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Home My WebLink AboutKiller Tracks; 2016-10-21;PAGE 1 OF 5 KILLER TRACKS ANNUAL AGREEMENT Master and Synchronization Agreement Account# KT021363 This Renewal agreement (the "AGREEMENT") is made this the 21 51 of October, 2016 by and between Killer Tracks, a unit of Universal Music-MGB NA LLC, 2110 Colorado Avenue, Suite 110, Santa Monica, CA, 90404 (hereafter referred to as "KT"), and City of Carlsbad, 1200 Carlsbad Village Drive, Carlsbad, CA, 92008 (hereafter referred to as "COMPANY"). Whereas, KT is the owner or administrator of certain rights in and to the musical compositions and sound recordings (hereafter referred to as "COMPOSITIONS") in the production music libraries as listed in EXHIBIT "A" (hereafter referred to as "LABELS"). For the avoidance of doubt, the digital recordings of the COMPOSITIONS have been organized into albums (hereafter referred to as "ALBUMS") which, together, comprise the various LABELS. Whereas, COMPANY desires to license the music in the LABELS for the purpose of synchronization with COMPANY's productions (the "PRODUCTIONS"). NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, KT HEREBY GRANTS TO COMPANY THE FOLLOWING RIGHTS: 1. The non-exclusive right, license and authority to synchronize and embody those COMPOSITIONS in the LABELS with COMPANY's PRODUCTIONS, to make copies of such embodiments and to distribute such copies throughout the TERRITORY (as defined in paragraph two (2) below) subject to the terms and conditions of this AGREEMENT. COMPANY may continue to distribute such copies in perpetuity, even after termination or expiration of this AGREEMENT, so long as the PRODUCTIONS are not altered in any way (either its audio or visual parts) provided it embodies the COMPOSITIONS in the manner set forth in paragraph four (4) herein. Upon expiration of this AGREEMENT, COMPANY's ability to download (if applicable) the musical COMPOSITIONS from www.killertracks.com (the "WEBSITE") and COMPANY's ability to possess, control, use or exploit any of the COMPOSITIONS from the LABELS will terminate. To that effect, COMPANY shall, within ten (10) days of either (i) COMPANY's receipt of KT's notice of termination, or, (ii) expiration of this AGREEMENT, within ten (10) days of COMPANY's issuance of a termination notice, destroy all electronic files of the COMPOSITIONS in its possession, return to KT an executed Affirmation of Destruction and return any physical ALBUMS in a commercially acceptable condition, all at COMPANY's expense. 2. The territory (the "TERRITORY") covered by this license is COMPANY's location noted above as it relates to synchronization and pursuant to the clearances as set forth in paragraph four (4) herein as it relates to exploitation. 3. The term (the "TERM") of this license is for a period of Three (3) Years, commencing on November 20th, 2016 and ending on November 19th, 2019. 4. COMPANY agrees that use of the PRODUCTIONS embodying such COMPOSITIONS from the LABELS will be limited to the following clearances: • BROADCAST (FREE TV/RADIO/BASIC CABLE) -Local and Regional programs, promos, commercials, infomercials, and PSAs limited to COMPANY's location licensed under this AGREEMENT as specified above. DOES NOT INCLUDE EPISODIC SERIES PRODUCTIONS OR THEMES. • INTERNET-FREE DIGITAL DOWNLOADS/STREAMING-DOES NOT INCLUDE EPISODIC SERIES PRODUCTIONS OR THEMES. For purpose of this Internet Clearance, the territory is considered to be the World. • NON-BROADCAST -Audio, video, and digital media, corporate intranet, and closed circuit communications. Production not for sale to the general public. Productions requiring any clearances other than those noted above must be licensed separately from this AGREEMENT at the prevailing rate card rates. All rights not specifically granted above are reserved to KT. License application forms will be supplied upon request. COMPANY acknowledges that any further or different uses of the COMPOSITIONS in the LABELS are infringements of KT's copyrights. PAGE 2 OF 5 Account#KT021363 5. COMPANY agrees to pay KT for the rights granted herein the sum of Five Thousand Six Hundred Seventy US Dollars ($5,670.00), payable as follows: Three (3) Annual payments of One Thousand Eight Hundred Ninety US Dollars ($1,890.00) are due on 11/20/2016, 11/20/2017 & 11/20/2018, respectively. If at any time COMPANY's account becomes past due by more than ninety (90) days, and after notice of such status by KT, KT may, at its sole discretion, and in addition to any other remedies that KT may be entitled to, enlist a third party to collect monies due hereunder and COMPANY will be responsible for any and all actual legal or collection fees incurred by KT, in addition to any other monies KT may be entitled to under the law. 6. KT shall make available to COMPANY the music in the LABELS in the form of digital recordings known as ALBUMS, and any automatic updates as listed in EXHIBIT "A", which are on loan to COMPANY during the TERM hereof. Upon termination of this AGREEMENT, any temporary copies of the COMPOSITIONS made by COMPANY during the course of normal production must be returned or destroyed. 