CO-PUBLISHING AGREEMENT
Annexed hereto and made part hereof of, THIS AGREEMENT made this day
of 1997, by and between Wall Street Records, Inc. or it's designee, 0000
XxXxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 (hereinafter referred to as
"COMPANY") and Xxxxx Xxxxxxxx, p/k/a El-Drex, (hereinafter referred to as
"ARTIST";
WITNESSETH
WHEREAS, it is the intention of COMPANY and ARTIST that they shall jointly
own, in equal shares, the musical compositions (hereinafter collectively
referred to as the "COMPOSITION") listed or described below, so that fifty
percent (50%) of the entire worldwide right, title and interest, including the
copyright, the right to copyright and the renewal right, in and to the
COMPOSITION shall be owned by COMPANY and fifty percent (50%) thereof shall be
owned by ARTIST:
WHEREAS, the COMPOSITION has been or shall be registered for copyright in
the names of COMPANY and ARTIST in the Copyright Office of the United States of
America;
NOW, THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged by each party hereto, it is agreed as follows:
1. a. COMPANY and ARTIST shall joint1y own the COMPOSITION, in equal
shares including all of the worldwide right, title and interest, including the
copyrights, the right to copyright and the renewal rights, therein and thereto.
b. The term herein shall be co-extensive with the term of the Exclusive
Production/Recording Agreement and/or Distribution Agreement entered into by
COMPANY. The rights granted to COMPANY in this Exhibit "A" shall extend for the
entire term of copyright in each of the Assigned Compositions in each country of
the world, together with all extensions and renewals thereof; the derogate from
the rights granted to COMPANY in those Assigned Compositions assigned to COMPANY
prior to the date of such expiration or termination.
2. The COMPOSITION shall be registered for copyright by COMPANY in the
names of COMPANY and ARTIST in the office of the Register of Copyrights of the
United States of America and COMPANY shall take all reasonable measures to
protect the copyright in the COMPOSITION in those territories which are
signatories to the Universal Copyright Convention. If the COMPOSITION has
heretofore been registered for copyright in the name of ARTIST, ARTIST shall
simultaneously herewith deliver to COMPANY an assignment of a one-half interest
therein, in form acceptable to COMPANY.
3. COMPANY shall have the sole and exclusive right to administer and
exploit the COMPOSITION, to print, publish, sell, use and license the use of the
COMPOSITION throughout the world, and to execute in its own name any and all
licenses and agreements affecting or respecting the COMPOSITION, including but
not limited to licenses for mechanical reproduction, public performance,
synchronization uses, subpublication, merchandising, and advertising and to
assign or license such rights to others. This statement of exclusive rights is
only in clarification and amplification of the rights of COMPANY hereunder and
not in limitation thereof.
4. COMPANY shall be entitled to receive and collect and shall receive and
collect all gross receipts derived from the COMPOSITION. "Gross receipts", as
used herein, shall mean any and all revenue, income and sums derived from the
COMPOSITION from any and all sources whatsoever.
5. COMPANY shall pay to ARTIST fifty percent (50%) of the net income
actually received and derived by COMPANY from the COMPOSITION. "Net income", as
used herein, shall mean the gross receipts derived by COMPANY from the
COMPOSITION, less the following:
(a) A sum equal to ten percent (10%) of the Gross Receipts as an
administration charge for overhead;
(b) Royalties and other sums which are paid by COMPANY to the
composers and writers of the COMPOSITION pursuant to the provisions of the
songwriter's agreements between ARTIST and such composers and writers (a copy of
which is attached hereto as Exhibit "A") or which, at COMPANY's election, are
paid by COMPANY to ARTIST, in trust, for payment over by ARTIST to such
composers and writers pursuant to the provisions of said songwriter's
agreements;
(c) Collection or other fees customarily and actually charged by
or any other collection agent which may be used by
COMPANY;
(d) Actual, out-of-pocket administrative and exploitation expenses of
COMPANY with respect to the COMPOSITION for registration fees, advertising and
promotion expenses directly related to the COMPOSITION, the costs of
transcribing for lead sheets, and the costs of producing demonstration records;
(e) Attorneys' fees directly related to the defense of claims
respecting the COMPOSITION incurred by COMPANY;
(f) The costs of printing, engraving, arranging and editing printed
editions of the COMPOSITION incurred by COMPANY.
6. The performing rights in the COMPOSITION, to the extent permitted by
law, shall be assigned to and licensed by The American Society of Composers,
Authors and Publishers (ASCAP). ASCAP shall be and hereby is authorized to
collect and receive all monies earned from the public performance of the
COMPOSITION and to pay directly to COMPANY one hundred percent (100%) of the
amount allocated by ASCAP as the publisher's share of public performance fees.
7. Mechanical royalties for the COMPOSITION for the United States and
Canada shall be collectible by or any other collection agent which may be
designated by COMPANY, provided however, that COMPANY shall, in the case of any
record company affiliated with COMPANY, issue the mechanical licenses directly
to said record company at the then current statutory rate and collect mechanical
royalties directly therefrom in which case there shall be no collection fees as
referred to in paragraph 5(c).
