음악부속물

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1 Music Industry White Paper 2010

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46 Music Industry White Paper 2010

47 Appendix

60 Digital Music Forum East & West SXSW Music and Media Conference Music Matters

61 THIS AGREEMENT made in duplicate as of the of, 200 Album: Regarding BETWEEN (Hereinafter referred to as LICENSOR ) AND (Hereinafter referred to as LICENSEE ) WHEREAS A. LICENSOR owns the rights for the Licensed Territory (as defined in the Schedule(s) hereto) on the Master Recordings in the Schedule(s) (hereinafter referred to as The Masters ) featuring the performances as indicated in the Schedule(s) (hereinafter referred to as The Artist ); B. LICENSEE is in a position to provide manufacturing, sales, distribution, and marketing facilities for records in the Licensed Territory. WITNESSETH In consideration of the premises and of the mutual covenants and undertakings hereinafter set forth, the parties hereto have agreed as follows: 1. Definitions In this Agreement the following expressions shall have the following respective meaning where the context so applies: a) Records shall mean mechanical reproductions for the oral transmission in vinyl, disc, tape, or compact disc form and not coupled with visual elements of the Masters. b) The Term shall mean the term specified in the Schedule(s) hereto. c) Master shall mean any recording of sound by any method and on any substance or material, whether now or hereafter known, which is used in the recording, production and/or manufacture or Records as hereinafter defined. d) Person and Party shall mean any individual, corporation, partnership, association or other organised group of persons or legal successors or representatives of the foregoing. e) Delivery or Delivered when used with respect to Masters hereunder, shall mean to actual receipt of Licensee of fully mixed and edited Masters, in a quality satisfactory to Licensee and ready for Licensee's manufacture of Records, and all necessary licenses (excluding mechanical licenses), applicable approvals and consents.

62 2. Grant of Rights LICENSOR hereby grants to LICENSEE, during the Term for the Licensed Territory only and subject to the LICENSEE duly complying with its obligation hereunder and subject to the terms of this Agreement, the following right: a) The exclusive right and license to manufacture Records produced solely from the Masters and with NO VARIATIONS OR MODIFICATIONS of the Masters unless provided for, herein. b) The exclusive right and license to sell such Records manufactured by it PROVIDED THAT all records sold hereunder shall bear the legend Under Exclusive License from c) NO CHANGES will be made with regards to Titles of songs or names of artists as stated in the original label information supplied by LICENSOR. d) The right to use and publish the names, photographs, and likeness' of the artists for advertising and trade purposes only in connection with the sale of the Records hereunder. e) The right to the extent permitted by the applicable laws of the Licensed Territory to authorize the public performance of Records hereunder via radio and television broadcasting stations in the Licensed Territory. f) All rights not expressly granted by Licensor to Licensee are reserved. We also reserve the following rights: ( i ) synchronization rights including in the Territory as part of a wider territory; (ii) compilation/soundtrack rights including in the Territory as part of a wider Territory; (iii) the right to commercially exploit the Masters as part of videos or audio-visual devices; (iv) the right to grant sample licenses including for the Territory as part of a wider territory; (v) the right after the Term to embody Masters which have only been delivered to you as Singles upon Artist Albums; (vi) the right to include the Masters in any radio, television or cinema commercial advertisement or programme including for the Territory as part of a wider territory. 3. Delivery of Masters Licensor shall deliver to Licensee one duplicate recording of each Master subject to the provisions hereof. Licensee shall reimburse Licensor for the cost of duplication and transportation with respect to it. Such recording shall be of suitable quality for use in the commercial production of records for general sale. At time of the delivery to Licensee of the first such derivative from each Master, Licensor shall supply to Licensee in writing the correct title of the recorded work, the names of the author, composer and publisher thereof, the timing, together with any additional copyright information known to Licensor as well as the names of the recording artists in appropriate form for display on record labels and packaging. 4. Obligations of LICENSEE a) Forthwith upon delivery of the Masters by LICENSOR, LICENSEE shall press and manufacture Records therefrom and the LICENSEE must release within the Licensed Territory Records manufactured from the Masters within ( ) days after receipt of the Masters and generally will use its best efforts and endeavors to sell and distribute the Records throughout the Licensed Territory to the greatest possible extent. b) LICENSEE shall release all Records hereunder in formats mutually agreed from time to time. LICENSEE will provide copies of each format to the LICENSOR immediately upon release for its archives. All rights not herein expressly granted to the LICENSEE are hereby reserved by LICENSOR. c) LICENSEE shall not distribute or sell Records hereunder other than at its top price level without the prior written consent of the LICENSOR, such consent not to be unreasonably withheld. Nor shall Premiums, Budget, Mid-Priced, Direct Mail Order or Record Clubs records are sold without prior written consent of the LICENSOR. d) With respect to Records manufactured and sold by LICENSEE hereunder, LICENSEE shall pay LICENSOR the Advances & Royalty specified in the Schedule(s) hereto of the suggested or recommended PPD (Published Price to Dealer) selling price in the country of sale of such Records. ( i ) With respect to Master recordings which embody copyrighted musical or other material, LICENSEE agrees to secure licenses from the appropriate copyright proprietors or their agents, publishers, or collection societies in the Licensed Territory to enable it to exercise its rights hereunder and LICENSEE shall make all payments therefore directly to such proprietors, agents publishers or collection societies. 5. Royalty Statement and Accounting Provisions a) During the Term and thereafter, as long as LICENSEE continues to be entitled to sell Records hereunder, LICENSEE agrees to keep usual and proper records and books of account and all usual and proper entries pursuant to standard accounting and

