10.10 Music Publishing Agreement - Xxxxxxx Xxxxxxxx
SKREEM ENTERTAINMENT CORP.
00000 Xxxxxxxxx Xx.
Xxxxxxx, Xxxxxxx 00000
MUSIC PUBLISHING AGREEMENT
AGREEMENT made this 1st day of March, 2004 by and between Xxxxxxx Xxxxxxxx,
individually (hereinafter referred to as "Writer"), and SKREEM Entertainment
Corp., a Nevada Corporation (hereinafter referred to as "Publisher").
For and in consideration of the mutual covenants herein set forth, the
parties hereby agree as follows:
1. ENGAGEMENT: Publisher hereby engages Writer to render Writer's
exclusive
services as songwriters and composers and otherwise as may hereinafter be set
forth. Writer hereby accepts such engagement and agree to render such services
exclusively for Publisher during the term hereof, upon the terms and conditions
set forth herein.
2. TERM: The term of this agreement shall commence as of the date
hereof and shall be coterminous with a certain "Exclusive Artist Recording
Agreement" between Writer and Publisher date March 1, 2004, subject to the terms
and conditions herein contained.
3. GRANT OF RIGHTS: Writer hereby irrevocably and absolutely assign,
convey, and grant to Publisher, its successors and assigns (a) all rights and
interests of every kind, nature and description in and to all original musical
compositions and all original arrangements of musical compositions in the public
domain which have been written, composed or created by Writer, in whole or in
part, alone or in collaboration with others, prior to and during the term of
this agreement, including but not limited to the titles, lyrics and music
thereof and all world-wide copyrights and renewals and extensions thereof under
any present or future laws throughout the world, to the extent any of the
foregoing shall not heretofore have been conveyed by Writer to an unrelated
third party; and (b) all rights and interest of every kind, nature and
description in and to the results and proceeds of Writer's services hereunder,
including but not limited to the arrangements of musical compositions in the
public domain and all worldwide copyrights and renewals and extension thereof
under any present or future laws throughout the world, which shall be written,
composed or created by Writer during the term hereof, in whole or in part, alone
or in collaboration with others; and (c) all rights and interest of every kind,
nature and description in and to all original musical compositions and all
original arrangements of musical compositions in the public domain which are now
directly or indirectly owned or controlled by Writer, in whole or in part, alone
or with others, or the direct or indirect ownership or control of which shall be
acquired by Writer during the term hereof, in whole or in part, alone or with
others, as the employer or transferee of the writers or composers thereof or
otherwise, including the titles, lyrics and music thereof and all world-wide
copyrights and renewals and extensions thereof under any present or future laws
throughout the world; all of which musical compositions, arrangements, rights
and interest Writer hereby warrants and represents are and shall at all times be
Publisher's exclusive property as the sole owner thereof, free from any adverse
claims or rights therein by an other party (all such musical compositions and
arrangements hereinafter being referred to as "Compositions.")
1.
Without limiting the generality of the foregoing, Writer acknowledges
that the rights and interests hereinabove set forth include Writer's irrevocable
grant to Publisher, its successors and assigns, of the sole and exclusive right,
license, privilege and authority throughout the entire world with respect to all
Compositions, whether now in existence or whether created during the term
hereof, as follows:
(a) To perform and license others to perform the Compositions publicly
or privately, for profit or otherwise, by means of public or private
performance, radio broadcast, television, or any and all other means of media,
whether now known or hereafter conceived or developed.
(b) To substitute a new title or titles for the Compositions or any of
them and to make any arrangement, adaptations, translation, dramatization or
transposition of any or all of the Compositions or of the titles, lyrics or
music thereof, in whole or in part, and in connection with any other musical,
literary or dramatic material, and to add new lyrics to the music of any
Compositions or new music to the lyrics of any Compositions, all of which
Publisher may deem necessary or desirable in its best business judgment.
(c) To secure copyright registration and protection of the Compositions
in Publisher's name or otherwise, as Publisher may desire, at Publisher's own
cost and expense, and at Publisher's election, including any and all renewals
and extensions of copyright under any present or future laws throughout the
world, and to have and to hold said copyrights, renewals and extensions and all
rights existing there under, for and during the full term of all said copyrights
and all renewals and extensions and all rights existing there under, for and
during the full term of all said copyrights and all renewals and extensions
thereof.
