Basic License Contract Agreement

NON-EXCLUSIVE LICENSE AGREEMENT

Thank you for licensing a beat from Zed Be El Esse AKA beatsbyzed; 

I appreciate the business and wish you success with your endeavours. 

This is a legal document granting you the rights to use the beat(s) (hereinafter referred to as the “Composition(s)”) chosen below (see bottom of Agreement). 

Please fill out, sign and keep for your own records. Note that this Agreement is only valid when accompanied by a valid purchase receipt.

This Non-Exclusive License Agreement (hereinafter “Non-Exclusive License” or “Agreement” or “License”) is made on:

__________________________________ (“Effective Date”)

By and between:
__________________________________ (hereinafter “Licensee”)

and Zed Be El Esse (hereinafter “Licensor”).
The Licensee and Licensor have agreed to the following terms:

  1. Master Use. Licensor grants to Licensee a Non-Exclusive License to use Composition(s) partly or substantially in its/their form for the purpose of recording vocal synchronization (“Master Recording”).

  2. Mechanical Rights. Licensor grants to Licensee a Non-Exclusive License to use Master Recording in the reproduction, duplication, manufacture, and profitable distribution of phonograph records, cassette tapes, compact disks, other and miscellaneous audio and digital recordings, and any versions thereof (collectively, the “Recordings”) worldwide for the pressing and digital distribution of unlimited copies of such Recordings or any combination of such Recordings. License includes rights for unlimited monetized audio streams on sites such as Spotify, Apple Music, SoundCloud or similar streaming platforms. Additionally, Licensee shall be permitted to distribute unlimited free internet downloads or streams for non-monetized/non-profitable purposes. Master Recording may not be added to digital audio fingerprinting services such as YouTube Content ID or similar blanket monetization services by TuneCore, CDBaby and others as this would require full ownership of the Composition(s).

  3. Performance Rights. License includes performance rights to use the Master Recording for paid performances in live shows and concerts and profitable performance purposes are permitted.

  4. Broadcast Rights. License includes broadcast rights to use the Master Recording for broadcast on radio stations.

  5. Synchronization Rights. License does not include commercial synchronization rights to use the Master Recording for YouTube and other audio-visual usage such as TV, Film or video games. A separate license is required to obtain synchronization rights. Only the non-monetized/non-profitable distribution of a music video on sites such as YouTube is permitted.

  6. Credit. Licensee shall acknowledge the original authorship of Composition(s) appropriately and reasonably in all media and performance formats by acknowledging the relevant author in writing where possible and vocally otherwise. Additionally, Licensee shall acknowledge the original name(s) of Composition(s) in

written credits where possible, including but not limited to album liner notes, YouTube video descriptions, blog posts etc.

 e.g. Nipsey Hussle Type Beat – ‘Diamond’ [prod.beatsbyzed]

7. Registration. Where a project is commercially released and registered with a performance rights organization (such as BMI, ASCAP, SESAC, GEMA or PRS For Music), Daniel Laverton with PRS Membership no. (CAE/IPI) 1053267379 shall be acknowledged as a Songwriter for the purpose of writer’s share royalty collection, with equal shares, for example 50% for 2 Songwriters or 33.33% for 3 Songwriters. Additionally, NO SHOES ENTERTAINMENT shall be acknowledged as Publisher for the purpose of publisher’s share royalty collection, with a fixed 50% of shares.

  1. Consideration. In consideration for the rights granted hereunder, Licensee shall pay Licensor a sum outlined below (see bottom of Agreement).

  2. Accounting. Payment for License is non-refundable. If Licensee fails to account to Licensor, timely and complete the payments provided for hereunder, including having insufficient bank balance or filing bank chargeback, Licensor shall have the right to terminate License upon written notice to Licensee. Such termination shall render the recording, manufacture and/or distribution of Recordings for which monies have not been paid subject to and actionable as infringements under applicable law, including, without limitation, the United States Copyright Act. Licensee must make reasonable efforts to maintain an accounting of all sales, including but not limited to any commercial distribution, both digital and physical. Licensee and its agents will, upon reasonable request by Licensor make such accounting available for inspection by Licensor or its authorized representatives, who will have the right to take copies of or extracts from any records kept pursuant to this Agreement. The costs of the audit will be borne by Licensor, unless the underpayment exceeds five percent (5%), in which event Licensee will bear the costs of such audit.

  3. Indemnification. Licensee hereby agrees to indemnify, defend, and hold harmless Licensor and its officers, agents, and affiliates from and against any and all third party claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by, or imposed or asserted against, Licensor arising out of or relating to (i) the violation of any copyright or proprietary right of any third party; (ii) Licensee’s unauthorized use of the Composition; and (iii) any losses arising as a result of the acts, omissions or negligence of Licensee, its officers, its directors and its representatives.

  4. Exclusive License Option. In the event that an Exclusive License is sold for Composition(s) outlined in this Non-Exclusive License, the terms agreed upon shall be upheld. In the event that the Licensee exceeds any terms herein, an upgrade of the Non-Exclusive License or a re-negotiation for an Exclusive License may be possible, provided that Composition(s) has/have not been sold. If the composition has already been sold non-exclusively, the fee for exclusive rights may be negotiated and the beat removed from future sale upon the transaction.

  5. Deliverable. Licensee shall receive a high quality mixed MP3 format version of the Composition(s). 

  6. Sample Clearance. Licensee agrees that the clearing of any sampled materials is the responsibility of Licensee. Licensor will make reasonable efforts to provide the name of the sample(s) for Licensee to help with the clearance process.

  7. Non-transferable. License is non-transferable, may not be re-sold and is limited to the Composition(s) specified below. License constitutes the entire agreement between Licensor and Licensee with respect to the subject matter hereof and supersedes all previous proposals, whether oral or written, and shall be binding upon Licensor and Licensee and their respective successors, assigns, and legal representatives.

  8. Miscellaneous.

    1. If any provision of License is held to be invalid, illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that License otherwise remains in full force and effect and enforceable.

    2. License is governed by and shall be construed under the laws of U.K. without regard to the conflicts of laws and principles thereof. Each party hereby consents to personal jurisdiction in any action brought in any court, federal or state, within U.K.

    3. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof. Paragraph headings are inserted only for the purpose of convenient reference and shall not be given any legal effect.

  1. The failure by Licensee to perform any of its material obligations hereunder shall be deemed a breach of this Agreement.

  2. This Agreement shall not be construed against either party as the drafter, it being agreed that the parties have drafted this agreement jointly.

PARTIES HEREBY ACKNOWLEDGE THAT PARTIES HAVE BEEN ADVISED TO SEEK AND RECEIVE LEGAL ADVICE FROM INDEPENDENT COUNSEL WITH RESPECT TO THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT. PARTIES HAVE EITHER CONSULTED WITH SUCH ATTORNEY OR HAVE WAIVED SUCH RIGHT AND HAVE DECIDED TO ENTER INTO THIS AGREEMENT FREELY, WITHOUT ANY COERCION OR DURESS FROM ANY PERSON.

Composition(s) Purchased: …….

Amount: …….
If the foregoing confirms both Licensor’s and Licensee’s understanding, kindly so indicate by signing below. Signatures:

____________________ ____________________ Licensor Licensee

Zed Be El Esse (Daniel Laverton)

© NO SHOES ENTERTAINMENT 2024