This Non-Exclusive Master Use License and Co-Publishing/Administration Agreement (“Agreement”) is by and between Mor’Geez Records cc, (“Licensee/Co-Publisher”), and You (“Rights Holder”), as entered in this Agreement.
In consideration of the following mutual covenants, conditions, and promises, the parties agree as follows:
OVERVIEW:
Rights Holder owns or controls sound recordings and audiovisual recordings (“Masters”). Rights Holder currently has a music distributor for its Masters (“Current Distributor”).
Rights Holder is seeking an additional distributor to provide non-exclusive distribution and promotional services for its Masters (“Non- Exclusive Distribution”).
Rights Holder also owns or controls musical compositions (“Compositions”).
Rights Holder is seeking a music co-publisher to administer and license such Compositions to film, TV, and other commercial uses.
Co-Publisher Warranty:
Licensee/Co-Publisher provides Non-Exclusive Distribution.
Licensee/Co-Publisher guarantees that Non-Exclusive Distribution will not interfere with services provided by Rights Holder’s Current Distributor.
Licensee/Co-Publisher will provide additional distribution services and license and compile Masters for new or existing compilation music products (“Compilations”) as authorized or supplied by Rights Holder.
Licensee/Co-Publisher provides full-service administration, registration, licensing, synchronization, and co-publishing services for film, TV, and other commercial usages for songwriters and song owners’ Compositions.
SECTION 1.
GRANT OF LICENSE
Rights Holder grants Licensee/Co-Publisher the rights to reproduce, distribute, broadcast, sell, license, publish, administer, and otherwise exploit (“Distribute”) sound recordings, audiovisual recordings, and musical compositions that are owned or controlled by Rights Holder (“Masters/Compositions”), as such provided in Exhibit A (“Exhibit A”) or further supplied by Rights Holder, in whole or in part direct to online, mobile, digital, electronic, satellite, wireless, and traditional retailers, and distributors and various service providers and channels, other licensees, performance rights organizations and collection societies, and synchronization companies (“Distribution Affiliates”) that sell, copy, distribute, transmit, perform, synchronize or otherwise monetize Masters/Composition by any and all transmissions, media and communication technologies, whether now known or existing in the future (“Media”), and to compile Compilations.
SECTION 2.
CONSIDERATION:
In consideration for the licensing of the Masters/Compositions and the grant of rights to publish and administer musical compositions to Licensee/Co-Publisher,
Licensee/Co-Publisher shall pay a royalty (“Payment”) to Rights Holder as provided in Exhibit B
(“Exhibit B”). Payment to Rights Holder shall constitute Licensee/Co-Publisher’s entire royalty obligation and will include any mechanical royalties owed to Rights Holder for compositions and publishing that Rights Holder controls, administers, or is obligated to pay by way of agreement with its artists.
Licensee/Co-Publisher will be solely responsible for obtaining all requisite mechanical licenses and paying all mechanical royalty fees, both to Rights Holder and to other third parties. When applicable, mechanical royalties for third party composers and publishers will be paid directly to those composers and publishers by Licensee/Co-Publisher, Distribution Affiliates and/or other collection agencies from gross royalties.
All mechanical royalties are to be paid at the full RSA statutory per-unit rate currently in effect. Any applicable performance royalties will be paid directly to composers and co-publishers by the appropriate Performing Rights Organizations (“PRO”).
SECTION 3.
ACCOUNTING; STATEMENTS; PAYMENTS:
Rights Holder shall not pay any set-up costs or submission fees to Licensee/Co-Publisher.
Statement of Account (“Statement”) will be submitted by Licensee/Co-Publisher to Rights Holder on a quarterly-annual basis by January 15, April 15, July 15, and October 15 of each calendar year.
Payments shall be delivered via email to the email address provided herein and will be sent to Rights Holder within 15 days after Statement is delivered.
Any Statement balance due under US$30.00 or its country’s conversion rate equivalent, shall be rolled into the following quarter and paid only when the balance exceeds US$30.00 or its country’s conversion rate equivalent. Statement shall be subject to an audit by Rights Holder, but not more than once in each twelve (12) month period, at Licensee/Co-Publisher’s principal place of business during normal business hours or virtually through secure video connection communication platform such as SKYPE or others on no less than thirty (30) days prior written notice.
