Create a New Forum Admin Login Member Login Contribute to Voyager Search VoyForums Help Desk VoyForums Exchange VoyForums Directory/Categories VoyForums Homepage VoyForums News FAQ - Frequently Asked Questions

[ Show ]

Support VoyForums

[ Shrink ]

VoyForums Announcement: Programming and providing support for this service has been a labor of love since 1997. We are one of the few services online who values our users' privacy, and have never sold your information. We have even fought hard to defend your privacy in legal cases; however, we've done it with almost no financial support -- paying out of pocket to continue providing the service. Due to the issues imposed on us by advertisers, we also stopped hosting most ads on the forums many years ago. We hope you appreciate our efforts.

Show your support by donating any amount. (Note: We are still technically a for-profit company, so your contribution is not tax-deductible.) PayPal Acct: Feedback:

Donate to VoyForums (PayPal):

[ Login ] [ Contact Forum Admin ] [ Main index ] [ Post a new message ] [ Search | Check update time | Archives: 1, [2], 3 ]

Subject: Composer’s single work publishing agreement Author: Anonymous [ Next Thread | Previous Thread | Next Message | Previous Message ] Date Posted: 03:54:06 06/03/03 Tue 27 Composer’s single work publishing agreement1 (IMPORTANT NOTE: Agreements with individual artists have in recent years come under close scrutiny by the courts. In order to determine whether the particular combination of contractual provisions selected from the range of provisions contained in this Form will be enforceable, particular consideration should be given to the matters referred to in Paragraphs 133 [215] et seq ante, and the Form should be adjusted in the light of those matters and whatever commercial considerations are relevant to the proposed arrangements.) 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 (address) (the ‘Composer’ which expression shall be deemed to include the personal representatives executors successors and assignees of the Composer where the context so admits) [939] IT IS AGREED as follows: 1 Grant of rights 1.1 The Composer assigns2 to the Publisher the entire copyright whether vested contingent or future and all rights of action and all other rights of whatever nature in and to the Compositions to which the Composer is now or may in the future be entitled under the laws in force in any part of the world TO HOLD to the Publisher its successors assignees and licensees absolutely for the full period of copyright throughout the world including all reversions revivals renewals and extensions. 1.2 The Composer irrevocably and unconditionally waives all rights relating to the Services and the Compositions to which the Composer is now or may in the future be entitled pursuant to the provisions of the Copyright, Designs and Patents Act 1988 Sections 77 80 84 and 853 and any other moral rights to which the Composer may be entitled under any legislation now existing or in future enacted in any part of the world. 1.3 The Composer undertakes to deliver to the Publisher copies of all scores lyrics vocal instrumental and orchestral parts demo tapes floppy discs magnetic tapes and other means of digitally or electronically or otherwise recording or storing information relating to the Compositions together with equipment specifications access codings and any other necessary or pertinent information within 7 days from the date of this Agreement. 1.4 If the Composer is a member of the PRS the rights assigned pursuant to this Agreement are assigned subject to the rights of the PRS arising by virtue of the Composer’s membership of the PRS but include any reversionary interest of the Composer in those rights. 1.5 The Publisher its successors assignees and licensees shall have the right to use the name Professional Name likeness and biography of the Composer throughout the Territory for the full period of copyright in the Compositions for the purpose of exploiting the Publisher’s rights under this Agreement. 1.6 The Composer undertakes to do any and all acts and execute any and all documents in such manner and at such location as may be required by the Publisher in its sole discretion to protect perfect or enforce any of the rights granted or confirmed to the Publisher pursuant to this Agreement. As security for the performance by the Composer of the Composer’s obligations under this Agreement if the Composer shall have failed following [14] days’ notice from the Publisher to execute any document or perform any act required pursuant to this Agreement the Publisher shall have the right to do so in the place and stead of the Composer as the lawfully appointed attorney of the Composer and the Composer undertakes and warrants to confirm and ratify and be bound by any and all of the actions of the Publisher pursuant to this Clause and such authority and appointment shall take effect as an irrevocable appointment pursuant to the Powers of Attorney Act 1971 Section 4. [940] 2 Advance4 2.1 Subject to and conditional upon the full and timely performance and observance by the Composer of the undertakings obligations and warranties on the part of the Composer contained in this Agreement the Publisher undertakes to pay to the Composer the following non-returnable Advance which shall be recoupable from the Royalties namely the sum of £[……] payable as to [……]% on signature of this Agreement (receipt of which the Composer acknowledges) and as to [……]% on the delivery to the Publisher of the Delivery Material. 