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Composer hereby grants, assigns and delivers to Publisher, its successors and assigns, all of Composer’s right, title, and interest throughout the world in the original musical compositions written and composed by Composer. (hereinafter collectively referred to as the “Composition”), including the title, words and music thereof, all worldwide rights therein, all copyrights therein and thereto, all registrations with respect thereto, and the exclusive right to secure copyrights and any extensions and renewals of copyrights in the same and in any arrangements and adaptations thereof, all throughout the world, and any and all other rights, claims and demands that Composer now has or to which Composer might be entitled or that Composer hereafter could or might secure throughout the world with respect thereto if these presents had not been made, and to have and to hold the same absolutely and forever unto Publisher, its successors and assigns, subject only to any existing agreements between Composer and Publisher and Composer’s performing rights affiliate.Composer hereby warrants and represents that the Composition is an original work, that neither the Composition nor any part thereof infringes upon the title, literary or musical property or copyright of any other work nor the statutory, common law or other rights (including rights of privacy) of any person, firm or corporation, that Composer is the sole writer and composer and the sole owner of the Composition and of all the rights therein, that Composer has not sold, assigned, transferred, hypothecated or mortgaged any right, title or interest in or to the Composition or any part thereof or any of the rights herein conveyed, that Composer has not made or entered into any Agreement with any other person, firm or corporation affecting the Composition or any right, title or interest therein or in the copyright thereof, that no person, firm or corporation other than Composer has or has had claims or has claimed any right, title or interest in or to the Composition or any part thereof, any use thereof or any copyright therein, that the Composition has never been published, that Composer has full right, power and authority to make this present instrument of sale and transfer and that the Composition is not subject to a controlled compositions clause.In consideration of this Agreement and of the rights and interests hereby conveyed and granted, and following recoupment of any and all chargeable expenses or other recoupable amounts, Publisher agrees to pay to Composer royalties in respect of the Composition(s), provided Composer is not in material breach of the terms of this Agreement.
This License provides the limited right to reproduce, publicly display and distribute the Authored Work only for the agreed upon terms set forth in this Agreement and signed by both Parties. The Authored Work used for any purpose not directly related to these terms must be with the express written permission of the Licensor and may include the payment of additional fees unless otherwise agreed to in writing. Licensee may use the Authored Work however they see fit, as long as their use is otherwise within the bounds of this Agreement. Licensee shall pay to Licensor a royalty The Licensee may freely make modifications to the Authored Work without any prior approval from the Licensor. If the Licensee fails to abide by the obligations of this Agreement, including the obligation to make any royalty payments when due, the Licensor shall have the option to cancel this Agreement by providing 30 days' written notice to the Licensee. The Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default. The term "Confidential Information" refers to any information or materials that are proprietary to the Licensor, whether or not owned or developed by the Licensor, and which the Licensee may obtain through any direct or indirect contact with the Licensor or the Authored Works. Regardless of whether specifically identified as confidential or proprietary, Confidential Information" shall include any information provided by the Licensor concerning the business, technology, and information of the Licensor and any third party with which the Licensor deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code, object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and client lists. The nature of the information and the manner of the disclosure are such that a reasonable person would understand it to be confidential. This license shall not limit rights and public rights under this License. Neither Party makes any warranties with respect to the use, sale, or other transfer of the Authored Work by the other Party or by any third-party, and accepts the product "AS IS."In no event will we be responsible for direct, indirect, special, incidental, or consequential damages that are in any way related to use of the Authored Work. This Agreement shall be binding on any successors of the Parties. Neither Party shall have the right to assign its interests in this Agreement to any other Party, unless the prior written consent of the other Party is obtained. This Agreement may be terminated by either Party, by providing 30 days' written notice to the other Party. The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision, shall be deemed to be written, construed, and enforced as so limited. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver, or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement, shall be governed by the laws of the State of California.