EXHIBIT 10.4
LIQUID AUDIO
May 21, 1998
Xx. Xxx Xxxxxx
Director of Internet Licensing
SESAC
00 Xxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Re: SESAC/Liquid Audio - Strategic Alliance Agreement (the "Agreement")
Dear Xxx:
The following sets out the terms of the Agreement between SESAC and Liquid Audio
with respect to cooperation on issuing SESAC performance license applications to
web sites using Liquid Audio software:
* Liquid Audio will provide SESAC with a list of web sites utilizing Liquid
Audio's transmission technology (the "List"), and shall update the List
monthly. SESAC will advise Liquid Audio which web sites on the List are
licensed by SESAC (the "Licensed Sites") on a calendar quarterly basis.
* Liquid Audio shall make efforts to assist SESAC in securing license
agreements with the web sites on the List, including, for example, by
distributing the SESAC license agreement and supporting material to the
operators of those web sites.
* Liquid Audio will provide SESAC with reports showing all transmissions of
musical works (whether in whole or in part and whether in streaming or
other format) originating from Licensed Sites on the List. The reports
shall include the title, performing artist, writer and music publisher, if
known, for each work, as well as the number of times each work was
transmitted from each Licensed Site on the List, and the file format in
which the transmission occurred (the "Data").
* Liquid Audio will provide SESAC with the Data separately for each licensed
site on the List within 30 days of the end of each calendar quarter for the
performances in that quarter.
* Liquid Audio will deliver the Data electronically in the form of a text
file (.txt).
* SESAC and Liquid Audio shall each treat the terms of this Agreement and any
and all information exchanged as a result of this Agreement, including the
identity of the web sites on the List, the Licensed Sites, and the Data, as
completely confidential.
* This Agreement commences on June 1, 1998 and ends on May 31, 1999, and
continues
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after that for additional terms of twelve months each unless either party
terminates it by giving the other party notice at least thirty days prior
to the end of any such twelve month period.
* Liquid Audio and SESAC will issue a joint public announcement (the
"Announcement") of this Agreement only after both parties have signed the
Agreement and approved the language and the release date of the
Announcement.
If this letter sets forth our Agreement, as you understand it, please so
indicate by countersigning and returning one fully executed copy to me for my
files.
Sincerely,
Xxxxxx Xxxxx
Vice President of Business Development
Liquid Audio
Accepted and Agreed to by:
/s/ Xxx Xxxxx Date: June 1, 1998
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Xxx Xxxxx
Manager of Internet Licensing
/s/ [SIGNATURE ILLEGIBLE] Date: July 8, 1998
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Liquid Audio
