Non-Exclusive Music License Agreement

Non Exclusive Music License Agreement
This Music License Agreement (this “Agreement”) is made effective ________________,20__ between FrequencyAudio of thefrequencyaudio.com of _____________,Louisville,Kentucky and ____________ of________________.

In the Agreement, the party who is granting the right to use the licensed property will be referred to as “Copyright Owner”, and the party who is receiving the right to use the licensed property will be referred to as “Licensee”.

WHEREAS,the Copyright Owner owns the copyright,publishing rights and all other related rights in and to certain Music and

WHEREAS,the Licensee desires to obtain certain rights to the Music for using it

________________
________________

GRANT OF LICENSE.
FrequencyAudio owns Composition ___________(“Music”). In accordance with this Agreement,Copyright Owner hereby grants the Licensee,its successors and assigns,subject to the payments set forth below, the right, license and privilege to use the Music. FrequencyAudio retains title and ownership of the Music.

The Licensee shall have the right to record and re-record in the above described geographical area,the Music only in synchronism or time relation with the visual materials prepared by Licensee, and to reproduce,distribute,import and sell said product on CD-ROM,CD-I,online or electronically.

NOW,THEREFORE,in consideration of the promises,conditions,covenants and warranties herein contained,the parties agree as follows:

PAYMENT OF ROYALTY. ____________ will pay to FrequencyAudio a royalty which shall be calculated as follows: 50% of royalties to Frequencyaudio, Frequencyaudio retains 100% publishing royalty as Copyright owner. ____________ will submit to FrequencyAudio a royalty payment,___________ will submit to FrequencyAudio a written report that sets forth the calculation of the amount of the royalty payment.

STREAMING ROYALTIES.
The Licensee must execute a letter of direction, which authorizes SoundExchange to pay a portion of the Licensee’s recording digital performance royalties to FrequencyAudio. Without this letter of direction there cannot be a purchase of License unless negotiated.

CREDITS.
The Licensee agrees to display to the producer credits on all commercial endeavors with which the sound recording is being used.

RIGHTS AND OBLIGATIONS.
Copyright Owner reserves unto itself all rights of every kind and nature except those specifically granted to Licensee herein. The Licensee shall be solely responsible for providing all funding and technical expertise for the recording and synchronization of the Music and shall be the sole owner of the product in which the Music is used in all proprietary rights and into it; except, such ownership shall not include ownership of the copyrights and/or publishing rights in and to the music or any other rights to the Music not specifically granted. The Licensee shall identify the Copyright Owner as the owner of the Music on the packaging and in all promotional literature and advertisements for this product.

MODIFICATIONS.
Unless the prior written approval of FrequencyAudio is obtained,___________
may not modify or change the Music in any manner.

DEFAULTS.
If ____________ fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, FrequencyAudio shall have the option to cancel this Agreement by providing 7 days written notice to ___________.
_____________ shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other default during such a time period.

ARBITRATION.
All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulation of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law.

WARRANTIES.
Neither party makes any warranties with respect to the use, sale or other transfer of the Music by the other party or any third-party, and _____________ accepts the product “As-Is”. In no event will FrequencyAudio be liable for direct, indirect, special, incidental, or consequential damages that are in anyway related to the Music.

INDEMNIFICATION.
The Copyright Owner shall indemnify and hold harmless the Licensee, its successors, assigns and licensees,and the respective officers, directors, agents and employees, from and against any and all claims,damages,liabilities, costs and expenses including reasonable attorneys’ fees, arising out of or in any way connected with any breach of any representation made by the Copyright Owner herein. The Licensee shall indemnify and hold harmless the Musical Company,its successors and assigns from and against any and all claims,damages,liabilities,costs and expenses including reasonable attorneys’ fees, arising out of or in any way connected with any claim that the Product infringes any intellectual property rights or other rights of any third party.

TRANSFER OF RIGHTS.
This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

TERMINATION.
This Agreement may be terminated by FrequencyAudio by providing 30 days written notice to the other party. Either party may terminate this Agreement by written notice to the other party where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by the other party and such default has continued for a period of 30 days after written notice specifying the same.

EFFECT OF TERMINATION.
After termination of this Agreement, all rights granted to Licensee shall revert to Copyright Owner and Licensee will cease from any and all further use of the Music,except that Licensee may continue to distribute only those approved products in inventory at the time of expiration or termination. Termination or expiration of this Agreement shall not extinguish any of the parties obligations under this Agreement including, but not limited to, Licensee obligation to pay royalties by which their terms continue after the date of termination or expiration.

NOTICE.
The address of each party hereto as set forth in the beginning shall be the appropriate address for the mailing of notices, checks and statements, if any. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.

ENTIRE AGREEMENT.
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT.
This Agreement may be modified or amended, if the amendment is made in writing and signed by both parties.

SEVERABILITY.
If any provision in this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the court finds that any provision of this Agreement Is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

CONFIDENTIALITY.
Each party shall keep the specific terms of this Agreement confidential, including the financial terms.

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

WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW.
This Agreement shall be governed by the laws of the State of Kentucky.

SIGNATORIES.
This Agreement shall be signed on behalf of FrequencyAudio by Dennis M. Smith Jr. and on behalf of __________ by __________ and effective as of the date first above written.

Copyright Owner:
FrequencyAudio

By:____________________ Date:__________________

Licensee:
_______________________

By:____________________
Date:__________________