Synchronization Licensing Agent/Representation Agreement
This Synchronization Licensing Agent/Representation Agreement is made on this date ("Effective Date"), by and between SyncPhonic Licensing, a division of Symphonic Distribution, LLC (hereinafter "Symphonic" or "Company" or “we” or “us”), and you (hereinafter “Client”) in regards to establishing SyncPhonic Licensing as Client’s synchronization (“sync”) licensing agent and is made with the following facts in mind:
A) Symphonic Distribution is actively engaging in the business of licensing musical compositions and sound recordings for use in any and all forms of media, including motion pictures, broadcast television and cable, film trailers, and all forms of visual media the right to secure non-exclusive licenses for the synchronization of the musical composition and master recording.
B) Client owns and/or controls the rights to license a catalog of musical compositions and sound recordings (hereinafter “Client’s Catalog,” referring to full catalog of Client) in all media.
C) Client desires to appoint Symphonic as its non-exclusive agent to obtain licenses for use of such portion of Client’s Catalog as Client and Symphonic may mutually agree upon, designate, and authorize (hereinafter “Your Authorized Content”) in all media.
D) “Your Authorized Content” refers to those works outlined in Exhibit A to this Agreement.
Therefore, Symphonic and Client agree as follows:
1. Grant of Rights: Client grants Symphonic Distribution the non-exclusive right to license, non-exclusively and worldwide, Your Authorized Content in all media on both the master recording side and the underlying composition side. Client grants Symphonic the non-exclusive right to:
a) Represent Your Authorized Content for purposes of licensing in any and all media, which includes the right to issue contracts, of any duration (including a perpetual duration), permitting third parties to synchronize, perform (including public performance), communicate to the public, display, reproduce, distribute, deliver, transmit and otherwise use Your Authorized Content in and/or in connection with any and all media, and by any means, now known or hereafter devised, including films, videos, television programs (including cable and digital cable), advertisements (including commercials), and games (including app-games, console games, and computer games). Contracts may include the privilege to edit the musical composition or recording arrangement in some way, but not to make a so-called “derivative work.”
b) Reproduce, distribute, communicate to the public, publicly display, and otherwise use, and authorize others to reproduce, distribute, communicate to the public, publicly display, and otherwise use visual elements of Your Authorized Content (such as album cover artwork, images, etc.) in connection with the licensing of Your Authorized Content and for promotional purposes;
c) Reproduce, distribute, communicate to the public, publicly display, and otherwise use, and authorize others to reproduce, distribute, publicly display, and otherwise use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers, and/or songwriters as well as track and/or album name in connection with the licensing of Your Authorized Content and for promotional purposes;
d) Authorize others to use, license, or to create so-called “instrumental only” versions (i.e. versions where the vocals have been removed) of Your Authorized Content, which versions will be deemed to be part of Your Authorized Content. Client understands that Licensee may request an instrumental version of Your Authorized Content and it is in the Client’s best interest to have such instrumental versions available to Symphonic;
e) Deliver securely to potential Licensees full-length gratis masters from Your Authorized Content (and any other materials authorized for use in this Agreement) for the purposes of potential Licensees and their affiliates previewing or “auditioning” Your Authorized Content for potential placement;
f) Exercise and authorize others to exercise those rights not expressly granted hereunder but which may be reasonably necessary or desirable for Symphonic Distribution or Symphonic Distribution Licensees to have in furtherance of the intended purpose of this Agreement.
Symphonic will not grant an exclusive license to use Your Authorized Content unless it has received Client’s prior authorization to do so.
2. Clearance & Your Authorized Content: Client will authorize a portion of tracks from Client’s Catalog for licensing purposes listed in Item 1 (Your Authorized Content) and such tracks will be designated “pre-cleared” (hereinafter “Pre-Cleared).
For Your Authorized Content delivered to Symphonic, Client pre-clears licensing for both the master (sound) recording and the underlying composition (the musical work embedded in the sound recording). Client fully guarantees that Client has obtained approval and permission from all interested parties in Your Authorized Content – both the master recording owners and the underlying composition owners, including any and all songwriters, co-songwriters, authors, co-authors, publishers, co-publishers, record labels, performing artists, copyright owners and co-owners, producers, engineers, and any other involved owner.
On a case-by-case basis, Client may designate certain tracks from Client’s Catalog as “on hold” (hereinafter “On Hold”), which hereinafter refers to tracks that are available for licensing but require approval from Client and/or Client’s affiliates once a licensing request is made. Masters that Client delivers to Symphonic will be automatically designated Pre-Cleared unless specifically designated as On Hold in the following way: Client will email to email@example.com a list of On Hold track names along with digital signature and include this text in the body of the email: “The following masters I designate as available for licensing and On Hold requiring approval from me before a license is acquired.” For the sake of clarity, “Your Authorized Content” hereinafter refers to tracks Client authorizes to Symphonic for licensing that are either Pre-Cleared or On Hold.