Any objections to Statement or Payment submitted to Rights Holder shall be made within 1 month of their submission, or all objections shall be barred.
SECTION 4.
OWNERSHIP OF MASTERS:
Nothing in this Agreement shall limit Rights Holder’s ownership rights to the Masters. Rights Holder shall retain all copyrights and ownership rights of Masters, with respect to grant this license to Licensee/Co-Publisher under this Agreement.
SECTION 5:
TERM:
The term of this Agreement shall be two (5) years and will automatically renew unless notice is given to Licensee/Co-Publisher at least 90 days prior to the renewal date.
In the case of Rights Holder’s Masters being repurposed to create new Compilation products and for specific non-exclusive licensing to film, TV, commercial placements, the term shall be in perpetuity for those services products only.
Licensee/Co-Publisher is entitled to and shall use its best efforts to collect all monies earned by the Masters/Compositions prior to the end of the Term.
For monies from Distribution Affiliates earned from Masters/Compositions that are not paid prior to the end of the Term (“Unpaid Monies”), Licensee/Publisher shall collect and pay Rights Holder its applicable share of such Unpaid Monies after the Term. Licensee can terminate this Agreement at will.
SECTION 6.
SCOPE OF LICENSEE/CO-PUBLISHER’S USE RIGHT:
Licensee/Co-Publisher shall have the non-exclusive and universal right to Distribute Masters/Compositions and Compilations through Distribution Affiliates and Media, now known or later developed, including promoting, marketing, advertising, performing, monetizing, and sublicensing the Masters/Compositions, in whole or in part, and to register Compositions with applicable PRO, such as SAMPRA, SAMRO, CAPASSO, ASCAP, BMI, SESAC and other international collection societies, and to collect statutory royalties from public performances, broadcasts and synchronizations of such Masters/Compositions, on behalf of Rights Holder.
In regards to administration of the Compositions, Licensee/Co-Publisher shall have the right to administer and the right to exploit the Compositions, or any part thereof, throughout the universe directly or indirectly through its licensees, in any manner and in any medium, now or hereafter known, during the Term of this Agreement.
SECTION 7.
RIGHTS HOLDER GRANTS AND ASSIGNS CO-PUBLISHING RIGHTS:
During the Term of this Agreement, Rights Holder hereby assigns and delivers the co-publishing rights (“Co-Publishing”) to Licensee/Co-Publisher, a certain heretofore unpublished original musical Composition(s), arranged, written and/or composed by Rights Holder and/or Rights Holder’s songwriter(s) who are under contract directly with Rights Holder, as listed in Exhibit A, including the title, words and music, and all copyrights including but not limited to the copyright registration, claims and demands relating to such Compositions, and the right to secure copyright and registrations throughout the world, receipt of which is hereby acknowledged,
the Rights Holder hereby assigns and delivers the Co-Publishing to Licensee/Co-Publisher, its successors and assigns, all renewals and extensions of the copyrights of said musical Compositions, during the Term of this Agreement.
Rights Holder grants to Licensee/Co-Publisher, and Licensee/Co-Publisher accepts, the right and duty to act as the agent of Rights Holder throughout the universe to administer and license the Compositions, and the rights to collect any and all monies accruing and/or earned from performance and license fees, on behalf of Rights Holder. Payments to Rights Holder are outlined in Exhibit B.
SECTION 8.
RIGHTS HOLDER’S WARRANTY:
Rights Holder warrants that it: is free to enter into this Agreement; is not under any restrictions or commitments, contractual or otherwise with third parties, including the musicians and producers whose services are embodied on the Masters/Compositions, that prohibit or restrict Rights Holder’s commitments and grant of rights to Licensee/Co-Publisher under this Agreement, and none of the services, nor the services of anyone else retained by Rights Holder to perform on or provide work for the Masters/Compositions, nor the use of Rights Holder’s name and trademark, shall interfere or infringe with the rights of any other party, including without limitation, contract rights, copyrights, trademarks, service marks, logos, and rights of privacy and publicity, nor shall the Masters/Compositions, their title, or contents constitute a libel or a slander of any person.
Rights Holder agrees to indemnify, save, and hold Licensee/Co-Publisher harmless from any costs, expenses, attorneys’ fees, losses, or damages based on, arising out of, or connected with any claim by any third party that is contrary to the warranties and representations made by Licensor in this Agreement.
