EXCLUSIVE PUBLISHING AGREEMENT

THIS EXCLUSIVE SONGWRITING/PUBLISHER AGREEMENT is made the BETWEEN Mor’geez Records cc whose registered office 18 Heelra Road, Raumarais Park, Bramley Johannesburg, 2090, South Africa (“Publisher“); and Artist/Band Members ( solo or jointly and severally the “Writer“).

  1. BACKGROUND
  1. The Writer has created and owns the copyright in the pre-term/term-period Compositions 
  2. The Writer and Publisher acknowledge that the Writer shall create future Compositions.
  3. The Writer shall provide their exclusive songwriting services to Publisher during the Term (defined below). The writer has agreed to assign to the Publisher all copyright in the said Compositions and future Compositions written during the Term on the terms set out in this agreement.

  4. DEFINITIONS
  • “Compositions”: shall mean the said musical works composed by the Writer during the Term including future compositions.
  • “Rights Period”: shall be a life period ending 30 years from the agreement date.
  • Revenue:  all monies earned and directly identifiable as being from the exploitation of the Compositions received by or credited to the Publisher or its sub-publishers as appropriate, less the sub-publishers share, sales and withholding taxes, standard collection society commissions, the so-called Writer’s share of performance/broadcast income (unless received by the Publisher) and fees (if any) paid to any arrangers, translators or similar in accordance with local collection society rules and regulations.
  • “Territory”: shall mean all countries of the World.
  • “Sound Recording”: a sound-recording of a Composition performed by the Writer.

