Exclusive Terms

Exclusive Music License Agreement

This Binding Exclusive Music License Agreement (the “Agreement”) is made and entered into as of March 24, 2023 by and between ItsBuddha Productions, LLC, a limited liability company organized under the laws of the State of Michigan, with its principal place of business located at 717 Saint Joseph Dr, Suite 121, Saint Joseph, MI 49085 (hereinafter referred to as “Licensor”), and {{customer_first_name}} {{customer_last_name}}, p/k/a , a(n)
organized under the laws of the State of Michigan, with its principal place of business located at (hereinafter referred to as “Licensee”).

RECITALS

WHEREAS, Licensor is the owner of certain audio instrumental files, including but not limited to ({{transaction_id}}) (the “Audio Instrumental Files”);

WHEREAS, Licensee desires to obtain an exclusive license to use the Audio Instrumental Files for the purposes set forth in this Agreement;

WHEREAS, Licensor is willing to grant Licensee such a license, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

  1. Grant of License. Licensor hereby grants to Licensee an exclusive license to use the Audio Instrumental Files for the purpose of creating and producing musical works.
  2. Term. The term of this Agreement shall be Perpetual, unless sooner terminated in accordance with the provisions of this Agreement.
  3. Consideration. Licensee shall pay to Licensor the sum of {{payment_total}} in consideration for the license granted hereunder.
  4. Performance Rights. Licensee shall be entitled to 50% of the performance rights in any musical works created using the Audio Instrumental Files. Licensor shall retain the remaining 50% of the performance rights.
  5. Publishing Rights. Licensee shall be entitled to 50% of the publishing rights in any musical works created using the Audio Instrumental Files. Licensor shall retain the remaining 50% of the publishing rights.
  6. Restrictions on Use. Licensee shall use the Audio Instrumental Files solely for the purpose of creating and producing musical works. Licensee shall not sell, distribute, or otherwise transfer the Audio Instrumental Files to any third party without the prior written consent of Licensor.
  7. Ownership of Intellectual Property. Licensor shall retain all right, title, and interest in and to the Audio Instrumental Files, including all copyrights and other intellectual property rights therein.
  8. Clearance. Licensee acknowledges that the Audio Instrumental Files may contain audio samples that are owned or controlled by third parties. Licensee shall be solely responsible for obtaining any necessary clearances or licenses for such audio samples and shall indemnify, defend, and hold harmless Licensor from and against any and all claims, damages, liabilities, costs, and expenses arising out of Licensee’s failure to obtain such clearances or licenses. Licensor shall have no responsibility or liability with respect to Licensee’s use of any audio samples contained in the Audio Instrumental Files.
  9. Warranties. Licensor warrants that it is the sole owner of the Audio Instrumental Files and that it has the right to grant the license granted hereunder. Licensor further warrants that the Audio Instrumental Files do not infringe upon any third party’s intellectual property rights.
  10. Indemnification. Licensor shall indemnify and hold harmless Licensee from and against any and all claims, damages, liabilities, costs, and expenses arising out of any breach of Licensor’s warranties contained in this Agreement.
  11. Termination. Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material term or condition of this Agreement.
  12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.
  13. Entire Agreement. This Agreement constitutes the entire understanding of the parties and supersedes all prior negotiations, understandings, and agreements between the parties concerning the subject matter hereof.
  14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of March 24, 2023.

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