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Blue Smoke Audio Productions

License Agreement



This License Agreement (this "Agreement") is made effective as of (date of transaction) between Blue Smoke Audio Productions, of 5327 Santa Monica Blvd, Los Angeles, California 90029 and (person(s) or company receiving the licensed material) 


In the Agreement, the party who is granting the right to use the licensed property will be referred to as "B.S.A.P.," and the party who is receiving the right to use the licensed property will be referred to as "(name of licensed audio file."


The parties agree as follows:


1. GRANT OF LICENSE. B.S.A.P. owns Exclusive Master Rights (the "Authored Work"). In accordance with this Agreement, B.S.A.P. grants (licensee) a non-exclusive license to use the Authored Work. B.S.A.P. retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee.


2. PAYMENT OF ROYALTY. (Licensee) will pay to B.S.A.P. a royalty which shall be calculated as follows: 10% of all potential profits resulting in any way from the Authored Work.


3. MODIFICATIONS. Unless the prior written approval of B.S.A.P. is obtained, Licensee may not modify or change the Authored Work in any manner.


4. DEFAULTS. If the party(s) receiving the licensed material fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, B.S.A.P. shall have the option to cancel this Agreement by providing 30 days written notice to (licensee). (Licensee) shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.


5. MEDIATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to a mediator mutually chosen by the parties before any court proceedings are undertaken.


6. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, (Licensee) grants back to B.S.A.P. a non-exclusive royalty-free license to use the Authored Work as B.S.A.P. sees fit, including for the creation of derivative works; provided, however, this license shall not limit (Licensee's) rights and public rights under this License.


7. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties.


8. TERMINATION. This Agreement may be terminated by B.S.A.P. by providing 30 days written notice to the other party.


9. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.


10. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.


11. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.


12. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.


13. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.


14. SIGNATORIES. This Agreement shall be signed on behalf of B.S.A.P. by Quinton S. Scarbor, Composer, Music Producer and on behalf of (Licensee) by (Credit or Debit Cardholder) and effective as of the date first above written.




Blue Smoke Audio Productions



By:      ____________________________________________________

            Quinton S. Scarbor

            Founder of Blue Smoke Audio Productions

            Composer, Music Producer





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