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Subject: Sub-publishing agreement Author: Anonymous [ Next Thread | Previous Thread | Next Message | Previous Message ] Date Posted: 03:56:14 06/03/03 Tue 28 Sub-publishing agreement1 (IMPORTANT NOTE: Particular consideration should be given to the matters referred to in Paragraphs 10 [15] et seq ante, and the provisions of this Form should be adjusted carefully in the light of those matters and relevant commercial factors.) THIS AGREEMENT is made the [………] day of […………] BETWEEN (1) (name of company) whose registered office is at (address) (registered in England no [………]) (the ‘Publisher’) and (2) (name of company) whose registered office is at (address) (registered in England no [………]) (the ‘Sub-Publisher’ which expression shall be deemed to include any Associate of the Sub-Publisher) [953] IT IS AGREED as follows: 1 Engagement 1.1 The Publisher engages the Sub-Publisher to render to the Publisher the Services throughout the Term which the Sub-Publisher in consideration of the undertakings of the Publisher contained in this Agreement agrees to render to the Publisher throughout the Term. 1.2 As a material obligation under this Agreement the Sub-Publisher shall at all times throughout the Term remain entitled to the services of the Key Personnel and the Key Personnel shall at all times be responsible for management and control of the Sub-Publisher and the performance of the obligations on the part of the Sub-Publisher contained in this Agreement. 1.3 The Sub-Publisher and the Key Personnel shall consult with and give general advice to the Publisher and attend such meetings conferences and other similar events in collaboration with the Publisher and as part of the Services under this Agreement perform any other such reasonable acts in connection with the exploitation of the Compositions at such locations as the Publisher may from time to time reasonably require and execute all documentation in connection with this Agreement and at such locations as the Publisher may require. [954] 2 Grant of rights2 Subject to and conditional upon the full and timely performance by the Sub-Publisher of its obligations under this Agreement the Publisher licenses to the Sub-Publisher the following rights in the Compositions throughout the Territory during the Term: 2.1 the exclusive right to grant exclusive licences to print publish sell and license the sale of printed copies of the Compositions in the Territory; 2.2 the exclusive right subject to the provisions of Clause 2.7 to grant non-exclusive licences in respect of the mechanical or electrical reproduction of the Compositions in the Territory on phonograph records pre-recorded tapes variable rpm digital compact discs (in audio or audio-visual format) video cassettes videodiscs and transcriptions and by any other method or means whether now or in the future known or devised; 2.3 the exclusive right subject to the rights of the PRS and any other similar society or affiliated society to grant non-exclusive licences for public performance including broadcasting and diffusion of the Compositions (otherwise than by means of satellite broadcasting) in and for the Territory3; 2.4 the non-exclusive right subject to the prior written consent of the Publisher to grant non-exclusive licences for the use of the Compositions in synchronisation with and in timed relation to motion pictures and television productions produced in the Territory4; 2.5 subject to the provisions of Clause 3 the non-exclusive right to make and publish Cover Versions at the sole cost and expense of the Sub-Publisher and the right in respect of all Revised Material contained in the Cover Versions to exercise the rights licensed in Clauses 2.1 to 2.4; 2.6 subject to the prior written consent of the Publisher the right to negotiate with third parties in respect of the sub-publication of the Compositions in the Territory5; 2.7 the right on behalf of the Sub-Publisher to grant any mechanical licence in respect of the so-called ‘first use’ of any Composition in the Territory during the Term shall be exercisable only with the prior written consent of the Publisher in each case. All licences other than the first use licence for any Composition shall be granted only at the full statutory or other equivalent rate from time to time applicable in the Territory or if none then the maximum fee commercially obtainable unless the Sub-Publisher shall have obtained the prior written consent from the Publisher to grant a licence at a reduced rate6; [955] 3 Cover Versions 3.1 All Revised Material in any Cover Version shall be created at the sole cost and expense of the Sub-Publisher who shall pay for all fees and royalties in respect of such Revised Material and the Sub-Publisher undertakes to indemnify the Publisher fully in respect of the creation or exploitation of any such Revised Material throughout the world by the Publisher its licensees and assignees. 