Common use of Transfer of Rights – Assumption Agreement Clause in Contracts

Transfer of Rights – Assumption Agreement. Upon the sale, transfer, assignment, licensing, or other disposition by Employer of any intellectual property rights in music recorded, orchestrated, copied or produced hereunder, the Employer shall not be responsible to the AFM or to any AFM member for any payment thereafter due with respect to the use or exploitation of such transferred right(s) or for a breach or violation of this Video Game/Interactive Media Agreement by such transferee, if the AFM approves the financial responsibility of such transferee in writing (which consent shall not unreasonably be withheld), and if the Employer in its agreement with such transferee has included a provision substantially in the following form: “The undersigned, , (INSERT NAME OF BUYER, LICENSEE, OR OTHER AUTHORIZED TRANSFEREE) herein for convenience referred to as the ‘Buyer,’ hereby agrees with , that (INSERT NAME OF EMPLOYER) (IDENTIFY TITLE, LENGTH AND IDENTIFICATION NUMBER OF EACH RECORDING COVERED) is subject to the AFM Video Game/Interactive Media Agreement (‘Agreement’) specifically negotiated and agreed to between AFM and the Employer dated as of August 1st, 2018. Buyer hereby agrees expressly for the benefit of the AFM and its member musicians affected thereby to make all payments of fees, wages and benefits to or on behalf of musicians as provided in said Agreement and to comply with the provision of said Agreement with respect to the use of recordings, orchestrations, copied parts, as well as required records and reports. Buyer further agrees that these obligations continue even if they transfer their rights all or in part to any other party unless they similarly execute an Assumption Agreement and comply with the notice provision as found in this section.” The Employer agrees to give written notice by mail to the AFM of each assignment of any intellectual property rights in a recording, orchestration, or copied parts that are subject to this AFM Video Game/Interactive Media Agreement within thirty (30) days after the consummation of the assignment. Such notice shall specify the name and address of the assignee and shall also include a copy of the executed Assumption Agreement. The Employer continues to be bound to the terms of this Agreement for all fees, wages or benefits that may be required under this Agreement for any rights that the Employer retains or that return to the Employer at the conclusion of a lease or limited assignment.

Transfer of Rights – Assumption Agreement. Upon Following the sale, transfer, assignment, licensing, or other disposition by Employer of any intellectual property rights in music recordeda Program produced under this Agreement, orchestrated, copied or produced hereunder, the Employer shall not be responsible have no further responsibility to the AFM SAG-AFTRA or to any AFM member Performers for any payment thereafter payments due under this Agreement with respect to the transferee’s use of the Program or exploitation of such transferred right(s) or for a breach or violation of this Video Game/Interactive Media Agreement by such transferee, if the AFM Employer’s agreement with the transferee includes a provision substantially in the form below and SAG-AFTRA approves the financial responsibility of such transferee in writing (which consent shall not be unreasonably be withheld), and if the Employer in its agreement with such transferee has included a provision substantially in the following form: ): “ ” (“The undersigned, , (INSERT NAME OF BUYER, LICENSEE, OR OTHER AUTHORIZED TRANSFEREETransferee”) herein for convenience referred to as the ‘Buyer,’ hereby agrees with , (“Employer”) that (INSERT NAME OF EMPLOYER) (IDENTIFY TITLE, LENGTH AND IDENTIFICATION NUMBER OF EACH RECORDING COVERED) is all Programs covered by this agreement are subject to the AFM Video Game/2023 SAG-AFTRA Independent Interactive Media Agreement Agreement, as may have been amended or supplemented (‘the “Agreement’) specifically negotiated and agreed to between AFM and the Employer dated as of August 1st, 2018”). Buyer Transferee hereby agrees expressly for the benefit of the AFM SAG-AFTRA and its member musicians affected thereby covered Performers: (i) to make all required payments of fees, wages and benefits to or on behalf of musicians as provided in said Agreement the Agreement; (ii) to make all Social Security, withholding, unemployment insurance and disability insurance payments, or any other legally required payments; (iii) to make all appropriate contributions to the SAG-AFTRA Health Plan and AFTRA Retirement Fund required under the Agreement; and (iv) to comply with the provision of said the Agreement and in any agreement between Employer and each Performer with respect to the use of recordingssuch Program, orchestrationsthe creation or use of a Digital Replica, copied partsthe use of photography, as well as movement or soundtrack to train an artificial intelligence system, and required records and reports. Buyer further agrees It is expressly understood and agreed that these obligations continue even if they transfer their the rights of Transferee to use such Program shall be subject to and conditioned upon the prompt payment to the Performers involved of all or compensation as provided in part said Agreement, and SAG-AFTRA, on behalf of the Performers involved, shall be entitled to any other party unless they similarly execute an Assumption Agreement and comply with injunctive relief in the notice provision as found in this sectionevent such payments are not made.” The Employer agrees to give written notice by mail to the AFM SAG-AFTRA (email sufficient if to (xxxxxxxxxxx@xxxxxxxx.xxx / xxxxxxxxx@xxxxxxxx.xxx) of each sale, transfer, assignment or other disposition of any intellectual property rights in a recording, orchestration, or copied parts that are subject to Program produced under this AFM Video Game/Interactive Media Agreement within thirty (30) days after the consummation of the assignmentits effective date. Such The notice shall specify provide the name and address of of, and a designated contact for, the assignee and shall also include a copy of the executed Assumption Agreement. The Employer continues to be bound to the terms of this Agreement for all feespurchaser, wages transferee or benefits that may be required under this Agreement for any rights that the Employer retains or that return to the Employer at the conclusion of a lease or limited assignmentassignee.

