Exclusive Rights Purchase & License Agreement

This Exclusive Royalty-Bearing License Agreement (referred to as the "Agreement") is entered into and effective as of [CONTRACT DATE] (the "Effective Date") by and between Karvin Lazare, also known as KayLaz (hereinafter referred to as the "Producer" or "Licensor"), and [CUSTOMER FULL NAME], residing in [CUSTOMER CITY, COUNTRY] (hereinafter referred to as "You" or "Licensee").

This Agreement establishes the terms and conditions under which the Licensee has purchased the sole and exclusive rights to use the Producer's instrumental music file titled [PRODUCT_TITLE] (referred to as the "Beat"). In exchange for the exclusive use of the Beat, the Licensee agrees to pay a one-time Exclusive License Fee and further agrees to the Royalty Payments as specified in this Agreement.

Upon receipt of the License Fee, the Producer shall remove the Beat from public sale and shall not grant any further licenses to the Beat. This Agreement is granted solely for the Licensee's use and is governed by all terms and conditions outlined within this document.

1) Payment, Royalties, and Termination:

a. Exclusive License Fee: The rights conferred to the Licensee by the Producer concerning the Beat are contingent upon the Licensee's prompt payment of the one-time Exclusive License Fee. This Agreement shall not be deemed valid, and no rights shall be transferred, until the full payment has been received and cleared.

b. Ongoing Royalty Obligations: In addition to the License Fee, the validity of this license is contingent upon the Licensee’s fulfillment of the royalty obligations outlined in this Agreement (including but not limited to Streaming Splits, Publishing/PRO Registration, and Sync Fees).

c. Termination for Material Breach: Should the Licensee fail to make the initial payment, or fail to account for and pay the Producer’s share of royalties as defined in this Agreement, all rights granted herein shall be forfeited. In the case of a royalty dispute or missed payment, the Licensee shall have thirty (30) days from the date of written notice by the Producer to rectify the breach. Failure to cure the breach within this period will result in the automatic termination of this License, and the Beat shall revert to the Producer.

2) Delivery and Access:

a. Delivery of Assets: Upon successful payment of the Exclusive License Fee, the Licensor shall deliver the Beat to the Licensee via a secure download link. The Licensor agrees to maintain the accessibility of this download link for a period of at least one (1) year from the Effective Date. If the download link becomes non-functional, the Licensee may contact the Licensor for an alternative delivery method, such as direct email delivery or a new secure link.

b. File Formats (Exclusive Tier): As this is an Exclusive License, the Licensor shall deliver the Beat in the highest quality formats available, which include:

• High-Quality MP3 and WAV (Stereo Mixes);
• Individual Track Stems (Separated tracks for drums, bass, melodies, etc., in WAV format).

c. Producer Tags: The Licensor shall provide both tagged and untagged versions of the Beat (or the stems necessary to remove the tag). The Licensee has the option to keep or remove the producer tag within their New Song. Regardless of whether the audio tag is used, the Licensee remains strictly obligated to provide proper written production credit as outlined in Section 5 (Producer Credit).

3) Term and Termination: 

a. Term: The term of this Agreement shall be perpetual. Unlike a lease, there are no renewal fees. Once the Exclusive License Fee is paid, the rights granted to the Licensee stay in effect for the entire duration of the copyright of the New Song, provided the Licensee remains in compliance with the royalty and credit obligations.

b. Termination of Leasing Activity: Upon the Effective Date of this Agreement, the Beat will be marked as "SOLD" in the Producer’s store. The Beat will remain visible for portfolio purposes but will be rendered non-sellable and non-downloadable to any other party. Notwithstanding the foregoing, the Licensee may request in writing that the Beat be removed from the Producer's store entirely, and the Producer shall comply within seven (7) business days.

c. Survival of Previous Leases: The Licensee acknowledges that any non-exclusive licenses (leases) sold by the Producer prior to the Effective Date of this Agreement remain valid according to their own terms. The Producer shall not be held liable for the existence of these pre-existing licenses.

