|
|
 |
|
|
| |
 Terms
1. GRANT OF RIGHTS:
Writer hereby sells, transfers and assigns to Publisher, its successors and assigns, all rights, title and interest in and to the original musical composition written and composed by Writer, including without limitation, the title, words and music thereof, all universe-wide rights therein, all copyrights and the right to secure and register copyrights (including any renewals and extensions thereof), each and every arrangement, adaptation and version thereof, and any and all other rights, claims and demands that Writer now has or may in future, throughout the universe with respect thereto if these presents had not been made. For purposed of this Agreement, the term "Writer" shall be understood to include all the writers and composers of the Composition. If there is more than one writer or author of the Composition, the term Writer and all covenants contained herein shall be deemed to be both joint and several on the part of the writers and composers and the royalties (as hereinafter defined) to be paid specified to Writer shall, unless a different division of royalties be specified, be due to all the writers and composers collectively, to be paid by Publisher to the Writer outlined above and Writer shall be responsible for the payment of any other royalties due to other writers, if any.
2. PUBLISHER'S RIGHTS:
Publisher shall have the sole and exclusive right, throughout the universe to:
(a) License, and cause others to license the exploitation of the Composition in all forms, media and configurations, including, without limitation, the right: (i) for broadcast and other public performances, (ii) to manufacture, distribution and sale of Records and video devices, (iii) for synchronization of the Composition in connection with motion pictures, television programs, videos and commercials, (iv) for the use of the Composition in connection with merchandising activities, and (v) for the exploitation of the Composition in any configurations and technologies in respect of which Composition may, now or in the future, be licensed.
(b) Print, publish, rent and/or sell (and authorize others to print, publish, rent and/or sell) alone, or together with other works, printed editions or other reproductions of the Composition, whether such reproduction is in the form of printed materials, or other technological means for reproducing printed words, text or music.
(c) Collect all monies derived from any source whatsoever with respect to the Composition, but excluding any songwriter share of public performance income.
(d) In addition to any rights granted to public performance societies (“Societies”) regarding the Composition, Publisher shall have the right to license public performance uses of the Composition directly and all income received by Publisher in connection with such license shall be deemed Gross Income (as hereinafter defined) and subject to accounting pursuant to this Agreement.
(e) Make arrangements of, or otherwise adapt or change the Composition in any manner, provided that Publisher shall not make, or authorize the making of material changes in the Composition, including but not limited to changes in the title, the English lyrics or the melody without your prior written consent, which shall not unreasonably be withheld. Your consent shall not be required, however, for any foreign language changes in the Composition, gender changes, and other customary changes that are required for the uses contemplated (e.g., print uses and uses in Records).
(f) Otherwise administer the Composition in a manner not inconsistent with the provisions of this Agreement.
3. WARRANTIES:
Writer hereby warrants and represents that: the Composition is an original work of authorship; Neither the Composition nor any part thereof, including without limitation the title, literary or musical property of the Composition infringes upon any copyright or other intellectually property right or license of any other work, nor the statutory, common law or other rights (including rights of privacy and publicity) of any person, firm, corporation or any third party; Writer is the sole writer and the sole owner of the Composition and of all the rights therein; Writer has not sold, assigned, transferred, hypothecated or mortgaged any right, title or interest in or to the Composition or any part thereof and will not grant any right granted to Publisher hereunder or any part thereof of any of the rights herein conveyed; Writer has not entered into any contract with any other person, firm or corporation affecting the Composition or any right, title or interest therein or in the copyright thereof; No person, firm or corporation other than Writer has or has had any claims or has claimed any right, title or interest in or to the Composition or any part thereof, any use thereof or any copyright therein; The Composition has never been published; and Writer has the full right, power and authority to enter into this Agreement and to grant all of the rights granted hereunder to Publisher.