(d) To make or cause to be made, and to license others to make, master
records, transcriptions, soundtracks, pressings and any other mechanical,
electrical or other reproductions of the Compositions, in whole or in part, in
such form or manner and as frequently as Publisher shall determine, including
the right to synchronize the Compositions with sound motion pictures and to use,
manufacture, advertise, license or sell such reproductions for any and all
purposes, including, without limitation private and public performances, radio
broadcast, television, sound motion pictures, wired radio, phonograph records
and any and all other means or devices, whether now known or hereafter conceived
or developed.
(e) To print, publish and sell, and to license others to print, publish
and sell, sheet music, orchestrations, arrangements and other editions of the
Compositions in all forms, including, without limitation, the inclusion of any
or all of the Compositions in song folios, compilations, song books, mixed
folios, personality folios and lyric magazines with or without music.
(f) To exploit any and all other rights now or hereafter existing in
all Compositions under and by virtue of any common law rights and all copyrights
and renewals and extension thereof including (the grand rights and) so-called
small performance rights. Writer grants to Publisher, without any compensation
other than as specified herein, the perpetual right to use and publish and to
permit others to use and publish Writer's name (including any professional name
heretofore or hereafter adopted by Writer), Writer's photograph or other
likeness, or any reproduction or simulation thereof, and biographical material
concerning Writer, and the titles of any and all of the Compositions, in
connection with the printing, sale, advertising, performance, distribution and
other exploitation of the Compositions, and for any other purpose
2.
related to the business of Publisher, its affiliated and related companies, or
to refrain there from. This right shall be exclusive during the term hereof and
non-exclusive thereafter. Writer shall not authorize or permit the use of
Writer's name or likeness, or any reproduction or simulation thereof, or
biographical material concerning Writer, for or in connection with any musical
compositions, other than by or for Publisher. Writer grants Publishers the right
to refer to Writer as Publisher's "Exclusive Songwriter and Composer" or to use
any other similar and appropriate appellation, during the term hereof.
4. EXCLUSIVITY: During the term of this Agreement, Writer shall not
write or compose, or furnish or convey, any musical compositions, titles, lyrics
or music, or any rights or interest therein, nor participate in any manner with
regard to same, for or to any party other than Publisher, nor the use of his
name or likeness as the writer or co-writer of any musical composition by any
part other than Publisher.
5. WRITER'S WARRANTIES, REPRESENTATIONS, COVENANTS AND AGREEMENTS:
Writer hereby warrants, represents, covenants and agrees as follows: Writer has
the full right, power and authority to enter in to and perform this Agreement
and to grant to and vest in Publisher all rights herein set forth, free and
clear of any land all claims, rights and obligations whatsoever; all of the
Compositions and all other results and proceeds of the services of Writer
hereunder, including all of the titles, lyrics and music of the Compositions and
each and every part thereof, delivered and to be delivered by Writer hereunder
are and shall be new and original and capable of copyright protection throughout
the entire world; no Composition shall, either in whole or in part, be an
imitation or copy of, or infringe upon, any other material, or violate or
infringe upon any common law or statutory rights of any party, including,
without limitation, contractual rights, copyrights and rights of privacy; and
Writer has not sold, assigned, leased, licensed or in any other way disposed of
or encumbered any Compositions, in whole or in part, or any rights herein
granted to Publisher, nor shall Writer sell, assign, lease, license or in any
other way dispose of or encumber any of the Compositions, in whole or in part,
or any of said rights, except under the terms and conditions hereof.
6. POWER OF ATTORNEY: Writer hereby irrevocably constitutes,
authorizes, empowers and appoints Publisher, or any of its officers, Writer's
true and lawful attorney (with full power of substitution and delegation), in
Writer's name, and in Writer's place and stead, or in Publisher's name, to take
and do such action, and to make, sign, execute, acknowledge and deliver any and
all instruments or documents, which Publisher from time to time may deem
desirable or necessary to vest in Publisher, its successors and assigns, all of
the rights or interests granted by Writer hereunder, including, without
limitation, such documents as Publisher shall deem desirable or necessary to
secure to Publisher, its successors and assigns, the worldwide copyrights for
all Compositions for the entire term of copyright and for any and all renewals
and extensions under any present or future laws throughout the world.
Notwithstanding the foregoing, Writer acknowledges that he (or she) is
Publisher's employee for hire and that all Compositions are and shall be works
made for hire and that publisher is accordingly the author of all Compositions
for all purposes of the 1909 or 1976 Copyright Law or any succeeding Copyright
Law.