3.2 In the event that any Composer of Revised Material in any of the Compositions shall receive more than two-twelfths of the total fees payable by the PRS or any other affiliated society the Sub-Publisher shall forthwith pay to the Publisher the excess over two-twelfths of such fees7. 3.3 The Sub-Publisher warrants and undertakes that all rights of copyright and similar or other rights in any Revised Material shall be vested in the Publisher absolutely free from all incumbrances and the Sub-Publisher shall complete and procure the completion by all Composers and other persons of all necessary documentation to give effect to this provision to the satisfaction of the Publisher and shall carry out any and all acts and execute any and all documents at any location required by the Publisher to give effect to this provision8. 3.4 The Revised Material shall be original to its Composers and shall not be obscene or defamatory or infringe any right of copyright right of publicity right of privacy moral right or other right whatever of any person. [956] 4 Reserved rights The Sub-Publisher shall not be entitled to share in any fees or royalty payments received by the Publisher from the exploitation of any of the rights reserved by the Publisher pursuant to this Agreement and the Sub-Publisher acknowledges and agrees that the following rights are expressly reserved to the Publisher and that the Sub-Publisher has not acquired any interest in them: 4.1 the sole and exclusive right to make literary dramatic or musical versions of the Compositions and the Revised Material and to license the right to use perform print publish and vend literary and dramatic and musical versions of the Compositions and the Revised Material throughout the Territory; 4.2 the sole and exclusive right to license the use of any or all of the titles of the Compositions and the Revised Material throughout the Territory; 4.3 the sole and exclusive right to grant licences for the Territory in respect of the use of the Compositions and the Revised Material in synchronisation with or timed relation to motion pictures television films and all sight and sound devices such as but not limited to commercial videograms for sale to the public and all television and film advertising music and jingles and the right publicly to perform for profit Compositions and the Revised Material contained in any or all of the foregoing [subject to the rights granted to the Sub-Publisher in Clause 2.4]; 4.4 all other rights subject to the licence granted to the Sub-Publisher in Clauses [2.1 to 2.5] including but not limited to the worldwide copyright in and to the Compositions and any Revised Material. [957] 5 Warranties The Sub-Publisher warrants undertakes and agrees with the Publisher that: 5.1 the Sub-Publisher is free to enter into this Agreement; 5.2 the Sub-Publisher is not under any disability restriction or prohibition which might prevent the Sub-Publisher from performing or observing any of the Sub-Publisher’s obligations under this Agreement; 5.3 the Sub-Publisher has not entered into and shall not enter into any arrangement which may conflict with this Agreement; 5.4 the Sub-Publisher shall not disclose reveal or make public any financial or other confidential information in connection with this Agreement or the business of the Publisher all of which shall be treated by the Sub-Publisher on a strictly confidential basis; 5.5 the Sub-Publisher shall not on behalf of the Publisher enter into any commitment contract or arrangement with any person or assign charge license sub-license or otherwise part with possession of the benefit or burden of this Agreement without the prior written consent of the Publisher; 5.6 the Sub-Publisher was and is and shall at all times during the Term remain a publisher member in good standing of the PRS [or local affiliate]; 5.7 the Sub-Publisher shall at all times during the Term remain entitled to the Services of the Key Personnel and shall procure that the Key Personnel are directly concerned at all material times throughout the Term in the exploitation of the Compositions; 5.8 the Sub-Publisher shall not at any time within the period of 3 full calendar years following the expiry of the Term enter into any arrangement whatever with any of the Composers of the Compositions9; 5.9 the Sub-Publisher shall submit to the Publisher duplicate statements relating to the exploitation of the Compositions received by the Sub-Publisher from all local performing right societies mechanical collection societies and other persons10; [958] 5.10 the Sub-Publisher shall protect and enforce the copyrights in the Compositions throughout the Territory and shall take all necessary actions and institute all necessary proceedings to prevent and restrain the infringement of any or all rights of copyright or other rights in the Compositions in the Territory that shall be necessary to protect the rights granted to the Sub-Publisher or otherwise at the request of the Publisher11; 5.11 the Sub-Publisher shall not without the prior written consent of the Publisher authorise any use of the Compositions