Sonic Audio Source

NON-EXCLUSIVE CONTENT LICENSE AGREEMENT

FROM: Sonic Eye Media Ltd whose registered address is 35 Avenue Rd Dublin 8 Ireland and whose company registration number is 413315 (“sas”, “us” and/or “we”);

TO: [name of content provider] of [address of content provider] (“you” and/or “your”)

DATE: [ ] 200X.

We refer to the recent discussions between us to confirm the terms of our agreement as follows:

1. In this Agreement the following terms shall have the following meanings:
- “the Catalogue” means your catalogue (including all master recordings (“Master Recording(s)”) comprised therein) including without limitation the specific Master Recordings set out in Schedule A hereto and all artwork and other creative content produced by you in connection therewith and all additions created to it by you or on your behalf and/or owned or controlled by you during the Term, but subject always to the provisions of clause 6 below.
- “the Commencement Date” means the date of signature of this Agreement
- “the Licensed Content” means all digital content delivered to us and/or created by us in accordance with the provisions of clause 6 below and based on the Catalogue and Master Recordings including without limitation all so-called “Monophonic and Polyphonic Ringtones”, videos and video clips, Wallpapers, text files, artworks, logos, graphics, MMS Backgrounds, downloadable text files, so called “Trutones” or “Realtones”, Ringback tones, MP3 files, and other audio files and all other digital formatted tracks and other future formats whether now known or hereinafter invented suitable for delivery to mobile handsets/devices and/or personal computers and/or other computer based access and delivery systems.
- “the Licensed Right” means the non-exclusive right during the Term and during any Minimum Exploitation Periods (as hereinafter defined) to sell and make available for a fee the Licensed Content by means of the Website..
- "Net Receipts" means all sums paid to and actually received by us in respect of the permitted exploitation and sale of your Licensed Content hereunder (excluding VAT and sales and/or withholding taxes) and after the deduction of all third party costs (including payment provider costs deductions fees and charges) and after the further deduction of any and all payments or royalties payable to all so called “mechanical rights” or underlying rights-holders (to the extent the same have not already been paid or whose payment is the sole responsibility of you or any third party licensee or service provider we may use hereunder). Such deductible payments and costs will be calculated and allocated on a pro rata basis where incurred in respect of the so called “bundling” of Licensed Content with other digital content which is not the subject of this Agreement.
- “the Term” shall mean the period commencing on the Commencement Date and continuing thereafter subject to earlier termination by either party on no less than (three 3 ( months) ) written notice to the other.
- “the Website” means the website [ www.sonicaudiosource.com ] operated and/or controlled by us or such other branded or related website as we may from time to time operate in our discretion.

2.
- For the consideration provided below and for other good and valuable consideration you hereby grant to us the Licensed Right during the Term and during all Minimum Exploitation Periods (as defined hereafter), including without limitation the non-exclusive right to select the excerpt to be utilised, to convert the same into computer readable music video or other media files and the right to make the same accessible via the so-called “Internet”, including without limitation the Website, or via any other access provider owned controlled promoted marketed and/or managed by us or our licensees. will use all reasonable efforts to protect the copyrights licensed to it hereunder.
- Any website used by us and/or our licensees for marketing and promoting the Licensed Content will incorporate such copyright credits notices and information relating to the Licensed Content as may be customary and as may reasonably be required by you and provided you have supplied such information to us in reasonable time in advance and in writing.
- You hereby grant (sas) the right to use clips and excerpts of the Licensed Content for promotional purposes only on any URL owned, controlled, promoted, marketed and/or managed by us or our licensees, including without limitation the Website, and for such other reasonable promotional purposes in all media throughout the world as will enable us to fully exploit the rights granted to us hereunder.
- In respect of Licensed Content incorporating musical performances, we shall not be required to secure a performing rights licence with respect to such content or the musical compositions reproduced thereon unless required by law or industry collective bargaining agreement. We and our licensees and assignees shall be under no liability to make any payment to or on behalf of you or to any union in respect of any of your (or your Artists’) performances contained in the Licensed Content, provided however that nothing herein shall be construed as to prevent you from claiming any entitlement you may have to receive performance income earned in respect of the Licensed Content through recognised collecting societies.
- You further grant to us the non-exclusive right to use and reproduce whether on the Website or otherwise your trade mark (if any) and logo (and/or the trade mark(s) and logo(s) of any other label(s) owned or controlled by you or by any parent, associated or related corporation of yours) for the purposes of advertising promoting and exploiting the rights granted to us hereunder.
- In respect of specific Licensed Content delivered by you to us hereunder, we shall continue to have the right for a minimum period of twelve (12) months from the date (on a case by case basis) of such delivery (“the Minimum Exploitation Period”) in which to exploit the Licensed Right, notwithstanding that the Term might expire earlier than the Minimum Exploitation Period.
- We shall be under no obligation to exercise any or all of the rights granted to us hereunder and any such failure or failures to so exercise such rights shall not constitute a breach of this Agreement whatsoever.

