AUDIO SAMPLE LICENSE
AGREEMENT
XYZ RECORDING
COMPANY
9348
......... Center Drive
......... Hills, ......... 90210
Dated: As of
YYY, INC.
17835 Ventura Boulevard
Suite 310
........., .........
Gentlemen:
This
letter, when signed by you, or upon your use of any Sample, shall
constitute your agreement (the "Agreement") with XYZ Recording Company
("XYZ") on behalf of itself and the
applicable artist:
1. XYZ grants to you the non-exclusive right to use
for promotional
purposes only as described below up to thirty (30)
contiguous seconds of any
track of audio material provided to you from time to time by XYZ. Such
audio material is referred to as "Property,"
and the items of Property selected
by you for use hereunder are referred to as
"Samples."
2. You may use Samples only as follows: you may
disseminate, display and/or
perform Samples to third-party users of a site (a
"Site") on an "online"
database that is accessible to multiple users, such as
the Internet or the World
Wide Web (collectively, the "Net"). Your use
of Samples is also subject to any
restrictions of which we advise you at any time. You
will notify XYZ of the
Internet address of any Site on which you are using
Samples.
3. Your use of audio Samples requires the consent of
music publishers. You
hereby warrant that you will obtain all necessary
consents and indemnify
XYZ from any and all claims (including attorney's
fees) by third parties in
connection with your use of Samples.
4. Your right to use any Sample on a Site shall
commence as of the date hereof,
and shall terminate on December 31, 2001.
5. Whenever you disseminate, display and/or perform
any Sample on a Site, you
shall cause to be displayed on such site (i) the
appropriate copyright
information, including, without limitation, the name
of the artist's album and
record label, and (ii) the following notice:
"Any reproduction, publication, further distribution or public
exhibition of materials provided at this
site, in whole or in part, is
strictly prohibited."
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6. Except as may technically be required to adapt a
Sample for use on the Net,
you may not alter the Property, or any Sample, in any
manner whatsoever.
7. This Agreement sets forth the entire agreement of
the parties hereto
regarding the matters to which this Agreement relates,
and supersedes and
terminates any and all prior agreements and understandings
relating thereto.
XYZ shall have the right to equitable relief to
enforce this Agreement. You
may not transfer, assign or sub-license this Agreement
or the rights granted to
you hereunder. This Agreement may be executed in one
or more counterparts and by
facsimile signature, each of which shall be deemed an
original and all of which
together shall be deemed one Agreement.
Please
confirm your agreement to the foregoing by signing in the space
provided below. Please note that your use of the Samples shall constitute such
agreement and acceptance.
Very truly yours,
XYZ RECORDING COMPANY
By: /s/
---------------------------
Co-Chief Executive Officer
Accepted and Agreed:
YYY, INC.
By: /s/
-------------------------------------
President and
Chief Operating Officer
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