63 business practices, relating to the sale of Records hereunder and to deliver to LICENSOR semi-annually, withi days of each six month period respectively ending on June and December respectively, written statements showing the sale or Records hereunder during such period and in particular showing: ( i ) The number of copies of Records pressed within the Licensed Territory during the accounting period. (ii) The number of copies of Records released within the Licensed Territory during the accounting period. (iii) The number of copies of Records sold within the Licensed Territory during the accounting period and suggested or recommended PPD list price of such Records. (iv) The amount of royalties or other payments due to LICENSOR pursuant to this Agreement. b) Simultaneously with the delivery of each accounting statement referred to in Paragraph 5(a), above, LICENSEE shall pay to LICENSOR the total amount shown to be due and insofar as in excess of the advance paid payable to LICENSOR by such statement. All payments shall be made to LICENSOR in EURO's. In the event that LICENSEE is unable because of government restrictions to make payment in the manner described in the preceding sentence and LICENSOR agrees to accept payment in LICENSEE's national currency, LICENSEE shall deposit (at LICENSEE's expense) to LICENSOR's credit or account, in a depository selected by LICENSOR, all sums payable to LICENSOR hereunder. LICENSOR acknowledges that if LICENSEEis required by governmental regulations to withhold tax or payments otherwise due hereunder then LICENSEE shall afford LICENSOR any reasonable assistance required to enable LICENSOR to obtain a tax credit therefore. c) LICENSEE shall maintain books and records, which report the sales of records, and the calculation of net receipts derived from the exploitation of Masters. LICENSOR (or LICENSOR's Agent) may at any time during the Term, and for a period of years after termination or expiration of said term, make a complete and thorough examination of LICENSEE's books and records for accuracy. If LICENSOR wishes to make an examination LICENSOR will be required to notify LICENSEE at least seven days before the date when LICENSOR plans to commence the examination. Interest will be due at per cent ( %) above base lending rate of OOO Bank on under or late payments to us. You will pay audit and inspection costs if a discrepancy of per cent ( %) or more is found on audit. d) LICENSEE shall have the right to withhold a portion of the royalties owing to LICENSOR hereunder as a reserve against returns. The royalty reserves shall be calculated as the royalties computed on ( %) of the Records sold during any one particular calendar period, and shall be liquidated in the next calendar period after the period in which first held. e) No royalty shall be payable hereunder by LICENSEE to LICENSOR for Records returned for credit, for Records supplied for publicity or promotional purposes ('promo copies') or for Records sold as deletes, surplus or scrap. Notwithstanding the foregoing, LICENSEE undertakes to limit the number of 'promo copies' to a maximum of copies pressed and sold. 6. Warranties, Representations, Restrictions, Indemnification's a) LICENSEE warrants and represents that it is now, and will continue to be engaged during the Term of this Agreement, in the manufacture, sale, distribution, and exploitation of phonographic records in the Licensed Territory, and that it possesses the full right, power, and authority to enter into and perform this Agreement in all respects. b) LICENSOR represents and warrants that: ( i ) At the time of delivery of the Masters hereunder to LICENSEE, LICENSOR will (same as LICENSOR may notify the LICENSEE on or before the time of delivery) be the owner of the entire manufacturing, selling, and distributing rights in the Masters in the form of Records for the Licensed Territory for the period of this Agreement. (ii) LICENSOR possesses full right, power, and authority to enter into and perform this Agreement and that it will not, during the Term (subject to LICENSEE complying with its obligations) grant or attempt to grant to others than LICENSEE, rights or any kind in any of the said Masters the exercise of which would be inconsistent with the rights granted to LICENSEE hereunder. c) In the event of any third party infringing or attempting to infringe during the Term any rights acquired by LICENSEE, LICENSEE shall inform LICENSOR immediately when such infringement becomes known to it. LICENSOR reserves the right, but shall not be obligated, to take whatever legal action it deems necessary to prevent infringement. In the event that LICENSOR decides that proceedings shall be commenced, LICENSEE shall provide all information and assistance to LICENSOR that may be necessary. LICENSOR shall bear the cost of any such proceeding but shall be entitled to retain all damages recovered. d) In the event that LICENSOR elects not to commence such proceedings as referred to in the proceeding paragraph, LICENSEE may at its own expense commence proceedings and shall be entitled to retain a portion subject to the provisions of this agreement any such damages recovered. In prosecuting such action, LICENSEE shall select solicitors, and/or counsel in full consultation with LICENSOR, but LICENSOR agrees to co-operate fully with LICENSEE in any such proceedings and furnish LICENSEE (upon LICENSEE's reasonable request) with such information and assistance, as LICENSOR considers advisable with such proceedings. Any court proceedings taken by LICENSEE shall be subject to the LICENSOR's general consent in writing and no answer being obtained within ( ) days thereafter, approval shall be deemed granted.

