Upon first login to the APM Search site, you will need to confirm that you have read our Needledrop Agreement by clicking the "Read Agreement" button and checking the "Agree to Needledrop" checkbox before clicking "Submit."
If you have already signed the agreement through our previous search engine, MyAPM, you must re-confirm the agreement for the new APM Search site.
APM MUSIC NEEDLEDROP AGREEMENT
This NEEDLEDROP AGREEMENT (“Agreement”) is made this <ordinal number date> day of <Month>, <year> by and between Associated Production Music LLC (“APM”), with its principal offices at 6255 Sunset Blvd., Suite 900, Hollywood, CA 90028 and (“Company”), with its principal place of business at (“Address”).
APM is the owner or administrator of certain rights in and to musical compositions and sound recordings (“APM Music”) that are organized into music libraries; and Company desires to review and synchronize certain APM Music into productions actually produced and/or owned by Company or, if Company is a post production facility or ad agency, productions produced and/or owned by clients of Company (“Productions”) and to exploit completed Productions that incorporate APM Music.
1. The term of this Agreement during which Company has the right to synchronize APM Music into Productions is one year, commencing with the approval of this Agreement by APM. The term shall automatically be extended for consecutive one-year periods unless terminated in writing by either APM or Company at any time. All synchronization must physically occur in the United States or Canada.
2. If Company has synchronized APM Music into a Production(s), it shall immediately notify APM and request a license. Upon receipt of such request, APM shall grant a non-exclusive license to Company at APM’s then current rates. Company acknowledges that timely reporting is of the essence and that use of the Music without timely reporting could constitute an infringement of APM’s rights.
3. The time period during which Company will have the right to exploit the Productions containing APM Music will be defined in each license.
4. The right and license to synchronize APM Music into Production(s) and the right and license to exploit APM Music in Production(s) are conditioned upon the accurate reporting of music uses to the appropriate performing rights societies (for productions that require performance licenses), and the timely payment by Company of its obligations under its licenses with APM.
5. APM currently makes its music available to clients in a variety of formats. Company acknowledges that under all circumstances, ownership in any APM Music or APM Metadata, and copies thereof, does not pass or vest in Company at any time. The use of the APM Music is for Company’s use only. Company shall not, without APM's prior written consent, sell, lease, lend, give or otherwise transfer the APM Music or online system passwords to any other persons or entities. The copying of the APM Music from Hard Media or from APM’s online system other than for the rights granted herein is expressly prohibited.
6. From time to time, minor portions of APM Music may cease to be available from APM. Company agrees that this will not constitute a breach of this Agreement. At such time, APM will notify Company’s Copyright Notice Contact that such music is no longer available. Upon receipt of such notification from APM, it is Company’s responsibility to remove all copies of said music from its possession whether physical or digital. Notwithstanding the above, any Production into with such APM Music was synchronized prior to the date of receipt of notice by Company can continue to be exploited as per the terms and conditions of this Agreement or a subsequent license. If Company wishes to change the Copyright Notice Contact, it is Company’s responsibility to inform APM in writing of such change. Additionally, minor portions of the APM Music Library have previously been removed due to a change in copyright status. A list of the tracks previously removed is available from APM at Company’s request.
7. Representations, Warranties and Covenants of APM. APM represents and warrants to Company that APM has the full right, power and authority to enter into this Agreement and to grant the rights granted herein. Except as set forth in the immediately preceding sentence, APM makes no representations or warranties of any kind with respect to the APM Music.
8. Company represents and warrants to APM that it has the full right, power and authority to enter into this Agreement and to perform all obligations on its part to be performed hereunder.
9. Certain libraries represented by APM contain restrictions on their use. These are the libraries of NFL Films, Cherry Picked, Discovery and Major League Baseball. Company agrees that music from these libraries cannot be used in circumstances which may result in injury to the reputation of, or damage the goodwill of NFL Films, Inc., the National Football League, Discovery Communications Inc., Cherry Lane Music Publishing Company, Inc., any Major League Baseball entity and all affiliates of the companies mentioned. Without limiting the foregoing, Company warrants that in no event will music from any of these libraries or any part thereof be licensed for or otherwise be used in connection with, or in any way related to, a lottery, game of chance, or any other type of gambling or wagering activity, pornographic or “adult entertainment” productions, or in or as part of any production marketed, advertised, distributed, or sold as part of or in association with any of the foregoing. In the event of there being any doubt, Company must contact APM for clarification. All decisions by APM regarding the appropriateness of the use of the music from these libraries in a production shall be final.
10. APM agrees to indemnify Company, its parent company and its principals, officers, directors, agents, employees, representatives, successors and assign from any and all claims, liabilities, losses, damages and expenses (collectively, “Claims”), including, without limitation, reasonable attorney’s fees and expenses, arising from any Claim by any third party that any recorded selection(s) APM Music provided to Company infringes any copyright, but only to the extent of the consideration paid by Company.
11. Company agrees to indemnify APM, its parent companies and its principals, officers, directors, agents, employees, representatives, successors and assign from any and all Claims, including, without limitation, reasonable attorney’s fees and expenses, that arises in connection with any use of the APM Music by Company or its personnel that is not in accordance with this Agreement.
12. Upon expiration or termination of this Agreement, and unless Company has a separate agreement with APM, Company agrees to return to APM all Hard Media supplied to Company by APM, to delete copies of any APM Music in its possession from any storage devices owned or controlled by Company, and no longer access APM’s Online System. For any portable drives that are not returned to APM, Company shall pay to APM, APM’s then current rate for portable drives plus applicable sales tax. Additionally, for any physical APM CDs that Company does not return to APM, company shall pay to APM $12.50 per CD not returned. Purchase of the Hard Media under this paragraph does not confer any rights to Owner to be able to synchronize or license APM Music, all of which are reserved to APM.
13. This Agreement shall be governed by the laws of the State of California (not including its conflict of interest laws) and Company hereby consents to exclusive jurisdiction and venue in the Federal and State courts sitting in Los Angeles County, California. Company waives all defenses of lack of personal jurisdiction and forum non-conveniens. In any action to enforce any right or remedy under this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE ARISING UNDER OR RELATING TO THIS AGREEMENT.
14. Company may not assign or transfer control of this Agreement or any rights and/or obligations hereunder without APM’s prior written approval.
15. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement shall not be modified except by a written agreement signed by each of the parties.
The parties have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.
Adam Taylor, President, APM Music