MUB 202: Music Business Contracts Prof Colfin
HOMEWORK ASSIGNMENT #3 DUE FRIDAY 2/21/20 on Schoology
1 The assignment concerns the attached Exclusive Songwriter Agreement which follows these directions below.
GO Through the contract with a highlighter and focus on the 3-6 important words in each sentence or clause. This will help you spot the important information. The KEY WORDS in each clause.
On a separate sheet TYPE UP IN OUTLINE FORM, using short statements, at least 20 of the important points found in the Agreement below .
Use plain English. Write short, simple, clearly stated numbered points in YOUR OWN WORDS. Follow the flow of the agreement.
What SPECIFICALLY does MY exclusive songwriter AGREEMENT tell you?
HINT DETAILS SPECIFICS NOT OPINIONS !! – Dont tell me what you think is fair or unfair. – WHAT DO YOU SEE?
WHO are the parties ? WHEN does the agreement begin and What is the Duration of services? What is the duration of Publishers rights? HOW MUCH does each party earn? HOW is the amount earned determined? How is it paid, and when? DONT STOP THERE !! YOU NEED MORE.
What else is going on?
WHAT specific rights are granted ?
WHAT are the obligations of each party?
WHAT are their responsibilities to each other? Look closely.
How do the parties communicate if there is a problem? What if there is a dispute?
You need to understand what you see before you can figure out whether you like it or whether you can change any of it.
Lastly Follow the numeric flow of the agreement itself as you draft your outline
Post BOTH the Marked UP copy of the Contract AND the OUTLINE on SCHOOLOGY for my review and grading.
DUE FRIDAY February 21, 2020 11:59 PM Agreement made this 12th day of October, 2017 by and between WE EXPLOIT ALL SONGS MUSIC PUBLISHING, INC., whose address is Music Row Nashville, TN (hereinafter referred to as “Publisher”) and Joseph P. Murgatroyd III p/k/a JOE BLOW residing at The Chelsea Hotel NY, NY, (hereinafter referred to as “Writer”).
1. (a) Writer will render services as a songwriter on an exclusive basis to Publisher for the Term hereof, (the “Term”).
(b) The Term shall commence on the date hereof and continue, unless extended as provided for herein, for a First Contract Period (the “First Contract Period”) ending one (1) year from the date hereinabove.
(c) Writer hereby irrevocably grants to Publisher four (4) separate consecutive options to extend the Term for “Second”, “Third”, “Fourth”, and “Fifth”, Contract Periods, respectively. Such Contract Periods shall be one (1) year each. Each such option shall be exercised automatically by Publisher unless written notice to the contrary is sent to Writer, from Publisher, at least Thirty (30) days prior to the date the then current Contract Period would otherwise expire.
2. (a) In consideration of the royalties payable to Writer hereunder, Writer hereby assigns, transfers and delivers to Publisher one hundred (100%) percent of Writer’s ownership interest in the musical compositions written or created during the term hereof (hereinafter referred to as “Musical Compositions”) including without limitation, all rights of whatsoever nature in and to the title, words and music thereof, and all copyrights therein, and the right to secure such rights in the name of Publisher for Publisher’s own use and benefit, throughout the world, for the respective maximum terms of protection available throughout the world.
(b) Writer shall deliver, assign, and transfer to Publisher any unpublished songs written or cowritten prior to the term hereof, and any original songs created, written, or cowritten by Writer during the Term hereof.
3. Within ten (10) business days of the execution of this Agreement, Publisher will pay Writer an advance payment of one thousand ($1,000.00) dollars. Such advance will be recoupable by Publisher from any royalties otherwise payable to Writer by Publisher hereunder.
4. Writer warrants and represents that the music, lyrics, and title of the musical compositions, except as otherwise disclosed, were created by him alone and are wholly new and original; that the Musical Compositions are not a derivative work, that neither the music, the lyrics, the title of the Musical Compositions, nor any part thereof, infringes upon, or violates, or interferes with the rights of any person, firm or corporation; Writer further warrants and represents that he has not sold, assigned, leased, licensed, or in any other way disposed of or encumbered any rights in the musical compositions, and that he has the right to make this Agreement, and that none of the rights hereunder are terminable by Writer.
5. Writer hereby assigns and transfers to the Publisher the exclusive right to use or grant others the right to use the musical compositions for mechanical, electrical, digital, internet, satellite, transcription, reproduction, synchronization, motion picture, television, printing (other than as provided above), to make derivative works, or any other rights (except public performance rights.
(A) Fifty (50%) percent of all net sums actually received by Publisher by reason of the exercise with in the United States of mechanical, electrical, digital, transcription, reproduction, motion picture, television, printing (other than as provided above), or any rights (except public performance rights) therein.