64 e) LICENSEE agrees to indemnify LICENSOR and to hold LICENSOR harmless against anydamages, costs, expenses, fees (including attorney and accountant fees) incurred or suffered by LICENSORin any claim, suit, or proceeding instituted by or against LICENSOR in which any assertion is made which is inconsistent with any warranty or covenant made by LICENSEE. f) LICENSOR agrees to indemnify LICENSEE and to hold LICENSEE harmless against any damages, costs, expenses, fees (including attorney and accountant fees) incurred or suffered by LICENSEE in any claim, suit, or proceeding instituted by or against LICENSEE in which any assertion is made which is inconsistent with any warranty or covenant made by LICENSOR. 7. Default and Cure Provisions a) LICENSOR shall have the right at any time by giving notice in writing to LICENSEE, to terminate this Agreement forthwith on the happening of any of the following events and in such event LICENSEE shall have no right of sell-off and LICENSOR shall have the right to re-license in said territory: ( i ) If LICENSEE defaults in the observances or performances of any agreements or provisions contained herein and fails to remedy such default within ( ) days of receipt by LICENSEE a notice requiring such default to by remedied. (ii) If any fiscal or monetary judgement is obtained against LICENSEE and the same is not satisfied within ( ) days of the date of such judgement. (iii) If a distress or execution is levied or issued upon or against any of the chattels or properly if LICENSEE and it is not paid out within ( ) days of the levying of the same. (iv) In the event of the LICENSEE undergoing any re-structural proceedings either voluntary or involuntary. (v) If a resolution is passed for the winding-up of LICENSEE or an injunction for the liquidation of LICENSEE is presented. (vi) If LICENSEE shall stop payment or cease or threaten to cease to carry on its business. (vii) If a receiver of LICENSEE, its assets, or any part thereof shall be appointed or a resolution is passed for such an appointment. b) In the event of termination for any cause whatsoever of the license granted hereunder, all royalties accrued shall become immediately due and payable to LICENSOR. c) Upon the expiration of the Term all rights granted by LICENSOR free and clear of any claims by LICENSEE. Thereupon all tapes or matrices supplied to LICENSEE shall at LICENSOR's election either be destroyed in the presence of LICENSOR's duly authorized representatives or delivered to LICENSOR's designee in the Licensed Territory free of costs to LICENSOR or LICENSOR's designee. All derivatives of such tapes and matrices including duplicate tapes, masters, mothers, stampers shall be destroyed by LICENSEE upon said expiration and an affidavit of destruction shall be promptly furnished by LICENSEE to LICENSOR. LICENSEE shall nevertheless have the non-exclusive right to continue to sell (in the normal course of business and without distress sales) for a period of ( ) months following the date of expiration the Records which were in LICENSEE's stock at the time of said expiration LICENSEE shall have delivered to LICENSOR a written and verified inventory of such Records showing the factory costs therefore and that LICENSEE continues to account for and pay the royalties herein provided computed on the basis is not less than the suggested PPD (Published Price to Dealer)selling price prevailing for such Records on the date of said expiration and PROVIDED FURTHER THAT at any time after the said expiration LICENSOR shall have the right to purchase from LICENSEE at LICENSEE's factory cost all or part of the inventory not therefore sold by LICENSEE in which event LICENSEE will be relieved from any obligations to account and make payments for such repurchased Records. d) Any notice, accounting, or payment which either party is hereto required or desires to give to the other party shall be in writing and shall be addressed to such other addresses as such party shall have designated in writing to the other party. All notices and accountings shall be sent via express mail, air courier, registered mail, or any other form of delivery in respect of which written acknowledgement of receipt is required and shall be deemed duly given when actually received or ( ) days after sending, whichever occurs first. Simultaneous to the sending as aforementioned, the party shall send the same document via facsimile to the other party. e) All notices, statements, and accounting shall be sent as follows: to LICENSOR shall be so delivered or be so mailed to it at: or to such other address as it may from time to time have notified to LICENSEE. (xyz@abc.com) 8. Remixing of Masters a) You shall not be entitled to remix Masters delivered to you without our prior written approval as to the identity of the re-mixer and the budget for the remix. All remixes of Masters shall be subject to our written approval prior to use. Remixing costs incurred by you shall be % recoupable

