Co-Writing Contract Agreement

Co-Writing Contract Agreement

This Co-Writing Contract Agreement (the Agreement) is entered into as of Effective Date: by and between Writer A Name: with principal address: (hereinafter "Writer A"), and Writer B Name: with principal address: (hereinafter "Writer B").

RECITALS

WHEREAS, the parties intend to collaborate on the original musical and/or literary composition currently entitled: Title: (the Work);

WHEREAS, each party will contribute creative elements including lyrics, melody, arrangement, or other composition elements as further described in this Agreement;

WHEREAS, the parties desire to define their respective rights, ownership, credit, compensation and obligations with respect to the Work.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Work" means the musical and/or literary composition described above, including all lyrical, melodic, harmonic, rhythmic, and notational elements reduced to tangible form by either party. 1.2 "Contribution" means a discrete original creative element supplied by a party that is incorporated into the Work. 1.3 "Net Receipts" means gross monies actually received from third parties that are directly attributable to the exploitation of the Work, less customary third‑party deductions such as collection agent fees, mechanical/statutory license fees, and direct out-of-pocket expenses incurred in relation to such exploitation, but excluding unrelated overhead and general administrative costs.

2. OWNERSHIP; COPYRIGHT

2.1 The parties agree that the Work shall be treated as a joint work under applicable copyright law and that each party is a joint author and co‑owner of copyright in the Work, unless the parties otherwise agree in writing. Joint ownership shall be allocated as set forth in Section 5. 2.2 Each party shall have the right to exploit the Work and to grant nonexclusive licenses, subject to any specific limitations provided in this Agreement. Neither party may grant an exclusive license or assign its co‑ownership interest in the Work without the prior written consent of the other party, which shall not be unreasonably withheld. 2.3 The parties covenant to execute and deliver, at the reasonable request and expense of the requesting party, any documents necessary to register copyrights, record transfers, or otherwise perfect the rights granted hereunder.

3. CONTRIBUTIONS; DELIVERABLES

3.1 Each party shall promptly deliver to the other drafts and final versions of the elements that constitute its Contribution. A non‑exhaustive description of each party's anticipated Contributions is set forth below.

3.2 Each party warrants that its Contribution is original, that it has the full right to grant the rights granted herein, and that the Contribution does not infringe the rights of any third party.

4. EXPLOITATION; LICENSES

4.1 Subject to the ownership provisions in Section 2, the parties shall consult in good faith regarding the exploitation, licensing, and administration of the Work. Either party may grant non‑exclusive licenses so long as such grants do not materially impair the other party's rights in the Work. Exclusive exploitation or exclusive licensing requires prior written consent of the other party.

4.2 Administration: Unless otherwise agreed in writing, Writer A will serve as initial administrator for purposes of collecting and remitting Net Receipts. Administrator:

5. COMPENSATION; ROYALTY SPLIT

5.1 Net Receipts derived from the Work shall be divided between the parties in the following proportions unless a different written agreement is executed:

5.2 Advance or Upfront Payments, if any, shall be allocated per the shares above unless otherwise specified: Advance Amount:

6. CREDIT

6.1 The parties agree that the authorship credit for the Work shall read as follows on commercial releases, sheet music, and metadata: Credit Line:

6.2 The parties shall cooperate to ensure consistent crediting and shall notify one another promptly if a third party fails to provide agreed credit.

7. WARRANTIES; REPRESENTATIONS

7.1 Each party represents and warrants that: (a) it is the sole author of the Contribution it provides to the Work or has secured all necessary rights to include third‑party material; (b) the Contribution does not infringe any third‑party rights; and (c) there are no outstanding agreements that would conflict with the rights granted in this Agreement.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE PARTIES MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. CONFIDENTIALITY

8.1 The parties shall keep confidential all non-public information exchanged in connection with the Work and shall not disclose such information to third parties without prior written consent, except as necessary to exploit the Work or as required by law.

9. TERM; TERMINATION

9.1 This Agreement shall commence on the Effective Date and shall continue until terminated by mutual written agreement of the parties. 9.2 A party may terminate this Agreement upon material breach by the other party that remains uncured for thirty (30) days after written notice. Termination shall not affect accrued rights to payments or obligations that by their nature survive termination, including Sections 2 (Ownership), 5 (Compensation), 7 (Warranties), 10 (Indemnification), and 13 (Governing Law).

10. INDEMNIFICATION

10.1 Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of such party's representations, warranties or obligations under this Agreement, except to the extent such losses result from the indemnified party's own gross negligence or willful misconduct.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice to the other.

12. AMENDMENTS; WAIVER

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT

14.1 This Agreement, together with any written exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. SEVERABILITY

15.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving, to the extent possible, the original economic, legal and commercial intent.

16. COUNTERPARTS

16.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic or facsimile means shall be deemed originals for all purposes.

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