MAKE YOUR FREE Master Use License Agreement

Master Use License Agreement

This Master Use License Agreement (hereinafter referred to as the "the Agreement"), is made on by and between , located at , , (hereinafter referred to as the "Producer") and , , , (hereinafter referred to as the "Licensor"). The Producer and the Licensor shall be collectively referred to as the Parties.

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

This Agreement is entered into with respect to the master sound recordings of the Musical Composition "" by the Master Record Company (the "Master"), recorded by , with respect to that certain motion picture currently entitled "" (the "Picture").

1. Grant of Master Use License

Licensor hereby grants to Producer and its successors, licensees and assigns, the non-exclusive right, in perpetuity, to record, dub and synchronize the Master into and with the Picture, and all advertisements, trailers, featurettes and any other promotion thereof, in any manner, medium, form or language, in each country of the Territory (as defined below). In connection therewith, at Producers request, Licensor agrees to make the Master available to Producer for Producers use in accordance with this Agreement. Licensor also grants to Producer the perpetual, non-exclusive right to use and to license others to use Licensor's names in connection with Producers exploitation of the Picture; provided that such use is not in the form of a product or service endorsement without Licensor's prior written consent in each instance.

2. Publicity

Licensor hereby grants to Producer and its successors, licensees and assigns, the non-exclusive and irrevocable right and license, in perpetuity, to publicly perform for profit or non-profit, and to authorize others to so perform, the Master as part of the exhibition or other exploitation of the Picture, and any derivative works based thereon, and in any and all advertising or other publicity for the Picture, in the Territory, in any and all media now known or hereafter devised, including, without limitation, Internet cybercast exhibition, theatrical exhibition, television exhibition (including, without limitation, free, pay, cable and satellite television) and by means of video grams (which include, without limitation, videocassettes and videodiscs).

3. Territory

The territory covered by this Agreement (the "Territory") is the entire world.

4. Consideration

As full and complete consideration for the rights granted to Producer hereunder, Producer shall pay to Licensor the sum of , payable upon Licensor's execution hereof.

5. Representation and Warranties

Licensor represents and warrants that it has the full right, power and authority to enter into this Agreement and to grant the rights agreed to be granted hereunder. Licensor hereby agrees to defend, indemnify and hold harmless Producer, its successors, licensees and assigns from and against any and all claims, liabilities, damages, costs or expenses (including, without limitation, reasonable attorneys' fees) arising from any breach by Licensor of any representation, warranty, covenant or agreement made by Licensor hereunder.

6. Limited Use

This Agreement does not authorize or permit any use of the Master not expressly set forth herein. Licensor reserves exclusively to itself and its successors, licensees and assigns, all rights and uses in and to the Master, whether now or hereafter known or in existence, except the limited use expressly licensed hereunder. By way of illustration and not of limitation, the following rights are specifically reserved to Licensor for its own use, and may not be exercised by Producer:

a. All rights of reproduction or use of the Master on phonograph records, audio tapes and any other types of sound reproduction, whether now or hereafter known or in existence. Without limiting the generality of the foregoing, Producer shall have the right to include or authorize the use of the Master or any portion thereof in any phonograph record of the soundtrack of the Picture.

b. The right to use the Master in other motion pictures or other television programs not derived from the Picture.

7. Screen Credit

Producer shall accord Licensor screen credit, substantially as set forth below, with respect to the Master in the Picture, including (without limitation) all videocassettes and videodiscs (if any), as follows:

, performed by , courtesy of .

The foregoing credits shall be in such size and placement as is customarily accorded musical groups receiving screen credit.

Producer will require compliance with the foregoing credit requirements in all agreements for the distribution, exhibition, or other exploitation of the Picture, to assure that proper credit has been accorded to Licensor; provided, however, that no casual or inadvertent failure to comply with the foregoing credit provisions shall constitute a breach of this Agreement by Producer.

8. Breach of Agreement

In the event of any breach of this Agreement by Producer, Licensor's sole remedy shall be the recovery of money damages, and Licensor shall not have the right to terminate or rescind this Agreement or to enjoin or restrain the use of or the exhibition, distribution, advertising or exploitation of the Picture.

9. Notices

All notices shall be in writing and shall either be served by personal delivery, registered or certified mail, return receipt requested, or telegraph, all charges prepaid.

All notices to be given to Producer and all statements and payments to be sent to Producer shall be addressed to Producer at the address set forth in this Agreement or at such other address as Producer shall designate in writing from time to time

All notices to be given to Company shall be addressed to Company at the address set forth in this Agreement, to the attention of the legal Department, or at such other address as Company shall designate in writing from time to time.

10. Assignment

This Agreement is binding upon and shall inure to the benefit of the parties' respective successors and assigns. Producer may assign this Agreement, in whole or in part, at any time to any party as Producer may determine in its sole discretion.

11. Entire Agreement

This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes any prior understanding or agreements of the parties. This Agreement may not be modified or amended except in writing signed by the parties to be charged.

12. Governing Law

This Agreement has been entered into in the State of , and its validity, construction, interpretation and legal effect shall be governed by the laws of that state applicable to contracts entered into and performed entirely within that state.

13. Signatures

This Agreement shall be signed by and by on behalf of .