Consideration. The proceeds obtained by Girlfriend Records from the sale of the publishing rights through the Company’s website will be split between the Parties as follows: Girlfriend Records will retain 30%, and the Artist will get 70%.
  3. Restrictions. Except as set forth expressly herein or as permitted by the Girlfriend Records with prior written consent, the  Artist shall not, and shall not permit to (a) sublicense, sell, or distribute the work hereunder; or (b) modify the work hereunder.
  4. Term and Termination. The term of this Agreement shall commence on the Effective date, and continue for perpetually for as long as the Artist makes music with Girlfriend Records. This Agreement may be terminated by either Party by notifying the other Party of the intention to terminate the agreement.
  5. Artist representations and warranties. The Artist represents and warrants that the music produced does not violate the intellectual property rights or other protected interests of a third party, and agrees not to damage the rights, business interests, property, or personal safety of Girlfriend Records and its employees and users and the public.
  6. Release from liability. The Artist releases Girlfriend Records and its assigns, licensees, and successors from any claims that may arise regarding the use of the Artist’s voice, music, sound, lyrics, album cover art, and name, including any claims  of defamation, invasion of privacy, or infringement of moral rights, rights of publicity, or copyright. Girlfriend Records is permitted, although not obligated, to include the name of the Artist in connection with the music.
  7. Obligations of GIRLFRIEND RECORDS. Girlfriend Records shall cooperate and provide assistance to the Artist if need be.
  8. Confidentiality. The Company may disclose to the Artist certain confidential information regarding its technology and business (“Confidential Information”).  Artist agrees to keep confidential and not disclose or use any Confidential Information except to support its use of the work. Confidential Information shall not include information that Artist can show (a) was already lawfully known to or independently developed by Artist without access to or use of Confidential Information, (b) was received by Artist from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Artist provides Girlfriend Records with prompt notice of such requirement and cooperate in order to minimize
  9. Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall Girlfriend Records be liable to the Artist or any third party for any damages, including but not limited to incidental, consequential, indirect, direct, and special or punitive damages arising out of the work. In no event shall the Company’s maximum cumulative liability under any cause of action exceed the amount paid by Company to Artist. As such, if the Company has not made any payments to Artist in order to use the illustrated work, Company shall not have any liability to Artist.
  10. Disputes. Any disputes arising out of this Agreement shall be submitted to the jurisdiction of California Courts.
  11. Warranties, Disclaimer of Warranties. Artist represents and warrants that the music shall fulfill the needs of Girlfriend Records as specified and do not infringe the intellectual property rights of any third parties.
  12. Miscellaneous. This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the Parties, whether written or oral, regarding the subject matter hereof. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. All waivers must be in writing. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
  13. Governing Law. The Agreement shall be governed by the laws of state of California the competent courts in California shall have exclusive jurisdiction to hear any dispute arising hereunder.

By typing my name (Artist), I confirm that I agree to the electronic submission of my completed agreement and that I accept that the information provided constitutes a legally binding digital signature.

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives as of the date first written above.

By: ________________________ By: ______________________

Name: ______________________ Name: _____________________

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