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Making Music TV

The document is a synchronization license agreement between a licensor and licensee. It grants the licensee non-exclusive rights to use musical compositions listed in Exhibit A for a promotional program. Both parties make representations about having the rights to enter the agreement and not violating any laws. The agreement also outlines indemnification, notices, no failure to perform clauses, successors, independent contractor status, and governing law.

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0% found this document useful (0 votes)
163 views8 pages

Making Music TV

The document is a synchronization license agreement between a licensor and licensee. It grants the licensee non-exclusive rights to use musical compositions listed in Exhibit A for a promotional program. Both parties make representations about having the rights to enter the agreement and not violating any laws. The agreement also outlines indemnification, notices, no failure to perform clauses, successors, independent contractor status, and governing law.

Uploaded by

pepot
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 8

SYNCHRONIZATION LICENSE AGREEMENT

Date: _____________

“Licensor”: __________________________
__________________________
__________________________

“Licensee”: __________________________
__________________________
__________________________

1. Licensor grants to Licensee the non-exclusive rights set forth on Exhibit "A" attached hereto and incorporated
by this reference for the exploitation and other use of the musical composition(s) listed on Exhibit "A" (each, a “Composition”) in
and in connection with the promotional program set forth in Exhibit A (the “Program”) pursuant to the terms set forth in Exhibit
“A”. All expressions used herein, unless separately defined, shall have the meaning given to them in Exhibit A. Where multiple
musical compositions are being licensed hereunder, the singular term “Composition” shall refer to each musical composition
being licensed. With respect to any musical composition licensed hereunder in which the rights that are the subject of this
agreement are owned or controlled by Licensor only in part, the term “Composition” shall only refer to that portion of the
composition in which such rights are owned or controlled by Licensor.

2. This agreement does not authorize any use of the Composition that is not set forth in this agreement. All rights
not expressly granted in this agreement are reserved by Licensor.

3. To the extent, if at all, that Licensee accords credit to other third party licensors granting rights to incorporate
musical compositions into the Event Recording(s) used via one or more Platforms in connection with the Program, Licensee
shall accord credit to Licensor (in substantially the form set forth in Exhibit A) in connection with the use of the Event
Recording(s) on such Platforms for which credit was given to such other licensor(s), in a size, style and prominence that is
substantially similar to the credits accorded to such other licensor(s). The inadvertent failure by Licensee to comply with the
foregoing credit obligation shall not be a breach of this agreement, but Licensee shall use commercially reasonable efforts to
cure such failure after Licensor provides Licensee with written notice of such failure.

4. Licensor represents and warrants that: (i) it has the legal right and power to enter into and fully perform this
agreement and grant the rights granted in this agreement; (ii) its execution and performance of this agreement will not violate
any third-party rights, the provisions of any agreement to which it is a party, or any applicable law; (iii) the Composition and the
use thereof in accordance with this agreement will not violate any law or infringe upon the rights of any third party (including,
without limitation, copyrights, trademark rights and rights of publicity and privacy); and (iv) as between Licensor and Licensee,
Licensor shall obtain any and all necessary licenses and consents from, and pay all royalties and other applicable amounts to,
any and all applicable songwriters and/or other third parties who are entitled to a royalty arising directly from the permitted
exploitation of the Composition hereunder. Licensor shall indemnify, defend and hold Licensee and the Sponsor(s), and their
respective parent companies, subsidiaries, associated or affiliated companies, successors, predecessors and assigns, and each
of their respective officers, directors, employees, licensees, agents, subcontractors and attorneys harmless of, from and against
any and all liabilities, losses, damages, claims and expenses (including, but not limited to, reasonable outside attorneys' fees
and court costs, whether or not litigation is actually commenced) arising from or in connection with any third-party claim relating
to a breach of Licensor’s covenants, obligations, representations and/or warranties set forth in this agreement.

5. Licensee represents and warrants that: (i) it has the legal right and power to enter into and fully perform this
agreement; and (ii) its execution and performance of this agreement will not violate any third-party rights, the provisions of any
agreement to which it is a party, or any applicable law. Licensee shall indemnify, defend and hold Licensor, its parent
companies, subsidiaries, associated or affiliated companies, successors, predecessors and assigns, and each of their
respective officers, directors, employees, licensees, agents, subcontractors and attorneys harmless of, from and against any
and all liabilities, losses, damages, claims and expenses (including, but not limited to, reasonable outside attorneys' fees and
court costs, whether or not litigation is actually commenced) arising from or in connection with any third-party claim relating to a
breach of Licensee’s covenants, obligations, representations and warranties set forth in this agreement. Except as otherwise
set forth herein, Licensee makes no warranty or representation, express or implied, to Licensor.

