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HomeMy WebLinkAbout2012-387 Solid Waste - Ronald Smith Advertise Recycling A$1,055 sa/•al G) as� e MUSIC LICENSE AGREEMENT This Agreement("Agreement"), made and entered into this 14th day of May 2012, ("Effective Date")by and between TIMMYTOO MUSIC and RONALD TIMOTHY SMITH, JR., (collectively the "Music Publisher") and ORANGE COUNTY,North Carolina, a body politic and corporate of the State of North Carolina(the "Licensee"). WITNESSETH: WHEREAS, Music Publisher owns or controls all rights with respect to a particular copyrighted musical composition entitled"CoMingle Jingle" identified by ASCAP Work ID# 884411304 (the "Composition"); WHEREAS, LICENSEE seeks to use such Composition in connection with its solid waste recycling program. WHEREAS, the parties have reached an agreement under which the LICENSEE shall use the Composition for a public service announcement to be aired on a local radio station and in internet, television,print advertising and promotions for the program; NOW, THEREFORE, and in consideration of the mutual promises and agreements herein contained and intending to be legally bound,the parties, for themselves, their heirs, successors, personal representatives and assigns hereby agree as follows: A. LICENSE GRANT. 1. During the "Term" hereof as hereinafter defined, Licensee shall have the non-exclusive, irrevocable right and license to use the copyrighted musical Composition on the Web Site for a public service announcement to be aired for a limited time on a local radio station and in internet, television,print advertising and promotions thereof. Licensee may also use the lyrics to the Composition in print advertising. 2. ASCAP or BMI, as the case may be, will license the Composition on radio and television stations and networks throughout the United States without any special compensation therefor by stations or Licensee, such rights to be granted under the license agreements with stations and networks. 3. In the event Licensee shall desire to use the Composition on stations or networks which have not entered into a license agreement with ASCAP or BMI, this agreement shall be deemed to constitute a license for such uses, without any limitation or further compensation. 4. Licensee shall have the right to alter, expand, adapt, and make any arrangements of the Composition, and Licensee shall have the sole right to decide whether and in what manner the work will be published, advertised, publicized, performed or exploited by the County. B. TERM. This Agreement shall extend for a Term of one (1) year from the Effective Date. It shall be automatically renewed for additional one (1) year Extended Terms unless one of the parties provides the other party with notice of its intention not to renew this Agreement, such notice to be given in writing at least sixty (60) days prior to the expiration or termination of the then in-effect Term. C. COMPENSATION. In full consideration of the license granted herein, Licensee shall pay the sum of One Thousand and Fifty Five Dollars ($1,055)to Music Publisher within thirty(30) days of the Effective Date of this Agreement. D. MUSIC PUBLISHER REPRESENTATIONS AND WARRANTIES. Music Publisher hereby represents and warrants to Licensee that: I. It is a member of ASCAP and BMI. 2. The Composition is new and original. 3. The Composition does not and will not infringe upon or violate the copyrights or any other rights whatsoever of any person or entity. 4. No adverse claim exists with respect to the Composition. 5. It owns or controls the Composition and all rights in it throughout the world. 6. It has the full and exclusive right and authority to enter into this agreement and to make the grant herein contained. E. NOTICES. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: LICENSEE: MUSIC PUBLISHER Orange County Timmytoo Music Attn: Blair Pollock Attn: Ronald Timothy Smith, Jr. 1207 Eubanks Road 5503 Alton Ct. P.O. Box 17177 Mebane ,NC 27302 Chapel Hill,NC 27516 F. INDEMNITY. To the extent permitted by law, Music Publisher will defend, indemnify and hold harmless the Licensee from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the infringement of third party intellectual property rights by the Licensor. No section of this Agreement shall be deemed to be a waiver of Licensee's rights and privileges as a sovereign entity. G. JURISDICTION & DISPUTES. 1. This Agreement shall be governed by the laws of the state of North Carolina. 2. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of,this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. H. WAIVER. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. I. SEVERABILITY. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement. J. ASSIGNABILITY. The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Music Publisher. K. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the execution date at such time as all the signatories hereto have signed a counterpart of this Agreement. L. INTEGRATION. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parities and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith. IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal,all as of the day and year first above written. LICENSEE: MUSK PUBLISHER: Orange County,North Tina TimrnyToo Music COO Frank Clifton,Maitagcr Ronald Timothy Smith,Jr. Ronald Timothy Smith, Jr. This instrument has been approv as to technical content. Gayle Wilson,D partment Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Acct. Office of the Finance Director This ent has been approved as to form and legal sufficiency. Office of t e ounty Attorney