65 b) We shall own the copyright throughout the world in those remixes of Masters made by you. We shall be entitled to exploit such remixes throughout the World except for the Territory and during the term rights granted to you hereunder without payment to you. Furthermore we shall be entitled to exploit such remixes outside the Territory during the Rights Period free of charge. 9. Videos If you or any licensee of yours wish to use in the Territory a video for promotional purposes which video was commissioned by us or on our behalf then you shall be entitled to do so subject to the payment by you to us of a contribution equal to an amount as mentioned in the schedule hereto per video per cent ( %) of such contribution shall be recoupable. 10. Options Each of the Option(s) referred to in the Schedule, provided always that such Option(s) shall be granted to Licensor, shall be exercised (if any at all) by Licensee in written within ( ) month after the date of delivery by Licensor of the Option(s). 11. Entire Agreement This Agreement and attached schedule(s) contain the entire understanding of the parties hereto relating to the subject matter and supersedes any prior agreements, written or oral, between the parties or their successors. No change or termination of this Agreement shall be binding upon LICENSOR or LICENSEE unless it is made by an instrument signed by an authorized representative of both parties. A waiver by either party of any provision of this Agreement in any instance shall not be deemed to waive it for the future or of any subsequent breach thereof. All remedies, rights, undertakings, and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party. The headings of the paragraphs hereof are for convenience only and shall not be deemed to limit or in any way affect the scope, meaning or intent of this Agreement or any portion thereof. 12. Independent Contractor This Agreement shall not be construed to create a partnership between the parties, and the parties understand that LICENSEE is acting hereunder as an independent contractor. 13. Applicable Law This agreement shall be construed only under the law of Amsterdam-The Netherlands. If any part of this agreement shall be invalid or unenforceable, it shall not effect the validity of the balance of this agreement. The parties hereto confirm that it is their wish that this agreement as well as the documents relating hereto, including notices have been and shall be drawn up in the English language only. 14. Sever ability Clause If any provision hereof shall be for any reason illegal or unenforceable, the same shall not affect the validity or the enforce ability of the remaining provisions hereof. 15. Attorney Fees In the event of a dispute arising out of the provisions of this contract, the prevailing party shall be entitled to recover any and all reasonable attorney s fees and other costs incurred in the enforcement of the terms of this contract or for the breach thereof. 16. Assignment LICENSOR may assign this Agreement to any third party or to any subsidiary, affiliated or controlling corporation or to any Person LICENSOR may also assign its rights hereunder to any of its licensees to the extent necessary or advisable in LICENSOR's sole discretion to implement the license granted. LICENSEE may not assign this Agreement or any of its rights or obligations hereunder and any such purported assignment shall be void. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first herein above written.

