Limited Usage and Duplication Contract

[Doc Bernard]

Thought I would throw this out there with the caveat of I am not a Lawyer! But I have written more than a few music contracts in my day.........none have been contested in court.

This is for usage of music on a demo reel:

THIS LICENSE AGREEMENT (hereinafter referred to as “Agreement”) is made and entered into this the ________ day of ______________________ , 2012 by and between XXXXXXX XXXXXX, also known as “XXXX XX XXX XXXXXXX”, a musical group (hereinafter referred to as the “Licensor”), whose address is _______________________________________________________, and XXXXXXXX XXXXXXXXXXXX XXXXX (hereinafter referred to as the “Licensee”)(“Licensor” and “Licensee” shall collectively be referred to as the “Parties”).

Witness
1. Grant of Limited Usage and Duplication Rights. The Licensor hereby grants Licensee the limited usage and limited duplication rights to the following musical works: LOL, songs.

1.1 Parties agree that only two songs maximum may be used in each version of the Demonstration reel (hereinafter referred to as “Reel”) produced by Licensee.
1.2 Parties agree that songs may only be edited for length and volume. No other edits may be made to the body of the musical works.
1.3 Limited Usage is defined as inclusion into any Reel that is produced, edited, or hired out to third parties, for the sole purpose of advertising Cowtown Management Group and/or their affiliates.
1.3.1 The distribution of Reel will include DVD’s for mailing, inclusion and embedment on Licensee’s website, and third party video hosting services, and other promotional materials.
1.4 Licensee grants Licensor the right of refusal on final edit of each version of the Reel.

2. Publicity. Licensee shall have the right to publish, advertise, announce, and use in the manner set forth in this Agreement, the medium, name, and photographs of Licensor in the connection with any exercise by Licensee under the rights given herein.

3. Non-Exclusivity. Nothing in this Agreement shall preclude the Licensor from usage of their musical works in any other fashion.

4. Term. The Agreement shall be in perpetuity, except as noted in Section 5 of this Agreement

5. Cancellation of Agreement. Licensor agrees that any cancellation/revocation of Limited Usage Rights granted in Agreement shall be preceded by 30-day notice and shall be given by registered letter utilizing US Mail services sent to Licensee.

6. Consideration. The Licensor agrees that this Agreement is entered into with no remuneration expected. The Licensee agrees to distribute the Reel and assist in furthering exposure of the Licensor to its contacts where possible. Licensee also agrees to give Licensor first option at any live performance held at Licensee’s facility for the purpose of advertisement, marketing, and/or exposure.

7. Miscellaneous.

7.1 Limitations of Agreement. The relationship of Licensee and Licensor hereunder is limited to the respective rights and obligations of the Parties specifically provided herein. Notwithstanding any provision of this Agreement, nothing herein shall be construed to create a partnership or joint venture between the parties, to authorize either Party to act as agent for the other, to permit either Party to undertake any agreement for the other, or to take the name or identifying mark of the other, all except as it is specifically provided herein. Neither Party shall be construed for any purpose to be an employee subject to the control of the other.

7.2 Notices. Any notice, request, demand, waiver, approval or other communication which is required or permitted under the terms of this agreement shall be in writing, as set forth in this Agreement.

7.3 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the state of Arizona, without giving effect to its principles or conflicts of law to the extent such principles would require or permit the application of the laws of another jurisdiction. Any dispute arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Arizona.

7.4 Titles and Headings. Titles and Headings to articles, sections, paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement.

7.5 Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable.

7.6 Interpretation. Each party acknowledges it has participated in the negotiation and preparation of this Agreement, and has reviewed this Agreement and had the opportunity to consult with counsel with respect to its terms. Therefore, each Party agrees that the rule of construction to the effect that any ambiguities in a document shall be interpreted against the drafting Party, will not be utilized in the interpretation, construction, or enforcement of this Agreement, and no consideration shall be given to the issue of which Party hereto actually prepared, drafted, or requested any term or condition of this Agreement or any Exhibit or other instrument subject hereto.

7.7 Amendments. No amendments, modifications or waivers to this Agreement shall be valid unless in writing and signed by all parties to this Agreement.

7.8 Transferability. This Agreement is non-transferable to any entity other than the party’s mention herein and their authorized agents.

7.9 Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Licensee with respect to the services provided hereunder. This Agreement supercedes all prior agreements, proposals, representations, statements or understandings, whether written or oral, concerning the services or the rights and obligations relating to those services, except as described within this Agreement.

IN WITNESS THEREOF, the Parties have executed this Agreement as of the date first written below.

XXXXXXXXXXXx XXXXXXXX XXXXXXX XXXXXXXXXX XXXXXXXXX

By: Steven E. Bernard By: XXXXXXXXXX XXXX
Authorized Agent Authorized Agent

Signature:________________________ Signature:______________________
Date: Date:

Feel free to use or amend to your hearts desire. But keep in mind......I am not an attorney. But the Manager of the group this was sent to is thoroughly impressed and recommending the artist to sign. And they are pretty high up on the charts right now.

But it will give you a start to formulate your own contract if you want to use someone's music on your demo reel. I love indie music for reels. New material, new music. Gives everyone exposure.

LOL, occasionally, all those Music Business Law classes help.

Further Caveats:
1. The law will give partiality to the party that did not draft the contract.
2. I am not an Attorney
3. This is drafted for Limitied Usage on a Demo reel only. Not Music Usage on a film......lots more is needed to be included in the contract for that.
4. Usage is at your own risk, in whole or in part. No liability on the drafter is implied nor should be construed.

If anyone wants the formatted version PM me with an email. I'll send it out for free.