Limelight Productions, Inc. License Agreement
Limited Sound Recording Copyright License
This limited sound recording copyright license agreement ("Agreement") is entered into and effective on the Effective Date marked on the signature page hereof, by and between the signatories hereto, whose legal names are recited in the signature lines hereof and who are referred to hereinafter as "Licensee" and “Licensor”, or collectively as the Parties.
WHEREAS, the Licensor is in the business of making musical recordings, and is the owner and/or licensee of a third party and has of all legal rights worldwide in and to said recordings;
WHEREAS, the Licensee wishes to obtain from the Licensor a limited license to certain legal rights, arising under copyright, in certain work(s) enumerated herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:
(a) Limited Right. As used herein, the term “Limited Right” indicates that only explicitly recited rights are intended, and that non-recited rights shall not be inferred.
(b) Intended Purpose of the Work. As used herein the term “Intended Purpose of the Work” means use in connection with performing cheer routines at US Cheer events.
- Identification of Work. The Work(s) subject to this Agreement is/are that which is/are enumerated in Schedule A hereof by title and, if available, by copyright registration number, and/or by Licensor’s catalog number (hereinafter “the Work”, “the Works”, or “the Work(s)”).
- Grant. Licensor hereby grants to Licensee a non-exclusive license in the Work(s) specifically enumerated herein:
(a) for the Limited Right to publicly perform the Works at USA Cheer events, and for any and all personal and noncommercial uses for the period ending on the __31st day of May in the year 2019__, the Limited Right to publicly perform being non-assignable and non-sublicensable;
(b) for the assignable and sublicensable Limited Right to record the Work(s) in synchrony with any cheer or dance performance of the Licensee, and publicly perform the synchronized recording of the Work(s) including audio-visual transmissions (excluding television) thereof, in any and all media now known or hereafter devised, in perpetuity, throughout the world and without additional fees or royalties of any kind due to the Licensor in connection with said transmission; and
(c) for the assignable, but not sublicensable, Limited Right to reproduce up to 35 copies in total of the Work(s) or any portions thereof exclusively for distributing copies to Licensee’s teammates, or as reasonably required in connection with the Intended Purpose of the Work. It is understood and agreed that the total number of 35 copies recited herein includes the sum total of all copies made by the Licensee and any and all of the Licensee’s assignees.
- Limitations. Licensor retains all rights not explicitly granted herein including, without limitation, the right to prepare derivative works, rearrangements, remixes, or make alterations in the sequence or quality of sounds in an enumerated Work.
- Fees and Taxes.
(a) The licensed rights recited in paragraph three (3) hereof are granted free of charge except that Licensee may be charged a one-time fee for lease of physical media encoded with media files containing the licensed Works, and/or electronically transmitted media files containing the licensed work.
(b) Licensor shall be responsible for any and all payments due to music publishers, record labels, or any third parties in connection with the rights granted in this Agreement.
(c) In the event that any payment to Licensor by Licensee pursuant to this Agreement causes Licensor to become liable to pay any state local or foreign tax, including but not limited to sales tax and/or VAT tax, Licensee agrees to pay to Licensor the full amount of such tax together with the license fee payment to the extent that Licensor is permitted by law to pass through such tax to Licensee. Alternatively, Licensor may bill Licensee, and Licensee agrees to pay, for any such taxes that Licensor becomes aware of after receiving payment of any license fee pursuant to this Agreement to the extent that Licensor is permitted by law to pass through such tax to Licensee.
- Warranties of the Licensor. Licensor represents and warrants that:
(a) Licensor has full power and authority to enter into this Agreement and perform the services hereunder;
(b) Licensor’s performance of the services and grant of rights hereunder will not violate or conflict with the terms of any other agreement to which it may be bound;
(c) Licensor’s performance of the services, and Licensee’s uses of the Works enumerated herein will not infringe upon or violate any rights of any kind of any third party;
(d) Licensor is authorized to permit the Licensee to make up to 35 copies of the Work for the Licensee’s use in connection with the Intended Purpose of the Work;
(e) Licensor will defend, indemnify and hold Licensee, its employees, agents, attorneys, consultants, officers, directors, and assigns, as well as its parent companies, subsidiaries and affiliates harmless from and against any and all third party claims, suits, demands, liabilities, costs, judgments, penalties or expense (including reasonable attorney’s fees and court costs) that may be obtained against, imposed upon or suffered by any of them as a result of any breach of any such warranty or representation, arising from or in connection with any uses of the Works permitted herein or any material breach by Licensor of the terms and conditions of this Agreement.
- Attorneys’ Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to litigation, arbitration, or mediation to enforce this Agreement, the party prevailing in such matter shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs, arising from the matter, from the non-prevailing party regardless of whether a final judgment is entered. As used in this paragraph, the term prevail includes favorable results in arbitration, mediation, and/or settlement.
- Entire Agreement. This Agreement, contains the entire understanding and agreement between the Parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.
- Amendment. This Agreement may be amended only by a writing signed by both parties hereto.
- Severability. If any term, provision, covenant, warranty, or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
- Choice of Law. This Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by, the laws of the State of Ohio without regard to the principles of conflicts of laws.
IN WITNESS WHEREOF, the Parties manifest their assent to the terms of this Agreement by application of their signatures hereto.
**Creative and stylistic choices are at the discretion of the producer. In any case, we’ll always make musical decisions that are in the client’s best interest and ultimately sound AWESOME!
***If the desired scope of work is more than the customizations selected, FULL OUT will invoice you for 'add-ons' (if applicable).
THIS COPY IS FOR YOUR REFERENCE ONLY, NOT A LEGAL VERSION OF THE LICENSE FOR PRINT OR USE AT COMPETITION. YOU MUST OBTAIN A LEGAL, FULLY EXECUTED COPY WITH YOUR PURCHASE SENT DIRECTLY FROM PremadeCheerleadingMusic.com STAFF!