TERM

  1. The duration of this agreement (the “Term”) shall be for twelve (12) months commencing on the signing date (the “Initial Period”).  
  2. Writer hereby grants to Publisher the irrevocable and consecutive options to extend the Term for twelve (12) months (“the First Option Period“) and for one further period of twelve (12) months (the “Second Option Period”), each such option to be exercisable by Publisher by written notice to Writer prior to the date when the Term would otherwise expire.
  3. If at the date when the current Period of the Term would otherwise expire (“End Date”) Publisher has neither exercised the option to extend the Term for a further Period nor notified Writer that Publisher does not wish to exercise such option then the following provisions shall apply:
    1. Writer shall forthwith inform Publisher in writing that our option has not yet been exercised (an “Option Warning”);
    2. Publisher shall be entitled to exercise its option at any time before receiving the Option Warning or within ten (10) business days thereafter and in the event the Publisher exercise such option to extend the Term then the commencement date of the next Period shall be backdated to the date such Period would have commenced had the Publisher exercised such option in a timely fashion without reliance on this clause;
    3. the current Period of the Term shall be deemed to have continued until Publisher exercise the option or Publisher shall give notice to Writer that Publisher does not wish to exercise the option or until the end of such period of ten (10) business days (whichever shall first occur) and if Publisher exercises the option within that period then the next Period of the Term will be deemed to have started immediately after the date of lapse of the previous Period had it not been for the operation of this clause;
  • MINIMUM COMMITMENT: 
  1. Writer guarantees to deliver to Publisher in each year constituting the Term and each exercised option a minimum of sixteen (16) new and original Compositions which are satisfactory to Publisher and are accepted by Publisher (according to Publisher’s and Writer’s normal and usual standards) as Compositions hereunder (“Minimum Commitment”).
  2. Writer shall deliver the number of Compositions hereinabove to Publisher within two (2) months of the date of each year constituting the term or the date each option is exercised by Publisher.
  3. If the Writer fails to meet such guarantee during the Term or any exercised option, as applicable, then this agreement shall be extended automatically without payment of further advances until such guarantee shall be met and the time for the exercise of all subsequent options shall be extended for an amount of time equal to such automatic suspension.
  4. Notwithstanding anything to the contrary set forth above, in the event that you collaborate as a writer of musical compositions with other writers, each such collaborated musical composition shall count in the proportional share of ownership set out in a separate songwriter’s agreement (as described in clause 13b below) for the purposes of your Minimum Commitment.
  • RIGHTS GRANTED: Pursuant to and for the consideration set out in this Agreement the Writer hereby assigns to the Publisher absolutely the following rights and licenses :
  1. The Writer hereby grants solely and exclusively to the Publisher for the Rights Period all title and copyright and similar rights in the Territory in the Compositions and acknowledges and agrees that the Publisher shall subject to the terms hereof be exclusively entitled in the Territory to collect all monies earned therefrom (other than the so-called “writers share” of public performance income if such rights have been granted to any performing rights society) during the Rights Period. This Agreement shall be regarded as a certificate for the purposes of the Performing Right Society’s Rule1 (o).  In the event that any licensee of Publisher requires an assignment of the rights hereunder from Publisher then Writer shall grant such further rights as shall be reasonably required by Publisher;
  2. The Publisher shall be exclusively entitled to administer all Compositions on the terms hereof for the Rights Period throughout the Territory;
  3. The publisher shall have the right to make available to third parties, via digital transmissions or physical means, copies of the Sound Recordings embodying the Compositions for the purposes of allowing third parties the opportunity to preview and audition the Compositions;
  4. The publisher shall have the right to broadcast or rebroadcast the Compositions by means of radio or television, online streaming, and by any other means whatsoever, including broadcasts transmitted from transmitters situated in the Territory wherever the same may be received, and to transmit the Compositions to subscribers to a diffusion service by any means whatsoever, whether with or without visual images and to exploit the same subject always to the terms of any blanket industry agreements from time to time in force in the Territory insofar as applicable; 
  5. The publisher shall have the exclusive right to grant worldwide perpetual or limited licenses in respect of any audiovisual production originating in the Territory to third parties to reproduce and exploit the Compositions by means of synchronization with any cinematograph film, advertisement, television film or production, videocassette or disc or any other visual image producing device now known or which becomes known after the date of this Agreement known subject always to the terms of any blanket industry agreements from time to time in force in the Territory;
  6. a non-exclusive, irrevocable, royalty-free, license for the Term period to use and exploit the Sound Recordings throughout the Territory, and such use and exploitation shall be limited to:
    1. the right to reproduce the Sound Recordings by means of mechanical and/or digital reproduction by way of record or other sound bearing contrivance and/or visual image-producing contrivance (including, but without limitation all of the videograms and CD Roms or other digital or electronic formats) or another device, now known or to become known after the date of this Agreement solely for PROMOTIONAL purposes.
    2. the rights to copy, edit, alter, fade, stretch, loop, add to, or take from the Sound Recordings;
    3. the right to stream the Sound Recordings on Publisher’s website or a website owned or controlled by Publisher or any third party websites authorized by Publisher for COMMERCIAL or PROMOTIONAL purposes or otherwise;
  • OBLIGATIONS OF PUBLISHER The Publisher shall use its reasonable endeavors to exploit the Compositions, during the Term by either:
    1. making a recording of the Compositions for the purpose of reproducing the same on a record or other sound bearing contrivance, digital download and/or visual image-producing contrivance or device for sale to the public; or
    2. procuring the publication of the Compositions in printed form for sale to the public, including the preparation and editing of the work for use in a hire library; or
    3. procuring the grant of a license for the synchronization of the Compositions with any advertisement, jingle, film, television, video cassette, computer game mobile phone operative or disc or any other visual producing device; or
    4. procuring a public performance of the Compositions, including but not limited to transmission on radio, television, internet, or similar computer network.
    5. If any Composition is not exploited by any of the methods outlined above within the ten (10) years from delivery of such Composition to the Publisher the Writer shall be entitled to notify the Publisher by written Notice that the Writer requires rights in that Composition to be reassigned to the Writer. If within sixty (90) days after such notice, the Composition is still not exploited by any one of the aforementioned then the rights in such Composition may revert back to the Writer.
  • OBLIGATIONS OF THE WRITER: The 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 by Publisher in connection with its business as set forth herein.
  • ADVANCE PAYMENTS: 

Any agreed amounts paid by or expended by the Publisher on behalf or at the request of the Writer(s) shall be fully recoupable against royalties set out below.