7. COMPENSATION: Provided that Writer shall duly perform the terms,
covenants and conditions of this Agreement, Publisher shall pay Writer, for the
services to be rendered by Writer hereunder and for the rights acquired and to
be acquired by Publisher hereunder, the following compensation based on the
Compositions:
3.
(a) Five cents ($.05) per copy for each copy of sheet music in standard
piano/vocal notation and each dance orchestrations printed, published and sold
in the United States and Canada by Publisher or its licensees, for which payment
shall have been received by Publisher, after deduction of returns.
(b) Ten percent (10%) of the wholesale selling price of each printed
copy of each other arrangement and edition printed, published and sold in the
United States and Canada by Publisher or its licensees, for which payment shall
have been received by Publisher, after deduction of returns, except that in the
event that any Compositions shall be used or caused to be used, in whole or in
part, in conjunction with one or more other musical compositions in a folio,
compilation, song book or other publication. Writer shall be entitled to receive
that (proportion of the foregoing royalty which the number of Compositions
contained therein shall bear to the total number of musical compositions
therein.
(c) Fifty percent (50%) of any and all net sums actually received (less
any costs for collection) by Publisher in the United States from the
exploitation in the United States and Canada by licensees of mechanical rights,
(grand rights) electrical transcription and reproduction rights, motion picture
and television synchronization rights, dramatization rights and all other rights
therein (except print rights, which are covered in (a) and (b) above, and public
performance rights, which are covered in (d) below), whether or not such
licensees are affiliated with, owned in whole or in part by, or controlled by
Publisher.
(d) Writer shall receive his or her public performance royalties
throughout the world directly from the performing rights society with which
he/she is affiliated, and shall have no claim whatsoever against Publisher for
any royalties received by Publisher from any performing rights society which
makes payment directly (or indirectly other than through Publisher) to writers,
authors and composers. If, however, Publisher receives Publisher's share of
performance income directly and such income shall not be collected by Writer's
public performance society, Publisher shall pay to Writer fifty percent (50%) of
all such net sums which are received by Publisher in the United States from the
exploitation of such rights in the Compositions, through-out the world.
(e) Fifty percent (50%) of any and all net sums, after deduction of
foreign taxes, actually received (less any costs for collection) by Publisher in
the United States from the exploitation of the Compositions in countries outside
of the United States and Canada (other than public performance royalties, which
are covered in (d) above), whether from collection agents, licensees,
sub-publishers or others, and whether or not same are affiliated with, owned in
whole or in part by, or controlled by Publisher.
(f) Publisher shall not be required to pay any royalties on
professional or complimentary printed copies or records or on printed copies or
records, which are distributed gratuitously to performing artists, orchestra
leaders and disc jockeys or for advertising, promotional or exploitation
purposes. Furthermore, no royalties shall be payable to Writer on consigned
copies unless paid for, and not until such time as an accounting therefore can
properly be made.
(g) Royalties as hereinabove specified shall be payable solely to
Writer in instances where Writer are the sole authors of a Composition,
including the lyrics and music thereof.
4.
However, in the event that one or more other songwriters are authors together
with Writer of any Composition (including songwriters employed by Publisher to
add, change or translate the lyrics or to revise or change the music), the
foregoing royalties shall be divided equally among Writer and the other
songwriters unless another division of royalties shall be agreed upon in writing
between the parties concerned and timely written notice of such division is
submitted to Publisher prior to Payment.
(h) Except as herein expressly provided, no other royalties or monies
shall be paid to Writer for the services provided and rights granted hereunder.
(i) Writer agrees and acknowledges that Publisher shall have the right
to withhold from the royalties payable to Writer hereunder such amount, if any,
as may be required under the provision of all applicable Federal, State, and
other tax laws, and regulations, and Writer agrees to execute such forms and
other documents as may be required in connection therewith.
(j) In no event shall Writer be entitled to share in any advance
payments, guarantee payments or minimum royalty payments which Publisher shall
receive in connection with any sub publishing agreement, collection agreement,
licensing agreement of other agreement covering the Compositions or any of them.
