DefendSound.com Video Game Master Use License

8/7/2019 DefendSound.com Video Game Master Use License

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VIDEO GAME MASTER USE LICENSE AGREEMENT

This Master Use License Agreement (this “Agreement”) is made and entered into effective as of

[DATE] (“Effective Date”) by and between [LICENSOR ] (“Licensor”) with an address of

[ADDRESS] and [DEVELOPER ] (“[DEVELOPER ]”), a [STATE] corporation with an address

of [ADDRESS].

WHERAS the parties hereto do mutually agree as follows:

1. GAME TITLE & PRODUCT

The [DEVELOPER ] product (the “[DEVELOPER ] Product”) which is the subject of

this Agreement is entitled:

[GAME TITLE]

2. LICENSED MASTER

The master recording (the “Master”) which is the subject of this agreement is:

Title: [COMPOSITION TITLE]

Sound Recording Artist(s): [ARTIST NAME]

3. CONSIDERATION

Licensor’s sole consideration for the rights granted hereunder shall be the opportunity to

have the Master included in the [DEVELOPER ] Product (in whole or in part and at

[DEVELOPER ]’s discretion) and the royalty payments as set forth in Exhibit A attachedhereto. Such consideration shall be the sole consideration for the rights granted to

[DEVELOPER ] hereunder.

4. ROYALTIES & ADVANCE

Royalties:

Units Sold (and not returned) Royalty Rate (per unit sold and not

returned)

0 – 500,000 [ROYALTY RATE]

500,001 – 1,000,000 [ROYALTY RATE]1,000,000+ [ROYALTY RATE]



Advance:

[ADVANCE], paid as a recoupable advance against the first 1 million units sold and not

returned.

Most Favored Nations:

The payments set forth above (royalties and advances) shall: (i) be on a most favored

nations basis with respect to the payments made by [DEVELOPER ] to any other party

that shares any interest in the Master (i.e., on a pro-rata basis based on percentage of

ownership); and (ii) be on a most favored nations basis with respect to the payments

made by [DEVELOPER ] to other music publishers or entities that own or control the

rights to any other master recording used in the [DEVELOPER ] product (with the

exception of flat-fee, non-royalty licensed materials).

5. TERM AND TERRITORY

The term (the “Term”) of this Agreement shall commence on the Effective Date, and

shall continue in perpetuity. The territory (the “Territory”) covered hereby is the world.

6. DEFINITIONS

6.1 “Platforms” shall mean all gaming systems, operating systems, devices or other

methods or systems pursuant to which interactive entertainment software may be used by

end-users, whether not existing or hereafter created. The foregoing shall include personal

computers including Windows and Apple compatible products, videogame consoles

including the Sony PlayStation 2 and 3, Nintendo Wii, and Microsoft Xbox 360;

handheld gaming devices including PlayStation PSP and Nintendo DS; set top boxes;

plug-and-play devices; arcade machines; television, satellite, broadband and cable

systems and services; wireless devices including personal digital assistants and mobile

telephones; arcade and other pay-for-play systems; and the successors to each of the

foregoing platforms.

6.2 “Channels” shall mean methods and systems of replication, distribution, delivery,

access, or use pursuant to which interactive entertainment software may be made

available to end-users, whether now existing or hereafter created. The foregoing shall

include boxed or hard goods distribution; online or electronic distribution; physical

and/or online rental and subscription; television, satellite, broadband and cable delivery

or access; wireless delivery systems; public arcades; and the successors to each of the

foregoing methods of delivery or exploitation.



7. LICENSE

7.1 Licensor hereby grants to [DEVELOPER ], during the Term and in the Territory,

the non-exclusive, right and license to:

7.1.1 Incorporate and affix the Master into the [DEVELOPER ] Product and/or any portion thereof, including using the Master in synchronization or timed

relation with the [DEVELOPER ] Product content;

7.1.2 Edit, cut, loop, or otherwise excerpt portions of the Master as necessary to

incorporate the Master into the [DEVELOPER ] Product;

7.1.3 Record, re-record, and/or convert the Master into any digital or analog

format as required to incorporate the Master into the [DEVELOPER ] Product (or

Marketing Materials as set forth below;

7.1.4 Reproduce, copy, manufacture, sell, rent, license, publicly perform,transmit, or otherwise distribute and exploit the Master, as incorporated in the

[DEVELOPER ] Product, in all languages and formats, on the Platforms and via

the Channels;

7.1.5 Use and incorporate the Master into promotional and marketing materials

for the [DEVELOPER ] Product, including using the Master in synchronization or

timed relation with content from the [DEVELOPER ] Product and other footage

for the advertising and promotion of the [DEVELOPER ] Product, including

promotional demonstration versions, promotional game trailers, promotional

videos (including “making of” videos and programs created by third parties for the [DEVELOPER ] Product), and other advertisements (collectively the

“Marketing Materials”);

7.1.6 Reproduce, distribute, transmit, copy, encode, publicly perform, and

otherwise use of the Master solely as incorporated in the Marketing Materials,

throughout the Territory and via any medium now known or hereafter developed

(including within retail versions of the [DEVELOPER ] products and via

television, radio and the Internet), solely for the purposes of advertising and

promoting the sale of the [DEVELOPER ] Product;

7.1.7 Use and publish Artist’s professional name(s), pre-approved likeness(es),

and pre-approved biographical material for advertising and trade purposes solely

in connection with the promotion and sale of the [DEVELOPER ] Product;

7.1.8 License to third parties any of the rights set forth herein as necessary to

commercially exploit the [DEVELOPER ] Product (e.g., the rights to manufacture,



distribute, sell and otherwise exploit the [DEVELOPER ] Product, including the

Master).

