Custom Beat Rights

Updated: November 29, 2018

EXCLUSIVE CUSTOM BEAT PRODUCTION CONTRACT

This Exclusive Custom Beat Production Contract (the “Agreement”), effective upon the date of electronic acceptance (“Effective Date”), is entered into, by and between Theseus Entertainment Limited O/A Theseus Music Group a corporation organized and existing under the laws of the Province of Ontario, Canada of main address: 2275 Upper Middle Rd East, Suite 101, Oakville, Ontario, L6H 0C3 (“Producer”) and the Client (“Client” “You” or “Your”) (each herein referred to individually as a “Party”, or collectively as the “Parties”).

FOR, AND IN CONSIDERATION OF, the premises and the mutual covenants contained herein, Producer and Client do hereby agree as follows:

1. Services

The Client hereby engages the services of the Producer to create an exclusive custom beat (Instrumental) for the Client made with samples & sounds at the Producer’s discretion. Producer hereby agrees to produce said beat Instrumental to the best of the Producer’s ability.

2. Fees

In consideration for the Producer’s services hereunder, the Client agrees to pay the Producer a fee of ($2999.00) Two Thousand, Two Hundred, and Ninety Nine US Dollars per beat instrumental created by the Producer.

3. Payment

The Parties agree that all payments payable by the Client pursuant to this Agreement shall be paid by the Client to the Producer upfront.  The full payment must be submitted by the Client to the Producer before any work is started.

Parties further agree that the fees paid by the Client under this Agreement shall not be refundable and no partial payment shall be allowed. Client understands and expressly agrees that any custom order placed with the Producer shall not be subject to cancellation. All sales are final, no refunds provided.

4. Ownership

Upon production and purchase of the Instrumentals, the Client shall have exclusive 100% rights over the Instrumentals and unlimited use in any commercial means. All right, title and interest in and to any and all Instrumentals, shall vest with Client. The Producer shall no longer be able to resell it and shall not put that Instrumental on any website or online marketplace. The Instrumental will not be sold or leased to any other Client.

5. Royalty-Free

The Client shall be the exclusive author of the Instrumentals and the absolute owner of all rights therein including any copyrights in the Instrumentals. The Client shall not be required hereunder to pay any royalty based on net sales or sub-license revenue generated from the exploitation of the Instrumentals or otherwise.

6. Delivery of the Instrumentals

The Producer shall deliver the Instrumentals to the Client in an untagged master MP3 file + an untagged master WAV file + tracked out WAV files. The Instrumentals shall include both the sound recordings and any underlying music compositions embodied therein. The Instrumental file(s) shall be delivered digitally.

7. Scheduled Delivery Date

The Instrumentals shall be produced within thirty (30) days from the date of order by Client and extended by mutual agreement in writing by both parties.

8. Performance Rights

The Client shall have an unlimited right to use the Instrumentals in unlimited profit performances, shows, or concerts. The Client is also permitted to earn an unlimited fee in compensation for ticket sales using the Instrumentals in said performances.

9. Synchronization Rights

The Client shall have an unlimited right to copy, perform, edit and/or loop portions of, record on film, video, digital animations, and video games (collectively, “Projects”) and use the Instrumentals in synchronization or timed relation with the productions in unlimited projects.

10. Broadcast Rights

The Client shall have an unlimited right to broadcast or air the Instrumentals on an unlimited number of radio stations or station channels, respectively.

11. Credit

The Client shall acknowledge the original authorship of the Instrumental appropriately and reasonably in all media and performance formats by acknowledging the relevant author, Theseus Music Group in writing where possible and vocally otherwise.

12. Revisions

Should the Client wish to raise any disagreement with the Instrumentals by the Producer, the Client is entitled to request the Producer to make revisions to the Instrumentals up to Client’s satisfaction at no further cost. Both Parties agree that once an Instrumental is approved and finalized, any proposed changes to the Instrumental thereafter, shall be at a fee set by the Producer.

13. Indemnification

Accordingly, the Client agrees to indemnify and hold the Producer harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable attorney’s fees, arising of or resulting from a claimed breach of any of the Client’s representations, warranties or agreements hereunder.

14. Termination

The Producer and or the Client may at any time terminate production of the Instrumentals. In the event the Producer or the Client terminates production of Instrumentals, the Client must pay the Producer all monies owed for any and all work performed by the Producer in accordance with this Agreement.

Termination by either party must be in writing.

Termination of production of the Instrumentals, shall not in any way alter, amend, or eliminate any rights the Producer or the Client may have to royalties, publishing, applicable credit for recording, producing, engineering, song ownership, or any other rights, privileges or benefits allowed by state or federal law.

15. Miscellaneous

The Producer and the Client acknowledge and agree that this Agreement between them may not cover every situation and circumstance that may arise in the future concerning the Instrumentals. In such an event, the Producer and the Client agree to discuss and negotiate any such situation or circumstance in good faith, towards the goal of reaching a mutually satisfactory resolution thereof, consistent with the spirit and intent of this Agreement.

If any paragraph or clause of this Agreement is found to be unenforceable, the remaining clauses or paragraphs shall be unaffected and shall remain in full force and effect.

This Agreement is governed by and shall be construed under the laws of the Province of Ontario and the laws of Canada applicable therein without regard to the conflicts of laws and principles thereof.  The prevailing party to any dispute relating to the terms of this Agreement shall be entitled to reasonable attorney’s fees and costs incurred.

This Agreement shall be binding upon, and inure to the benefit of, the successors, assigns, heirs and personal representatives of the Client.

This Agreement replaces and supersedes any and all prior negotiations, understandings and agreements between the parties here to, with respect to subject matter hereof.

This Agreement may not be altered without the expressed written consent of all parties involved.