Synch & Performance License for Use of a Composition on a Soundtrack

Do you need a license to use a composition or music on a sound track? Before answering this question, one should understand multiple music copyrights including:

· Composition

· Lyrics

· Recording by an artist

Unless, music is composed as “Work-made-for-Hire”, where the music composer composes the music as directed by the producer or compose as an employee of the motion picture production company, the film maker can not use, other music composed by the composer in the motion picture sound track. The film maker can only use nusic composed as “Work-made-for Hire” in a sound track without the copyright transfer by the music composer. But if music is composed otherwise then, the film maker should sought copyright transfer from the composer, through Performance, Synchronization, Mechanical and Publishing licenses agreement..

Performance License: Performance rights come into existence, where the music composition in the film is used for public audience via broadcast or cable cast. To use the music publicly, the film maker should get the Performance License from the Copyright owner of the music or his representative.

Synchronization or “sync” License: When recorded music is used in combination of visual image or audio-video form as part of a motion picture, then Synchronization or “sync” License is required from the music composer. Mostly music in a motion picture is recorded in synchronized or r in the timed relation as required with the visual image. Sync License allows a motion picture producer to use previously recorded and published composed music in time relation with visual image in the motion picture.

If music is used without the permission of the copyright holder then this may be copyright law violation and draws infringement claims from the composer.
It is also necessary for the film maker to note, which rights have been licensed by the music owner that can be used by the film maker in a sound track. Such knowledge will act as a safeguard from the copyright law violation infringement claim. The music owner also should understand his ownership rights, because if he comes up with any hit songs, which is required by the motion picture producer, then he can earn hefty sum of money through copy right transfer through these licenses.

Movie Synchronization, Performing Rights
And Soundtrack License Agreement

THIS MOVIE SYNCHRONIZATION, PERFORMING RIGHTS AND SOUNDTRACK
LICENSE AGREEMENT ("Agreement") is made effective March ____, 2005 by and between
DESIGNS OF FUTURE WORLDS, LLC, located at 22303 Wick Road, Taylor, Michigan 48180
("Producer") and the persons listed below. In consideration of the respective covenants contained herein, Producer, on the one
hand, and Lyrics Composer, Music Composer, Performer, Publisher and Recording Company,
on the other hand (“collectively, Licensors”), all intending to be legally bound hereby, agree as
follows:

1. Composition. The musical Composition covered by this license is
____________________________________________________________ (“Composition”).

2. Motion Picture. The present working title of the motion picture in which Producer
may use the Composition is Shadows on the Wall. As used in this Agreement, the term "Motion
Picture" refers to Shadows on the Wall and all versions now or hereafter in existence, whether
in English or foreign language, television, or any other form (but not including remakes or
sequels), and also includes all trailers, promotional films, television and radio spots, clips and
excerpts of said Motion Picture or any version thereof.

3. Territory. The territory covered by this license is universal. This license shall
remain in effect for the duration of all copyrights in the Composition, including all renewals and
extensions, without Producer having to pay any additional consideration to Licensors.

4. Compensation to Licensors. In consideration of Licensors’ granting of the license
set forth in this Agreement to Producer, if the Composition is actually used in the Motion Picture,
Producer shall pay Licensors a fee in the amount of 2% percent (divided by the number of
songs used in the movie) of all net profits, if any, actually received by Producer from the Motion
Picture. Producer shall pay Licensors a fee in the amount of 70% percent (divided by the
number of songs used on the soundtrack) of all net profits, if any, actually received by Producer
from the soundtrack. Producer has sole discretion regarding all aspects of the production,
editing, promotion and distribution of the Motion Picture and/or Soundtrack, including whether or
not to commercially distribute the Motion Picture and/or Soundtrack. Net profits shall be defined
as gross revenues actually received by Producer related to the Motion Picture and/or
Soundtrack, minus any and all costs of any kind incurred by Producer relating to the production,
editing, promotion and distribution of the Motion Picture and/or Soundtrack. All payments for reuse,
new-use, and all residual payments of any kind related to this use of the Composition are
included in this compensation.

All payments shall be made by Producer to ____________________________ as
paying agent for all of Licensors. Licensors may then allocate and distribute the payments from
Producer among themselves according to their own agreements.

5. Grant of License. Licensors hereby grant to Producer, its successors and
assigns, the following rights:

a. Synchronization. The non-exclusive, limited right, license, privilege,
and authority to record in any manner, medium, form or language, in
each country of the territory the aforesaid type and use of the
Composition in synchronism or in timed-relation with the Motion
Picture, but not otherwise, and to make copies of such recordings in
the form of negatives and prints necessary for theatrical exhibition or
broadcast on television as hereinafter provided for, and to import said
recordings and/or copies thereof into any country throughout the
territory all in accordance with the terms, conditions and limitations
hereinafter set forth;

b. Theatrical Performance. The non-exclusive, limited right and license
to publicly perform for profit or nonprofit and authorize others so to
perform the Composition in the exhibition of the Motion Picture to
audiences in motion picture theaters and other places of public
entertainment where motion pictures are customarily exhibited
throughout the world (including the right to televise the motion picture
into such theaters and other such public places);
c. Non-Broadcast Performance. The non-exclusive, limited right and
license to publicly perform and authorize others so to perform in all
form and media of distribution and exhibition of the Production for socalled
Non-Broadcast (Non-Theatrical) exhibition (including, without
limitations, educational, institutional organizations, in-flight or in-transit
distributions, corporate locations and U.S. military bases.

