Exclusive rights agreement

This Exclusive Rights Agreement (the "Agreement") is made and effective as of [contract date] (the "Effective Date") by and between [producer legal name] p/k/a [producer alias] (the "Producer") and [customer party] (the "Purchaser"). It sets out the terms on which the Purchaser acquires exclusive rights in the Producer's instrumental music recording entitled "[beat title]" (the "Master") in consideration of the Purchaser's payment of [price] (the "Fee").

1. Rights

On payment of the Fee in full, the Producer assigns to the Purchaser all rights, title and interest in the Master, excluding the underlying musical composition (the "Composition"). The Purchaser has the sole and exclusive right, worldwide and without limit in time, to reproduce, distribute, sell, perform, stream, license, synchronize and otherwise exploit the Master and new recordings that embody it ("New Masters"), in any medium now known or later devised, and to collect all income from doing so, subject to the royalty and publishing terms below.

The Purchaser may record over the Master and change its arrangement, length, tempo or pitch. The Purchaser may not use the Composition apart from the Master or a New Master, and may not use the Producer's name in a way that implies an endorsement.

2. Removal from sale

The Producer will stop offering the Master for license on the Effective Date and will not license it to anyone else after that date.

3. Earlier licenses

The Purchaser acknowledges that the Master may have been licensed to third parties on a non-exclusive basis before the Effective Date. Those licenses stay in force for their term and are not affected by this Agreement. The Purchaser waives any claim against the Producer and against those licensees arising from their permitted use.

4. Delivery

The Producer delivers the Master as high-quality [file types] files. The files are made available for download immediately after payment, on the order page and through a link sent to the e-mail address the Purchaser provided.

5. Fee and royalty

The Fee is a one-time, non-refundable and non-recoupable payment made on the Effective Date. The rights granted are conditional on payment of the Fee in full.

In addition to the Fee, the Purchaser pays the Producer a royalty of [royalty share] of Net Receipts. "Net Receipts" means all sums received by or credited to the Purchaser from the exploitation of the New Masters, including sales, downloads, streaming, advances, license fees and performance income, after deduction of documented recording costs of the New Masters. The royalty is accounted for and paid every calendar quarter, within 30 days of the end of the quarter.

6. Publishing

The Producer remains the owner of the Composition. For every new composition that embodies the Composition, the Producer owns and controls [publishing share] of the writer's share and [publishing share] of the publisher's share, and each party administers its own share. The Purchaser must register the Producer's share whenever the Purchaser registers such a composition with a performing rights organization or collecting society.

7. Mechanical license

The Producer grants the Purchaser the mechanical licenses needed to exploit the New Masters. Mechanical royalties are payable at the full statutory rate, or where no statutory rate exists, at the rate prevailing in the industry in the country concerned on the Effective Date.

8. Credit

The Purchaser must credit the Producer as producer and songwriter in the metadata, liner notes and all other credits of every New Master, in the form "Produced by [producer alias]", and must correct any omission promptly and for all future uses.

9. Accounting and audit

The Purchaser keeps accurate records of all income from the New Masters and instructs its distributors, publishers and collecting societies to account to the Producer for the Producer's shares directly where they are able to. The Producer may audit the Purchaser's records relating to this Agreement once a year, on 30 days' notice and at the Producer's own expense. Sums found to be owing are paid within seven business days.

10. Warranties and indemnification

The Producer warrants that the Producer has the right to enter into this Agreement and that the Master, as delivered, does not infringe the rights of any third party. The Master is delivered "as is": the Producer makes no promise that it suits the Purchaser's creative or commercial purpose. The Purchaser is solely responsible for any element the Purchaser adds. Each party indemnifies the other against third-party claims, losses and reasonable legal costs arising from that party's breach of this Agreement.

11. Breach

A party has thirty (30) days from written notice to cure a breach, or fifteen (15) days where the breach is a failure to pay. If the Purchaser fails to pay royalties after that period, the Producer may claim the sums owing together with any other remedy available by law.

12. Electronic acceptance

The Purchaser accepted this Agreement electronically before payment. The Purchaser's confirmation of the terms and payment of the Fee constitute the Purchaser's signature and have the same effect as a handwritten signature. No further signature by either party is required.

13. General

This Agreement is the entire agreement between the parties on its subject and replaces all earlier agreements. It may be changed only in writing, e-mail being sufficient. The Purchaser may not assign this Agreement without the Producer's written consent. If a provision is held invalid, the remaining provisions stay in force. This Agreement is governed by the laws of [governing law], and the courts having jurisdiction over the Producer's place of residence have jurisdiction over any dispute. If the Purchaser is a consumer, this choice of law does not deprive the Purchaser of the protection of the mandatory provisions of the law of the Purchaser's country of residence. Notices to the Producer are sent to [producer email]; notices to the Purchaser are sent to the e-mail address the Purchaser provided.