for less than the prevailing rates in any country in the Territory12; 5.12 the Sub-Publisher shall use its best endeavours to maximise the commercial exploitation of the Compositions in the Territory during the Term and shall use its best endeavours to recover all Receipts payable13; 5.13 the Sub-Publisher undertakes to indemnify the Publisher and keep the Publisher at all times fully indemnified from and against all actions proceedings claims demands costs (including without prejudice to the generality of this provision legal costs of the Publisher on a solicitor and own client basis) expenses awards and damages however arising directly or indirectly as a result of any breach or non-performance by the Sub-Publisher of any of the Sub-Publisher’s undertakings warranties or obligations in this Agreement. [959] 6 Copyright 6.1 The Publisher shall advise the Sub-Publisher of each Composition available to the Sub-Publisher under this Agreement and the Publisher shall send to the Sub-Publisher at the Publisher’s expense 3 lead sheets where these are available for every Composition together with 2 demo recordings if available. 6.2 The Sub-Publisher shall submit to the Publisher 2 copies of every edition of the Compositions the publication of which is procured by the Sub-Publisher or takes place during the Term indicating the names of the composers and lyricists together with 2 copies of every recording of any Compositions and any Revised Material originating from the Territory during the Term14. 6.3 The Sub-Publisher shall register the copyright in the Compositions and any Revised Material in the Territory in the name of the Publisher or in such other name or names as the Publisher may designate and shall procure that all printed matter and audio and audio-visual discs tapes records and other contrivances embodying the whole or part of any of the Compositions shall contain the Universal Copyright Convention and Rome Convention for the Protection of Phonograms symbols © P together with the name of the Publisher and the year of first publication and such other information including without limitation trade marks labels and logos required by the Publisher and/or required to ensure protection pursuant to the Universal Copyright Convention and the Berne Convention or the Rome Convention and any other relevant convention15. 6.4 The Sub-Publisher further agrees to cause the name of the Publisher to be printed on the title page of each copy of the Compositions published in the Territory together with a copyright notice in the name of the Publisher or such other names as the Publisher may designate in accordance with all local domestic laws in the Territory and with the Universal Copyright Convention the Berne Convention the Rome Convention and any other relevant convention and the Sub-Publisher further undertakes to accord any credit contractually owed to every composer arranger lyricist or other contributor to any Composition provided that in the case of any Revised Material such credit shall be subject to the prior written approval of the Publisher. 6.5 The Sub-Publisher shall promptly register the Compositions and any Revised Material with the local performing right society and mechanical collection society in each country in the Territory and any body or organisation with whom registration may at any time be required to protect or extend the term of copyright in the Territory in any Composition. [960] 7 Other composers16 7.1 If at any time during the Term the Publisher wishes to enter into a publishing agreement with any composer or lyricist and such composer or lyricist does not accept any of the terms and conditions of this Agreement then the Publisher shall give notice to the Sub-Publisher of this fact. 7.2 On receipt of any notice given pursuant to the provisions of Clause 7.1 the Sub-Publisher shall within [30] days notify the Publisher in writing whether or not the Sub-Publisher is prepared to vary the terms of this Agreement so far only as they relate to Compositions written by such composer or lyricist referred to in Clause 7.1 to enable the Publisher to enter into an Agreement with that composer or lyricist. 7.3 If the Sub-Publisher fails to give notice to the Publisher that the Sub-Publisher is prepared to vary the terms of this Agreement within the time stated in Clause 7.2 the Publisher shall be free to seek another administrator or Sub-Publisher of Compositions written by such composer or lyricist in the Territory. 