Download: Merchandise Licensing Contract
THIS AGREEMENT is for the services of music and/or entertainment described below between the undersigned OWNER and the undersigned LICENSEE. OWNER creates and produces CDs, cassettes, videos, and sheet music, hereinafter referred to as “Music Products”. LICENSEE provides manufacturing, marketing and distribution facilities for products in the Licensed Territory referred to below.
OWNER hereby grants to LICENSEE the exclusive and non-assignable rights to manufacture, sell and distribute music products detailed in Exhibit A, without limitation or restriction, anywhere in the territory of the United States of America (herein called “Licensed Territory”) for a period of ___________ years from the date of this agreement.
All other rights regarding the aforementioned musical products are reserved by OWNER, except as provided for in this agreement.
OWNER may elect to cancel or terminate this agreement for the following reasons:
If LICENSEE fails to account and make payments or fails to perform any other obligations required and such failures are not cured within thirty (30) days after written notice to LICENSEE
In the event that LICENSEE is forced to liquidate or file bankruptcy.
LICENSEE agrees to pay OWNER a sum equal to twenty two and one half percent (22.5%) of gross funds received by LICENSEE in the Licensed Territory. LICENSEE shall notify OWNER of gross funds received within thirty (30) days from the date thereof, and will notify OWNER of any changes within fourteen (14) days. In the event payment due to OWNER is delayed or denied by governmental regulations, OWNER shall designate a local depository in the Licensed Territory in which LICENSEE shall deposit these funds.
Royalties due to OWNER shall be made on a monthly basis and shall be accompanied by a detailed statement listing the number of records sold from each master, as well as all charges, royalties and claims. All payments made by LICENSEE shall be computed in local currency effective on the payment date, subject to any governmental exchange regulations in effect.
The royalties paid by the LICENSEE to the OWNER are intended to include provisions for all recording artists and other talent, paid entirely by OWNER. LICENSEE shall be free of any obligations to pay the costs of the recording sessions.
With respect to musical products manufactured or sold from master recordings which embody copyrighted musical or other material, LICENSEE agrees to pay all royalties which may be due to proprietors of the copyrights (or duly authorized agent).
LICENSEE agrees to begin the manufacture and sale of recordings within three (3) months from the date of this agreement. In the event LICENSEE fails to do so, all rights granted shall automatically cease and terminate.
LICENSEE agrees that all records manufactured by and under this agreement shall bear the imprint of the following words on the label, album cover and/or sleeve: “_____________________________ (ARTIST), Used by Permission.”
LICENSEE agrees to defend, indemnify and hold OWNER harmless against any and all liability, loss, damage, cost or expense, including attorney’s fees, paid or incurred, by reason of any breach of any covenants, warranties, or representations.
All musical products shall be released in their entirety, without editing and for the purpose originally recorded by or for OWNER, unless OWNER’S provides written consent. Adaptations by LICENSEE for different record speeds shall be deemed authorized. LICENSEE shall couple performances in a CD, record, cassette, video and music book only in the same manner as the master recordings manufactured by the OWNER and only the compositions contained in masters supplied by OWNER, unless otherwise notified in writing by OWNER. Recordings shall not be supplied by LICENSEE to record clubs, nor for promotional giveaways or other devices for mass distribution without receipt of payment, without OWNER’S prior consent in writing. Advertising or disc jockey promotions shall be deemed exempted from the foregoing prohibitions.
OWNER agrees to deliver master recordings by supplying to LICENSEE one or more duplicate tape recordings, or duplicate of the sheet music originals, at OWNER’S cost price plus any actual expenses incurred for packing and shipping (including insurance). Such tapes and masters shall be delivered to LICENSEE as promptly as possible following the submission of written orders to OWNER.
At the time of the delivery of the first such derivative from each master recording to LICENSEE, OWNER shall supply the following to LICENSEE, in writing:
the correct title of the recorded work
the names of the author, composer, and publisher, together with any additional copyright information known to OWNER
the names of the recording artists as OWNER displays or intends to display them on the labels of the products marketed by OWNER.
With respect to master recordings delivered, OWNER agrees to supply to LICENSEE samples of its advertising and promotional materials including catalogues, supplements, release sheets, liners, photographs of artists, and the like, which shall be delivered to LICENSEE from time to time for use in the United States of America. All such samples will be free of charge, except that LICENSEE will pay all expenses for packing and shipping (including insurance), customs, duty fees and expenses. LICENSEE shall have the right to use all or any part of such material, in its original form or with minor modifications. OWNER agrees, upon request, to supply to LICENSEE any such material in quantity, or plates for reproducing the same, at OWNER’S cost plus any actual expenses for packing and shipping (including insurance). OWNER may require that such payments be made by sight draft against bill of lading. LICENSEE shall have the right, at its option, to reproduce any or all such material for use provided that OWNER itself has obtained the right to grant such right to LICENSEE and LICENSEE shall have made any payments necessary in such connection.