2.2 The Composer acknowledges that [……]% of the Advance shall constitute equitable remuneration for the exploitation of the Rental Right in relation to the Compositions. [941] 3 Composer’s warranties and obligations As a material inducement towards the Publisher to enter into this Agreement the Composer warrants undertakes and agrees with the Publisher that: 3.1 the Composer is not a minor; 3.2 the Composer is free to enter into this Agreement and grant to the Publisher the rights granted in it and the Composer is not under any disability restriction or prohibition which might prevent the Composer from performing or observing any of the Composer’s obligations under this Agreement; 3.3 the Composer is the sole composer and writer of the Compositions and has not entered into and shall not enter into any arrangement which may conflict with this Agreement and is the sole absolute unincumbered and beneficial owner of all rights granted to the Publisher and is the sole ‘author’ of the Compositions as defined by the Copyright, Designs and Patents Act 1988 Section 9; 3.4 there are no restrictions relating to the Compositions which the Composer is legally able to write for the Publisher under this Agreement and the Compositions are not the subject of any prior licence grant or incumbrance other than to the PRS and the rights in the Compositions have not at any time been exploited by any person prior to the date of this Agreement; 3.5 the Compositions are and shall be original to the Composer and are not and shall not be obscene blasphemous or defamatory of any person; 3.6 the Compositions do not and shall not infringe any rights of copyright moral rights rights of privacy rights of publicity or any other right of any other nature of any person; 3.7 the Composer shall sign at the request of the Publisher any separate agreement in respect of the Compositions including but not limited to any collection agreement and shall sign at the request of the Publisher the division of fees form of the PRS; [942] 3.8 the Composer shall allow the Publisher to have full and complete control over the manner and extent of the exploitation and advertisement of the Compositions throughout the Territory and the Publisher shall have the right without the Composer’s consent to transfer assign or grant licences in and to any of the Compositions; 3.9 the Composer irrevocably authorises the Publisher to make alterations in adaptations of and additions to the Compositions at the Publisher’s discretion and to provide translations of new words or lyrics in other languages; 3.10 the Composer is or shall become and remain a member of the PRS and agrees that this Agreement shall be regarded as a certificate for the purpose of Rule 1(o)(ii) of the PRS or any rule replacing it authorising the PRS to treat the Publisher as exploiting the Compositions otherwise than by publishing for the benefit of the persons interested in them; 3.11 the Composer was at the time the Compositions were written a ‘qualifying person’ within the meaning of the Copyright, Designs and Patents Act 1988 Section 154; 3.12 the Composer shall not without the consent in writing of the Publisher disclose reveal or make public any information of whatever nature in connection with the business of the Publisher or the terms of this Agreement all of which shall be treated by the Composer on a strictly confidential basis; 3.13 the Publisher has advised the Composer of the Composer’s rights to seek legal advice on the contents of this Agreement and has given the Composer every opportunity to take such advice and the Composer acknowledges that the Composer has taken such advice from a solicitor experienced in agreements of this nature and that the Composer has read and fully understood all of the provisions of this Agreement; 3.14 the Composer 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 Composer of any of the Composer’s undertakings warranties or obligations under this Agreement. [943] 4 Publisher’s obligations5 The Publisher undertakes with the Composer that subject to and conditional upon the full and timely performance and observance by the Composer of all of the Composer’s warranties undertakings