Licensing

Work For Hire Agreement

Dated as of [date this form is submitted]

This work-for-hire acknowledgment by [name entered in the form below] (hereafter known as “WORK FOR HIRE MUSICIAN/VOCALIST”) is in connection with certain recording project(s) ("Project(s)") involving the production of musical composition(s) by Jonathan Kohen (hereafter known as “ARTIST”) in the creation of Master(s).  It is hereby acknowledged that I performed services as a session musician for the entire Project.

1.  Ownership of the Master(s):

I, for good and valuable consideration in the amount of $1, (receipt of which is hereby acknowledged), certify and agree that all of the results and proceeds of the services of every kind heretofore rendered by me in connection with the Masters created for ARTIST  is and shall be deemed a work "made-for-hire" in that (i) it is prepared within the scope of my employment hereunder and/or (ii) it constitutes a work specifically ordered by ARTIST for use as a contribution to a collective work.  Accordingly, I further acknowledge, certify and agree that ARTIST is and shall be deemed the author and/or exclusive owner of all of the foregoing for all purposes and the exclusive owner throughout the world of all the rights of any kind comprised in the copyright thereof (expressly including the copyrights in and to the Masters and any renewal or extension rights in connection therewith, excluding only the copyright in the collective work embodied on the Masters), and of any and all other rights thereto, and that ARTIST shall have the right to exploit any or all of the foregoing in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all configurations as ARTIST determines. I hereby irrevocably and unconditionally waive any and all moral and like rights that I may have in the Masters and the performances and/or the musical compositions embodied therein and I hereby agree not to make any claim against ARTIST or any party authorized by ARTIST to exploit the Masters based on such moral or like rights.  To the extent that I may be deemed the "author" of the Masters, I hereby grant and assign to ARTIST all rights of every kind and nature whether now or hereafter known or created (and so far as may be appropriate by way of immediate assignment of future copyright) throughout the universe in perpetuity and, in connection therewith I hereby grant  to ARTIST the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if I shall fail to execute same within five (5) days after so requested by ARTIST.   In connection therewith, I hereby grant to ARTIST the exclusive worldwide right in perpetuity to manufacture, sell, synchronize, reproduce, adapt, distribute, transmit, communicate and otherwise use the Masters in any form and by any method now or hereafter known, including, without limitation, via cable transmission, satellite transmission, electronic transmission, transmission via the Internet (including any promotional or commercial downloads),  and advertise phonograph records or other reproductions (visual and non-visual) embodying the  Masters, to lease, license, convey or otherwise use or dispose of the  Masters by any method now or hereafter known, in any field of use, to release phonograph records or other reproductions embodying the Masters under any trademarks, trade names, or labels, to perform such phonograph records or other reproductions publicly, and to permit the public performance thereof by means of  radio or television broadcast, cable transmission, satellite transmission, electronic transmission,  or any other method now or hereafter known, all upon such terms and conditions as ARTIST may approve, and to permit any other person, firm, or corporation to do any or all of the foregoing or may refrain from doing any and all of the foregoing.

2. Name and Likeness:

I hereby grant to ARTIST the right to issue and authorize publicity concerning me and to use my name, voice, likeness and biographical data in connection with the distribution, exhibition, advertising, synchronization and exploitation of the Masters produced during the Project.

3. AFM or other Union Obligations:

I understand and agree that this agreement is not subject to any collective bargaining agreements, since I am not a Union member or a party to any collective bargaining agreements that might apply to the services provided herein, or I am a union member and have provided services outside of union regulations (waiving union rates) and I understand that the recording sessions paperwork will not be filed with the Union. As such, I understand that I will not receive any further fees (other than the consideration listed above) in connection with the exploitation of Masters that would normally be collected by the Union on my behalf such as “New Use” and “Re-Use” fees.

4. Indemnification:

I hereby agree to and do hereby indemnify, save, and hold ARTIST harmless from all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorney’s fees) arising out of or connected with any claim, demand, or action by a third party which is inconsistent with any of the warranties, representations, or covenants made by me in this acknowledgment provided same are reduced to a final judgment, arbitration, or settlement made with my prior written consent, which consent shall not be unreasonably withheld.  I agree to reimburse ARTIST, on demand, for any payment made by ARTIST or ARTIST’s designee(s) at any time with respect to any such damage, liability, cost, loss or expense to which the foregoing indemnity applies.

5. Ownership of Musical Composition(s):

The services rendered by me shall be deemed not to be a contribution to the writing of any music or any lyrics embodied in the underlying musical compositions contained on any of the Masters, and I hereby waive any and all rights with respect to the copyright of any underlying musical compositions embodied on the Masters.   Accordingly, I agree not to make any copyright claim for authorship or any portion thereof, including any claim for authorship of the lyrics, the music or both.

6. Warranties and Representations:

I hereby agree that I shall not have or be deemed to have any lien, charge, or other encumbrance upon any of said rights conveyed to ARTIST herein or proceeds derived therefrom, and that, as between ARTIST and me, no act of or omission by me, nor any other act, omission or event of any kind, shall terminate or otherwise adversely affect ARTIST’s ownership of the rights conveyed herein.  My sole remedy for any such breach or alleged breach shall be an action at law to recover such damages as may have been actually suffered by me as a result thereof.

7. Governing Law:

This acknowledgment shall be governed by the laws of the Commonwealth of Massachusetts, and any dispute arising out of or relating to it shall be brought in the state or federal courts located in Massachusetts.

Executed as of [date this form is submitted]