UNLIMITED NON-EXCLUSIVE CONTRACT: ROYALTY-BEARING LEASE AGREEMENT
Made effective as of Sat, 26 Nov 2022 06:30:30 -0500 (the “Effective Date”), by and between Artist at Label (the “Licensee”), with its principal offices at Location, and Billy Coleman III dba ItsBuddha Productions, L.L.C. aka Buddha (the “Licensor”) with a residence at 717 Saint Joseph Dr, Suite 121, Saint Joseph, MI 49085-2428.
Regarding licensure of the Licensor’s media file known as “Instrumental” (the “Composition”), the parties hereby agree as follows:
During the term of this Agreement, Licensor agrees to produce the Recordings.
Licensor shall perform his duties on a non-exclusive basis.
The last sentence means that the Licensor may accept work from other labels or artists.
GRANT OF RIGHTS
Licensor hereby grants to Licensee a non-exclusive License (this “License) to record vocal synchronization to the Composition partly or in its entirety and substantially in its original form (“Master Recording”).
Licensor hereby grants to Licensee a non-exclusive License to use Master Recording in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disk, digital downloads, other miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively, the “Recordings”, and individually, a “Recording”) worldwide for up to the pressing or selling a total of Unlimited (∞ ) copies of such Recordings or any combination of such Recordings, condition upon the payment to the Licensor a sum of Fifty dollars ($50) per year, receipt of which is confirmed.
Additionally, Licensee shall be permitted to distribute Unlimited free internet downloads or streams for non-profit and non-commercial use.
This License allows up to Unlimited (∞) monetized audio streams to sites like (Spotify, RDIO, Rhapsody).
Licensor hereby grants to Licensee a non-exclusive License to use the Master Recording in Unlimited non-profit performances, shows, or concerts.
Licensee is allowed to use the Master Recording to receive compensation from Unlimited performances with this License.
Licensor hereby grants limited synchronization rights for Unlimited (∞) music video streamed online (Youtube, Vimeo, etc..) for up to Unlimited monetized video streams on all total sites.
A separate synchronization License will need to be purchased for distribution of video to Television, Film or Video game.
Licensor hereby grants to Licensee broadcasting rights up to Unlimited Radio Stations.
Licensee shall acknowledge the original authorship of the Composition appropriately and reasonably in all media and performance formats under the name “Buddha” in writing where possible and vocally otherwise.
In consideration for the rights granted under this agreement, Licensee shall pay to Licensor the sum of $50 US dollars, Fifty/Fifty Split (50/50 publishing & 50/50 performance) Royalties and Eighteen percent (18%) of “Net Profits” per year, as defined herein from exploitation of the Recordings.
(1a) Net Profits shall be defined as follows: “Gross Income” as defined below minus “Expenses” as defined below, payable to Licensor, receipt of which is hereby acknowledged.
If the Licensee fails to account to the Licensor, timely complete the payments provided for hereunder, or perform its other obligations hereunder, including having insufficient bank balance, the Licensor shall have the right to terminate License upon written notice to the Licensee.
Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable infringements under applicable law, including, without limitation, the United States Copyright Act, as amended.
(1b) Gross Income shall be any and all income monies received by Licensee from the exploitation of the Recordings including from sale, License, assignment, lease, or rental of the Recordings or any other use thereof including sale or License of phonorecords in any media now known or hereinafter developed throughout the world for as long as Licensee receives income from such exploitation.
(1c) Expenses shall mean any actual recording costs paid by Licensee, except the royalty payable to Licensor hereunder, including without limitation fees to session musicians, engineers, mixing, mastering, sample and clearance costs.
Basically, the Licensor will receive considerable advance and 18% of gross income from the exploitation of his recordings minus production costs.
(1d) Royalties shall be defined as follows: a royalty is a percentage of gross or net profit or a fixed amount per sale to which the Licensor and Licensee are entitled to from the Performing Rights Organization (BMI, ASCAP, SESAC, APRA, etc.). Royalties are paid to the Licensor and Licensee from the Performing Rights Organization by third parties who derives a commercial benefit from the Recording/Composition.
Accordingly, it withstands at large that Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable attorney’s fees, arising of or resulting from a claimed breach of any of Licensee’s representations, warranties or agreements hereunder. See CONTROLLED COMPOSITIONS for detailed explanation.