6. No failure by Licensee to perform any of its obligations hereunder shall be deemed a breach hereof unless and
until Licensor has given written notice of such failure to Licensee and Licensee does not cure such failure within thirty (30) days
after receipt of such notice. The rights and remedies of each party in this agreement are not to the exclusion of any other rights
or remedies of such party, and each party may decline to exercise one or more of its rights and remedies as it may deem
appropriate without jeopardizing any other of its rights or remedies. Notwithstanding anything in this agreement, each of the
parties may at any time exercise any right it now has or at any time hereafter may be entitled to as a member of the public as
though this agreement were not in existence. All parties agree that Licensee’s judgment with respect to matters affecting the
Program and the marketing and promotion thereof shall not be subject to dispute by Licensor. Nothing contained in this
agreement obligates Licensee to use any Composition(s) or other materials in or in connection with the Program or otherwise.
7. Licensor's rights and remedies in the event of a breach of this agreement by Licensee shall be limited to
Licensor's right, if any, to recover damages in an action at law, and in no event shall Licensor be entitled by reason of any
breach of the agreement or otherwise to enjoin, restrain or seek to enjoin or restrain the Program, use of the Composition(s) or
any activities related to any of the foregoing. Neither party hereto will be liable to the other party for any indirect, incidental,
consequential, punitive or special damages, arising out of or related to this agreement, including damages for loss of business
profits, business interruption, loss of business information, and the like, even if such party has been advised of the possibility of
such damages.

8. This agreement is binding upon and shall inure to the benefit of the respective successors, licensees and/or
assigns of the parties hereto. Producer may assign its rights and obligations hereunder in whole or part to any Sponsor(s), and
each party hereto may assign its rights and obligations hereunder in whole or part to any parent, subsidiary or affiliate, or to any
person or entity acquiring all or a substantial portion of the assets or business of such party, and such rights and obligations may
be further assigned by any assignee thereof under similar circumstances; provided, however, that the assigning party shall
remain secondarily liable for its obligations hereunder. Except as expressly set forth in this agreement, this agreement shall not
be deemed to give any right or remedy to any third party. In entering into this agreement, Licensor and Licensee will have the
status of independent contractors. Accordingly, there is no joint venture, partnership, agency or fiduciary relationship existing
between the parties, and the parties do not intend to create any such relationship by this agreement.

9. All notices to be sent to a party hereunder shall be addressed to such party at the address set forth on the first
page hereof or at such other address as such party shall designate in writing from time to time. All notices under this agreement
must be in writing in order to be effective, and shall be deemed to have been duly given or made: (i) on the date delivered in
person, or (ii) if sent by Federal Express, U.P.S. Next Day Air or other internationally recognized overnight courier service or
overnight express mail, with service charges or postage prepaid, on the next business day after delivery to the courier service or
express mail service (if sent in time for and specifying next day delivery).

10. This agreement shall constitute a binding and enforceable agreement embodying the entire agreement of the
parties hereto with respect to the subject matter hereof, and no modification, amendment or waiver of any provision hereof shall
be binding unless confirmed by a written instrument signed by each party hereto. If any term of this agreement or any
application thereof is determined, by any legally constituted body having jurisdiction to make such determination, to be illegal,
invalid or unenforceable, the remainder of this agreement and any other application of such term or provision shall not be
affected thereby, and such illegal, invalid or unenforceable provision shall be reworded, if possible, so as to make it legal, valid
and enforceable. The validity, interpretation and legal effect of this agreement shall be governed by the laws of the State of New
York applicable to contracts entered into and intended to be performed entirely in that state. Any disputes between the parties
hereto arising out of or relating to this agreement shall be subject exclusively to the jurisdiction of the state and federal courts
sitting in New York, New York.

11. This agreement may be executed in one or more counterparts, each of which when taken together, will be
deemed to constitute one and the same instrument. Facsimile and/or electronic signatures on this agreement will be deemed
originals for all purposes.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first set forth above.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first set forth above.

[_______________________] [_______________________]

By: ________________________ By:________________________


Authorized Signatory Authorized Signatory
EXHIBIT A

Composition(s) / _______________________ / ____%


Percentage Controlled:

Writer(s): _______________________

Program: _______________________

Sponsor(s): _______________________

Term: The “Term” is one-hundred [eighty (180) days] following the first use of the
Composition(s) as embodied in the Event Recording(s) (as defined below).

