Agreement to Co-Publish Musical Compositions

Agreement to Co-Publish Musical Compositions

Agreement made on the day of , 20, between ,

a corporation organized and existing under the laws of the State of , with its principal office located at , referred to herein as Publisher, and of , referred to herein as Co-Publisher.

Whereas, Co-Publisher owns, or shall own, all rights, title, and interest in and to compositions of (Writer), including, but not limited to, all copyrights and rights to copyright, throughout the world, together with all rights, claims, and demands relating to the compositions and the copyrights of the same, whenever and wherever arising; and

Whereas, Co-Publisher the agreement transferring all rights, title, and interest in and to the compositions of Writer is attached hereto as Exhibit A;

Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows:

I. Grant of Rights to Publisher

Co-Publisher assigns to Publisher the sole and exclusive right to administer and exploit compositions of Writer in its own name, and/or in the name of Co-Publisher, in all media throughout the world, including, but not limited to, the following sole exclusive rights:

A. To print, publish, sell, perform, use, and license the compositions, and any rights in the compositions, for all uses and all media throughout the world;

B. To enter into all licenses and agreements concerning the compositions in its own name, and/or in the name of Co-Publisher, including, but not limited to, licenses for mechanical reproduction, public performance, synchronization uses, sub-publication, merchandising, and advertising; and

C. To assign or license such rights to others, on such terms as Publisher, in its sole discretion, may accept or to refrain from the same.

Publisher's rights sole and exclusive right to administer and exploit compositions of Writer in its own name, and/or in the name of Co-Publisher, commences on the date of this Agreement and expires on

II. Payment to Co-Publisher

Publisher shall collect all gross receipts, including performance monies, from the compositions earned during the term of this Agreement with respect to each composition, and shall pay Co-Publisher an amount equal to % of the adjusted gross receipts that Publisher's shall receive, and shall retain the balance of the gross receipts for Publisher's own account.

As an advance against the amount payable to Co-Publisher, Publisher agrees to pay Co-Publisher $ within days after Co-Publisher's signing of this Agreement.

The adjusted gross Publisher's share shall be those gross receipts, if any, actually received by Publisher in United States currency in the United States and remaining after the deduction of costs of copyright registration, lead sheets, demos, collection fees, accounting fees, legal fees, printing, advertising, publicity, exploitation and promotional expenses, and all miscellaneous and customary expenses incurred by Publisher in connection with the compositions.

To the extent any of the mentioned costs or expenses exceed the gross receipts collected by Publisher, Co-Publisher shall promptly reimburse Publisher.

Gross receipts shall not include any advances, bonuses, or guaranty payments of minimum royalty payments Publisher may receive in respect of the compositions, until earned from the exploitation of the compositions.

III. Statements

Within days after each , or within days after the close of such other semi-annual accounting period as Publisher may adopt, from time to time, Publisher will prepare and furnish statements of amounts due to Co-Publisher and make payment concurrently of all sums shown to be due, less all then advances not recouped and other charges against Co-Publisher under this or any other Agreement between the Parties, and less a reasonable reserve for subsequent charges, credits, or returns.

All such statements shall be deemed binding on Co-Publisher and not subject to objection for any reason, unless specific written objection stating the basis of the objection is given to Publisher within months after rendition of the same, and unless an action is instituted within months after the date of the notice.

In the event of such objection, the statement shall be binding in all respects except those specifically stated in the written objection. No statement need be rendered for any period in which there are no gross receipts from the compositions. Co-Publisher shall have the right to audit the books and records of Publisher once during each year with respect to any statements received pursuant to this Agreement which are not then deemed binding, provided that:

A. Co-Publisher shall give Publisher at least days prior notice of the desire to conduct the audit;

B. The audit shall be conducted by a certified public accountant or attorney during normal business hours; and

C. The expense of the audit shall be borne by co-publisher.

IV. Copyrights

Publisher may in its sole discretion take such action as it deems necessary or desirable to enforce or protect any or all of Publisher's and/or Co-Publisher's rights and interests in or to the compositions, including, but not limited to, securing registration of copyrights in any or all of the compositions in Publisher's and/or Co-Publisher's name, and bringing any actions or other proceedings against any third party infringers of the compositions or any of them, or Publisher may refrain from the same.

Publisher shall have the sole right, in its absolute discretion, to employ attorneys, to institute or defend any action or proceeding, and to take any other steps to protect the rights, titles, and interest of Publisher and Co-Publisher in and to the compositions or any of them, including the settlement, compromise, or other disposition of any claim, demand, or action.

