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Group Print Agreement
(Comprehensive -- Long Form)
AGREEMENT made on [Date] by and between [Name] of [Address], hereinafter referred to as "Owner", and [Name] of [Address], hereinafter referred to as "Publisher", do agree as follows:
1. (a) Owner hereby grants to Publisher (except as hereinafter provided) the sole and exclusive right, license and privilege to print, publish and sell during the term of this Agreement, or to license to parties in and throughout the territory hereinafter specified, the "Subject Compositions" (as such term is hereinafter defined), in any and all editions as determined by Publisher, including folios, song books, sheet music and other printed publications of the Subject Compositions, and each of them upon such terms, prices and conditions as Publisher may determine in its sole discretion or to refrain therefrom.
Without limiting the generality of the foregoing, Publisher's said rights shall include the right to print, publish, sell and distribute folios and song books containing the Subject Compositions with musical material that is not subject hereto and Publisher's said rights furthermore include the right to print, publish, sell and distribute instrumental versions of the Subject Compositions or lyrics of the Subject Compositions only, alone or in combination with musical material that is not subject hereto.
(b) In connection with the foregoing, Owner hereby grants to Publisher a non-exclusive license to use the name of all present and future members of the group known as [Name] ("Artist"), along with photographs, likenesses of and biographical material relating to said Artist, on printed publications hereunder as determined by Publisher and in connection with the advertising, promotion and sale of the same.
Publisher shall not use any photographs or likeness of Artist unless same have been submitted to Publisher by Owner or prepared by Publisher, in which event they will require approval by Owner within (--) working days (which approval shall not be unreasonably withheld).
(c) Notwithstanding the above, Publisher shall have the right to use the Subject Compositions in a folio containing some or all of the Subject Compositions along with other material performed by Artist, which folio is solely associated with and features only the Artist, along with photographs, likenesses of and biographical material relating to the Artist (any such folio to be called a "Personality Folio"), or to license third parties to use Subject Compositions in "mixed" folios, as that term is generally understood in the music publishing business. The right to issue a "Personality Folio" shall remain exclusive with Publisher during the term of this Agreement, as shall all other rights granted Publisher hereunder.
2. The term of this Agreement shall be (--) years from and after the date hereof and shall continue thereafter from year to year until terminated by either party by written notice at least (--) days prior to the end of any such annual period; Publisher's territory hereunder is world-wide.
3. Subject Compositions shall include each and every musical composition set forth below or on Schedule "A" attached hereto and by this reference made a part hereof. The Subject Compositions hereunder shall furthermore include all musical compositions owned, administered or controlled, directly or indirectly, in whole or in part, by Owner during the term of this agreement, and any and all arrangements and any and all versions of each and every Subject Composition.
4. Owner represents and warrants that it has the right to enter into this Agreement and to grant all of the rights granted and to be granted to Publisher hereunder and the Publisher's exercise of said rights shall not infringe upon the copyright or other property or contractual or other rights of or constitute unfair competition with or be an invasion of privacy or infringement of the right of publicity of any other person, firm or corporation.
5. Publisher agrees to pay Owner the following sums in respect of the Subject Compositions, payable as hereinafter provided:
(a) A sum equal to twelve and (--%) of the suggested retail selling price of folios, song books, legitimate fake books and other publications containing Subject Compositions solely and entirely in respect of all copies of such work sold and paid for.
(b) In the event any Subject Composition is included in any folio, song book or other publication containing musical compositions or other musical materials that are not subject hereto, then in respect to each such work Publisher shall pay Owner a proportionate share of a royalty of twelve and (--%) of the suggested retail selling price for all copies of such work sold and paid for. Owner's share of said royalty shall be based on the ratio that Subject Compositions contained in each such work bear to the total number of musical compositions included therein.
(c)A sum equivalent to [$------] per copy in respect to each copy for regular piano/vocal sheet music sold and paid for in the United States and Canada for which the retail selling price shall be [$------] or more.
For regular piano/vocal sheet music sold and paid for in the United States and Canada which retails for less than [$------] per copy, a sum equivalent to (--%) of the retail selling price.
For regular piano/vocal sheet music sold and paid for outside the territories of the United States and Canada, a sum equivalent to (--%) of the moneys received by us in the United States from the sale of such editions in such territories.
(d) In the event any Subject Composition is sold in an instrumental, orchestral, choral, band or other arrangement, Publisher shall pay Owner a royalty of ten (--%) of the suggested retail selling price for all copies of such work sold and paid for.
(e) Publisher shall pay to Owner a sum equal to (--%) of the suggested retail selling price of each "Personality Folio" containing Subject Compositions solely and entirely along with the name of the Artist and photographs, likenesses of and biographical material relating to the Artist, said payments to constitute full and complete compensation for the rights granted in Paragraph 1 (b) above, all in respect of copies of such "Personality Folios" sold and paid for. In the event any "Personality Folio" contains compositions other than Subject Compositions, Owner's share of the royalty provided for in this paragraph shall be based upon the ratio that Subject Compositions contained in each such "Personality Folio" bear to the total number of musical compositions included therein.