3. Representations & Warranties by You: Client will be responsible for obtaining and paying for any and all clearances and consents required throughout the world for the use and licensing of Your Authorized Content. Client represents and warrants that i) Client has the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Authorized Content, including master recording owners and owners of musical works embodied in Your Authorized Content (including all writers, co-writers, authors, co-authors, publishers, and co-publishers, record labels, performing artists, copyright owners and co-owners, producers, engineers, and any other involved owner), and that Client is authorized to provide a portion of Client’s Catalog (Your Authorized Content) to Symphonic for licensing purposes for the uses specified in this Agreement; ii) if Client is acting on behalf of artists, songwriters, bands, or any other interested parties, Client represents and warrants that Client is fully authorized to enter into this Agreement on behalf of such artists, songwriters, bands, or any other such interested parties and to grant all rights and assume and fulfill all of the obligations, covenants, representations and warranties set forth in this Agreement; iii) Client owns or controls all of the necessary rights in Your Authorized Content, including any samples, and if samples are used in Your Authorized Content, those samples are 100% legally cleared for usage in any way on both the master recording and underlying composition sides; if any samples in Your Authorized Content, Pre-Cleared or On Hold, have not been fully cleared for usage and licensing purposes, Client is fully responsible for any legal repercussions and ensuing damages costs of such a breach of intellectual copyright law and any other breach made; iv) the use and/or licensing of Your Authorized Content by Symphonic or Licensees will not infringe or violate the rights of any third party, including any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property rights; v) no rights in or to any of Your Authorized Content have been assigned or otherwise provided to any third party that obtained exclusive rights.
4. License Fees: The fee to be charged (the “License Fee”) for the license of the musical compositions and/or sound recordings in Your Authorized Content will be set by Symphonic Distribution in its sole discretion. A portion of tracks from Your Authorized Content may have a pre-determined, set License Fee, while others may be negotiated with Licensees, on a case-by-case basis.
5. Payment: Client shall be entitled to 50% of all net License Fees (where net License Fees equals master use fee plus underlying composition use fee).
If Client is a distribution client of Symphonic Distribution LLC, Client will be paid as follows:
If payment due to Client is below $1500, payment will be distributed along with Client’s normal quarterly distribution schedule.
If payment due to Client is at or above $1500, Client will be paid upon receipt of License Fees from Licensees.
If Client is not a distribution Client of Symphonic Distribution LLC, Client will be paid upon receipt of License Fees from Licensees.
Client signing this Agreement is responsible for and will timely pay any royalties or sums due to any record labels, artists, writers, authors, co-authors, publishers, copyright owners and co-owners, producers, engineers, and any other track royalty participants from the use of Your Authorized Content. This includes royalties due to any party as a result of samples included in the recordings and all payments that may be required under collective bargaining agreements applicable to Client and its affiliates.
6. Term & Cancellation Notice: The term of this Agreement commences on the Effective Date, and will continue indefinitely. If Client wishes to end representation by Symphonic as a non-exclusive sync agent, the Agreement may be cancelled by contacting firstname.lastname@example.org, with the subject line “SyncPhonic Licensing Representation Cancellation Notice.” If any licenses of Your Authorized Content have already been granted prior to cancellation, those licenses will remain in effect and valid. The licenses Symphonic grants may be in perpetuity for life worldwide or for such lesser term or territory as Symphonic decides in conjunction with Licensees. Where a license existing at time of cancellation requires ongoing payments, Symphonic will provide notice of cancellation to licensee. It is then the sole responsibility of Client to effectuate any transfer of payment or agreement directly with the licensee after cancellation with Symphonic.
7. Indemnification: Client hereby agrees to indemnify, hold harmless and defend Symphonic Distribution, its agents, officers and employees, against any and all claims or suits arising from, or alleging, a breach by Client of any of the representations, warranties or covenants made by Client herein, including intellectual property rights. Symphonic Distribution will promptly notify Client of any such claim or suit and, in addition to any other remedies available to Symphonic Distribution under the terms of this Agreement or the law, Symphonic Distribution may withhold all or any portion of the License Fees otherwise due to Client hereunder until such claim or suit has been fully resolved.
8. Amendment: Symphonic Distribution may amend this agreement from time to time. Symphonic will inform Client via a notice by email in such a case. In the event that you do not consent to the applicable amendments, your recourse will be to provide cancellation correspondence to Symphonic by the method articulated in item 6. If you do not provide cancellation notice you will be deemed to have accepted the applicable amendments.
9. Governing Law: Florida law will govern this agreement and all questions pertaining to its validity and construction will be determined in accordance with the laws of the State of Florida. The parties hereby grant to the U.S. District Court for the Middle District of Florida exclusive jurisdiction to hear any disputes arising out of or relating to this agreement. The fulfillment of Client's obligations is integral to the success of Symphonic's business dealings, and Symphonic will be entitled to injunctive relief to enforce the provisions. Injunctive relief will not, however, be Symphonic’s exclusive remedy in the event of such breach.
a) Licensee means any person or entity which is authorized to receive licenses by Symphonic pursuant to the rights granted to Symphonic in this Agreement.
b) Your Authorized Content means the sound recordings and the musical works embodied in such sound recordings, and any album related artwork, photos, and other material related to your sound recordings that you have provided to Symphonic that you elect to make available to Symphonic for licensing. Any such sound recordings and the musical works embodied therein, artwork, photos, and other materials must be owned or controlled by you and have been cleared by you for all purposes and rights granted and authorized under this Agreement. For the avoidance of doubt, Your Authorized Content embodies each sound recording and the musical works (i.e., the music and lyrics) embodied in each sound recording. See Exhibit A.
c) Include/Includes/Including: Wherever the words “include,” “includes,” or “including” are used in this Agreement, they will be deemed to be followed by the words but not limited to.
d) Underlying Composition: Refers to the musical composition embedded in a sound recording, i.e. music and lyrics.
e) Track: For the sake of clarity, “track” refers to both the sound recording and underlying composition for a given musical work.
f) One Stop: You authorize Symphonic Distribution, LLC and its licensing brand, Syncphonic the ability to approve all requests deemed appropriate for the benefit of revenue and exposure. By agreeing to this, you additionally agree to provide us any additional information we may need in order to secure licenses for any pitches made.