Transfer of Rights – Assumption Agreement. Upon the sale, transfer, assignment, licensing, or other disposition by Employer of any intellectual property rights in music recorded, orchestrated, copied or produced hereunder, the Employer shall not be responsible to the AFM or to any AFM member for any payment thereafter due with respect to the use or exploitation of such transferred right(s) or for a breach or violation of this Video Game/Interactive Media Agreement by such transferee, if the AFM approves the financial responsibility of such transferee in writing (which consent shall not unreasonably be withheld), and if the Employer in its agreement with such transferee has included a provision substantially in the following form: “The undersigned, , (INSERT NAME OF BUYERXXXXX, LICENSEEXXXXXXXX, OR OTHER AUTHORIZED TRANSFEREE) herein for convenience referred to as the ‘Buyer,’ hereby agrees with , that (INSERT NAME OF EMPLOYER) (IDENTIFY TITLE, LENGTH AND IDENTIFICATION NUMBER OF EACH RECORDING COVERED) is subject to the AFM Video Game/Interactive Media Agreement (‘Agreement’) specifically negotiated and agreed to between AFM and the Employer dated as of August 1st, 2018. Buyer Xxxxx hereby agrees expressly for the benefit of the AFM and its member musicians affected thereby to make all payments of fees, wages and benefits to or on behalf of musicians as provided in said Agreement and to comply with the provision of said Agreement with respect to the use of recordings, orchestrations, copied parts, as well as required records and reports. Buyer Xxxxx further agrees that these obligations continue even if they transfer their rights all or in part to any other party unless they similarly execute an Assumption Agreement and comply with the notice provision as found in this section.” The Employer agrees to give written notice by mail to the AFM of each assignment of any intellectual property rights in a recording, orchestration, or copied parts that are subject to this AFM Video Game/Interactive Media Agreement within thirty (30) days after the consummation of the assignment. Such notice shall specify the name and address of the assignee and shall also include a copy of the executed Assumption Agreement. The Employer continues to be bound to the terms of this Agreement for all fees, wages or benefits that may be required under this Agreement for any rights that the Employer retains or that return to the Employer at the conclusion of a lease or limited assignment.

Transfer of Rights – Assumption Agreement. Upon the sale, transfer, assignment, licensing, assignment or other disposition by Employer of any intellectual property rights in music recorded, orchestrated, copied or Program produced by it hereunder, the Employer shall not be responsible to the AFM AFTRA or to any AFM member AFTRA members for any payment payments thereafter due with respect to the use or exploitation of such transferred right(s) Programs or for a breach or violation of this Video Game/Interactive Media Agreement by such transferee, if the AFM AFTRA approves the financial responsibility of such transferee in writing (which consent shall not be unreasonably be withheld), and if the Employer in its agreement with such transferee has included a provision substantially in the following form: “ ” (“The undersigned, , (INSERT NAME OF BUYER, LICENSEE, OR OTHER AUTHORIZED TRANSFEREETransferee”) herein for convenience referred to as the ‘Buyer,’ hereby xxxxxx agrees with , (“Employer”) that (INSERT NAME OF EMPLOYER) (IDENTIFY TITLE, LENGTH AND IDENTIFICATION NUMBER OF EACH RECORDING COVERED) is all Programs covered by this agreement are subject to the AFM Video Game/2011-2014 AFTRA Interactive Media Agreement (‘Agreement’) specifically negotiated and agreed to between AFM and the Employer dated as of August 1st, 2018. Buyer Transferee hereby agrees expressly for the benefit of the AFM AFTRA and its member musicians members affected thereby to make all payments of fees, wages and benefits to or on behalf of musicians fees as provided in said Agreement and all Social Security, withholding, unemployment insurance and disability insurance payments and all appropriate contributions to the AFTRA H&R Funds required under the provisions of said Agreement with respect to any and all such payments and to comply with the provision of said Agreement with respect to the use of recordings, orchestrations, copied parts, as well as such Program and required records and reports. Buyer further agrees It is expressly understood and agreed that these obligations continue even if they transfer their the rights of Transferee to use such Program shall be subject to and conditioned upon the prompt payment to the Performers involved of all or compensation as provided in part said Agreement, and AFTRA, on behalf of the Performers involved, shall be entitled to any other party unless they similarly execute an Assumption Agreement and comply with injunctive relief in the notice provision as found in this sectionevent such payments are not made.” The Employer agrees to give written notice by mail to the AFM AFTRA of each sale, transfer, assignment or other disposition of any intellectual property rights in a recording, orchestration, or copied parts that are Program which is subject to this AFM Video Game/Interactive Media Agreement within thirty (30) days after the consummation of the assignment. Such each sale, etc., and such notice shall specify the name and address of the assignee and shall also include a copy of the executed Assumption Agreement. The Employer continues to be bound to the terms of this Agreement for all feespurchaser, wages transferee or benefits that may be required under this Agreement for any rights that the Employer retains or that return to the Employer at the conclusion of a lease or limited assignmentassignee.