8. ACCOUNTING: Publisher shall compute the royalties earned by Writer
pursuant to this Agreement and pursuant to any other agreement between Writer
and Publisher or its affiliates, whether now in existence or entered into at any
time subsequent hereto, on or before March 31st for the semiannual period ending
the preceding December 31st and on or before September 30th for the semiannual
period ending the preceding June 30th, and shall thereupon subject to Writer the
royalty statement for each such period together with the net amount of
royalties, if any, which shall be payable after deducting any and all
un-recouped advances and chargeable costs under this Agreement or any such other
agreement. Each statement submitted by Publisher to Writer shall be binding upon
Writer and not subject to any objection by Writer for any reason unless specific
written objection, stating the basis thereof, is sent by Writer to Publisher
within two (2) years after the date said statement is submitted. Writer or a
certified public accountant in Writer's behalf may, at Writer's expense, at
reasonable intervals (but not more frequent than once each year), examine
Publisher's books insofar as same concern Writer, during Publisher's usual
business hours and upon reasonable notice, for the purpose of verifying the
accuracy of any statement submitted to Writer hereunder. Publisher's books
relating to activities during any accounting period may only be examined as
aforesaid during the two (2) year period following service by Publisher of the
statement for said accounting period.
9. COLLABORATION: Whenever Writer shall collaborate with any other
person in the creation of a Composition, the Composition shall be subject to the
terms and conditions of this Agreement, and Writer warrants, represents and
agrees that prior to such collaboration Writer shall advise such other person of
this exclusive Agreement and shall further advise such other person that all
Compositions so created must be published and owned by Publisher. In the event
of any such collaboration, Writer shall notify Publisher of the nature and
extent of such other person's contribution to the Composition, and Writer shall
cause such other person to execute a separate songwriter's agreement with
Publisher covering the Composition, which agreement shall set forth the division
of the songwriter's royalties between Writer and such other person, and
Publisher shall make payment accordingly.
5.
10. SEPARATE AGREEMENTS: If Publisher so desires, Publisher may request
Writer to execute a separate agreement in Publisher's customary forms with
respect to each Composition hereunder. Upon such request, Writer shall promptly
execute and deliver such separate agreement, and upon Writer's failure to do so,
Publisher shall have the right, pursuant to the terms and conditions hereof, to
execute such separate agreement in behalf of Writer. Such separate agreement
shall supplement and not supersede this Agreement. In the event of any conflict
between the provisions of such separate agreement and this Agreement, the
provisions of this Agreement shall govern. The failure of either of the parties
hereto to execute such separate agreement, whether such execution is requested
by Publisher or not, shall not affect the rights of each of the parties
hereunder, including but not limited to the rights of Publisher to all of the
Compositions written, composed or acquired by Writer during the term hereof.
11. WRITER'S SERVICES:
(a) Writer shall perform their required services hereunder
conscientiously, and solely and exclusively for and as requested by Publisher.
Writer is "writer for hire" hereunder, and all Compositions are acknowledged by
Writer to be "works made for hire". Writer shall duly comply with all
requirements and request made by Publisher in connection with its business as
set forth herein. Writer shall deliver a manuscript copy or tape copy of each
Composition immediately upon the completion or acquisition of such Composition.
Publisher shall use its reasonable efforts in its best business judgment to
exploit all Compositions hereunder, but Publisher's failure to exploit any or
all of said Compositions shall not be deemed a breach thereof. Publisher at its
sole discretion shall reasonably make studio facilities available for Writer so
that Writer, subject to the supervision and control of Publisher, may produce
demonstration records of the Compositions, and Writer shall have the right to
perform at such recording sessions. Publisher shall also have the right to
produce demonstration records hereunder. Writer shall not incur any expenses for
which Publisher shall be responsible in connection with any demonstration record
session without having obtained Publisher's prior written approval as to the
nature, extent and limit of such expenses. In no event shall Writer incur any
expense whatsoever on behalf of Publisher without having received prior written
authorization from Publisher. Writer shall not be entitled to any compensation
(except for such compensation as is otherwise provided for herein) with respect
to services rendered in connection with any such demonstration record sessions.
Publisher may, in its discretion, advance the costs for the production of
demonstration records, subject to the foregoing, and one hundred percent (100%)
of such costs shall be deemed additional advances to Writer hereunder and shall
be recouped by Publisher from royalties payable to Writer by Publisher under
this Agreement or any other agreement between Writer and Publisher or its
affiliates. All recordings and reproductions made at demonstration record
sessions hereunder shall become the sole and exclusive property of Publisher,
free of any claims whatsoever by Writer or any person deriving any rights from
Writer.
(b) Writer shall, from time to time, at Publisher's reasonable request,
and whenever same will not unreasonably interfere with prior professional
engagements of Writer, appear for photography, artwork and other similar
purposes under the direction of Publisher or its duly authorized agent, appear
for interview and other promotional purposes, and confer and consult with
Publisher or its duly authorized agent, appear for interviews and other
promotional purposes, and confer and consult with Publisher regarding Writer's
services hereunder. Writer shall also cooperate with Publisher in promotion,
publicizing and exploiting the Compositions and for any other purpose related to
the business of Publisher. Writer shall not be entitled to any
6.
compensation (other than applicable union scale if appropriate) for rendering
such services, but shall be entitled to reasonable transportation, and living
expenses if such expenses must be incurred in order to render such services.
