Beat Purchase Agreement

This Beat Purchase Agreement (the “Agreement”) is entered into as of __________ (the “Effective Date”) by and between __________ (“Producer”) with an address of __________, on the one hand, and ____________ (“Purchaser”) with an address of ___________, on the other hand.

WHEREAS, Producer owns one hundred percent (100%) of the sound recording (“Sound Recording”) entitled “___________” and the underlying musical composition embodied therein (“Composition”; collectively with the Sound Recording, the “Beat”);

WHEREAS, pursuant to the terms of this Agreement, Producer offers to sell to Purchaser all of Producer’s right, title and interest in and to the Beat.

NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

1. Purchase.

Producer hereby irrevocably sells, transfers and assigns to Purchaser absolutely and forever Producer’s one hundred percent (100%) right, title and interest of every kind in and to the Beat (including all copyrights and extensions and renewals of copyright therein), and the Beat shall be the sole property of Purchaser throughout the universe and in perpetuity, free from any claims whatsoever by Producer or any person, firm or other entity deriving rights from Producer. The foregoing includes the right to receive and retain for Purchaser’s own account one hundred percent (100%) of all income generated in respect of the Beat, from both the Sound Recording and the Composition, including, without limitation, all public performance income generated from the exploitation of the Composition (including the so-called “publisher’s share” and “writer’s share” of public performance income). Without limiting any of the foregoing, Purchaser’s rights in the Beat also include all worldwide copyrights (and all rights derived therefrom), unrestricted licensing, sublicensing, administration and collection rights, and any and all income and royalty entitlements related to the Composition, the Master or any of them. Purchaser shall also have the unrestricted right to modify, edit and/or make derivative works from the Beat. Producer hereby irrevocably and unconditionally waives any and all moral and like rights that Producer may have in the Beat and the performances embodied therein and hereby agrees not to, and waives the right to, make any claim against Purchaser or any party authorized by Purchaser to exploit the Beat, based on such moral or like rights. Purchaser shall, accordingly, have the exclusive right to obtain registration of the copyright (and all renewals and extensions) in the Beat in Purchaser’s name, as the owner and author thereof. For the avoidance of doubt, any and all previously authorized licenses and/or uses, if any, of the Masters and/ Compositions shall remain in effect. Producer will, upon request, execute, acknowledge and deliver to Purchaser such additional documents as Purchaser may deem necessary to evidence and effectuate Purchaser’s rights hereunder, and Producer hereby grants to Purchaser the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Producer shall fail to execute same within five (5) days after so requested by Purchaser.

2. Payment.

In consideration of the rights granted hereunder, Purchaser shall pay Producer the sum of ($_____) (“Payment”) simultaneously with the execution, or other acceptance in accordance with paragraph 8(g) below, of this Agreement. Producer acknowledges that such payment is its sole and exclusive compensation hereunder, and that Producer will not be entitled to any royalties, receipts, profits, or other remuneration in connection with exploitation of the Beat. Producer shall be solely responsible for the payment of any state, local or federal taxes or withholding due on any payments due Producer hereunder.

3. Delivery.

Following receipt of the Payment, Producer shall deliver the Beat to Purchaser in the form of a WAV file.

4. Producer’s Representations, Warranties and Indemnity.

  1. Producer represents and warrants that:
    1. Producer has the full right, authority and ability to enter into and fully perform this Agreement.
    2. Producer has not done or permitted others to do any acts or things which would be in derogation of the rights granted to Purchasers herein.
    3. There are no claims or threats of claims of litigation, or otherwise, involving the Beat.
    4. Producer is the owner of one hundred percent (100%) of the Beat, including, without limitation, both the Sound Recording and Composition.
    5. Purchaser shall not be required to make any payment of any nature for, or in connection with the acquisition, exercise or exploitation of the rights grant hereunder to Purchaser, except for the Payment.
    6. Neither Producer, nor any third party engaged by Producer, has incorporated any so-called “samples” or “replays” into the Beat, unless Purchaser has otherwise been notified by Producer prior to the Effective Date.
    7. The Beat is original with Producer and shall not infringe upon or violate the rights of any third party, including, without limitation the copyright, right of privacy, or any other right.
    8. Neither the Beat nor the Sound Recording or Composition on a standalone basis have been previously licensed to any other party and Producer is not aware of any unauthorized uses of the Beat (including the Sound Recording and Composition).
  2. Producer shall indemnify and hold Purchaser, its successors, assigns, licensees, representatives and agents harmless from and against any and all costs and expenses (including but not limited to reasonable attorney's fees), losses, claims, liabilities or obligations imposed upon, sustained or incurred by Purchaser by reason of any third party claim or action based upon or resulting from a breach or alleged breach by Producer of the representations and warranties made by Producer herein.

