FULL PUBLISHING AGREEMENT
Effective this ……………., this agreement (“Agreement”) is made and entered into between
…………………………………………………………………………………………………. (hereinafter
referred to as “Composer”) and
………………………………………………………………..…..,(PRO:…….)
……………………………………….……………………………………………………………… (hereinafter
referred to as “Publisher”).
Whereas, Composer rightfully owns the necessary rights in the Subject Compositionsor Subject
Recordings or both in connection with movie trailers, films, television shows, commercials, home videos,
video games and various other uses in all types of media, and agrees to sell, transfer, assign, convey and
deliver to Publisher one hundred (100%) of all of the rights, interests, properties, assets, and titles set
forth in Schedule A, free and clear of any and all Encumbrances and,
Whereas, Publisher agrees to purchase from Composer Subject Compositions or Subject
Recordings or both set forth in Schedule A, attached hereto and made a part hereof (hereinafter referred
to individually and collectively as “Acquired Assets”),
Now, therefore, in consideration of the mutual promises and covenants contained herein, and for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:
1. INTERPRETATIONS AND DEFINITIONS.
(a) In this Agreement including the Recitals and the Schedules (unless the context otherwise
requires) the following words and expressions have the following meanings:
“Composer” means a person who writes or creates music;
“Copyrights” means any and all copyrights, renewal copyrights, extensions of copyrights, and
contingent copyright interests now or hereafter provided by law, including in respect of all
translations, adaptations, modifications, derivations, combinations, and derivative works thereof.
Composer hereby acknowledges and agrees that Publisher shall have the right to retitle any
Works in Publisher’s sole discretion. To the extent that 17 U.S.C. Section 203 is applicable to this
subsection of this Agreement, the thirty-five (35) year period provided thereunder shall not
commence to run prior to the date of this Agreement;
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“Encumbrances” means any and all liens (statutory or otherwise), pledges, mortgages, security
interests, charges, claims, options, restrictions, reversionary interests, rights of first negotiation,
rights to match an offer, rights of first refusal, key man provisions, or any other guarantee,
advance, material restriction, or limitation in respect of the Acquired Assets and any and all other
conflicting ownership, collateral, or possessory rights, interests, or titles;
“Parties” means the Composer and Publisher and reference to “Party” shall be construed
accordingly;
“Subject Compositions” means the Subject Compositions set forth in Schedule A attached to
hereto, including without limitation, any right, title, or interest therein, Copyrights and any and all
other rights arising therefrom, of any kind or nature anywhere in the universe, now known or
which may hereafter be recognized or come into existence;
“Subject Recordings” means any and all Subject Recordings embodying the Subject Acquired
Assets, by any method and on any substance or material, or in any form or format, which are
owned and/or controlled, in whole or part, by Composer, any right, title, or interest therein,
Copyrights and any and all other rights arising therefrom, of any kind or nature anywhere in the
universe, now known or which may hereafter be recognized or come into existence;
(b) Unless the context or express provisions of this Agreement otherwise require:
expressions in the singular shall include the plural and vice versa and words importing a gender
shall include every gender;
references to recitals, clauses and schedules are references to recitals, clauses of and schedules
to this Agreement; and
the headings used in this Agreement are inserted for convenience only and shall not affect its
construction or interpretation.
2. RIGHTS.
Composer has the exclusive right and agrees to sell, transfer, assign, convey and deliver to Publisher one
hundred (100%) of all of the rights, interests, properties, assets, and titles for the Acquired Assets for
uses of all types in all media now known or hereafter devised, including but not limited to movie trailers,
films, television shows, commercials, home videos, video games, websites, wireless media and all digital
and physical product configurations now known or hereafter devised. Publisher shall have the sole
discretion to approve the fees, terms and conditions for such sell, transfer, assign, convey and delivery
and Composer hereby acknowledges its approval to enter into any such arrangement. Composer hereby
irrevocably assigns, transfers, and conveys to the Publisher the full ownership of all rights, title, and
FULL PUBLISHING AGREEMENT BETWEEN ………………………..and ……………………………
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interest in and to the Subject Compositions and Subject Recordings, including but not limited to the
copyright therein, throughout the world.