8 Advance The Sub-Publisher undertakes to pay to the Publisher by way of a non-returnable advance recoupable from the sums payable to the Publisher under this Agreement the sum of £[……] payable as to [……]% on signature of this Agreement (the receipt of which the Publisher acknowledges) and as to [……]% on (date). [961] 9 Royalties 9.1 In consideration of the undertakings of the Publisher in this Agreement and the licence to the Sub-Publisher of the rights in respect of the Compositions the Sub-Publisher undertakes and agrees to pay or procure the payment to the Publisher on the Accounting Dates the following sums in respect of the exploitation of the rights of the Compositions during the preceding Accounting Period: (a) [10]% of the marked retail selling price of all printed editions of the Compositions sold in the Territory and not returned provided that if any printed edition contains the Compositions such percentage shall be reduced pro rata in the proportion the number of Compositions bears to the total number of Compositions and other compositions; (b) [80]% of Receipts derived from the exercise of the mechanical and other rights licensed to the Sub-Publisher pursuant to Clause 2.217; (c) [100]% of Receipts payable by the PRS or any local affiliated performing right society which shall be paid to the Publisher direct by such performing right society provided that the Sub-Publisher shall be entitled to receive a commission of [……]% of all sums remitted pursuant to this Clause which commission shall if such local performing right society is unable or unwilling to account direct to the Publisher and the Sub-Publisher simultaneously be paid by the Publisher on the Accounting Date following receipt by the Publisher of all such Receipts payable by such performing right society18; (d) [80]% of all Receipts derived from the exercise of the synchronisation rights referred to in Clause 2.419; (e) [50]% of all Receipts derived from the exercise of the rights relating to Cover Versions referred to in Clause 2.520; (f) [80]% of all Receipts arising from any source whatever in connection with the Compositions other than those indicated in Clauses 9.1(a) to 9.1(e) inclusive21. [962] 9.2 The Sub-Publisher acknowledges and agrees with the Publisher that 100% of the Receipts shall be received and at all times held by the Sub-Publisher as trustee for the Publisher and subject to and in consideration of the full and timely performance by the Sub-Publisher of all of its obligations warranties and undertakings under this Agreement the Sub-Publisher shall be entitled to deduct and retain the balance of receipts remaining after remittance to the Publisher of the sums specified in Clauses 9.1(a) to 9.1(e) of this Agreement for the sole use and benefit of the Sub-Publisher22. 9.3 The Sub-Publisher undertakes to make all payments required under this Agreement by banker’s draft in pounds sterling drawn on an English bank or by telegraphic transfer to the account of the Publisher as follows: Bank: (name) Branch: (name) Address: (address) Account Number: [……] Sort Code: (specify) Attention: (specify) 9.4 The Sub-Publisher undertakes that all Receipts payable to the Publisher shall be converted into sterling at the best obtainable rate of exchange on each Accounting Date provided that in the event of any continuous materially adverse currency movement of longer than 7 days’ duration during any Accounting Period it shall be the responsibility of the Sub-Publisher to ensure that all Receipts are converted into sterling as soon as practicable following receipt and the Sub-Publisher shall follow all directions of the Publisher from time to time relating to currency conversion. 9.5 If exchange control or other restrictions prevent or threaten to prevent the remittance to the Publisher of any money payable under this Agreement the Sub-Publisher shall immediately advise the Publisher in writing and follow the Publisher’s instructions in respect of the money to be remitted including if required depositing the same with any bank or other person designated by the Publisher at such location as may be designated by the Publisher. 9.6 If any withholding or other taxes are required to be deducted from any money provided to be remitted to the Publisher pursuant to this Agreement it shall be the responsibility of the Sub-Publisher to ensure that no improper deductions are made and that the Publisher is provided with all necessary receipts certificates and other documents and all information required in order to avail the Publisher of any tax credit or other fiscal advantage. 9.7 All sums payable under this Agreement shall be exclusive of Value Added Tax which shall be payable by the Sub-Publisher subject to the Publisher rendering to the Sub-Publisher full and correct Value Added Tax invoices. [963] 10 Accounting 10.1 The Sub-Publisher undertakes and agrees to maintain at the address specified at the head of this Agreement full accurate and proper records and books of account relating to the exploitation of the Compositions and undertakes to render to the Publisher a statement of account relating to the preceding Accounting Period on each Accounting Date such statement to be accompanied by the payment in full free from any deduction of the amount indicated by such statement to be owing. 