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Music Publishing Agreement

(Long form -- Comprehensive)

(NOTE: CO-PUBLISHING AGREEMENT WITH EXCLUSIVE ADMINISTRATION RIGHTS GRANTED TO ONE CO-OWNER SUBJECT TO CERTAIN RESTRICTIONS.)

Dated:

INDEPENDENT MUSIC PUBLISHING COMPANY

Attn:

Address:

Telephone:

Email:

Fax:

Re:Co-Publishing and Exclusive Administration Agreement

Dear [Name]:

The following, when signed by you and by us, will constitute the terms and conditions of the exclusive co-publishing (i.e., "participation") agreement between you and us.

1. Scope of Agreement:

1.1. Subject to those requirements and/or restrictions set forth in subparagraph 1.2., below, you and we will each own an undivided [--%] share of the copyright in, and we will have exclusive worldwide life-of-copyright administration of, your interest in the songs (and all derivative works based thereon) listed on the attached Schedule "A" (referred to below as the "Subject Compositions").

1.2. Although it is intended that we and our foreign subsidiaries, affiliates and licensees have the fullest possible rights to administer and exploit the Subject Compositions, to utilize your name and likeness in connection therewith and to execute PA forms (and other routine copyright documents) in your name and on your behalf as your attorney-in-fact (which appointment is coupled with an interest and is therefore irrevocable), neither we nor they shall do any of the following without your prior written consent in each instance (which consent, unless expressly provided otherwise, shall not be unreasonably withheld by you):

1.2.1. Authorize any change in the English-language title and/or lyric of any Subject Composition, alter the harmonic structure of any Subject Composition, or alter the melody of any Subject Composition (except insubstantial changes necessary to accommodate the syllabic requirements of foreign languages);

1.2.2. Issue a mechanical license for the use of any Subject Composition at less than the prevailing statutory or society rate, except in connection with those types of uses for which reduced-rate licenses are customarily granted in the country in question;

1.2.3. Authorize the use of the title of any Subject Composition as the title of a play, film or TV program, or authorize the dramatization of any Subject Composition;

1.2.4. Authorize the synchronization of any Subject Composition in (A) a film or TV program bearing a rating of "X" or the equivalent, or (B) any political advertisement.

2. Collection and Division of Income:

2.1. Subject to any rights and/or remedies which may be available to us in the event of a material breach of this agreement on your part not cured as provided in par. 6.3., below, we will be entitled to collect (and shall employ our best efforts consistent with our reasonable business judgment to collect) all writer/publisher income (except the writer's share of public performances collected by societies and any other amount normally paid directly to songwriters by a disbursing agent) generated by the Subject Compositions (including pre-Term earnings).

2.1.1. (a) Net Income from Subject Compositions shall be divided [--%] to us, [--%] to you.

(b) As used herein, "Net Income" shall mean all amounts received by us, or credited to our account in reduction of an advance, from licensees and performing and mechanical rights societies ("Gross Receipts") after deduction of writer royalties as per the annexed Schedule "B" and

(a) actual and reasonable out-of-pocket collection costs (including local subpublisher fees or income shares)

(b) out-of-pocket copyright registration costs,

(c) costs of lead sheets, and

(d) demo costs (approved by both parties in writing) to the extent not recouped from writer royalties.

2.1.2. For the purposes of this paragraph, Gross Receipts on printed materials sold (and paid for) shall be deemed to be:

2.1.2. (a) Outside of the U.S. and Canada [--%] of the marked or suggested retail list price (or the price deemed to be the local equivalent, in any country in which there are no marked or suggested retail list prices) ("list") (prorated in the case of mixed folios and other editions not consisting entirely of Subject Compositions); and

(b) In the U.S. and Canada, [--%] of list on piano/vocal sheet music, [--%] of list on folios other than "fake books" or "educational editions", [--%] of list on "fake books" and "educational editions" (prorated in either event in the case of mixed folios and other mixed editions), on copies sold and paid for.

(c) In the case of amounts received from third-party print licensees your co-publisher's share shall be [--%] while the writer's share shall be [--%].

(d) Print royalties are subject to proration where only part of the composition is a Subject Composition.

2.1.3. Gross Receipts received from our affiliates and licensees outside of the U.S. and Canada shall be deemed to be [--%] of mechanical income from original records, [--%] of mechanical income from Cover Records, [--%] of the publisher's share of public performance income, and [--%] of other categories of income (other than print).

