Maori Music Publishing

Sub-Publishing Terms & Conditions

TACS

SUB-PUBLISHING TACS


Maori Music Publishing
Sub-Publishing / Administrative Agreement

DATE:
MADE BETWEEN:
YOUR PUBLISHING COMPANY] (hereinafter referred to as "Owner"); and
Maori Music Publishing (hereinafter referred to as "Publisher").

WHEREAS the Owner has the benefit of certain exclusive song writing, composing and collection Agreements and the Publisher is an experienced music publisher and wishes to license the Compositions for administration and collection of all music publishing royalties in respect thereto upon the terms set forth below.

IT IS AGREED AS FOLLOWS:


1. DEFINITIONS
"Term" shall mean a minimum period of FIVE (5) years from the Commencement Date, extendable automatically for successive twelve months periods unless written notice is received by one of the parties not less than thirty days before the date of expiration of each term.

"Commencement Date" shall mean the date of the Agreement as shown above.

"Composition(s)" shall mean all those musical compositions which are listed in the provided SCHEDULE/S hereto and made apart hereof together with all compositions subsequently acquired by Owner during the Term hereof and notified to Publisher from time to time.

"Licensed Territory" shall mean the UK and Associated Territories (THE BAHAMAS, GIBRALTAR, MALTA and CYPRUS).

"Cover Record" shall mean any commercial recording of a Composition embodying a performance of that Composition by any artist other than the writer of that Composition (whether as part of a group of otherwise) which has been procured by Publisher or an agent of Publisher.

"Mechanical Royalty" shall mean eighty percent (80%) of Receipts.

"Local Recording Mechanical Royalty" shall mean eighty percent (80%) of Receipts.

"Cover Mechanical Royalty" shall mean eighty percent (80%) of Receipts.

"Performance Royalty" shall mean eighty percent (80%) of Receipts.

"Synchronisation Royalty" shall mean eighty percent (80%) of Receipts.

"Procured Synchronisation Royalty" shall mean eighty percent (80%) of Receipts.

"Print Sheet Music Royalty" shall mean eighty percent (80%) of Receipts.

"Other Income Royalty" shall mean eighty percent (80%) of Receipts.


2. GRANT OF RIGHTS
Owner hereby grants to Publisher throughout the Licensed Territory the following rights in and to the Composition(s) for the duration of the Term:

(a) The exclusive right to collect within the Licensed Territory all royalties, monies and other income arising from the exploitation or existence of the Composition(s) arising prior to (to the extent that same have not previously been collected) and / or during the Term, for the duration of the Term, including the engagement of any Sub-Publishers where deemed appropriate for this purpose.

(b) The non-exclusive right to grant non-exclusive licences to manufacture parts serving to reproduce the Composition(s) mechanically, and to make mechanical, electrical and electronic reproductions thereof.

(c) The exclusive right subject to the rights of the Performing Right Society Ltd (PRS For Music) and/or any associated societies publicly to perform and to authorise others to so perform the Composition(s) by all means including, but not by way of limitation, radio and television.

(d) The non-exclusive right to grant non-exclusive synchronisation licences for the use of the Composition(s) in synchronisation or timed relation with visual images in audio visual productions produced in the Licensed Territory including but not limited to the exploitation of the Composition(s) for or in connection with the advertising or marketing of any products, goods or services, theatrical motion pictures, television motion pictures, videograms and other forms of audio-visual reproduction and for the making of copies of said audio-visual productions for the purposes of exporting such copies into all countries of the world.

(e) The exclusive right subject to Owner´s prior approval to license the dramatisation of the Composition(s) and to license the use and performance of such dramatic versions, subject to the rights of PRS For Music and / or any associated societies as appropriate.

(f) The exclusive right subject to Owner´s prior approval to make and / or license others to make literary versions of the Composition(s) and to print, publish and sell such literary versions (as well as any dramatic versions aforementioned).


