This License agreement is made on date of purchase by and between the buyer (“Licensee”) and Eman’s Tracks (“Licensor”). Licensor warrants that it controls the mechanical rights in and to the musical work (“Composition”) being sold to Licensee as of and prior to the Effective Date.

 

The Licensee and Licensor have agreed to the following terms:

 

1. Master Use. The Licensor hereby grants to Licensee a non-exclusive License to record vocal synchronization to the Composition partly or in its entirety and substantially in its original form (“Master Recording”).

 

2. Mechanical Rights. The Licensor hereby grants to Licensee a non-exclusive License to use Master Recording in the reproduction, duplication, manufacture, and distribution of phonograph records, cassette tapes, compact disks, internet downloads, other and miscellaneous audio and digital recordings, and any lifts and versions thereof (collectively ,”Recordings”) worldwide for an unlimited number of  copies of such Recordings or any combination of such Recordings. Additionally, Licensor shall be permitted to distribute unlimited internet downloads for profit, commercial, non-profit and non-commercial use.

 

3. Performance Rights. The Licensor hereby grants to Licensee a non-exclusive License to use the Master Recording in unlimited for-profit and non-profit performances, shows, or concerts. The Licensee is also permitted to earn an unlimited amount in compensation or ticket sales using the Master Recording in said performances.

 

4. Synchronization Rights. The Licensor hereby grants to Licensee a non-exclusive License to copy, perform, edit and/or loop portions of, record on film, video, digital animations, and video games (collectively, “Projects”) and use the Master Recording in synchronization or timed relation with the productions in an unlimited number of Projects.

 

5. Broadcast Rights. The Licensor hereby grants to Licensee a non-exclusive license to broadcast or air the Master Recording on an unlimited number of radio stations or through an unlimited number of station channels, respectively.

 

6. Credit. Licensee shall acknowledge the original authorship of the Composition appropriately and reasonably in all media and performance formats by acknowledging the relevant author Emmanuel Ndukwe in writing where possible and vocally otherwise. 

 

7. Sampling. The Licensee agrees that the Composition is purchased as a “Work Made for Hire” whereby the clearing of any sampled materials is the responsibility of Licensee.

 

8. Compensation. Payment for this License is non-refundable. Eman’s Tracks holds 25% of all publishing rights of Master Recording.

 

9. Term. Executed by the Licensor and the Licensee, this License agreement is to be effective for all purposes as of the Date of Purchase and shall not expire. In the event that an exclusive license is sold by Licensor to the Composition, the terms of this agreement shall be upheld. 

 

10. Indemnification. Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or resulting from a claimed breach of any of Licensee’s representations, warranties or agreements hereunder.

 

11. Miscellaneous. This License is non-transferable and is limited to the Composition purchased by Licensee, constitutes the entire agreement between the Licensor and the Licensee relating to the Composition, and shall be binding upon both Licensor and Licensee and their respective successors, assigns, and legal representatives.

12. Governing Law. This License is governed by and shall be construed under the laws of the United States, without regard to the conflicts of laws and principles thereof.