Can this agreement be signed electronically?

Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states. Ensure intent, consent, attribution, and reliable record retention to meet the four-part ESIGN test.

Who must sign for the agreement to be enforceable?

An authorized officer or individual with delegated authority for each entity should sign. Verify signing authority in bylaws or a corporate resolution to avoid later challenges to enforceability.

Is notarization or witness required?

Not typically for commercial publishing agreements. Notarization can add evidentiary weight but is not required by ESIGN/UETA for most contract types; state-specific exceptions are rare for this document.

How should territory and rights be described?

Be specific. Use enumerated country lists or clear regional definitions and name the exact rights (mechanical, performance, synchronization) to prevent overlapping grants and interpretation disputes.

How do I amend or update the agreement later?

Use a written amendment signed by both parties. For electronic amendments, apply the same ESIGN/UETA principles and retain the signed amendment with the original agreement for audit purposes.

How should signed agreements be stored?

Store tamper-evident PDFs with audit trails. Retain originals per retention guidance and keep backups; ensure access controls and encryption for files containing sensitive tax or banking information.

Electronic Signature
Templates
Legal
Publishing Sub-Publishing Agreement

Publishing Sub-Publishing Agreement

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PUBLISHING SUB-PUBLISHING AGREEMENT

This Sub-Publishing Agreement (the "Agreement") is entered into as of by and between Publisher: with principal place of business at and Sub-Publisher: with principal place of business at .

RECITALS

WHEREAS, Publisher owns or controls the rights in certain musical compositions and related rights, including the works listed in Section 2 and any additions thereto (collectively, the "Works"); and

WHEREAS, Sub-Publisher is engaged in the business of administering and exploiting musical works in the territory and has facilities and expertise for the promotion, licensing and collection of revenues in such territory; and

WHEREAS, Publisher desires to appoint Sub-Publisher to exploit the Publisher's rights in the Works in the Territory on the terms set forth herein, and Sub-Publisher desires to accept such appointment.

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

1. DEFINITIONS

"Territory" means the geographic territory described as . "Net Receipts" means Gross Receipts actually received by Sub-Publisher from exploitation of the Works in the Territory less customary and reasonable taxes, third-party collection fees and bank charges.

2. WORKS

List of Works to be Administered

3. GRANT OF RIGHTS

Publisher hereby appoints Sub-Publisher as its exclusive non-exclusive sub-publisher to administer, license, distribute, and otherwise exploit the mechanical, performance, synchronization and other publishing rights in the Works throughout the Territory for the Term described in Section 4. Sub-Publisher's rights shall include the right to grant sub-licenses, collect royalties, and to take reasonable steps to register and protect the Works in the Territory.

4. TERM

The term of this Agreement shall commence on the date first written above and shall continue for a period of years unless earlier terminated in accordance with Section 11.

5. ROYALTIES, ADVANCES AND ACCOUNTING

Sub-Publisher shall pay Publisher royalties equal to of Net Receipts received by Sub-Publisher from the exploitation of the Works in the Territory, unless otherwise specified for particular exploitations in a separate written schedule. Royalties shall be calculated in accordance with customary accounting practices in the Territory.

Advance and Recoupment

Any advance paid by Sub-Publisher is recoupable solely from Publisher's share of royalties under this Agreement and shall be recouped prior to further royalty distributions to Publisher. Detailed recoupment and allocation rules shall be set out in schedule(s) attached hereto or as otherwise agreed in writing by the parties.

Accounting and Payment Frequency

6. AUDIT RIGHTS

Publisher shall have the right, once in any calendar year and upon reasonable prior written notice, to inspect and audit Sub-Publisher's books and records reasonably related to the exploitation of the Works during the prior years. If an audit reveals an underpayment in excess of , Sub-Publisher shall promptly pay the deficiency and interest at the rate permitted by law and reimburse reasonable audit costs.

