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Iconic Rap Beat Breakdown: Crafting Timeless Hip-Hop Rhythms

Iconic Rap Beat Breakdown: Crafting Timeless Hip-Hop Rhythms

The influence of a powerful rap beat is unmistakable in the realm of music. It is the backbone upon which the genre of rap is built, providing rhythm and energy that resonates with audiences worldwide. Iconic rap beats from classic tracks have shaped not only the sound of hip-hop but also its cultural impact. These beats are often characterized by their distinctive bass lines, drum patterns, and innovative use of samples that set the stage for emcees to deliver their rhymes.

A turntable spins with vinyl, emitting an iconic rap beat

Producers in the world of rap have become almost as celebrated as the artists they collaborate with, thanks to their creativity in crafting these enduring rhythms. They sample from a diverse array of sources, melding sounds from old funk, soul, and R&B records with contemporary beats to create fresh, engaging audio canvasses. This process has resulted in some of the most memorable and influential beats that have withstood the test of time, influencing countless other artists and producers across various music genres.

The impact of these iconic rap beats extends beyond music, influencing fashion, language, and lifestyle, thus cementing their place in cultural history. Analyzing these beats provides insight into the technical prowess and artistic vision required to make music that not only moves the crowd but also drives the evolution of the musical landscape. With each new generation of producers and artists, the legacy of these beats continues to be reinterpreted and reimagined, ensuring the vibrancy and progression of the hip-hop genre.

Evolution of Iconic Rap Beats

A turntable spins, headphones rest on a table, while a soundwave diagram of a rap beat is displayed on a computer screen

Iconic rap beats have continuously evolved, reflecting transformations in production technology, cultural shifts, and artistic innovation. The rhythm and complexity of these beats have marked distinct eras in hip-hop history.

Golden Age of Hip Hop

During the Golden Age of Hip Hop, from the late 1980s to the early 1990s, beats were characterized by their heavy use of samples and breakbeats. Producers like DJ Premier and Pete Rock sourced fragments from funk, jazz, and soul records, creating rich, layered backdrops for emcees to rap over. Beats from this era, such as those in Eric B. & Rakim’s “Paid in Full” or Nas’s “NY State of Mind,” became synonymous with the sound of East Coast hip-hop. The SP-1200 and Akai MPC, sampling drum machines, were instrumental in crafting the dense, rhythmic patterns that are still celebrated today.

  • Key Instruments & Tech:
    • SP-1200
    • Akai MPC
  • Notable Producers:
    • DJ Premier
    • Pete Rock
  • Iconic Beats:
    • “Paid in Full”
    • “NY State of Mind”

Modern Trap Infusion

Advancing into the 2000s and beyond, hip-hop beats witnessed the rise of the Southern trap genre. The sound, heavily influenced by producers like Lex Luger and Zaytoven, is marked by its aggressive high-hat rolls, booming 808 kicks, and a cinematic use of synthesizers. Trap beats became the foundation for artists like T.I. and Gucci Mane, who laid their rhymes over these hypnotic, head-nodding rhythms. The modern trap sound has infused itself into mainstream rap, with artists like Drake and Future adopting its stylistic elements. Software such as FL Studio made intricate beat programming accessible to a broader range of producers, furthering the genre’s reach and influence.

  • Key Instruments & Tech:
    • FL Studio
    • Roland TR-808
  • Notable Producers:
    • Lex Luger
    • Zaytoven
  • Iconic Beats:
    • “B.M.F. (Blowin’ Money Fast)”
    • “Versace”

Characteristics of Iconic Rap Beats

A DJ spins vinyl on a turntable, creating a pulsating rhythm. A crowd sways to the infectious beat, feeling the energy in the air

Iconic rap beats often have distinctive features that set them apart and make them memorable. These beats invoke a strong sense of rhythm and are the backbone of any rap track.

Sampling Techniques

Sampling is a bedrock of rap music, where producers often incorporate pieces of other songs to create a new sound. Iconic beats generally use clever and innovative sampling choices that resonate with listeners. For instance, Kanye West’s “Stronger” samples Daft Punk’s “Harder, Better, Faster, Stronger,” which contributes to its iconic status.