“Territory”: The world.

Credit: _______________________

Rights Granted: Licensee and the Sponsor(s) shall have all rights necessary throughout the
Territory during the Term to:
(a) record, reproduce, edit (including for timing and objectionable content
purposes), synchronize, encode and otherwise modify the Composition(s), or
any portion thereof, multiple times, for up to its entire length each time
(including in each case together with the products, advertising and/or branding
of the Sponsor(s), live performance footage, interviews, backstage footage
and so-called “B-roll” footage, other visual images and/or other audio, sound
effects and other content), in each instance for purposes of creating the Event
Recordings and facilitating the use and promotion of the Event Recordings
contemplated herein;
(b) transmit, distribute, display, communicate, perform and otherwise use
and make available to the public the Composition(s) solely as embodied in the
Event Recording(s) and solely via the Platforms; and
(c) transmit, distribute, display, communicate, perform and otherwise use
and make available to the public the Composition(s) solely as embodied in the
Event Recording(s), as well as the title of the Composition(s) and the
applicable writers’ names, in and in connection with the marketing, promotion,
advertising and execution of the Program and the availability and use of the
Event Recordings.
The foregoing rights may be sublicensed by Licensee and the Sponsor(s)
solely to facilitate the execution of the Program and the use of the
Composition(s) permitted hereunder.
As used herein, the term “Event Recordings” means, collectively, the
following: (i) full-length concert performance videos capturing artists’
performances at concert events occurring in connection with the Program
(each, a “Concert Video”); (ii) individual, single-song performance videos
derived from the Concert Videos; and (iii) promotional trailers, “best of” videos
and other similar compilations derived from or otherwise pertaining to the
foregoing concert events.

Platforms: The “Platforms” are Sponsors’ and their respective affiliates’ respective
branded channels and other digital delivery outlets (e.g., websites, mobile
platforms, set-top and desktop apps, video on demand, as advertising, etc.), in
each instance solely in the form of streaming transmissions (i.e., no
downloading of the Event Recordings will be permitted).

License Fee: _________________ Dollars ($____), pro-rated to the extent the Composition
comprises less than 100% of the musical composition(s) listed above or to the
extent Licensor controls rights for less than the entire world.
AGREEMENT FOR PERFORMANCE AND EVENT RECORDINGS

Date: _____________

“Lender”: ___________________
___________________
___________________

“Producer”: ___________________
___________________
___________________

1. Subject to the consent of Artist’s record label set forth on Exhibit A (“Label”), if applicable, which consent
will be in the form of the exclusivity waiver set forth below the signature blocks of this agreement (the “Label Waiver”),
Lender, on behalf of itself and the artist set forth on Exhibit A (“Artist”), grants to Producer the rights set forth on Exhibit A
for the creation of the Event Recordings (as defined on Exhibit A) in connection with the event set forth on Exhibit A (the
“Event”) and the use of the Event Recordings and other content and materials described on Exhibit A via the media,
formats, channels and/or platforms set forth in Exhibit A (collectively, the “Platforms”) in and in connection with the
promotional program set forth on Exhibit A (the “Program”) anticipated to be executed by or on behalf of the Program
sponsor(s) set forth in Exhibit A (the “Sponsor(s)”). All expressions used herein, unless separately defined, shall have the
meaning given to them in Exhibit A.

2. To the extent, if at all, that Producer accords credit to other recording artists appearing on live recordings
used via one or more Platforms in connection with the Program, Producer shall accord credit to Artist (in substantially the
form set forth in Exhibit A) in connection with the use of the Event Recording(s) on such Platforms for which credit was
given to such other recording artist(s), in a size, style and prominence that is substantially similar to the credits accorded
to such other recording artists. The inadvertent failure by Producer to comply with the foregoing credit obligation shall not
be a breach of this agreement, but Producer shall use commercially reasonable efforts to cure such failure after Lender
provides Producer with written notice of such failure.

