1. Term of the license shall be 99 years.

2. This license shall be binding on Virgil Franklin and its respective assigns and successors.

3. Licensee or Licensee's customer shall have the non-exclusive use of the Music only in synchronization or mechanical reproduction with other audio and/or visual elements added by Licensee for broadcast or non-broadcast purposes, in music-on-hold recordings or as background music in presentations or training meetings and on web sites with the following restrictions:
(a) The Music cannot be duplicated by itself in whole or in part in any medium, tape, disc, video tape, or otherwise, and resold licensed, leased, or in any other way used or transferred to any other party.
(b) When used in accessible media such as the internet, it shall be used in a format which does not allow the music to be downloaded. Any published media including web sites containing the music shall include a copyright notice which clearly protects the music as part of the content.
(c) Licensee must obtain prior written consent of Virgil Franklin and make payment of additional consideration if Licensee intends to reproduce and repackage the Music with additional recorded instrumentation and/or vocals and release it as a part of a commercially available audio phono record or visual release when the Music is a featured part of such project instead of any incidental or background part.
(d) The license is granted to the above named Licensee ONLY. All rights in the Music not expressly licensed in the license to Licensee are reserved to Virgil Franklin with the mutual intent of Virgil Franklin and Licensee to construe narrowly the license granted to Licensee by this license. The term "Licensee" shall not include a parent, subsidiary, affiliate, separate department, or branch office of Licensee, except with the prior written consent of Virgil Franklin.
(e) This license specifically excludes any further payment by Licensee or Licensee's customers of public performance fees for Licensee's use of Music in live performance of Music in audio visual productions in public, to Virgil Franklin or any performing rights society.

4. Licensee may charge fees to Licensee's customers and clients for use of Music permitted under this license and not proscribed by restrictions. Virgil Franklin has no claim or rights against fees charged by Licensee to factual customers of Licensee who use the Music on Licensee's premises.

5. Virgil Franklin warrants that it is the holder of the copyrights; and it has full power and authority to enter into this license and to grant Licensee the permission accorded under this license for use of the music in the USA. Virgil Franklin music is either original or derived from original sources which are in the Public Domain in the USA. Since copyright law varies throughout the World we cannot provide a clear license to use published music anywhere except in the USA. Outside the USA, subject to the terms of the basic agreement, the licensee is granted the rights to use the music which would otherwise be restricted by our copyrights on arrangement and performance. It is the licensee's responsibility to insure that a specific selection is not subject to local copyright restrictions. The total liability, if any, and if ever, of Virgil Franklin to the Licensee or Licensee's customers under this warranty shall in no event exceed the amount paid to Virgil Franklin by Licensee under this agreement, without reference to any other agreement between Virgil Franklin and Licensee.

6. While the Licensee by this license acquires the data files embodying the Music and the license to use the Music as described in this license, Licensee DOES NOT ACQUIRE ANY OWNERSHIP RIGHTS IN THE MUSIC NOR ITS UNDERLYING COPYRIGHTS.

7. In the event Licensee violates the terms of this license agreement, including without limitation failure to pay the purchase of the Music, or unauthorized uses of the Music as described in paragraph 3, then this license immediately shall be revoked and this Agreement immediately shall terminate, and any former or subsequent unauthorized use of the Music by Licensee will constitute an infringement of the rights of Virgil Franklin, including, but not limited to, copyrights in the Music. In such event, all rights granted to Licensee by this license shall terminate and Licensee shall return to Virgil Franklin at Licensee's cost the Music furnished to Licensee by Virgil Franklin. In addition, Virgil Franklin shall have the right to and other remedy available at or equity, including injunctive relief.

8. The terms of this license shall be governed by the laws of the State of Indiana. Any action under this license shall be filed by the complaining party within the jurisdiction of the State of Indiana, County of Greene, and both parties consent to in personal jurisdiction of the court.

9. By using the Music, Licensee, as a material part of this license, agrees to indemnify and hold Virgil Franklin, its owners, agents, dealers, distributors and employees free and harmless, and to indemnify them from any and all claims, suits, liability, loss damage, judgments, costs, expenses, and attorney's fees incurred or that might be made or brought, paid, or incurred by reason of Licensee's breach or claim of breach whatsoever of this license. Additionally, Virgil Franklin shall be entitled to designate the attorneys engaged in connection with and such claim, suit, etc., on account thereof, and Licensee hereby assigns to Virgil Franklin any causes of action Licensee may have in the future against any third party concerning the Music.

10. This written agreement and the valid invoice constitute the total understanding and conditions of the license agreement. No modification of this license shall be binding unless in writing and signed by both parties. Licensee agrees that Virgil Franklin may use Licensee's name and any comments by Licensee's employees which may be useful to Virgil Franklin in promoting Virgil Franklin music library.

11. This license shall be effective as of the date of the valid invoice associated with this license, provided Licensee's payment for the license is made under the payment terms agreed to between Licensee and Virgil Franklin and/or their authorized representatives as described by Virgil Franklin's invoice terms acknowledging the sale of the media copy of the Music to Licensee. Possible subsequent changes by Virgil Franklin in its license agreement shall not effect this agreement which is the version in effect on the date of the invoice.

Thank you for using Virgil Franklin music.