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0:00/3:34
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"What U Thought" 3:240:00/3:24
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The Heaven'z 3:440:00/3:44
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Immortal 3:150:00/3:15
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Monster 3:150:00/3:15
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Bloody Moon 3:440:00/3:44
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Cosmic Storm 3:210:00/3:21
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Runn'n 3:420:00/3:42
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HellCat 2:440:00/2:44
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Club'n 3:580:00/3:58
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Twisted 3:280:00/3:28
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Tapped In 3:290:00/3:29
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The BluePrint 3:420:00/3:42
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Shots Fired! 2:540:00/2:54
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The Gamer 2:570:00/2:57
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R u There? 4:070:00/4:07
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Mimic 2:530:00/2:53
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Midnight Breeze 3:570:00/3:57
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Get Wit It 3:170:00/3:17
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Feel Da Beat 3:040:00/3:04
NON-EXCLUSIVE LEASING CONTRACT (PREVIEW ONLY)
PRODUCER OF TRACKS LICENSE AGREEMENT (NON-EXCLUSIVE) - CONTRACT PREVIEW ONLY -
The following shall constitute an Agreement ("Agreement") on this the PREVIEW ONLY day of PREVIEW ONLY, 2023 (the “Effective Date”) between PREVIEW ONLY ("Licensee") and StormTraK (“Producer" or\and “StormTraKz Music Productions, LLC”). For good and valuable consideration, the parties enter into this Agreement under the terms as follows:
1. LICENSE: Producer is the producer and owner of the instrumental Musical Track titled “PREVIEW ONLY” embodying the Music which was composed by Producer. Producer under this Agreement hereby grants to Licensee a non-exclusive license to use the Musical Track and Music for the purpose of adding lyrics to the existing Music and creating a Musical Composition (“Song”) to be embodied in a New Recording being recorded by the recording artist or Licensee for the specific use of distributing, exploiting and selling audio products (“Audio Products”) embodying the New Recording.
2. RIGHTS GRANTED: Producer hereby grants to Licensee the following right subject to the following:
a. The right to manufacture, distribute, sell, advertise, publicly perform and broadcast on a non-exclusive basis, Audio Products containing the Musical Track licensed hereunder.
b. The right to add lyrics to the existing Music embodied in the Musical Track and create a Song to be co-owned between Producer and the writer(s) of the lyrics. Licensee shall have the right to record the Song and create a New Recording embodying the Song and the Musical Track including but not limited to adding musical instrumentation or vocal recordings. However, Licensee shall not have the right to alter, change or remix the Musical Track, or arrange the Music other than as is embodied in the Musical Track without Producer's written approval.
c. The right to use the name, approved likeness and approved biography of the Producer in connection with the advertising, publicizing, sale or exploitation of Audio Products manufactured, distributed, sold and/or exploited.
d. Licensee understands and acknowledges that Licensee is only granted a non-exclusive right to use the Musical Track and Music and that Producer has the right to license the Musical Track and Music to other third parties on a non-exclusive basis for the creation of derivative works.
e. Any rights not specifically granted and set forth in this License are hereby reserved by the Producer.
3. DELIVERY OF THE BEAT\TRAKZ: Upon receipt of payment by Licensee, StormTraK shall deliver to Licensee a fully mixed and equalized Musical Track embodying the Music, in an acceptable audio format MP3 for incorporating into a New Recording for use in an Audio Product.
a. Licensor agrees to deliver the Beat as a high-quality MP3, as such terms are understood in the music industry.
b. Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee and after signing the agreement in a 2-email, 3-step process. Licensee will receive the Beat\TraKz without the “voice tags”via email, to the email address Licensee provided to Licensor.
c. Term: The Term of this Agreement shall be five (5) years and this license shall expire on the five (5) year anniversary of the Effective Date.
4. COMPENSATION: Licensee shall pay Producer for the license of the Musical Track listed in this Agreement as follows:
a. Licensing Fee: Licensee shall pay Producer or StormTraKz Music Productions, LLC, the amount of “Dollar Amount” ($##.##) for the rights granted in this Agreement.
b. In addition to the Fee set forth herein, Producer shall also receive a royalty for exploitations of the Musical Track (“Royalty”) for exploitations of the New Recording, including Audio Products, as follows:
i. Audio Products: Licensee shall pay Producer an amount equal to five percent (5%) of the Net Receipts paid to and received by Licensee for the sales of Audio Products. Producer’s Royalty for sales of copies of Audio Products shall be multiplied by a fraction, the numerator of which shall be the number of Musical Tracks produced by Producer appearing on any Audio Product (e.g. album format) and the denominator of which shall be the total the number of all Royalty bearing masters appearing on the Audio Product.