and obligations in this Agreement the Publisher shall use all reasonable endeavours to procure the exploitation of the Compositions whether the exploitation shall be by the Publisher or any sub-publisher licensee or assignee and at the sole discretion of the Publisher. [944] 5 Royalties 5.1 Subject to the full and timely performance by the Composer of all of the Composer’s obligations warranties and undertakings in this Agreement the Publisher undertakes to pay or procure the payment of to the Composer by way of Royalties: (a) [……]% of all net sums received and available for distribution by the PRS from the exploitation of the rights administered by the PRS in the Compositions by virtue of the Composer’s and/or Publisher’s membership; (b) [……]% of all Gross Receipts derived from mechanical reproduction fees and royalties from the sale of Original Records; (c) [……]% of all Gross Receipts derived from mechanical reproduction fees and royalties from the sale of Cover Records; (d) [……]% of all Gross Receipts derived from the licensing of Compositions for use in synchronisation with or in timed relation to films tapes or other audio-visual images; (e) [……]% of the retail selling price (exclusive of Value Added Tax) of each complete copy of any Composition and of every orchestration and arrangement of any Composition (after the first 350 copies in each edition) which have been sold in the Territory and for which the Publisher has been paid; (f) a pro rata proportion of the percentage otherwise payable pursuant to Clause 5.1(e) in respect of each copy of any publication (after the first 350 copies in each edition) containing Compositions together with other musical works published and sold in the Territory and for which the Publisher has been paid. 5.2 No fees or royalties shall be payable to the Composer in respect of any professional or complimentary copies of any Composition whether printed music editions mechanical reproductions or otherwise or in respect of orchestral or band parts or copies sold at or below cost to third parties. 5.3 The Composer shall not be entitled to share in any money distributed as the Publisher’s share by the PRS except in accordance with Clause 5.1(a). 5.4 The Composer and the Publisher acknowledge that the PRS has the right to issue licences for the performance and recording of any Composition before it is published where such performance and recording is for the purpose of use in timed relation to or synchronisation with any cinema or television film intended for theatrical exhibition in the United States of America. [945] 6 Royalty accounting 6.1 The Publisher shall render to the Composer within [90] days after 30 June and 31 December in each year any positive statement of account relating to the preceding 6 month period indicating all Royalties due to the Composer in accordance with the provisions of this Agreement and accompanied by the payment of the amount indicated by such statements to be owing. 6.2 The accounting statements shall be deemed to be binding on the parties hereto unless the Composer shall within [90] days from receipt of any statement request that it be certified by the auditors of the Publisher. Certification shall be at the cost and expense of the Composer and shall be final and binding on the parties to this Agreement. 6.3 If the Publisher shall not have paid any Royalties to the Composer or shall have incorrectly calculated the amount due the Composer shall give notice in writing to the Publisher of this omission or error and the Publisher shall have a further 30 days following the receipt of such notice during which period the Publisher shall not be deemed to be in default of its obligations under this Agreement if the Publisher shall make payment of the Royalties due or make good any incorrect payment without interest. 6.4 The Composer expressly authorises the Publisher to deduct and withhold from all sums due to the Composer under this Agreement any sums which may be deductible in accordance with local laws or regulations from time to time. 6.5 All sums payable by the Publisher to the Composer under this Agreement shall as the Composer irrevocably directs be payable to (name) of (address) whose receipt for such sums shall be full and sufficient discharge to the Publisher of its liability to pay them. [946] 7 Copyright notices6 7.1 The Publisher shall where possible print or cause to be printed on the outside cover or title page or first page of every printed copy of the Compositions published by or under the control of the Publisher pursuant to this Agreement a proper notice of copyright in accordance with the requirements of the Universal Copyright Convention and shall where possible accord to the Composer clear and legible personal credit as the Composer of the Compositions. 