3. Accounting and Payment:

3.1. We will account to you (and make payment where appropriate) within 60 days following the end of each semi-annual calendar period. However, if the amount due for a specific statement is less than [$------]., payment may be deferred until the aggregate amount due to you exceeds [$------].

3.2. We will only be required to account and pay with respect to amounts actually received by us in the U.S. (or credited to our account in reduction of a previous advance received by us in the U.S.).

3.2.1. You (or a certified public accountant on your behalf) shall have the right to audit our books and records as to each statement for a period of [--] years after such statement is received (or deemed received as provided below). Legal action with respect to a specific accounting statement or the accounting period to which such statement relates shall be barred if not commenced in a court of competent jurisdiction within [--] years after such statement is received (or deemed received as provided below).

3.2.2. For the purposes of calculating such time periods, you shall be deemed to have received a statement when due unless we receive notice of nonreceipt from you (in the manner prescribed in paragraph 7, below) within 30 days thereafter. However, your failure to give such notice shall not affect your right to receive such statement (and, if applicable, your royalty and/or net income payment) after such [--] day period.

3.3. In "blocked currency" situations, we shall not be required to pay you until the blockage shall have been removed, but if requested to do so, we shall deposit blocked currency royalties in the local currency in a depository of your choice. The exchange rates used by third parties in accounting to us shall be used by us in accountings hereunder.

3.4. All payments hereunder shall be subject to all applicable taxation statutes, regulations and treaties.

4. Warranties and Representations:

4.1. By your signature below, you warrant and represent

(a) that you have the right to grant the rights granted to us hereunder,

(b) that the Subject Composition does not infringe any third party's rights or violate any applicable criminal statute, including but not limited to such third party's copyright, trademark, service mark, or right of privacy or publicity,

(c) that the Subject Composition is not defamatory and

(d) that your music publishing designee will affiliate with ASCAP, BMI or another recognized performing rights society to which the writers of the Subject Compositions are affiliated, and you will immediately advise us of said affiliation.

4.1.1. Except as set forth in the annexed Schedule "C", neither you nor your music publishing designee, nor anyone acting on your and/or your music publishing designee's behalf or deriving rights from or through you or your music publishing designee

(a) has received or will receive an advance, loan or other payment from a performing rights society, record company or other third party which is or may be recoupable from (or otherwise subject to offset against) moneys which would otherwise be collectible by us hereunder,

(b) is presently subject to any so-called "controlled compositions" clause under a recording agreement or

(c) is presently subject to any provision of a recording agreement which would allow a record company to charge any amount against mechanical royalties.

4.1.2. Notwithstanding the foregoing, in the event that any record company to whom you (or an entity furnishing your services) are or may hereafter be under contract charges any advance(s) or other amount(s) against mechanical royalties earned by the Subject Compositions from recordings made under such recording agreement or reduces the amount of mechanical royalties otherwise due to you because the mechanical royalties payable with respect to "outside material" embodied in your recordings causes aggregate mechanical royalties to exceed the per-record maximum rate(s) prescribed in the controlled compositions clause of your recording agreement, then, in addition to any other rights and remedies available to us, we shall be entitled to

(a) send a letter of direction in your name advising your record company of the terms of this paragraph 5 and instructing such record company (upon recoupment from record and/or video royalties of any portion(s) of the advance(s) or other amount(s) so charged) to re-credit us directly to the same extent (not to exceed the total amount originally recouped from or charged against mechanical royalties) and

(b) reimburse ourselves from any and all moneys (including your writer/publisher royalties) earned hereunder, for any amount charged against mechanical royalties, except to the extent later recovered through the re-crediting process.

4.1.3. In the event of a breach of this paragraph 5.2., we shall (in addition to any other remedies available to us) be entitled to reimburse ourselves from moneys otherwise becoming due to you or your music publishing designee hereunder to the extent that moneys are not collectible by us by reason thereof.

5. Indemnities; Cure of Breaches:

5.1. Each party will indemnify the other against any loss or damage (including court costs and reasonable attorneys' fees) due to a breach of this agreement by that party which results in a judgment against the other party or which is settled with the other party's prior written consent (not to be unreasonably withheld). In addition, your indemnity shall extend to the "deductible" under our errors-and-omissions policy without regard to judgment or settlement. Each party is entitled to be notified of any action against the other brought with respect to any Subject Composition, and to participate in the defense thereof by counsel of its choice, at its sole cost and expense. In the event that one of us refuses to approve a settlement which the other party considers reasonable, the party refusing its consent shall assume the further defense of the subject claim, action or proceeding.

