THIS AGREEMENT, made and entered into on the %MFS_ORDER_DATE% serves as a legally binding contract between 1st Official beats ("Licensor") and %MFS_CLIENT_NAME% ("Licensee"). This agreement grants the Licensee non-exclusive rights to the instrumental named "%MFS_BEAT_NAME%" ("Instrumental").

Master Recording

The Licensor hereby grants the Licensee the right to record vocal and/or instrumental synchronization to any or all parts of the Instrumental. The Licensee understands that their non-exclusive usage of the Instrumental is limited to one new composition and if the Licensee wishes to use the Instrumental in other new compositions, then the Licensee must obtain another license to use the Instrumental from the Licensor. The Licensee also agrees to refrain from editing the Instrumental that is being licensed in this agreement, by changing the arrangement of the Instrumental or by removing any melodies, instruments, drum programming or sounds that are contained within the Instrumental.

Profitable Distribution

The Licensee is limited to distributing one (1) version of the Master Recording for profitable use. The Licensee has unlimited use of the Master Recording, which can be distributed on any kind of recording media including, but not limited to: compact discs, DVDs, VHS videos, and all other forms of media. This license will expire after 3 years but the instrumental can be used for unlimited sales and streams during that time even when the instrumental is purchased exclusively by another party.

Ownership

The Licensor maintains 100% full rights (copyright and ownership) of the instrumental, and can continue to sell it non-exclusively and/or exclusively. The Licensee has neither the right nor authority to sell or license the rights to the Instrumental whether in whole or part to any other party. In the event another individual purchases exclusive rights to your licensed Instrumental you will retain your non-exclusive rights under the limitations listed in this agreement and until these terms have been fulfilled.

Publishing and Royalties

The Licensee is entitled to keep 100% of all royalties and publishing that is generated from sales of the Master Recording on digital retailers (such as iTunes), through physical sales (such as Compact Disks) and on online streaming services (such as Spotify).

Performance Rights

The Licensor hereby grants to Licensee a non-exclusive License to use the Master Recording in unlimited non-profit performances, shows, or concerts.

The Licensee is also permitted to use the Master Recording in unlimited performances. The Licensee can earn unlimited US Dollars in compensation or ticket sales using the Master Recording in said performances.

Music Videos

The Licensor hereby grants to Licensee a non-exclusive License to use the Master Recording in 1 music video.

Broadcast Rights

The Licensor hereby grants to Licensee a non-exclusive license to broadcast or air the Master Recording on unlimited radio stations or through unlimited station channels, respectively.

Credit

Licensee shall acknowledge the original authorship of the Composition appropriately and reasonably in all media and performance formats by acknowledging the relevant author in writing where possible and vocally otherwise. Where a project is commercially released and registered with a performance rights organisation, Licensor shall be acknowledged as a Writer.

Sampling

The Licensee agrees that the Composition is purchased as a “Work Made for Hire” whereby the clearing of any sampled materials is the responsibility of Licensee.

Compensation

Payment for this License is non-refundable. If the Licensee fails to account to the Licensor, timely and complete the payments provided for hereunder, the Licensor shall have the right to terminate this License upon written notice to the 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.

Term

Executed by the Licensor and the Licensee, this License agreement is to be effective as for all purposes as of the Effective Date for a period of three (3) years. In the event that an exclusive license is sold by Licensor to the Composition, the terms of this agreement shall be upheld.

Indemnification

Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or resulting from a claimed breach of any of Licensee’s representations, warranties or agreements hereunder.

Miscellaneous

This License is non-transferable and is limited to the Composition specified, constitutes the entire agreement between the Licensor and the Licensee relating to the Composition, and shall be binding upon both Licensor and Licensee and their respective successors, assigns, and legal representatives.

Governing Law

This License is governed by and shall be construed under the laws of the Licensor’s resident country, without regard to the conflicts of laws and principles thereof.