4. ROYALTIES:
Publisher agrees to pay Writer the following royalties with respect to the Composition:
(a) Fifty percent (50%) of any and all net sums actually received or credited to Publisher's account (less any costs for collection) by Publisher in the United States from the exploitation in the United States and Canada by licensees of Publisher of mechanical rights, electrical transcription and reproduction rights, motion picture and television synchronization rights, and all other rights in the Composition, whether or not such licensees are affiliated with, owned in whole or in part by, or controlled by Publisher.
(b) Writer shall receive Writer's public performance royalties throughout the world directly from Writer's own affiliated performing rights society and shall have no claim whatsoever against Publisher for any royalties received by Publisher from any performing rights society which makes payment directly (or indirectly other than through Publisher) to writers, authors and composers.
(c) Fifty percent (50%) of any and all net sums, after deduction of foreign taxes, actually received or credited to Publisher's account (less costs for collection) by Publisher in the United States from sales, licenses and other uses of the Composition in countries outside of the United States and Canada (other than public performance royalties are hereinabove mentioned in Subclause 4(b)) from collection agents, licensees, subpublishers or others, whether or not same are affiliated with, owned in whole or in part by, or controlled by Publisher.
(d) Publisher shall not be required to pay any royalties on professional or complimentary printed copies of the Composition or copies of mechanical derivatives of the Composition which are distributed gratuitously to performing artists and disc jockeys or for advertising, promotional or exploitation purposes (i.e. so-called “Free Goods”). Furthermore, no royalties shall be payable to Writer on consigned copies of the Composition unless paid for, and not until such time as an accounting therefore can properly be made.
(e) Except as expressly provided herein, no other royalties or monies shall be paid to Writer. In no event shall Writer be entitled to share in any advance payments, guarantee payments or minimum royalty payments that Publisher may receive in connection with any subpublishing agreement, collection agreement, licensing agreement or other agreements covering the Composition.
(f) Notwithstanding anything to the contrary provided herein, Publisher shall have the right to deduct ten percent (10%) of all sums received or credited to Publisher's account as an administration fee, before computing the compensation payable to Writer.
5. ACCOUNTING:
Publisher will compute the total royalties earned by Writer pursuant to this Agreement within ninety (90) days of Publisher's regular accounting periods, but in not less frequently than semiannually. Publisher will submit to Writer the royalty statement for each such period, together with the net amount of such royalties, if any, which shall be payable after deducting any and all unrecouped advances, if any and chargeable costs under this Agreement. Writer may, at Writer’s own expense, appoint a certified public accountant to examine those books and records, as provided paragraph in this only. Your accountant may make those examinations only for the purpose of verifying the accuracy of the statements sent to you under paragraph 4 of this Agreement. Your accountant may make such an examination for a particular statement only once, and only within one (1) year after the date Publisher sends you that statement under this paragraph. Your accountant may make those examinations only during Publisher’s usual business hours, and only at the place where Publisher keeps the books and records to be examined. You will be required to notify Publisher at least thirty (30) days before the date of commencement. If Writer has any objections to a royalty statement, Writer will give Publisher specific written notice of that objection and your reasons for it within one (1) year after the date Publisher sends Writer that statement under this paragraph. Each royalty statement will become conclusively binding on Writer at the end of that one (1) year period, and Writer will have no further right to make any objections to it. Writer will have no right to sue Publisher in connection with any royalty accounting, or to sue Publisher for royalties derived from the exploitation of the Composition during the period a royalty accounting covers, unless Writer commence the suit within one (1) year following that one (1) year period. If Writer commences suit on any controversy or claim concerning royalty accountings rendered to Writer under this Agreement, the scope of the proceeding will be limited to the determination of the amount of the royalties due for the accounting periods concerned, and the court will have no authority to consider any other issues or award any relief except recovery of any royalties found owing. Your recovery of any such royalties will be the sole remedy available to Writer by reason of any claim related to Publisher’s royalty accountings. Without limiting the generality of the preceding sentence Writer will not have the right to seek termination of this Agreement or avoid the performance of Writer’s obligations under it by reason of any such claim.
