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AGREEMENT dated [date] between [name] (Writer) of [address], and [name], a corporation with principal place of business at [address] (Publisher).
ADDENDUM TO PUBLISHING AGREEMENT DATED ____________ day of _______, 20___.
The Writer and Publisher do hereby agree to the terms of the aforementioned Agreement under the following terms and conditions:
01. Publisher agrees that if the song by Writer now entitled [title] is not assigned a mechanical license to be recorded and released to the general public on phonorecords by the ______ day of ___________, 20____, the Publisher shall relinquish and return all rights and copyrights to the Writer.
02. The Writer shall not be held responsible for any payment to the Publisher regardless of the amount Publisher may have spent on the recording, development, promotion, or any other expense incurred by Publisher relating to this song.
03. In the event Publisher is responsible for the placement of said musical composition on phonorecords released to the public, Writer hereby agrees to honor and uphold the Publishing Agreement to which this is an Addendum.
04. Writer agrees that the Publishing Agreement shall be in force and binding during this option period and will not assign the rights to the aforementioned song to any other until this Agreement has expired without the song being recorded on phonorecords for the public.
05. During this option period, Publisher shall not be required to defend Writer against any legal action against Writer for copyright infringement, or any other proprietary right. After this option period has expired with the song recorded on phonorecord, and the Publishing Agreement to which this is an Addendum is in effect, Publisher will defend the Writer under the terms outlined in the Publishing Agreement.
06. 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.
07. Invalidity. If any provision of this Agreement or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications therein shall not in any way be affected or impaired.
08. 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.
09. Return of Material. Upon receipt of a written request from Writer, Publisher will return to Writer all copies or samples of Confidential Song Information that, at the time of the receipt of the notice, are in Publisher's possession.
10. Waiver Of Contractual 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.
11. Understanding. 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.
12 Validity. In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.
13. Severability. 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.
14. 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 the United States Postal Service. 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 Writer:
[city, state, zip]
If to the Publisher:
[city, state, zip]
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
15. 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.
16. Expenditures. 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 __________________.
17. Modification. This Agreement may not be modified, changed, or amended, except by a writing signed by the party to be charged.
18. Arbitration. Any disputes pertaining to said Agreement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
The arbitration proceedings shall be governed by the laws of (...Country/State...).
19. Controlling Law. This Agreement, regardless of where made, shall be construed and enforced in accordance with the internal laws of [state], applicable to agreements to be executed and performed wholly within said State.
20. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
21. IN WITNESS WHEREOF, this Agreement has been signed on the date first above written.
ACKNOWLEDGEMENT BY NOTARY PUBLIC
State of ________)
On ________, before me, ________, Notary Public, personally appeared ________, [Name(s)] who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 signatures on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under the PENALTY OF PERJURY under the laws of the State of _________ that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Name of Notary
My Commission Expires