4) Grant of Rights and Permitted Uses

a. Exclusive Use: The Producer hereby grants to the Licensee the exclusive, worldwide, and unlimited right to use the Beat in the creation of one (1) New Song.

b. Unlimited Distribution: The Licensee is permitted unlimited sales and unlimited streams of the New Song. This includes the right to distribute the New Song via all digital streaming platforms (Spotify, Apple Music, etc.) and physical formats (CDs, Vinyl).

c. Unlimited Performances: The Licensee is granted the right to perform the New Song publicly for-profit or non-profit, including but not limited to live concerts, festivals, and televised performances.

d. Synchronization Rights: The Licensee is granted the right to use the New Song in synchronized combination with visual images (music videos, social media content). Additionally, this license includes commercial sync rights for film, TV, and advertisements, subject to the 50/50 fee split mentioned in Section 1.

e. Modification: The Licensee may edit, loop, or rearrange the Beat as necessary to fit the New Song, provided these changes do not violate the Producer’s "Moral Rights" (i.e., using the music in a way that promotes hate speech or illegal acts).

5) Restrictions on the Grant of Rights:

a. Non-Transferable: The rights granted to the Licensee are personal and non-transferable. The Licensee may not sell, rent, or assign this license to another artist or entity without the express written consent of the Producer. (Note: This does not prevent the Licensee from signing the New Song to a record label, provided the Producer’s royalties are protected).

b. No Sublicensing for Samples: The Licensee shall not have the right to license or sublicense the Beat or the New Song for the purpose of being "sampled" by other third-party artists.

c. Unlawful Activity: The Licensee shall not engage in any unlawful activities related to the Beat, including uploading the standalone Beat to databases, peer-to-peer networks, or file-sharing services. The Licensee may only share the standalone Beat with direct collaborators (engineers, studio staff) necessary to complete the New Song.

d. Content ID and Digital Fingerprinting: * The Beat: The Licensee is strictly prohibited from registering the Beat alone with any Content ID system (e.g., YouTube Content ID, Audible Magic).

• The New Song: The Licensee may register the New Song with Content ID systems, provided that the Producer is listed as a 50% owner of the composition (Publishing).

e. Derivative Works & Ownership:

·       (i) The parties acknowledge that the New Song is a "derivative work."

• (ii) The Producer remains the sole owner of the original Beat; the Licensee owns the lyrics and vocal performance.
• (iii) Together, they own the New Song (the Master) as a joint work in a 50/50 split, unless otherwise negotiated.

6) Producer’s Rights, Ownership, and Royalties:

a. Ownership of the Beat: The Producer (KayLaz) retains 100% ownership of the original Beat (the underlying sound recording and composition). This Agreement grants the Licensee an exclusive license to use the Beat, but does not transfer the underlying copyright of the Beat itself to the Licensee.

b. Ownership of the New Song (The Master): The parties agree that the New Song (the combination of the Beat and the Licensee’s vocals/lyrics) shall be owned as follows:

• The Master Recording: Owned 50% by the Producer and 50% by the Licensee.
• The Underlying Composition (Publishing): Owned 50% by the Producer (for the music) and 50% by the Licensee (for the lyrics/vocals).

c. Copyright Registration: The Licensee is permitted to register the New Song with the Canadian Intellectual Property Office (CIPO) or the U.S. Copyright Office, provided that Karvin Lazare (KayLaz) is listed as a co-author and co-owner of the work. The Licensee shall not register the Beat alone under any circumstances.

d. Payment of Royalties: Unlike a non-exclusive lease, this Agreement is Royalty-Bearing. The Licensee is strictly obligated to account for and pay to the Producer:

• 50% of all Net Revenue generated from digital downloads and physical sales.
• 50% of all Streaming Revenue (to be handled via "Splits" on platforms like DistroKid/TuneCore where possible).
• 50% of the Writer's Share of performance royalties (collected via SOCAN/ASCAP/BMI).

e. Attorney-in-Fact: Upon request, the Licensee agrees to sign any documents (such as a Letter of Direction for SoundExchange or a Split Sheet) necessary to ensure the Producer receives their share of royalties. If the Licensee fails to do so within ten (10) days, the Producer is authorized to act as attorney-in-fact to submit these documents to the relevant authorities (SOCAN, DistroKid, etc.).