Example of Iconic Beat Sample Source
“Shook Ones Pt. II” by Mobb Deep Herbie Hancock’s “Jessica”
“U.N.I.T.Y.” by Queen Latifah The Crusaders’ “Message From the Inner City”

Drum Patterns

The drum pattern provides a rap beat’s tempo and can often be as recognizable as the lyrics themselves. Iconic beats frequently have a consistent yet complex drum pattern that listeners can easily identify. A prime example is the boom-bap sound, characterized by a hard-hitting kick and snappy snare.

  • “In Da Club” by 50 Cent often lauded for its drum pattern
  • “C.R.E.A.M.” by Wu-Tang Clan notable for its stark, gritty drums

Bass Lines

Bass lines in iconic rap beats are not just a foundation — they often carry a melody that defines the beat. They tend to be robust and catchy, making them memorable. Dr. Dre’s “Still D.R.E.” features a bass line that is instantly recognizable and has become synonymous with West Coast rap.

  • Memorable Bass Line Examples:
    • A Tribe Called Quest’s “Low End Theory”
    • OutKast’s “So Fresh, So Clean”

Technological Advancements in Beat Production

Vibrant studio with high-tech equipment and glowing screens. Sound waves pulsate through the room as a rap beat takes shape

The landscape of beat production has undergone significant transformation due to the advent of new technologies. These changes have elevated the capabilities of beat makers and producers, allowing for greater precision and variety in their musical creations.

Drum Machines

Drum machines catalyzed a revolution in music production, offering an unprecedented level of control over rhythm and sound. The Roland TR-808, introduced in 1980, became one of the most influential pieces of equipment, known for its distinctive bass drum sound. It shaped the sound of various music genres, from hip hop to dance music. Later advancements led to drum machines like the Akai MPC, which integrated sampling functionality, giving producers the ability to blend recorded sounds with synthesized beats, dramatically expanding their sonic palette.

Digital Audio Workstations

Digital Audio Workstations (DAWs) have virtually democratized the music production landscape. DAWs such as Pro Tools, Ableton Live, and FL Studio provide producers with a full suite of tools for beat creation, audio recording, editing, mixing, and mastering. These software platforms continually evolve, incorporating cutting-edge plugins and sound libraries that mimic traditional instruments with stunning accuracy. They have become the central hub for modern music production, enabling artists to create professional-quality tracks from virtually anywhere.

Influential Producers

A studio with vintage equipment, mixing boards, and a turntable. Gold and platinum records line the walls, with a spotlight on a beat machine

The landscape of rap music has been shaped by a number of key producers whose beats and production styles have become legendary within the genre. These individuals have not only crafted iconic sounds but also influenced the direction of rap music as a whole.

Dr. Dre

Andre Young, known professionally as Dr. Dre, is credited with pioneering West Coast G-funk, a subgenre of hip hop. His production style is characterized by heavy bass, slow beats, and the use of synthesizers to create a melodic yet laid-back sound. Dre’s work on albums like The Chronic and Snoop Dogg’s Doggystyle has cemented his status as a foundational force in rap music.

J Dilla

James Dewitt Yancey, better known by his stage name J Dilla, is revered for his eclectic sampling and innovative beats. His approach to production was meticulous and soulful, often incorporating obscure samples. Dilla’s contributions to albums such as Tribe Called Quest’s The Love Movement and his own Donuts, showcase his nuanced and impactful style.

Metro Boomin

Leland Tyler Wayne, professionally known as Metro Boomin, has become synonymous with the Atlanta trap sound. His beats typically feature rhythmic hi-hats, deep bass, and snappy snares. Metro’s work with artists like Future and Young Thug has solidified his standing as a defining producer in modern rap.

Most Sampled Breaks and Beats

Throughout the history of hip-hop, certain breaks and beats have earned a legendary status due to their widespread use. These samples have shaped genres and helped to craft the sound of hip-hop as we know it.

The Amen Break

The six-second drum break from the track “Amen, Brother” by The Winstons is perhaps the most iconic sample in drum and bass and hip-hop music. Often simply referred to as the “Amen Break,” it has been used in countless tracks since the late 1980s.

  • Origin: “Amen, Brother” by The Winstons
  • Genres: Hip-hop, Drum and Bass, Jungle
  • Notable Uses: N.W.A’s “Straight Outta Compton,” The Prodigy’s “Firestarter”

Funky Drummer

James Brown’s “Funky Drummer” features a break that is renowned for its groove and has been a staple for producers. Clyde Stubblefield’s drums have been the backbone of songs across various genres.