(f) With respect to any sales to or licenses to musical instrument manufacturers for publications which are not to be sold at retail and bear no retail selling price (i.e., sum of royalties) shall be made at the royalty rate provided for above but shall be based on the price received by us from such manufacturer or our customer for such editions of the Subject Compositions.
Simultaneously herewith Publisher shall pay to Owner the sum of [$------], as a non-returnable advance recoupable by Publisher from any and all moneys payable to Owner under this agreement. The parties acknowledge the phrase "non-returnable advance" is to be interpreted as meaning that Publisher shall have no recourse against Owner if Publisher shall be unable to recoup said advance from moneys payable to Owner as above described.
6. Publisher agrees that within (--) days after the last days of June and December of each year it will 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. Upon submission of each statement, Publisher may maintain reserves against subsequent charges, returns, credits or defective merchandise, such portion of payable moneys as may be reasonably necessary and appropriate in Publisher's best business judgment. Each such statement shall be binding upon Owner and not subject to any objection by them for any reasons, unless specific objection, in writing, setting forth the basis thereof, is given to Publisher by Owner within (--) years from the date rendered.
Owner hereby agrees to pay writers of Subject Compositions all moneys payable to writers from Owner's receipts hereunder and further agrees to hold Publisher free and harmless from and against any claims of any writers of any of the Subject Compositions.
7. 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 principal place of business during its normal business hours and upon reasonable notice to verify the correctness of accounting statements rendered hereunder.
8. Publisher agrees to imprint a copyright notice on each copy of every printed publication of any of the Subject Compositions hereunder, in compliance with the formalities of the United States Copyright Law of the Universal Copyright Convention as well as the year and date of any prior copyright registration in the United State of America. Owner agrees that Publisher shall be entitled to rely on the accuracy of any such information furnished to Publisher by Owner.
9. Owner hereby agrees to provide Publisher with all necessary original photographs of the Artist and with appropriate biographical material relating to the Artist.
10. Owner agrees that Publisher shall have the non-exclusive right to sell in and throughout the licensed territory all printed copies of Subject Compositions in Publisher's possession or control as of the termination date hereof until Publisher shall have finally disposed of all such inventory, and Owner likewise agrees that the provisions of Paragraph 1 (b) hereby shall apply during said sell-off.
11. All notices, accounting statement, payments, delivery of printed materials and other documents or things required under the terms of this Agreement shall be sent by United States mail, postage prepaid, addressed to the party of whom the same is sent, as set forth on the first page hereof or to such other address or addresses that a party may notify the other from time to time.
12. This Agreement shall be construed and interpreted under the laws of the State of New York relating to agreements entered into and to be wholly performed in said State, irrespective of the forum or forums to which this Agreement may be presented for construction or interpretation.
13. This Agreement constitutes the entire agreement between the parties hereto and all prior or contemporaneous agreements of any kind or nature between the parties shall be deemed to be merged herein. This Agreement may be modified or amended only by an instrument in writing duly executed by the parties hereto.
14. (a) Owner shall not during the term of this Agreement do any act or authorize, license or knowingly permit any third party (other than a party authorized or licensed by Publisher) to do any act which would in any way derogate from or violate the exclusive right, license and privilege granted to Publisher by this Agreement.
(b) Owner agrees to indemnify and hold Publisher free and harmless from any and all loss, damages, liability, costs, expenses and reasonable attorneys' fees arising out of any claims, demands or actions against Publisher which are inconsistent with any warranty, representation or agreement made by Owner hereunder. Written notice of any such claim, demand or action shall be promptly given to Owner, and Owner shall have the right to participate, at its own expense, in the defense thereof.
Owner shall promptly, upon demand, reimburse Publisher for any payment made by Publisher with respect to any loss, cost, expense, liability or damage to which the foregoing indemnity applies. Pending the determination of any such claim, demand or action, Publisher shall have the right to withhold payment of that portion of moneys hereunder which shall be reasonably related to the size of the claim and estimated expenses.
(c) Publisher expressly acknowledges that the Subject Compositions and all rights granted and to be granted to Publisher hereunder are of a special, unique and intellectual character which gives them peculiar value, and that in the event of a breach by Owner of any term, condition, warranty, representation or agreement hereunder, Publisher will be caused irreparable injury.
Owner expressly agrees that in the event of any such breach, Publisher shall be entitled to injunctive and other equitable relief or damages, in addition to any other rights and remedies available to it, and Publisher shall have the right to recoup any damages from any sums which may thereafter become due and payable to Owner hereunder.
Incorporation By Reference. All exhibits referred to in this Agreement are incorporated herein in their entirety by such reference.
15. 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.
16. 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.
17. 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.
18. Headings. The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof.
19. Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.
20. 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.
21. This Agreement supersedes any prior oral agreements between the parties.
22. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.
23. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
24. 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.
25. Applicable Law. This Agreement shall be governed by the laws of the State of [State].
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and date first above written.
Federal I.D. #:
Federal I.D. #:
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]