7. Upon COMPANY's request, COMPANY may preview additional ALBUMS not listed in EXHIBIT "A", at any time during the TERM of this AGREEMENT. In the event COMPANY would like to add any ALBUMS to this AGREEMENT, each additional ALBUM will be invoiced at a rate of One Hundred US Dollars ($100.00) per ALBUM for the balance of the TERM. All terms of this license shall apply to any additional ALBUMS retained by COMPANY during the TERM. 8. At the end of each calendar quarter (March, June, September and December) COMPANY agrees to supply KT with a listing of each music title used on Quarterly Music Registration Forms and/or Cue Sheets. indicating pertinent usage information for the COMPOSITIONS used in PRODUCTIONS produced both in house and out of house during the quarter. The suggested form for such reporting is attached as EXHIBIT "B". Additional copies of this form will be supplied by KT to COMPANY as requested. Any use of music not reported on a Music Registration Form or facsimile will be a material breach of this AGREEMENT and will be considered unlicensed and not be afforded indemnification as provided for in paragraph thirteen (13). 9. The LABELS are granted by the AGREEMENT to COMPANY solely for its benefit and usage. COMPANY agrees that it shall not make any copies of the COMPOSITIONS other than for COMPANY's use as permitted by this AGREEMENT. COMPANY shall not sell, lease, lend, give, physically convey, or otherwise transfer the KT ALBUMS to any person, firm or corporation without KT's prior written consent. Upon KT's request, COMPANY agrees to supply KT with an audio-video copy in a mutually agreed upon format of a specific production(s) produced by COMPANY utilizing KT's LABELS solely for the purpose of promoting its music library. 10. KT represents and warrants that it has the full right, power, and authority to make this AGREEMENT and grant the rights granted herein. Other than such limited rights of synchronization and uses designated in paragraph four (4) herein, KT reserves to itself all rights and uses of every kind and nature whatsoever in and to the LABELS including, without limitation, the mechanical and the grand and small performing rights. All other rights or uses shall be negotiated separately with KT. With respect to the performing rights, COMPANY shall negotiate directly with KT or with the appropriate performing rights society. 11. In the event that COMPANY violates this AGREEMENT or breaches any of its covenants contained herein, COMPANY, upon written notice from KT, shall have a period of thirty (30) days to materially cure such claim. If claim is not resolved during such period, the license hereunder may be terminated at KT's sole discretion. KT shall thereafter be under no obligation to license to COMPANY the use of the LABELS or any COMPOSITIONS contained therein for any purpose whatsoever. In addition to any other remedy available to KT, should COMPANY be unable to cure such claim during the thirty (30) days, KT shall thereupon be entitled to seek an injunction to enjoin COMPANY from any new use of said LABELS produced before or after notification of breach. 12. COMPANY warrants and represents that: (i) it has the right and power to enter into this AGREEMENT, and to fully perform in accordance with all of the terms hereof; and (ii) it shall comply with all applicable laws, rules and regulations in the performance of its obligations hereunder. COMPANY shall indemnify, defend and hold harmless KT from and against any loss or damage suffered by KT as a result of any use of any COMPOSITION that is inconsistent with the terms of this AGREEMENT or any breach or alleged breach of COMPANY's warranties or representations hereunder. 13. Based upon COMPANY's full and complete performance under this AGREEMENT and provided that COMPANY is not in breach of this AGREEMENT, KT agrees to indemnify COMPANY and hold it harmless from and against any and all losses and damages incurred as a result of a breach of KT's representations and warranties hereunder, provided, however, that KT's total liability for indemnification hereunder shall not exceed the amount received by KT from COMPANY under this AGREEMENT as of the date of KT's receipt of notice of alleged breach. PAGE 3 OF 5 Account# KT021363 14. This AGREEMENT shall be governed by and construed in accordance with the Laws of the State of California and the jurisdiction of any dispute hereunder shall be with the United States Court, located in Los Angeles, California. 