“Help us to stay online by your kind donation.
Every penny will help.”
Music Publishing Administration Agreement
THIS AGREEMENT made on [Date] by and between [Name] of [Address] a [State] corporation, hereinafter referred to as "Publisher", and [Name] of [Address] a [State] corporation, hereinafter referred to as "Administrator".
IN CONSIDERATION of the mutual covenants and promises hereinafter set forth, it is hereby agreed by the parties hereto as follows;
1. Publisher hereby designates Administrator and Administrator hereby accepts such designation and undertakes to act as the sole selling agent and business supervisor of Publisher throughout the world.
2. Administrator shall provide all necessary administrative management services and supervisory facilities for Publisher and agrees to take all necessary and proper steps to protect the copyrights owned by Publisher. Such services, facilities and protective measures shall be comparable, at least to the best facilities, services and protective measures provided by Administrator to any other company for which Administrator shall also be acting during the term hereof in the same capacity as it agrees herein to act for Publisher.
Such services and facilities shall include rent, procurement of supplies, selling, invoicing dispatching, shipping, bookkeeping, and collection of accounts, local telephone service and all other services not hereinafter specifically excepted. For all such services and personnel, Administrator shall be authorized to retain percent [--%] of the gross income received by or on behalf of Publisher from all sources during the term of this agreement (the "Administration Fee").
3. Publisher will pay the salaries of any employees (subject to written approval by Publisher) employed by and for Publisher exclusively for the exploitation of its catalogue. Administrator agrees, nevertheless, to advance for the account of Publisher all sums required for the defraying of the costs and expenses with respect thereto.
4. With respect to all compositions owned or controlled by Publisher, Publisher will pay the following:
(a) All expenses for the purchase of music paper and other inventory, printing engraving, autographing, orchestrating, authors' royalties, advertising in trade periodicals, disc jockey records and other trade publicity;
(b) Costs of any authorized special arrangements required by Publisher for the exploitation of its catalog;
(c) All accounting and legal fees incurred solely with respect to the compositions;
(d) Any fees required to be paid to for the collection of mechanical and synchronization fees due to Publisher by reason of licenses issued by but in no event shall such fees exceed [--%] percent of mechanical license fees and [--%] percent of synchronization license fees without first having obtained the consent of Publisher. No expenses other than those referred to above shall be charged to Publisher without the consent of Publisher. Administrator agrees to advance for the account of Publisher all sums required for the defraying of the costs and expenses with respect thereto.
5. Advances made by Administrator pursuant to paragraphs 3 and 4 of this agreement, and any additional advances made by Administrator which Administrator agrees to advance to or for the account of Publisher when and if necessary, for the purpose of conducting the music business of Publisher, will be repaid to Administrator from the gross income received by or on behalf of Publisher from all sources, after first deducting the Administration Fee.
6. After deduction of its administration fee and all costs and expenses which it is permitted to charge against gross income pursuant to the terms of this agreement (including all advances properly made), Administrator shall pay or cause the payment to Publisher of the entire net income earned by or with respect to each musical composition presently in the Publisher's catalogue or which may during the term of this agreement be acquired by Publisher.
7. Administrator agrees to render semi-annual financial statements prepared by a Certified Public Accountant to the stockholders of Publisher, no later than [--] days following the termination of each semi-annual accounting period.
8. This agreement shall commence on the date hereof and shall continue for [--] years. Thereafter, this agreement shall continue from year to year unless terminated upon ninety [--] days written notice delivered by either party to the other.
9. This agreement shall be construed in accordance with the laws of the State of [State] applicable to agreements wholly to be performed therein. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions of this agreement.
10. 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.
11. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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 in 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 Publisher:
[city, state, zip]
If to the Administrator:
[city, state, zip]
18. 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.
19. All costs incurred in enforcing this Agreement and in collection of sums due, to include, without limitation, reasonable attorney fees through all trials, appeals, and proceedings, to include, without limitation, any proceedings pursuant to the laws of the United States and any arbitration proceedings, shall be paid by [Name].
20. This agreement contains the entire understanding between the parties hereto and all of its terms and conditions shall be binding upon and shall inure to the benefit of the respective parties hereto and their respective successors and assigns. No subsequent modification or waiver shall be valid or binding unless reduced to written form and signed by the party or parties sought to be charged.
21. Applicable Law. This Agreement shall be governed by the laws of the State of [State].
22. 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.
23. Headings. The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof.
24. Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.
25. Entire Agreement. This Agreement including any attachments is the entire agreement between the parties and there are no other promises or conditions in any other written agreement.
26. This Agreement supersedes any prior oral agreements between the parties.
27. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.
28. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
29. 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.
30. 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].
Name of Publisher
Name of Administrator
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]