Music Royalty Distribution SongSplit

Music Royalty Distribution SongSplit

Parties

Recitals

WHEREAS, Rights Owner is the rightful owner or authorized administrator of the musical composition and/or sound recording titled (the Work) assigned ISRC/Identifier ;

WHEREAS, Distributor maintains systems and channels for collection, allocation and disbursement of music royalties and related income streams, and offers SongSplit distribution and accounting services;

NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows.

Scope of Work

Distributor will collect, reconcile, allocate and disburse royalty income received from digital service providers, performance rights organizations, mechanical pools and other sources for the Work according to the split schedule set forth below. Distributor will also provide statements and transaction-level reporting to Rights Owner in accordance with the payment schedule in this Agreement.

Royalty Splits

The parties agree the gross distributable royalty income for the Work will be allocated among contributors as follows. All percentages must total 100% and represent the portion of net distributed royalties after permitted deductions described below.

Permitted deductions: Distributor may deduct third-party collection fees, transactional fees, and pro rata recovery of advances and administrative fees as set forth in this Agreement prior to allocating splits to contributors.

Payment Terms

Payments of distributable royalties will be made to contributors according to the reporting and payment schedule chosen below. Distributor will apply splits to net proceeds after permitted deductions and will remit amounts to each contributor or their designated payee.

Accounting, Reporting and Audit

Distributor will deliver written royalty statements that reconcile collections and allocations for each reporting period. Statements will include source, gross amounts, deductions, expenses and net payable amounts for the Work.

Term and Termination

This Agreement commences on the Start Date and continues for the Term unless earlier terminated in accordance with this Section.

Start Date:

End Date (if applicable):

Either party may terminate this Agreement for material breach that is not cured within the notice period. Termination does not affect accrued rights, obligations to pay for amounts earned prior to termination, or Distributor's right to recover permitted deductions and advances.

Confidentiality

Each party shall keep confidential all non-public information disclosed in connection with this Agreement, including financial reporting, payout data and business practices. Confidential information does not include information that is (a) already known by the recipient without obligation of confidentiality, (b) becomes publicly known through no fault of the recipient, or (c) is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective measures.

Representations, Warranties and Indemnification

Rights Owner represents and warrants that it has the full right, power and authority to enter this Agreement and to grant the rights and splits set forth herein, and that the Work does not infringe third-party rights. Distributor represents that it will perform services with reasonable skill and industry-standard care.

Each party agrees to indemnify, defend and hold harmless the other party from any third-party claims arising from a breach of the foregoing representations and warranties, subject to limitation of liability as provided below.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. Parties agree to attempt good faith negotiation and, if unresolved, submit disputes to binding arbitration or litigation as set forth below.

Entire Agreement

This Agreement, including any addenda and executed SongSplit schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, proposals and agreements, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Payment withholding: Distributor may withhold amounts from payments to satisfy tax withholding obligations and will provide contributors with reasonable documentation of any withholdings. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Distributor may assign to an affiliate or in connection with a sale of substantially all of its assets.

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