LICENSING & PUBLISHING AGREEMENT
Effective this ……………., this agreement (“Agreement”) is made and entered into between
…………………………………………………………………………………………………. (hereinafter
referred to as “Agent”) and ………………………………………………………………..….., (PRO:…….)
……………………………………….……………………………………………………………… (hereinafter
referred to as “Principal”).
Whereas, Agent is engaged in the solicitation of uses of musical compositions and sound
recordings in connection with movie trailers, films, television shows, commercials, home videos, video
games and various other uses in all types of media, and
Whereas, Principal owns or controls certain musical compositions and/or sound recordings set
forth in Schedule A, attached hereto and made a part hereof (hereinafter referred to individually and
collectively as “Compositions”),
Now, therefore, for good and valuable consideration, receipt of which is hereby acknowledged,
Principal hereby engages Agent as its exclusive agent, pertaining to the “Compositions” listed in
Schedule A, to solicit licensing opportunities of all types in all media now known or hereafter devised,
subject to the terms and limitations hereinafter set forth.
1. RIGHTS.
Agent shall have the exclusive right to solicit and issue licenses for the Compositions 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. Agent shall have the sole discretion to approve
the fees, terms and conditions for such licenses and Principal hereby acknowledges its approval and
grants authority to Agent to enter into any such licenses on Principal’s behalf with no further approval
from Principal. This shall include the right for Agent to include the Compositions together with other
musical compositions and sound recordings to which Agent has acquired rights from third parties in any
collection or library that may be licensed to Agent’s licensees on a blanket licensing basis.
2. TERM. The Term of this Agreement shall be in Perpetuity from the date first shown above.
3. TERRITORY. The Territory of this Agreement shall be the Universe.
4. PAYMENTS. Agent shall pay to Principal ……………………..……………………. of sums
actually received by Agent from its licensees for uses of the Compositions secured hereunder (excluding
blanket agreements that cover Publisher’s entire catalog).
LICENSING & PUBLISHING AGREEMENT BETWEEN – ………………..and ……………………
www.——.com
5. PERFORMANCE ADMINISTRATION.
(a) Agent shall have the right to register, as the exclusive publisher of the Compositions, with the
performance rights organization (i.e., ASCAP, BMI or SESAC) with whom Principal is affiliated, such that
Agent shall be entitled to collect the publisher’s share of performance royalties earned by said
Compositions. Principal hereby agrees to execute any necessary documentation to effect and confirm
Agent’s registration with the performance society.
(b) The Term during which Agent shall be so entitled shall be in Perpetuity.
(c) Agent shall be entitled to retain One Hundred Percent (100%) of the publisher’s share of all
performance income earned by the Compositions. Principal shall retain One Hundred Percent (100%) of
its so-called “Writer’s Share” of any performance income, with no portion thereof payable to Agent,
regardless of whether such income is related to licenses issued by Agent hereunder.
6. ACCOUNTING. Agent agrees to make payments to Principal of monies due hereunder and
render statements of account on no less than a semiannual basis. Agent will not be required to send
Principal a royalty payment and/or statement for any period in which the royalties payable to Principal 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. Principal shall be solely responsible for all bank fees, charges or similar fees or
charges relating to payments made hereunder and Agent shall be entitled to deduct same from money
due Principal.
7. AUDIT. Principal shall have the right, upon thirty (30) days’ written notice to Agent and during
Agent’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 Agent at the place where same
are regularly maintained only insofar as they relate to the Song(s). Principal shall bear all costs of such
examination. Principal shall be deemed to have consented to all accountings and said accountings shall
be binding upon Principal and not be subject to any objection for any reason unless specific objection, in
writing, stating the basis thereof, is given to Agent within a year after the date such statement is rendered.
Principal shall not have the right to sue or otherwise commence any action against Agent 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. Principal acknowledges and agrees that Agent is dependent
solely upon third parties for the payment of any and all fees specified herein. Principal agrees not to look
to Agent and shall hold Agent harmless for any sums, including but not limited to royalties and licensing
fees, that may become due Principal, unless said sums are actually received by Agent.
LICENSING & PUBLISHING AGREEMENT BETWEEN – ………………..and ……………………
www.——.com
8. THIRD PARTIES. Agent shall have no responsibility or liability whatsoever with respect to the
payment of any monies to which any Artist, any writer(s) of the Compositions or any other third parties,
other than copyright proprietors or their designees, may be entitled with respect to the Compositions (to
the extent of Principal’s and Artist’s interests therein), it being agreed and understood that (provided
Agent pays to Principal the amounts due hereunder) all responsibility or liability with respect thereto shall
be solely Principal’s. Principal agrees to indemnify Agent and hold Agent fully harmless by reason of the
foregoing.