  • Origin: “Funky Drummer” by James Brown
  • Genres: Hip-hop, Funk, R&B
  • Notable Uses: Public Enemy’s “Fight the Power,” Dr. Dre’s “Let Me Ride”

Impeach the President

The standout drum break from The Honey Drippers’ “Impeach the President” has been widely sampled for its crisp snare and hi-hat pattern.

  • Origin: “Impeach the President” by The Honey Drippers
  • Genres: Hip-hop, Political Rap
  • Notable Uses: NAS’s “I Can,” 2Pac’s “I Get Around”

Cultural Impact of Iconic Beats

Iconic rap beats have not only shaped musical landscapes but have also influenced social movements and propelled artists to commercial stardom.

Social and Political Influence

Iconic beats in rap often resonate with audiences due to their ability to encapsulate the social and political climates from which they emerge. N.W.A’s “Straight Outta Compton” laid down a soundscape that voiced the frustration and aspirations of an entire generation, while Public Enemy’s “Fight the Power” became synonymous with empowerment and resistance. Such tracks have transcended entertainment, serving as anthems during rallies and protests.

  • Kendrick Lamar’s “Alright” emerged as a rallying cry during the Black Lives Matter movement, symbolizing hope and perseverance amidst adversity.
  • Eminem’s “Lose Yourself” encapsulated the struggles of overcoming challenges, becoming an emblem of personal triumph for many.

Commercial Success

The commercial success of rap beats is seen through chart-topping hits and the crossover into various forms of media. Dr. Dre’s “Still D.R.E.” remains a staple in hip hop, showcasing how iconic beats can influence decades of music listeners and creators, while The Sugarhill Gang’s “Rapper’s Delight” broke barriers as a rap song that achieved significant mainstream popularity.

Top Grossing Rap Beats

Year Beat Artist Commercial Performance
2003 “In da Club” 50 Cent Over 6 million copies sold
2010 “Love the Way You Lie” Eminem feat. Rihanna Over 12.5 million copies sold
2019 “Old Town Road” Lil Nas X feat. Billy Ray Cyrus Diamond certification, 14x Platinum
  • The incorporation of rap beats into advertising campaigns and product endorsements further demonstrates their significant commercial impact.
  • Viral trends on platforms such as TikTok often utilize iconic beats, leading to increased streams and downloads, further solidifying their commercial success.

Rap Genre Crossovers

Rap music has a long history of blending with other genres to create new and innovative sounds. These crossovers have allowed rap to extend its reach and appeal to wider audiences.

Electronic

Rap’s infusion into the Electronic genre has led to the birth of subgenres like EDM Trap and Hip-Hop House. Electronic beats provide a high-energy backdrop for rap lyrics, often resulting in tracks that are favorites in clubs and festivals. For instance, artists like Baauer and Hudson Mohawke have pioneered sounds that fuse trap beats with electronic music, leading to hits like “Harlem Shake” and “Chimes.”

  • Notable Tracks:
    • “Harlem Shake” by Baauer
    • “Turn Down for What” by DJ Snake and Lil Jon

Pop Music

The crossover of Pop Music and rap has been instrumental in creating chart-topping hits. Rap verses in pop songs add a dynamic rhythm and often appeal to the youth demographic. Pop artists frequently collaborate with rappers to add a fresh vibe to their tracks, as seen with Ariana Grande featuring Nicki Minaj on “Side to Side.”

  • Popular Collaborations:
    • “See You Again” by Wiz Khalifa ft. Charlie Puth
    • “Side to Side” by Ariana Grande ft. Nicki Minaj

Future of Rap Beats

The rap genre continues to evolve, and the production of beats is at the forefront of this transformation. The advancements in technology and the rise of new trends are key factors shaping the future soundscape of rap music.

Emerging Trends

In the realm of rap beats, producers are increasingly embracing a fusion of genres to create fresh and eclectic sounds. The use of bold sonic elements from electronic dance music (EDM) and indie, combined with traditional hip-hop rhythms, is becoming more prevalent.

  • Experimental Soundscapes: Incorporation of unconventional instruments and noise elements.
  • Minimalism: Stripped-down beats with a focus on simplicity and space.
  • Lo-fi Aesthetics: A resurgence of low-fidelity, vintage sounds that evoke nostalgia and warmth.