66 LICENSOR LICENSEE SCHEDULE A ATTACHED to and forming part of the Agreement dated as of the between (hereinafter referred to as the Licensor ) (hereinafter referred to as the Licensee ). 1. Territory: 2. Contract: Exclusive/Nonexclusive 3. Master: 4. Artist: Tracks: 5. Term: 6. Advance: USD ( US Dollars) as agreed Licensee has to pay to Licensor a recoupable but not refundable advance. 7. Royalties: a. Advances and Royalty shall mean: ( i ) The royalty for the master shall be ( %) percent on 100% percent of the PPD price. (ii) In House Regular -compilations, royalty payable shall be ( %) percent of the PPD price, pro rated in relation to the number of recordings embodied on such compilations.9 (iii) Video Contribution to be negotiated in good faith. (If available) (iv) If the masters are sub-licensed to a third party as provided in the attached License greement, The LICENSEE shall credit to LICENSOR ( %) percent of the nett receipts including advances. (v) Broadcast & Neighbouring rights will be collected by Licensee during the term and for the territory only and will pay ( %) to Licensor. After the term Licensee has no rights on Broadcast & Neighbouring Rights whatsoever (vi) No packaging deductions on any format. (vii) LICENSEE will pay upon undersigned of this agreement an advance in the amount USD recoupable against the above royalty. This agreement is only valid once the advance has been received by LICENSOR. (viii) Synchronization will be collected by Licensee during the term and for the territory only and will pay ( %) to Licensor. After the term Licensee has no rights on Broadcast & Neighbouring Rights whatsoever (ix) Digital Right will be collected by Licensee during the term and for the territory only and will pay ( %) to Licensor. After the term Licensee has no rights on Broadcast & Neighbouring Rights whatsoever Your publishing affiliate (provided they are a member of the South Korean society for authors- and publishers) will obtain the subpublishing rights, where they are entitled to collect % of the total mechanical rights, and of the total performing rights. The remaining shares will be paid directly from the Period years, starting. You will be entitled to collect afterwards, and for a period of, all monies generated in the contractual period, but not paid