3. Lender represents and warrants that: (i) subject to Label executing the Label Waiver, Lender has the
legal right and power to enter into and fully perform this agreement and grant the rights granted in this agreement; (ii)
without limiting the foregoing, there exists a binding, written agreement between Lender and Artist expressly authorizing
Lender to grant rights on Artist’s behalf as contemplated herein; (iii) subject to Label executing the Label Waiver, Lender’s
execution of this agreement, and its and Artist’s performance of this agreement, will not violate any third-party rights, the
provisions of any agreement to which it is a party or any applicable law; (iv) the Event Recording(s) and all other content
or materials licensed hereunder, and the use thereof in accordance with this agreement, will not violate any law or infringe
upon the rights of any third party (including, without limitation, copyrights, trademark rights and rights of publicity and
privacy); and (v) as between Lender and Producer, Lender shall obtain any and all necessary licenses and consents from,
and pay all royalties and other applicable amounts to, Artist, Label and any and all other applicable musicians, vocalists
and/or other third parties who are entitled to a royalty arising from the permitted use of the Event Recording(s) and all
other content or materials licensed hereunder. Lender shall indemnify, defend and hold Producer and the Sponsor(s),
and their respective parent companies, subsidiaries, associated or affiliated companies, successors, predecessors and
assigns, and each of their respective officers, directors, employees, licensees, agents, subcontractors and attorneys
harmless of, from and against any and all liabilities, losses, damages, claims and expenses (including, but not limited to,
reasonable outside attorneys' fees and court costs, whether or not litigation is actually commenced) arising from or in
connection with any third-party claim relating to a breach of Lender’s or Artist’s covenants, obligations, representations
and/or warranties set forth in this agreement.

4. Producer represents and warrants that: (i) it has the legal right and power to enter into and fully perform
this agreement; and (ii) its execution and performance of this agreement will not violate any third-party rights, the
provisions of any agreement to which it is a party, or any applicable law. Producer shall indemnify, defend and hold
Lender, Artist and Label, and their respective parent companies, subsidiaries, associated or affiliated companies,
successors, predecessors and assigns, and each of their respective officers, directors, employees, licensees, agents,
subcontractors and attorneys harmless of, from and against any and all liabilities, losses, damages, claims and expenses
(including, but not limited to, reasonable outside attorneys' fees and court costs, whether or not litigation is actually
commenced) arising from or in connection with any third-party claim relating to a breach of Producer’s covenants,
obligations, representations and warranties set forth in this agreement. Except as otherwise set forth herein, Producer
makes no warranty or representation, express or implied, to Lender, Artist, Label or any third party.

5. No failure by Producer to perform any of its obligations hereunder shall be deemed a breach hereof
unless and until Lender has given written notice of such failure to Producer and Producer does not cure such failure within

1
thirty (30) days after receipt of such notice. The rights and remedies of each party in this agreement are not to the
exclusion of any other rights or remedies of such party, and each party may decline to exercise one or more of its rights
and remedies as it may deem appropriate without jeopardizing any other of its rights or remedies. Notwithstanding
anything in this agreement, each of the parties may at any time exercise any right it now has or at any time hereafter may
be entitled to as a member of the public as though this agreement were not in existence. All parties agree that Producer’s
judgment with respect to matters affecting the Program and the marketing and promotion thereof shall not be subject to
dispute by Lender, Artist or Label. Nothing contained in this agreement obligates Producer to use any Event Recordings
or other materials in or in connection with the Program or otherwise.

6. Each of Lender’s, Artist’s and Label’s rights and remedies in the event of a breach of this agreement by
Producer shall be limited to Lender’s right, if any, to recover damages in an action at law, and in no event shall Lender,
Artist or Label be entitled by reason of any breach of the agreement or otherwise to enjoin, restrain or seek to enjoin or
restrain the Event, the Program, use of the Event Recordings or any activities related to any of the foregoing. Neither
party hereto will be liable for any indirect, incidental, consequential, punitive or special damages, arising out of or related
to this agreement, including damages for loss of business profits, business interruption, loss of business information, and
the like, even if such party has been advised of the possibility of such damages.

7. This agreement is binding upon and shall inure to the benefit of the respective successors, licensees
and/or assigns of the parties hereto. Producer may assign its rights and obligations hereunder in whole or part to any
Sponsor(s), and each party hereto may assign its rights and obligations hereunder in whole or part to any parent,
subsidiary or affiliate, or to any person or entity acquiring all or a substantial portion of the assets or business of such
party, and such rights and obligations may be further assigned by any assignee thereof under similar circumstances;
provided, however, that the assigning party shall remain secondarily liable for its obligations hereunder. Except as
expressly set forth in this agreement, this agreement shall not be deemed to give any right or remedy to any third party.
In entering into this agreement, Lender and Producer will have the status of independent contractors. Accordingly, there
is no joint venture, partnership, agency or fiduciary relationship existing between the parties, and the parties do not intend
to create any such relationship by this agreement.