3. TERM. The Term of this Agreement shall be in Perpetuity from the date first shown above.
4. TERRITORY. The Territory of this Agreement shall be the Universe.
5. PAYMENTS. Publisher shall pay to Composer ……………………..……………………. of sums
actually received by Publisher for uses of the Acquired Assets secured hereunder (excluding blanket
agreements that cover Publisher’s entire catalog).
6. PERFORMANCE ADMINISTRATION.
(a) Publisher shall have the right to register, as the exclusive publisher of the Acquired Assets,
with the performance rights organization (i.e., ASCAP, BMI or SESAC) with whom Publisher is affiliated,
such that Publisher shall be entitled to collect the publisher’s share of performance royalties earned by
said Acquired Assets. Composer hereby agrees to execute any necessary documentation to effect and
confirm Publisher’s registration with the performance society.
(b) The Publisher shall have the exclusive right to:
i. Print, publish, sell, assign, license, lease, and distribute the Subject Compositionsand
sound secordings in any form, whether now known or hereafter devised;
ii. Collect all monies and other considerations earned or received with respect to any use of
the Subject Compositionsor Subject Recordings;
iii. Use, license, and authorize others to use the Subject Compositionsor Subject Recordings
for commercial or any other purposes;
iv. Sue, prosecute, and defend against any infringement or misappropriation of the Subject
Compositionsor Subject Recordings;
v. Do all other acts necessary or beneficial to ensure that the Subject Compositionsand
Subject Recordings are exploited to the fullest extent possible.
The Term during which Composer shall be so entitled shall be in Perpetuity.
(c) Publisher shall be entitled to retain One Hundred Percent (100%) of the publisher’s share of
all performance income earned by the Acquired Assets. Composer shall retain One Hundred Percent
(100%) of its so-called “Writer’s Share” of any performance income, with no portion thereof payable to
Publisher, regardless of whether such income is related to ownership issued by Composer hereunder.
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7. ACCOUNTING.
(a) Composer agrees to make payments to Publisher of monies due hereunder and render
statements of account on no less than a semiannual basis. Composer will not be required to send
Publisher a royalty payment and/or statement for any period in which the royalties payable to Publisher
will be $200.00 or less; such royalties shall be held and paid along with the next statement requiring
payment in excess of $200.00. Publisher shall be solely responsible for all bank fees, charges or similar
fees or charges relating to payments made hereunder and Composer shall be entitled to deduct same
from money due to Publisher.
(b) The Parties acknowledge and agree that if the Composer is entitled to contractual royalties,
including a share of sync and mechanical income arising from the exploitation of the works under this
Agreement, the contractual obligation of the Composer to account to the composers will require any third
party acquiring the rights from the Composer to discharge the Composer’s accounting obligation to the
Composers under this Agreement. It is further acknowledged that these contractual royalties are separate
and distinct from a Composer’s entitlement to performance royalties collected directly from their affiliated
performance rights organization. The Composer and the Publisher agree to cooperate in good faith to
ensure that these obligations are met in a timely and accurate manner, and to promptly notify each other
of any changes that may affect such obligations.
8. AUDIT. Composer shall have the right, upon thirty (30) days’ written notice to Publisher and
during Publisher’s usual business hours, but not more than once each year and once for any particular
statement, to examine through a certified public accountant the books and records of Publisher at the
place where same are regularly maintained only insofar as they relate to the Acquired Assets. Composer
shall bear all costs of such examination. Composer shall be deemed to have consented to all accountings
and said accountings shall be binding upon Composer and not be subject to any objection for any reason
unless specific objection, in writing, stating the basis thereof, is given to Publisher within a year after the
date that such statement is rendered. Composer shall not have the right to sue or otherwise commence
any action against Publisher in connection with any particular statement unless such suit or other action is
filed within a year and half (1 1⁄2) after such statement is required to be rendered. Composer
acknowledges and agrees that Publisher is dependent solely upon third parties for the payment of any
and all fees specified herein. Composer agrees not to look to Publisher and shall hold Publisher harmless
for any sums, including but not limited to royalties and licensing fees, that may become due to Composer,
unless said sums are actually received by Publisher.
9. THIRD PARTIES. Composer shall have no responsibility or liability whatsoever with respect to
the payment of any monies to which any Artist, any writer(s) of the Acquired Assets or any other third
parties, other than copyright proprietors or their designees, may be entitled to with respect to the Acquired
Assets (to the extent of Publisher’s and Artist’s interests therein), it being agreed and understood that
(provided Composer pays to Publisher the amounts due hereunder) all responsibility or liability with
FULL PUBLISHING AGREEMENT BETWEEN ………………………..and ……………………………
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respect thereto shall be solely Publisher’s. Publisher agrees to indemnify Composer and hold Composer
fully harmless by reason of the foregoing.