67 8. Options: LICENSOR LICENSEE

71 AGREEMENT made and entered into this day of by and between of (hereinafter referred to as "Owner") and of (hereinafter referred to as "Publisher"). This Agreement is made with reference to the following facts : A. Owner is engaged in the business of music publishing in the United States of America and owns or controls certain musical compositions and the copyrights therein. B. Publisher is engaged in the business of music publishing within the territory of (hereinafter referred to as the "licensed territory"). NOW, THEREFORE, in consideration of the premises and tin further consideration of the mutual terms and conditions herein contained, the parties hereto agree as follows : 1. Owner hereby grants to Publisher the following rights in and to each and every musical composition owned or controlled by Owner and now uncommitted for the licensed territory and in and to each and every musical composition hereafter acquired by Owner in the ordinary course of its business (excluding catalogue acquisitions) during the term of this Agreement for the licensed territory, which musical compositions, together with any adaptations, arrangements and translation thereof that are made hereunder, are hereinafter referred to singly and collectively as "the compositions" : (a) The exclusive right to print, publish and vend copies of the compositions in the licensed territory ; (b) The exclusive right in respect to mechanical and electrical reproduction of the compositions in the licensed territory on phonograph records and pre-recorded tapes and transcriptions or by any other method now known or hereafter devised and the licensing of the compositions for such purposes in and for the licensed territory ; (c) The exclusive right of public performance for profit (including broadcasting and television) of the compositions and the licensing of the compositions for such purposes in and for the licensed territory ; (d) The non-exclusive right to grant non-exclusive licenses for the recording of the compositions in and with motion pictures and television productions produced in the licensed territory ; (e) The non-exclusive right to make and publish new adaptations and arrangements of the compositions and translations of the lyrics thereof into the language or languages of the licensed territory with the rights therein hereinabove provided in subparagraphs (a)-(d) hereof. 2. In connection with the rights granted to Publisher herein Owner hereby authorizes and empowers Publisher to de the following : (a) To collect and receive any all payments due hereunder in respect to the exploitation of the compositions in the licensed territory ; (b) To examine the books and records of any person, firm or corporation in the licensed territory in respect to the compositions ; (c) The non-exclusive right to enforce and protect the compositions in the licensed territory, including the institution of suits and proceedings in the name of Owner, and further including the right to enter into settlements, however, that Publisher shall first obtain Owner s written approval and consent with respect to any such settlement or compromise. In this connection Publisher agrees to protect and enforce the copyrights of the compositions and any subsequent copyrights produced therefrom in the licensed territory, and Publisher further agrees to undertake all necessary proceedings to prevent and restrain infringement thereof in the licensed territory.

72 3. Except for the rights in the compositions expressly granted to Publisher herein, Owners reserves all rights in the compositions and in and to the copyrights of all of the same, including, without limitation, the following : (a) The exclusive right to dramatize, world-wide, the compositions and to license the use and performance of such dramatic versions throughout the world ; (b) The exclusive right to license world-wide uses of the titles of the compositions ; (c) The exclusive right to make literary versions of the compositions and to print, publish and vend such literary versions thereof throughout the world ; (d) The exclusive right to grant licenses for the entire world for the synchronization of the compositions with sound motion pictures, together with the right publicly to perform for profit the compositions contained in such sound motion pictures, provided that such motion pictures are produced and originated outside the licensed territory, and Publisher shall not be entitled to share in any world-wide fees received by Owner in respect to such world-wide use of any such motion pictures. 4. Publisher shall pay to Owner royalties hereunder as follows : (a) percent of the retail selling price of each copy of the compositions in any form sold, paid for and not returned to Publisher ; (b) percent of any and all gross receipts paid by any licensee of Publisher for each use of the compositions in any album, book, folio or newspaper ; (c) In respect to any of the compositions for which Publisher has not secured an indigenous recording in the licensed territory, then as to each such composition percent of all gross monies collected by Publisher for mechanical reproductions thereof on phonograph records and pre-recorded tapes and for broadcasting and performance fees for the same and for any other uses thereof not expressly provided for herein. The term "indigenous recording" as used herein shall be deemed to mean a phonograph record commercially released to the general public in the licensed territory, the master of which was originally recorded in the licensed territory ; (d) In respect to any of the compositions for which Publisher does secure an indigenous recording in the licensed territory, as such term is hereinabove defined, then as to each such compositions : ( i ) percent of any and all gross receipts paid by any licensee of Publisher for mechanical reproductions therof on phonograph records pre-recorded tapes ; (ii) percent of the publisher s share of all gross broadcasting performing fees in respect to public performance therof ; (iii) percent of all monies paid by licensees of Publisher for any other use whatever thereof. 5. (a) Publisher shall keep and maintain true and correct books and records in respect to the compositions, and within days after of each year Publisher shall render to Owner an accounting statement reflecting the gross amounts from each source for which Publisher is accountable to Owner hereunder as well as the royalty to be paid to Owner in respect thereto as specified herein during the preceding calendar half year, and all monies shown thereon to be due to Owner thereunder shall be paid to Owner in United States currency together with each such statement. (b) The following provisions shall apply with respect to the computation and payment of royalties by Publisher to Owner hereunder : ( i ) No royalty shall be paid by Publisher upon professional copies of the compositions distributed for professional exploitation ; (ii ) The royalties to be paid hereunder shall be based upon all sales and uses of the compositions throughout the entire licensed territory whether by Publisher or by the Publisher s licensees or sub-licensees. The royalties payable hereunder shall not in any way be reduced or diminished by reason of any sub-license granted by Publisher ; (iii) Publisher shall be responsible for and shall pay to all local adaptors, arrangers and lyricists any royalties or fees out of Publisher s royalties without deduction from royalties payable to Owner hereunder ; (iv) Owner shall have the right at any time during the term hereof to receive direct payment of of Publisher s share of all performance royalties and fees, including broadcasting and television, directly through Owner s affiliated performing rights society or societies in the licensed territory upon notice to Publisher to such effect. (c) Owner and its representatives shall have the right to examine and inspect Publisher s books and records in respect to the compositions at Publisher s place of business above indicated at reasonable times and during normal business hours. Upon Owner s request Publisher will submit to Owner in respect to the compositions duplicate statements from the local performing rights societies, duplicate mechanical licenses issued by Publisher, and all other statements received by Publisher in respect to payment and collection of monies throughout the licensed territory. All costs of any audit shall be paid by Owner ;

