Company/Artist Licensing Agreement
Agreement between Mor’geez Records cc Company] operator and owner of the entire Morgeez Website (morgeez.com) and its subdomains and all other websites operated and owned by Morgeez herein refer to as the (“Licensee”) and the Artist(s) person or persons herein refer to (“Licensor”) collectively named herein in the section designated as Licensor of the Creative Works which are (Master Recordings, Likeness and Image, Merchandise, General Audio, and Visual Works).
This Agreement shall be deemed effective (the “Effective Date”) as of the date designated by the Licensor with their signature of this Agreement. Or the date the Licensor and or his appointed representatives, had signup to Morgeez Websites to upload their “Creative Works”.
Whereas Licensee is a company who engages in the commercial licensing of musical compositions and master recordings to third parties for use in their respective properties or in means necessary;
Whereas Licensor is the owner and authorized administrator of musical compositions and master recordings embodying Licensor’s musical compositions and Licensor wishes to grant Licensee a license to sub-license their designated musical compositions and master recordings to third parties;
It is agreed that:
- Definitions: The following terms in this Agreement shall have the meaning as defined below:
- “Effective Date” – The date on which this Agreement takes effect as determined by the date indicated along with the Licensor’s signature of this Agreement. In the case of use of the Morgeez Websites, this shall mean the date for which Licensor or his appointed representatives had signup to morgeez.com or any of the Morgeez subdomains to upload their Works.
- “Licensed Use” – the particular use granted to a Licensee for exploiting Licensor’s Work according to an agreement between Licensee and Licensee;
- “Licensees” – third parties who execute a license agreement with Licensee which grants such third parties rights to make use of the Work of the Licensor according to the terms of this Agreement;
- “Licensor” – the artist or person or persons named in the section designated as Licensor Identification who own, control, and administer all of the musical compositions and master recordings which embody these musical compositions which are the subject of this Agreement; In the case of the websites, the person who is a user of the website platform whose details appears as the “user”.
- “Net Revenue” – Gross revenue received by Licensee from a Licensee less any commissions and fees payable to third parties in connection with a Licensed Use.
- “Territory” – the World and the Universe;
- “Work” – one of Licensor’s Works licensed to a Licensee;
- “Works” – Licensor’s musical compositions and master recordings embodying such musical compositions that Licensor has designated as musical content available to Licensee for licensing under this Agreement and as listed in Schedule 1 (website files uploaded or uploads) of this Agreement.
- “Video” – a visual image (whether live-action or animated) which is owned, controlled, and/or administered by a Licensee including, but not limited to film, television, video games, and advertisements.
2. Licensor’s Grant of Rights: Subject to all of the terms and conditions found herein, Licensor appoints Licensee as a nonexclusive licensor of Licensor’s Works in the Territory and authorizes Licensee to:
- Reproduce, copy and digitally encode Licensor’s Works for the purposes of the distribution of Licensor’s Works to third parties for licensing opportunities;
- Make available to third parties, via digital transmissions or physical means, copies of Licensor’s Works for the purposes of allowing third parties the opportunity to preview and audition Licensor’s Works;
- Grant Licensees the non-exclusive right and license to couple and/or synchronize Licensor’s Works with Videos owned, controlled, or administered by the Licensee;
- Grant Licensees the right to edit, loop, or enhance the Works at Licensee’s discretion for the coupling and/or synchronization of Licensor’s Work with Licensee’s Video;
- Grant Licensees the right to reproduce and make copies of Licensor’s Works coupled with Licensees’ Videos in any digital or physical format;
- Grant Licensees the right to broadcast, transmit and/or publicly perform by any means or media their Video coupled with Licensor’s Works.
- Grant Licensees the non-exclusive right and license to use Licensor’s Works in an audio-only transmission, performance, or broadcast for the purposes of advertising, promotion, background use, intro/outro use, or a corporate presentation;
- Grant Licensees the right to publish, display and transmit the name and likeness of Licensor in combination with the marketing and promotion of Licensee’s Videos;
3. Licensee’s Right to Price: Licensee shall have full right and discretion to determine the fee connected to the license of Licensor’s Works to a Licensee and grant a Licensee the rights enumerated in 2(c) – 2 (g). However, Licensee shall not be permitted to license Licensor’s Works for no fee.