7) Producer Credit:

a. Metadata and Digital Credit: The Licensee agrees to credit the Producer as "KayLaz" in the metadata of all digital distributions. This includes listing Karvin Lazare in the "Producer" and "Songwriter/Composer" fields during the upload process (e.g., on DistroKid, TuneCore, etc.).

b. Public Credit: The Licensee shall exert best efforts to ensure that the Producer is credited as the "producer" in all public formats. The credit shall be presented in a standard industry format, such as:

• "Produced by KayLaz" * "Prod. by KayLaz"
• " [Song Name] (prod. KayLaz)"

c. Placement of Credit: Credits must prominently appear in the description of music videos (YouTube/Vevo), in the liner notes of physical media (CDs/Vinyl), and in the "credits" section of all major streaming platforms (Spotify, Apple Music, Tidal).

d. Likeness and Promotion: The Licensee is granted the right to utilize the Producer's approved name and likeness solely for promotional purposes related to the New Song. In exchange, the Producer may also use the New Song in their portfolio or "sold" catalog to promote their production services.

e. Rectification of Errors: In the event of any inaccuracies or omissions in the Producer's credit, the Licensee shall take immediate action (within 7 business days) to rectify such errors on a prospective basis.

8) Termination Rights:

a. Breach of Agreement: The Licensor shall have the right to terminate this License in the event of a material breach of this Agreement by the Licensee (including, but not limited to, failure to pay royalties or failure to provide proper credit).

b. Illegal Activity: The Licensor may terminate this License if the Licensee uses the Beat in a manner that is illegal or violates the "Restrictions" outlined in Section 5.

c. Notice and Cure Period: In the event of a breach, the Licensor shall provide written notice to the Licensee. The Licensee shall have thirty (30) days to rectify the breach. If the breach is not rectified, the Licensee must remove the New Song from all digital and physical distribution channels and cease all public access to the work.

d. Irrevocability: Provided the Licensee is in full compliance with the payment and royalty terms of this Agreement, this License is irrevocable. The Licensor cannot terminate this agreement to sell the rights to a third party, as the Licensee now holds the sole and final Exclusive rights.

9) Breach by Licensee:

a. Notice and Cure Period: In the event the Producer reasonably believes the Licensee has materially breached any provision of this Agreement (including failure to pay royalties), the Producer shall provide the Licensee with written notice. The Licensee shall have thirty (30) days from the date of receipt to cure the breach to the Producer's reasonable satisfaction. Should the Licensee fail to cure the breach, the Producer may terminate this Agreement and seek all available legal remedies.

b. Unauthorized Exploitation: If the Licensee exploits the Beat or New Song in a manner expressly prohibited by this Agreement (e.g., sublicensing the beat as a "sample" to a third party or failing to pay the 50% royalty split), the Licensee shall be in material breach. The Licensee shall be liable for monetary damages equal to the aggregate sum of all revenues, royalties, or consideration received that are attributable to such unauthorized use, in addition to any other remedies available to the Producer.

c. Injunctive Relief and Legal Costs: The Licensee acknowledges that a breach of this Agreement causes irreparable harm to the Producer. Therefore, the Producer is entitled to seek injunctive relief (such as a court order to take the song down from Spotify) to stop the violation. The Licensee agrees to indemnify the Producer against all costs, expenses, and damages, including reasonable attorneys' fees and court costs, incurred by the Producer in enforcing this Agreement.

