Unlimited Lease
Unlimited Lease
Unlimited Lease
This Non-Exclusive Unlimited with Stems License Agreement (the “Agreement”), having been made on and
effective as of *date* (the “Effective Date”) by and between *producers real name* p/k/a *producers name*
(Collaborator); *artist name* residing at *artist address* (“You” or “Licensee”), sets forth the terms and conditions of
the Licensee's use, and the rights granted in, the Producer's instrumental music file entitled *beat name*(the “Beat”)
in consideration for Licensee's payment of *beat price* (the “License Fee”), on a so-called “Unlimited with Stems”
basis.
This Agreement is issued solely in connection with and for Licensee's use of the Beat pursuant and subject to all
terms and conditions set forth herein.
1. License Fee: The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All
rights granted to Licensee by Producer in the Beat are conditional upon Licensee's timely payment of the License Fee.
The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the
License Fee has been paid.
3. Term: The Term of this Agreement shall be ten (10) years and this license shall expire on the ten (10) year anniversary
of the Effective Date.
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License Agreement for *artist name*
songs bundled together by Licensee as an EP or a full-length Album. The New Song may be sold via
digital retailers for permanent digital download in mp3 format and/or physical format, including compact
disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell
the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or
instrumental as detailed above) for its rights under this provision to a vest. Any sale of the Beat in its
original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to
the Licensor for damages as provided hereunder.
c. Subject to the Licensee's compliance with the terms and conditions of this Agreement, Licensee shall not be
required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee
(expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with
the use/exploitation of the New Song as set forth in this Agreement.
5. Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from
taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth
below:
a. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of
its rights hereunder to any third-party;
b. The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any
audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for
use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television,
commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not
expressly permitted herein.
c. The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole
or in part, for any so-called “samples”.
d. Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring,
broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-
sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as
delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or
other people who are working on the New Song.
e. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH
ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL
OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated
content identification services). The purpose of this restriction is to prevent you from receiving a copyright
infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a
New Song. The Beat has already been tagged for Content Identification (as that term is used in the music
industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not
adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New
Song may be revoked without notice or compensation to you.
f. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The
parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United
States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to
create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other
derivative works that may have been created by other third-party licensees.
6. Ownership:
a. The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including
all copyrights to and in the sound recording and the underlying musical compositions written and composed by
Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the
foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song
and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the
Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to
Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer's
rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge,
deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to
execute same within five (5) days after so requested by Producer.
b. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have
been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the
terms and conditions of this Agreement.
Notwithstanding the above, you do own the lyrics or other original musical components of the New Song
that were written or composed solely by you.
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c. With respect to the publishing rights and ownership of the underlying composition embodied in the
New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying
composition shall be owned/split between them as follows:
- *artist name*, owns 50% of the writers share.
- *producers name*, owns 50% of the writers share.
Producer shall own, control, and administer One Hundred Percent (100%) of the so-called “Publisher's
Share” of the underlying composition.
In the event that Licensee wishes to register his/her interests and rights to the underlying
composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must
simultaneously identify and register the Producer's share and ownership interest in the
composition to indicate that Producer wrote and owns 50% of the composition in the New Song
and as the owner of 100% of the Publisher's share of the New Song.
d. The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement
by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions
at the time Licensee made payment of the License Fee.
7. Mechanical License: If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder
is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in
whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or
indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a
“Controlled Composition”. Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical
licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the
United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum
statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United States and Canada,
the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that
this agreement has been entered into.
8. Credit: Licensee shall have the right to use and permit others to use Producer's approved name, approved likeness, and
other approved identification and approved biographical material concerning the Producer solely for purposes of trade
and otherwise without restriction solely in connection with the New Song recorded hereunder. Licensee shall use best
efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit
on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now
known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records
containing the New Song and on the front and/or back cover of any album listing the New Song and other musician
credits. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all
proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the
event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such
failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by *Producers
name*
9. Licensor's Option: Licensor shall have the option, at Licensor's sole discretion, to terminate this License at any time
within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises
this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by
Licensee. Upon Licensor's exercise of the option, Licensee must immediately remove the New Song from any and all
digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the
New Song by the general public.
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b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner
and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary
damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party
on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.
c. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to
irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event
of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and
shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from
violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other
available legal or equitable remedy from such breach or threatened breach, including but not limited to the
recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages
that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee'
obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.
12. Miscellaneous: This Agreement constitutes the entire understanding of the parties and is intended as a final expression
of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument
(email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the
parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such
decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though
such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of
its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written
notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service
of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor
does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the
curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of
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the Barcelona ES applicable to agreements entered into and wholly performed in said State, without regard to any
conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding
based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts
located in the Barcelona ES. You shall not be entitled to any monies in connection with the Master(s) other than as
specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or
certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address
or addresses as may be designated by either party. Such notices shall be deemed given when received. A copy of all
such notices sent to Producer shall be concurrently sent to [[lawfirm_name_address]]. Any notice mailed will be deemed
to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will
be deemed to be received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU
HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF
RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR
BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE
REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN
INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL
NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement,
or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be
executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the
same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and
transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of
the party whose signature appears thereon and shall be binding upon such party as though an originally signed
document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your
acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License
Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.
12. ALL licenses comes with the producers tag ONE TIME (each tag) at the beginning. IT'S TOTALLY FORBIDDEN TO
REMOVE THE PRODUCER TAGS
Signed by Producer / on
behalf:
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