Publishing and Licensing Agreement
1. THE BASIS ON WHICH YOU ARE SIGNED
This Agreement is an exclusive Licensing and Publishing administration agreement by which you exclusively grant to us the copyright in all songs (including music, lyrics, arrangements, and titles) written by you and whose titles are specified in the schedule annexed. These are called the Songs.
2. HOW LONG YOU ARE SIGNED FOR
This Agreement shall run for a period of 60 months from the date of signature hereof and shall continue thereafter unless terminated by either party on 6 months written notice. This is called the Term of the Agreement.
3. HOW LONG WE CONTROL THE SONGS FOR
3.1 We shall exclusively own and administer the worldwide copyright of your Songs for the duration of the Term but if we procure a cover or a synchronization license of your Songs or any of them then the Term shall be extended in respect of those Songs only for a further period of 3 years. The Term and this period of extension is called the Rights Period.
3.2 So you assign to us for the Rights Period all of your copyright and or similar rights, title, and interest in the Songs.
4. WHAT YOU WILL DO FOR US
4.1 If during the Term you would like us to administer additional songs which are not specified in the schedule then we will do so on the same terms and conditions as contained herein provided that you comply with clause 4.2 below.
4.2 You shall give us full copyright information relating to each Song. You shall give us full contact details for each writer that you collaborate with (if he/she is not already signed to us). You will within 48 hours of writing each Song provide us with a copy in a demo form (MP3 or CD format or otherwise as we may agree) with (if requested) legible lyric sheets, together with an instrumental version.
4.3 Should any further documentation be required to confirm the assignment and grant of rights in this Agreement (for example signature of registrations), you will sign any such documentation.
5. WHAT WE PAY YOU
We shall pay a royalty as follows: An amount equal to Sixty percent (60%) of our Net Receipts as that expression is defined below. But in the case of any Cover of a Song, this shall be sixty percent (60%) of Net Receipts and in the case of PRS income (where the so-called Writer’s Share is paid directly to you), we shall pay you forty percent (40%) of the so-called “Publisher’s Share” received by us (or twenty (20%) percent in the case of a Cover).
For these purposes: - “Cover” shall mean:
Any song recorded by an artist other than yourself which recording has been procured by us and/or our licensees and/or sub-publishers.
Any Song licensed for use in a film, TV program or commercial which has resulted from our efforts and/or those of our licensees and/or sub-publishers. "Net Receipts” shall mean all sums received by us in the UK resulting from the exploitation of the Songs that is to say after:
Standard commissions actually retained by performing rights societies and/or mechanical rights collection agencies or other collection agencies;
VAT or any other taxes required to be deducted in any part of the World, “the Territory”;
Any amounts paid by way of remuneration to arrangers’ adaptors and translators;
Any amounts retained by our sub-publishers sub-licensees and/or administrators (which shall not exceed twenty-five (25%) percent of the monies arising “at source” in the relevant territory).
6. WHEN WE WILL PAY YOU AND YOUR RIGHTS TO INSPECT OUR BOOKS
6.1 We shall send you royalty statements no less frequently than on a semiannual basis within ninety (90) days after each such semi-annual accounting period. If any royalties are shown to be due.
6.2 Once in each calendar year, and subject to the prior appointment on reasonable notice, your representative (an independent qualified accountant) may audit (at your expense) our books and records to verify the accuracy of the statements submitted to you. Such representatives shall not conduct such audits on a contingency basis. Each statement shall be deemed agreed and binding if you have not challenged it within one (1) year from when it was rendered.
6.3 The documents made available for audit contain confidential commercial information and neither you nor your representatives will disclose or use on behalf of any third party any facts or information obtained as a result of any such inspection. You shall provide us with a full copy of any draft and/or final report and you and your representatives shall discuss such report with us with a view to correcting any errors or questions arising therefrom.
7. WHAT WE SHALL DO FOR YOU
7.1 We shall do our best to exploit your songs.
7.2 We shall exploit each Song by either granting licenses for commercial recordings of the Song or by granting a license for the use of the Song in a commercial or for a cinema or television film or by bona fide broadcasting transmitting or otherwise communicating the Songs to members of the public (including via terrestrial/satellite/internet radio).
