This Non-Exclusive UNLIMITED (Contract Preview Only) License Agreement (the "Agreement"), made and effective as of [EFFECTIVE DATE] at [EFFECTIVE TIME] (the "Effective Date"), by and between Clément Daubresse p/k/a SLAKIN (the "Producer" or "Licensor") and [LICENSEE NAME] residing at [LICENSEE ADDRESS] ("You" or "Licensee"), sets forth the terms and conditions of the Licensee's use, and the rights granted in, the instrumental music file(s) entitled [TRACK TITLE] (the "Track") in consideration for Licensee's payment of 200.00 USD (the "License Fee"). For convenience, the term "Track" also refers to all files comprising that Track.
This Agreement is issued solely in connection with and for Licensee's use of the Track subject to all terms and conditions set forth herein.
1 - Fee
The Licensee agrees to pay a one-time license fee of 200.00 USD to the Producer for the rights granted in this Agreement. The Licensee acknowledges that they have read, understood, and agree to comply with the terms of this Agreement, which shall be legally binding upon execution. Acceptance of this Agreement is affirmed by payment of the License Fee. Rights to the Track are granted immediately upon the Producer's receipt of payment.
2 - Delivery
Upon receipt of payment, the Producer will provide the Licensee with the Track in WAV, MP3, and Track Stems formats via email. These formats are provided for the Licensee's use in accordance with the terms of this Agreement.
3 - Term
The term of this license is valid for a period of 10 years from the Effective Date of this Agreement. After the initial 10-year term, the License may be renewed or renegotiated by mutual agreement of both parties, subject to new terms and conditions.
4 - Permitted Uses
This Agreement grants the Licensee a non-exclusive, non-transferable, and unlimited license to use the Track as part of their own musical compositions (the "New Composition") for both commercial and non-commercial purposes. Specifically, the Licensee is authorized to:
Distribute the New Composition, which includes the Track, for unlimited audio streams and unlimited distribution copies.
Create and distribute unlimited monetized music videos and unlimited monetized video streams featuring the New Composition.
Broadcast the New Composition on unlimited radio stations.
Use the New Composition (which includes the Track) for for-profit performances, including concerts, showcases, and paid events.
5 - Restrictions
The Licensee is prohibited from:
Reselling or sublicensing the Track in its original form or distributing the Track without modification.
Licensing the Track for use in TV, film, commercials, or other forms of commercial synchronization without explicit consent from the Producer.
Registering the Track with any content identification system, including YouTube Content ID, without the Producer's explicit consent.
Re-recording, remixing, or creating derivative works of the Track without compensating the Producer with a 10% royalty on Net Receipts for a period of 10 years (the Restricted Period).
6 - Ownership
The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Track, including all copyrights in the sound recording(s) and underlying musical compositions written and composed by the Producer. Nothing in this Agreement constitutes an assignment of such rights to the Licensee. The Licensee may not, under any circumstances, register or attempt to register the Track with the U.S. Copyright Office.
The Licensee will, upon request, execute, acknowledge, and deliver any documents necessary to evidence or effectuate the Producer's rights. If the Licensee fails to execute such documents within five business days, the Licensee grants the Producer the authority to act as attorney-in-fact to execute and file such documents.
The Licensee retains ownership of lyrics or other original musical components solely created by them. When the Track is incorporated into New Composition(s), both Producer and Licensee jointly own the New Composition(s) and equally share publishing rights.
Publishing Share Breakdown:
Licensor (Producer): 50%
Licensee (Artist): 50%
The Licensee must register the Producer's share when registering their own. Producer IPI: 01104168892.
Royalties: The Licensee agrees to pay the Producer a 10% royalty on all Net Receipts from the Track's use, with semi-annual payments due within 90 days after June 30 and December 31. Payments under 200 USD in any period may be deferred until the threshold is reached.
7 - Mechanical Licenses
The Producer will issue mechanical licenses for any controlled compositions incorporated into new masters that include the Track. The Licensee shall be responsible for obtaining any additional licenses or permissions necessary for the commercial use of the Track or any new compositions.
8 - Grant of License
The Producer grants the Licensee the right to use the Track in audio and audiovisual projects, including commercial distribution via digital platforms, in accordance with the terms of this Agreement. The Licensee is responsible for ensuring that any third-party rights holders are compensated as necessary.
9 - Obligations of Licensee
The Licensee is responsible for obtaining all necessary clearances or licenses required to use the Track. Additionally, the Licensee must ensure the payment of any royalties or licensing fees owed to original rights holders, such as performers and authors. The Licensee agrees to indemnify and hold the Producer harmless against any claims, damages, or legal actions arising from the use of the Track.
10 - Breach, Termination, Warranties, and Representations
If the Licensee breaches any provision of this Agreement, the Producer may terminate or suspend the license granted hereunder. The Licensee has five business days to cure any breach upon written notice from the Producer, after which the Producer may revoke the rights granted. The Producer may also suspend or terminate this Agreement without penalty in the event of Force Majeure.
The Producer makes no warranty or representation that the Track is free from third-party claims or encumbrances. The Licensee acknowledges that they are solely responsible for clearing any samples or other third-party rights associated with the Track. If the Track contains any uncleared samples or rights, the Licensee or their label is responsible for obtaining any necessary permissions or licenses for commercial use.
The Track is provided on an "as-is" basis, and the Licensee agrees to indemnify the Producer from any claims, damages, or legal actions arising from the use or distribution of the Track, including any claims related to the use of uncleared samples or third-party rights.
This Agreement is governed by the laws of Brussels-Capital, Belgium, and any disputes arising hereunder will be resolved in the courts of that jurisdiction.