6. Television Performance. The exhibition of the Motion Picture in the United States
by means of television (other than as described in subparagraph 5(b) herein above) including by
means of "pay television," "subscription television," "CATV," and "closed circuit" into homes
television, is subject to the following:

a. The Motion Picture may be exhibited by means of television by
network, non-network, local or syndicated broadcasts, “pay
television,” “subscription television” and “closed circuit” provided that
such television stations have valid performance licenses therefor from
the American Society of Composers, Authors and Publishers
(ASCAP) or Broadcast Music, Inc. (BMI), from Licensors, or from a
person, firm or corporation having the legal right to issue such license.

b. It is agreed that public performance of the Motion Picture in such
portion of the territory as is outside of the United States, will be in
accordance with their customary practices and the payment of their
customary fees.

7. Videograms. Licensors also grant to Producer the non-exclusive, limited right to
reproduce the Composition, as recorded in the Motion Picture in audiovisual devices, whether
now known or hereafter devised, including, but not limited to, videocassettes and videodiscs,
manufactured primarily for distribution for the purpose of “home use” (“Videograms”) and to
distribute them by sale or otherwise in each and every country of the territory for any and all
purposes now or hereafter known, without Producer having to make any additional payments
therefore.

8. Soundtrack Recordings. Licensors also grant to Producer the non-exclusive,
limited right to reproduce the Composition in sound recordings of all or part of the Motion Picture
(including soundtrack albums, promotional CDs, and any and all methods of sound recording)
either separately or jointly from actual positive prints of the Motion Picture and directly
integrated media (such as digital recordings to be used in theaters as part of a theater digital
sound reproduction system). All payments for such use of sound recordings of the Composition
are included in the compensation to be paid to Licensors under Section 4 of this Agreement.

9. Limitations. This license does not authorize or permit any use of the
Composition not expressly set forth herein and does not include the right to alter the
fundamental character of the music of the Composition, to use the title or subtitle of the
Composition as the title of any motion picture, to use the story of the Composition, or to make
any other use of the Composition not expressly authorized hereunder.

10. Promotional Use. The recording and performing rights hereinabove granted
include such rights for air, screen, television and audiovisual trailers, promotions and
advertisements for the promotion or exploitation of the Motion Picture in all media now known or
hereafter devised.

11. Time Limitation. The recording and performing rights hereinabove granted shall endure for the worldwide period of all copyrights in and to the Composition and any and all renewals or extension thereof without Producer having to pay any additional consideration therefor.

12. Ownership. Licensors each warrant and represent that Licensors have the right to grant this license, that Licensors own and control one hundred percent (100%) of the right, title and interest in and to the Composition, and that the use of the Composition by Producer will not violate the rights of any third party. Licensors shall indemnify, defend and hold Producer,
and its successors and assigns, harmless against any and all costs, losses, damages and expenses (including reasonable attorneys fees) arising out of any breach or failure of any warranties or covenants made by Licensors in this Agreement.

13. Reservation of Rights. Licensors reserve all rights not expressly granted to Producer hereunder. All rights granted hereunder are granted on a nonexclusive basis.

14. Binding Effects. This license is binding upon and shall inure to the benefit of the
respective heirs, representatives, successors and/or assigns of the parties hereto.

15. Default. No failure by Producer to perform any of its obligations hereunder shall constitute a breach of this license, unless Licensors have given Producer written notice of such non-performance and Producer fails to cure such non-performance within thirty (30) days of its receipt of such notice. Licensors’ rights and remedies in the event of a breach of this license
shall be limited to Licensors’ right, if any, to recover damages in an action at law.

16. Credits. Producer agrees to give credit to Licensors, in the end credits of the Motion Picture, and on the jacket of any soundtrack recording, as specified in Exhibit 1.

17. Residuals. All payments for re-use, new-use, and all residual payments of any kind related to this use of the Composition are included in the compensation to be paid to Licensors under Section 4 of this Agreement.

18. Governing Law. This license shall be governed by and subject to the laws of the State of Michigan.

19. Entire Agreement. This represents the entire agreement between Licensors and Producer with regard to the use of the Composition in the Motion Picture.IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day

and year first above written.

AGREED TO AND ACCEPTED:

DESIGNS OF FUTURE WORLDS, LLC

By:

Douglas J. Struble, Member

Lyrics Composer