15. KT and COMPANY shall keep confidential and not disclose to any third party the terms of this AGREEMENT without the prior written consent of the other, except that (i) the terms hereof may be disclosed, on a confidential basis, to the respective party's employees, attorneys and accountants; (ii) the terms may be disclosed in any discovery proceedings related to the lawsuits filed by or against the disclosing party, provided that commercially reasonable efforts will be made by the disclosing party to require that the terms of the AGREEMENT be maintained as confidential; and (iii), the terms may be disclosed to the extent necessary to comply with any applicable law, court order or inquiry by a taxing authority, provided that commercially reasonable efforts will be made by the disclosing party to require that the terms of the AGREEMENT be maintained as confidential. 16. The license granted herein shall not become effective for any purpose until accepted and executed by an authorized representative on behalf of COMPANY and by an authorized representative on behalf of KT, and payments are made by COMPANY as provided herein. Notwithstanding the foregoing, this AGREEMENT shall be binding upon full and complete execution by the parties hereto. Neither party may assign this AGREEMENT or any of its rights or obligations hereunder without the prior written consent of the other party, and any such attempted assignment shall be void, except that KT may, without the consent of COMPANY, assign this AGREEMENT, or any of its rights or obligations hereunder, to any party controlling, controlled by or under common control with KT, to any party as part of a sale by KT of stock or a substantial portion of KT's assets or to any party with whom KT may merge or enter any other business combination. 17. This AGREEMENT constitutes the entire agreement of the parties hereto and may not be amended except by an agreement in writing executed by the parties hereto. To the extent that the terms and conditions of this AGREEMENT conflict with another unexecuted document (i.e., purchase order, etc.) then the terms of this AGREEMENT shall prevail. COMPANY and KT agree that a faxed or emailed counterpart of the AGREEMENT evidencing the signature of a party shall be effective as an original signature for all purposes. C120Jmuo1 cab oo s rQaoage.c TITLE .. . /llcdu)Q Ray PRINT NAME DATE br. BILLING CITY Lynn Hailer-Account Executive Killer Tracks, a unit of Universal Music-MGB NA LLC Federal Tax ID 95-3104625 APP~~TOFORM ~ PAUL G. EDMONSON >J.. Assistant City Attorney City of Carls ht C-~~. BILLING STATE/PROVINCE ZIP/POSTAL CODE PAGE4 OF 5 Label Code ATMOS CHUCKD KA KAS EDGE KL KP KS KTST KT KOK MAT NM NYB xs Account# KT021363 EXHIBIT "A" Num. COs per Music Item Label Label Atmosphere Chuck D Presents Killer Animation Killer Artist Series Killer Edge Killer Latino Killer Promos Killer Scores Set Killer Stage and Screen Killer Tracks Koka Match Network Music New York Beats Match XS TOTAL ALBUM COUNT *Please make checks payable to Killer Tracks at address below* 15044 Collections Center Drive Chicago, IL 60693 Website: www.killertracks.com Phone: (800) 454-5537 1 Fax: (800) 787-2257 Updates 336 Yes 13 Yes 5 Yes 10 Yes 117 Yes 31 Yes 9 Yes 7 Yes 4 Yes 337 Yes 391 Yes 147 Yes 334 Yes 120 Yes 21 Yes 18821 PAGE 5 OF 5 QUARTER {SELECT ONE OF THE FOLLOWING) Account# KT021363 QUARTERLY MUSIC REGISTRATION FORM EXHIBIT "B" DATE: COMPANY: T. 800.454.5537 ill www.KILLERTRACKS.com Once you have completed the form, simply send it to us at: sales@killertracks.com F. 800.787.2257 ALT. F. 310.865.4470 c=J 1-MARCH c=J 2-JUNE CONTACT: D 3 -SEPTEMBER D 4-DECEMBER TELEPHONE #: COMPANY ACCOUNT#: PRODUCTION TITLE: CLEARANCE: LABEL NAME ALBUM# TRACK# #OF USES #OF TAGS Non-Broadcast I 0 Corporate Comm 1. Broadcast 0 Production for Sale 0 2. Internet 0 Other: 0 3. 4. 5. PRODUCTION TITLE: CLEARANCE: LABEL NAME ALBUM# TRACK# #OF USES #OF TAGS Non-Broadcast I 0 Corporate Comm 1. Broadcast 0 Production for Sale 0 2. Internet 0 Other: 0 3. 4. 5. -------------------------------~-------------------~---------------·----------------------- PRODUCTION TITLE: CLEARANCE: LABEL NAME ALBUM# TRACK# #OF USES #OF TAGS Non-Broadcast I 0 Corporate Comm 1. Broadcast 0 Production for Sale 0 2. Internet 0 Other: 0 3. 4. 5. For additional copies of this form, please visit http://forms.killertracks.com/qmrf/