SYNCHRONIZATION AND MASTER USE LICENSE AGREEMENT

Agreement dated as of , 20__ between ________________, (“Licensor”) and _____________ (“Company”).

1. Grant of Rights.
Subject to the provisions of this Agreement, Licensor hereby grants to Company the non-exclusive right and license to: (a) synchronize the musical composition _____________________ written by Justin Crosby (the “Composer”, to the extent of Writer’s interest therein, the “Composition”), as embodied in the recording of the Composition, embodied as ISWC Code _____________ (the “Recording”), with the motion picture, film, video, or television series entitled ______________________________________________________(the “Picture”); and (b) exhibit, perform, distribute and otherwise commercially exploit the Picture embodying the Composition and the Recording throughout the world in any and all media now and known hereafter devised, including, without limitation, theatrical, pay, cable and subscription television, CATV, closed circuit into home television, the internet, in context air, screen, television and audio visual trailers, advertising and promotions, or any other commercial or non-commercial motion picture, film, video, or media wherein Licensor’s Composition is synchronized to a series of Company’s motion picture images. Such license shall be limited to the following uses: Background, approx. _______ minutes (“1st Use”) Background, approx. _______ minutes (“2nd Use”)

2. Restrictions.
All rights not specifically granted to Company in this Agreement with respect to the composition and the Recording are reserved to Licensor and this Agreement does not authorize or permit any use of the Composition or the Recording not expressly set forth herein. Without limiting the generality of the foregoing, Company agrees and acknowledges that neither the Composition nor the Recording may be changed altered or modified in any manner (other than for timing purposes) without the prior written consent of Licensor. Company may not manufacture for commercial distribution and sale, or authorize the manufacture for commercial distribution and sale, of a so-called “soundtrack album” or other audio device containing any of the Composition or the Recording without first obtaining Licensor’s consent and agreeing to pay Licensor standard music industry mechanical royalties for the use of the Composition and standard music industry producer/artist royalties for the use of the Recording. The performance of the Composition in the exhibition of the Picture by means of film, television, or video is subject to the collection rights of and other performing rights societies throughout the world visà-vis television exhibitors/broadcasters throughout the world.

3. Consideration.
In consideration of the rights granted herein, Company agrees to pay Licensor the following sums:

1st Use of Composition _____________ USD
2nd Use of Composition ____________ USD
1st Use of Recording ______________ USD
2nd Use of Recording _____________ USD
______________________________________________

Total Compensation ______________________ USD

4. Term.
The rights granted herein in this Agreement will endure for the term of all copyrights in and to the Compositions throughout the world.

5. Credit.
Company agrees to accord Licensor credit in the end credits of the Picture in the substantially in the following form: , and Performed by . Such credit will be in the same size and style as that used to accord credit to all other licensed musical compositions, if any, in the Picture in the same sized as that used to accord credit to other songwriters in respect of such licensed compositions similarly used. Licensor will also be accorded credit as composer and producer on all audio products (e.g. compact discs) manufactured by or under the authority of Company. No inadvertent failure to comply with the foregoing provisions shall be a breach of this Agreement, provided that Company agrees to use its reasonable efforts to correct any failures to properly accord such credit and to cause all licensees, assigns and successors of Company to abide by the foregoing credit provisions.

6. Warranties.
Licensor warrants that Licensor is the composer of fifty percent (50%) of the Composition and the owner of one hundred percent (100%) of the Recording, and that Licensor has the legal right and authority to enter into this Agreement and to grant the rights granted to Company in this Agreement. Company agrees to enter into a separate agreement with respect to his rights in the Composition. Further, Company agrees to be responsible for obtaining all necessary permissions and licenses from, and making all required payments to, all applicable third parties in connection with the use in the Picture of all music compositions and master recordings other than the Composition and the Recording, and to indemnify and hold Licensor harmless from all claims with respect thereto.

7. Breach.
No failure by Company to perform any of its obligations hereunder shall constitute a breach of this license, unless Licensor has given Company written notice of such non-performance and Company fails to cure such non-performance within thirty (30) days of its receipt of such notice. Licensor’s rights and remedies in the event of a breach of this license shall be limited to Licensor’s right, if any, to cover damages in an action at law and in no event shall Licensor have the right to enjoin or restrain or to seek or restrain the distribution, exhibition, advertising or other exploitations of the Picture.







8. Miscellaneous.
This Agreement is binding upon and will inure to the benefit of the respective successors and/or assigns of the parties hereto. This Agreement is the complete agreement of the parties with respect to the subject matter hereof and all negotiations and understandings are merged herein. For purposes of interpretation, both Licensor and Company will be deemed to have drafted this Agreement. This Agreement will be governed by the laws of the State of California applicable to contracts to be wholly negotiated and performed therein.

IN WITNESS WHEREOF, the parties have caused this Composer Licensing Agreement to be duly executed as of the dates written below.
[Licensor]
By: Justin Crosby_______________________ Name:
Composer__________________________ Title:
__________________________________ Date:

X_____________________________________

[Company]
By: __________________________________ Name:
__________________________________ Title:
__________________________________ Date:

X_____________________________________