Wav & Mp3

THIS NON-EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into as of {CONTRACT_DATE} (the “Effective Date”), by and between:

  • Producer/Licensor: {PRODUCT_OWNER_FULLNAME}, professionally known as {PRODUCER_ALIAS}, with a principal address at [Insert Producer’s Address if available], and
  • Licensee: {CUSTOMER_FULLNAME}, residing at {CUSTOMER_ADDRESS}.

WHEREAS, Producer is the sole owner and creator of the instrumental music file entitled “{PRODUCT_TITLE}” (the “Beat”);

WHEREAS, Licensee desires to obtain a non-exclusive license to use the Beat pursuant to the terms set forth herein; and

NOW, THEREFORE, in consideration of Licensee’s payment of $ {PRODUCT_PRICE} (the “License Fee”) and the mutual promises contained herein, the parties agree as follows:

This Agreement is issued solely in connection with and for Licensee’s use of the Beat pursuant and subject to all terms and conditions set forth herein.

  1. License Fee: The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a annual reoccurring payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.
  1. Delivery of the Beat:
  2. Licensor agrees to deliver the Beat as a high-quality {FILE_TYPE}, as such terms are understood in the music industry.
  3. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.
  4. Term: The Term of this Agreement shall be one (1) year and this license shall expire on the one (1) year anniversary of the Effective Date.

License Grant and Use of the Beat

  1. Grant of License:
    In exchange for the License Fee, Producer grants Licensee a limited, non-exclusive, nontransferable license to use the Beat solely for the creation of one (1) New Song, as defined below.
  2. Definition of New Song:
    For purposes of this Agreement, a “New Song” is any new musical work that incorporates all or a portion of the Beat. A New Song may be created by:
    • Recording original lyrics over the Beat, and/or
    • Integrating portions or samples of the Beat into pre-existing instrumental music that Licensee has written, produced, or owns.
  3. Permitted Modifications:
    Licensee is permitted to modify the Beat for integration into the New Song. Such modifications include changes to the arrangement, length, tempo, or pitch of the Beat to suit the artistic needs of the New Song intended for public release.
  4. Usage Limitations and Ownership:
    • This license is strictly limited to the creation and use of one New Song.
    • Licensee does not acquire any ownership rights in the Beat. All rights to the original Beat remain with the Producer.
    • The rights granted under this section allow the use of the Beat only as a component of the New Song.
  5. Scope of Distribution:
    The license granted herein permits Licensee to distribute the New Song, subject to any additional terms and restrictions set forth elsewhere in this Agreement.