The rights hereby granted by OWNER to LICENSEE are the following:
The right to manufacture, sell, publicly perform and advertise records containing the performances embodied in the master recordings in the Licensed Territory only
The right to use name, likeness and biography of each artist whose performance is embodied in the master recordings for advertising, publicizing or sale of musical products in the Licensed Territory, provided that LICENSEE shall abide by any restrictions imposed upon OWNER
LICENSEE shall supply OWNER with a minimum of ________________________ sample copies of each release.
LICENSEE shall make available to OWNER copies of each release as follows:
Unlimited copies at the LICENSEE’S cost for the OWNER’S purpose of promoting concert, television, and radio performances as well as other promotional purposes. These copies shall not be sold to the public, nor shall they be given to the public free of charge.
Unlimited copies at 40% of the suggested retail price, for the OWNER’S purpose of selling to the public after concerts, performances and programs and at the Piano Finder’s retail location. It is understood that LICENSEE shall still remit to OWNER the 22.5% royalty on the gross received for these purchases as specified in paragraph 4.
All masters and duplicates of recordings and compositions, and all copyrights, ownerships and rights in and to such recordings, shall remain the sole and exclusive property of OWNER, subject to the rights of LICENSEE to make reproductions pursuant to the terms of this agreement.
OWNER shall have the right to inspect and make extracts of the books and records of LICENSEE, its subsidiaries, affiliates, licensees and assigns. Such inspections shall be made with ten (10) days written notice, during normal business hours, but not than once annually.
LICENSEE agrees to sell recordings manufactured only in the normal course of business and at regular prices. LICENSEE shall refrain from distress and closeout sales of such recordings.
Upon the expiration or other termination of this agreement, all pressing and printing by LICENSEE shall cease. Regarding all masters, including any made by LICENSEE, and any other material in LICENSEE’S hands used in the manufacture of OWNER’S records, LICENSEE shall promptly, at the option of the OWNER and upon its written instructions, either:
deliver same to OWNER in the United States of America or Licensed Territory, as designated by OWNER at OWNER’S sole expense of delivery,
transfer same at OWNER’S sole expense of delivery to any other company designated and approved by OWNER, or
destroy same under OWNER’S supervision. At OWNER’S request, LICENSEE may destroy same and supply OWNER with a notarized affidavit of such fact. Upon expiration or other termination of this agreement (except for termination of this agreement by OWNER because of LICENSEE’S breach or default under this agreement) LICENSEE shall have the right to sell, for a period of six months only, any inventory of musical product previously manufactured. However, within fifteen (15) days from such termination or other expiration, LICENSEE must furnish to OWNER a written list of such inventory which also shows the factory costs. Such sales shall be subject to royalty payments by LICENSEE under the terms of this agreement. However, at any time after the expiration or other termination of this agreement, OWNER shall have the right to purchase from LICENSEE at LICENSEE’S factory cost, all or part of the inventory not sold by LICENSEE. Such sales shall not be subject to the royalty payments under this agreement.
For the purposes of this agreement, the term “musical product” shall mean any disk record of any material and revolving at any speed, any other device of any type, character or description for the reproduction of sound, manufactured or sold primarily for home entertainment, whether embodying sound alone or sound synchronized with visual images (e.g. “sight and sound” devices). It shall also include any printing of sheet music or written publications.
OWNER represents and warrants that it possesses full right, power and authority to enter into this agreement. OWNER will not grant or attempt to grant to any other person, firm or corporation in the Licensed Territory, rights of any kind in any of the aforementioned master recordings. OWNER also warrants that there are no liens or encumbrances against any of the recordings which are the subject hereof.
The covenants, representations and warranties hereunder are subject to applicable laws and treaties.
This agreement shall be deemed made in and shall be construed in accordance with the laws of the State of California. If any part of this agreement shall be invalid or unenforceable, it shall not affect the validity of the balance of this agreement.
GOVERNING LAW: This Agreement shall be governed by the laws and in the courts of the State of _____________ and by the laws of the United States, excluding their conflicts of law principles. Any dispute or legal proceeding regarding the Agreement shall take place in the county of _____________, in the State of _________________.
Signature below will constitute this as a binding agreement between us.
DATED: _______________________
AGREED TO AND ACCEPTED
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Exhibit A
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Product Description |
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