MUSIC SYNCHRONIZATION AGREEMENT
This Agreement is made and entered on this ___ day of ______, 20__
The Music Publisher (Name) (the “Publisher”) whose address is at
Film Company (Name) (“Company”) whose address is [ADDRESS].
W I T N E S S E T H
WHEREAS, Publisher is engaged in the direction and production of independent movies, specifically the independent movie titled (Name of the Movie) (the “Movie”), and Publisher seeks a synchronization agreement for the use of the composition embodied in (Name of the SONG) (the “Song”); and
WHEREAS, the Company wishes to form an agreement with Publisher for use of Song in the movie.
NOW, THEREFORE, the Parties agreed as follows:
- Grant of Synchronization Agreement.
Publisher grants to Company, the non-exclusive agreement, privilege and authority to copy, sell, perform, edit and/or loop portions of, record on film or video and use the musical composition embedded in the Song in synchronization or timed relation in the Movie during the Term throughout the world in any medium or form, whether now known or hereinafter created.
Publisher authorises Company to use or cause to be used the musical composition contained in the Song in conjunction with the Movie in any manner Company deems fit, including, but not limited to, the purpose of advertising and exploiting the Movie and the right to agreement, sell, and distribute the aforesaid musical composition in conjunction with Movie related events throughout the world and any medium or form, whether now known or hereinafter created.
Notwithstanding the foregoing, the musical compositions contained in the Song agreement pursuant to this agreement shall not be distributed or exploited separately or independently of the Movie by the Company, except in compilations that include the Movie, in advertising for the compilation, or in connection with the Movie itself.
The synchronization agreement is granted upon the express condition that the musical composition contained in the Song shall not be used to manufacture, sell, agreement, or exploit sound records or otherwise be used apart from the Movie by the Company.
Company shall have the right to publish, advertise, announce and use in any manner or medium, the name, biography and photographs or other likenesses of Publisher and Artist in connection with any exercise by Company of its rights hereunder.
Furthermore, Publisher grants to Publisher the perpetual but not exclusive right to use, and to agreement others to use reproductions of Publishers’ or Artist’s physical likeness and/or voice for the purpose of advertising and exploiting any work embodying the Movie and the right to use any of the rights herein granted for commercial advertising or publicity (including endorsements) in connection with any product, commodity or service manufactured, distributed or offered by Company in connection with the Movie.
All agreements and rights granted in this agreement shall commence on the Effective Date and extend for the duration of the Publisher’s copyright to the composition embodied in the Song. All agreements granted in this agreement are revocable.
In consideration for granting the foregoing synchronization agreement, as a agreement fee for all rights granted and agreementd pursuant to this Agreement, Company shall pay Publisher a flat fee of (AMOUNT)upon execution of this Agreement.
Both Publisher and Artist understand and expressly agree that they will receive no performance royalties, even if the composition in the Song is broadcast, made available online, or otherwise distributed in any manner within the conditions set forth above.
The additional publicity associated with having Publisher and Artist’s works broadcast, downloaded, or otherwise distributed is the only additional consideration to which they will be entitled separate and apart from the flat fee.
Company shall use best efforts to credit the Publisher and Artist, and include such credit in the final edited version of the Movie and in each case in which screen credits for music are included in the Movie. Subject to the foregoing, all other characteristics of such credit or any other credit shall be determined by Company in its sole discretion.
No casual or inadvertent failure by Company to comply with the credit requirements set forth above shall constitute a breach of this Agreement by Company.
- Representations and Warranties.
Publisher represents and warrants that:
(i) Publisher is the Artist or legally represents the Artist;
(ii) Publisher has the full right and authority to enter into this Agreement;
(iii) Publisher exclusively owns or controls all copyright in and to the composition embodied in the Song or controls all other rights necessary to enter into and to fully perform this Agreement,
(iv) Company’s use of the Song and the inclusion of the same in the Movie will not violate any rights of any kind or nature whatsoever, including but not limited to, copyright, trademark, patent or other intellectual property rights, of any person, firm, corporation, association, society or other entity;
(v) in the case that Publisher has obtained third party consents, Publisher will obtain in writing all requisite consents and permissions of labour organizations, the copyright owners, and the Artist (if applicable) whose lyrics or notes are embodied in the Song and that the Publisher will pay all re-use payments, fees, royalties and other sums required to be paid for such consents and permission, in connection with Publisher’s use of the Song.
(a) Limitations of Agreement. The relationship of Company and Publisher hereunder is limited to the respective rights and obligations of the Parties specifically provided herein. Notwithstanding any provision of this Agreement to the contrary, nothing herein shall be construed to create a partnership or joint venture between the parties, to authorize either party to act as agent for the other, to permit either party to undertake any agreement for the other, or to use the name or identifying mark of the other, all except as it is specifically provided herein. Neither party shall be construed for any purpose to be an employee subject to the control and direction of the other.
(b) Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Company and Publisher. Provided, however, that Company and/or any parties Company selects as Company’s, partners, assignees or otherwise gives permission are authorized by Publisher to utilize the Song in accordance with the terms of the agreements granted herein and on an unlimited basis and without the payment of any fee to the Publisher. Neither party shall assign any rights nor obligations under this Agreement without the express written authorization of the other party.
(c) Notices. Any notice, request, demand, approval or other communication which is required or permitted to be given hereunder shall be in writing and shall be deemed given if delivered personally or sent by telegram or telecopy (with transmission confirmed) or by certified or registered mail, return receipts required with postage prepaid.
(d) Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable.
(e) Amendments. No amendments modifications or waivers to this Agreement shall be valid unless in writing and signed by all parties to the Agreement.
(f) Entire Agreement. This Agreement constitutes the entire agreement between Company and Publisher with respect to the services provided hereunder. This Agreement supersedes all prior agreements, proposals, representations, statements or understandings, whether written or oral, concerning the services or the rights and obligations relating to those services. This Agreement shall not be contradicted, explained or supplemented by any written or oral statements, proposals, representations, advertisements or service descriptions not expressly set forth in this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date mentioned at the beginning.