ii. On Demand Usages: Licensee shall pay to Producer twelve point five percent (12.5%) of the Net Receipts payable to Artist for On-Demand Usages (e.g. Spotify) of interactive sound recording performance royalties.
iii. Non-Interactive Sound Recording Performance Royalties: Producer shall be entitled to receive twenty five percent (25%) of the amounts payable to Licensee for non-interactive sound recording performance royalties paid to the Artist by Artist’s sound recording performance royalty organization (e.g SoundExchange) (“Sound Recording PRO”). Artist shall instruct the Sound Recording PRO, to pay Producer the percentage, set forth in this subparagraph, of the royalties otherwise payable to Artist. Artist shall execute a letter of direction and file it with the Sound Recording PRO within thirty (30) days of Delivery of the Musical Track by Producer. The license conferred by Producer to Licensee to the Musical Track licensed under this Agreement shall not be valid until the letter of direction is filed with the Sound Recording PRO and a copy of which is provided to Producer.
iv. All Other Exploitations (“Other Exploitations”): Producer shall be entitled to receive twelve point five percent (12.5%) of the Net Receipts payable to Artist for all other exploitations of a New Recording now known or created in the future including but not limited to exploitations of a so-called Music Video.
v. Producer’s Royalty shall be multiplied by a fraction, the numerator of which shall be one (1) and the denominator of which shall be the number of other producers whose performances are embodied on a New Recording.
vi. For all royalties paid to and received by Artist directly from third parties, Licensee shall account to and pay Producer such percentages. If at the time of the execution of this Agreement Artist is in, or later enters into, an agreement with a record company or other third party (“Record Company”) that will release Audio Products embodying the Musical Track recorded by Producer under this Agreement, then instead of the royalty percentages listed in 4. b. i., ii., iii., and iv, the royalty percentage shall be twenty five percent (25%) of any royalties payable by Record Company to Artist. In the event Record Company does not pay Producer directly, Licensee shall still be obligated to pay Producer all Royalties payable hereunder.
5. RIGHTS IN MUSICAL TRACK RECORDING: Each Musical Track licensed under this Agreement shall be owned by Producer and remain the intellectual property of Producer. Producer shall have the exclusive right to claim ownership of and register the copyright to the Musical Track in Producer’s name as the author of the Musical Track and to secure any renewals and extensions of such copyright throughout the world. While the copyright to any New Recording created by Licensee shall be owned by Licensee, such copyright to the New Recording shall be considered a derivative work of the original Musical Track and shall be registered by Licensee with the U.S Copyright Office as a derivative work subject to Producer’s rights hereunder. The title of the Musical Track listed herein shall be considered the original work for copyright registration. Licensee, nor it’s licensees, shall have the right to claim any ownership or intellectual property rights, to any master recording created by any other third-party that uses Producer’s Musical Track by way of a valid license from Producer. Additionally, Licensee shall not have the right to make a claim for copyright infringement against any third-party where the basis of the infringement claim is any element of the Musical Track created and owned by the Producer.
6. RIGHTS TO MUSICAL COMPOSITION: Producer shall be considered the author of, and credited with, one hundred percent (100%) of the Music recorded on the Musical Track licensed hereunder which are written or composed by Producer. Consequently, the Producer shall be entitled to fifty percent (50%) ownership to the Song with the author(s) of the lyrics being entitled to the remaining fifty percent (50%) of the Song. Producer as the sole writer of the Music shall have the right to prepare and register the copyright for the Music produced under this Agreement. Licensee shall have the right to give the Song a new title and register the Song for copyright, providing the Producer the copyright credit as the writer of the Music as a co-author to the Song. Producer shall have sole administration rights to the Music in the Song created under this Agreement. Licensee shall notify Producer in writing of the title to the Song and the release date, within seven (7) days after the date the Song is commercially released in any manner, including but not limited to the New Recording of the Song being released as a so-called “stream” on a digital music service or for sale as an Audio Product, or any other format now known or created in the future. Producer shall have no right to administer the rights in the lyrics to the Song. Neither party may license the entire Song without the express written permission of the other party. However, either party may license their respective separate copyrights without the consent of the other. The parties shall receive each of their performance royalties directly from their respective performance rights society. Licensee, nor their licensees, shall have the right to claim any ownership or intellectual property rights, to any musical composition created by any third-party using Producer’s Music under a valid license from Producer. Further, Licensee shall not have the right to make a claim for copyright infringement against any third-party where the basis of the infringement claim is any element of the Music created and owned by the Producer.