3. RESERVATION OF RIGHTS
Save for the rights granted hereunder as set out in Clause 2 hereinabove Owner reserves all rights in and to the worldwide copyrights in the Composition(s).


4. OBLIGATIONS / WARRANTIES OF OWNER
(a) Owner agrees to supply Publisher with a recording of any of the Composition(s) on request.

(b) Owner represents, warrants, undertakes and agrees that it has full right power and authority to enter into and perform this Agreement and that it owns or controls all rights in and to the Composition(s) in the Licensed Territory free and clear of all claims and encumbrances and that the usage of the Composition(s) by Publisher as set out hereunder shall not infringe the rights (including copyrights) of any third party.

(c) Owner hereby indemnifies Publisher against any and all reasonable and direct loss, claim, damage, cost or other liability incurred by Publisher as a result of any breach by Owner of any representation, warranty, undertaking or agreement herein contained provided Publisher :-
  • (i) Gives to Owner prompt written notice of any such loss, claim, damage, cost or other liability;
  • (ii) Does not admit, compromise, settle, dispute or otherwise deal with any such loss, claim, damage, cost or other liability without the prior written consent of Owner (not to be unreasonably withheld or delayed);
  • (iii) Provided further that any such loss, claim, damage, cost or other liability have not been incurred, through any default by Publisher and provided further that Publisher has used all reasonable efforts to mitigate its loss, claim, damage, cost or other liability.

  • (d) Owner further represents warrants and undertakes that:-
  • (i) During the Term Owner will not grant any rights for the Licensed Territory in the Composition(s) or any of them to any person firm or company other than Publisher or enter into any agreement or act in any way which would derogate from the rights granted to Publisher hereunder.
  • (ii) Owner is party to good and valid contracts with the writers and composers of the Composition(s) and such contracts enable it to comply with all the terms and conditions hereof and Owner will do all things necessary not to be in breach of the same during the Term.
  • (iii)Owner shall be entirely responsible for paying royalties and sums due to the writers and composers of the Composition(s) with the exception of any payments made to the writers and composers by their own performing rights society.
  • (iv) This Agreement shall be regarded as a certificate for the purposes of the rules of PRS For Music authorising PRS For Music to treat Publisher as exploiting the Composition(s).
  • (v) Owner has prior to the date hereof notified Publisher of all material matters relating to Owner and its circumstances and the Composition(s) which Publisher should be aware of before entering into this Agreement.
  • (vi) Owner shall promptly notify Publisher of any material change in circumstances from the date hereof affecting Owner or the Composition(s) which Publisher should be aware of when making any decision relating to the operation of this Agreement.
  • (vii) Owner will not and will procure that none of the writers and composers of the Composition(s) shall without the prior written consent of Publisher make any disclosure or supply any information to the public or to any third party (other than as may be required by law or a court or in confidence to Owner´s or the said writers or composers professional advisers) in relation to any confidential matters arising hereunder or to any confidential aspects of the general affairs of Publisher.
  • (viii) Publisher and its sub-publishers shall be entitled to collect as the so-called "publisher´s share" of the total performing and broadcasting fees 50% of such fees earned by the Composition(s) and 100% (one hundred per cent) of all other income earned by the Composition(s) distributed by any copyright collecting society in the Licensed Territory.
  • (ix) Owner shall itself and shall procure that the writers and composers of the Composition(s) shall execute all documents and do all things which Publisher shall reasonably require in order to enable Publisher and its sub-publishers to collect their entitlement in respect of earnings by the Composition(s) as referred to above.
  • (x) There is no lien charge order or other encumbrance or restriction which would in any way interfere with the benefit of the Composition(s) or the rights hereunder.
  • (xi) There are no actual present prospective threatened or pending claims proceedings or litigation in respect of any of the Composition(s) which may in any way impair limit inhibit diminish or infringe upon any or all of the rights granted in this Agreement.
  • (xii) None of the Composition(s) contain any neither defamatory, criminally obscene or illegal matter, nor copies nor infringes upon any other material of any third party including without limitation contractual rights and copyrights.


