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Music Box License Agreement

AGREEMENT, dated as of [Date], by and between [Name], with its principal office at [Address], hereinafter referred to as "Owner", and [Name], with its principal office at [Address], hereinafter referred to as "Maker" agree as follows:

WHEREAS, Owner owns the copyrights in the song [Title] the "Song", including the exclusive right to license the reproduction of the Song; and

WHEREAS, Maker desires to obtain from Owner a license to use the Song in connection with the manufacture and sale of Music Boxes.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties agree as follows:

1. Owner grants to Maker, upon the terms and conditions set forth in the Agreement, the right and license to use the Song in connection with the manufacture, distribution, and sale of the Music Box in the United States; provided, however, this license does not permit Maker to use the music and/or lyrics of the Song in connection with any advertising of the Music Box.

2. The term of this Agreement shall be for the life of the Music Box, but no longer than [Date]. However, either party may terminate this Agreement upon [--] days written notice to the other.

3. (a) Maker agrees to pay Owner a royalty equal to [--%] percent of amounts received from the sale in the United States, payable quarterly within [--] days after the end of each quarter. For purposes of this Agreement, the term "amounts received" shall mean the amounts Maker invoices to its customers or distributors for the music boxes.

(b) Timely and accurate payments shall be of the essence of this Agreement. Owner shall have the right, upon [--] days prior written notice, and during ordinary business hours, to audit Maker's books and records (insofar as they relate to the subject matter of this Agreement), which shall be kept in accordance with generally accepted accounting principles and maintained at Maker's principal place of business.

4. The following copyright notice must appear on the packaging of the Music Box so long as the Song [Title] is used:

Words by:

Music By:

Copyright (c) [Year] [Company]. All Rights Reserved. Used By Permission

5. Maker's exercise of the license granted by Owner under this Agreement shall constitute Maker's warranty and representation that Maker then has all rights necessary for the manufacture, distribution and sale of the Music Boxes. Maker agrees to indemnify and hold Owner harmless against any loss, damage, or liability, including reasonable attorneys' fees and court costs, arising out of a breach of said representation and warranty. Owner shall similarly indemnify Maker with respect to Owner' rights in and to the Song.

6. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

7. Headings. The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof.

8. Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.

9. Entire Agreement. This Agreement including any attachments is the entire agreement between the parties and there are no other promises or conditions in any other written agreement.

10. This Agreement supersedes any prior oral agreements between the parties.

11. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.

12. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.

13. Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.

14. Applicable Law. This Agreement shall be governed by the laws of the State of [State].

15. Time of The Essence. Time is the essence of this agreement.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].

Signature

Name of Owner

Signature

Name of Maker

This Section for Notary:

Acknowledgment

STATE OF -------)

) ss: [Date]

COUNTY OF ------)

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

[Signature]

[Name of Notary Public]

My commission expires: [date]

(Seal)