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Single Song Printed Music License Agreement
(Non-Exclusive Print License for Use of a Single Song in a Particular Folio)
AGREEMENT made effective on [Date] by and between
[NAME] PUBLISHING COMPANY
(hereinafter referred to as the "Owner") and
[NAME] PUBLISHER, INC.
(hereinafter referred to as the "Publisher")
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Owner hereby grants to Publisher, its successors, assigns, affiliates, subsidiaries and licensees a non-exclusive license during the term hereof, to print, sell and distribute in the bound edition, with such other compositions and contents as may be selected by Publisher, at Publisher's sole cost and expense, the copyrighted musical composition entitled:
Title: "Song Title"
Copyright Notice: Copyright (c) [Year].
(which composition is for convenience hereinafter referred to as the "Subject Composition") in any and all arrangements and adaptations thereof as Publisher may elect, throughout the world (hereinafter referred to as the "Licensed Territory"), for use solely in a music folio entitled:
(hereinafter, referred to as the "Folio") and to sell the same at such prices and on whatever terms, conditions and discounts as Publisher may in its sole discretion determine from time to time.
2. In full consideration for all rights, licenses and privileges granted to Publisher hereunder and for all warranties, representations and agreements herein made by Owner, Publisher agrees to pay to Owner a sum equal to a proportionate part of [--%] percent of the marked retail selling price ("MRSP") on net sales of the Folio which the number of compositions bears to the total number of copyrighted compositions, and copyrighted arrangements of public domain works for which royalties are payable, contained in the Folio. (As used in this agreement, "net sales' refers to copies sold and paid for and not returned.) Upon execution hereof, Publisher agrees to pay Owner the sum of [$------] as a non-returnable, recoupable advance against royalties payable hereunder.
3. (a) With respect to all sums which may be received by Publisher derived from sales of copies of the Subject Composition, Publisher shall, subject to a reasonable reserve against returns (not to exceed forty percent [--%], which reserve shall be liquidated on the accounting statement for the accounting period next following the accounting period in respect of which such reserve is established), within [--] days after the last days of June and December of each year, prepare and furnish statements to Owner, and each such statement shall be accompanied by a check or checks in payment of any and all sums shown to be due thereby. Each such statement shall be binding on Owner and not subject to any objection for any reason, unless specific objection in writing, setting forth the basis thereof, is given to Publisher by Owner within [--] years from the date rendered.
(b) To the extent that Owner is paid therefor by Publisher, Owner hereby agrees to pay the writer(s) of the Subject Composition all moneys payable to writer(s) from Owner's receipts hereunder and further agrees to hold Publisher free and harmless from and against any claims of any writer(s) of the Subject Composition.
4. (a) Publisher agrees to keep and maintain full and complete books and records concerning the subject matter hereof; and Owner shall have the right to examine Publisher's books and records at Publisher's place of business in Los Angeles, California during its normal business hours and upon reasonable notice to verify the correctness of accounting statements rendered hereunder, within [--] years, in each instance, after the rendition of the subject accounting statement.
(b) Legal action with respect to a specific accounting statement or the accounting period to which the same relates shall be forever barred if not commenced in a court of competent jurisdiction within [--] years following the rendition of such statement.
5. Owner shall furnish Publisher with all necessary copyright information, an accurate lead sheet and a copy of the original commercial phonograph recording of the Subject Composition. Owner hereby approves Publisher's use of the copyright information as contained on the lead sheet furnished. Owner shall also furnish Publisher with recent photographs of the artists who perform the Subject Composition on such phonograph record and Owner shall use its best efforts to obtain all necessary consents permitting Publisher to use such photographs free of charge in and in connection with the copies of the Subject Composition printed by Publisher.
6. (a) Owner warrants and represents that it has the full right, power and authority to enter into and to perform this agreement, and that no part of the Subject Composition infringes upon any rights of any other party.
