Note: library-specific variables appear italicized like so: LIBRARY-NAME and will be populated with regular text like “Seattle Public Library”

Standard MUSICat Artist License for Streaming and Downloads

This Music License Agreement (“AGREEMENT”) is made effective on EFFECTIVE-DATE (“EFFECTIVE DATE”) between LICENSOR-NAME and LIBRARY-NAME.

In the AGREEMENT, the party who is granting the right to use the licensed property will be referred to as “LICENSOR” and the party who is receiving the right to use the licensed property, LIBRARY-NAME, will be referred to as “LIBRARY-ACRONYM”.

WHEREAS, the LICENSOR is the owner of the copyright to an album or collection of musical recordings, as identified herein, and LIBRARY-ACRONYM is a public library which desires to make available the music of LICENSOR to LIBRARY-ACRONYM patrons (hereinafter “PATRONS”).

RECITALS.

LICENSOR represents and warrants to LIBRARY-ACRONYM that LICENSOR has the full right and permission to grant such licenses and permissions from all such individuals regarding copyright and all other related intellectual property rights to the album or collection of musical recordings which are described in Exhibit “A” attached hereto and incorporated herein by this reference (hereinafter referred to as “WORK”).

LIBRARY-ACRONYM will maintain digital recording(s) of the WORK as furnished by the LICENSOR via a third-party web-based content sharing service, currently the MUSICat platform.

LICENSOR grants LIBRARY-ACRONYM limited license to provide PATRONS the WORK via the service, subject to the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the promises, conditions, covenants and warranties herein contained, the parties agree as follows:

1. GRANT OF LICENSE.

a. Licensor hereby grants to LIBRARY-ACRONYM the non-exclusive right and license to make the WORK available to LIBRARY-ACRONYM and its PATRONS for permanent download and streaming on LIBRARY-ACRONYM’s website following execution of this AGREEMENT.

b. Once any WORK is downloaded by any PATRON, the license is perpetual to that PATRON. LIBRARY-ACRONYM will provide a written declaration in the term of service that PATRONS are not to copy and provide the WORK to others. LIBRARY-ACRONYM is not responsible for ensuring such behavior does not occur and is hereby released from any liability for such distribution.

c. LIBRARY-ACRONYM is hereby granted the right to synchronize, sample, reproduce, and integrate the WORK in LIBRARY-ACRONYM’s website and website in order to promote the services provided by LIBRARY-ACRONYM.

d. LIBRARY-ACRONYM is hereby granted the right to integrate the WORK within applications, tools, and other functionality featured by the service.

e. LICENSOR hereby grants LIBRARY-ACRONYM the right to use the name of LICENSOR and the composer and artists involved in the WORK in connection with LIBRARY-ACRONYM’s website. LICENSOR represents and warrants that it has the full right and permission to grant such licenses and permissions from all such individuals.

f. LICENSOR grants permission to LIBRARY-ACRONYM to create one copy of the WORK using a method and format of LIBRARY-ACRONYM’s choosing for archival purposes.

1. COMPENSATION FOR LICENSE.

In consideration of the license granted herein, LIBRARY-ACRONYM agrees to pay a one-time license fee to Licensor in the amount of HONORARIUM.

Such license fee shall be due and payable within thirty (30) days following execution of this AGREEMENT and receipt of the WORK in a digital format acceptable to LIBRARY-ACRONYM. The right to use the WORK shall commence immediately upon execution of this AGREEMENT.

1. TERM OF LICENSE.

a. This license agreement shall be effective upon the EFFECTIVE DATE.

b. The license granted hereunder to use the WORK within the scope and terms set forth herein shall be perpetual.

c. After two years following the EFFECTIVE DATE, Licensor may request for LIBRARY-ACRONYM to remove one or more of the WORKS from LIBRARY-ACRONYM’s streaming and download services. This request shall be made in writing to LIBRARY-ACRONYM. Written requests for removal shall not be unreasonably denied.