10.2 The Sub-Publisher undertakes and agrees to provide the Publisher with such information in connection with the exploitation of the Compositions as the Publisher may in writing from time to time require including expressly and without limitation the nature and source of all receipts and any computation of all payments made. 10.3 The Publisher shall have the right at any time on reasonable prior notice to inspect audit and take copies of all books and records and agreements of the Sub-Publisher and its Associates relating to this Agreement and the Compositions. In the event that the Publisher undertakes an inspection or audit of any of the books records or accounts of the Sub-Publisher or any of its Associates and such inspection or audit reveals an underpayment to the Publisher of sums equal to or exceeding 5% of the amounts actually paid to the Publisher in any Accounting Period then the costs of such inspection or audit shall be paid by the Sub-Publisher within [14] days from receipt of written notice from the Publisher together with any amounts owing. 10.4 Where the Sub-Publisher is in receipt of unallocatable income (sometimes referred to as ‘black box’ income) the Sub-Publisher shall pay to the Publisher the proportion of such black box income as represented by a fraction the numerator of which is the total income in the Territory of all Compositions and the denominator of which is the total income in the Territory of all other compositions controlled by the Sub-Publisher in the Territory according to the audited accounts of the Sub-Publisher for the relevant Accounting Period23. 10.5 All sums payable in this Agreement are exclusive of Value Added Tax which shall be payable by the Publisher on receipt of the Sub-Publisher’s Value Added Tax invoice. [964] 11 Determination It shall constitute a repudiation by the Sub-Publisher of its obligations under this Agreement and at any time thereafter the Publisher may serve a written notice on the Sub-Publisher accepting such repudiation and determining the Sub-Publisher’s rights under this Agreement if: 11.1 the Sub-Publisher fails to pay any amount due under this Agreement in full within 5 business days of its due date and such failure is not remedied within [3] business days of receipt of written notice; 11.2 the Sub-Publisher is in breach of any other material term of this Agreement which is incapable of remedy or if capable of remedy is not remedied within 7 days of the Publisher becoming aware of it; 11.3 any of the Sub-Publisher’s representations shall prove to have been incorrect when made or at any time become materially incorrect and the Publisher’s rights and entitlements under this Agreement are materially and adversely affected; 11.4 the Sub-Publisher transfers disposes of or threatens to transfer or dispose of part of its assets which is likely in the reasonable opinion of the Publisher to prevent or materially to inhibit the performance by the the Sub-Publisher of its obligations under this Agreement; 11.5 the Sub-Publisher shall abandon the business of exploiting the Compositions; 11.6 any indebtedness guarantee or similar obligation of the Sub-Publisher or of any guarantor of the Sub-Publisher becomes due or capable of being declared due before its stated maturity or is not discharged at maturity or the Sub-Publisher or any guarantor of the Sub-Publisher defaults under or commits a breach of the provisions of any guarantee or other obligation (whether actual or contingent) or any Agreement pursuant to which any such indebtedness guarantee or other obligation was incurred all or any of which shall in the reasonable opinion of the Publisher’s materially affect its rights and entitlements under this Agreement; 11.7 the Sub-Publisher is declared or becomes insolvent; 11.8 the Sub-Publisher convenes a meeting of its creditors or proposes or makes any arrangement or composition with or any assignment for the benefit of its creditors or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Sub-Publisher (save for the purpose of and followed by a voluntary reconstruction or amalgamation previously approved in writing by the Publisher) or if an incumbrancer takes possession of or a trustee receiver liquidator or similar officer is appointed in respect of all or any part of its business or assets or any distress execution or other legal process is levied threatened enforced upon or sued out against any of such assets. [965] 12 Effect of determination On determination under Clause 11 of the Sub-Publisher’s rights under this Agreement: 12.1 all rights of the Sub-Publisher shall automatically revert to the Publisher without further formality; 12.2 notwithstanding the termination of the rights granted by this Agreement the Sub-Publisher shall continue to account to the Publisher in respect of 100% of all money received by the Sub-Publisher in respect of the Compositions; 12.3 on the expiration or determination of this Agreement the Publisher shall have the right immediately to appoint another company as its agent or Sub-Publisher in the Territory; 12.4 in the event of termination of this Agreement by effluxion of time only the Sub-Publisher shall have the right to continue for a period of 12 calendar months after the expiry of the Term to collect sums arising as a result of the exploitation of the Compositions by the Sub-Publisher in the Territory during the Term and the Sub-Publisher shall continue to account to the Publisher in respect of such sums in the manner provided in this Agreement. [966] 13 Previous publisher24 The Sub-Publisher expressly confirms that (name) of (address) was the previous sub-publisher of the Publisher in the Territory until (date) and agrees that such company shall in accordance with the provisions of the Agreement dated (date) between it and the Publisher continue to collect and retain income arising from the exploitation by such company of the Compositions up to and including (date). 