(B) Fifty (50%) percent of all net sums actually received by Publisher by reason of the exercise in other countries outside of the United States of mechanical, electrical, digital, transcription, reproduction, motion picture, television, printing (other than as provided above), or any other rights (except public performance rights) therein.
6. For the purpose of this Agreement, “Net Sums” actually received by Publisher shall mean gross sums of money, in U.S. dollars or its equivalent, actually received by Publisher, after then deducting returns and credits of any nature and less all collection fees and commissions incurred in collecting the sums earned by the Musical Composition. Publisher shall not be entitled to deduct its general office overhead or salaries in calculating or paying any amounts based on “Net Sums.”
7. It is expressly understood and agreed that Writer will receive his Writers Share of public performance royalties throughout the world directly from the performing rights society of which he is a member.
8. Publisher agrees that within ninety (90) days after the expiration of each semiannual period ending June 30 or December 31, in each year, it will prepare and furnish statements to Writer of royalties due hereinunder, and each such statement shall be accompanied by payment of all sums shown to be due by such statements.
9. The statements rendered by Publisher to Writer will be binding upon Writer and not subject to objection by Writer for any reason unless specific objections in writing, stating the basis thereof, are received by Publisher within one (1) year from the date rendered, in which event such statements shall be binding.
10. Writer will have the right, at Writer’s own expense, upon ten (10) business days notice to Publisher to have their Certified Public Accountant inspect the books and records of Publisher as they pertain to this Agreement for the purpose of verifying the accuracy of the information contained in the statements rendered hereunder. Such inspection shall be conducted at the offices of Publisher during regular business hours. Writer shall be entitled to conduct one such inspection in each calendar year.
11. Publisher shall have the right to use, for no additional consideration hereunder, the Writer’s name, likeness, and biographical material concerning him, in connection with the Publisher’s business in general and with the use, promotion, and exploitation of the Musical Compositions in particular.
12. The extent and manner of exploitation of the Musical Compositions shall be entirely within the discretion of Publisher.
13. (a) Writer hereby indemnifies Publisher against any cost, expense, loss, or damage (including attorney’s fees) arising out of or connected with any claim in which it is asserted that any of the representations, warranties, or covenants made by Writer in this Agreement have been breached, or in which assertions are made which are inconsistent with any of such representations, warranties, or covenants.
(b) The decision as to whether any claim should be made or any legal action should be brought against any alleged infringer of the Musical Compositions shall be made solely by Publisher. Writer, at his sole expense, may participate in the defense of such claim, but Publisher shall have the absolute right to control the defense and to settle or otherwise dispose of such claim in any manner which Publisher may determine.
(c) For the duration of any proceeding or claim Publisher may withhold royalties due to Writer up to the maximum amount claimed, plus attorney’s fees and other costs and expenses, and may apply such withheld royalties in satisfaction of Writer’s obligation to indemnify Publisher
14. Publisher shall have the right to assign this Agreement or to assign or license any rights in the Musical Compositions to any person or business entity.
15. If Writer claims that Publisher is in default in performing any obligation contained herein, Writer shall advise Publisher thereof in detail and in writing, and Publisher shall be allowed a period of sixty (60) days after receipt of such written notice within which to cure such alleged default.
16. Notwithstanding anything to the contrary, in the event, during the initial period or any option period, Publisher fails to grant licenses whose total net income is less than one thousand ($1,000.00) dollars, then in such event, Writer may terminate this Agreement by written notice to Publisher and all rights previously transferred will revert to Writer.
17. All notices hereunder shall be in writing and shall be given by certified mail, return receipt requested Such notices shall be deemed given when mailed,
18. Writer acknowledges that the services rendered hereunder are unique and extraordinary, the loss of which cannot be adequately compensated in monetary damages. Publisher shall therefore be entitled to, but not limited to, an injunction against Writer to enforce the provisions of this Agreement.
19. The Agreement between the parties shall be deemed made in and shall be construed in accordance with the laws of the State of New York. Any action or suit pertaining to, or arising out of this Agreement shall be determined by a court or tribunal in New York.
20. WRITER ACKNOWLEDGES THAT HE/SHE HAS BEEN ADVISED BY PUBLISHER TO SEEK THEIR CHOICE OF INDEPENDENT LEGAL COUNSEL WITH RESPECT TO HIS/HER UNDERSTANDING OF THE TERMS, PROVISIONS AND OBLIGATIONS HEREINABOVE AND IN DOING SO, IS SATISFIED WITH SAID REPRESENTATION. WRITER COVENANTS AND AGREES THAT HE/SHE HAS RECEIVED A COPY OF THIS AGREEMENT, THAT HE/SHE FULLY UNDERSTANDS THIS AGREEMENT AND WILL BE BOUND BY THE TERMS THEREOF.
SIGNATURES
6C PUB XCL HW3 S20