  1. Worldwide Non-Exclusive License Grant
    Grant of License:
    Producer grants Licensee a worldwide, non-exclusive license to use the Beat solely as it is incorporated into the New Song. This license is limited to the purposes and manners expressly set forth in this Agreement.
    Permitted Use and Restrictions:
    Licensee may use the Beat only as part of the New Song and in accordance with all sale restrictions, limitations, and prohibited uses detailed in this Agreement.
    Acknowledgment of Non-Exclusivity:
    Licensee acknowledges and agrees that the rights granted herein are non-exclusive. Producer retains the right to license the Beat to other third parties on the same or similar terms, without limitation.
  2. Video Synchronization and Broadcasting Rights
    • Synchronization Right:
      Licensee may synchronize the New Song with one audiovisual work (the “Video”) provided that the Video does not exceed five (5) minutes in length. (If the New Song is longer than five (5) minutes, the Video’s duration shall not exceed the length of the New Song.)
    • Conditions for Video Use:
      The right to use the New Song in the Video is expressly conditioned upon:
      • Producer Credit: The New Song must clearly credit the Producer in the Video and in any related promotional materials. Acceptable credits include, for example, “Produced by Ermusiclab” or “Produced by Julius Gunn,” or as otherwise agreed upon by the parties.
      • Profit Sharing: Licensee agrees that any profits or revenues derived from the broadcasting, streaming, or digital distribution of the Video shall be shared with the Producer on a 50/50 basis.
    • Broadcasting and Distribution:
      The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download (e.g., on YouTube, Vevo, etc.), subject to the conditions stated above. No additional synchronization rights are granted beyond those expressly provided in this section.
  3. Distribution and Sales Rights
    • Unlimited Digital Distribution:
      The Licensee may distribute the New Song in both physical and digital formats without any numerical limitations. This includes: Digital Downloads: Unlimited copies may be sold or offered for free.
      • Audio Streaming: Unlimited monetized audio streams are permitted.
      • Video Streaming: Unlimited monetized and non-monetized video streams are allowed.
      • Free Downloads: Unlimited free downloads are permitted.
    • ISRC Code Requirement:
      The Licensee must use the International Standard Recording Code (ISRC) provided by ER Musiclab on all digital distributions of the New Song.
      This ISRC code must be incorporated in all relevant metadata, digital storefront listings, and any associated promotional materials to ensure proper tracking and crediting.
      Failure to include the designated ISRC code constitutes a breach of this Agreement.
    • Limitation on the Use of the Original Beat:
      The New Song must incorporate the Beat and must not be sold or distributed in the Beat’s original form.
      Any distribution of the Beat as originally delivered by the Producer will be deemed a material breach of this Agreement.
    • Additional Packaging Options:
      The New Song may be offered as a standalone single or as part of a compilation (such as an EP or full-length album) through digital retailers and physical formats (including CDs and vinyl records).
  4. Royalties and Profit Sharing Obligations
    • Subject to the Licensee’s compliance with the terms and conditions of this Agreement, the Licensee shall be required to account for and pay to the Producer fifty percent (50%) of all royalties, fees, and other monies received or collected in connection with the use or exploitation of the New Song as set forth in this Agreement. This obligation does not include mechanical royalties that are governed by separate statutory provisions. All such payments shall be made in accordance with the payment schedule and reporting requirements detailed in this Agreement.
  1. Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:
    • The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;
    • The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.
    • The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called “samples”.
    • Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.
  2. Content Identification and Registration Permissions
    The Licensee is permitted to register the Beat and/or New Song with any content identification system, service provider, music distributor, record label, or digital aggregator (for example, TuneCore, CDBaby, or any similar provider) only after first obtaining prior written permission from ER Musiclab. The purchase of this track does not constitute express permission for such registration; permissions are granted on a case-by-case basis, at the sole discretion of ER Musiclab. This requirement is intended to prevent any potential copyright infringement claims arising from unauthorized registration or distribution. Failure to obtain the necessary permission before registration will be considered a violation of this Agreement, and such violation may result in the immediate revocation of the License without notice or compensation.
  3. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.
  1. Ownership:
    • The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer.
  2. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement.
    • Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.
  3. With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:
  • Producer shall own, control, and administer Fifty Percent (50%) of the so-called “Publisher’s Share” of the underlying composition.
    • In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher’s share of the New Song.
  1. The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.
  2. Mechanical License: If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.
  3. Credit: Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer’s credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by “ER Music Lab” or “Julius Gunn” whichever you’d prefer.
  4. Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee paid in a manner of the licensee’s choosing. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.
  5. Breach by Licensee:
    1. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.
    2. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.
    3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys’ fees.
  6. Warranties, Representations, and Indemnification:
    1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
    2. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.
  7. Miscellaneous
    This Agreement constitutes the entire understanding of the parties and is intended as the final expression of their agreement. It cannot be altered, modified, amended, or waived, in whole or in part, except by a written instrument (email being sufficient) signed by both parties hereto. This Agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this Agreement be held void, invalid, or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall remain effective as though such void, invalid, or inoperative provision had not been contained herein. No failure by Licensor to perform any of its obligations hereunder shall be deemed a material breach of this Agreement until the Licensee provides written notice of such failure, and such failure is not cured within thirty (30) days of the notice. If a breach is not reasonably capable of being cured within such thirty (30) day period, or if the Licensor fails to commence and diligently pursue a cure within that time, then such breach shall be deemed material.
    Governing Law and Jurisdiction:
    This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona, without regard to any conflict of laws principles. The exclusive jurisdiction and venue for any action, suit, or proceeding arising out of or relating to this Agreement shall be the state or federal courts located in Arizona.
    Notices:
    All notices pursuant to this Agreement shall be in writing and delivered by registered or certified mail, return receipt requested (prepaid), to the addresses provided herein or such other addresses as may be designated by either party in writing. Notices shall be deemed received when delivered. Any notice mailed shall be deemed received five (5) business days after mailing; any notice dispatched by expedited delivery service shall be deemed received two (2) business days after dispatch.
    Licensee Contact Information and Accuracy:
    For the purposes of this Agreement, the Licensee is required to provide and use their full legal name and an accurate, current physical mailing address at which they are capable of receiving mail. If the Licensee fails to provide correct and valid contact information, or if any fraudulent or inaccurate information is provided, then this Agreement shall be rendered null and void. No refunds will be provided for any such fraudulent or inaccurate information.
    YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT THAT YOU FAIL TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVE YOUR RIGHT TO DO SO, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER AS A BASIS TO AVOID ANY OBLIGATIONS UNDER THIS AGREEMENT, OR TO INVALIDATE OR RENDER THIS AGREEMENT OR ANY PART THEREOF UNENFORCEABLE. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. In addition, a signed copy of this Agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it contained an original manual signature and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, if you do not sign this Agreement, your acknowledgment of having reviewed its terms and your payment of the License Fee shall serve as your signature and acceptance of its terms.