14 Definitions and interpretation 14.1 The following definitions apply in this Agreement: ‘Accounting Dates’25 [30] days from the end of each Accounting Period ‘Accounting Period’ successive quarterly periods ending on 31 March 30 June 30 September and 31 December in each year ‘Agreement’ this agreement and any and all schedules annexures and exhibits attached to it or incorporated in it by reference ‘Associate’ any person firm or company which is a connected person (as defined in the Income and Corporation Taxes Act 1988 Section 839) of the Sub-Publisher or which is an associated company of the Sub-Publisher within the meaning of Section 416 of that Act26 ‘Composer’ any composer writer lyricist adapter arranger or orchestrator ‘Composition’27 any literary dramatic or musical works details of which are contained in the Schedule or which are at any time during the Term notified to the Sub-Publisher in writing by the Publisher and which are now or may from time to time during the Term be controlled directly as to 100% by the Publisher for the Territory ‘Cover Version’ any version of a Composition including without limitation rearrangements orchestrations translations and adaptations of lyrics incorporating Revised Material which is directly and identifiably procured by the Sub-Publisher and which is commercially exploited in the Territory during the Term ‘Key Personnel’28 (name) and (name) ‘PRS’ the Performing Right Society Limited29 ‘Receipts’30 100% of all gross sums arising directly or indirectly at source from the exploitation of the Compositions in the Territory during the Term excluding Value Added Tax sales taxes or other similar taxes standard commissions deducted by the PRS and other performing or mechanical collection societies or agencies but including all advances guarantees and security deposits whether or not earned black box income and unrelated credits and all costs fees expenses and damages paid or awarded in settlement of any legal proceedings in connection with the Compositions ‘Revised Material’ any adaptation arrangement or orchestration of any Composition and any translation or arrangement of any lyrics or any literary dramatic or musical material not included in the original version of any Composition or not written by the original Composer of such Composition ‘Services’31 the services of the Sub-Publisher and the Key Personnel in connection with the exploitation of the Compositions to the maximum extent throughout the Territory during the Term ‘Term’32 the period of [3] full calendar years from [the date of this Agreement or (date)] ‘Territory’ (specify) [967] 14.2 Any reference in this Agreement to any statute or statutory provision order or regulation shall be construed as including a reference to that statute or statutory provision order or regulation as from time to time amended modified extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments orders regulations and directives modifying or extending the same33. 14.3 Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate unincorporated associations and partnerships. 14.4 The word ‘copyright’ means the entire copyright including rental and lending right database right and design right subsisting under the laws of the United Kingdom34 and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world35. 14.5 Unless otherwise stated time shall be of the essence for the purpose of the performance of the Sub-Publisher’s obligations under this Agreement. 14.6 Unless otherwise stated references to clauses sub-clauses sub-paragraphs schedules annexures and exhibits relate to this Agreement. [968] 15 Notices (continue as in Form 27 Clause 10 [950] ante, renumbering accordingly) 16 Miscellaneous 16.1 (severability: continue as in Form 27 Clause 11.1 [951] ante) 16.2 This Agreement contains the full and complete understanding between the parties and supersedes all prior arrangements and understandings whether written or oral appertaining to the subject matter of this Agreement and may not be varied except by an instrument in writing signed by all of the parties to this Agreement. The Sub-Publisher acknowledges that no representations or promises not expressly contained in this Agreement have been made by the Publisher or any of its servants agents employees members or representatives. 