UNLIMITED-LEASE LICENSE

THIS UNLIMITED LEASE LICENSE ("Agreement") is entered on the (DATE OF TRANSACTION) day of (MONTH OF TRANSACTION), (YEAR OF TRANSACTION) (“Effective Date”) between __________________ ("Licensee") and Reuel Stop Playing Productions, LLC ("Producer").

By remitting payment, accepting delivery of the Master and payment of the License Fee, the Producer and Licensee agree to the following terms:

1. MASTER LICENSE: Producer is the owner of a master recording (“Master”) titled “TRACK TITLE” the music of which was composed by Producer (“Music”). Producer grants to Licensee a non-exclusive license to use the Master and Music for the purpose of adding lyrics to the existing Music and creating a new recording (“New Recording”) of a song (“Song”) performed by the artist known as ____________ (“Artist”) for the specific use of manufacturing, distributing and selling records (“Records”) embodying the New Recording.

2. TERRITORY: Worldwide

3. RIGHTS GRANTED: Producer hereby grants Licensee the following non-exclusive rights to use the Master during the Term:

a. The non-exclusive right to manufacture, distribute, sell, advertise, publicly perform and broadcast, Records containing the performance embodied in the Master.

b. The non-exclusive right to add lyrics to the existing Music and create a song (“Song”) to be owned by Producer and by the writer of lyrics added to the Music. Licensee shall have the right to record the Song and create a New Recording embodying the Song. Licensee shall not have the right to alter, adapt, change or remix the Master or Music without Producer's written approval.

c. The non-exclusive right to use Producer’s name in connection with the advertising, publicizing or sale of Records manufactured, distributed and sold in the manner described in paragraph 11 below of this Agreement.

4. RIGHTS RETAINED BY PRODUCER: Producer reserves all rights in and to the Master and Music not specifically granted to Licensee in this Agreement.

5. NON-TRANSFERABILITY OF RIGHTS: The non-exclusive rights granted to Licensee by Producer through this Agreement can only be exercised by the Licensee. The Licensee cannot transfer or assign any of the non-exclusive rights granted by Producer in whole or in part to any third parties. Any attempt by Licensee to assign or transfer the non-exclusive rights granted to Licensee hereunder to third parties shall be illegal, invalid and unenforceable.

6. RESTRICTIONS: Licensee has no right or authority to make changes or to alter the Master or make any use of the Master other than as expressly stated in this Agreement.

7. LICENSED TERM: The Term of this Agreement shall begin on the Effective Date in the first unnumbered paragraph at the top of page 1 of this Agreement of this page and shall continue until Licensee has the manufactured, distributed, sold and/or otherwise exploited Two Thousand (2,000) Records including Digital Transmissions OR for a period of two (2) years, whichever occurs first.

8. COMPENSATION: Licensee shall pay Producer the amount of One Thousand US Dollars ($ 1000.00) for the rights granted in this Agreement (“License Fee”). Payment of the License Fee shall be made to Producer by PayPal. The email address associated with Producer’s account is reuelbeats@gmail.com In the event that Licensee continues to manufacture, sells, distributes or otherwise exploits the Master after the Term has expired the Licensee Fee shall roll over and Licensee shall be responsible for paying Producer an additional One Hundred Forty US Dollars ($ 140.00) every two thousand units of the Master manufactured, distributed, sold and/or otherwise exploited by Licensee.

9. DELIVERY: Promptly upon full execution of this Agreement and payment of the Compensation discussed in Paragraph 8 above, Producer shall deliver to Licensee a fully mixed and equalized Master - Stems as WAV, file to Licensee for use on a record (“Record”). Producer shall deliver the Master to Licensee you via email to (EMAIL ADDRESS) or any other email address as Licensee may provide to Producer.

10. RIGHTS IN MASTER RECORDING: Each Master licensed under this Agreement shall be owned by Producer and Producer shall have the exclusive right to claim ownership of and register the copyright to the Master in its name as the owner and author of them and to secure any and all renewals and extensions of such copyright throughout the world. Producer and Licensee shall own the New Recording equally and Producer shall have the right to register the copyright to the New Recording in the name of Producer and Licensee. Neither party shall have the right to license the New Recording for any other uses except as set forth herein without the written permission of the other party.

10. NAMES & LIKENESS: Licensee shall have the world wide right in perpetuity to use and to permit others to use Producer's name, solely in connection with the marketing and exploitation of the Record derived therefrom.

