This agreement is by and between Goodieboy (herein referred to as the Licensee) and Publisher (hereinafter referred to as the Licensor).
1. RECORDED SONG – Licensor warrants and represents that it is the sole and exclusive owner and publisher of all rights, including a valid copyright, in the audio recordings and the underlying musical composition(s) as recorded which will be provided to Goodieboy by Licensor, hereinafter referred to as the “Recorded Content” if accepted, as submitted by Licensor. If Licensor is not the 100% owner of both the recording (Master rights) and the underlying recording (Sync rights), then multiple licensing agreements must be executed with all other owners in order to proceed forward.
2. LICENSOR GRANTS to Goodieboy the non-exclusive and non-assignable right to represent and re-license on a worldwide basis the Recorded Content for inclusion in Goodieboy’s for licensees’ commercial and non-commercial projects (TV shows, commercials, movies, etc.), as backing tracks or feature tracks. This does not supersede nor in any way affect any prior agreements now in effect with respect to any previously published releases of the Recorded Content. Licensing operations shall occur primarily via the Licensee’s web site’s licensing store, a fully owned Goodieboy property. Goodieboy may also use the Recorded Content to advertise and promote the Goodieboy web site and attract clients to license recorded music at the web site. Goodieboy shall determine at its sole discretion the pricing levels and negotiated licensing fees to be charged to clients for the licensing of the Recorded Songs based on usage and market conditions. Clients are informed per Client Agreement that no songs may be used for political or pornographic media without prior Licensor agreement. In the event that Goodieboy procures a license for the Recorded Content, it shall take any reasonable and customary steps to ensure that Licensor receives any and all performance royalties to which it may be entitled from Goodieboy’s licensees, and also take reasonable steps to facilitate Licensor being properly and customarily credited in any licensee projects featuring the Recorded Content.
3. REVENUE SHARE – Goodieboy shall pay to Licensor 75% of sales revenue attributable specifically to the sync and master use licensing revenue paid by Licensee’s clients of the recorded content. In any calendar quarter in which there is one or more licensing transactions, Goodieboy shall render and deliver to Licensor a quarterly royalty statement and payment of all royalties payable hereunder within 30 days after the end of each calendar quarter. Commission statements for each quarter shall be sent to licensor 45 days after the end of each quarter.
4. LICENSOR INDEMNIFIES and shall hold harmless Goodieboy from all loss, damage of expense (including reasonable attorney’s fees) arising out of or connected with any claim by a third party which is inconsistent with any of Licensor’s warranties in Section 1 above, or by reason of any adjudication invalidating the Licensor’s copyrights in the Recorded Songs listed on Schedule A and which results in a final, adverse, non-appealable judgement or a settlement entered into with Licensor’s consent. Licensor will not hold Licensee liable if Client willingly withholds or misleads Licensee with use of licensed track in reference to Section 2. In such cases, Licensor agrees to pursue legal action against Client and hold Licensee harmless.
5. DURATION – The term (duration) of this agreement is three years, and will automatically renew for an additional three year term unless either party wishes to discontinue and notifies the other party in writing via email or postal mail with a 30-day notice. In unique case by case basis, Licensor shall be permitted to provide a 30-day notice to terminate contract within the 3-year term with a one time negotiable fee, not to exceed $5,000, to be determined depending on each case.
6. GENERAL – This Agreement is non-assignable and shall be binding upon the heirs, successors and legal representatives of each of the parties hereto. This License Agreement is made in CA, and shall be governed by and construed in accordance with the laws of the United States of America and of the State of CA. Any cause of action of customer or its designated users with respect to the Service Agreement must be instituted within two years after the claim or cause of action has arisen or further action is barred.