16.3 (waiver: continue as in Form 27 Clause 11.4 [951] ante) 16.4 (no partnership: continue as in Form 27 Clause 11.5 [951] ante) 16.5 (governing law: continue as in Form 27 Clause 11.6 [951] ante) [969] AS WITNESS the hands of the authorised representatives of the parties the day month and year first above written: SCHEDULE Compositions (insert details) SIGNED by (name) ) for and on behalf of ) (Publisher) ) (signature) SIGNED by (name) ) for and on behalf of ) (Sub-Publisher) ) (signature) 1 This Form is intended for use in circumstances where the Publisher intends to appoint a Sub-Publisher to exploit the Publisher’s catalogue of certain compositions from it in a designated territory for a specified term of years. The agreement is drafted from the point of view of the Publisher. 2 The grant of rights to the sub-Publisher is conditional upon its full and timely performance of its obligations. 3 Because of the so-called ‘cross border’ aspects of satellite broadcasting, the Publisher may wish to reserve these rights. 4 The Publisher will generally wish to reserve the right to grant synchronisation licences on a worldwide basis. 5 The Publisher will require approval of sub-publication arrangements. 6 The Publisher may wish to control the terms upon which the first licences are granted in any territory and will wish all subsequent exploitation to be on statutory or standard maximum obtainable rates. 7 The sub-Publisher will wish to limit its obligation to remunerate the writers of revised material to revised material which has been commissioned by the Sub-Publisher. 8 The Publisher needs to obtain publishing rights of any revised material commissioned by the Sub-Publisher in order to exploit such material throughout the other territories in which the Publisher controls the works. 9 The Publisher will wish to exclude the possibility of any unfair competition by the Sub-Publisher. 10 This requirement is in order to verify the reporting statements of the Sub-Publisher. 11 It is crucial that the Sub-Publisher should prevent any infringements. 12 The Publisher will wish to obtain prevailing rates and best obtainable commercial terms. 13 See note 12 above. 14 This provision is intended to enable the Publisher to monitor the activities of a Sub-Publisher. 15 Registration in some countries may be a condition upon which copyright protection depends during a second period of copyright. 16 The provisions of this Clause are intended to protect the Publisher in the event that it is unable to negotiate terms with any composer such as would permit it to enter into the agreement with the Sub-Publisher. 17 The commission of the Sub-Publisher comprises the balance of receipts in each medium up to 100%. Such figure will, however, be inclusive of the Sub-Publisher’s fees and expenses. 18 In the case of performing income, the Publisher is able to accelerate the date of receipt by requiring direct accounting from the PRS or its affiliate. If such affiliate is not prepared to make two separate payments in the appropriate proportions, the Publisher will accept payment of 100% and make payment to the Sub-Publisher’s share. As to the Performing Right Society see generally Paragraphs 129 [211] et seq ante. 19 See note 18 above. 20 See note 18 above. 21 See note 18 above. 22 The acknowledgment of trust relating to receipts is important. The Publisher may also require certain banking arrangements and charges or assignments to be executed by the Sub-Publisher. 23 This provision entitles the Publisher to participate in any unallocated income of the sub-Publisher. 24 It is prudent to recite the arrangements relating to Sub-Publishers and their territory to avoid any hostilities between Sub-Publishers as a result of any overlap between dates or accounting periods. 25 As the Sub-Publisher is generating and remitting income to the Publisher, the Publisher will require accelerated accounting provisions where possible. 26 44 Halsbury’s Statutes (4th Edn) TAXATION. 27 In order for the Sub-Publisher to acquire the sub-publication rights, the Publisher must notify to the Sub-Publisher details of the relevant composition. There is no obligation on the composer to notify to the Sub-Publisher all compositions wholly or partially controlled by the Publisher. 28 The intended function of the definition of ‘key personnel’ is to ensure the continued availability to the Publisher of any key individual officer of the Sub-Publisher and to make the grant of rights dependent upon such key person’s involvement with the Sub-Publisher. 29 As to the PRS see Paragraphs 129 [211] et seq ante. 30 The definition of ‘receipts’ is calculated on a source basis. 31 The services require the efforts of the Sub-Publisher and the key personnel to the maximum extent. 32 The precise length of the term is a matter of commercial negotiation. 33 This provision is inserted to avoid the operation of the Interpretation Act 1978 s 23 (41 Halsbury’s Statutes (4th Edn) STATUTES). 34 As to copyright in the UK see generally Paragraphs 36 [48] et seq ante. 35 See Form 1 note 107 [632] ante. 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