Review and Analyze
FIVE TOWNS COLLEGE MUB 202 Music Business Contracts

Prof. Colfin Assignment #5 – Due TUES 3/3/20

PRINT OUT – Review and Analyze the contract found below.

Highlight with a Yellow Marker the 3- 6 words that define the main principle or concept in each numbered or lettered clause……

Type up, in outline form, At Least 20 important points that are found in the agreement

Number them – Be specific about this deal. Do not generalize.

Use plain English! BE BRIEF.

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THIS AGREEMENT is made this 15th day of February, 2018 by and between Fifth Avenue Media, Ltd. located at 156 Fifth Avenue, (hereinafter referred to as “Administrator”) and Sheila Music (BMI) located at 892 Arctic, Atlantic NY (hereinafter referred to as “Owner”.)

1. Owner owns the Compositions, including all worldwide right, title and interest, in the copyright, and any renewal rights. The Compositions will be registered in the name of the Owner in the Office of the Register of Copyrights of the U.S.

2. (A) Owner grants to Administrator the sole and exclusive right, in the territory of the World, to administer and exploit the Compositions on behalf of Owner.

(B) Adminstrator’s rights include but is not limited to the right, on behalf of the Owner, to grant to others the right to print, publish, dramatize, use and license any and all uses of the Compositions, to execute in the Owner’s name any and all licenses and agreements allowing for the use of the Compositions, including (as an example) without limitation, licenses for mechanical reproduction, dramatic uses, synchronization uses and sub-publication.

(C) Notwithstanding the above, Administrator requires Owner’s approval prior to granting any license for dramatic use or translations into foreign languages.

(D) Administrator requires Owner’s approval prior to granting any sub-publishing rights to publishers located in China, Russia, South Africa or India.

3. Administrator is entitled to and will receive and collect all gross income received from any exploitation or use of the Compositions.

4. “Gross Income ” is defined as any and all revenue, income and sums actually received by Administrator in the United States from the exploitation of the Compositions, including without limitation, mechanical royalties, synchronization fees, dramatic use fees, printing income and the Owner’s publisher’s share of public performance fees prior to the payment of any taxes, fees or expenses.

5. (A) Owner will receive one hundred percent (100%) of the Net income received by Administrator from its administration of the Compositions.

(B) “Net Income” is defined as the gross income less the following:

(1) An administration fee of ten percent (10%) of the gross income, which is payable to the Administrator and will be retained by Administrator for its own account.

(2) Administrative and exploitation expenses paid by Administrator including without limitation, registration fees, advertising and promotion expenses directly related to the Compositions, the costs of transcribing lead sheets, and the costs of producing demonstration records.

6. Small performing rights in the Compositions will be assigned to and licensed by the performing rights society to which Owner belongs. Said society is hereby authorized to collect and receive all monies earned from the public performance of the Compositions.

7. (A) Statements as to monies payable hereunder will be sent by Administrator to Owner quarterly within ninety (90) days after the end of each quarter-annual calendar period commencing January 1. (B) Statements will be accompanied by payment, if due.

8. Administrator will have the right to retain a percentage of Owner’s income, as a reserve against returns as will be reasonably necessary and appropriate in Administrator’s best judgment.

9. Owner will be deemed to have consented to all royalty statements rendered by Administrator to Owner. Those statements and accounts will be binding upon Owner and not subject to any objection for any reason, unless specific objection in writing, setting forth the basis is given by Owner to Administrator within two (2) years from the date rendered.

10. Owner or a certified public accountant on its behalf may, at reasonable intervals, but not more than two (2) times per calendar year examine the books of Administrator pertaining to the Compositions, during Administrator’s usual business hours and upon reasonable notice.

12. Owner will have the sole right but not the obligation to prosecute, defend, settle and compromise all suits and actions respecting the Compositions.

13. Owner hereby warrants and represents that it has the right to enter into this Agreement, and that the exercise by Administrator of any and all rights with respect to the Compositions will not violate or infringe upon any common law or statutory rights of any person, firm or corporation.

14. The term of this Agreement will commence upon the date first written above and will continue for five (5) years.

15. Administrator has an option to renew this contract for an additional five (5) years if Owner receives a total of $20,000 in net income during the first contract period AND Administrator gives written notice to Owner of the exercise of Administrator’s option no later than 3 months prior to the end of the first term.

16. Owner hereby indemnifies, saves and holds Administrator harmless from any and all liability, claims, demands, loss and damage (including counsel fees and court costs) arising out of or connected with any claim or action by a third party which is inconsistent with any of the warranties, representations or agreements made by Owner.

17. Administrator will send Owner notice of any claim received from a third party. All notices will be in writing and will be delivered by U.S. mail.

18. Administrator will have the right to withhold payment of any and all monies equal to the amount of the claim and estimated counsel fees and costs.

19. This Agreement will be deemed to be made in and will be construed in accordance with the laws of the State of New York.

20. Any action or suit pertaining to, or arising out of this Agreement will be determined by a court or tribunal in the State of New York.

21. This Agreement sets forth the entire understanding between the parties, and cannot be changed, modified or canceled except by an instrument signed by the party sought to be bound.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year above set forth

By: ___________________________ By: _____________________________

OWNER ADMINISTRATOR