License

NON-EXCLUSIVE

ORIGINAL INSTRUMENTAL COMPOSITION

LICENSE AGREEMENT

 

This Non-Exclusive Standard License Agreement (the “Agreement”), having been made on and effective as of Date of License Purchase (the “Effective Date”) by and between Alfred L. Watkins III p/k/a Al Watkins (the “Licensor”) and you (“Licensee”), sets forth the terms and conditions of the Licensee’s use and the rights granted in the Licensor’s instrumental music file entitled “(Track Name from License Purchase)” (the “Music”). All rights to the Music granted to Licensee by Licensor are conditional upon receipt of Licensee’s license fee payment by Licensor and adherence to terms and conditions set within this agreement.

 

Definitions:

Licensor: Alfred L. Watkins III p/k/a Al Watkins. Composer/Producer/Owner of Instrumentals.

Licensee: Person who purchased License Fee (You)

Music: Instrumental Music File being Licensed

Your Work: Licensee’s Vocal/Solo Instrument writing, performance, and recording.

New Work: The derivative work consisting of Music and Your Work.

Recording: CD, Digital Download, or any other reproduction method now known or later developed.

 

  1. Non-Exclusive License: The license for the non-exclusive use of the Music was purchased from Licensor online for the purposes to create a recording which consists of your original vocal or solo instrument writing, performance, and recording (hereinafter referred to as “Your Work”) and the original instrumental composition by Al Watkins (hereinafter referred to as “Music”) licensed within this agreement (hereinafter collectively referred to as the “New Work“).

 

  1. License Fee: The Licensee agrees to pay a license fee of $25.00 via the online ecommerce store. This fee amount is subject to change for future license purchases. Due to the nature of this license, there are no refunds or credits. The Licensee shall be deemed to have electronically signed, affirmed and ratified the acceptance of the terms of this Agreement by virtue of the full payment of the License Fee at the time Licensee made the payment to Licensor.

 

  1. Delivery of the Music:
  1. Licensor agrees to deliver the Music as MP3 and WAV files.
  2. Music is automatically delivered by the ecommerce software via email to the email address Licensee provided to Licensor through the ecommerce system. In case of technical error, Licensor will make reasonable efforts to deliver the Music to Licensee as soon as possible after payment of the License Fee has been made, processed, approved, and received by Licensor.

 

  1. Term: This agreement is valid for (whichever happens sooner):
  1. 10 years
  2. Up to and including 1,000 digital or physical combined sales or paid downloads (units) of New Work, or
  3. Up to 50,000 audio streams of New Work.

Upon reaching this time limit or maximum amount of New Work unit sales and/or streams, Licensee must purchase subsequent non-exclusive licenses at the going published license fee and terms at that time before exceeding the maximum amounts valid for each license. Prior to arriving at the time limit or maximum amounts, you may contact Licensor to discuss (at Licensor’s sole discretion) other financial arrangements for longer or different terms beyond this standard agreement.

 

 

  • Use of the Music:

 

    1. The Licensor hereby grants Licensee a limited non-exclusive, non-transferable worldwide license and the right to incorporate (use) the Music (in whole or in part) in the preparation of one (1) New Work which consists of the Music and Your Work (Sax, Voice, etc.) and to manufacture, distribute, sell, publicly perform, on a non-exclusive basis, Recordings to the limits set in the Terms section of this agreement. Licensee may modify the arrangement, length, or tempo, of the Music in preparation of the New Work for public release, but not allowed to replay, remix, alter, sample, or infringe upon the existing copyright of the Music. The Licensee shall not have the right to license or sublicense any use of the Music or of the New Work, in whole or in part, for any so-called “samples”.

 

    1. The Licensor is and shall remain the sole owner and holder of 100% of all rights, title, interest, and publishing interest in the Music, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Licensor. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensor has the right to continue to license the Music to other potential licensees. Licensee will continue to own 100% of Your Work and free to do as Licensee wishes with Your Work, while not combined with the Music (meaning when not as a New Work).

 