(b) Owner shall indemnify Publisher and hold Publisher harmless from and against any and all loss, damage, cost or expense (including court costs and reasonable attorneys' fees) due to a breach of any such warranty or representation and/or Owner's failure to pay royalties to writers, co-publishers or income participants with respect to amounts paid to Owner by Publisher hereunder. Publisher shall give Owner prompt notice of any claim, action or proceeding to which the foregoing indemnity relates, and Owner shall have the right to participate in the defense thereof by counsel of Owner's choice, at Owner's sole cost and expense. In the event of a claim, action or proceeding covered by this indemnity, Publisher shall have the right to withhold from moneys otherwise becoming due to Owner hereunder an amount reasonably related to the scope of Owner's indemnity with respect thereto, unless (and to the extent that) Owner shall provide Publisher with a commercial surety bond issued by a company, and in a form, reasonably satisfactory to Publisher. Any amount so withheld shall be released if (and to the extent that) legal action is not commenced with respect thereto within [--] year following such withholding.
7. The term of this Agreement shall commence on the date hereof and continue for a period of [--] years from and after the date hereof. Owner agrees that notwithstanding such termination Publisher shall have a non-exclusive license as of the end of the term hereof to market, sell, authorize the continued sale or otherwise dispose of any and all copies (as well as subsequent returns with respect to prior sales) of all editions throughout the Licensed Territory until stocks are exhausted ("sell-off period"). All sales during the sell-off period shall be in the ordinary course of business and shall not be at "close-out", or "distress" prices.
8. (a) Any arrangement which Publisher shall cause to be made of the Subject Composition shall be made at Publisher's expense and shall be created only as the result of employment-for-hire, and such arrangement shall be a "Work Made For Hire" as such term is used in the United States Copyright Law, and all copyrights therein and all renewals, extensions and reversions thereof throughout the world shall be owned by the copyright owner of the Subject Composition, subject to Publisher's use under this agreement.
(b) Publisher agrees to imprint the copyright notice submitted by Owner on each copy of every printed publication of the Subject Composition hereunder, in compliance with the formalities of the United States Copyright Law and of the Universal Copyright Convention as well as imprint under such copyright notice the legend "All Rights Reserved." Any such printed publication not containing such copyright notice shall be deemed to have been published without the permission or authorization of Owner; provided, that in the event of an inadvertent omission of such notice, such omission shall be deemed a breach of contract only and not an infringement of copyright (and Owner's sole remedy therefor shall be in damages).
9. (a) Any written notice, statement, payment or matter required or desired to be given to Owner or Publisher pursuant to this agreement shall be given by addressing the same to the addresses of the respective parties referred to above, or to such other address as either party may hereafter designate, in writing, to the other party, and on the date when same shall be sent by registered or certified (return receipt requested) mail, (provided that any royalty statement may be sent by regular mail), or on the date when delivered, so addressed, toll prepaid, to a telegraph or cable company, or on the date when same shall be delivered to the other party personally or to his duly authorized agent (as designated in writing), such notice shall be deemed to have been duly made pursuant hereto.
(b) Except where expressly provided herein, the consent or approval of a party shall not be unreasonably withheld, and shall be deemed to have been given unless notice of disapproval or nonconsent shall be given by such party within [--] days following notice from the other party requesting such consent or approval.
10. Publisher shall not be deemed to be in breach hereunder unless Owner shall notify Publisher thereof in the manner prescribed herein and Publisher shall fail to remedy such alleged breach within [--] days after receiving such notice (unless the alleged breach is of such a nature that it cannot practicably be completely remedied within [--] days, in which event Publisher shall be deemed to have timely remedied such alleged breach if Publisher commences to do so within such [--] day period and proceeds to complete the remedying thereof within a reasonable time thereafter).
11. Entire Agreement. This agreement constitutes the full and complete understanding and agreement of the parties and it shall not be amended, modified or altered in any respect, except by an instrument in writing, executed by both parties hereto.
12. Applicable Law. This Agreement shall be governed by the laws of the State of [State].
13. 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.
14. Headings. The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof.
15. Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.
16. This Agreement supersedes any prior oral agreements between the parties.
17. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.
18. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
19. 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.
20. 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 Owner
By: [Company Representative]
Federal I.D. #:
Music Publisher, Inc.
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]