Music Industry Songs Agreement

MUSIC INDUSTRY SONGS AGREEMENT

This Music Industry Songs Agreement ("Agreement") is made effective as of by and between Artist Name: with address and Publisher/Company Name: with address .

RECITALS

WHEREAS, Artist is the author and sole owner or authorized signatory of certain musical compositions and lyrics identified in Schedule A (Songs) to be delivered under this Agreement, and desires to grant rights and licenses with respect thereto;

WHEREAS, Publisher is in the business of exploiting, administering and licensing musical compositions and desires to obtain the rights described in this Agreement for the purpose of commercial exploitation, licensing, and collection of royalties in accordance with the terms set forth herein;

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Publisher will exploit the Songs and account to Artist for royalties and other compensation.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Songs" means the musical compositions and lyrics listed in Schedule A attached hereto and delivered by Artist to Publisher. Schedule A:

2. GRANT OF RIGHTS

2.1 Grant. Artist hereby grants to Publisher, during the Term specified in this Agreement, the exclusive right to administer, license, publish, distribute, and otherwise exploit the Songs worldwide, including without limitation the right to grant mechanical licenses, synchronization licenses, public performance licenses, print licenses, and digital exploitation rights, subject to the terms and conditions set forth herein.

2.2 Territory. The rights granted herein shall be exercised throughout the Territory:

2.3 Exclusive Grant Confirmation: Check to confirm the grant is exclusive.

3. DELIVERY; RECORDINGS

3.1 Delivery. Artist shall deliver to Publisher promptly upon execution of this Agreement a complete set of manuscripts, lyrics and recorded demos (if any) for each Song. Delivery Date (first delivery):

3.2 Masters. This Agreement does not transfer ownership of any sound recording master unless expressly set forth in writing. If Artist delivers masters and elects to license masters to Publisher, the terms of such license shall be set forth in a separate written exhibit.

4. OWNERSHIP AND COPYRIGHT

4.1 Copyright Ownership. Artist represents and warrants that Artist is the sole author/owner (or has obtained all necessary consents) of the Songs and shall retain the copyright in each Song, subject to the license and rights granted to Publisher under this Agreement.

4.2 Registration. Publisher shall have the right, at Publisher's election and expense, to register or record the musical works and to collect and retain any publisher share of royalties as set forth herein, provided Publisher accounts to Artist in accordance with Section 6.

5. COMPENSATION; ROYALTIES

5.1 Royalty Split. The parties agree to the following net publishing split (writer/publisher percentages of net receipts from exploitation of the Songs): Writer Share: % Publisher Share: %.

5.2 Advances. Publisher shall pay to Artist an advance against future royalties in the amount of USD, payable as follows:

5.3 Accounting and Payment. Publisher shall render semi-annual written statements with payment of net royalties due within sixty (60) days after the end of each accounting period. Artist shall have the right to inspect Publisher's books with respect to the Songs upon reasonable prior notice and during normal business hours no more than once every 24 months.

6. WARRANTIES, REPRESENTATIONS AND COVENANTS

Artist represents and warrants to Publisher that: (a) Artist is the sole author and owner (or is duly authorized by all co-owners) of each Song and has full power to grant the rights granted herein; (b) the Songs are original and do not infringe or misappropriate any third party rights; (c) there are no claims, liens, or encumbrances affecting the Songs; and (d) the execution and performance of this Agreement will not breach any other agreement to which Artist is bound.

Publisher represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

7. INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants made by the Indemnifying Party in this Agreement.

8. CREDIT; MORAL RIGHTS

Artist shall be accorded customary credit where practicable and commercially reasonable in connection with the exploitation of the Songs. Artist hereby waives, to the extent permitted by law, any and all moral rights with respect to the Songs for the purposes of Publisher's exploitation of the Songs.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated in accordance with this Agreement. Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' written notice if such breach remains uncured.

10. CONFIDENTIALITY

The parties agree to keep confidential the financial terms and non-public business terms of this Agreement, except to the extent disclosure is required by law or necessary to perform the parties' obligations hereunder.

11. NOTICES

All notices under this Agreement shall be in writing and sent to the addresses set forth below and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

12. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Publisher may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of Publisher's assets to which the Songs pertain.

13. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to exercise any right shall not be a waiver of such right.

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the parties' original intent.

15. ENTIRE AGREEMENT

This Agreement, including any attached schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral.

16. GOVERNING LAW

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

17. COUNTERPARTS

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.

18. MISCELLANEOUS PROVISIONS

18.1 Remedies. Except as otherwise provided herein, the parties acknowledge that a breach of certain provisions of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy; accordingly, the non-breaching party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

18.2 Audit Rights. Artist shall have the right, at Artist's expense, to audit Publisher's accounts as to the Songs not more than once in any 24-month period. Any underpayment revealed by such audit shall be promptly paid by Publisher with interest at the lesser of 1.5% per month or the maximum lawful rate; if the underpayment exceeds five percent (5%) of the amounts due, Publisher shall also reimburse Artist for reasonable audit costs.

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