4. Licensee’s Administration Right: Licensee shall have the exclusive right to serve as the administrator/publisher for the Licensor’s musical composition and/or master recording comprising the Work licensed to a Licensee; but solely with regards to any public performance, transmission, communication or reproduction payments in connection with the Licensed Use of the Work. To facilitate this administration right, Licensee shall be entitled to add titling to the musical composition and master recording which will distinguish this use from any previous or future registration of the musical composition and master recording by the Licensor (or a duly appointed administrator of Licensor’s musical composition and master recording rights). Nothing in this paragraph shall be interpreted as granting Licensee administration rights for Licensor’s Work other than for the specific Licensed Use granted to a Licensee.
5. Compensation: In consideration of the rights granted herein, Licensee shall pay Licensor the following:
In consideration of you providing your exclusive services hereunder we shall pay the non-returnable advances set out below which shall be deductible from Net Receipts before accounting royalties payable herein:
- Fifty percent (50%) of the Net Revenue received by Licensee as a result of a Licensed Use of Licensor’s Work;
- Fifty percent (50%) of the administrator/publisher/master rights share of any revenues derived from the public performance, transmission, communication, or reproduction of the Work in connection with the Licensed Use, revenues of which are not payable by the Licensee. For purposes of clarity, one hundred percent (100%) of any revenues from these uses shall be payable directly to the Licensor in regards to the ‘song-writer’s’ and ‘artist’s’ share; with the ‘publishing share’ and ‘record label share’ being split equally between the Licensor and Licensee.
- Licensee shall not be required to pay Licensor any fees for the reproduction right granted in 2(a) and the transmission/communication right granted in 2(b) and Licensor waives all rights to these fees.
6. Term and Termination
- The Term of this Agreement shall be from the Effective Date until either Licensor or Licensee send notice in writing of their desire to terminate this Agreement, a minimum of ninety days prior to the desired date of termination. However, the Licensor’s right of termination shall only commence one year after the Effective Date.
- Termination of this Agreement shall only terminate the rights granted by Licensor to Licensee in section’s 2 and 3 but shall not affect any Licensed Use granted by Licensee to a Licensee prior to the date of termination nor Licensee’s continuing right of Administration (under section 4) for a Licensed Use. All other provisions of this Agreement shall survive termination.
7. Reservation of Rights and Ownership of Copyright: Nothing in this Agreement shall be interpreted as granting Licensee or a Licensee any ownership or copyright in any of Licensor’s Works; both of which are entirely retained by the Licensor. In addition, all rights which are not specifically granted to Licensee within this Agreement are reserved by the Licensor. For purposes of clarity, as all rights granted by the Licensor under this Agreement are non-exclusive, there are no restrictions that would prevent the Licensor from granting similar rights to other entities.
8. Statement and Payments:
- In the event that any of Licensor’s Works have been licensed to a Licensee for a Licensed Use, Licensee shall prepare a statement along with necessary payments payable to Licensor which shall be due to Licensor sixty days after the completion of the semi-annual period (ending June 30th or December 31st) in which Licensee has received payment from the Licensee or any third party as a result of the Licensed Use. Licensee has the right to deduct or withhold from payments due to Licensor any income or royalty taxes pursuant to the laws of the relevant territory of the Licensee and/or the Licensed Use. In the event that Licensee is required to withhold such taxes, Licensee will make all best efforts to provide Licensor with all of the necessary information to allow Licensor to reclaim the money withheld for these taxes from the applicable national revenue service or provide Licensor with information which may allow Licensor to obtain a tax credit from Licensor’s own country as a result of these taxes paid.
- The Licensor may inspect the books and records of Licensee with regards to any specific statement and payment received by Licensor within 3 months of its receipt providing that Licensor provides Licensee with written notice of such intended inspection at least thirty days prior to the date of the intended inspection and that the inspection is carried out during Licensee’s normal business hours at the location where Licensee maintains such records. The Licensor can only inspect the Licensee one time regarding a specific statement and payment.