Influence of AI Technology

Artificial Intelligence (AI) has started to play a significant role in music production. Beatmakers are using AI to:

  1. Generate complex patterns and rhythms that humans might not conceive.
  2. Analyze and process large datasets of music to predict trends and apply them to beat creation.
  3. Assist in mastering tracks, ensuring optimal sound quality for various playback devices.

AI-driven tools are becoming an essential part of the music producer’s toolkit, enabling greater experimentation and efficiency in beat-making processes.

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This License Agreement (the “Agreement”), having been made on and effective as of {CONTRACT_DATE} (the “Effective Date”) by and between Kofi Cooks (the “Producer” or “Licensor”); and you, {CUSTOMER_FULLNAME} (“You” or “Licensee”), residing at {CUSTOMER_ADDRESS}, sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled {PRODUCT_TITLE} (the “Beat”) in consideration for Licensee’s payment, on a so-called “{LICENSE_NAME}” basis.

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The Licensee may use the New Song in synchronization with 1 music video .  The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee;

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the Licensor shall retain 100% of royalties for this Non-Exclusive license. The Licensee is entitled to keep 100% of all royalties that is generated from sales of the Master Recording on digital retailers (such as iTunes), through physical sales (such as Compact Disks) and on online streaming services (such as Spotify).However, if the licensee would optionally like to share royalties with the Licensor, the Licensor’s PRO information is listed below for convenience.

PRO Information:

Name: Jeffrey Sarfo

IPI No: 00623879909

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YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable.

This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreemen

This License Agreement (the “Agreement”), having been made on and effective as of {CONTRACT_DATE} (the “Effective Date”) by and between {PRODUCER_ALIAS} (the “Producer” or “Licensor”); and you, {CUSTOMER_FULLNAME} (“You” or “Licensee”), residing at {CUSTOMER_ADDRESS}, sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled {PRODUCT_TITLE} (the “Beat”) in consideration for Licensee’s payment, on a so-called “{LICENSE_NAME}” basis.

This Agreement is issued solely in connection with and for Licensee use of the Beat pursuant and subject to all terms and conditions set forth herein.

License Fee:

The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

Delivery of the Beat:

Licensor agrees to deliver the Beat as a high-quality file, as such terms are understood in the music industry. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.

Term:

The Term of this Agreement shall be five (5) years and this license shall expire on the five (5) year anniversary of the Effective Date.

Use of the Beat:

In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, nontransferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) new song or to incorporate the Beat into a new piece of instrumental music created by the Licensee. Licensee may create the new song or new instrumental music by recording his/her written lyrics over the Beat and/or by incorporating portions/samples of the Beat into pre-existing instrumental music written, produced and/or owned by Licensee. The new song or piece of instrumental music created by the Licensee which incorporates some or all of the Beat shall be referred to as the “New Song”. Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release.

This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a NON-EXCLUSIVE basis and Producer shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

The New Song may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming;

The Licensee may use the New Song in synchronization with 1 music video .  The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee;

The Licensee may make the New Song available for sale in physical and/or digital form and sell 10,000 downloads/physical music products and are allowed 500,000 monetized audio streams, 500,000 monetized video streams, 500,000 non-monetized video streams and are allowed 500,000 free downloads. The New Song may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Song may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to a vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:

The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;

The Licensee can synchronize the Beat or New Song with any audiovisual This includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet.

However The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, or for any so-called “samples”.

Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.

THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM. The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.

As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

Ownership:

The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer 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 Licensee shall fail to execute same within five (5) days after so requested by Producer.

For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement.

Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

Producer shall own, control, and administer Fifty Percent (50%) of the so-called “Publisher’s Share” of the underlying composition.

In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote/composed and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher’s share of the New Song.

The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

3) Mechanical Rights

the Licensor shall retain 100% of royalties for this Non-Exclusive license. The Licensee is entitled to keep 100% of all royalties that is generated from sales of the Master Recording on digital retailers (such as iTunes), through physical sales (such as Compact Disks) and on online streaming services (such as Spotify).However, if the licensee would optionally like to share royalties with the Licensor, the Licensor’s PRO information is listed below for convenience.