6. NAME AND LIKENESS:
Writer grants to Publisher the perpetual right to use and publish and to permit others to use and publish Writer's name (including any professional name heretofore or hereafter adopted by Writer), likeness and biographical material, or any reproduction or simulation thereof in connection with rights granted hereunder and otherwise concerning the Composition, and for any other purpose related to the business of Publisher, its associates, affiliates and subsidiaries, or to refrain there from.
7. POWER OF ATTORNEY:
Writer does hereby irrevocably empower and appoint Publisher, or any of its officers, as its true and lawful attorney-in-fact to secure and renew the copyright in the Compositions for the initial and any renewal and/or extension periods for Publisher’s benefit, to initiate and compromise any claim or action against infringers of rights in the Composition and to execute in your name or otherwise any and all documents and/or instruments necessary or desirable to accomplish the foregoing and/or to evidence Publisher’s ownership of the copyrights (including, without limitation, such registrations of Publisher’s copyright and/or ownership interest as Publisher may deem advisable) and/or to effectuate Publisher’s rights hereunder. The power granted herein is coupled with an interest and is irrevocable.
8. ASSIGNMENT:
Publisher shall have the right to assign this Agreement and any of its rights hereunder and to delegate any of its obligations hereunder in whole or in part, to any person, firm or corporation. Writer shall not have the right to assign this Agreement nor any interest therein nor any sums that may be or become due hereunder without the prior written consent of Publisher, which shall not be unreasonably withheld. No purported assignment in violation of this restriction shall be valid to pass any interest to the assignee or transferee.
9. REVERSION:
If Publisher fails to secure any commercial exploitation of the Composition within ____ years from the date of this Agreement, the Composition (including the copyright therein) shall automatically revert to Writer. Commercial exploitation shall mean any use of the Composition that results in an advance, royalty or other compensation for such use, including without limitation, use in recordings, motion pictures, television, advertising, and print. Publisher agrees to execute any documents (including, without limitation, an assignment of copyright) necessary to effect such reconveyance upon Writer's written request.
10. MISCELLANEOUS:
(a) This Agreement contains the entire understanding of the Parties to this Agreement relating to the subject matter of this Agreement and cannot be modified or terminated except by an instrument signed by an officer of Publisher and you. A waiver by either Party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party, whether expressed herein, or otherwise.
(b) Publisher may assign this Agreement and any of its rights hereunder in whole or in part to any Person which controls, which is controlled by, or which is under common control with, Publisher, or which is in partnership with Publisher and/or any of its affiliates, or to any Person acquiring all, or a substantial part of, Publisher’s stock and/or assets or with whom Publisher may merge or to an established company with an international reputation in the music publishing business. You may not assign this Agreement, or any of your rights hereunder, without the prior written consent of Publisher provided that such assignment will be subordinate to Publisher’s continuing right to apply all such royalties due or becoming due in recoupment of all advances, loans or other offsets which may be recoupable from your royalties.
(c) This Agreement, when signed by the Parties, shall constitute the entire understanding with respect to the subject matter herein, superseding all prior and contemporaneous promises, agreements and understandings, whether written or oral thereto.
(d) The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision under any other jurisdiction.
(e) This Agreement and the validity, interpretation and legal effect of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California applicable to contracts entered into and performed entirely within the State of California. Only the California courts (state and federal) will have jurisdiction over any controversies regarding this Agreement and the transactions contemplated by this Agreement; any action or other proceeding which involves such a controversy will be brought in those courts in Los Angeles County, and not elsewhere. You hereby irrevocably submit to the jurisdiction of the California courts (state and federal) in any such action or proceeding and irrevocably waive any right to contest the jurisdiction (in rem or in personam) or power or decision of that court within or without the United States other than appropriate appellate courts. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within the State of California.
(f) In entering into this Agreement, and in providing services pursuant hereto, you will have the status of an independent contractor and nothing herein contained will contemplate or constitute you as Publisher’s agent, employee or representative. |
|
|
|