7.3 If we have not in relation to any Song done any of these things within two (2) years after the end of the Term of this Agreement then our rights in respect of such Song shall revert to you (subject only to any rights vested in third parties) upon receipt of a written request for reversion. Notwithstanding the foregoing, if we have made any recoupable payments to you and your account shall remain unrecouped at the end of the above mentioned two (2) year period, then we shall have a further period of an additional three (3) years within which to achieve some form of commercial exploitation before any such unexploited Songs shall revert to you.
7.4 We shall cause the Songs to be registered with the appropriate copyright collection societies.
8. YOUR PROMISES TO US:
8.1 You are free to enter into this Agreement and own all the rights in and to the Songs.
8.2 The Songs are original and do not infringe the rights of any third party.
8.3 To indemnify us against all loss and damage (including legal fees and costs) arising out of any claim by a third party which is inconsistent with any promise made by your Agreement and you shall agree to reimburse us on demand for any payment made by us with respect to any liability or claim to which the foregoing indemnity applies.
8.4 You shall waive all moral rights and shall not enforce or exercise your moral rights in the Songs so as to restrict or restrain us or any person claiming through us from exploiting the Songs PROVIDED THAT your right to be properly credited as the author of the Songs shall be respected and we shall not authorize knowingly any derogatory adaption of a Song.
8.5 If a claim is presented against us which is inconsistent with the warranties you have given us and if we in our sole discretion consider ourselves to be placed in jeopardy then we shall notify you of such claim. Until such claim has been finally adjudicated or settled, we shall have the right to withhold any and all monies becoming due and payable to you hereunder. Royalties that would otherwise be due to be paid to you shall be deposited in an interest-bearing bank account. Upon the final adjudication or settlement of such claim, we shall disburse all funds (fewer costs and damages) in accordance with the terms of any settlement, judgment, or other disposition thereof
8.6 Your songwriting services are unique and of a personal nature. The loss of your services may not be adequately compensated by damages and so, we will be entitled to injunctive relief against you for failure to provide such services exclusively to us or for other breaches by you.
8.7 We shall be entitled to take legal proceedings in your name to protect our rights under this Agreement.
9. CREATIVE ISSUES
We shall use reasonable commercial endeavors to consult with you on all creative issues to do with the Songs. You shall have a right of consultation over the use of your Songs in commercials and advertisements (but excluding commercials or advertisements for records featuring or promoting your Songs), and over the making of any material changes to the original language lyric or musical content of your Songs.
10. PRS OR EQUIVALENT
10.1 If you are a member of the PRS, then this Agreement shall constitute your certificate for the purpose of rule 1(o) of the PRS, entitling PRS to treat us as “Publishers exploiting the Songs for the benefit of the Writer”. The so-called “Writer’s Share” of all performing right fees shall be six twelfths (6/12) of all such monies collected by the PRS following the deduction of the latter’s collection fees. Such a share shall be paid to you directly by the PRS. The Publishers shall not be under any obligation to collect payor account to you for such “Writer’s Share” of performing right fees. “Publisher’s Share” shall mean the original combined publisher’s share and sub-publishers share of performing fees customarily paid by performing right societies to publishers but not less than six-twelfths (6/12) of gross performing fees.
10.2 You shall notify us immediately if you are a member of any performing or copyright collection society that is not based in the UK.
11. EFFECT OF BREACH
11.1 If we shall materially fail to perform any material obligation and such failure continues for a period of forty-five (45) days after receipt by us of notice in writing from you specifying such default you can terminate the Term of this Agreement by written notice.
11.2 If you shall materially default in the performance of any of the material obligation and such default shall continue for a period of forty-five (45) days after receipt by you of notice in writing from us alleging such default we shall be entitled to forthwith terminate the Term of this
Agreement by written notice.
11.3 Any termination of the Term shall be without prejudice to our already acquired rights hereunder. In the event of any termination under subclause
11.2 then any and all recoupable payments made to you hereunder shall to the extent not recouped by us as at the date of such termination be forthwith repayable by you to us.
11.4 Notwithstanding the foregoing if you fail or refuse to fulfill material obligations hereunder or commit a breach of any of the material terms and/or conditions hereof we may without prejudice to our other rights suspend our obligations to you for the duration of such failure or refusal and the Term of this Agreement shall thereafter be deemed automatically extended for a period equal to all or any part of the period of such default or breach PROVIDED THAT no such suspension or extension for any one default shall exceed two (2) years.
12. JURISDICTION AND INTERPRETATION
This Agreement shall be governed by Ukrainian law.