PRO Information:

Name: Jeffrey Sarfo

IPI No: 00623879909

Credit:

Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder.

Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producers credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by {PRODUCER_ALIAS}”.

Licensor Option: Licensor shall have the option, at Licensors sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.

Breach by Licensee:

The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.

If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.

Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys’ fees.

Warranties, Representations, and Indemnification:

Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.

Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee.

The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which was not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.

Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment;

provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Miscellaneous:

This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein.

No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the {STATE_PROVINCE_COUNTRY} applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles.

You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the {STATE_PROVINCE_COUNTRY}. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein.

All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. A copy of all such notices sent to Producer shall be concurrently sent to [[lawfirm_name_address]]. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable.

This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

This License Agreement (the “Agreement”), having been made on and effective as of {CONTRACT_DATE} (the “Effective Date”) by and between {PRODUCER_ALIAS} (the “Producer” or “Licensor”); and you, {CUSTOMER_FULLNAME} (“You” or “Licensee”), residing at {CUSTOMER_ADDRESS}, sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled {PRODUCT_TITLE} (the “Beat”) in consideration for Licensee’s payment, on a so-called “{LICENSE_NAME}” basis.

This Agreement is issued solely in connection with and for Licensee use of the Beat pursuant and subject to all terms and conditions set forth herein.

License Fee:

The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

Delivery of the Beat:

Licensor agrees to deliver the Beat as a high-quality file, as such terms are understood in the music industry. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.

Term:

The Term of this Agreement shall be ten (10) years and this license shall expire on the ten (10) year anniversary of the Effective Date.

Use of the Beat:

In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, nontransferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) new song or to incorporate the Beat into a new piece of instrumental music created by the Licensee. Licensee may create the new song or new instrumental music by recording his/her written lyrics over the Beat and/or by incorporating portions/samples of the Beat into pre-existing instrumental music written, produced and/or owned by Licensee. The new song or piece of instrumental music created by the Licensee which incorporates some or all of the Beat shall be referred to as the “New Song”. Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release.

This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a NON-EXCLUSIVE basis and Producer shall continue to license the Beat upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

The New Song may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming;

The Licensee may use the New Song in synchronization with unlimited music videos .  The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee;

 

The Licensee may make the New Song available for sale in physical and/or digital form and sell unlimited downloads/physical music products and are allowed unlimited monetized audio streams, unlimited monetized video streams, unlimited non-monetized video streams and are allowed unlimited free downloads. The New Song may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Song may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to a vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:

The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;

The Licensee can synchronize the Beat or New Song with any audiovisual This includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet.

However The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, or for any so-called “samples”.

Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.

THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM. The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.

As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

Ownership:

The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer 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 Licensee shall fail to execute same within five (5) days after so requested by Producer.

For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement.

Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

Producer shall own, control, and administer Fifty Percent (50%) of the so-called “Publisher’s Share” of the underlying composition.

In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote/composed and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher’s share of the New Song.

The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

3) Mechanical Rights

the Licensor shall retain 100% of royalties for this Non-Exclusive license. The Licensee is entitled to keep 100% of all royalties that is generated from sales of the Master Recording on digital retailers (such as iTunes), through physical sales (such as Compact Disks) and on online streaming services (such as Spotify).However, if the licensee would optionally like to share royalties with the Licensor, the Licensor’s PRO information is listed below for convenience.

PRO Information:

Name: Jeffrey Sarfo

IPI No: 00623879909

Credit:

Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder.

Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producers credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by {PRODUCER_ALIAS}”.

Licensor Option: Licensor shall have the option, at Licensors sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.

Breach by Licensee:

The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.

If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.

Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys’ fees.

Warranties, Representations, and Indemnification:

Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.

Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee.

The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which was not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.

Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment;

provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Miscellaneous:

This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein.

No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the {STATE_PROVINCE_COUNTRY} applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles.

You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the {STATE_PROVINCE_COUNTRY}. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein.

All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. A copy of all such notices sent to Producer shall be concurrently sent to [[lawfirm_name_address]]. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable.

This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

This License Agreement (the “Agreement”), having been made on and effective as of {CONTRACT_DATE} (the “Effective Date”) by and between {PRODUCER_ALIAS} (the “Producer” or “Licensor”); and you, {CUSTOMER_FULLNAME} (“You” or “Licensee”), residing at {CUSTOMER_ADDRESS}, sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled {PRODUCT_TITLE} (the “Beat”) in consideration for Licensee’s payment, on a so-called “{LICENSE_NAME}” basis.