7. MECHANICAL LICENSING AND ROYALTIES (For Use Of The Music): The Music or any other elements of the Musical Composition or material embodied in the Musical Track, recorded pursuant to this Agreement, which are written or composed, in whole or in part, or owned or controlled directly or indirectly by Producer, are considered a Controlled Composition owned by Producer, and shall be and are hereby perpetually licensed to Licensee for the United States and Canada. In addition to the Royalties set forth herein, Producer, as the owner of the Music, shall be paid Producer’s share of the mechanical royalty payable to a songwriter at a royalty per selection equal to the minimum mechanical statutory per selection rate (with regard to playing time) effective on the date of initial U.S. commercial release of an Audio Product concerned hereinafter sometimes to be referred to as the "Per Selection Rate." Notwithstanding the foregoing, with respect to foreign sales, the royalty per selection shall be equal to the minimum statutory mechanical royalty rate as established by the mechanical rights society having jurisdiction over the territory in which Audio Products are manufactured. Additionally, Producer grants to Licensee a synchronization license for use of the Controlled Composition in a promotional Music Video (so-called “music video) for no additional fee, except that Producer shall receive Producer’s pro-rata share for any Net Royalties payable to Artist hereunder for “Other Exploitations” set forth in this Agreement. Fees and Recording Costs hereunder shall not be recouped from mechanical royalties payable hereunder.
8. ACCOUNTING: Licensee shall account to Producer for Royalties owned hereunder, on a semi-annual basis and pay Royalties to Producer, if any, within thirty (30) days of the end of each semi-annual period beginning December 31 and June 30. Licensee shall send such accounting with payment, if any, to Producer at Producer's address listed below. In the event Producer's address changes, Licensee shall have no obligation to send the accounting and royalty payment to any other address until Producer shall give to Licensee in writing such new address. Licensee shall maintain books of account concerning the sale of Audio Products hereunder. Producer, or a certified public accountant, on Producer’s behalf, may, at Producer's sole expense, examine Licensee's books relating to the sale of Audio Products hereunder solely for the purpose of verifying the accuracy thereof, only during our normal business hours and upon seven (7) business days written notice. Licensee's books relating to any royalty statement may be examined as aforesaid within three (3) years after the date rendered.
9. NAMES & LIKENESS: Licensee shall have the worldwide right in perpetuity to use and to permit others to use Producer's name, (both legal and professional, and whether presently or hereafter used by the Producer), likeness, other identification, and biographical material concerning the Producer for purposes of trade and otherwise without restriction in connection with the Musical Track recorded hereunder, the Audio Products derived therefrom.
10. CREDIT: Licensee shall give Producer appropriate production and songwriting credit on all Audio Products that embodies the Musical Track where applicable including but not limited to all cover liner notes. Producer shall be provided a credit in the metadata of a New Recording embodying the Musical Track. Such credit shall be in substantial form: "Musical Track Produced by StormTraK”. Appropriate credit as a songwriter and author of the Music showing Producer’s performance right society affiliation shall be given to Producer as follows: “Music by StormTraK (ASCAP/BMI/SESAC)”. Licensee shall provide the Producer with a copy of the completed Audio Product prior to but not later than ten (10) days after the commercial release of the New Recording in any format. If Licensee fails to comply with this clause, Producer shall give Licensee written notice to comply within thirty (30) days of the written notice to Licensee. If after written notice, Licensee fails to provide Producer with a copy of an Audio Product embodying the Musical Track or provide the appropriate credit, Producer may declare Licensee in breach of this Agreement and Producer has the right to automatically revoke the licenses herein and terminate this Agreement and all rights granted herein.
11. DEFINITIONS:
"Audio Product" shall mean and include without limitation all forms of recording and record reproduction by which sound may be fixed, embodied, or recorded by any method now known or later developed, for any public or commercial uses that embodies the New Recording embodying the Musical Track, including but not limited to magnetic recording tapes, compact discs, digital formats, Digital Formats, Electronic Transmissions, laser discs, electronic video tapes or recordings, and any other medium or device now known or later developed.
"Controlled Composition” shall mean the Music, or other material, recorded in the Musical Track which are written or composed, in whole or in part, or owned or controlled directly or indirectly by the Producer.
"Digital Format" shall mean the format of the New Recordings other than a physical configuration typically created in a computer file format (e.g. MP3, WAV, etc. ) that are distributed or delivered to consumers by Electronic Transmission.