THIRD PARTY AUDIO SAMPLES
(2a) Unless otherwise stated beforehand, Licensor represents and warrants that each Controlled Composition (as defined below) is original and does not infringe upon or violate the rights of any other person (collectively, Controlled Compositions of other persons are referred to as the “Third Party Audio Samples”, and individually, a “Third Party Audio Sample”) and that Licensor has the full and unencumbered right, power and authority to grant to Licensee all of the rights herein granted to Licensee.
(2b) Otherwise, Licensor represents and warrants that the responsibility of Third Party Audio Sample clearance is subrogated to the Licensee. If mutually deemed necessary, it stands that Licensor and Licensee hold the right to pursue joint subrogation in the responsibility of Third Party Audio Sample clearance, in which case INDEMNIFICATION defined above withstands.
(2c) However, Paragraph (2b) is null and void if and only if Paragraph (2a) is satisfied, vice versa.
“Controlled Composition” shall mean a musical composition embodied in a Recording recorded or
released hereunder, which musical composition:
(3a) is written or composed, in whole or in part, by Licensor or;
(3b) is owned or controlled, in whole or in part, directly or indirectly, by Licensor.
(3c) Licensor hereby grants to Licensee the right to distribute any Recording embodying a Controlled Composition.
Licensee shall pay Licensor a mechanical royalty of three quarters (¾) of the current statutory royalty rate in effect at the time of release of the Recording embodying the Controlled
Composition at issue, prorated by Licensor’s percentage of ownership in the musical composition.
Under this provision, the Licensor grants the label the right to use his contribution to the musical Composition.
In return he receives a royalty of ¾ “stat,” that is the statutory rate of 9.1 cents, or 1.75 cents per minute or fraction thereof for songs over five minutes.
But this royalty is prorated depending on his percentage of ownership.
Suppose the Licensor contributed the beat and the artist created the lyrics.
They may enter into a deal that each owns 50% of the song.
In this case the Licensor’s mechanical royalty would be 50% x ¾ x 9.1 cents for songs less than 5 minutes in duration.
If the record sold a million copies, his mechanical would be $34,125 (50% x ¾ x 9.1 cents x one million dollars).
WORK MADE FOR HIRE
All Recordings recorded hereunder, from the inception of recording thereof, and all Records manufactured there from, together with the performances embodied thereon, shall be the sole property of Licensee throughout the universe, free from any claims whatsoever by you, the Artist, or any other Person; and Licensee shall have the exclusive right to copyright such Recordings in its name as the owner and author thereof and to secure any and all renewals and extensions of such copyrights.
The product of all persons rendering services in connection with the recording of such Recordings, including Licensor shall be deemed “work made for hire” for Licensee.
If such product is determined not to be a “work made for hire” then Licensor hereby assigns all rights, including without limitation the copyright in the recordings, to Licensee.
Note that although this is a work for hire provision it applies only to the recording not to the underlying musical composition.
So if the Licensor contributes to creating the song, by for instance, composing the beat, he retains his ownership of that part of the musical composition contained in the recording.
Basically, the Licensor grants the label the right to use his contribution to the song in the Recording, but retains the right to receive a royalty for that use.
Licensee and any Person authorized by Licensee each shall have the non-exclusive right throughout the universe, and may grant to others the right, to reproduce, print, publish, or disseminate in any medium the Artist’s name, portraits, pictures, likenesses and biographical material concerning you, as news or information, or for the purposes of trade, or for advertising purposes in connection with Records hereunder.
During the Term of this Agreement, neither you nor the Artist shall not authorize any Party other than Licensee to use the Artist’s name or likeness in connection with the advertising or sale of Records.
As used in this Agreement, “name” shall include, without limitation, any professional names.
ACCOUNTING AND PAYMENT
Licensee shall account to Licensor on an annual basis starting November 26 of the Effective Year and continue so long as Net Profits are earned, by furnishing statements and any payments due to Licensor after deduction of permissible Expenses.
Each such accounting statement shall include a description of any transaction subject to this Agreement including identification of any third party, the amount paid and the nature of the products and/or services for which payment was made.
Each such accounting statement shall cover all relevant transactions for the immediately preceding annual period.
(4a) Licensor shall have the right, at any time, to give Licensee written notice of Licensor’s intention to examine Licensee’s books and records with respect to each royalty statement.