- In the event that any third party claims payment for any of the rights granted by the Licensor herein for a Licensed Use, the Licensor shall be solely responsible for such payments.
9. Warranties and Representation of Licensor: The Licensor, (and each individual listed in Licensor Identification who have signed this Agreement) hereby warrant and represent that:
- They have all the necessary rights and authority to enter this Agreement and grant all the of the rights herein;
- None of the Works designated by Licensor for use by Licensee and Licensees under this Agreement violate or infringe the proprietary or contractual rights of any third party;
- Licensor has no agreements or understandings with any third party that would allow such third party to make a claim for payments by Licensee for any of the rights granted herein;
- During the term of this Agreement, Licensor has not, nor will not, enter into any other agreement that would prohibit or restrict the rights granted to Licensee herein;
- Licensor shall not directly communicate with a Licensee regarding the license of its Work under this Agreement; nor any of Licensee’s commercial representatives or agencies;
10. 10. Licensor’s Indemnity: The Licensor agrees to indemnify and save harmless Licensee and Licensees and their respective officers, directors, employees, agents, and contractors from and against any claims, actions, suits, damages, liabilities, costs, and expenses (including reasonable legal expenses), arising out of any alleged breach or breach by Licensor of any warranty, representation or agreement made by Licensor, and/or arising out of any claim by a third party that Licensor’s Works violates or infringes their proprietary or contractual rights. In the event of a claim, Licensor shall be notified and shall have the option in participating in the defense directly or with its own counsel; with Licensee retaining the right to make all final decisions in all matters surrounding the claim including any settlement. In addition, upon receipt of a claim, the Licensee shall have the right to withhold any payments due to Licensor under this Agreement, (amounts of which are deemed reasonable in respect of enforcing its rights under this indemnity) pending resolution of the claim. Upon resolution of the claim, Licensee will either reimburse Licensor for amounts withheld which were greater than the amount due under this indemnity or will claim from Licensor any short-fall for the amount due under this indemnity which was not covered by any amounts withheld.
- 11. Licensor’s Designation and Delivery of its Works: Upon execution of this Agreement, Licensor shall designate which of its musical compositions and master recordings embodying such musical compositions shall be considered Works under this Agreement. Such designation shall be indicated via a physical or digital form provided by Licensee. In the event that the Licensor delivers to Licensee its musical compositions and master recordings embodying such musical compositions without completing such a form, all of the compositions and master recordings delivered will be considered as Works under this Agreement.
The delivery of Licensor’s Works to Licensee shall be via digital or physical means in an audio format acceptable to Licensee. Licensee shall make available to Licensor all the information necessary for Licensor to be able to effect a successful delivery of its Works.
12. No Obligation of Licensee to make use of Licensor’s Works: Upon receipt of Licensor’s Works, Licensee retains full discretion to determine whether or not it wishes to make any of Licensor’s individual Works available to prospective Licensees for licensing. For purposes of clarity, Licensee may choose to make none, or only some, of Licensor’s Works available to prospective Licensees.
13. Licensor’s Credit for a Licensed Use: In the event that a Licensee licenses a Work for a Licensed Use, Licensee will make all best efforts in appropriate circumstances to have Licensee properly credit Licensor’s artist name and songwriter(s) in the titling of Licensee’s video/film/program where the Licensor’s Work is being used.
- This Agreement shall enure to and be binding upon the parties and their authorized heirs and successors, as well as to any entity to which Licensee assigns this Agreement;
- In the event that any provision(s) of this Agreement is held to be illegal or otherwise unenforceable, such provision(s) shall be considered to be severed from this Agreement and the balance of the Agreement shall remain in full force and effect.
- The waiver of any term or condition of this Agreement by either party in any individual circumstance shall not be construed as a waiver of the similar term or condition for any future circumstance;
- This Agreement shall be governed by, and construed, and enforced in accordance with the laws of Gauteng and South Africa as applicable therein;
- The Licensor acknowledges having fully read this Agreement and has either consulted with legal counsel or has voluntarily declined the right to legal counsel being satisfied that the Licensor fully understands and agrees to this entire Agreement.
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