73 provided, however, that if it shall be determined that a shortage of Dollars ($ ) or more has occurred, all costs of such audit shall be paid by Publisher ; (d) In the event of any breach of this Agreement by Publisher which is not cured by Publisher within days after requested to do so by Owner, Owner shall have the right to terminate this Agreement, and upon such termination all rights hereunder shall revert to Owner ; provided, however, that subsequent to any such termination Publisher shall continue to account to Owner as provided herein in respect to Publisher s activities in respect to the compositions prior to such termination. Upon expiration or termination of this Agreement, Owner shall have the right immediately to constitute and appoint another agent and Publisher in the licensed territory. 6. Owner shall make available to Publisher all of the musical compositions in Owner s catalogue as of the date of this Agreement, and all musical compositions hereafter acquired by Owner in the ordinary course of business (excluding catalogue acquisitions) shall be submitted to Publisher. Publisher shall submit to Owner copies of each edition of the compositions published by Publisher and copies of each recording originated in the licensed territory. Publisher shall copyright the compositions in the licensed territory in the name of Owner or in such other name or names as Owner may designate, and Publisher further agrees to cause the name of Owner to b printed on the title page of each copy of the compositions published in the licensed territory, together with a copyright notice in the name of Owner and in such other name or names as Owner may designate. All copyrights in the compositions and on any adaptations, arrangements and translations therof shall belong solely to Owner. Publisher shall not grant any licenses or authorize any uses of the compositions for less than the prevailing rates therefor in the licensed territory ; and Publisher shall promptly register the compositions with the local performing rights societies in the licensed territory. 7. The term of this Agreement shall be for a period of years, commencing on and terminating on. 8. Concurrently with the execution hereof Publisher shall pay Owner a nonreturnable advance in the sum of Dollars ($ ) against royalties payable to Owner as provided herein. 9. All notices, statements and payments of whatsoever kind or character to be given hereunder shall be delivered by depositing the same, postage prepaid, in any mail box or other receptacle authorized for mail, addressed to the parties at the respective addresses set forth above, or at such other addresses as may be designated by either party giving written notice thereof to the other. 10. This Agreement contains the entire understanding of the parties hereto as to the subject matter hereof. There are no representations, warranties, promises, covenants, or undertaking other than those herein expressly set forth. No waiver of a breach of, or default under, any provision hereof shall be deemed a waiver of such provision or of any subsequent breach or default of the same or similar nature. 11. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their successors and assigns ; provided, however, that Publisher shall not assign this Agreement or any of the rights granted to Publisher herein without Owner s prior written consent and approval. 12. This Agreement shall be construed and interpreted under the laws of. IN WITNESS WHEREOF the parties hereto have hereunto executed this agreement as of the day and year first above written. By Its By Owner Publisher

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