8. All notices to be sent to a party hereunder shall be addressed to such party at the address set forth on the
first page hereof or at such other address as such party shall designate in writing from time to time. All notices under this
agreement must be in writing in order to be effective, and shall be deemed to have been duly given or made: (i) on the
date delivered in person, or (ii) if sent by Federal Express, U.P.S. Next Day Air or other internationally recognized
overnight courier service or overnight express mail, with service charges or postage prepaid, on the next business day
after delivery to the courier service or express mail service (if sent in time for and specifying next day delivery).

9. This agreement shall constitute a binding and enforceable agreement embodying the entire agreement of
the parties hereto with respect to the subject matter hereof, and no modification, amendment or waiver of any provision
hereof shall be binding unless confirmed by a written instrument signed by each party hereto. If any term of this
agreement or any application thereof is determined, by any legally constituted body having jurisdiction to make such
determination, to be illegal, invalid or unenforceable, the remainder of this agreement and any other application of such
term or provision shall not be affected thereby, and such illegal, invalid or unenforceable provision shall be reworded, if
possible, so as to make it legal, valid and enforceable. The validity, interpretation and legal effect of this agreement shall
be governed by the laws of the State of New York applicable to contracts entered into and intended to be performed
entirely in that state. Any disputes between the parties hereto arising out of or relating to this agreement shall be subject
exclusively to the jurisdiction of the state and federal courts sitting in New York, New York.

10. This agreement may be executed in one or more counterparts, each of which when taken together, will be
deemed to constitute one and the same instrument. Facsimile and/or electronic signatures on this agreement will be
deemed originals for all purposes.

2
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first set forth above.

[_______________________] [_______________________]

By: By:
Authorized Signatory Authorized Signatory

ARTIST INDUCEMENT

The undersigned, referred to in the agreement above as “Artist”, hereby acknowledges that he/she has read and is
familiar with all the terms and conditions of the agreement above, assents to the execution thereof by the entity referred to
therein as “Lender”, guarantees the performance by such entity of such agreement, and agrees to be bound by all of the
terms and conditions thereof.

[_____________________]

LABEL WAIVER

The undersigned, referred to in the agreement above as “Label”, hereby acknowledges that it has read the agreement
above and consents to the execution of the same by the person(s) and entity(ies) respectively referred to as “Artist” and
“Lender,” consents to the granting by Artist and Lender of all the rights granted by Artist and/or Lender therein, agrees to
be bound by any provisions in such agreement which expressly refer to Label, and agrees to waive any exclusive rights it
may have in and to the services of Artist solely as it relates to Artist’s performance(s) and appearance(s) on the Event
Recording(s) and the other content and materials licensed under such agreement, and the exploitation of the rights
granted in such agreement.

[_______________________]

By:
Authorized Signatory

3
EXHIBIT A

Event: Live concert performance by Artist on or about _______________, 20__ at


______________ in ______________, __________. As between Producer and
Lender, __________ shall be responsible for staging the Event.

Program: _____________________

Sponsor(s): _____________________

Artist: _____________________

Label: _____________________

“Term”: [One-hundred eighty (180) days] following first use of the Event Recording(s), the
first [ninety (90) days] of which shall constitute the “Exclusive Period” and the
subsequent [ninety (90) days] of which shall constitute the “Non-Exclusive Period”.

“Territory”: The world.

Credit: ________________

Services: Artist agrees that, as part of the Event, Artist will appear and perform no fewer than
[eight (8)] individual songs in front of a live audience. Artist will also participate in an
interview to be conducted during the Event.
Artist will also promote the Event and the availability of the associated Event
Recordings at least once prior to the Event and at least once following the Event, in
each instance through artist-affiliated channels within the Platforms and through
Artist’s applicable communication outlets and social media properties such as
Twitter, Facebook, Instagram, Vine, Artist’s website(s), newsletter(s), etc. (e.g.,
Event day reminder tweets to fans and post-Event tweets with instructions for how to
access the applicable Event Recordings, etc.), and make itself reasonably available
to Producer and the Sponsor(s) to coordinate and effectuate such promotion.
Notwithstanding the foregoing or anything to the contrary in this agreement, in no
instance will Artist be required to endorse any Sponsor or any of their respective
products or services.

