This Agreement (“Agreement”) is entered into between Licensor (“Artist / Composer / Copyright Owner”) and R.J. Perry of MadLab Entertainment Group (“Producer”), its successors and assigns in connection with Producer’s license of the Composition for the Production (“Spooky Kisses Haunts”) during the Term (“Season Three”). A Season is defined as a specific period of time during which a television show airs New Episodes (Typically 12 months). A Season is a collection of episodes that are produced and broadcasted together as a cohesive unit.
Future “New” Seasons of the Production will require a new agreement to be signed by all parties, this agreement is ONLY valid for “Season Three” of the Production. This clause is entered and determined in good faith by the Producer in efforts to protect the Licensor from potential future exploitation in any form by any Producer’s successors or subsequent owners of the Production.
Licensor and Producer agree as follows:
Purpose of this Agreement:
Producer wishes to license the right to record the Composition in synchronization with the Production. This Agreement records the terms of that license and the obligations of both parties.
Licensor grants Producer a non-exclusive, right and license to record the Composition in synchronization with the Production and use such recording for the Approved Uses during the Term, and to distribute and exploit the Production in any media that exists at the date of this Agreement or which may be created at another point in time, throughout the world (“Rights”). In addition to the above, Producer is granted the non-exclusive right to use the name, likeness and biographical information of the artists, composers, and producers of the Composition in connection with the exploitation of the Production. Despite the above, nothing in this Agreement obligates Producer to use the Composition in the Production, and Producer makes no representation that Producer will use the Composition.
Ownership:
Notwithstanding the license of rights to Producer, Licensor remains the sole owner of the Composition and retains all publishing and public performance rights to the Composition. Producer understands and agrees that this Agreement does not transfer any public performance rights in the Composition and any performance of the Composition will be licensed in accordance with the rules and regulations of the applicable public performance organization. Producer hereby irrevocably transfers, on behalf of itself, its employees and agents, to Licensor.
Credit:
It is understood by the Licensor that Compensation shall be paid/collected via Performing Rights Organizations Only, such as (for example); ASPAC, BMI, SESAC. It is the responsibility of the Licensor to register, place, track and collect royalties for use of the Composition if used in the Production. It is assumed that NO monetary fee’s (Current or Future) shall be paid by the Producer directly to the Licensor for use of the Composition in the Production “Term” unless otherwise formally agreed to, and such an agreement would terminate and succeed this agreement.
Warranties and Representation:
Licensor warrants and represents that: (i) it is either the publisher of the Composition or owns the publishing rights to the Composition. (ii) Licensor has the sole right to enter into this Agreement in connection with its share of ownership of the publishing rights in the Composition; (iii) the Composition does not infringe the copyrights or any other rights of any person or entity; (iv) no adverse claim exists with respect to the Composition; (v) no assignment or pledge has been made of any rights in the publishing rights to the Composition; (vi) the rights granted to Producer will not violate the rights of any third party, and (vii) Producer will not be required to make payments to any parties for the use of the portion of the publishing rights controlled by Licensor.
Producer represents that Producer will only use the Composition for the Approved Uses (Production and Term) and will not use the Composition in any other manner, or in connection with any other Production.
Remedies:
Licensor agrees that if Producer is in breach of this Agreement that Licensor’s remedies will be limited to claim for monetary damages only and that Licensor will not be entitled to seek any form of injunctive or equitable relief and Licensor will not interfere with the distribution and exploitation of the Production.
Licensor and Producer (collectively, “We”) agree to the following legal terms: (a) This Agreement supersedes and replaces anything we have agreed upon regarding this subject matter prior to the date of this Agreement; (b) We are performing this Agreement as independent contractors, and this Agreement does not create any form of agency, joint venture, partnership, or employment relationship between us; (c) We agree to use digital signatures with timestamps to sign this Agreement, and we will consider them binding on each of us in the same way as physical signatures; (d) If we make any changes to this Agreement, those changes will only be valid and binding if they are in writing and signed by both parties; (e) If a court determines that any term or part of a term in this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect; (f) We agree to keep this Agreement confidential but may share it with our professional advisors; (g) This Agreement may only be assigned by Producer, and any assignee will be subject to its terms and conditions; (h) This Agreement will be governed by and construed in accordance with the laws of the state where the production occurs, without regard to conflict of laws principles, and we agree to resolve any claim regarding this Agreement in that state; (i) Notices will be sent to each other via email and will be effective upon receipt; (j) A waiver of one breach is not a waiver of any other breach; and (k) We will resolve any legal claims we have against each other by arbitration, and the prevailing party will be entitled to all attorneys’ fees and costs.