    1. Licensee must adhere to the proper copyright procedures for registering derivative works set by the Library of Congress. Licensee is only given a license to the use of the Music and must exclude the Music from any copyright registration of the New Work. All Music by Licensor are preexisting material already registered for copyright by Licensor. As applicable to the Music and/or the New Work, there is no intention by the parties to create a joint work; and 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. Licensee may not resell, license, give, lend, sell, transfer, etc. the Music owned by Licensor. This license only grants access to the Music to create a New Work and  MUST have Your Work in combination. Licensee is not allowed to release (under any circumstance or method, for profit or not) the exposed Music (including Instrumental versions of the New Work). Any sale of the Music in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages.
    2. Neither party may license the New Work to any third party without the express written permission and agreement with the other party. (including, but not limited to Record Labels, Production Companies, Music Publishers, Music Libraries, Music Supervisors, etc.). You may, however, release the New Work independently through services like Apple Music, Spotify, CD Baby, TuneCore, etc.
    3. Licensee is expressly PROHIBITED from registering the Music and/or New Work with ANY content identification system, service provider, music distributor, record label, or digital aggregator (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Music in a New Work. The Music has already been tagged for Content Identification by Licensor as a pre-emptive measure to protect all interested parties in their New Work. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Music and/or New Work may be revoked without notice or compensation to you.
    4. The Licensee shall not synchronize, or permit third parties to synchronize, the Music or New Work with any audiovisual works EXCEPT the use of the New Work in conjunction with video for the sole purpose of making (1) one traditionally known music video featuring Licensee performing the New Work (of no longer than six (6) minutes in length). This music video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including, but not limited to, YouTube and/or Vevo. Licensor grants no other synchronization rights to Licensee. This license does NOT include synchronization or master rights for using the New Work or the Music in any other visual, audio, or broadcast media (including, but not limited to, TV commercials, TV programs, Feature Films, Indie Films, Theatre shows, video games, motion pictures that will be shown in movie theaters, audio books, any other form on the Internet which is not expressly permitted within this agreement, etc.) Contact Licensor for a license for any other such usage.
    5. For the public performance usage of the New Work that is authorized under this agreement (such as Radio play and Music Video broadcast), in order to properly report, cue sheets with songwriter and publisher info must be filed with the networks, stations and appropriate PROs, and a copy must be e-mailed to al@alproducer.com when used and exploited locally, regionally, nationally or world wide via live performance venue, radio, television, Internet, or in any other form of entertainment. Licensor Cue Sheet information where Licensor will be listed as 50% of songwriter credit and 50% of publisher credit to account for the Music, and Licensee is the other 50% of songwriter credit and 50% of publisher credit to account for 100% of Your Work, is provided below:

Information for Music Cue Sheets for PRO’s:
Composer (50% or songwriter): Alfred Watkins
PRO Affiliation: ASCAP
Publisher (50% of publishing): Kevin Watkins Publishing
PRO Affiliation: ASCAP

    1. The New Work may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming.

 

    1. Licensee may perform the song publicly for non-profit and for-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.). The New Work may be played on 2 terrestrial or satellite radio stations.

 

    1. Subject to, and in accordance with, the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Licensor any royalties, fees, or monies paid to or collected by the Licensee, in connection with the use or exploitation of the New Work except as set forth in this Agreement. Likewise, Licensee shall not be entitled to any monies in connection with the Music other than as specifically set forth herein.

 

    1. 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 Music in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Music file to any individual musician, engineer, studio manager or other people who are working on the New Work.

 

  1. Mechanical License: Mechanical Royalties have already been calculated into the license fee of each license, so no other additional mechanical royalties payments are necessary to Licensor under this agreement.

 

  1. Credit: Licensee shall have the right to use Licensor’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Licensor solely for purposes of trade and otherwise without restriction solely in connection with the New Work. Licensee shall use best efforts to have Licensor credited as “Songwriter” of the music and or “Producer” and shall give Licensor appropriate production and songwriting credit, along with Licensor-affiliated publishing entity (Kevin Watkins Publishing) 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 Work created and on all cover liner notes, any records containing the New Work and on the front and/or back cover of any album listing the New Work and other musician credits. The licensee shall use its best efforts to ensure that Licensor 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 Licensor’s credit. In the event of any failure by Licensee to issue the credit to Licensor, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form:

Example Credits:

Music Produced by Al Watkins for www.alproducer.com.

In Songwriter Credits location:

Songwriter Credit: A. Watkins

Publishing Credit: Kevin Watkins Publishing (ASCAP)

 

  1. Licensor’s Option: Licensor shall have the option, at Licensor’s sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement 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. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Work from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Work by the general public.

 

  1. Breach by Licensee:
    1. The licensee shall have five (5) business days from its receipt of written notice (electronic or physical) by Licensor and/or Licensor’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 Licensor’s sole discretion, the termination of all Licensee’s rights granted by this agreement.
    2. If Licensee engages in the commercial exploitation and/or sale of the Music or New Work outside of the manner and limit expressly provided for in this Agreement, Licensee shall be liable to Licensor 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 Music and/or New Work.
    3. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Licensor, 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, Licensor 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 Licensor 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 Licensor 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.

 

  1. Warranties, Representations, and Indemnification:

 

    1. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Music fits the particular creative use or musical purpose intended or desired by the Licensee. The Music, 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.

 

    1. Licensor warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Licensor warrants that the manufacture, sale, distribution, or other exploitation of the New Work hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Work hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Licensor takes no responsibility for or any elements in Your Work which is added to Music by Licensee, and Licensee indemnifies and holds Licensor harmless for any such elements. Licensor warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee.
    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 Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

 

  1. Miscellaneous:
  1. This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (electronic or physical) signed by both parties. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be 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 gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter.

 

  1. This agreement shall be governed by and interpreted in accordance with the laws of Boston, Massachusetts in the United States, which are applicable to agreements entered into and wholly performed in said State, without regard to any conflict of law principles. If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. Licensee hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising from or relating to this agreement shall be in the state or federal courts located in Suffolk County, Boston, Massachusetts, U.S.

 

  1. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.

 

  1. Licensee acknowledges that this agreement and the terms and conditions of this Agreement has been reviewed and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

 

Alfred L. Watkins III

Boston, MA. 02136

al@alproducer.com

www.alproducer.com

Rev. 11/2/2019