Sub-Publishing Agreement : Please fill out the following form. Please print your completed form if you would like to have a copy for your records.
AGREEMENT made this _________ day of ______________, 199_, by and between __________________ (hereinafter called the "Owner"), and _______________________ (hereinafter called the "sub-publisher").
WHEREAS, the sub-publisher is desirous of obtaining certain rights in the musical composition (hereinafter called the "Composition"), now entitled:
a song by ________________________________, for the term herein set forth, and for the territory of:
EXTENT OF LICENSING TERRITORY
only, (herein called the "Territory").
NOW THEREFORE, in consideration of the sum of One Dollar and other good and valuableconsiderations, each to the other in hand paid, receipt of which is hereby acknowledged, it is herebyagreed as follows:
1. The Owner hereby grants to the Sub-Publisher, for the licensed territory only, and for a term equalto the balance of the term of the first United States published copyright of the Composition, all rightsexisting under the copyrights of the Song for the Territory, including, but not limited, the words andmusic thereof, the right to print, publish, and vend the Composition in the licensed Territory, and allperforming rights, and synchronization rights and mechanical rights of the Composition in the licensedTerritory and all claims and demands relating thereto; except only as limited in this Agreement.
2. The foregoing assignment is made subject to the following terms and conditions:
(a) The Owner reserves all rights in and to all copyrights of the Composition and all the rights of anyand every nature thereunder existing, for all the countries of the world outside the licensed Territory.
(b) The Owner reserves the exclusive right to license world-wide uses of the title of the Composition as a title for Motion Pictures.
(c) The grant of performing rights is subject to the rights of ____________. The Sub-Publisher shallcause the performing and broadcast rights of the Song to be registered with the performing rightssocieties in the licensed Territory so as to provide that the entire publisher's share of performing feesand broadcasting fees shall be credited and paid to the Owner. The Sub-Publisher shall account tothe Owner with respect thereto in accordance with Paragraph " 3 (b) (iii)".
(d) The Sub-Publisher shall have the right to issue non-exclusive world-wide licenses for thesynchronization of the Composition with sound motion pictures. If such motion pictures are producedand originate in the Territory. The Owner reserves unto itself the exclusive right to grant licenses forthe entire world for the synchronization of the Composition with sound motion pictures, if such soundmotion pictures are produced and originate outside of the Territory, and the Subpublisher shall not beentitled to share in any world-wide fees received by Owner in respect of any such world-widelicenses.
3. The Sub-Publisher agrees to pay the Owner the following royalties in respect of the Composition.
(a) An amount equal to TEN (10%) percent of the marked retail selling price of each and every copyof whatsoever kind and nature of the Composition, sold and paid for under the authority of thisAgreement.
(b) An amount equal to FIFTY (50%) PERCENT of all moneys received by the Second Party for
(*i) mechanical licenses issued by Sub-Publisher in respect of the Composition,
(ii) synchronization licenses issued by it in respect of sound motion pictures produced and originatedin the Territory, and
(iii) performing fees and broadcasting fees received by Sub-Publisher in respect of publicperformances for profit of the Territory.
4. The Sub-Publisher may reprint the Song in any folio, and in such event, the Sub-Publisher shallpay the Owner, a royalty of that proportion of TEN (10%) PERCENT of the net wholesale sellingprice of such folios sold and paid for as the Composition shall bear to all of the musical compositionscontained in such folios.
5. The Sub-Publisher shall have the right to arrange and adapt the Composition, and to translate thelyrics of the Composition into languages of the Territory, or have a new title and lyrics writtentherefore, and said arrangements, adaptations, translations and new title and lyrics shall be theproperty of the Owner, subject to the rights of the Sub-Publisher hereunder.
6. The Sub-Publisher shall keep true and accurate books of account, which shall at all times be opento inspection during regular business hours by the Owner. The Sub-Publisher shall prepare andforward to the Owner a detailed and itemized statement semi-annually in each year, in or about 45days after the end of each calendar half-year, for said calendar half-year, and each statement shall beaccompanied by a remittance in the currencies of the Territory for all amounts to be due thereunderless taxes, if any. Said accounting and payment, in the absence of written objection thereto by theOwner within ONE YEAR from the receipt thereof, shall constitute an account stated as to allroyalties due for the period encompassed by such statement and/or payment.
7. The Sub-Publisher agrees that on each copy of the Composition published by the Sub-Publisher,there shall be printed the notice of copyright prescribed by the Owner, together with a notification ofthe assignment of the rights for the Territory.
8. The Sub-Publisher agrees to deliver to the Owner, without any charge, a copy of all editions of theComposition printed by it pursuant to the authority of this Agreement.
9. The Sub-Publisher may assign any of its rights hereunder to any other publishers for any countriesof the Territory, provided that the Sub-Publisher shall remain primarily liable for the payment ofroyalties hereunder.
10. With respect to the Territory, the Owner Warrants that the Composition is and shall be new andoriginal, that it does not and shall not infringe any other copyrighted work, and that the Owner has thefull right and power to enter into this Agreement and grant the rights herein granted by it. The Ownershall hold the Sub-Publisher, its successors, assigns, licensees and nominees free and harmless fromany and all claims, costs, and damages arising from any breach of the aforementioned warranties.
11. The Owner hereby appoints the Sub-Publisher and its assigns, its agent and attorney-in-fact, toinstitute in the name of the Owner, as copyright owner of the Composition, any suit, action orproceeding in the Territory, which the Sub-Publisher or its assigns shall in its discretion deemnecessary for the protection of rights herein assigned to it, and the Sub-Publisher hereby agrees toindemnify and hold harmless the Owner of and from any and all obligation to pay any costs, expensesor disbursements with respect to any such suit, action or proceeding, This paragraph shall in no wayrelieve the Owner from any responsibility to the Sub-Publisher with respect to any breaches by theOwner of the any of the terms of this Agreement.
12. LL ROYALTIES PAYABLE UNDER THIS AGREEMENT SHALL BE BASED ONINCOME RECEIVED AT THE SOURCE.
13. This Agreement shall be binding upon and shall inure to the benefits of the parties hereto and theirrespective successors and assigns.
14. This Agreement shall be construed in accordance with and governed by the laws of the State of_________. Should any portion of this Agreement be found to be invalid or unenforceable, it shallnot affect the balance of this Agreement.
15. Sub-Publisher promises to make all of its contracts, correspondences, bills, invoices, books andfiles concerning the Composition available to representatives of Owner upon one week's notice.
16. Sub-Publisher agrees to pay Owner at the time Sub-Publisher and Owner have both signed andexecuted this Agreement an advance of ________________________ .
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their dulyauthorized officers the day and year above set forth.
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