SECTION 9.
FORCE MAJEURE:
If by reason of act of God or force majeure, such as war, fire, earthquake, labor controversy, civil commotion, acts of any government, or the unavailability of or delays in the delivery of materials and supplies, or similar or dissimilar matters beyond Licensee/Co-Publisher’s control, Licensee/Co-Publisher is prevented from or materially hampered in the manufacture, distribution, or sale of Masters/Compositions, Licensee/Co-Publisher shall have the right, by written notice to Rights Holder and without liability, to suspend Licensee/Co-Publisher’s obligations under this Agreement and to extend the then current period and the term. During any such suspension,
however,
Licensee/Co-Publisher shall be obligated to continue to pay any incoming or pending royalties to Rights Holder pursuant to this Agreement, unless the cause of such force majeure suspension shall affect Licensee/Co-Publisher’s ability to make such payments.
SECTION 10.
GENERAL
All of the terms and provisions of this Agreement shall be binding upon and for the benefit of the parties and their successors and assigns and legal representatives. This Agreement shall not be construed as creating a partnership between the parties nor to create any other form of legal association that would impose liability upon one party for the act or failure to act of another party.
This Agreement will be construed in accordance with the laws of the Province of Gauteng, South Africa, except that Province’s choice of law provisions, and any issues arising under this Agreement, and all of the parties hereto, shall be subject to the jurisdiction of the High courts of Johannesburg only.
If any provision of this Agreement is deemed unenforceable or void, the balance of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between Licensee/Co-Publisher and Rights Holder, and supersedes all prior agreements between both parties, whether oral or written, relating to the Masters/Compositions, and may not be modified except in writing signed by both parties.
This Agreement may be executed in any number of counterparts, and delivered by facsimile or via E-mail, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. For online use, the Rights Holder confirms reading agreeing to this agreement before submitting his Music Compositions to the Licensee/Co-Publisher website and subdomains.
EXHIBIT A
- Rights Holder will deliver a list of Masters including master metadata (“Master List”) to Licensee/Co-Publisher (Licensee/Co-Publisher will provide Rights Holder with instructions on how to submit The Master List).
- Masters will be delivered to Licensee/Co-Publisher upon execution of this Agreement to Licensee/Co-Publisher’s dedicated and secure Submission link or FTP site (Licensee/Co-Publisher shall provide easy-to-use FTP login).
EXHIBIT B
- BASIC ROYALTY AND LICENSING PAYMENT
A.1 Licensee/Co-Publisher agrees to pay to the Rights Holder the following Payment for Masters.
A.1.1 For all income received from the distribution and exploitation of Masters that are generated from digital downloads, interactive streams, compact disc sales and any other uses not listed below, domestic and foreign, a sum equivalent to seventy percent (70%) of the income received by Licensee/Co-Publisher shall be paid to Rights Holder.
A.1.2 For all income received from the distribution and exploitation of Masters that are generated from synchronization licenses for film, TV and commercial use, domestic and foreign, a sum equivalent to fifty percent (50%) of the income received by Licensee/Co-Publisher shall be paid to Rights Holder.
A.1.3 For all income received from the distribution and exploitation of Masters licensed for Compilations, domestic and foreign, a sum equivalent to fifty percent (50%) of the income received by Licensee/Co-Publisher shall be paid to Licensor.
A.2 Licensee/Co-Publisher agrees to pay to Rights Holder the following Payment for Compositions:
A.2.1 For all income received from the exploitation of the Compositions Licensee/Co-Publisher will pay to Rights Holder one hundred percent (100%) of the Writer’s share of the Composition and fifty percent (50%) of the publishing share, and Licensee/Co-Publisher will be entitled to fifty percent (50%) publishing share. See example below:
Writer’s Share: Rights Holder receives 100% for any fees of specifically the author of words.
PUBLISHING INCOME
Rights Holder receives 50%
Co-publisher’s Share: 50%
Licensee/Co-Publisher receives 50%
IN WITNESS WHEREOF, the parties have executed this Agreement in compliance with the website Terms of use policy which authorizes and approves this Agreement.
Your engagement with Mor’geez Records cc duly justifies your understanding and confirmation of your agreement to these terms and conditions. If you need assistance, simply click here to contact us and we will be glad to assist further.
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