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Agreement Of Rights To Reprint Copyrighted Lyrics
THIS BROADCASTING AGREEMENT is made on [Date] by and between [Name], hereinafter referred to as the "Publisher", a company organized, and existing under the laws of the State of [State], with its principle place of business located at [Address], and [Name], hereinafter referred to as the "Author", an individual with his or her principle place of residence located at [Address], do hereby agree to the following:
WHEREAS, the Author has sole intellectual property and copyright rights to the lyrics known as [describe and/or detail the lyrics]. The lyrics are in written form, and are contained within the pages of the (book/publication) entitled: [title and copyright date of book/publication]. The exclusive work [book/publication) consists of [--] pages with approximately [--] of words. The lyrics are to be found on page(s) [--] of this [book/ publication].
1. Permission To Reprint. The Author grants the Publisher a [non-exclusive/exclusive] right to reprint said lyrics in a new publication entitled [title]. The proposed date of release of the reprinted lyrics will be [Date]. The original work was copyrighted in (year) by the Author, with all rights reserved.
2. Monetary Compensation. The Author shall be paid by the Publisher a total fee of [$------], to be paid as follows: [method of payment). No further compensation shall be due and payable to the Author. The Author shall receive credit in all distributed versions of the forthcomming new publication as the originator of said works.
3. Indemity. The Author warrants that the lyrics described herein are the original copyrighted property of the Author, and that the same do not violate any copyright, industry logo, trademark or any other protection of intellectual property by the Author. The Author further warrants that the Author has the full right to convey the rights granted to the Publisher. The Author shall idemnify and hold harmless the Publisher from any such claims related to the work of the Author. Provided, however, that in the event that the Publisher specifically requests in writing a particular form of rendering that the Author shall be fully responsible for such claims to the extent that they are proximately caused by the Publisher's request.
4. Amendments of this agreement shall be by mutual consent of the parties only in writing.
5. Arbitration. Any disputes pertaining to said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
6. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
7. Waiver Of Agreementual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
8. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
9. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise,
(a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and
(b) the word including means including without limitation.
10. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
11. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
12. Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with U.S. Mail. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:
If to the [Name]:
[city, state, zip]
If to the [Name]:
[city, state, zip]
All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; (--) business days after deposit in U.S. Mail, postage prepaid, if mailed; when answered back, if faxed; and when receipt is acknowledge. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
13. Failure to Object Not a Waiver. The failure of a party to object to, or to take affirmative action with respect to, any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach or of any future violation, breach, or wrongful conduct until (--) days since the wrongful act or omission to act has passed.
14. Unenforceable Terms. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.
15. Execution In Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.
16. Incorporation By Reference. All exhibits referred to in this Agreement are incorporated herein in their entirety by such reference.
17. Cross-References. All cross-references in this Agreement, unless specifically directed to another agreement or document, refer to provisions in this Agreement, and shall not be deemed to be references to any overall transaction or to any other agreements or documents.
18. Miscellaneous Provisions. The various headings and numbers herein and the grouping of provisions of this Agreement into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Agreement shall in all cases be construed in accordance to its fair meaning as if prepared by all parties to the Agreement and not strictly for or against any of the parties.
19. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
20. Headings. The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof.
21. Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.
22. This Agreement supersedes any prior oral agreements between the parties.
23. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.
24. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
25. Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.
26. Entire Agreement. This agreement, in its entirety, contains the full understanding of the parties. It may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, extension, modification, waiver or discharge is sought.
27. Applicable Law. This Agreement shall be governed by the laws of the State of [State].
28. Time of The Essence. Time is the essence of this agreement.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].
This Section for Notary:
STATE OF -------)
) ss: [Date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]