  • ROYALTIES: There shall be payable to the Writer, “Revenue” which shall mean sums actually received by Publisher minus the following permissible deductions:
    1. Royalties and/or commissions to sub-publishers and/or licensees which are not to exceed thirty percent (30%);
    2. any direct costs and expenses actually incurred and paid by Publisher or its sub-publishers and/or licensees in earning “Revenue”, including without limitation, the costs of manufacture and distribution of sheet music, songbooks, and other graphic reproductions of Compositions.
    3. In respect of the exploitation of the Compositions the Publisher agrees to pay to the Writer (subject to recoupment of the advances and other recoupable payments) the following royalties:

      The Payment Plan
  • Sheet Music Royalties: seventy percent (70 %) of Net Receipts
  • Mechanical Royalties: seventy percent (70 %) of Net Receipts 
  • Synchronization Fees: sixty percent (60%) of Net Receipts 
  • Broadcast/Performance Income: fifty percent (50%) of the “publisher’s share” of all performing fees received by the Publisher from the broadcast/public performance of the Compositions.  
  • Other Income: seventy percent (70%) of Net Receipts from any other source being directly identifiable as from usage(s) of the Compositions and not otherwise specifically referred to in this Agreement.
  • ACCOUNTING
  1. The Publisher shall account to Writer in respect of each accounting period as of 30th June and 31st December in each year and shall show all monies received by the Publisher.  Such statements shall be mailed within thirty (30) days after the end of each accounting period together with a remittance by the Publisher to the Writer of all sums thereby shown to be due, provided that the aggregate of such sums exceeds (with balances carried forward from previous periods) the sum of R5000.00 South African Currency or its Foreign Exchange Equivalent.
  2. Not more than once in each year and subject to giving Publisher thirty (30) days prior written notice, the Publisher shall at the request of the Writer allow the Permitted Auditors to examine the relevant parts of all royalty accounts and statements only in so far as the same relate to the Compositions hereunder.  
  3. In the event that the Permitted Auditors as aforesaid carry out such an examination Writer shall provide Publisher not less than thirty (30) days prior to such examination with a full list of the titles and writers of all Compositions in respect of which the examination is to be conducted.  The Writer acknowledges that the documents made available for examination contain confidential commercial information and neither the Writer nor the Permitted Auditors shall disclose (other than to Writer’s professional advisors) or use on behalf of any third party any facts or information obtained as a result of any such inspection.  After completion of the examination, the Writer shall provide the Publisher with a full copy of all reports resulting therefrom.
  4. No examination shall be conducted in respect of accounting periods commencing more than one (1) year prior to the date of receipt by the Publisher of a request to conduct the same or shall be conducted in respect of accounting periods which shall have been the subject of a previous audit hereunder.  Any royalty statement or payment submitted by the Publisher to the Writer and unchallenged by the Writer within three (3) months from the date of issue thereof shall be deemed conclusively settled and binding on the Writer unless a notice to audit such account has already been received by the Publisher.
  5. In the event that any audit reveals an underpayment in excess of ten percent (10%), the Publisher shall forthwith remit such sums to the Writer without the cost of audit and interest on the sum underpaid.
  6. MORAL RIGHTS: The Writer, being the sole author of the Compositions, waives absolutely his moral rights arising under the Copyright,  and, so far as is legally possible, any broadly equivalent rights he may have in any territory of the world and shall provide to the Publisher absolute waivers of all moral rights in each future Work promptly on its creation.
  • WARRANTIES: The Writer represents and confirms that:
  1. Compositions written or to be written or produced hereunder shall be original and written in good faith and the exploitation of the rights assigned by this agreement will not infringe the rights of any third party;
  2. The Writer is fully entitled to enter and perform under this Agreement.
  3. The Writer shall promptly and accurately inform the Publisher of all the titles of Compositions to be recorded and produced within the Term and options of this Agreement, the Writer’s interest therein, and names and interests of co-writer(s) (if any).
  • COLLABORATIONS
  1. Whenever Writer shall collaborate with any other person in the creation of any Composition, the Writer shall make all reasonable efforts to ensure that such Composition shall be subject to the terms and conditions of this Agreement. Writer warrants represent and agree that prior to the collaboration with any other person, such other person shall be advised of this exclusive agreement and advised that all such composition must be published and owned by Publisher. In the event of such collaboration with any other person, Writer shall cause the other person to execute a separate songwriter’s agreement with respect thereto, which agreement shall set forth the division of the songwriter’s share of income between Writer and such other person, and Publisher shall make payment accordingly.