9. COPYRIGHTS AND SALES. Notwithstanding anything else contained herein, all rights, title
and interest in and to the copyrights in the Compositions shall remain the sole property of Agent. 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.
10. CONFIDENTIALITY. Confidentiality:
(a) Principal acknowledges that in the course of working with Agent, Principal will be exposed to
certain valuable information and/or trade secrets (“Confidential Information”), which are owned and/or
controlled by Agent, the unauthorized disclosure of which would cause immediate irreparable harm to
Agent, including its Principals and clients. Confidential Information shall mean all information of any kind,
regardless of format, including, without limitation:
(i) advertising, marketing, and promotional plans;
(ii) business and financial information of any kind, including, without limitation, the details of a
Project;
(iii) other non-public information which Principal know or should know is not public information,
such as information about Agent’s clients. Principal 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. Principal will notify Agent
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, Principal further acknowledges and agrees that
Principal 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 Principal’s involvement therewith,
unless and until Principal receives written permission to do so from Agent.
LICENSING & PUBLISHING AGREEMENT BETWEEN – ………………..and ……………………
www.——.com
11. WARRANTIES AND REPRESENTATIONS.
(a) Agent warrants and represents that:
(i) It is now and will continue to be engaged during the Term of this Agreement in the business of
the exploitation of musical compositions and sound recordings in the Territory.
(ii) Agent possesses the full right, power and authority to enter into and perform this Agreement in
all respects.
(iii) Agent shall use its best efforts to obtain offers for the use and exploitation of the
Compositions and will supply information about those efforts upon Principal’s request. Notwithstanding
the foregoing, Agent makes no guarantee that any such uses and exploitations will actually be obtained.
(b) Principal warrants and represents that:
(i) Principal has the full right and authority to grant to Agent all rights granted to Agent hereunder.
(ii) Principal possesses the full right, power and authority to enter into and perform this
Agreement.
(iii) Principal will not, during the term of this Agreement, grant to any other person, firm or
corporation any rights which conflict with those granted to Agent hereunder.
(iv) Principal hereby warrants, represents and covenants that it owns or controls the
Compositions (to the extent of Principal’s interests therein, as detailed in the annexed Schedule “A”) and
the copyrights therein for the Territory and that the right to the Compositions granted herein do not
infringe upon or violate any common law or statutory rights of others; that Principal has the full right,
power and authority to enter into this Agreement and to license the use of the Compositions hereunder,
and to grant to Agent the rights to the Compositions hereunder, and to grant to Agent 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 Compositions shall not conflict with or be the subject of any conflicting
agreement between Principal and any third party; that Agent 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 Principal will indemnify and hold Agent 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 Principal hereunder and which result in a final adverse judgment or
which are settled with the Principal’s prior written approval.
LICENSING & PUBLISHING AGREEMENT BETWEEN – ………………..and ……………………
www.——.com
12. 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.
(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.
LICENSING & PUBLISHING AGREEMENT BETWEEN – ………………..and ……………………
www.——.com
(i) In the event of a breach by Agent or any third party of any of Agent’s obligations hereunder,
the damage, if any, caused Principal thereby shall not be deemed irreparable or sufficient to entitle
Principal
to enjoin, restrain, or seek to enjoin or restrain, the distribution or other exploitation of any production or
product licensed by Agent hereunder, or any work derived therefrom, or to seek any other equitable relief.
Consequently, Principal’s sole rights and remedies in the event of any breach by Agent or any third party
of any of Agent’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 (Agent)
______________________________________
…………………….…(Principal) (PRO: ……. CAE/IPI #……………………)
SCHEDULE A
For the purposes of this Agreement, the term “Compositions” shall be deemed to mean the following
musical compositions and/or sound recordings:
TITLE WRITER(S) COPYRIGH AFFILIATION
LICENSING & PUBLISHING AGREEMENT BETWEEN – ………………..and ……………………
www.——.com
T %
____________________
ASSIGNMENT OF COPYRIGHT(S)
The undersigned (“Principal”), for good and valuable consideration, receipt of which is hereby
acknowledged, hereby sells, conveys and assigns to Agent (*Name of The Company*.), it’s successors
LICENSING & PUBLISHING AGREEMENT BETWEEN – ………………..and ……………………
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