10) Warranty of Exclusivity and Prior Licenses:

a. Warranty of Ownership: The Producer warrants that they are the sole creator of the Beat and have the full right and authority to enter into this Agreement. The Producer warrants that the Beat is being sold as an Exclusive License and that no further licenses will be granted after the Effective Date.

b. Disclosure of Prior Leases: The Producer discloses, and the Licensee acknowledges, that the Beat may have been licensed on a non-exclusive basis to third parties prior to the Effective Date of this Agreement.

c. Clean-up of Prior Licenses: As part of this Exclusive Agreement, the Producer agrees to exercise the "Termination Rights" (or "Transition of Rights") contained in those prior non-exclusive leases. The Producer will provide notice to existing leaseholders that an Exclusive License has been sold, requiring them to remove their versions of the song within thirty (30) days (or the period specified in their respective contracts).

d. Exclusive Enjoyment: Following the expiration of the transition period for prior leaseholders, the Licensee shall have the sole and exclusive right to commercially exploit the Beat, and the Producer shall assist the Licensee in clearing any "False Content ID" claims resulting from those prior leases.

11) Warranties, Representations, and Indemnification:

a. Producer’s Warranties: The Producer warrants and represents that: (i) they are the sole creator of the Beat; (ii) they have the full right and power to enter into this Agreement; and (iii) the Beat does not infringe upon any third-party copyrights (e.g., no uncleared samples were used).

b. Licensee’s Warranties: The Licensee warrants and represents that any lyrics, vocal recordings, or additional musical elements added to the Beat are original or properly licensed, and do not infringe upon the rights of any third party.

c. Mutual Indemnification: Each party shall indemnify, defend, and hold the other harmless from and against any and all third-party claims, liabilities, costs, losses, damages, or expenses (including reasonable attorney's fees) arising out of any breach of these warranties. For example:

• If the Producer used a stolen sample, the Producer pays for the legal trouble.
• If the Licensee uses lyrics that get them sued for defamation or copyright, the Licensee pays for the legal trouble and the Producer is "held harmless."

d. No Injunctive Relief Against Producer: The Licensee acknowledges that in the event of a dispute, their remedy shall be limited to monetary damages. Under no circumstances shall the Licensee be entitled to seek injunctive relief to prevent the Producer from continuing their business or production activities.

12) Acceptance of Terms and Electronic Signature:

a. Binding Agreement: The Licensee is considered to have signed, accepted, and agreed to the terms of this Agreement by paying the Exclusive License Fee to the Licensor and by electronically accepting the terms and conditions at the time of purchase.

b. Digital Signature Validity: This electronic acceptance is binding and serves as a legal signature. The parties agree that this Agreement may be executed by electronic means (including "click-wrap" acceptance or digital signature platforms like DocuSign) and shall be considered an original for all purposes.

c. No Physical Signature Required: This Agreement is valid and enforceable without the need for a physical, handwritten signature from either party.

13) General Provisions:

a. Entire Agreement: This Agreement constitutes the entire agreement between the parties, superseding all prior agreements, whether oral or written, relating to the subject matter herein. No modification or amendment shall be effective unless made in writing and signed by both parties.

b. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

c. Notice of Breach by Licensor: No failure by the Licensor to perform any obligation shall be deemed a material breach unless the Licensee provides written notice, and the Licensor fails to cure the breach within ninety (90) days.

d. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of Quebec, Canada. The parties agree that the courts of the District of Montreal shall have exclusive jurisdiction over any proceeding arising from this Agreement.

e. Compensation: The Licensee shall not be entitled to any compensation in connection with the Beat or New Song except as expressly provided in this Agreement. Conversely, the Producer’s right to 50% of all revenues (as detailed in Section 1 and 6) is absolute.

f. Notices: All notices must be sent via email to kaylaz.agreementnotice@gmail.com. Notices are effective only upon confirmed receipt.

g. Legal Counsel: LICENSEE ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL. Choosing not to obtain counsel shall not be used as a basis to challenge the validity of this Agreement.

h. Updated Copy: The Licensor shall provide a finalized copy of this agreement reflecting the Licensee's specific details via email following the purchase.

i. Choice of Language (Choix de langue): The parties hereto confirm that it is their wish that this Agreement as well as all other documents relating hereto, including notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents, y compris tout avis qui s'y rattache, soient rédigés en langue anglaise seulement.