  • 5. ROYALTIES
    Publisher will pay royalties to Owner, computed as follows:-

    (a) The Mechanical Royalty of sums actually received by Publisher by reason of the sale, licence or other disposition of mechanical, electrical or electronic reproduction rights with respect to the Composition(s) SAVE THAT where Publisher procures any Cover Record Owner shall receive the Cover Mechanical Royalty in lieu of the Mechanical Royalty.

    (b) The Local Recording Mechanical Royalty of sums received by Publisher for mechanical licences issued by Publisher or on its behalf with respect to Local Recording(s) of the Composition(s). For the purposes hereof a Local Recording shall mean a recording which has a lyric in a language native to the Licensed Territory in which either the mechanical licence was issued or the Licensed Territory in which the primary release of the recording occurred.

    (c) The Synchronisation Royalty of sums received by Publisher for synchronisation licences issued by Publisher or on its behalf with respect to exploitation of the Composition(s).

    (d) The Performance Royalty of the performing income earned (the so-called publisher´s share); it being agreed and understood that the so-called "writer´s share" of performing income (the writer´s share being 50% of all such fees distributed by PRS For Music) shall be paid to the writers directly by PRS For Music by virtue of writers membership thereof.

    (e) The Licensed Printed Sheet Music Royalty where Publisher licenses the rights to sell printed editions of the Composition(s).

    (f) The Other Income Royalty of all other sums actually received by Publisher from all sources and uses directly and identifiably attributable to the Composition(s) in the Licensed Territory.

    (g) In addition Publisher is authorised to collect one hundred percent (100%) of all sums and / or monies earned but not collected in the Licensed Territory prior to the Commencement Date and paid during the Term from any source whatsoever including performance rights societies and mechanical collection agencies.

    (h) Publisher agrees that all sums to be paid to Owner pursuant to this Agreement shall be computed upon "Receipts" by Publisher. For the purposes hereof Receipts shall mean one hundred per cent (100%) of all income received by Publisher in the UK less only the following deductions:-

  • (i) VAT or similar tax and any other sales taxes required to be deducted;
  • (ii) Commissions and/or fees deducted by performing rights societies, mechanical rights societies or any other industry collection agencies established for any purpose relating to the exploitation of the Composition(s) or any of them in accordance with the rules of the societies;
  • (iii) Any amounts paid by way of remuneration to arrangers, adapters and translators by Publisher or its licensees in respect of the Composition(s) or any of them in accordance with the rules of the local collection society or if none as shall be fair and reasonable;
  • (iv) Any sub-publisher charges and / or deductions (as applicable) save that any such charges and/or deductions shall not in any event exceed twenty percent (20%) of all sums received by any such sub-publisher.


  • 6. PUBLISHER'S OBLIGATIONS
    a) Publisher shall cause the Composition(s) to be registered with the applicable performing and mechanical rights societies in the Licensed Territories in such manner that such societies shall render accountings and make payments to Publisher in respect of the Composition(s).

    (b) Publisher agrees to use its reasonable efforts to provide that all editions of said Composition(s) published in the Licensed Territory shall bear a proper copyright notice, in the name of Owner, and the same shall be printed at the bottom of the title page or as required by any applicable copyright treaty or convention. Publisher further agrees to use its reasonable efforts to provide that the names of the original authors and composers (as supplied by Owner to Publisher) shall appear on the title page of all editions of said Composition(s) published in the Licensed Territory.

    (c) Publisher will use its reasonable efforts to comply with all laws in the Licensed Territory pertaining to securing and protecting the Owner's copyright in the Composition(s).


    7. ACCOUNTING
    (a) True and correct accounts shall be kept by Publisher and a statement of account as of 30 April, 30 July, 30 October and 30 December in each year shall be sent to Owner within thirty (30) days after each such date, and only if royalties are then due to Owner. Publisher shall supply to Owner statements of account via e-mail. In the event that Owner requests the same, Publisher shall supply the aforesaid statements on paper. It is hereby understood and acknowledged by Owner that preparation of and any payments relating to any writers´ and / or other third party statements is the sole and ultimate responsibility of Owner.