7.2 The Publisher shall not be liable for any neglect or default on the part of any sub-publisher to accord the notice or the credit referred to in Clause 7.1 or any credits and no casual or inadvertent failure of the Publisher of its obligations pursuant to Clause 7.1 shall constitute a breach of this Agreement and the Composer acknowledges that the Composer’s only remedy for breach of the provisions of this Clause shall be damages and not injunctive relief for any alleged failure of the Publisher or any third party. [947] 8 No liability The Publisher shall not be liable to the Composer under any circumstances in respect of any claim for loss of opportunity on the part of the Composer to enhance the Composer’s reputation. 9 Definitions and interpretation 9.1 The following definitions apply in this Agreement: ‘Advance’ any and all of those sums payable to the Composer pursuant to Clause 2 ‘Agreement’ this agreement and any and all schedules annexures and exhibits attached to it or incorporated in it by reference ‘Compositions’ any musical works and lyrics entitled (name) and (name) written and composed solely by the Composer ‘Cover Record’ any commercial recording of a Composition other than an Original Record ‘Delivery Material’ in respect of any Compositions the materials specified in Clause 1.3 ‘Excluded Items’7 Value Added Tax and any similar taxes and any taxes amending or replacing the same including expressly any and all levies and any remittance and/or withholding taxes from time to time applicable in any part of the Territory; the cost of conversion and transmission of currency; all commissions fees and expenses paid to or deducted by sub-publishers and administrators [(which sub-publishers’ commissions shall not exceed 25% of income at source)] and standard commissions deducted by the PRS and by the mechanical rights societies and any other collection agencies established in any part of the Territory for any purpose; any amounts paid or payable by way of remuneration to arrangers adapters and translators; advances and guarantees received by the Publisher unless and until earned; so-called ‘black box income’ unrelated credits and security deposits; costs fees expenses and damages awarded to or against the Publisher arising from or in consequence of or in relation to the Compositions and any act or default of the Composer ‘Gross Receipts’8 100% of all sums actually received by the Publisher in sterling in the United Kingdom arising directly and identifiably from the use and/or exploitation of the Compositions in the Territory after the deduction of the Excluded Items ‘Member’ any individual person comprising the Composer ‘Original Record’ any commercial recording of a Composition made by the Composer or any Member as a solo recording artist or as part of a group ‘PRS’ the Performing Right Society Limited9 ‘Professional Name’ the name ‘(name)’ ‘Rental Right’ the entire rental and lending right within the meaning of the Copyright, Designs and Patents Act 1988 Section 18A(2) to (6) in relation to the Compositions ‘Royalties’ any sums payable to the Composer pursuant to Clause 5 ‘Services’ the sole and exclusive services of the Composer as a writer composer arranger and adapter of the Compositions ‘Territory’ the world [948] 9.2 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 same. 9.3 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. 9.4 The word ‘copyright’ means the entire copyright including rental and lending right database right and design right subsisting under the laws of the United Kingdom and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world11. 9.5 The term ‘equitable remuneration’ shall have the meaning ascribed to it in EC Council Directive 92/100 and in the event that there is any conflict between provisions contained in legislation implementing such directive in states in the European Economic Area for the purposes of determining any issue in relation to equitable remuneration in this Agreement the provisions of United Kingdom Statutory Instrument 1996/2967 shall prevail and be binding on the parties12. 9.6 Where the context so admits the product of the Services shall include the entire contribution made by the Composer in connection with the Compositions including without limitation the creation alteration and amendment of any work in which copyright subsists13. 9.7 Unless otherwise stated time shall be of the essence for the purpose of the performance of the Composer’s obligations under this Agreement. 9.8 Unless otherwise stated references to clauses sub-clauses sub-paragraphs schedules annexures and exhibits relate to this Agreement. [949] 10 Notices 10.1 Any notice or other document required to be given under this Agreement or any communication between the parties with respect to any of the provisions of this Agreement shall be in writing in English and be deemed duly given if signed by or on behalf of a duly authorised officer of the party giving the notice and if left at or sent by pre-paid registered or recorded delivery post or by telex telegram cable facsimile transmission or other means of telecommunication in permanent written form to the address of the party receiving such notice as set out at the head of the Agreement or as notified between the parties for the purpose of this Clause. 