“Agreement”) is entered into and effective on the date last signed below, by and
between XXX on behalf of others mentioned at the end of this agreement,
whose principal place of business in [insert the state and town where the
company/business is located] (Collectively referred to as “Licensor”) and [insert the
name of the licensee who is seeking the license], a corporation having its principal place
of business in [insert the address of the Licensee] (“Licensee”).
The reasons for this Agreement are as follows:
A. Licensor is the owner and creator of [insert the name of the music] intellectual
B. Licensee desires to use and play the Licensor’s Intellectual Property, [insert
where they intend to play the said music to enable you earn the performance
NOW, THEREFORE, in consideration of the rights and obligations of the parties in this
Agreement, and intending to be legally bound hereby, the parties agree as follows:
1. Grant
1.1 Exclusive License. Subject to the terms and conditions of this Agreement,
Licensor hereby grants to Licensee an exclusive license under Intellectual
Property to play Licensor’s Intellectual Property in [insert the location where
the Licensee is to play your music]
1.2 Nonexclusive License. Licensor hereby grants to Licensee a nonexclusive
license under Intellectual Property to play the said music in all countries of the
1.3 No Sublicense. Licensee shall not have the right to sublicense any of the
rights granted pursuant to this Agreement.
1.4 Reservation of Rights. Licensor expressly reserves all rights other than those
being conveyed or granted in this Agreement. During the term of this
Agreement, Licensee shall not engage in businesses which are substantially
equivalent to Licensed Business except as provided in this Agreement.
2. Performance Royalties.
2.1 Royalty Fees. The Licensee shall pay to the Licensor a mandatory
Performance Royalty Fee which is [insert amount] in order to play the music.
3. Confidentiality, Non-Competition and Non-Solicitation.
3.1 Confidential Disclosure. Licensee shall hold in confidence all Confidential
Information disclosed to it by Licensor and shall not disclose such
Confidential Information to any third party or use such Confidential
Information for any purpose, whatsoever, other than for the purposes set forth
in this Agreement, without the prior written consent of the Licensor. In
addition, Licensee shall confine the disclosure of Confidential Information to
those individuals within the Licensee’s company who have a need to know
such Confidential Information for the purpose of business transactions
contemplated by this Agreement. Licensee will use its best efforts to ensure
that individuals receiving such Confidential Information do not disclose such
Confidential Information to any third party. The foregoing obligations of
confidentiality with respect to Confidential Information shall apply for a period

terminating three (3) years from the date of the expiration or termination of
this Agreement.
4. Patents And Trademarks
4.1 Patent Protection. Licensor may, but is not obligated to, seek in its own name
and at its own expense, appropriate patent or trademark protection for the
Intellectual Property licensed to Licensee. Licensor makes no warranty with
respect to the validity of any patent or trademark which may be granted.
4.2 Infringement. Licensee shall promptly notify Licensor of any known
infringement of any Intellectual Property by a third party. Licensee, with the
cooperation of Licensor, shall have the right, but not the obligation, at its
expense, to take any action to end such infringement and prosecute for
damages. Licensor shall have the right, at its option, to join Licensee in the
prosecution of any action to enjoin such infringement or any claim for
damages, in which case the parties shall share equally in the expenses and in
the recovery resulting from such action or claim. If Licensee for any reason
fails to commence or prosecute any such action against an infringer, Licensor
shall have the right to bring such action on its own behalf, with which
Licensee shall cooperate, and Licensor shall be entitled to retain any recovery
resulting therefrom.
5. Term and Termination
5.1 Term. This Agreement shall extend for a term of five years, ending on the fifth
anniversary of the Effective Date. This Agreement shall automatically renew
for successive periods of one year each unless either party gives written
notice to the other party of termination, which notice must be given at least
60 days prior to the end of the then current term.
5.2 Termination. This Agreement may be terminated by either party upon written
notice sent to the other on the occurrence of any one of the following events:
(a) In the event the other party breaches any term of this Agreement requiring
payment of money, and such breach is not remedied within ten (10) days
after written notice is sent concerning the breach;(b) In the event the other
party breaches any term of this Agreement, other than for the payment of
money, and such breach is not remedied within a period of thirty (30) days
after written notice is sent concerning this breach; or (c) In the event the other
party shall be liquidated, dissolved, insolvent, or entered as a party to
bankruptcy or insolvency proceedings.

IN WITNESS WHEREOF, each of the parties has executed and delivered this
Agreement, intending to be legally bound hereby, this [insert date].





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