MASTER TRACK LICENSE

THIS AGREEMENT is for the services described below between
________________________________________________ (hereinafter referred to
as “LICENSEE”) and __________________________________________________
(hereinafter referred to as “LICENSOR”).

LICENSEE desires to use the following master recording (hereinafter referred to as the "MASTER") embodying the performance of:
_____________________________________________________________
(hereinafter referred to as the "ARTIST") of the musical composition entitled:
______________________________________________________________
(hereinafter referred to as the "COMPOSITION") in episodes of: 
______________________________________________________________
(hereinafter referred to as the "PROGRAM"). 

1.	LICENSOR hereby grants to LICENSEE, its successors, assigns and licensees, the non-exclusive, irrevocable right to record, dub and synchronize the MASTER in whole or in part into and with the PROGRAM, advertisements and trailers, and to exhibit distribute, exploit, market and perform each MASTER embodied within the PROGRAM. This MASTER will be used in connection with audio-visual contrivances such as video cassettes, video tapes, video records and similar compact audio-visual devices whether now known or hereafter developed (hereinafter referred to as "Videograms"). These rights include: 

a)	the right to utilize such Videograms for any of the purposes, uses and performances hereinabove set forth;

b)	(ii)	the right to sell, lease, license or otherwise make such Videograms available to the public as a device intended primarily for "home use" (as such term is commonly understood in the phonograph record industry). 

2.	In full consideration of the rights granted to LICENSEE, LICENSEE agrees to pay to LICENSOR the sum of: _____________________________________ Dollars ($__________) for the MASTER licensed. Sum shall be payable within ten (10) days of the first use of said MASTER in the Videograms. These funds shall represent payment in full for the right to distribute or license the distribution worldwide of up to Ten Thousand (10,000) Videograms of the PROGRAM. LICENSEE shall have the right to distribute or license the distribution of such Videograms in unlimited quantities worldwide, subject to additional payment to LICENSOR of:
__________________________________ Dollars ($___________) for each additional Ten Thousand (10,000) units, or fraction thereof, distributed above the initial Ten Thousand (10,000) units. Each additional payment shall be paid to LICENSOR no later than the end of the semi-annual period (June 30 and December 31) following the month during which the first unit of said units were distributed. 

3.	LICENSOR warrants that it has obtained any approvals and permissions required from the ARTIST (or any other parties) and to pay to ARTIST (or any other such parties) any fees (other than union "re-use" fees), if applicable.

4.	LICENSEE agrees to obtain the appropriate license from the owner or controller of the COMPOSITION embodied in the MASTER and pay all fees.

5.	LICENSEE agrees to make any and all payments to musicians, vocalists and any other parties (other than ARTIST) whose performances are included in the MASTER, if such payments are required under the American Federation of Musicians Labor AGREEMENT and/or any other applicable union or guild agreements. Subject to availability, LICENSOR shall promptly provide LICENSEE with all necessary information to enable LICENSEE to make such payments, including the names, addresses, social security numbers and union local numbers of such performers. 

6.	Nothing contained herein shall obligate LICENSEE to use the MASTER, or to produce, exhibit, exploit or broadcast the PROGRAM, and LICENSEE shall have fulfilled its entire obligation by payment of the sum provided in paragraph 2.

7.	In the event any MASTER is used within the PROGRAM: 

a)	LICENSEE agrees to include a written announcement containing the title of the COMPOSITION and the name of the ARTIST and LICENSOR just prior to the use of the MASTER within the PROGRAM. 

b)	LICENSEE agrees to further include a visual courtesy screen credit at the conclusion of the MASTER use within each PROGRAM and all Videogram copies indicating the title of the COMPOSITION, the ARTIST and LICENSOR'S name, to appear substantially in the following manner:
___________________________________________________

c)	Any casual, inadvertent, unavoidable or unintentional failure to give such credit, due to time constraints or otherwise, shall not be deemed a breach of this AGREEMENT. LICENSEE shall not be liable for the acts or omissions of third persons in such connection. 

8.	At LICENSEE’S request, LICENSOR agrees to supply LICENSEE with a suitable first-rate tape copy of the MASTER licensed, and LICENSEE agrees to pay LICENSOR'S actual costs incurred in connection with the duplication and delivery of such tape copy. 

9.	Subject to LICENSOR'S ability to obtain approval from its ARTIST, the parties hereto, upon LICENSEE'S request, agree to negotiate in good faith in the event that LICENSEE elects to exploit the PROGRAM containing the MASTER by any means other than the use for which the license is provided herein, including but not limited to free TV, pay TV, subscription TV, CATV and cable TV.

10.	This license shall specifically exclude so-called soundtrack album(s) or any other record rights. 

11.	LICENSOR hereby grants to LICENSEE the non-exclusive, worldwide right to use the MASTER in the exhibition of the PROGRAM on any commercial carriers such as airlines, ships and trains. LICENSOR further grants to LICENSEE the non-exclusive right to use the MASTER in connection with the PROGRAM in traditional non-theatrical markets such as educational, religious or charitable organizations, armed forces, clubs, libraries and film festivals. 

12.	LICENSOR warrants that LICENSOR is the exclusive owner or controller of the MASTER and that LICENSOR has the right to enter into this agreement. 

13.	Each party (the "Indemnitor") agrees to indemnify the other party (the "Indemnitee") and undertakes to hold the Indemnitee, its successors in interest, assigns, licensees, affiliates, officers, employees and agents harmless from all claims, actions, damages, liabilities, losses, costs and/or expenses, including reasonable attorneys' fees, resulting from any breach or claim of breach by the Indemnitor of any of the representations, warranties and agreements made herein by the Indemnitor. Such Indemnitee shall send written notice to the Indemnitor of any such claim and the Indemnitor shall have the right to participate in the defense of any such claim, at the sole expense of the Indemnitor. 

The Indemnitee shall not settle any such claim without receiving the prior written consent of the Indemnitor. Such written consent shall not be unreasonably withheld. 

14.	All notices shall be in writing and shall be addressed to each party at the addresses given. All notices shall be sent either by certified or registered mail, return receipt requested, postage prepaid, or by telegram, charges prepaid. 

15.	LICENSEE may freely transfer and assign this license or all or any of its rights. No assignment shall relieve LICENSEE from liability for the performance of all the terms and conditions of the agreement, unless consented to by LICENSOR. 

16.	This agreement constitutes the entire agreement between LICENSEE and LICENSORS and cannot be altered, modified, amended or waived, in whole or in part, except in writing by both parties. 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 _________________.

17.	This agreement and option shall be considered renewed at the end of the period herein unless ARTIST receives a written notice with the intent to terminate this contract. Any questions relating to this agreement shall be interpreted in accordance with the laws of the State of ______________________.

Your signature below will constitute this as a binding agreement between us.

DATED: _______________________

AGREED TO AND ACCEPTED

			
Signature
		Signature	
			
Name		Name

Address		Address

City/State/Zip		City/State/Zip

Telephone		Telephone