HomeMy WebLinkAboutC11-253 MegatraxANNUAL LICENSE AGREEMENT
This Agreement. is made this 18" day of July, 2011 between Megatrax Production Music, Inc. (hereinafter
referred to as "Megatrax ") and Eagle County, Colorado as operator of ECO'I'V 18 (hereinafter referred to as
"Licensee").
Whereas, Megatrax is the owner and /or administrator of rights to certain sound recordings and the
compositions embodied thereon (hereinafter collectively referred to as the "Musical Works "); and has compiled said
Musical Works into a collection (hereinafter referred to as the "Library ");
Whereas, the parties agree to the following terms and conditions and whereby Megatrax grants to Licensee
the following non - exclusive rights and licenses:
L PRODUCER(S): ECO'I - V 18
2. TERM: One (1) Year commencing July 27, 2011 and terminating July 26, 2012
3. MUSICAL WORKS: One hundred (100) digital downloads allowed during the Tenn of the Agreement
from current and new releases upon availability; see Exhibit `A' below.
4. BLANKET LICENSE FEE: One Thousand Three Hundred Seventy-Five Dollars (US$1,375.00) shall be
due and payable immediately upon full execution of this Agreement.
5. SET -UP FEE: Waived
6. CLEARANCE: Megatrax hereby grants Licensee the right to use the Library only as specifically set forth
herein, subject only to the non - exclusive rights expressly granted pursuant to this Agreement. All rights
of every kind and nature in the Musical Works are reserved to Megatrax.
License
Production
Media
Territor
S nchronization
Commercials
Free TV and Basic Cable - Regional
Colorado
S nchronization
Pro
Free TV and Basic Cable - Regional
Colorado
Synchronization
Promotions
Free TV and Basic Cable - Regional
Colorado
S nchronization
Commercials
Streaming Internet on Demand
World
Synchronization
Pro crams
Streamin Internet on Demand
World
S nchronization
Promotions
Streaming Internet on Demand
World
a AS A COURTESY, PLEASE PROVIDE COPIES OF PROGRAM CUE SHEETS TO MEGATRAX
ON A QUARTERLY BASIS
7. Broadcasters are required to comply with the material terms of their BMI, ASCAP, or SESAC licenses.
Broadcasters not licensed for such performing rights through such societies are subject to clearance of
performance rights directly from Megatrax or its authorized representatives and payment of additional
performance rights tees therefore.
8. Licensee may make copies of the recorded material supplied by Megatrax solely for the purpose of
assisting Licensee in its use of the Library pursuant to the terms of this Agreement, provided such copies
are for internal use only and are destroyed promptly upon expiration or termination of this Agreement.
9. Licensee may not transfer or assign this Agreement, in whole or in part, without Megatrax's prior written
consent except to the extent necessary to implement the rights specifically granted to Licensee hereunder.
10. If Licensee, its successors or its assigns, breach this Agreement by, among other things failing to timely
pay any fees required hereunder, and fails to cure such breach within thirty (30) days after notice of such
breach (or ten business days in the case of money), then this Agreement shall automatically terminate
unless Licensee is otherwise notified in writing by Megatrax. Notwithstanding the foregoing, in the event
that the Blanket License Fee is not paid pursuant to the terms of this Agreement, then this Agreement shall
be null and void ab initio and any and all uses of any Musical Works in any and all of Licensee's
productions at any time sliall be deemed unauthorized. Any such termination shall render the broadcast of
the Musical Works as unauthorized uses, subject to all rights and remedies provided by law, whether
Pursuant to the Copyright Act or otherwise.
11. Megatrax hereby warrants and represents that it owns or controls One Hundred Percent (100:'0) of the
sound recordings and underlying musical compositions contained in the Library and it has the full right,
power and authority to make and enter into this Agreement. Megatrax further warrants and represents that
the rights granted to Licensee hereunder will not violate the legal or equitable rights, including copyrights,
of any person, firm or corporation. Megatrax shall hold Licensee harmless and hereby agrees to indemnify
Licensee for all costs in connection with any third party claims of breach of the above warranties and
representations.
12. Upon termination of this Agreement, the rights granted to Licensee hereunder shall automatically revert to
Megatrax and any further use of the Musical Works shall be unauthorized, except, provided that the
Blanket License Fee has been paid in full, for those Productions in which any Musical Works from the
Library were synchronized during the Term hereof. Licensee may continue to use, for the length of
copyright in such Productions, the original Production(s) as it embodies the Musical Works in the manner
set forth under this Agreement. Upon termination of this Agreement, the Library in its entirety must be
returned immediately to Megatrax at Licensee's expense. Furthermore, any digital audio files of the
Musical Works in any and all formats, shall be permanently deleted from Licensee's tiles.
13. This Agreement sets forth the entire understanding of the parties hereto relating to the subject matter hereof
and supersedes all oral and written prior and contemporaneous negotiations, understandings and
discussions. No modification, amendment, waiver, termination or discharge of this Agreement or any of its
terms or provisions shall be binding upon either party if not confirmed by a written instrument signed by
Megatrax and Licensee unless otherwise provided for herein. Furthermore, any modification or changes to
this Agreement shall hind and inure to the benefit of the parties hereto and their respective successors and
assigns.
14. This Agreement has been entered into in the State of California, and the validity, interpretation and legal
effect of this Agreement shall be governed by the laws of the State of California applicable to contracts
entered into and performed entirely within the State of California. The California State and Federal Courts
will have exclusivejurisdiction of any controversies regarding this Agreement and any action or other
proceeding which involves such controversies will he brought in Los Angeles County.
AGREED TO AND ACCEPTED BY:
EAGLE COUNTY, COLORADO
AS OPERATOR OF ECOTV 18
PO Box 850
Eagle, CO 81631
Please Print Name
MEGATRAX PRODUCTION MUSIC, INC.
7629 Fulton Avenue
North Hollywood, CA 91605
�
Leisa Korn
Vice President, Business Affairs
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*SSN4, Federal 1 D# or Tax ID#
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