  2. In the event that a collaborated Composition cannot be fully made subject to terms and conditions of this Agreement, Writer shall cause the other person to execute a separate songwriter’s agreement with respect thereto, which agreement shall grant all necessary licenses to allow a publisher to fully exploit the collaborated Compositions and shall set forth the division of proportional share of ownership between Writer and such other person in respect to such composition, and the Writer shall inform the Publisher of the hereinabove arrangement.
  • ASSIGNMENT
  1. The Publisher shall be entitled to assign this Agreement and its benefits and burdens to any Company which is actively engaged in the business of music publishing.
  2. No such assignment shall relieve the Publisher of any of its obligation hereunder and as a condition of such assignment being effective Publisher shall procure that the Publisher shall enter into a direct covenant with the Writer to comply with all of the terms and conditions of this Agreement.
  • JURISDICTION
  1. This Agreement shall be subject to the laws of Gauteng, South Africa, and the parties agree to submit disputes to the jurisdiction of the High Court of Johannesburg.
  2. Arbitration and Mediation shall be also considered by both parties as alternative methods of dispute resolution should it be deemed appropriate according to the circumstances and agreed by both parties.
  3. THIS DOCUMENT CONTAINS AN IMPORTANT AGREEMENT THAT WILL AFFECT THE ARTIST CAREER AS A SONGWRITER.  BEFORE SIGNING WRITER SHOULD BE SURE THAT THE WRITER UNDERSTANDS ITS CONTENTS AND THAT THE WRITER WISHES TO BE BOUND BY IT.  PUBLISHER RECOMMEND WRITER TAKING LEGAL ADVICE FROM AN INDEPENDENT EXPERT.
  4. The liability of each member of the Writer hereunder shall be joint and several.
  • TERMINATION BY WRITER
  1. This Agreement shall terminate immediately if the Publisher enters into liquidation (other than a voluntary liquidation for the purposes of reconstruction or reorganization) or if a trustee or a receiver is appointed to take over all or a substantial part of Publisher’s assets and undertaking.
  2. If Publisher default in their obligations in respect of payment of royalties and other sums as required by this Agreement and such default shall (if capable of remedy) continue for a period of 180 (one hundred and eighty) days after the receipt by Publisher of notice from Writer alleging such default, then Writer shall have the right to immediately terminate this Agreement by notice sent to Publisher.
  3. In the event of the termination of this Agreement pursuant to clauses 16. a or 16. b all rights in the Compositions granted to Publisher under this Agreement shall remain until the stipulated period before reverting to Writer without further formality. Subject to the payment by Publisher of any and all royalties, fees, and sums then due from Publisher to Writer under this Agreement, Publisher shall be under no further liability to Writer, whether by way of damages or otherwise.
  4. Termination by Writer as mentioned above can only be possible only if the Publisher defaults in payments overdue to Writer and after issuance of a 180 (one hundred and eighty) days notice by Writer. In the absence of such defaults, the Writer has no obligation or right to terminate.
  • TERMINATION BY PUBLISHER
  1. If Writer (being a natural person) enter into bankruptcy or if Writer (being a body corporate) make any composition of Writer’s creditors or if a trustee in bankruptcy is appointed to take over all or a substantial part of Writer’s assets and undertaking, Publisher shall have the option to terminate this Agreement immediately upon giving notice of such termination to Writer.
  2. If Writer is in fundamental breach of the provisions of this Agreement to be performed and such default shall continue for a period of 30 (thirty) days after the receipt by Publisher of notice from Publisher alleging such default, then Publisher shall have the right at any time following Writer’s receipt of such notice to terminate this Agreement immediately upon giving notice of such termination to Writer, SUBJECT TO PAYMENT OF ROYALTIES due to the WRITER.
  3. Termination of this Agreement pursuant to clauses 17. a or 17. b shall be without prejudice to Publisher rights under this Agreement in respect of each and all of the Compositions to which Publisher was entitled pursuant to this Agreement at the date of such termination. 

SCHEDULE 1: This refers to your submitted tracks for the purpose of Publishing by Mor’geez Records cc as per the terms above.

Your engagement with us duly justifies your understanding and confirmation of your agreement to these terms and conditions. If you have any queries, please log in to submit a ticket.

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