DATE

(1) JUST ANOTHER LABEL LIMITED

(2) ARTIST NAME

_______________________________________

AGREEMENT

_______________________________________

 

 

AN agreement made this DATE

BETWEEN: 

1. JUST ANOTHER LABEL LIMITED (number 3635790) of Just Another House, Redgrave Road, Blo Norton Norfolk IP22 2JA (“the Publisher”);

1. ARTIST NAME of ARTIST ADDRESS (the Composer)

1. In this agreement “the Compositions” means the compositions identified in the Schedule hereto and “the Masters” means the master sound recordings of the Compositions identified in the Schedule hereto.

2. The Composer hereby assigns (by way of present and future assignment) and grants to the Publisher with full title guarantee and free from all liens charges encumbrances and rights of third parties all right title and interest in and to the Compositions and the Masters of whatsoever nature and whenever and howsoever arising for all countries and territories of the world and universe and including without limitation all the Composer’s right title and interest therein and:-

(a) all intellectual property rights;

(b) the entire copyright and all similar rights of whatsoever nature including the Master and Publishing rights;

(c) the exclusive right for in perpetuity to do and to authorise others to do any and all acts restricted by the Copyright, Designs and Patents Act 1988 in relation to the Compositions and/or the Masters in the United Kingdom together with copyright in all other countries of the world (and/or any similar rights in countries where such rights exist) for the whole term of such copyright including any extensions or renewals thereof and including the right to sue for damages and other remedies in respect of any infringements of the copyrights in the Compositions and/or the Masters prior to the date of this agreement;

(d) all vested, contingent or future rights now or hereafter known and any and all renewals and extensions thereof;

(e) all rights of reproduction, dubbing, editing and granting others the right to edit, publication, performance, broadcasting, diffusion, synchronisation, adaptation, modification, addition, merging, translation, loan and/or sale to the public, internet, digital media and any other use or exploitation of whatsoever nature now or hereafter known;

(f) mechanical rights;

(g) without prejudice to the generality of the foregoing the exclusive, irrevocable, right, license, privilege, and authority to:

(i) record in any manner, medium, form or language, the Compositions and/or the Masters in synchronism or in timed-in relation with any media whatsoever or otherwise howsoever, and to make copies of the Compositions and/or the Masters for sale, lease, license, rental, or other distribution whether for private “home use” or commercial use or otherwise;

(ii) publicly perform and authorise others so to perform the Compositions and/or the Masters;

(iii) manufacture, distribute, sell and exploit all or any part of the Compositions and/or the Masters and/or any recordings thereof in any manner whatsoever; 

(iv) license any of the aforementioned rights to a third party for any purposes whatsoever; 

(v) remix and/or edit all or any part of the Compositions and/or the Masters; and 

(vi) make all such arrangements, adaptations, translations, changes and additions of and to the Compositions and/or the Masters as the Publisher thinks appropriate and to arrange for words to accompany the Compositions.

3. It is acknowledged and agreed that the Publisher shall be solely responsible for the costs in relation to the exploitation of the Masters being the manufacturing and marketing costs and that such expenditure and exploitation will be at the sole discretion of the Publisher. However it is also acknowledged that any recording advances made to the Composer by the Publisher shall be recouped against future royalties due to the Composer from exploitation of the Masters. The Publisher shall be the first owner of the entire copyright and all other rights in and to the Masters and the Composer shall deliver to the Publisher the Masters and all copies in the form specified in the schedule thereof upon completion of the recording thereof.  Exploitation of the Compositions and the Masters shall be entirely at the discretion of the Publisher who shall not be obliged to exploit the same in any manner whatsoever.

4. Any and all right, title and interest (including without limitation copyright, mechanical rights and any and all other intellectual property rights) arising out of the exercise by the Publisher of the rights referred to in clauses 2 and 3 shall be and remain vested in the Publisher.

5. The Publisher shall have the right to use the name, photographs, likenesses, images, autograph facsimiles and biographical material of the Composer for the purposes of trade or otherwise in connection with the use and exploitation of the Compositions and/or the Masters hereunder or in publicity for the Publisher.

6. The Publisher or its overseas sub-publishers, licensees, representatives and composers shall be entitled to collect 100% (one hundred per cent) of all synchronisation and mechanical fees at source. The Publisher shall pay to the Composer the following from sums actually received by the Publisher (which are not subject to any refund claim or other dispute) (“Receipts”):-

(a)     50% (fifty per cent) of the net retail selling price of all sheet music copies of the Compositions published and sold directly by the Publisher in the UK & Eire, paid for and not returned;

(b)     a pro-rata proportion (as determined by the Publisher in its absolute discretion) of 10% (ten per cent) of the net retail selling price of all copies of any printed folio or compilation (not being sheet music as referred to in clause 6(a)) containing the Compositions which is published and sold directly by the Publisher in the UK & Eire, paid for and not returned;

