EXCLUSIVE SONGWRITER AGREEMENT
THIS AGREEMENT is made and entered into this _______day of _______,199_, by and between _____(name)______________, of _____(address)_________________, (hereinafter referred to as "Publisher"), and _________(name)_______, of _______(address)____, (hereinafter individually referred to as "Writer").
FOR AND IN CONSIDERATION OF mutual covenants set forth, the parties do hereby agree as follows:
1. Employment. Publisher hereby employs Writer to render his services as a songwriter and composer and otherwise as may be hereinafter set forth. Writer hereby accepts such employment and agrees to render such services exclusively for Publisher during the term hereof, upon the terms and conditions set forth herein.
2. Term. The term of this Agreement shall commence upon the date hereof and shall continue until _________________, 199_.
3. Grant of Rights. Writer hereby irrevocably and absolutely assigns, transfers, sets over, and grants to Publisher, its successors, and assigns each and every and all rights and interests of every kind, nature and description in and to the results and proceeds of Writer's services hereunder, including, but not limited to the titles, words, and music of any and all original arrangements of musical compositions in the public domain in any and all licenses relating thereto, together with all worldwide copyrights and renewals and extensions thereof, which musical works have been written, composed, created, or conceived, in whole or in part, by Writer alone or in collaboration with another or others, and which are now owned or controlled, directly or indirectly, by Writer, alone or with others, or as the employer or transferee, directly or indirectly, of the writers or composition, ad all worldwide copyrights and renewals and extensions thereof, all of which Writer does hereby represent are and shall at all times be Publisher's sole and exclusive property as the owner thereof free from any adverse claims or rights therein by any other person, firm or corporation. Attached hereto as Exhibit A is a list of musical compositions written and made a part of this Agreement.
Writer acknowledges that, included within the rights and interests hereinabove referred to, but without limiting the generality of the foregoing, is Writer's irrevocable grant to Publisher, it's successors, licenses, sublicensees and assigns, of the sole and exclusive right license, privilege, and authority throughout the entire world with respect to the said original musical compositions and original arrangements of compositions under the public domain, whether now in existence or hereafter created during the term hereof as follows:
4. Warranties, Representations, Covenants and Agreements: Writer hereby warrants, represents, covenants and agrees as follows: Writer had the full right, power and authority to enter into and perform this Agreement and to grant to and vest in Publisher all the rights herein set forth, free and clear of any and all claims, rights and obligations whatsoever; all of the compositions and all other results and proceeds of the services of the Writer hereunder, including all the titles, lyrics and music of the musical compositions, and each and every part therefore, delivered and to be delivered by Writer hereunder are and shall be new and original and capable of copyright protections throughout the entire world; no musical composition hereunder nor any part thereof shall be an imitation or copy of, or shall infringe upon any other material, of shall violate or infringe upon any common law or statutory rights of any part including without limitation, contractual rights and copyrights and rights of privacy, and Writer has not sold, assigned, leased, licensed or in any way disposed of or encumbered any composition or rights herein granted to Publisher, not shall Writer sell, assign, lease, license or in any other way dispose of or encumber any of the compositions or said rights.
5. Power of Attorney: Writer does hereby irrevocably constitute, authorize, empower and appoint Publisher, or any of it's officers, Writer's true and lawful attorney (with full power of substitution and delegation), in Writer's name, and in Writer's place and stead, or in Publisher's name, and to take and do such action, and to make, sign, execute, acknowledge and deliver all instruments or document, which Publisher, or its, successors, assigns and licenses, all of the rights or interests granted by Writer hereunder, including, without limitation, such documents as Publisher may deem desirable or necessary to secure to Publisher or its the worldwide copyrights for all compositions hereunder for the entire term of copyright and for any and all renewals and extensions.
6. Compensaton: Provided the Writer shall faithfully and completely perform the terms, covenants and conditions of this Agreement, Publisher hereby agrees to pay Writer for the services to be rendered by Writer under this Agreement, and for the rights acquired hereunder, the following compensation based on the musical compositions which are the subject hereof:
7. ACCOUNTING: Publisher shall compute the total composite royalties earned by Writer pursuant to this Agreement and pursuant to any other agreement between Writer and Publisher, whether now in existence or entered into at any time subsequent hereto, on or before September 30th for the semi-annual period ending the preceding June 30th, and shall thereupon submit to Writer the royalty statement for each period together with the net amount of such royalties, if any, as shall be payable after deducting any and all unrecouped advances and chargeable costs under this Agreement or any other agreement between Writer and Publisher. Upon the submission of each statement, Publisher shall have the right to retain, with respect to print sales as a reserve against subsequent charges, credits or returns, such portion of payable royalties as shall be necessary and appropriate in its best business judgement. All statements rendered by Publisher to Writer shall be binding upon Writer and not subject to any objection by Writer for any reason unless specific written objection, stating the basis thereof, is submitted by Writer to Publisher within one (1) year from the date rendered. Writer or a certified public accountant in his behalf may , at Writer's expense, and at reasonable intervals, examine Publisher's books relating to activities during the accounting period for said statement.
