This Exclusive Rights agreement is made on (Date) (“Effective Date”) by and between (Client’s Information) (“Licensee”) and (Seller’s Information) (“Licensor”). Licensor warrants that it controls the mechanical rights in and to the musical work (“Composition”) being sold to Licensee as of and prior to the Effective Date. The Licensee and Licensor have agreed to the following terms:
RIGHTS IN THE INSTRUMENTAL GRANTED BY SELLER
The Seller grants to the Buyer limited, exclusive, non-transferable rights to use the Instrumental in the production of one “New Work.” The New Work is a composition, (“song”) created by the Buyer using the Instrumental in conjunction with substantial additional elements including lyrics, sounds synthesized or natural, instrumental tracks, vocals, or samples. Buyer is further granted the right to produce one music video incorporating the New Work. Following the date of this agreement, the Seller shall not transfer or license any rights to parties other than Buyer to use the Instrumental for any purpose. This exclusive license, however, is subject to respecting non-exclusive licenses for the Instrumental made with other parties prior to the execution of this Agreement. Previous licensees will retain their rights in full as per Seller’s agreement with them.
RIGHTS IN THE INSTRUMENTAL RETAINED BY SELLER
The Seller maintains full copyright ownership of the Instrumental, both in its mixed and tracked- out forms. Buyer is expressly forbidden from loaning, renting, reselling, or re-assigning rights to the Instrumental, in whole or in part, to any other party. This prohibition includes the Instrumental as it is provided to the Buyer, and as the Buyer may transform it by remixing, rearranging, excerpting fragments, or by removing any melodies, instruments, or tracks from the Instrumental itself.
SELLER’S WARRANTY
The Seller warrants that the Instrumental contains only sounds properly licensed to the Seller or created by the Seller, and contains no samples that require third-party copyright clearance or licensing.
SCOPE AND DURATION OF LICENSE
Buyer may record, use, reproduce, distribute, perform, sell, and license the New Work in any format, in any quantity, on any medium, in any location worldwide, for any purpose. The license is granted in perpetuity from the date of execution of this agreement, subject to the Buyer’s adherence to the terms of this Agreement.
BUYER’S RIGHTS IN THE NEW WORK
The Seller grants to the Buyer the express license to record, perform, display, reproduce, distribute, and sell the New Work, its master sound recording, and videos incorporating the New Work. The Buyer further has the right to grant licenses of any kind for any uses of the New Work and the master sound recording to any parties under any terms of the Buyer’s choosing. These rights and licenses are granted by Seller on the condition that Seller’s full interests in the New Work and the master sound recording are preserved. The Buyer may solely and unilaterally exercise these rights and grant these licenses on behalf of the Seller. The Buyer will promptly notify the Seller when any such exploitation of the copyright occurs, and make an accounting to Seller of the income generated thereby.
BUYER’S OBLIGATIONS
The Buyer must sign this agreement and deliver it to the Seller.
The Buyer is solely responsible for securing rights for all lyrics, samples, tracks, vocals, instrumentals, or other material added by the Buyer in conjunction with the Instrumental to create the New Work. The Buyer warrants that the Buyer holds or will have obtained all such rights before any reproduction or distribution of the New Work occurs.
The Buyer agrees to fully indemnify and hold harmless the Seller (and Seller’s officers, agents, and employees) of and from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of or relating to the Buyer’s use or alleged use of unlicensed or improperly licensed material in the creation of the New Work. Buyer agrees to give Seller prompt notice of any such proceedings whether or not the Seller is a named party in them.
Before the New Work is reproduced, distributed, or licensed for any use, Buyer agrees to provide to Seller a signed copy of a songwriting/publishing “split sheet” for the New Work confirming Seller’s share of authorship as defined above.
Before releasing the New Work or master sound recording for any revenue-generating purpose, Buyer shall register the New Work with Buyer’s affiliated domestic and foreign Performing Rights Organizations, identifying Seller as co-owner of the copyright in the percentage defined above. The Buyer may supply the Seller with a copy of the New Work, and one copy of the music video if such video is produced.
SELLER CREDIT
The Buyer shall include a credit on all physical and electronic copies of the New Work and the master sound recording acknowledging Seller’s role in the creation of the New Work. Acceptable printed credits include: “(BEATS BY DANOEBEATZ)” or “DANOEBEATZ.” Videos or films incorporating the New Work must contain this credit. Said credit shall be provided and displayed with all deployments of the New Work on streaming and sharing services such as Pandora, Spotify, YouTube, and all similar services.
DELIVERY OF INSTRUMENTAL
Seller shall deliver an untagged, mastered Instrumental in the WAV audio file format. Tracked out files of the Instrumental shall be delivered in the WAV format.
DELIVERY OF NOTICES TO SELLER
Any notice or document required of Seller to the Buyer may be delivered by Mail to: danoebeatz2019@gmail.com