7.2 [DEVELOPER ] acknowledges that this Agreement does not grant

[DEVELOPER ] music composition rights to any music composition(s) embodied by the

Master, which rights [DEVELOPER ] must separately acquire at [DEVELOPER ]’s soleexpense from the copyright holder(s) of any such music composition rights.

8. CREDIT

Licensor shall be accorded a credit as mutually agreed to by the parties on-screen within

the [DEVELOPER ] Product. All aspects of said credit, including the form, style, manner

and placement thereof, shall be in [DEVELOPER ]’s sole discretion. No casual or

inadvertent failure by [DEVELOPER ], or the failure of any third party, to accord such

credit shall be deemed a breach of this Agreement.

9. OWNERSHIP

9.1 All rights in the Master not specifically granted to [DEVELOPER ] in this

Agreement are specifically reserved and retained by Licensor, including, but not limited

to, all phonograph record rights.

9.2 [DEVELOPER ] shall not make any change in the basic melody, fundamental

character or lyrics of the Master (other than editing for timing purposes, being faded

in/out, and looping).

9.3 [DEVELOPER ] specifically acknowledges it has no ownership, copyright or

royalty interest in the Master, and no right to distribute the Master in any way separate

and apart from the [DEVELOPER ] Product and/or the marketing and promotion thereof,

as set forth above.

9.4 Licensor disclaims any ownership in and to any computer programs, artwork,

characters, concepts, dialogue, technology, know-how and music in the [DEVELOPER ]

Product, other than in the Master, whether or not protected under the copyright laws of

the United States and other jurisdictions where the [DEVELOPER ] Product may be sold.

10. REPRESENTATIONS AND WARRANTIES; INDEMNITY

Licensor represents and warrants to [DEVELOPER ] that: (a) Licensor has the right to

enter into this Agreement and grant [DEVELOPER ] all rights as provided herein; (b)

neither the Master nor any authorized use thereof by [DEVELOPER ] pursuant to this

Agreement will violate or infringe upon the rights of any third party; and (c) Licensor

shall be responsible for paying any and all royalties due to any artists or producers of the

Master and any master-use sample licensors. Licensor shall indemnify, defend and hold



[DEVELOPER ] harmless from and against all liabilities, losses, damages, costs and

expenses (including outside legal fees) arising out of, or associated with, any claim or

action brought against [DEVELOPER ] for infringement arising from [DEVELOPER ]’s

use of the Master in accordance with this Agreement.

11. TERMINATION

In the event a party shall breach any material term of provision of this Agreement and fail

to cure the same within thirty (30) days after written notice to the defaulting party of such

violation, then, except as hereinafter provided, the other party shall have the right to

terminate this Agreement upon written notice to the defaulting party. No such termination

shall affect the rights of end users of the [DEVELOPER ] Product distributed pursuant to

this Agreement, nor the rights of any other purchaser of the [DEVELOPER ] Product.

Following any termination of this Agreement, [DEVELOPER ] shall not have any

obligation to repurchase units of the [DEVELOPER] Product sold into distribution during

the Term and may continue to distribute units of the [DEVELOPER ] Productmanufactured prior to such termination until such time as the supply of such products is

exhausted. The following sections shall survive any termination of this Agreement: 9, 10,

11, and 12.

12. MISCELLANEOUS

This Agreement constitutes the entire agreement and understanding between the parties

with respect to the subject matter hereof, thereby superseding all prior negotiations,

preliminary agreements, correspondence or understandings, written or oral. No

amendment or modification of this Agreement will be made except by an instrument inwriting signed by both parties. If any provision of this Agreement is or becomes or is

deemed invalid, illegal or unenforceable under the applicable laws or regulations of any

jurisdiction, either such provision will be deemed amended to conform to such laws or

regulations without materially altering the intentions of the parties and enforced

accordingly or it shall be stricken and the remainder of this Agreement shall remain in

full force and effect. This Agreement may be assigned by either party, provided,

however, that each party shall remain primarily liable for the performance of all its

obligations under the terms and conditions of this Agreement. Nothing contained in this

Agreement will be deemed to require [DEVELOPER ] or its assigns to publish, record,

reproduce, or otherwise use the Master, whether in connection with the [DEVELOPER ]Product or otherwise. Substantive laws of [STATE] shall apply to this Agreement, and

the parties consent to the exclusive jurisdiction of the state and federal courts located in

[CITY] County.



IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.

[DEVELOPER] [LICENSOR]

By: ___________________ By: ________________________

Name: [NAME] Name: [NAME]

Title: [PROFESSIONAL TITLE] Title: [PROFESSIONAL TITLE]



Exhibit A

Royalties

Documents

DefendSound.com Video Game Master Use License