Certainly! Below is an **outline of the main terms** for a **music licensing agreement** for a song, titled **”Sunset Dreams”**.

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**MUSIC LICENSING AGREEMENT**

This Music Licensing Agreement (the “Agreement”) is entered into as of [Date], by and between:

**Licensor:**
[Licensor’s Full Legal Name]
[Address]
[Phone Number]
[Email Address]
(Hereinafter referred to as “Licensor”)

AND

**Licensee:**
[Licensee’s Full Legal Name]
[Address]
[Phone Number]
[Email Address]
(Hereinafter referred to as “Licensee”)

**RECITALS:**

WHEREAS, Licensor is the owner of all rights, title, and interest in the musical composition titled **”Sunset Dreams”** (the “Composition”), including but not limited to the rights to reproduce, distribute, perform, and license the Composition;

WHEREAS, Licensee desires to obtain certain rights to the Composition as outlined in this Agreement;

NOW, THEREFORE, the Parties agree as follows:

### 1. **Grant of License**
Licensor hereby grants Licensee a non-exclusive, worldwide, and [duration, e.g., “perpetual” or “limited to X years”] license to [specific rights, e.g., “use, reproduce, distribute, publicly perform, and synchronize the Composition in the following manner:”] [specify the uses, e.g., “in a television commercial,” “as background music in a film,” etc.].

### 2. **Territory**
The rights granted herein shall apply worldwide unless otherwise specified. The Licensee is permitted to use the Composition in the following territories: [list of countries or regions].

### 3. **Scope of Use**
The Composition may be used in connection with [specific project or media], including but not limited to [list specific usages such as TV shows, films, video games, advertisements, websites, etc.]. Any use of the Composition outside the scope outlined here requires prior written consent from the Licensor.

### 4. **License Fee**
In consideration for the license granted under this Agreement, Licensee shall pay Licensor a fee of [amount, e.g., “$10,000”] (the “License Fee”). The License Fee shall be payable as follows: [payment terms, e.g., “50% upon execution of this Agreement, with the remaining 50% upon delivery of the final product”].

The License Fee is exclusive of any applicable taxes, and Licensee shall bear responsibility for the payment of all taxes, levies, and duties arising from this Agreement.

### 5. **Royalties**
[If applicable, specify the royalty structure, e.g., “Licensee shall pay Licensor royalties based on [percentage]% of net receipts derived from the commercial exploitation of the Composition. Payments shall be made quarterly, with statements detailing the revenue generated.”]

### 6. **Credit and Attribution**
Licensee agrees to credit the Licensor in all instances of use of the Composition. The credit shall appear as follows: [Credit form, e.g., “Music by [Licensor’s Name]”]. The credit must be prominently displayed in the end credits of films, TV shows, or other productions in which the Composition is used.

### 7. **Ownership of Copyright**
The Licensor retains all rights, title, and interest in the Composition, including any and all copyrights. This Agreement does not transfer any ownership rights in the Composition, and Licensee acknowledges that it shall have no right to claim ownership or authorship of the Composition.

### 8. **Term of Agreement**
This Agreement shall remain in effect for [duration, e.g., “five years from the date of execution”] unless terminated earlier as provided herein. The license granted to the Licensee shall terminate automatically upon expiration of the term.

### 9. **Termination**
Either party may terminate this Agreement upon [number] days’ written notice if the other party breaches any material term of the Agreement and fails to remedy the breach within such period. Upon termination, Licensee shall cease using the Composition and destroy or return any copies of the Composition in its possession.

### 10. **Indemnity**
Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, and expenses arising out of Licensee’s use of the Composition, including any claims of infringement or misuse of third-party intellectual property.

### 11. **Warranties and Representations**
– **Licensor’s Warranties**: Licensor warrants that it has full legal authority to enter into this Agreement and grant the rights herein, and that the Composition does not infringe upon any third-party intellectual property rights.
– **Licensee’s Warranties**: Licensee warrants that its use of the Composition will comply with all applicable laws, regulations, and industry standards.

### 12. **Miscellaneous**
– **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles.
– **Entire Agreement**: This Agreement represents the entire understanding between the Parties and supersedes all prior discussions, agreements, or understandings, whether written or oral, with respect to the subject matter hereof.
– **Dispute Resolution**: Any disputes arising from this Agreement shall be resolved through [mediation, arbitration, litigation] in [location].

**IN WITNESS WHEREOF**, the Parties hereto have executed this Music Licensing Agreement as of the date first written above.

**Licensor:**
Signature: ___________________________
Printed Name: ________________________
Date: ________________________________

**Licensee:**
Signature: ___________________________
Printed Name: ________________________
Date: ________________________________

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### Key Terms:

1. **Grant of License**: This section specifies the specific rights granted to the Licensee, such as the right to reproduce, distribute, or publicly perform the music.

2. **License Fee**: Details the financial compensation for granting the license, including payment terms.

3. **Royalties**: If applicable, specifies any ongoing revenue-sharing arrangements.

4. **Ownership of Copyright**: Clarifies that the Licensor retains all rights to the music, and Licensee is only receiving a license to use it.

5. **Termination**: Outlines the conditions under which the agreement may be terminated, as well as the consequences of termination.

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This music licensing agreement outlines the essential legal terms necessary to protect both the Licensor and Licensee, ensuring clear terms regarding the use, compensation, and rights related to the copyrighted music.