10.2 Any such notice or other communication shall be deemed to be given to and received by the addressee: (a) at the time the same is left at the address of or handed to a representative of the party to be served; (b) by post on the day not being a Sunday or public holiday 2 days following the date of posting; (c) in the case of a telex telegram cable facsimile transmission or other means of telecommunication on the next following day. 10.3 in proving the giving of a notice it should be sufficient to prove that the notice was left or that the envelope containing the notice was properly addressed and posted or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be. 10.4 Communications addressed to the Publisher shall be marked for the attention of (name) [with a copy to (name and address of solicitors)] [950] 11 Miscellaneous 11.1 If any provision of this Agreement shall be prohibited by or adjudged by a court to be unlawful void or unenforceable such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement. 11.2 The Publisher shall have the right to assign license sub-license or change the whole or any part of its rights under this Agreement and the covenants undertakings and warranties of the Composer shall enure to the benefit of the Publisher’s successors and assignees. In the event of the Publisher’s successors or assignees covenanting to perform the obligations of the Publisher under this Agreement the Publisher shall not have any further liability to the Composer in respect of those obligations. 11.3 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 Composer 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. 11.4 No failure or delay on the part of any of the parties to this Agreement relating to the exercise of any right power privilege or remedy provided under this Agreement shall operate as a waiver of such right power privilege or remedy or as a waiver of any preceding or succeeding breach by the other party to this Agreement nor shall any single or partial exercise of any right power privilege or remedy preclude any other or further exercise of such or any other right power privilege or remedy provided in this Agreement all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to a party at law or in equity. 11.5 This Agreement shall not be deemed to constitute a partnership or joint venture or contract of employment between the parties. 11.6 This Agreement shall be governed by and construed in accordance with the laws of England and Wales the courts of which shall be courts of competent jurisdiction. [951] [12 Certificate of value (certificate of value if appropriate)] IN WITNESS of which the parties have executed this Agreement as a deed the day month and year first above written EXECUTED AND DELIVERED as a deed ) by two duly authorised officers ) for and on behalf of ) (name of Publisher) ) (signatures of two directors or director and secretary) EXECUTED AND DELIVERED as a deed ) by (name of Composer) ) (signatures of Composer and witness) 1 No stamp duty is payable on the sale, transfer or other disposition of intellectual property made on or after 28 March 2000: Finance Act 2000 s 129, Sch 34 (41 Halsbury’s Statutes (4th Edn) STAMP DUTIES); see Form 25 note 1 [933] ante. The certificate of value clause is not appropriate for an assignment of copyright executed on or after 28 March. This Form is intended for use in circumstances where a publisher intends to acquire from a composer rights of copyright in a single work or designated works. The agreement is drafted from the point of view of the publisher and provides for an assignment to the publisher of one or more compositions. 2 As to the assignment of copyright see generally the Copyright, Designs and Patents Act 1988 s 90 (11 Halsbury’s Statutes (4th Edn) COPYRIGHT), and Paragraph 66 [103] ante. 3 See Paragraphs 80 [122] et seq ante. 4 See Form 1 note 21 [630] ante. 5 See A Schroeder Music Publishing Co Ltd v Macaulay [1974] 3 All ER 616, [1974] 1 WLR 1308, HL, and Paragraphs 133 [215] et seq ante. 6 See Form 25 note 21 [933] ante. 7 See Form 25 note 27 [933] ante. 8 See Form 25 note 28 [933] ante. 9 As to the Performing Right Society see Paragraphs 129 [211] et seq ante. 10 This provision is inserted to avoid the operation of the Interpretation Act 1978 s 23 (41 Halsbury’s Statutes (4th Edn) STATUTES). 11 See Form 1 note 107 [632] ante. 12 See Form 1 note 108 [632] ante. 13 See Form 1 note 109 [632] ante. [ Next Thread | Previous Thread | Next Message | Previous Message ]