Rights Granted: (i) Producer and its designee(s) shall have the right, but not the obligation, to access
the Event and to film, record and photograph Artist at and in connection with the
Event (including, without limitation, all musical performances, rehearsals, interviews
and other activities occurring therein and/or in connection therewith) and to create
still photographs, audio-only recordings and/or audiovisual recordings therefrom
(collectively, “Event Recording(s)”).
(ii) Producer and the Sponsor(s) shall have all rights necessary throughout the
Territory during the Term, but not the obligation, to:
(a) reproduce, edit (including for timing and objectionable content purposes),
synchronize, encode and otherwise modify the Event Recording(s), or any portion
thereof, multiple times, for up to its entire length each time (including in each case
together with the products, advertising and/or branding of the Sponsor(s), other
visual images and/or other audio, sound effects and other content), to facilitate the
use of the Event Recordings by means of the Authorized Uses (as defined below);
(b) exhibit, transmit, distribute, display, communicate, perform and otherwise use
and make available to the public Artist’s performance(s) at the Event and the Event
Recording(s) solely via the Platforms by means of the Authorized Uses; and
(c) reproduce, display, transmit, make available and otherwise use the Event
Recordings and the name(s), voice(s), likeness(es), images and biographical
materials of Artist and all of Artist’s members, employees, contractors and
associated personnel, in and in connection with the marketing, promotion,

4
advertising and execution of the Program, the Event and the availability and use of
the Event Recordings.
The foregoing rights may be sublicensed by Producer and the Sponsor(s) solely to
facilitate the execution of the Program and the use of the Event Recordings
permitted hereunder.

Authorized Uses: Producer’s rights to make available Artist’s performance(s) at the Event and the
Event Recordings as set forth herein shall apply in respect of the following uses
(collectively, the “Authorized Uses”), in each instance solely in streaming format:
(i) Concert Video: A full-length concert performance video to be (a) transmitted in its
entirety in the form of a live, linear digital video stream, and (b) retransmitted in an
unlimited number of retransmissions (including in an edited form), each made
available solely in the form of a linear, non-interactive (i.e., not on-demand) digital
video stream;
(ii) Single-Song Performance Videos: Individual, single-song performance videos
derived from the Event; and
(iii) Trailers: Promotional trailers, “best of” videos and other similar compilations
derived from the Event Recordings.

“Platforms”: Sponsors’ and their respective affiliates’ respective branded channels and other
digital delivery outlets (e.g., websites, mobile platforms, set-top and desktop apps,
video on demand, as advertising, etc.).

Ownership: As between Producer and Lender, all rights, title and interests in and to the Event
Recordings (excluding any and all Producer and/or Sponsor-owned or affiliated
products, advertising, branding, images or other content or materials (collectively,
“Excluded Property”)) at all times were intended to be and are hereby confirmed to
be “works made for hire” (within the meaning of the United States Copyright Act, as
amended, 17 U.S.C. §§ 101, et seq.) for Lender. In the event that the Event
Recordings or any portion(s) thereof (excluding the Excluded Property) are deemed
not to be works made for hire for Lender, then Producer hereby irrevocably transfers
and assigns to Lender, throughout the universe and in perpetuity, all rights, title and
interests in and to the Event Recordings or the applicable portions thereof (excluding
the Excluded Property).
Notwithstanding the foregoing, the rights in and to the Event Recordings granted
herein shall be exclusive to Producer and the Sponsor(s) during the Exclusive
Period, and accordingly neither Lender, Artist, Label nor any of their respective
distributors, assigns, licensees or designees (other than Producer, the Sponsor(s)
and their sublicensees) shall be permitted to use, or to authorize the use of, the
Event Recordings during the Exclusive Period.
For the avoidance of doubt, Lender shall be permitted to use, and to authorize the
use of, the Event Recordings at any and all times after the Exclusive Period
(including during the Non-Exclusive Period) without obligation to Producer; provided,
however, that in connection with all such use: (a) Lender shall remove any and all
Excluded Property from the Event Recordings (or obtain all necessary rights,
licenses and consents and pay all applicable royalties and other amounts required to
be paid for such use(s) which include any Excluded Property); and (b) Lender shall
be solely responsible for obtaining and paying for any and all necessary clearances,
approvals and licenses from any and all third parties whose appearance,
performance, contributions or other content or materials are embodied in the Event
Recordings (including, without limitation, Artist and all producers, mixers, engineers,
camera crew, musicians, vocalists and other contributors) as well as any and all
persons and entities who may have an interest in or to the musical composition(s)
embodied in the Event Recordings.

Compensation: _____________ Dollars ($_________) payable to ____________.

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