EXCLUSIVE LICENSE AGREEMENT
nodxyzoff ("Licensor") Effective Date: [DATE OF PURCHASE] License Number: [ORDER ID]
PARTIES
This Exclusive License Agreement ("Agreement") is entered into as of the Effective Date by and between:
Licensor: nodxyzoff, operating at nodxyzoff.com ("Licensor" or "Producer") Licensee: The purchasing customer whose name and contact details were provided at checkout ("Licensee" or "Artist")
1. DEFINITIONS
2. GRANT OF EXCLUSIVE LICENSE
Subject to full payment of the license fee and compliance with this Agreement, Licensor grants Licensee an exclusive, worldwide, perpetual license to:
a) Use the Beat, Stems, and Project File to record one (1) or more New Songs; b) Distribute the New Song(s) with no streaming, sales, or broadcast limits; c) Perform the New Song(s) publicly (live and online), including paid performances and tours; d) Distribute officially produced music videos; e) Re-mix, re-arrange, and edit the Stems and Project File; f) License the New Song(s) for sync placement in film, television, video game, advertising, and multimedia content; g) Sell, distribute, and commercially exploit the New Song(s) on all platforms and formats worldwide, without limitation; h) Use the New Song(s) on ringtones and licensed multimedia.
Upon full payment, the Beat will be removed from the public marketplace and will not be licensed to any other party.
3. NO STREAMING OR SALES CAPS
This Exclusive License carries no restrictions on:
4. PERMITTED FILE FORMATS
Licensee receives:
5. CREDIT (ENCOURAGED BUT NOT REQUIRED)
Crediting the producer is not contractually required under this Exclusive License. However, it is strongly encouraged as industry courtesy:
"[Beat Title] Prod. by nodxyzoff"
If seeking radio airplay or ASCAP/BMI/SESAC registration, proper crediting of all contributors is required by those organizations.
6. OWNERSHIP & COPYRIGHT
a) Beat Copyright Transfer: Licensor transfers exclusive licensing rights in the Beat to Licensee. The underlying musical composition copyright (melody, harmony, chord progression) is co-owned as follows:
b) Master Recording: Licensee owns 100% of the master sound recording of the New Song.
c) Publishing Split: Licensor retains 50% of the composition/publishing rights (the underlying instrumental). Licensee must register this 50/50 split with their PRO (ASCAP, BMI, SESAC, etc.) and on all distribution platforms.
d) No Re-Sale of Beat: Licensee may NOT sell, transfer, or re-license the Beat itself as a standalone instrumental to any third party. The Beat may only be distributed as part of a New Song that includes Licensee's original additions (vocals, lyrics, additional production, etc.).
e) Exclusivity: After the Effective Date, Licensor will not issue any new licenses for the Beat. Previously issued non-exclusive licenses (if any exist for this Beat) remain valid under their original terms; Licensee acknowledges this possibility.
7. PROHIBITED USES
Licensee may NOT:
8. TERM
This license is perpetual — it does not expire. Licensee's rights under this Agreement continue indefinitely unless terminated for breach.
9. TERMINATION FOR BREACH
Licensor may terminate this Agreement upon written notice if Licensee: a) Fails to pay the full license fee; b) Materially breaches any term of this Agreement and fails to cure within thirty (30) days of notice; c) Becomes insolvent or files for bankruptcy protection.
Upon termination, all rights revert to Licensor and Licensee must immediately cease distribution of the New Song.
10. REPRESENTATIONS & WARRANTIES
a) Licensor warrants that the Beat is an original work, Licensor owns the rights to license the Beat, and the Beat does not infringe any third-party intellectual property rights.
b) Licensee warrants that Licensee has the full right, power, and authority to enter into this Agreement, and the New Song will not infringe any third-party intellectual property rights.
11. DISPUTE RESOLUTION
Any disputes arising under this Agreement shall first be subject to good-faith negotiation for thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration under applicable commercial arbitration rules.
12. INDEMNIFICATION
Each party agrees to indemnify, defend, and hold harmless the other party from any claims, damages, losses, and expenses (including reasonable attorney's fees) arising from that party's breach of this Agreement or infringement of third-party rights.
13. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED TWO (2) TIMES THE LICENSE FEE PAID BY LICENSEE.
14. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Licensor is domiciled, without regard to conflict of laws principles.
15. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties regarding the Beat identified herein and supersedes all prior negotiations, representations, warranties, and understandings.
16. ACCEPTANCE
By completing the purchase, Licensee agrees to be bound by all terms of this Agreement.
*nodxyzoff — nodxyzoff.com* *License issued automatically upon confirmed payment*
DISCLAIMER: This document is a template license agreement. It is strongly recommended that both parties consult a qualified entertainment attorney to review this agreement before relying on it, particularly for high-value exclusive transactions.
nodxyzoff is not a law firm. These are template agreements — consult a qualified entertainment attorney.