5. Purchaser’s Representations, Warranties and Indemnity.

  1. Purchaser represents and warrants that Purchaser has the full right, authority and ability to enter into and fully perform this Agreement.
  2. Purchaser shall indemnify and hold Producer, its successors, assigns, licensees, representatives and agents harmless from and against any and all costs and expenses (including but not limited to reasonable attorney's fees), losses, claims, liabilities or obligations imposed upon, sustained or incurred by Producer by reason of any third party claim or action based upon or resulting from a breach or alleged by Purchaser of the representations and warranties made by Purchaser herein, or any use made by Purchaser of the Beat, it being understood and agreed that Purchaser shall not be responsible for indemnifying Producer for any claim or action resulting from the breach by Producer of any of its warranties and representations hereunder.

6. Re-Recording Restriction.

Producer hereby covenants and agrees that Producer shall not produce, mix or re-mix any recording embodying the Composition hereunder for any person or entity other than Purchaser before the date which is five (5) years following the Effective Date.

7. Limitation on Liability; Disclaimer.

EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. NO WARRANTY OR TERM, EXPRESS OR IMPLIED, STATUORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE BEAT OR ANY ELEMENTS THEREOF IS GIVEN TO, OR SHOULD BE ASSUMED BY PRODUCER, AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

8. Miscellaneous.

  1. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals or representations, written, oral or otherwise, concerning its subject matter. No change or termination of this Agreement shall be binding unless it is made by an instrument signed by an authorized officer of both parties hereto. A waiver by either party of any provision of this Agreement in any instance shall not be deemed a waiver of such provision, or any other provision hereof, as to any future instance or occurrence. The parties’ rights specified hereunder are cumulative and not exclusive of any other rights that may otherwise be provided hereunder, by law, equity, statute or otherwise. Should any provision of this Agreement be adjudicated by a court of competent jurisdiction as void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder shall be effective as though such void, invalid or inoperative provision had not been contained herein.
  2. This Agreement shall be deemed to have been made in the State of New York and its validity, construction, breach, performance and operation shall be governed by the laws of the State of New York applicable to agreements made in and to be performed in New York. All claims, disputes or disagreements which may arise hereunder shall be submitted exclusively to the state and federal courts located in New York County, New York.
  3. All notices hereunder shall be sent to the respective address set for above and shall be sent either by hand or by certified mail, overnight courier or by certified mail, return receipt requested.
  4. Purchaser shall have the unrestricted right to assign this Agreement, its rights hereunder and its copyright and rights in the Beat, provided that Purchaser shall remain primarily responsible for payment of the Payment.
  5. The relationship between the parties hereunder will at all times be that of independent contractors, and nothing herein will be construed to create any partnership, joint venture, agency, employment or other similar relationship. Any payments due Producer hereunder are in consideration of the grant of rights described herein and Producer has not been engaged by Purchaser to render services. In no event will Producer assert any claim against Purchaser, or any third party deriving rights from Purchaser, to attempt to prevent the manufacture, sale or distribution of phonograph records manufactured from or otherwise exploiting the Beat or any portion thereof. Nothing herein shall make Producer a beneficiary of or a party to any recording or other agreement to which Purchaser may be party.
  6. All headings contained in this Agreement are provided for ease of reference only and shall not be deemed to effect or otherwise limit the contents of this Agreement in any way whatsoever.
  7. This Agreement may be executed simultaneously in any number of counterparts and/or with electronic, PDF, or other facsimile signatures, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Agreement. In the event this Agreement is executed through a so-called “click through”, Purchaser’s payment of the Payment shall serve as Purchaser’s signature and acceptance of the terms hereof.