    (b) Publisher's liability to make payments hereunder shall be limited to amounts received by it and, if applicable, shall generally be dependent upon permission to make payments having been gained from any government or other necessary authority, as appropriate. Should the local government not permit the payment to Owner, Owner will be notified and Publisher will, when so instructed by Owner, deposit all monies due Owner to the account of Owner in the local bank of Owner's choice in the Licensed Territory. All International Payments will be subject to Banking Charges in proportion to the value of the transaction, set by the handling agent and deducted from the gross amount/s transmitted.

    (c) Publisher shall be entitled to carry forward any royalties due to Owner under the terms of this Agreement in any accounting period where such disbursements are less than thirty pounds sterling (GBP£ 30-00). In such case royalties shall be carried forward to subsequent accounting periods until the period in which the balance exceeds thirty pounds sterling (GBP£ 30-00) at which time the Publisher shall make payment of the aggregate sum without interest being accrued thereon.

    (d) In the event of the failure of Publisher to deliver statements of account or make the payments of royalties to Owner on the dates provided herein, and the further failure of Publisher thereafter to deliver such statements or make such payments within thirty (30) days after receipt of written demand thereof, Owner shall have the right to terminate this Agreement forthwith by notice in writing, without prejudice to the right of Owner to receive and collect the royalties accrued to Owner.

    (e) An independent chartered certified accountant appointed by Owner shall have the right following at least thirty (30) day's prior written notice and during business hours to inspect all of Publisher's books and records relating to this Agreement and the Composition(s) or its exploitation. Owner shall have the right to make copies of such books and records, as the same may relate to the subject matter hereof. Owner may audit only once a year and only once in connection with any accounting period and not later than one (1) year after delivery of any particular statement.


    8. TERMINATION
    (a) In the event that Publisher shall materially default in the performance of any material obligations or duties of Publisher hereunder and such default shall continue for a period of 30 (thirty) days after receipt by Publisher of notice in writing from Owner alleging such default, Owner shall be entitled to terminate this Agreement with immediate effect thereafter and all rights granted hereunder shall immediately revert to the Owner without further formality.

    (b) Owner will be entitled upon written notice to Publisher to terminate this Agreement if Publisher shall enter into liquidation (other than voluntarily for the purposes of amalgamation or reconstruction) or if Publisher suffers the appointment of a receiver administrative receiver or other official custodian of any of its assets or undertaking or if Publisher ceases active trading as a music publisher and all rights granted hereunder shall immediately revert to the Owner without further formality.

    (c) Publisher will be entitled upon written notice to Owner to terminate this Agreement if reasonable grounds exist to consider the continuance of the Agreement untenable.

    (d) For the avoidance of doubt upon early termination of this Agreement pursuant to the provisions of sub-clause 8(a) and / or sub-clause 8(b) and / or sub-clause 8(c) hereinabove Publisher shall have no further entitlement to collect and receive income hereunder and shall be obliged forthwith to notify all of its sub-publishers and licensees in writing that with effect from such termination date they shall forthwith thereafter account direct to Owner or its appointee in relation to any further income arising from exploitation of the Composition(s) whether or not arising from exploitation taking place during or after the Term.
    All amounts received after the date of cancellation will be regarded as null and void.


    9. ENFORCEMENT
    Owner hereby grants to Publisher for the duration of the Term the exclusive right to enforce and protect all rights in the Composition(s) and the copyright thereof throughout the Licensed Territory.

    Publisher shall notify Owner if it becomes aware of any infringement of the rights in the Composition(s) in the Licensed Territory and Publisher and Owner shall mutually agree any enforcement action to be taken.

    Any recovery obtained by settlement, judgement or otherwise by Publisher shall be divided eighty percent (80%) to Owner and twenty percent (20%) to Publisher after costs and expenses, including reasonable legal fees, shall have been recouped from such recovery.