5.2. If a claim is made against us, we may withhold a reasonable amount from moneys due or to become due to you, but we will refund it (together with interest on the amount released at the regular savings and loan passbook interest rate prevailing in Los Angeles from time to time during the period of withholding) if (and to the extent that) suit is not brought with respect to that sum within 1 year thereafter, and we won't withhold moneys hereunder if (and to the extent that) you provide us with a satisfactory commercial surety bond.

5.3. Neither party will be deemed in breach unless the other party gives notice and the notified party fails to cure within [--] days after receiving notice; provided, that if the alleged breach is of such a nature that it cannot be completely cured within [--] days, the notified party will not be deemed to be in breach if the notified party commences the curing of the alleged breach within such thirty-day period and proceeds to complete the curing thereof with due diligence within a reasonable time thereafter. However, either party shall have the right to seek injunctive relief to prevent a threatened breach of this agreement by the other party. All payments required to be made by us hereunder shall be subject to any rights and/or remedies which may otherwise be available to us in the event of a breach of this agreement on your part not cured in the manner prescribed above, and to any withholding which may be required by the rules and regulations of any taxing jurisdiction having authority.

6. Notices: Notices shall be sent by certified (return receipt requested) or registered mail or telex to you and us (to the attention of our Senior Vice President of Legal and Business Affairs) at the above addresses or any other addresses the parties designate by notice in like manner. Statements (and payments, if applicable) shall be sent by ordinary mail. If the party's consent is required, it shall not be unreasonably withheld (unless expressly provided otherwise herein) and shall be deemed given unless the notified party gives notice of nonconsent within [--] days after receipt of notice requesting consent.

7. Law and Forum: This Agreement has been entered into in, and is to be interpreted in accordance with the laws of, the State of [State]. All actions or proceedings seeking the interpretation and/or enforcement of this Agreement shall be brought only in the State or Federal Courts located in [County], all parties hereby submitting themselves to the jurisdiction of such courts for such purpose.

Sincerely,

[NAME] Publishing Company.

By: [Name & Signature]

Agreed & Accepted:

Company:

By: [Name & Signature]

Fed. I.D.#:

Soc. Sec. #:

SCHEDULE "A"

Titles Composers [--%] Controlled [--%]

Composer [--%]

Lyrics [--%]

SCHEDULE "B"

WRITER ROYALTIES

(1) U.S. and Canada:

Print: (all on net paid sales):

Piano/vocal sheet: [--] cents

Folios (other than "fake books" or "educational editions"): 12 [1/2%] of wholesale (prorated in the case of "mixed" folios to reflect number of royalty-bearing compositions);

"Fake books" and "educational editions": [--%] of wholesale (subject to same pro-ration);

(2) Mechanical Royalties: [--%] of gross receipts

(3) Performance Royalties: if collected directly by us and not through a society: [--%] of gross receipts

(4) Foreign Income: [--%] of gross receipts

(5) Other Income: [--%] of gross receipts; provided, that Writer shall not be entitled to receive any portion of any amount received by us from a source which pays writer an equivalent amount directly (including but not limited to distributions from a performing rights society and direct payments of portions of any blank tape tax or charge which may be enacted by Congress if writers and publishers are paid separately).

(6) Demo Costs: To the extent approved by both parties in writing in advance, we shall pay for the cost of making demonstration records of the Subject Compositions. One-half (1/2) of a pro rata share corresponding to Writer's percentage of the Subject Compositions of such total costs shall be deemed additional advances to Writer hereunder.

Above royalties to be prorated where only part of the subject composition is subject to this agreement.

SCHEDULE "C"

(Pursuant to subparagraph 5.2.1., if applicable.)

EXHIBIT "D"

Date:

American Society of Composers,

Authors & Publishers

One Lincoln Plaza

New York, N.Y. 10023

Dear [Name]:

You are hereby authorized and directed to pay to our administrator, [Name] ("Administrator"), at [Address], and we hereby assign to Administrator, all moneys payable from and after the date hereof (regardless of when earned) as our share of the publisher's public performance royalties with respect to the compositions described below:

COMPOSITION COMPOSERS

Copies of all statements shall be sent to Administrator and to us.

The foregoing authorization and direction shall remain in full force and effect until modified or terminated by both the undersigned and Administrator.

Sincerely,

Sincerely,

[Your Name]

[Your Title]

[Your Telephone Number]