FULL BUYOUT LICENSE AGREEMENT

This Full Buyout License Agreement (“Agreement”) is made and shall be effective as of the date of the last party’s signature (the “Effective Date”) by and between:

Licensor:

Mark Worthington
markworthingtonmusic@gmail.com
(“Licensor”)

Licensee:

(“The Licensee”)
The Licensee’s details will be provided below upon signature.

RECITALS

WHEREAS, the Producer is engaged in the business of producing original music tracks and Client desires to retain the Producer’s services to create original music; and WHEREAS, the Client seeks to obtain a full buyout of all rights in and to the music production created by the Producer;
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1. Scope of Work

1.1 The Producer agrees to create and produce original music tracks (the “Work”) for the Client according to the terms of this Agreement. The specific details of each track, including genre, length, instrumentation, and other production elements, will be mutually agreed upon after the signing of this Agreement.

2. Ownership and Assignment of Rights

2.1 The Producer hereby assigns, sells, and transfers to the Client all right, title, and interest in and to the Music created under this Agreement, including all worldwide copyrights, master rights, publishing rights, and any other proprietary rights.

2.2 The Client shall have the exclusive right to use, modify, reproduce, distribute, publicly perform, and otherwise exploit the Music in any media, including but not limited to film, television, online platforms, advertisements, and other forms of media, without limitation.

2.3 The Producer waives any right to future compensation, royalties, or residuals in connection with the Music once the full payment is received as per Section 3 of this Agreement.

3. Payment Terms

3.1 The total fee for the services and transfer of rights as outlined in this Agreement is $1400 USD (the “Fee”).

3.2 Client agrees to pay the entire Fee upfront upon signing this Agreement.

3.3 The Fee covers all services rendered by the Producer for creating and delivering the Music, as well as the full transfer of all rights as specified in Section 2.

4. Deliverables

4.1 The Producer will provide the Client with the final Music files in WAV format.

4.2 The Music shall be delivered in a high-quality, uncompressed format suitable for professional use.

5. Warranties and Representations

5.1 The Producer represents and warrants that:
- The Music will be an original creation and will not infringe upon any third-party rights, including copyrights.
- The Producer holds all necessary rights to transfer ownership of the Music to the Client as described in this Agreement.

6. Confidentiality

6.1 Both parties agree to keep the terms of this Agreement, as well as any proprietary information related to the Music and the production process, confidential.

7. Indemnification

7.1 The Producer agrees to indemnify and hold harmless the Client from any claims, liabilities, damages, or expenses arising out of any breach of the Producer’s representations and warranties under this Agreement.

7.2 The Client agrees to indemnify and hold harmless the Producer from any claims, liabilities, damages, or expenses arising out of the Client’s use of the Music after transfer of ownership, except where caused by the Producer’s breach of warranty.

8. Termination

8.1 Either party may terminate this Agreement upon written notice if the other party materially breaches any term of this Agreement and fails to remedy the breach within 30 days after receiving written notice of the breach.

8.2 If the Client terminates this Agreement after payment has been made but before the Music has been completed, the Producer shall retain an amount proportional to the work completed, and refund the remaining balance, if any.

9. Miscellaneous Provisions

9.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, or understandings, whether written or oral, with respect to the subject matter hereof.

9.2 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

9.3 Governing Law: This Agreement shall be governed by the laws of the State of Colorado, without regard to its conflict of laws principles.

9.4 Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

9.5 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date on which the Licensee signs below:

Licensor:

Signature:

Name: Mark Worthington

Licensee: