This COPYRIGHT LICENSE AGREEMENT (“Agreement”) is entered into by and between YOU (the "LICENSOR") and San Francisco Symphony, located at Davies Symphony Hall, 201 Van Ness Avenue, San Francisco, CA 94102 (the "LICENSEE").  LICENSOR and LICENSEE when not referred to individually are sometimes referred to herein severally as a “Party” and jointly as the “Parties.”


            WHEREAS, LICENSEE has created a project entitled Keeping Score™ that features the San Francisco Symphony; and


            WHEREAS, LICENSEE is the sole owner of the trademark Keeping Score™ (the “Mark”); and


            WHEREAS, the Keeping Score™ Project provides innovative, thought-provoking classical music content on PBS television, hosted by Michael Tilson Thomas, national public radio, the Internet, and through the Keeping Score™ Education program; and


            WHEREAS, the Keeping Score™ Education program builds on the themes and concepts from the Keeping Score™ television series. The model program offers K-12 teachers training, materials, and support to integrate classical music into their classrooms, including core subjects such as science, math, English, history and social studies. Participating teachers from partner school districts receive training by LICENSEE’S musicians, educational staff and a variety of arts educators during an annual Summer Institute and follow-up workshops during the school year; and


            WHEREAS, a primary goal of the Keeping Score™ Education program is to further participation in, and exposure to, classical music through distribution of specially prepared Keeping Score™ materials and partnerships with educators, schools, arts organizations and presentations in community and cultural centers; and


            WHEREAS, LICENSEE has created, owns and maintains an Internet website at the URL (the “KS Website”); and


            WHEREAS, LICENSEE has created, owns and maintains an online workspace for use by participants in the Keeping Score™ Education program, which is located at (the “Project Spaces Site”); and


            WHEREAS, as part of the Keeping Score™ Education program educators may create classroom lesson plans for use by the San Francisco Symphony and other educators in implementing the Keeping Score™ Education program; and

            WHEREAS, LICENSOR is a participating teacher in the
Keeping Score™ Education program; and


            WHEREAS, LICENSOR is the sole owner of all copyright rights in the classroom lesson plans (“Licensed Material(s)”) that LICENSOR wishes to post or has posted on LICENSEE’s KS Website and/or Project Spaces Site; and


            WHEREAS, LICENSEE desires to obtain from LICENSOR a license to publish the Licensed Material in electronic form on LICENSEE’s Site, as well as use the Licensed Material for other purposes as set forth herein;


            NOW THEREFORE, in consideration of the mutual promises, covenants and warranties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


1.             RECITALS


            Each of the Recitals set forth above are incorporated herein by reference and made a part of this Agreement.


2.             GRANT OF LICENSE


            LICENSOR grants to LICENSEE an exclusive, except as to LICENSOR, royalty-free, irrevocable, worldwide right in perpetuity to:


A.              publish the Licensed Material in electronic form on LICENSEE's KS Website and/or Project Spaces Site in any form LICENSEE desires in LICENSEE’s sole discretion;


B.              administer and control the exploitation of  the Licensed Material;


C.              use the Licensed Material and license others to use the Licensed Material, for profit or otherwise, in any form or format as LICENSEE deems necessary or desirable in its best business judgment;


D.             make or authorize others to make any arrangement, adaptation, translation, dramatization or transposition of any or all of the Licensed Material, in whole or in part, and in connection with any other musical, literary or dramatic material, all as LICENSEE may deem necessary or desirable in its best business judgment;


E.              make or cause to be made, and to license others to make, reproductions of the Licensed Material, in whole or in part, in such form or manner and as frequently as LICENSEE shall determine, in its sole discretion, including the right to advertise, promote, license or sell such reproductions for any and all purposes; and


F.              To authorize the digital or electronic reproduction or distribution of the Licensed Material by any means or method including, without limitation, by way of the Internet, satellite or otherwise and in any and all media now known or hereafter devised.


            Notwithstanding the above, and subject to LICENSEE’S control over the use of its Mark, Keeping Score™, LICENSOR shall continue to have the non-exclusive right to use the Licensed Material in its current form for educational, not-for-profit purposes only as follows:


A.              For the Keeping Score™ Summer Teacher Institute;


B.              During school-year workshops that are deemed by LICENSEE to be part of the Keeping Score™ Education program;


C.              As part of Keeping Score™ Education curriculum design and classroom implementation; and


D.             Conference presentations.




            Before uploading any Licensed Materials to the KS Website and/or the Project Spaces Site, LICENSOR shall affix the following notice to the first page of each Licensed Material:

© [year to be supplied by LICENSOR] [Name of LICENSOR]; created for the San Francisco Symphony’s
Keeping Score™ Education program

            If LICENSEE posts an index of materials published on its KS Website and/or Project Spaces Site, or otherwise publishes the Licensed Materials, it will identify the Licensed Materials obtained from LICENSOR as follows:


© [year to be supplied by LICENSOR] [Name of LICENSOR; created for the San Francisco Symphony’s Keeping Score™ Education program


4.             TERM


            The “Term” of this Agreement shall be for the period commencing on the date of this Agreement, and extending for the life of the copyrights in and to each of the Licensed Materials.  This Agreement shall remain in full force and effect for the full term of the copyrights in each of the Licensed Materials throughout the world, including all renewals or extensions thereof.


5.             Notices

            All notices to LICENSEE may be delivered via electronic mail to


6.             WARRANTY


            LICENSOR warrants and represents that he, she or it is the sole owner of the Licensed Materials and that the Licensed Materials do not infringe upon any common law or statutory rights of any third party(ies) whatsoever,  including,  without limitation,  any contractual rights, copyrights or rights of privacy of any kind or nature, nor violate any applicable statute(s), laws(s),  order(s),  rule(s) and/or regulation(s) whatsoever; and


            LICENSOR warrants and represents that he, she or it has the full power and authority to make this agreement and to grant to LICENSEE each and all of the rights granted herein and LICENSEE is acquiring the same free and clear of any encumbrances or liens of any kind or nature or claims or demands of any kind or nature by LICENSOR or any other third party(ies) whatsoever.


7.             INDEMNIFICATION


            You, LICENSOR, agree to defend, indemnify, and hold LICENSEE and its employees, agents, officers, directors, agents, contractors, suppliers, constituents and other representatives harmless from and against all liabilities, damages, claims, actions, costs, and expenses (including reasonable attorneys' fees) in connection with or arising from LICENSEE’s use of the Licensed Materials.  LICENSEE may participate in the defense of any claim or action at LICENSEE’s expense and any negotiations for settlement. LICENSEE reserves the right, on notice to LICENSOR, to assume exclusive defense and control of any claim or action subject to indemnification by LICENSOR, without relieving LICENSOR of your indemnification obligations hereunder.




            This Agreement shall be governed by the laws of the State of California applicable to agreements entered into, executed and wholly performed therein.  This Agreement is entered into and shall be performed in San Francisco, California.  The Parties agree to the exclusive jurisdiction of the federal and state courts located in San Francisco, California in matters relating to this Agreement.  LICENSOR further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any claim or action regarding this Agreement.


9.             Entire Agreement


            It is agreed between the Parties hereto that there are no other agreements or understandings between them, either oral or written, relating to the subject matter of this Agreement. This Agreement supersedes all prior agreements, oral or written, between the Parties and is intended as a complete and exclusive statement of the agreement between the Parties. Neither this Agreement, nor its execution, has been induced by any reliance, representation, stipulation, warranty, agreement or understanding of any kind other than those herein expressed.


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