    If any claims are asserted or proceedings brought against Publisher concerning the Composition, Publisher shall immediately notify Owner of same and forward to Owner copies of any documents giving rise to such claim or proceedings.

    Upon receipt of same, Owner and Publisher shall mutually agree the course of action to be taken SAVE THAT Owner hereby agrees that Owner shall bear all costs incurred by Publisher in connection with such proceedings including without limitation legal costs, settlement costs and the costs of any judgements or court orders awarded against Publisher.

    Nothing contained in this clause shall require Publisher to take any proceedings in respect of the Compositions.

    In the event that Publisher declines to take any such action it shall notify Owner and for the avoidance of doubt Owner shall be entitled to take proceedings in its own name and at its own cost and to retain any monies recovered from such proceedings.


    10. MISCELLANEOUS
    No sub-publishing arrangements can be considered where the total number of represented titles is less than fifty (50) and / or there are less than five distinct and separate artistes/band/acts represented by the Owner.

    (a) Publisher shall have the right to assign or transfer this Agreement to any associated company or company acquiring all or part of Publisher´s assets or to any entity which it owns or controls. For the avoidance of doubt Owner hereby confirms that Publisher may license the rights granted to it hereunder to its sub-publishers in the Licensed Territory.

    (b) This Agreement shall be binding upon the respective parties, their successors and assigns, and shall be governed by and interpreted in accordance with the laws of England and Wales whose courts shall be the sole courts of competent jurisdiction.

    (c) A waiver by either party of any term or condition of this Agreement in a particular instance shall not be deemed or construed to be a waiver of such term or condition for the future. This Agreement shall not be modified except by written instrument signed by both parties.

    (d) Nothing herein contained shall be construed as a partnership or joint venture between the parties hereto.

    (e) Pursuant to section 1(2)(a) of the Contracts (Right of Third Parties) Act 1999 the parties intend that no term of this Agreement may be enforced by a Third Party (as that term is defined in the aforesaid Act).

    (f) If any court of competent jurisdiction holds any provision of this Agreement invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect so as to leave the validity of the other provisions of this Agreement intact.

    (g) Neither party will be liable for any failure to meet its obligations under this Agreement (except for any monies due and owing) as a result of a Force Majeure event and each of the parties agrees to give the other immediate notice of a Force Majeure event containing full details of the problem.
    If a Force Majeure event continues for a consecutive period of 14 (fourteen) days then both parties will discuss ways in which to alleviate the problem.
    If no solution can be found to both parties´ reasonable satisfaction, then either party may immediately terminate this Agreement on giving written notice to the other party.
    Neither party will have any liability to the other in respect of the termination of this Agreement as a result of Force Majeure.
    For the purposes of the Agreement "Force Majeure" shall mean circumstances beyond the reasonable control of a party including without limitation, acts of God, fire, flood, war, insurrection or civil disorder, requirements imposed by or pursuant to government regulation, or civil or military authorities or network operator or network acts and/or omissions.

    (h) Individual ePublishing Contracts will be issued to all listed songwriters within the Bands / Acts registered by the Owner for administrative purposes.

    (i) Owner confirms and acknowledges that Publisher has advised Owner to take independent legal advice from a solicitor experienced in the music industry on the terms and conditions of this Agreement.


    11. SIGNATURES
    IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the date indicated above.

    SIGNED BY:

    FOR AND ON BEHALF OF
    YOUR PUBLISHING COMPANY

    SIGNED BY:

    FOR AND ON BEHALF OF
    Maori Music Publishing
    PRS For Music CAE / IPI : 159804347

    Maori Music Publishing

    With us you're a name, not a number!

    Maori Music Publishing
    Confidential Records
    Cadmanlane Studio

    Maori Music Publishing UK Ltd
    Bus. Reg. No.: 7793627
    PRS For Music : 159804347
    MCPS : 159804347
    PPL : 102463585
    SoundExchange : SOUN13E 16265
    Music Reports : MD52003