(c)     50% (fifty per cent) of all monies (net) received by the Publisher in respect of the mechanical and master reproduction of the Compositions by the Publisher in the UK & Eire (and not being monies referred to elsewhere in this clause 6);

(d)     50% (fifty per cent) of all monies (net) received by the Publisher in respect of the use and synchronisation of the Compositions in the UK & Eire (by persons licensed to do so by the Publisher) in connection with any cinematograph film, television films or other films (and not being monies referred to elsewhere in this clause 6);

(e)     50% (fifty per cent) of all other fees (net) (except performing and/or broadcasting fees) received by the Publisher in respect of the use and/or exploitation of the Compositions in the UK & Eire by the Publisher pursuant to this agreement (and not being monies referred to elsewhere in this clause 6), including sums received from licensing third parties to print, publish and graphically reproduce the Compositions;

(f)     50% (fifty per cent) of the net royalties received by the Publisher from the overseas sub-publishers, licensees and representatives of the Publisher (except performing and/or broadcasting fees) in respect of the use and/or exploitation of the Compositions outside the UK & Eire (and not being monies referred to elsewhere in this clause 6);

1. 50% (fifty per cent) of the net royalties received by the Publisher from the sub-publishers of the Publisher where such sub-publisher is a Music Library based in the UK & Eire in respect of the use and/or exploitation of the Compositions (and not being monies referred to elsewhere in this clause 6);

1. 50% (fifty per cent) of the net recording fees received by the Publisher from the sub-publishers of the Publisher where such sub-publisher is a Music Library based in the UK & Eire in respect of the recording of the Compositions (and not being monies referred to elsewhere in this clause 6);

1. The Composer shall be entitled to receive the 6/12ths (six twelfths) “writer’s share” of the performing and broadcasting fees (not being monies referred to elsewhere in this clause 6) which shall be collected and distributed by the relevant performing right society with which the Composer is affiliated so long as they are in a position to do so.  In the event that the Publisher receives the so-called “writer’s share” it undertakes to pay over such share to the Composer;

(j) The Composer agrees that where the Publisher’s sub publisher is a Music Library, the Publisher shall retain 50% of the “writer’s share” (6/12ths)  of performance fees broadcasting fees and other fees distributed by the relevant performing right society.

No fees, royalties or other amounts shall be paid to the Composer in respect of any professional or complimentary copies of the Compositions (whether printed music editions, mechanical reproductions or otherwise) or orchestral or band parts or copies sold at or below cost. The Publisher shall be at liberty to destroy surplus stocks where necessary.

The Composer shall not be entitled to be paid any sum or other fee more than once in respect of the same Receipt; if the Composer has been paid any amount under any of the clauses 6(a) to (g)  inclusive in respect of any Receipt it shall not be entitled to be paid any further amount in respect of the same Receipt.

The royalties referred to above shall be calculated in each case after the following deductions:

(i)     VAT and any other taxes (including withholding taxes) required to be deducted;

(ii) commissions deducted by performing right societies, mechanical right societies or any other collection agencies established for any purposes;

(iii)     any amounts due pursuant to clause 8(g) and any amounts paid by way of remunerations to arrangers, adaptors and translators;

(iv) costs of delivery and insurance.

7.     True and correct royalty accounts shall be kept by the Publisher in respect of the Compositions and shall be maintained in the currency of account of the Publisher. 

Royalty statements shall be prepared by the Publisher in respect of each accounting period as at 30th June and 31st December in each year and shall show all monies received by the Publisher in respect of which the Publisher is liable to pay any amount to the Composer under clause 6. Such statements shall be mailed within 90 (ninety) days after the end of each accounting period together with a remittance by the Publisher to the Composer of all sums thereby shown to be due subject to the Publisher being in receipt of an invoice from the Composer. Such payments shall be subject to the deduction or withholding of VAT, income taxes or other taxes required to be deducted or withheld under the laws of any country.  

The Publisher’s determination of amounts to be paid to the Composer hereunder shall be final and conclusive in the absence of manifest error. Any royalty statement or payment submitted by the Publisher to the Composer and unchallenged by the Composer by written notice to the Publisher stating the basis of the challenge within one year from the date of issue thereof shall be deemed to be irrevocably accepted by and binding upon the Composer.

Not more than once in each year and subject to making a convenient prior appointment the Publisher shall permit the Composer’s representative (who shall be an independent qualified chartered accountant not simultaneously engaged in an audit of the Publisher’s royalty accounts and statements on behalf of a third party) to audit the relevant parts of all royalty accounts and statements of the Publisher in so far as the same relate to the Compositions hereunder and to make copies of the relevant excerpts. Any such audit shall take place during normal business hours at the location where such accounts and statements of the Publisher are maintained and shall be at the sole expense of the Composer.