Transfer of Rights – Assumption Agreement. A. Upon the sale, transfer, assignment, licensing, assignment or other disposition by Employer Producer of any intellectual property rights in music recorded, orchestrated, copied or commercials produced by it hereunder, the Employer Producer shall not be responsible to the AFM Union or to any AFM member Union members for any payment payments thereafter due with respect to the use or exploitation of such transferred right(s) commercials or for a breach or violation of this Video Game/Interactive Media Agreement Contract by such transferee, if the AFM Union approves the financial responsibility of such transferee in writing (which consent shall not unreasonably be withheld), and if the Employer Producer in its agreement with such transferee has included a provision substantially in the following form: “The undersignedSCREEN ACTORS GUILD Television Commercials Transfer of Rights — Assumption Agreement TRANSFEROR: TRANSFEREE: (Company Name) (Company Name) (Address) (Address) (City, State, Zip) (INSERT NAME OF BUYERCity, LICENSEEState, OR OTHER AUTHORIZED TRANSFEREEZip) herein for convenience referred to as the ‘Buyer,’ This agreement is effective . Transferee hereby agrees with , Transferor that all television commercials covered by this agreement (INSERT NAME OF EMPLOYERlisted below*) (IDENTIFY TITLE, LENGTH AND IDENTIFICATION NUMBER OF EACH RECORDING COVERED) is are subject to the AFM Video Game/Interactive Media Agreement (‘Agreement’) specifically negotiated and agreed to between AFM and Screen Actors Guild Commercials Contract under which the Employer dated as of August 1st, 2018commercials were produced. Buyer Transferee hereby agrees expressly for the benefit of the AFM Screen Actors Guild and its member musicians members affected thereby to make all payments of fees, wages holding fees and benefits to or on behalf of musicians use fees as provided in said Agreement Contract and all social security, withholding, unemployment insurance and disability insurance payments and all appropriate contributions to the Screen Actors Guild-Producers Pension and Health Plans required under the provisions of said Contract with respect to any and all such payments and to comply with the provision provisions of said Agreement Contract, including specifically the arbitration provisions and procedures contained therein, with respect to the use of recordings, orchestrations, copied parts, as well as such television commercials and required records and reports. Buyer further agrees It is expressly understood and agreed that these obligations continue even if they transfer their the rights of Transferee to telecast such television commercials shall be subject to and conditioned upon the prompt payment to the performers involved of all compensation as provided in said Contract and the Guild, on behalf of the performers involved, shall be entitled to injunctive relief in the event such payments are not made. In the event of a subsequent transfer, assignment, sale or in part to other disposition by Transferee of any other party unless they similarly execute an Assumption Agreement and comply with the notice provision as found in commercials covered by this section.” The Employer agreement, Transferee agrees to give written notice notice, by mail mail, to the AFM Guild of each assignment of any intellectual property rights in a recordingsuch subsequent transfer, orchestration, or copied parts that are subject to this AFM Video Game/Interactive Media Agreement etc. within thirty (30) 30 days after the consummation of the assignment. Such thereof, and such notice shall specify the name and address of the transferee, assignee and or purchaser. Transferee shall also include deliver to the Guild a copy of the executed Assumption Agreementagreement with the transferee, assignee or purchaser, which agreement shall be in substantially the same form as this agreement. The Employer continues to be bound to the terms *COMMERCIALS COVERED BY THIS AGREEMENT: TITLE AND I.D. NUMBER PRODUCT SESSION DATE (List all other commercials on reverse side of this Agreement for all fees, wages or benefits that may be required under this Agreement for any rights that the Employer retains or that return form) (Company Name of Transferor) (Company Name of Transferee) (Signature of Officer) (Signature of Officer) (Type Officer’s Name and Title) DATE: DATE: (Type Officer’s Name and Title) FINANCIAL INFORMATION: (Needed only if Transferee is not signatory to the Employer at the conclusion of a lease or limited assignment.SAG Commercials Contract) Transferee’s Bank: Name Address: Phone: Staff Referral: Branch: Fax: Acct. #: APPROVED FOR SCREEN ACTORS GUILD BY: DATE: