This Master Use License sets forth an agreement whereby a license holder of a master
recording grants a producer the right to use a recorded piece of music. Often the
license holder is a record label and the licensee will need the music for a media project,
such as a film, television show, commercial or some other visual creation. The exact
terms of the license should be recorded in Exhibit A. This form can be customized to
best fit the needs of the drafting parties. It should be used by companies that hold a
license to certain music or by companies seeking to license certain music for
commercial use.
MASTER USE LICENSE AGREEMENT
THIS AGREEMENT (“Agreement”) is made and entered into this ___ day of ______, 20__
[Instruction: Insert Date] (the “Effective Date”), by and between __________________
[Instruction: Insert Name of Record Company], _________________________ [Instruction:
Insert Address] (the Licensor”), and _____________________ [Instruction: Insert Name of
Production Company], ______________________ [Instruction: Insert Address] (the
“Licensee”).
WHEREAS, Licensor owns and/or controls certain master recording(s), as set forth in Exhibit
"A" attached hereto and incorporated by this reference (the “Master(s)”);
WHEREAS the Licensee desires to include the Master(s) in the program tentatively entitled
“______________________” [Instruction: Insert Program Title] (hereinafter referred to as
the “Program”)
NOW THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants contained herein, the Licensor and the Licensee agree as follows:
1. GRANT OF RIGHTS
Subject to the terms and conditions contained herein, Licensor hereby grants to Licensee, its
successors, assigns and licensees the non-exclusive right to record, dub, synchronize, reproduce,
sell, exhibit, perform, use and otherwise exploit the Master(s) as set forth in Exhibit “A” hereto.
Licensor hereby waives the "moral rights" of authors, as said term is commonly understood
throughout the world. All rights not expressly granted herein are reserved by Licensor,
including, without limitation, the right to use the Master(s) on audio-only records.
2. CONSIDERATION
A. Provided Licensor fully performs all material obligations under this Agreement, and in
full consideration of all rights granted herein, Licensee shall pay or cause to be paid to Licensor,
the sum of _______________ Dollars ($_______) [Instruction: Insert Fee Amount] as
compensation, which sum shall be payable upon the later of execution hereof and initial
exploitation pursuant hereto. [Note: in the event that an option is needed for certain rights,
option compensation provisions can be included in the grant of rights section in Exhibit
“A”]
B. Except as expressly set forth herein, Licensee shall not be required to make any payment
to any person or entity in connection with any use of the Master(s) hereunder. Notwithstanding
the foregoing, Licensee hereby agrees to obtain all appropriate licenses from the owner of the
compositions embodied in the Master(s) and to pay all fees with respect thereto. Licensee
further agrees to make any and all payments to musicians, vocalists and any other parties (other
than Artist) whose performances are included in the Master(s), if such payments are required
under the American Federation of Musicians Labor Agreement and/or any other applicable union
© Copyright 2010 Docstoc Inc. 2
or guild agreements in connection with the so-called "re-use" of the Master(s). Subject to
availability, Licensor shall promptly provide Licensee with all necessary information to enable
Licensee to make such payments, including without limitation the names, addresses, social
security numbers and union local numbers of such performers.
3. REPRESENTATIONS,WARRANTIES, INDEMNIFICATION, REMEDIES
A. Licensor hereby represents and warrants to Licensee that:
i. Licensor owns or controls one hundred percent of the all right and title (including
copyright and other rights) in and to the Master(s);
ii. Licensor has the right to enter into this Agreement, to grant to Licensee each and
every right granted to Licensee herein, and that Licensee’s exercise and use of such rights shall
not violate the rights of any third party, nor require the permission of any third party.
iii. Neither the Master(s), nor anything contained in the Master(s) shall infringe the
copyright, trademark or other rights of any third party.
iv. Licensor has obtained all necessary approvals and permissions required from the
Artist, as defined in Exhibit “A” hereto, or such other parties who said approvals and
permissions are required. Licensor further represents that Licensor shall make full payment to
Artist or any other such parties of any fees (other than union "re-use" fees), if applicable.
B. If any of the agreements, represen