8. The Composer hereby represents warrants and undertakes that:

(a)     the Composer has full right, power and authority to enter into this agreement and to grant and assign to the Publisher the rights and title herein set out upon the terms and conditions herein;

(b)  the Composer has not previously granted and will not grant any rights in the Compositions and/or the Masters to any third party;

(c)     the Compositions and the Masters are unencumbered and original copyright works and/or arrangements of public domain works;

(d)     neither the Compositions nor the Masters infringe the copyright patent trade secret or other rights of any third party and neither of them are defamatory or obscene;

(e)    there is no suit, claim, action or other legal or administrative proceeding now pending or threatened which involves the Compositions and/or the Masters including without limitation any which might in any way act to impair or deprive the Publisher of any of the rights herein granted;

(f)     the Composer will acknowledge, execute and deliver all such further deeds instruments or documents and perform all such further acts as the Publisher may deem necessary or desirable to give effect to the terms and provisions of this agreement;

(g)     the Composer will upon request by the Publisher indemnify the Publisher and hold the Publisher free and harmless from and against any and all claims, demands, damages, expenses, losses or costs (including legal costs on an indemnity basis) wheresoever and howsoever arising as a direct or indirect result of any breach of the representations, warranties, undertakings and agreements of the Composer contained in this agreement;

(h)     the Composer hereby irrevocably waives in favour of the Publisher and its licensees and successors in title all of the rights which at any time have been or may hereafter be conferred on the Composer in respect of the Compositions and/or the Masters by virtue of Chapter IV of Part 1 of the Copyright Designs and Patents Act 1988 and all similar rights which at any time have been or may hereafter be conferred on the Composer in respect of the Compositions and/or the Masters by law or otherwise in any part of the world and universe and including without limitation any rights of paternity or integrity, any right to claim authorship, to object to any distortion, mutilation or other modification or other derogatory action in relation thereto;

(i)  the Composer hereby certifies that for the purpose of rule 1(o)(ii) and (iii) of PRS, PRS is hereby authorised to treat the Publisher as exploiting the said work(s) (other than by publishing in the normal manner customary in the music trade) for the benefit of the persons interested therein;

(j)     the Composer will procure that anybody involved in the recording of the Masters and/or creation of the Compositions will (if not already done prior to the date hereof) grant and assign to the Publisher all necessary rights to allow the Publisher to fully exploit the Masters and Compositions as contemplated hereunder and will (if not already done prior to the date hereof) transfer to the Publisher all their right title and interest (if any) in the Compositions and/or the Masters with full title guarantee and free from all liens charges encumbrances and rights of third parties and will (if not already done prior to the date hereof) waive all rental and moral rights therein;

(k)     the Composer hereby irrevocably and unconditionally waives any and all rental and moral rights that the Composer has in the Compositions and/or the Masters and hereby agrees not to make any claim against the Publisher or any party authorised to exploit the Compositions and/or the Masters by the Publisher based on rental or moral or similar rights in the Compositions.

Not more than once in each year and subject to making a convenient prior appointment (on not less than 10 days notice) the Publisher shall permit the Composer’s representative (who shall be an independent qualified local accountant not simultaneously engaged in an audit of the Publisher’s royalty accounts and statements on behalf of a third party) to audit the relevant parts of all royalty accounts and statements of the Publisher insofar as the same relate to the Compositions and payments to be made hereunder.  Any such audit shall take place at the expense of the Composer and during normal business hours at the location specified by the Publisher. Such audit may not be made more than once a year.  

The Composer acknowledges that the documents made available for audit contain confidential commercial information and neither the Composer nor its representatives will disclose (other than to its professional advisors) or use itself and/or on behalf of any third party any facts or information obtained as a result of any such inspection.  After completion of the audit the Composer shall provide the Publisher with a full copy of any draft and/or final report resulting therefrom and the Composer and all its representatives shall discuss such report with the Publisher with a view to correcting any errors or questions arising therefrom.

9.     The Publisher shall be entitled to assign or license to any third party or authorise or permit any third party to exercise any or all of the rights of the Publisher hereunder in the Compositions and/or the Masters.  The Composer shall not be entitled to assign or otherwise transfer all or any of its rights and/or liabilities hereunder.

10.     This Agreement contains all of the terms agreed between the parties and replaces any and all previous agreements, whether written or oral, concerning the subject matter of the Agreement. This Agreement shall not be modified or varied, except by a written instrument signed by the parties hereto. A waiver by either party of any terms or condition in a particular instance shall not be deemed to be a waiver thereof for the future.

11.     This Agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the jurisdiction of the English courts.

12.     This Agreement is binding upon the representatives, executors, administrators and assigns of the parties hereto.

AS WITNESS the Producer has executed this agreement and the Composer has signed this agreement as a deed the day and years first above written

EXECUTED as a deed by

ARTIST NAME ______________________________________________________________

SIGNED BY:

FEMI OLASEHINDE_________________________________________________

For and on behalf of

JUST ANOTHER LABEL LIMITED (T/A DML)