LICENSING AGREEMENT
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PARTIES TO THE AGREEMENT– This is a legal agreement between you (hereinafter known as "Licensor") and Kesseny ltd, (hereinafter known as the Licensee) to provide Licensor's audio content for sale by Licensee as royalty free music.
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RECORDED CONTENT – You, the Licensor hereby warrant and represent that you are the sole and exclusive owner and publisher of all rights, including valid copyright, in the sound recordings and, if applicable, the underlying musical compositions as recorded which will be provided to Licensee by Licensor (hereinafter to be referred to as the "Recorded Content"), or that you fully control the publishing of the Recorded Content and are authorized by the copyright holder(s) to publish the Recorded Content to the licensee for re-licensing by clients of Licensee. At all times Licensor will retain full ownership of their Recorded Content.
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GRANT OF RIGHTS - Licensor grants to Licensee the non-exclusive and non-assignable right to represent and sub-license on a worldwide basis the Recorded Content for inclusion in Licensee's client’s commercial and non-commercial projects (such as but not limited to use as background music in commercial buildings, background music in TV shows, commercials, movies, games, multimedia projects & theatrical productions.) on a royalty free basis. This means that you will be paid a fee for the license of your music and will gain no additional royalties for use of the recorded content or composition for use by clients of the licensee and also for broadcast or public performance of your Recorded Content.

Licensing marketing and operations shall occur via Licensee's web sites & direct to clients as well as via distributors and partners. You will gain a secure access to monitor sales. Licensee may also use the Recorded Content to advertise and promote Licensor's music libraries to attract clients to license yours and other Licensee's Recorded Content.

This agreement is a non-exclusive agreement whereby you retain your copyright and are able to license and sell your music anywhere else, subject to any other agreements are not in conflict with this agreement.
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PRICING - The Licensee runs a fixed pricing strategy based on competitive analysis of the market and demand for different types of music (e.g. genre, length and quality) within different markets and for different licensing uses. Therefore prices match market demand & vary in size depending on use.
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COMMISSION PAYMENTS - Licensee shall pay to Licensor 50% of gross licensing revenue to Licensor ltd attributable to the licensing by clients of Licensee of the Recorded Content. Up to 20% additional commission can be earned with an affiliation agreement that is applied for separately at each Licensor web site with an affiliation system in place. An Licensor can earn an ADDITIONAL 5% for a link from their home page for a site with a Google page rank of 0 - 3, 10% for a site with a page rank of 4, 15% for a page rank of 5 and over. Payment to Licensors is via Paypal and quarterly in arrears. Payment will be made to a single representative who will take responsibility to transfer any share of the earnings to any other party.
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ROYALTY WAVER - Licensor hereby waives:

(i) any mechanical rights fees which might otherwise be payable as the result of any use, including duplication, of all or a part of the Recorded Content by Licensee or by any client in connection with the auditioning & sale of Recorded Content, and

(ii) any performing rights fees which might otherwise be payable as the result of any electronic transfer, transmission or other performance or distribution in connection with an audition, sale or use of all or a part of the Recorded Content to any Licensee client & Licensee and

(iii) any additional compositional rights fees which might otherwise be payable as the result of any electronic transfer, transmission or other performance or distribution in connection with an audition, sale or use of all or a part of the Recorded Content to any Licensee client & Licensee.
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The royalty fee payable to Licensor by Licensee as a result of licensing Licensor's Recorded Content shall include all compensation due to Licensor which will include all payments due to individual producers, the performers, engineers, and any other persons engaged in connection with the Recorded Content. Licensor hereby waives any right to any other compensation, other than the Licensee earnings. Licensor will be solely responsible for payment of all above stated royalties agreed within any other contracts the Licensor has agreed to previously or in the future and will indemnify Licensee and hold Licensee harmless against any and all losses, damages, costs or claims made by any parties resulting from sale and licensing hereunder.
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DISABLING RECORDED CONTENT - Individual Recorded Content may be requested to be disabled for licensing by Licensor at any time should Licensor wish to enter into an exclusive agreement for a Recorded Content with some third party. Licensor must contact Licensee via email and provide a 30-day advance notice in the event is to be disabled. Recorded Contents will be removed from all web sites within a reasonable timescale. Recorded Contents will be removed from all submissions to clients and ongoing contracts at the time of renewal or earlier subject to available replacements.
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CONFIDENTIALITY - All communications between Licensee (and any staff members at Licensee) and Licensor will be held in strict confidence at all times. You recognize that any breach or disclosure of confidential information to unauthorized parties will result in irreparable injury to Licensee and that monetary damages alone will be an inadequate remedy in such case, and receiver therefore agrees that Licensee may, if it so elects, institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this agreement, or to enforce the specific performance of this agreement by you, or to restrain or enjoin you or any person associated with you from all activities in violation of this agreement. Licensee shall be entitled to recover any and all costs and expenses, including, without limitation, reasonable attorney’s fees in enforcing this agreement and the provisions of this agreement against receiver.
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Licensor indemnifies, and shall hold harmless Licensee from all loss, damage and expense (including reasonable attorney’s fees) arising out of or connected with any claim by a third party which is inconsistent with any of Licensor’s warranties in this agreement, or by reason of any adjudication invalidating the Licensor’s copyrights in the Recorded Content which results in a final, adverse, non-appealable judgement or a settlement entered into with Licensor’s consent.
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GENERAL – The term of this agreement is one year, and will automatically renew for each year unless either party wishes to discontinue and notifies the other party in writing via email three months in advance. For purposes of clarification, either party may terminate this license Agreement after the first year at any time subject to the 3 month notice provision as set forth in this Agreement. This Agreement is non-assignable and shall be binding upon the heirs, successors and legal representatives of each of the parties hereto. This License Agreement is made in the United Kingdom, and shall be governed by and construed in accordance with the laws of the United Kingdom. Any cause of action of customer or its designated users with respect to this agreement must be instituted within one year after the claim or cause of action has arisen or further action is barred. This agreement represents the full and complete understanding between the parties. If any clause of this agreement is held to be invalid, the agreement continues in effect with all other clauses in effect.
--UPDATED 4th MAY 2011--