Such examination shall occur no more than once each year and be commenced no sooner than one (1) month and no later than three (3) months after the date of such notice, at Licensor’s sole cost and expense, by any certified public accountant or attorney designated by Licensor, provided that he or she is not then engaged in an outstanding examination of Licensee’s books and records on behalf of a person other than Licensor.
Such examination shall be made during Licensee’s usual business hours at the place where Licensee maintains the books and records which relate to Licensor, and which are necessary to verify the accuracy of the statement or statements specified in Licensor’s notice to Licensee.
Licensee shall have no obligation to produce such books and records more than once per year.
(4b) Unless Licensor provides a notice to examine Licensee’s books and records within six (6) months of receipt by Licensor of any royalty statement, each such statement rendered to Licensor shall be final, conclusive and binding on Licensor and shall constitute an account stated.
Licensor shall be foreclosed from maintaining any action, claim or proceeding against Licensee in any forum or tribunal with respect to any statement or accounting rendered hereunder unless such action, claim or proceeding is commenced against Licensee in a court of competent jurisdiction within one (1) year after the date that such statement or accounting is received by Licensor.
(4c) Licensor acknowledges that Licensee’s books and records contain confidential trade information.
Neither Licensor nor Licensor’s representatives will communicate to others, or use on behalf of any other
person, any facts or information obtained as a result of such examination of Licensee’s books and records, except as may be required by law or judicial decree.
NAME AND LIKENESS
Licensor hereby grants to Licensee the right to issue and authorize publicity concerning Licensor and to use his name, voice and likeness and approved biographical data in connection with the distribution, exhibition, advertising, and exploitation of the Recordings.
Licensee hereby acknowledges that he has sought and received legal advice from independent counsel or that he has voluntarily waived his right to independent counsel with respect to the terms and provision contained in this Agreement.
Licensor and Licensee shall have the relationship of independent contractors.
Nothing herein shall be construed to place Licensor and Licensee in the relationship of principal and agent, employer and employee, master and servant, partners, or joint venturers, and neither party shall have expressly or by implications, represented themselves as having any authority to make contracts in the name of, or binding on, each other, or to obligate the other in any manner.
Notices, reports, accountings or other communication which the Licensor or the Licensee may be required or desire to send to the other, must be delivered EITHER by certified mail, return receipt requested to the parties at the addresses first written above or other address to be designated by Licensor or Licensee.
Electronic mail at the following addresses:
(5a) for Licensee: IP# (___________) (PRO)
(5b) for Licensor: email@example.com IP# 00811805168 (BMI)
Licensor may not assign this Agreement.
Licensee may assign its right or any of its rights hereunder to any person, firm, or corporation including a corporation in which the Licensor is a principal, provided that:
(i) Licensor shall remain responsible for any payments required to be made under this Agreement, and;
(ii) the assignee has the necessary cash on hand to make any payments required under this Agreement.
This Agreement constitutes the entire understanding between the parties with reference to this matter, and supersedes all prior agreements, written or oral.
This Agreement cannot be modified except by written instrument signed by the parties.
This License is governed by and shall be construed under the law of the Michigan, United States, without regard to the conflicts of laws principles thereof.
If any provision of this Agreement shall be found invalid or unenforceable, then such provision shall not invalidate or in any way affect the enforceability of the remainder of this Agreement.
Executed by the Licensor and the Licensee, to be effective as for all purposes as of the Effective Date first mentioned above and shall terminate exactly ten (10) years from this date, or effective as for all purposes as of the Effective Date first mentioned above until either party terminates the Agreement upon thirty (30) days notice.
WARRANTIES AND REPRESENTATIONS
Licensor hereby agrees that he has the right to enter into this Agreement.
He further warrants that this License is non-refundable and non-transferable and is limited to the Composition specified above, it may grant or deny any right of public performance for profit accordingly as described above, he is not liable for the clearance of material contributed by him to the Recordings should they violate any rights of any third party, and more specifically that the Licensee shall not release Recordings using any samples of any other copyright work without the express prior written permission of the third party.
This electronic transmission constitutes the entire agreement between the Licensor and the Licensee relating to the Composition, and shall be binding upon both the Licensor and the Licensee and their respective successors, assigns, and legal representatives.