3.
- We shall pay to you in accordance with the provisions of clause 3 (b) below as totally inclusive remuneration for the rights granted and licensed to us hereunder (and fully inclusive of all sums due to all artists, performers writers musicians producers mixers re-mixers graphic-artists or designers and/or any other participants involved in the making or creation of the Licensed Content (collectively (“Artists”)) fifty per cent (80%) of our Net Receipts directly attributable by title to the sale and exploitation of the Licensed Content hereunder. Notwithstanding the foregoing, we or our licensees shall be responsible for the payment of all so called “mechanical rights payments” due in respect of the exploitation of the Licensed Right by us in accordance with the terms hereof.
- Accounting periods hereunder will be monthly and we shall within thirty (30) days after each such period render to you a statement showing in reasonable detail the extent of exploitation by us of the Licensed Content hereunder. Payment will be issued on receipt of an official invoice (including VAT if appropriate) provided that such payment amounts to at least twenty pounds (£20.00) in aggregate, failing which such payment will be carried forward to the next monthly accounting date at which the aggregate sum due to you amounts to at least twenty pounds (£20.00).
- You will have the right on not less than twenty eight (28) days’ prior written notice and at your sole cost and expense and not more than once per year to have an independent accountant audit and inspect our books of account insofar as they relate to the exploitation by us of the Licensed Right. Any statement that is not audited and objected to in writing with a detailed statement of the basis for such objection within 24 months after being rendered will be deemed conclusive and binding upon you . Such audit shall occur during normal business hours. Such audits shall be conducted by independent auditors not engaged on a contingency fee basis who have executed our standard confidentiality/non-disclosure agreement and we shall be provided with a copy of the auditor’s report.
4.

5.
- that you are fully entitled to enter into this Agreement and to grant to us the rights herein contained and that you will do nothing to detract from our rights under this Agreement and that you have not entered into any other agreement or arrangement which conflicts or otherwise interferes with the rights granted to us hereunder;
- that you have paid in full all so-called ‘recording costs’ or other origination costs in respect of the Licensed Content and that there exist no liens charges or other encumbrances capable of interfering with the lawful exercise of our rights hereunder;
- that all consents and permissions required from the Artists and any other third parties (including underlying rights holders in any compositions contained within the Licensed Content) have been obtained and granted to you without restriction in respect of our exploitation of our rights hereunder, including, without limitation, full waivers of all moral rights and all performers’ property and paternity and integrity rights under the Copyright Design and Patents Act 1988 (as modified or amended or superseded) and (where applicable) any costs and fees and royalties payable in connection therewith have been fully paid for by you (but for the avoidance of doubt excluding so called “mechanical” publishing payments, which shall be our or our licensee’s responsibility) and that you will solely satisfy all third party claims for payment in respect of our exploitation of the Licensed Right out of your share of Net Receipts due to you hereunder, or otherwise;
6.
- All relevant information relating thereto including without limitation the correct titles of the songs (in respect of musical content) or works, catalogue numbers, release dates and release territories;
- full name of authors and (if applicable) name of publisher together with the names of all contributors and participants involved in the creation of the Licensed Content;
- such approved biographical material, artwork and photographs as may be available;
- sales notes for the Licensed Content including without limitation press reviews, DJ support, radio play and third party licensing details where available;
- in respect of musical content delivered hereunder, full details of collection agent registration for each composition inherent in the Licensed Content;
- All other necessary material in respect of Licensed Content that we may require from you from time to time including without limitation technical quality masters and/or original artworks and/or manuscripts and/or videos as appropriate.
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If this is your understanding of the agreement today reached between us would you kindly so indicate by signing and returning to us the attached copy of this letter or sending us an email indicating that you are accepting these terms and conditions . .

SCHEDULE A

Specific Master Recordings

Artist

Title

Your Cat. No (if applicable).

Label

Yours truly

.................………………………….
by an authorised signatory for and on behalf of
COMPANY NAME

PRINT………………………..
DATE:…………………..

Accepted and agreed:

…………………………………....................…….
LICENSOR
PRINT………………………..
DATE:……………………….