"Electronic Transmissions" shall mean the transmission and distribution to the consumer, other than the distribution of physical Audio Products to consumers, whether of sound alone, sound coupled with an image or sound coupled with data, in any form including but not limited to the downloading or other conveyance of Artist's performance embodied in the New Recording appearing on an Audio Product , Digital Formats or audiovisual recordings recorded hereunder by telephone, satellite, cable, direct transmission over wire or through the air, and on-line computers whether a direct or indirect charge is made to receive the transmission.
“Expenses” shall mean any expenses incurred as a recording cost to record the New Recording, including the Licensing Fee paid under this Agreement. Expenses as a recording cost shall include but be limited to actual recording costs, studio or equipment rental costs, payments to artists, musicians, producers, engineers including any union pension and welfare funds, editing costs, distribution fees incurred and not deducted, licensing fees incurred and not deducted, customary artwork, taxes incurred and not deducted, mechanical royalties payable to third parties or payable to Producer hereunder, manufacturing, packaging charges, fees associated with filing copyright to the New Recording or Song.
“Music” shall mean the music and/or melodies being part of a Musical Composition.
“Musical Composition (“Song”)” shall mean any single musical composition (lyrics and music), irrespective of length, including all spoken words and bridging passages and a medley created using the Music.
“Musical Track” shall mean every recording of sound, whether or not coupled with a visual image, created by Producer under this Agreement, by any method and on any substance or material, whether now or hereafter known, used or useful in the recording or production of a New Recording.
“Music Video" shall mean an audiovisual work embodying a New Recording.
"Net Receipts" shall mean gross amount of money from all sources paid to and received by Licensee from sales, exploitations or licenses of the New Recording or Audio Products after deducting any Expenses.
"New Recording" shall mean every recording of sound, whether or not coupled with a visual image, by any method and on any substance or material, whether now or hereafter known, which is created using the Musical Track.
12. WARRANTIES AND INDEMNITY: Producer hereby warrants that the Music and the Musical Track shall be entirely the property of Producer, free of any claims whatsoever by Producer or any person deriving any rights or interest from Producer. Producer warrants it is the sole owner of the Music and recorded performances on the Musical Track licensed hereunder, and/or has been granted all rights associated with the recording of the Music embodied in the Musical Track licensed hereunder and hereby has the right to grant the terms of this Agreement. The Music and performances embodied in the Musical Track, and any use thereof by Licensee or its grantees, licensees, or assigns, will not violate or infringe upon the rights of any third party. Licensee warrants it shall be the sole owner of the performances on the New Recording and/ has been or will be granted all rights associated with elements embodied on the New Recording and that no recorded performance which appears on the New Recording with the Musical Track created or owned by Licensee will infringe on the rights of any third party. The lyrics added to the Music to create the Song and performances embodied in the New Recording, will not violate or infringe upon the rights of any third party. The parties agree to indemnify and hold harmless each other, their officers, agents, employees, attorneys and assignees, from and against any and all claims, damages, liabilities, costs and expenses including but not limited to attorney's fees, arising out of any breach of any representation, warranty, term or agreement made or to be performed by this Agreement.
13. Breach by Licensee:
a. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer's authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee's failure to cure the alleged breach within five (5) business days shall result in Licensee's default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee's rights hereunder.
b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.
c. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee' obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.
14. Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:
a. The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;
b. The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.
c. Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.
d. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.
15. ENTIRE AGREEMENT: This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. No modification, amendment, waiver, termination, or discharge of this Agreement shall be binding upon either party unless confirmed by a written instrument signed by either party or their agent.
16. ASSIGNMENT: Licensee has the right to assign this Agreement or any of Licensee’s rights hereunder or to delegate Licensee’s obligations hereunder or any part thereof to any third party. Producer's rights and obligations hereunder are personal and non-delegable.
17. ACKNOWLEDGEMENT: YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement. You also agree that you are over the legal age of 18 years old or, accompanied by an adult or legal guardian when signing this document and making any purchases\transactions on StormTraKz.com.
17. JURISDICTION: This agreement shall be construed in accordance with the laws of the State of Arizona. Any dispute arising under this Agreement shall be filed in a court in Maricopa, County, United States. The parties agree to mediate the terms of any dispute of this Agreement prior to filing a lawsuit in accordance with the rules of the American Arbitration Association.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Licensee:
By: PREVIEW ONLY Name Required Date: PREVIEW ONLY
PREVIEW ONLY Print/Type Name Required
e-Printed Name and Title
Email Address: PREVIEW ONLY
Licensor:
Producer or StormTraKz Music Productions, LLC:
By: StormTraK Date: PREVIEW ONLY
Music Producer
Printed Name and Title