MusikPitch

EXCLUSIVE LICENSE

Exclusive License between Musician and Customer. If the Customer has chosen to use the Exclusive License, once the Customer selects the winning Music, the Customer and Musician shall be deemed to have entered into the terms of this Exclusive License between Musician and the Customer. This Exclusive License relates to the transfer of the right to use the Music created by the Musician for the Customer. In consideration of the mutual promises contained herein, and for other good and valuable consideration, the parties hereby agree as follows:       

a.Upon selecting the winning Music, as the holder of the copyright, Musician will      automatically grant to the Customer this Exclusive License to use the Music. 

b.Musician’s Rights. All rights not expressly granted to Customer in this section are retained by Musician.  MusikPitch does not claim any ownership rights to the winning Music, the Musician continues to retain all ownership rights, copyrights and Intellectual Property Rights to the Music and continues to have such rights, subject to the Exclusive License.

c.Grant of Rights. Musician hereby grants this Exclusive License to Customer and its successors and licensees and assigns the right to manufacture, sell, distribute, advertise, promote, market and exploit, and the right to use the winning Music from the Contest in any and all formats and configurations and by any and all methods now known or hereafter developed.

d.Representations and Warranties of Musician. The Musician has represented and warranted to Customer:

i.That the Music is Musicians sole, exclusive original work, or;

ii.That if multiples persons or parties wrote or composed the work, then all persons or parties have been listed as a composer on musikpitch.com and all parties have agreed to the MusikPitch User Agreement;

iii.That neither the Music nor any part thereof infringes upon the title, literary or musical property or copyright of any other work nor the statutory, common law or other rights (including rights of privacy) of any person, firm, corporation, or other entity;

iv.That Musician is the sole writer and composer and the sole owner of the Music and of all the rights, title and interest therein, except to the extent of the interest of any co-Musicians as set forth herein;

v.That Musician has not sold, assigned, transferred, hypothecated, mortgaged, or otherwise encumbered in any way any right, title or interest in or to the Music or any part thereof or any of the rights conveyed hereby;

vi.That Musician has not made or entered into any contract with any other person, firm, corporation or other entity affecting this Exclusive License;

vii.That no person, firm, corporation or other entity other than Musician has or has had any claims or has claimed any right, title or interest in or to the Music or any part thereof, any use thereof or any copyright therein;

viii.That the Music will only be licensed to this Customer; and

ix.That Musician has full right, power and authority to enter into the Exclusive License and to make this present instrument of sale and transfer.

e.Payments to Musician - Royalties.   

i.If the Music Contest is for private, non-commercial use, and the Music remains as such, then the Music shall be royalty free andMusician retains no right to any further funds or monies;

ii.If the Music Contest is for commercial use or the Music becomes a commercial piece or enters the stream of commerce (such as phonorecords, digital downloads, or via future technologies) the Music will be subject to performance royalties and mechanical royalties;

(1)Mechanical royalties will be paid at the standard Mechanical Rate if the Customer decides in the future to release the song for sale via phonorecords, digital downloads, or via future technologies deemed to be required to pay mechanical royalties; 

(2)Performance royalties will be paid for commercial use by the broadcaster.  Anybody who broadcasts the Music, or plays it in public (for example, at a trade show, or in a sports arena), needs to obtain a license from their country's royalty collection society;

(3)As the Customer, if you commercially publish the Music, you will need to appropriately submit a cue sheet;

a.When you send your production to a broadcasting company, always make sure a copy of the cue-sheet is included along with the film.

b.Send a copy of the cue-sheet to Musician.

f.Name and Likeness.  Musician hereby grants to Customer the right to use and publish Musician’s name (including any professional name heretofore or hereafter adopted by Musician), likeness and biographical material, or any reproduction or simulation thereof and the title of the winning Music, in connection with the printing, sale, advertising, distribution and exploitation of Music, folios, recordings, performances, player rolls and otherwise concerning the winning Music, and for any other purpose related to the business of Customer, affiliates, subsidiaries, and successors.

g.Assignment.  Customer shall have the right to transfer or assign this Exclusive License, and any rights or interests herein, and any sums that may be or become due hereunder.