10. COPYRIGHTS AND SALES. Notwithstanding anything else contained herein, all rights, title
and interest in and to the copyrights in the Acquired Assets shall remain the sole property of Publisher.
Any, and all, income from sales, whether online (iTunes, Amazon, Google, Apple, Spotify, Tidal) or
physical (CDs or other) will be split according to the divisions agreed upon in this publishing agreement.
11. CONFIDENTIALITY.
(a) Publisher acknowledges that in the course of working with Composer, Publisher will be
exposed to certain valuable information and/or trade secrets (“Confidential Information”), which are
owned and/or controlled by Composer, the unauthorized disclosure of which would cause immediate
irreparable harm to Composer, including its Principals and clients. Confidential Information shall mean all
information of any kind, regardless of format, including and without limitation to:
(i) advertising, marketing, and promotional plans;
(ii) business and financial information of any kind, including and without limitation to the details of
a Project;
(iii) other non-public information which Publisher knows or should know is not public information,
such as information about Composer’s clients. Publisher agrees, in perpetuity, to hold all Confidential
Information in the strictest of confidence, protecting it with at least reasonable care, and are only
permitted to use the Confidential Information in furtherance of the Services. Publisher will notify
Composer immediately in the event any disclosure of Confidential Information occurs and will immediately
take any and all actions to halt or limit such disclosure.
(b) Without in any way limiting the foregoing, Publisher further acknowledges and agrees that
Publisher is prohibited from disclosing and shall not disclose, including, without limitation via posting such
information on the Internet, any information relating to any Project or Publisher’s involvement therewith,
unless and until Publisher receives written permission to do so from Composer.
12. WARRANTIES AND REPRESENTATIONS.
(a) Composer warrants and represents that:
(i) Composer warrants that he is the sole owner of the Subject Compositions and Subject
Recordings and has the necessary rights and authority in order to grant to Publisher all rights granted
hereunder.
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(ii) Composer warrants that he owns or controls the necessary rights in order to enter into and
perform this agreement and that the exercise of such rights shall not infringe the rights of any third
parties.
(iii) Composer warrants and represents that the Subject Compositions and Subject Recordings
are original works, do not infringe any copyright or other proprietary right, and do not violate any law or
regulation.
(iv) Composer will not, during the term of this Agreement, grant to any other person, firm or
corporation any rights which conflict with those granted to Publisher hereunder.
(v) Composer hereby warrants, represents and covenants that he owns or controls the Acquired
Assets (to the extent of Composer’s interests therein, as detailed in the annexed Schedule “A”) and the
copyrights therein for the Territory and that the right to the Acquired Assets granted herein do not infringe
upon or violate any common law or statutory rights of others; that Composer has the full right, power and
authority to enter into this Agreement and to sell, transfer, assign, convey and deliver to Publisher one
hundred (100%) of all of the rights, interests, properties, assets, and titles set forth in this Agreement, and
to grant to Publisher the rights to the Acquired Assets hereunder, and to grant to Publisher all the rights
herein granted free of any and all adverse rights, interests, known claims and encumbrances; that the
rights herein granted with respect to the Acquired Assets shall not conflict with or be the subject of any
conflicting agreement between Composer and any third party; that Publisher will not be obligated for any
payment or incur any liability with respect to the rights and privileges granted to it hereunder, except as
herein specifically provided; and that Composer will indemnify and hold Publisher harmless from and
against any and all losses, claims, damages, liabilities, costs and expenses (including outside reasonable
attorney’s fees) arising out of any claims, demands, or actions by a third party which are inconsistent with
any warranty, representation or agreement made by Composer hereunder and which result in a final
adverse judgment.
(b) Publisher warrants and represents that:
(i) Publisher is now and will continue to be engaged during the Term of this Agreement in the
business of the exploitation of Subject Compositions or Subject Recordings or both in the Territory.
(ii) Publisher possesses the full right, power and authority to enter into and perform this
Agreement.
(iii) Composer shall use its best efforts to obtain offers for the use and exploitation of the
Acquired Assets and will supply information about those efforts upon Composer’s request.