11. CREDIT: Licensee shall give Producer appropriate production and song writing credit on all compact discs, record and cassette labels, meta-data on digital transmissions or any other record configuration manufactured which is now known or created in the future that embodies the Masters created hereunder and on all cover liner notes. Such credit shall be in substantial form: "Produced by Reuel StopPlaying". If Licensee fails to comply with this clause in any instances or sole obligation to Producer by reason of such failure Producer's sole remedy is to have Licensee add the appropriate credit. Licensee shall provide Producer with five (5) copies of the completed Record within thirty (30) days after manufacture of any Record embodying the Masters.

12 RIGHTS TO SONG: Producer is the author of the Music recorded on the Master and retains its sole owner of the copyrights to the Sound Recording and the Music embodied in the Master. Nothing in this Agreement transfers any copyright ownership in the Master or the Music embodied in the Master to Licensee. Licensee has no right to license the Song without Producer’s express written permission with the other party. Either party may license their respective separate copyrights without the consent of the other. Licensee shall not have the right to license the Music to any third party without the written consent of Producer. Licensee shall have no right to collect or receive any of Producer’s share of royalties derived from the Music or the Master.

13 DEFINITIONS:

"Record(s)"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 and all public or commercial uses including magnetic recording tape, compact disc, laser disc, film, electronic video tapes or recordings, digital transmissions or digital downloads (i.e. mp3, WAV, MPEG, etc.) and any other medium or device now known or later developed. Record shall include any configuration sold such as a single, extended play (“EP”) or long play album (“LP”), in any form of media now existing or later developed.

"Master" 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 used or useful in the recording production and/or manufacture of Records.

"Digital Transmissions" shall mean the transmission and distribution to the consumer, other than the distribution of physical Records 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 on masters recorded pursuant to this Agreement, by telephone, satellite, cable, direct transmission over wire or through the air, and on-line computers whether a direct or indirect charge that is made to receive the transmission, or any other transmission that is known or created in the future

14. WARRANTIES AND INDEMNITY Producer warrants it is the sole owner of the performances on the Masters and/or has been granted all rights associated with the recording of the Music embodied on the Masters and hereby has the right to grant the terms of this Agreement. The Music and performances embodied in the Master, 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 the New Recording embodying the Master and the Music. 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.

15. FAILURE OF PERFORMANCE/CURE OF BREACH OF DEFAULT: No default by either party shall be deemed a breach hereof unless the party in default fails to cure such default within thirty (30) days (15) days for failure to pay monies owed hereunder) following the other party’s written notice of such default.

16. NOTICE:. Whenever this contract requires or allows Notice, the Notice must: (a) be written;

(b) state with reasonable certainty the information being communicated; (c) be electronically signed by, a person authorized to issue Notice on behalf of the Party issuing Notice; (d) be dispatched by email;(e) be dispatched, from the designated email address of the Party issuing Notice, to the designated email address of the other Party. Every Notice will be deemed to have been served when the email through which it is dispatched leaves the computer system of the person issuing Notice. The designated email addresses for Producer is reuelbeats@gmail.com and the designated email address for Licensee is:

17. ENTIRE AGREEMENT: This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. This Agreement cannot be modified or , amended unless confirmed in a written document signed by both parties.

18. BINDING EFFECT: This Agreement shall be binding upon the parties and inure to the benefit of their respective successors, assigns, heirs and legal representatives.

19. WAIVERS. No waiver of any breach or default (failure to perform contractual duties and responsibilities) under this Agreement shall be valid unless the waiver of breach or default is in writing and signed by the party giving such waiver; and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

20. JURISDICTION: This Agreement shall be construed in accordance with the laws of the State of Michigan. Any dispute arising under this Agreement shall be filed in a court in Oakland County, Michigan. 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.

21. SEVERABILITY: If any provision of this Agreement is deemed invalid or unenforceable inoperative by a court of competent jurisdiction , such provisions shall be deleted from this Agreement or modified to make them enforceable and the validity and enforceability of the rest of such provision(s) and of this Agreement will remain valid and enforceable.

22. EXECUTION IN COUNTERPARTS; FACSIMILE: This Agreement may be executed in counterparts, by facsimile, scan and/or electronically. All counterpart, facsimile or electronic signatures shall have equal validity and enforceability as a fully-signed original agreement.

The effective date of this Agreement shall be the date first written above.

Licensee: Producer: Reuel StopPlaying Productions, LLC

(Print Licensee’s name)

By: By:

(Licensee’s signature) Reuel Walker

(Print the name of person signing on

behalf of Licensee)

Title: Title: Managing Member

SHOPPING CART

Sign In To Continue

License Agreement

Share Cart