In the event of any action brought by Publisher against any alleged infringer of the compositions, or any of them, in which a recovery of monies is made by Publisher and retained for Publisher's own account, such monies, after deduction of the expenses of the litigation, including attorney's fees actually incurred, shall be considered additional gross receipts under this Agreement.

V. Assignments

Publisher may assign or license any of its rights under this Agreement to, third parties in one or more countries of the world. If Publisher enters into such an Agreement with a company affiliated with or otherwise related to it, the Agreement shall be deemed to have been made with an independent third party.

The administration rights assigned to Publisher shall be subject to any recording agreement of Writer, and Publisher agrees to, issue mechanical licenses for any and all such compositions in accordance with the recording agreement.

VI. Co-Publisher’s Warranties

Co-Publisher represents and warrants that:

A. It is or shall become, immediately on creation of each composition, the sole owner of all right, title, and interest in and to each composition and the worldwide copyrights in each composition (and any renewals and extensions of copyright) and/or right to copyrights, free of all claims, demands, actions, liens, or encumbrances;

B. Co-Publisher has the full and exclusive right to enter into and perform this Agreement and grant the rights granted in this Agreement; the compositions are and shall be original works;

C. The compositions do not and will not infringe on any statutory, contractual, or other rights of any party, including rights of privacy;

D. Co-Publisher has not and will not, during the term of this Agreement with respect to each composition, give any license, assignments, or other rights of any kind in the composition to any one other than publisher, and there are and shall be no advances that have not been recouped in respect of the same;

E. Co-Publisher has a valid, binding, written writer's agreement with Writer pursuant to which Co-Publisher has or shall acquire all rights in the compositions (including copyrights);

F. Co-Publisher is not in default of any Agreement with Writer; and

G. Copies of all agreements between writer and Co-Publisher are currently with this Agreement being delivered to Publisher, and there are no other documents or materials relating to the compositions.

Co-Publisher agrees to indemnify and hold Publisher harmless of and from any and all liability, damages, costs, and expenses (including reasonable attorney's fees) occasioned by or arising out of any claim, demand, or action inconsistent with the agreements, representations, warranties, or other obligations of Co-Publisher under this Agreement.

Co-Publisher agrees to pay publisher, on demand, the full amount for which Co-Publisher may be responsible under the foregoing indemnity. Without limiting any of its other rights or remedies, on the making or filing of any action, claim, or demand subject to this Agreement, Publisher shall be entitled to withhold any sums otherwise payable to Co-Publisher under this Agreement in an amount reasonably related to the potential liability, plus costs and reasonable attorney's fees, provided that Publisher shall not so withhold if Co-Publisher posts a bond which has been approved in all aspects (e.g., form, amount, duration, surety, etc.) by Publisher.

VII. Advertising

Co-Publisher grants Publisher the right to use, and to license use of, the name and likeness and biographical information concerning writer in connection with any or all exploitations of the compositions, or any of them under this Agreement.

VIII. Definitions

As used in this Agreement, the term "compositions" (individually a composition) means all songs, music, and lyrics written, composed, or arranged by writer, in whole or in part, alone or in collaboration with others, during the period of time commencing on the date of this Agreement and expiring on

IX. Miscellaneous

A. Co-Publisher shall be solely responsible for, and shall pay when due, any amounts or other obligations due to Writer in respect of any or all exploitations of the compositions, and shall indemnify Publisher against claims of Writer with respect to those amounts and obligations.

B. Any notice, consent, approval, demand, or other communication to be given or sent to the other party under this Agreement must be in writing and must be personally delivered or sent by certified or registered mail to the principal place of business of Co-Publisher and Publisher.

C. The Parties agree to execute any further documents and do such other acts as may be reasonably necessary or desirable to effectuate fully the intent of this Agreement. Should either Party fail to execute any such document within days after being requested to do so in writing, the other Party is granted an irrevocable power of attorney, coupled with an interest, to execute the same in the first Party's name as the first Party's attorney-in-fact. This document sets forth the entire understanding between the Parties and cannot be changed, modified, or canceled except by an instrument signed by the Party sought to be bound. If any part of this Agreement shall be invalid or unenforceable, the same shall not affect the balance of this Agreement. Either party's waiver of any particular term or breach shall not be a waiver of any other term or breach. All remedies, rights, and obligations in this Agreement shall be cumulative. This Agreement shall be construed under and governed by the laws of State of applicable to contracts made and performed or to be performed entirely in said State. This is not a joint venture or a partnership agreement, nor is this Agreement intended for the benefit of any one not a party to it.

X. Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the Parties hereto. If the Parties cannot agree on an arbitrator, each Party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

WITNESS our signatures as of the day and date first above stated.