Notwithstanding the foregoing, Publisher makes no guarantee that any such uses and exploitations will
actually be obtained.
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13. ASSIGNMENT
The Publisher shall have the right to assign or sublicense any or all of its rights under this Agreement, in
whole or in part, to any person or entity without the prior written consent of Composer.
14. GENERAL PROVISIONS.
(a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their
legal representatives, successors-in-interest and assignees.
(b) This Agreement supersedes any and all oral and written statements and representations by
any party and contains the entire agreement and understanding between the parties hereto with respect
to the subject matter hereof and the transactions contemplated thereby. All prior discussions, agreements
and understanding of any nature between the parties are merged herein and superseded hereby. This
Agreement may not be changed, modified or amended except by an agreement in writing signed by the
party to be bound thereby.
(c) The provisions of this Agreement are severable, and if any one or more paragraphs,
subparagraphs, or provisions of this agreement is/are determined to be illegal, indefinite, invalid or
otherwise unenforceable in whole or in part, the remaining provisions of this Agreement, and any partially
unenforceable provision to the extent enforceable in any jurisdiction shall continue in full force and effect
and shall be binding and enforceable.
(d) References herein to “this Agreement” or any other references herein to any other specific
agreement or contract shall be deemed to include any and all modifications, renewals, extensions,
substitutions and replacements of the referenced agreement or contract.
(e) Each party hereto shall execute any and all documents, instruments, and other conveyances
and agreements and shall do all acts, which may be necessary or appropriate to fully implement the
provisions of this Agreement.
(f) This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original but all of which, taken together, shall constitute one and the same agreement. Notwithstanding
that all of the parties are not signatories to the original or the same counterpart, this Agreement shall be
effective as of the day and year first above written.
(g) This Agreement is made in and shall be construed in accordance with the laws of California
applicable to contract wholly to be performed therein. Each party agrees that all disputes between the
parties, if litigated, are to be litigated in the courts, state and federal, of the State of California and the
parties hereby consent to jurisdiction before such courts.
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(h) All rights and remedies granted to the parties in any provision of this Agreement shall be
deemed cumulative. No waiver of any provision of this Agreement shall be deemed to be a waiver of any
past or future breach of the same, or any other provision of this Agreement, nor shall any act or failure to
act be construed as a waiver, unless memorandum thereof, expressing the intention to waive, signed by
the party to be charged, is made and delivered to the other party. No warranties or representations shall
be deemed to have been made by either party except as expressly herein-above set forth.
(i) In the event of a breach by Composer or any third party of any of Composer’s obligations
hereunder, the damage, if any, caused, thereby shall not be deemed irreparable or sufficient to entitle
Publisher to enjoin, restrain, or seek to enjoin or restrain, the distribution or other exploitation of any
production or product owned by Composer hereunder, or any work derived therefrom, or to seek any
other equitable relief. Consequently, Publisher’s sole rights and remedies in the event of any breach by
Composer or any third party of any of Composer’s obligations hereunder shall be limited to the right to
seek damages, if any, in an action at law.
(j) Neither party shall be deemed to be in breach of any of its obligations hereunder unless and
until the other party has given specific written notice by certified or registered mail, return receipt
requested, of the nature of such breach and such party shall have failed to cure such breach within Sixty
(60) Days after its receipt of such written notice.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
above written.
Name of the company
d/b/a ———————————- (BMI)
______________________________________
Michal Smorawinski (Composer)
______________________________________
…………………….…(Publisher) (PRO: ……. CAE/IPI
#……………………)
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SCHEDULE A
TITLE WRITER(S) COPYRIGH
T % AFFILIATION
____________________
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ASSIGNMENT OF COPYRIGHT(S)
The undersigned (“Composer”), for good and valuable consideration, receipt of which is hereby
acknowledged, hereby agrees to sell, transfer, assign, convey and deliver to Publisher one hundred
(100%) of all of the rights, interests, properties, assets, and titles set forth to Publisher (*Name of The
Company*.), it’s successors and assignees, the right, title and interest throughout the universe which is
derived from Composer, including, without limitation, the following percentages of copyright and any and
all renewals and extensions thereof, in and to the following Subject Compositions or Subject Recordings
or both:
TITLE PERCENTAGE OF
TOTAL COPYRIGHT :
100%
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