8. Statements as to monies payable hereunder shall be sent by COMPANY to
ARTIST semi-annually within ninety (90) days after the end of each semi-annual
calendar period. Statements shall be accompanied by appropriate payments. ARTIST
shall be deemed to have consented to all royalty statements and other accounts
rendered by COMPANY to ARTIST, and said statements and other accounts shall be
binding upon ARTIST and not subject to any objection for any reason, unless
specific objection in writing, setting forth the basis thereof, is given by
ARTIST to COMPANY within two (2) years from the date rendered. ARTIST or a
certified public accountant in its behalf may, at reasonable intervals, examine
the books of COMPANY pertaining to the C0MPOSITION during the COMPANY's normal
business hours and upon ten (10) days written notice.
9. Each party hereto shall give the other the equal benefits of any
warranties or representations which it obtained or shall obtain under any
agreements affect the COMPOSITION.
10. COMPANY shall have the sole right to prosecute, defend, settle and
compromise all suits,
claims, and actions respecting the COMPOSITION, and generally to do and perform
all things necessary concerning the same and the copyrights therein, to prevent
and restrain the infringement of copyrights or other rights with respect to the
COMPOSITION. In the event of the recovery by COMPANY of any monies as a result
of a judgement or settlement, such monies, less an amount equal to the expense
of obtaining said monies, including counsel fees, shall be deemed additional
gross receipts hereunder. ARTIST shall have the right to provide counsel for
itself, but at its own expense, to assist in any such manner. COMPANY will not
settle any claim respecting the COMPOSITION without ARTIST's consent, which
consent shall not be unreasonable withheld.
11. The rights of the parties hereto in and to the COMPOSITION shall extend
for the term of the copyright of the COMPOSITION and of any derivative
copyrights therein in the United States of America and throughout the rest of
the world and for the terms of any renewals or extensions thereof in the United
States of America and throughout the rest of the world.
12. This Agreement sets forth the entire understanding between the parties,
and cannot be changed, modified or cancelled except by an instrument signed by
the party sought to be bound. This Agreement shall be governed by and construed
under the laws of the Commonwealth of Pennsylvania applicable to Agreements
wholly performed therein.
13. ARTIST hereby warrants and represents that it has the right to enter
into this Agreement and to grant to COMPANY all of the rights granted herein,
and that the exercise by COMPANY of any and all of the rights granted to COMPANY
in this Agreement will not violate or infringe upon any common law or statutory
rights of any person, firm or corporation, including, without limitation,
contractual rights, copyrights and rights of privacy. The rights granted herein
are free and clear of any claims, demands, liens or encumbrances. ARTIST agrees
to and does hereby indemnify, save and hold COMPANY, its assigns, licensees, and
its and their directors, officers, shareholders, agents and employees harmless
from any and all liabilities, claims, demands, loss and damage (including
attorneys fees and court costs) arising out of or connected with any claim by a
third party which is consistent with any of the Warranties, representations,
covenants, or agreements made by ARTIST herein and ARTIST agrees to reimburse
COMPANY, on demand, for any payment made by COMPANY at any time after the date
hereof with respect to any liability or claim to which the foregoing indemnity
applies. Pending the determination of any such claim, COMPANY may withhold
payment of royalties or other monies hereunder, provided that all amounts so
withheld are reasonably related to the amount of said claim and the estimated
attorneys' fees in connection therewith, and provided further that ARTIST shall
have the right to post a bond in an amount reasonably satisfactory to COMPANY by
a bonding company reasonably satisfactory to COMPANY, in which events COMPANY
shall not withhold payments as aforesaid.
14. All notices, statements or other documents which either party shall be
required or shall desire to give to the other hereunder must be in writing and
shall be given by the parties hereto only in one of the following ways:
a. By personal delivery; or
b. By addressing them as indicated below, and by depositing them
postage prepaid, in the United States mail, air-mail if the address is outside
of the Commonwealth in which such notice is deposited.
The addresses of the parties shall be those of which the other party
actually receives written notice and until further notice are:
COMPANY:
Wall Street Records, Inc.
0000 XxXxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
ARTIST:
Xxxxx Xxxxxxxx
A courtesy copy of all mailings should be sent as follows:
Xxxxx X. Xxxxxx, Esq.
Xxxxxxx & Radzius, Chartered
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
15. This Agreement shall not be deemed to give any right or remedy to any
third party whatsoever unless said right or remedy is specifically granted to
such third party by the terms hereof.
16. The parties hereto shall execute any further documents including,
without limitation, assignments of copyrights, and do all acts necessary to
fully effectuate the terms and provisions of this Agreement.
17. COMPANY may enter into subpublishing agreements with, or assign, or
license any of its rights hereunder to, one or more other person, firms or
corporations for any one or more countries of the world. In the event COMPANY
enters into a subpublishing or administration agreement for any country of the
world with a company affiliated with or otherwise related to COMPANY, such
agreement shall be deemed to have been made with an independent third party
provided, that no foreign subpublishing agreement respecting the COMPOSITION
shall be on terms less favorable to COMPANY than what is commonly referred to in
the music publishing industry and a 75/25/10 division of royalties and a
50/50/10 division with respect to so-called foreign cover records. ARTIST
acknowledges that COMPANY has the right to administer and publish compositions
other than the COMPOSITION.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year above set forth.
COMPANY ARTIST
WALL STREET RECORDS, INC. XXXXX XXXXXXXX p/k/a EL-DREX
BY: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxxx
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XXXXXX XXXXXXX, ESQ., PRES. XXXXX XXXXXXXX
Date: 3/17/97 Date: 3/17/97
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