7. REPRESENTATIONS AND WARRANTIES

Publisher represents and warrants that it owns or controls the rights granted herein, that the Works are original to the extent represented, and that Publisher has full authority to enter into this Agreement. Sub-Publisher represents and warrants that it will use commercially reasonable efforts to exploit the Works and will comply with all applicable laws and collective management organization rules in the Territory.

8. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the Indemnifying Party's representations, warranties or obligations under this Agreement or from the Indemnifying Party's willful misconduct or gross negligence.

9. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination. Sections concerning payment, audit, indemnity, confidentiality, and any provisions that by their nature should survive termination shall survive.

10. CONFIDENTIALITY

Each party shall treat as confidential all non-public business information received from the other party and shall not disclose such information to any third party except as required by law or to its employees, agents or professional advisors on a need-to-know basis, who are bound by confidentiality obligations no less restrictive than those contained herein.

11. NOTICES

Any notice required or permitted under this Agreement shall be in writing and shall be delivered by hand, courier, or registered mail to the addresses set forth below or to such other address as a party may designate by written notice.

Publisher Notice Address Sub-Publisher Notice Address

12. AMENDMENTS AND WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

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

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable while preserving the parties' intent to the maximum extent permitted by law.

16. 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. Signatures transmitted by electronic means shall be effective as original signatures.

17. MISCELLANEOUS

The parties agree to execute and deliver such further instruments and to take such further acts as may be reasonably required to carry out the intent of this Agreement. Any amounts payable to Publisher shall be paid in the currency of the Territory unless otherwise agreed in writing.

Additional Terms or Special Provisions

Publisher:

By:

Date:

Sub-Publisher:

By:

Date:

What a Publishing Sub-Publishing Agreement Is

A Publishing Sub-Publishing Agreement is a contract where a primary music publisher (the grantor) authorizes a sub-publisher to administer, exploit, and collect royalties for specified musical works in a defined territory or set of territories. The sub-publisher typically handles licensing, royalty collection, local copyright registration, and enforcement actions while remitting net receipts to the grantor under agreed accounting terms. The agreement allocates rights (mechanical, performance, synchronization), establishes term and territory, and sets reporting, audit, termination, and indemnity obligations that govern the parties’ commercial relationship.

Why Use a Publishing Sub-Publishing Agreement

This agreement lets rightsholders expand market reach through local expertise while retaining core ownership. It clarifies revenue splits, responsibilities for licensing and collection, and who handles enforcement in each territory, reducing disputes and improving royalty recovery.

Who Commonly Uses This Agreement

Typical parties include independent music publishers, major publishers delegating local administration, songwriters assigning administrative rights, and specialized sub-publishers operating in foreign or regional markets.

Independent publishers seeking local market access without opening regional offices
Songwriters assigning administration while keeping copyright ownership
Sub-publishers that manage licensing, collections, and local enforcement

Choosing appropriate parties and authorized representatives up front reduces signature errors and downstream disputes over authority, payments, and rights interpretation.

Core Clauses to Include for Clarity and Protection

A professional sub-publishing agreement should clearly define rights granted, territory and territory restrictions, term and termination rights, royalty split and accounting cadence, administration duties, and audit and enforcement processes to avoid ambiguity.

Grant of Rights

Specify exactly which rights (performance, mechanical, synchronization, print) are granted to the sub-publisher and whether any rights remain exclusively with the original publisher or songwriter.

Territory

Define countries or regions explicitly. Use ISO country names or lists; avoid vague language like 'worldwide' unless intended and supported by compensation terms.

Term & Termination

State initial term, renewals, and termination triggers (breach, insolvency, non-payment). Include post-termination handling of outstanding licenses and accounting.

Royalties & Accounting

Set gross-to-net adjustments, collection fees, remittance schedule, currency conversion rules, and withholding tax treatment for cross-border receipts.

Administration Duties

List collection responsibilities, registration with collecting societies, licensing authority, enforcement obligations, and expense allocation for legal actions.

Audit & Records

Grant audit rights with frequency limits, select the governing accounting standards, and set dispute resolution procedures for contested statements.

Step-by-Step: Completing the Agreement

Follow these sequential steps to prepare, review, and execute a Publishing Sub-Publishing Agreement with minimal rework.

01

Prepare Draft: Assemble exhibits, work lists, and sample royalty statements.
02

Define Territory: Agree on exact countries and exclusions before filling the form.
03

Set Payment Terms: Confirm split percentages, reporting cadence, and currency.
04

Execute: Collect authorized signatures and retain signed copies for records.

Configuring an Online Signing Workflow

Recommended digital workflow settings reduce friction and preserve an audit trail for royalty and tax compliance.

Field	Configuration
Authentication	Email plus SMS code for signer verification
Document Format	PDF/A or DOCX accepted; retain original for archives
Routing Order	Sequential: grantor then sub-publisher then witness if needed
Audit Trail	Enable IP, timestamp, and action log capture

Technical Requirements for Secure eSigning

Choose a signing platform that supports audit trails, conditional fields, and integrations used by your finance and rights teams.

Formats Supported: PDF, DOCX, and printable archives
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, and optional KBA

Ensure the platform can produce a tamper-evident PDF with a detailed audit trail and supports downloading and long-term retention for accounting, audit, and tax purposes.

Typical Electronic Execution Flow

An e-signature workflow for this agreement follows standard upload, field placement, signer invitation, verification, signing, and archival steps.

Upload Document: Upload final PDF with exhibits attached
Place Fields: Add signature, date, and initial fields where required
Add Signers: Enter signer emails and routing order
Complete: Signers verify and sign; signed PDF archived

Consequences of Errors or Missing Terms

Royalty Misallocation: Contract damages and repayment obligations

Unauthorized Licensing: Copyright infringement exposure and liability

Missing Audit Rights: Inability to verify collections or recover underpayments

Ambiguous Territory: Overlapping rights and litigation risk

Improper Signatory: Challenges to enforceability of the agreement

Late Reporting: Withholding, interest, and contractual penalties

Common Preparation Mistakes to Avoid

Failing to list works precisely; generic references lead to disputes about what is covered and complicate collection and registration.
Not specifying currency conversion or payment method for cross-border receipts, which causes reconciliation errors and delays in remittance.
Omitting audit windows or limiting frequency so tightly that auditors cannot meaningfully verify sub-publisher accounts and collections.
Neglecting termination mechanics for existing licenses granted during the term, leaving ongoing obligations unclear after termination.

eSignature Platform Pricing and Feature Snapshot

Compare typical starting prices and key capabilities for eSignature platforms commonly used to execute publishing agreements; signNow is listed first per platform ordering requirements.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial, no credit card	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (plan-dependent)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA)	Yes	Yes	No	No

Frequently Asked Questions About Publishing Sub-Publishing Agreements

Answers to frequent legal and practical questions about drafting, signing, and enforcing a Publishing Sub-Publishing Agreement in the United States.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states. Ensure intent, consent, attribution, and reliable record retention to meet the four-part ESIGN test.
Who must sign for the agreement to be enforceable?
An authorized officer or individual with delegated authority for each entity should sign. Verify signing authority in bylaws or a corporate resolution to avoid later challenges to enforceability.
Is notarization or witness required?
Not typically for commercial publishing agreements. Notarization can add evidentiary weight but is not required by ESIGN/UETA for most contract types; state-specific exceptions are rare for this document.
How should territory and rights be described?
Be specific. Use enumerated country lists or clear regional definitions and name the exact rights (mechanical, performance, synchronization) to prevent overlapping grants and interpretation disputes.
How do I amend or update the agreement later?
Use a written amendment signed by both parties. For electronic amendments, apply the same ESIGN/UETA principles and retain the signed amendment with the original agreement for audit purposes.
How should signed agreements be stored?
Store tamper-evident PDFs with audit trails. Retain originals per retention guidance and keep backups; ensure access controls and encryption for files containing sensitive tax or banking information.

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