1. REPRESENTATIONS AND WARRANTIES.

LICENSOR makes the following representations and warranties to LIBRARY-ACRONYM, which representations and warranties shall apply during the term of this AGREEMENT and shall continue to apply indefinitely. LICENSOR shall indemnify and hold LIBRARY-ACRONYM, the LIBRARY-ACRONYM Board of Trustees, the LIBRARY-FOUNDATION, the LIBRARY-GOVERNING-BODY, along with the officers and employees, past, present and future, of each, harmless from and against claims made against LIBRARY-ACRONYM, the LIBRARY-ACRONYM Board of Trustees, the LIBRARY-FOUNDATION, the LIBRARY-GOVERNING-BODY, along with the officers and employees, past, present and future, of each relating to the representations and warranties of LICENSOR made herein.

a. LICENSOR is the sole and exclusive owner of the WORKS and the copyrights and other proprietary rights contained therein.

b. The WORKS do not infringe upon or violate the copyrights, trademarks, patents, or other proprietary rights of any other party.

c. LICENSOR has the unrestricted right and power to enter into this AGREEMENT and to license the WORKS to LIBRARY-ACRONYM as provided herein.

d. There are no other agreements, court orders or the provision of any law or administrative rule that interfere with LICENSOR’s right to license the WORKS hereunder.

e. LICENSOR has obtained all necessary consents, permissions, licenses and other documents from recording companies, composers, musicians, musician unions and other labor unions, copyright owners and others with any interest in the WORK or who performed on the WORKS, at LICENSOR’s sole cost and expense and will indemnify and hold LIBRARY-ACRONYM, the LIBRARY-ACRONYM Board of Trustees, the LIBRARY-FOUNDATION, the LIBRARY-GOVERNING-BODY along with either’s officers, employees, past, present and future harmless from and against any and all claims, suits, threats, demands, actions and causes of action brought directly or indirectly by any of these parties.

1. COPYRIGHT NOTICES/RETAINED RIGHTS.

a. LIBRARY-ACRONYM shall place on its website a notice of copyright relative to the WORKS and credits to the songwriter and artists performing in the WORKS.

b. LICENSOR shall retain the copyright to the WORKS and all right, title, and interest in and to the WORKS, including the right to publish, distribute, publicly perform, modify, enhance, change and improve, and all other exclusive rights of the copyright owner, except only for the right of license granted to LIBRARY-ACRONYM hereunder.

c. LIBRARY-ACRONYM hereby agrees to and acknowledges the rights retained by LICENSOR hereunder and acknowledges that the LICENSOR shall retain all exclusive rights of the LICENSOR and holder of a copyright.

d. LICENSOR shall have the sole right to pursue any party that infringes upon the LICENSOR’s copyright or other proprietary rights in and to the WORKS and shall bear all expenses of prosecuting such infringement actions against third parties. In no way shall LIBRARY-ACRONYM be responsible for policing and prosecuting said rights.

1. NO ASSIGNMENT.

Neither this AGREEMENT nor any right, interest, duty, or obligation hereunder may be assigned by the parties hereto.

1. GOVERNING LAW.

In interpreting the terms of this AGREEMENT, the parties agree that the laws of the state of LIBRARY-STATE shall be applicable. All suits permitted to be brought in any court shall be in LIBRARY-STATE.

1. ENTIRE AGREEMENT.

This AGREEMENT contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this AGREEMENT. This AGREEMENT may be changed, modified, or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provision(s) hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability and effectiveness of the remainder of the AGREEMENT shall not be affected and this AGREEMENT shall be enforceable without reference to the unenforceable provision(s). No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.

IN WITNESS WHEREOF, the parties have executed this AGREEMENT on the dates set forth above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof. BY SIGNING BELOW, LICENSOR REPRESENTS AND WARRANTS THAT LICENSOR IS THE SOLE AND EXCLUSIVE OWNER OF THE WORKS AND ALL COPYRIGHTS AND OTHER PROPRIETARY RIGHTS CONTAINED THEREIN.

LIBRARY-ACRONYM, by LIBRARY-DIRECTOR-NAME - Library Director (or their designee) Mailing Address of: LIBRARY-ADDRESS

LICENSOR, by LICENSOR-NAME Mailing Address of: LICENSOR-ADDRESS

EXHIBIT “A”

“WORK”

Album or Song Title(s): ALBUM-TITLE

Artist: ARTIST-NAME

Date Released: RELEASE-DATE

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