8. ACTIONS: Publisher may take such action as it deems necessary, either in Writer's name or in its own name, against any person to protect all rights and interests acquired by Publisher hereunder. Writer will, at Publisher's request, cooperate fully with Publisher in any controversy which may arise or litigation which may be brought concerning Publisher's rights and interests obtained hereunder. Publisher shall have the right to, in its absolute discretion, to employ attorneys and to institute or defend any action or proceeding and to take any other proper steps to protect the right, title and interest of Publisher in and to each musical composition hereunder and every portion thereof and in that connection, to settle, compromise or in any other manner dispose of any matter, claim, action or proceeding and to satisfy any judgement that may be rendered, in action brought by Publisher against any alleged infringer of any musical composition shall be initiated and prosecuted as a result thereof after deduction of the expense of litigation, including but not limited to attorney's fees and court cost, a sum equal to fifty percent (50%) of such net proceeds shall be paid to Writer. Writer agrees to and does hereby indemnify, save and hold Publisher harmless from any and all loss connected with any claim by a third party which is inconsistent with any in this Agreement, and Writer agrees to reimburse Publisher, on demand, respect to any liability or claim to which the foregoing indemnity applies. Pending the determination of any such claim, Publisher may withhold payment of royalties or other monies hereunder.
9. NOTICES: Any written notices which Publisher will desire to give Writer hereunder and all statements, royalties and other payments which shall be due to Writer hereunder shall be addressed to Writer at the address set forth on Page 1 hereof until Writer shall give Publisher written notice of a new address. All notices which Writer shall desire to give to Publisher hereunder shall be addressed to Publisher at the address set forth on Page 1 hereof until Publisher shall give Writer written notice of a new address.All notices shall be delivered by hand or served by mail, postage prepaid, or telegraph office, whichever shall be first, shall be deemed the date of service.
10. ENTIRE AGREEMENT. This Agreement supersedes any and all prior negotiations, understandings, and agreements between the parties hereto with respect to the subject matter hereof. Each of the parties acknowledges and agrees that neither party has made any representations or promises in connection with this Agreement or the subject matter hereof not contained herein.
11. COLLABORATION AND SEPARATE AGREEMENTS:
12. WRITER's SERVICES: Writer agrees to perform the services required hereunder conscientiously and solely and exclusively for and as requested by Publisher. Writer shall promptly and faithfully comply with all requirements and requests made by Publisher in connection with its business as set forth herein. Writer shall deliver a manuscript copy of each material composition hereunder immediately upon the completion or acquisition of such musical composition. Publisher shall use its reasonable efforts in its best business judgement to exploit all compositions hereunder, but Publisher's failure to exploit any or all said compositions shall not be deemed a breach hereof.
13. MODIFICATION, WAIVER, INVALIDITY AND CONTROLLING LAW: This Agreement may not be canceled, altered, modified, amended or waived, in whole or in part, in any way, except by instrument in writing signed by the party sought to be bound. The waiver by either party of any breach of this Agreement in any one or more instances shall in no way be construed as a waiver of any subsequent breach of this Agreement. (whether or not similar in nature). If any part of this Agreement shall be held to be void, invalid or unenforceable, it shall not affect the validity of the balance of this Agreement. This Agreement shall be deemed to have been made in the State of _____, and its validity, construction and effect shall be governed by the laws of the State of __(state)__ applicable to agreement wholly performed therein. This Agreement shall not be binding upon Publisher until signed and executed by Writer.
14. UNIQUE SERVICE: Writer acknowledges that the services rendered hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them a particular value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law, and that a breach by the Writer of any of the provisions of this Agreement will cause Publisher great and irreparable injury and damage. Writer expressly agrees that Publisher shall be entitled to the remedies of injunction and other equitable relief to prevent a breach of this Agreement or any provision hereof which relief shall be in addition to any other remedies for damages or otherwise, which shall be available to the Publisher.
15. ASSIGNMENT: Publisher shall have the right to assign this Agreement or any of its rights hereunder to any party. Writer does not have the right to assign this Agreement.
16. DEFINITION: For the purpose of this Agreement, the word "person" means and refers to any individual, corporation, partnership, association or any other organized group of persons legal successors or representatives of the foregoing. Whenever the expressions "the term of this Agreement" or "period hereof" or words of similar connotation are included herein, they shall be deemed to mean and refer to the initial term of this Agreement and any and all renewals, extensions, substitutions or replacements of this Agreement, whether expressly indicated or otherwise. Where more than one person shall comprise Writer, the singular shall also include the plural, as applicable.
17. RECOUPMENTS: It is understood and acknowledged that any and all charges or advances against royalties under this Agreement may be recouped only from the royalties earned hereunder. No cross collateralization exits between this Agreement and any other facet of the Writer's business or career.
18. RIGHT OF REVISION: Notwithstanding anything contained herein to the contrary:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year above written.
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