This Agreement is issued solely in connection with and for Licensee use of the Beat pursuant and subject to all terms and conditions set forth herein.

License Fee:

The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

Delivery of the Beat:

Licensor agrees to deliver the Beat as a high-quality file, as such terms are understood in the music industry. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.

Term:

The Term of this Agreement shall be ten (10) years and this license shall expire on the ten (10) year anniversary of the Effective Date.

Use of the Beat:

In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, nontransferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) new song or to incorporate the Beat into a new piece of instrumental music created by the Licensee. Licensee may create the new song or new instrumental music by recording his/her written lyrics over the Beat and/or by incorporating portions/samples of the Beat into pre-existing instrumental music written, produced and/or owned by Licensee. The new song or piece of instrumental music created by the Licensee which incorporates some or all of the Beat shall be referred to as the “New Song”. Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release.

This License grants Licensee a worldwide, exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Beat pursuant to this Agreement are on a EXCLUSIVE basis. 

The New Song may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming;

Licensee {PERFORMANCES_FOR_PROFIT} perform the song publicly for-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.). The New Song may be played on {NUMBER_OF_RADIO_STATIONS} terrestrial or satellite radio stations;

The Licensee may use the New Song in synchronization with {MONETIZED_MUSIC_VIDEOS} audiovisual work no longer than five (5) minutes in length (a “Video”). In the event that the New Song itself is longer than five (5) minutes in length, the Video may not play for longer than the length of the New Song. The Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee;

The Licensee may make the New Song available for sale in physical and/or digital form and sell {DISTRIBUTE_COPIES} downloads/physical music products and are allowed {AUDIO_STREAMS} monetized audio streams, {MONETIZED_VIDEO_STREAMS_ALLOWED} monetized video streams, {NONMONETIZED_VIDEO_STREAMS_ALLOWED} non-monetized video streams and are allowed {FREE_DOWNLOADS} free downloads. The New Song may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Song may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beat in the form that it was delivered to Licensee. The Licensee must create a New Song (or instrumental as detailed above) for its rights under this provision to a vest. Any sale of the Beat in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.

Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Song as set forth in this Agreement.

Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:

The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;

The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Song, in whole or in part, for any so-called “samples”.

Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.

THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM. The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by Producer as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.

As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

Ownership:

The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer 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 Licensee shall fail to execute same within five (5) days after so requested by Producer.

For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement.

Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.

With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

Producer shall own, control, and administer Fifty Percent (50%) of the so-called “Publisher’s Share” of the underlying composition.

In the event that Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the New Song and as the owner of 50% of the Publisher’s share of the New Song.

The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

Mechanical License: If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”.

Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.

Mechanical License.

With respect to phonorecords (as such term is defined in the U.S. Copyright Act) embodying the New Work, Licensee shall pay Licensor mechanical royalties with respect to Licensor’s percentage interest (4%) in the New Composition at a mechanical royalty rate for the US and Canada equal to the full minimum fixed statutory rate as of the date hereof in the U.S. and Canada, respectively. For licenses outside of the U.S. and Canada, the mechanical royalty rate shall be the prevailing rate, on an industry-wide basis, in the country concerned as of the date hereof.

Publishing Rights: With respect to the publishing rights and ownership of the underlying composition embodied in the Master, the Artist, and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:

-{Licensee}, owns 60% of publishing rights.

– Kofi Cooks, owns 40% of publishing rights

Credit:

Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Song recorded hereunder.

Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the New Song created hereunder and on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producers credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by {PRODUCER_ALIAS}”.

Licensor Option: Licensor shall have the option, at Licensors sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.

Breach by Licensee:

The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.

If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song.

Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys’ fees.

Warranties, Representations, and Indemnification:

Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The Beat, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.

Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee.

The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which was not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.

Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment;

provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

Miscellaneous:

This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein.

No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the {STATE_PROVINCE_COUNTRY} applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles.

You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the {STATE_PROVINCE_COUNTRY}. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein.

All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. A copy of all such notices sent to Producer shall be concurrently sent to [[lawfirm_name_address]]. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable.

This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.