Music Industry SoundExchange Letter

Music Industry SoundExchange Letter

Recitals

WHEREAS, Rights Holder Name: (the "Client") is the owner or authorized representative of certain sound recordings and associated performance rights that may generate noninteractive digital performance royalties collected by SoundExchange; and

WHEREAS, Administrator Name: (the "Administrator") provides industry administration and royalty collection services, including registration, claims filing, and reconciliation with collective societies such as SoundExchange; and

WHEREAS, the parties desire to set forth the terms under which Administrator will submit, pursue and collect SoundExchange royalties on behalf of Client and distribute collected funds after agreed fees, reimbursements and offsets.

Scope of Work

Administrator shall perform, at minimum, the following: registration of recordings and performers with SoundExchange on Client's behalf; submission and correction of claims; monitoring and pursuing unpaid distributions; reconciliation of remittances; and provision of periodic reports to Client. Administrator may engage subcontractors as reasonably necessary provided Administrator remains responsible for performance.

SoundExchange Account Information

Payment Terms

Administrator Compensation: Administrator shall receive an administration fee equal to % of Gross Royalties collected from SoundExchange attributable to Client's recordings, unless the parties agree in writing to a different arrangement.

Advance or Retainer (if any): $ payable upon execution to cover initial registration and administrative costs. Retainer funds shall be applied first to Administrator's fees and reimbursable expenses.

Distribution Schedule: Administrator will remit net distributions to Client within days after receipt of funds from SoundExchange, accompanied by a statement showing gross receipts, fees, expenses and any offsets.

Late Payments: Any payment due to Client that is not remitted within the stated distribution timing shall accrue interest at or the maximum lawful rate, whichever is lower. In addition, Administrator may suspend further distributions for amounts overdue following thirty (30) days' notice.

Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice given at least days prior to termination. Either party may terminate for material breach if such breach is not cured within thirty (30) days following written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment of fees and reimbursement of expenses.

Authorization and Assignment

Client hereby authorizes Administrator to: (a) register and maintain Client's recordings and performer/owner information with SoundExchange; (b) file, amend and pursue claims for royalties on Client's behalf; (c) receive and endorse distributions, checks or electronic remittances from SoundExchange; and (d) negotiate and execute nonexclusive administrative agreements necessary to carry out the work described herein.

This authorization is limited to administrative rights to collect and reconcile royalties and does not constitute an assignment of copyright ownership unless expressly set forth in a separate writing signed by Client.

Confidentiality

Each party shall maintain in confidence all nonpublic business, financial and proprietary information disclosed by the other party in connection with this Agreement and shall not disclose such information to third parties except to perform the obligations herein or as required by law. Confidential information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully known to the recipient prior to disclosure; or (c) is independently developed by the recipient without reference to the disclosing party's confidential information.

Records, Accounting and Audit

Administrator shall maintain accurate books and records of all SoundExchange receipts and distributions related to Client's recordings for a period of at least three (3) years. Client shall have the right, at Client's expense and no more than once annually, to audit such records upon reasonable notice and during normal business hours. Any underpayment revealed by an audit shall be promptly paid by the owing party with interest as provided above; material audit exceptions shall be resolved in good faith by the parties.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct or misrepresentation, including claims relating to ownership of rights, unless such claim arises solely from the indemnitee's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute arising under this Agreement shall be the state and federal courts located in that state.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, representations and understandings. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Notices

Miscellaneous Provisions

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment relationship, partnership, joint venture or agency relationship except as expressly provided for the limited purpose of administering SoundExchange registrations and collections.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Sign Now