12. UNIQUE SERVICES: Writer acknowledges that the services to be
rendered by Writer hereunder are of a special, unique, unusual, extraordinary
and intellectual character which gives them a peculiar value, the loss of which
cannot be reasonable or adequately compensated in damages in an action at law,
and that a breach by Writer of any of the provisions of this Agreement will
cause Publisher great and irreparable injury and damage. Writer expressly agrees
that Publisher shall be entitled to the remedies of injunction and other
equitable relief to enforce this Agreement or to prevent a breach of this
Agreement or any provision hereof, which relief shall be in addition to any
other remedies, for damages or otherwise, which may be available to Publisher.
13. ACTIONS: Publisher shall have the exclusive right to take such
action as it deems necessary, either in Writer's name or in its own name or in
both names, against any party to protect all rights and interests acquired by
Publisher's hereunder. Writer shall, cooperate fully with Publisher in any
controversy that may arise or litigation that may be brought concerning
Publisher's rights and interests acquired hereunder. Publisher shall have the
right, in its discretion, to employ attorneys and to institute or defend against
any claim, action or proceeding, whether for infringement of copyright or
otherwise, and to take any other necessary steps to protect the right, title and
interest of Publisher in and to each Composition and , in connection there with,
to settle compromise or in any other manner dispose of any such claim, action or
proceeding and to satisfy or collect on any judgment which may be rendered. If
Publisher shall recover on a judgment or as a result of a settlement with
respect to any claim, action or proceeding for copyright infringement initiated
by Publisher, all of Publisher's expenses in connection there with, including,
without limitation, attorney's fees and other costs, shall first be deducted,
and fifty percent (50%) of the net proceeds shall be credited to Writer's
account.
14. INDEMNITY: Writer hereby indemnifies, saves and holds Publisher,
his or her successors and assigns, harmless from any and all liability, claims,
demands, losses and damages (including counsel fees and court costs) arising out
of or connected with any claim or action by a third party which is inconsistent
with any of the warranties, representations or agreements made by Writer in this
Agreement, and Writer shall reimburse Publisher, on demand, for any loss, cost,
expense or damage to which said indemnity applies. Publisher shall give Writer
prompt written notice of any claim or action covered by said indemnity, and
Writer shall have the right, at Writer's expense, to participate in the defense
of any such claim or action with counsel of Writer's choice. Pending the
disposition of any such claim or action, Publisher shall have the right to
withhold payment of such portion of any monies which may be payable by Publisher
to Writer under this Agreement or under any other agreement between Writer &
Publisher or its affiliates as shall be reasonable related to the amount of the
claim and estimated counsel fees and costs. If Publisher shall settle or
compromise any such claim or action, the foregoing indemnity shall cover only
that portion (if any) of the settlement or compromise which shall have been
approved in writing by Writer, and Writer hereby agrees not unreasonably to
withhold any such approval. Notwithstanding the foregoing, if Writer shall
withhold approval of any settlement or compromise which Publisher is willing to
make upon advice of counsel and in its best business judgment, Writer shall
thereupon deliver to Publisher an indemnity or surety bond, in form satisfactory
to Publisher, which shall cover the amount of the claim and estimated counsel
fees and costs, and if Writer shall fair to deliver such bond within ten (10)
business days, Writer shall be deemed to have approved of said settlement or
compromise.
7.
15. NOTICES: Any written notices which Publisher shall desire to give
to Writer hereunder, and all statements, royalties and other payments which
shall be due to Writer hereunder, shall be addressed to Writer at the addresses
set forth at the beginning of this agreement until Writer shall give Publisher
written notice of a new address. All notices which Writer shall desire to give
to Publisher hereunder shall be addressed to Publisher at the address set forth
at the beginning of this agreement until Publisher shall give Writer written
notice of a new address, and a courtesy copy of all such notices shall also be
given to such representatives as Writer may from time to time designate in
writing. All notices shall either be served by hand (to an officer of Publisher
if Publisher shall be the addressee) or by registered or certified mail, postage
prepaid, or by telegraph, charges prepaid, addressed as aforesaid. The date of
making personal service or of mailing or of depositing, in a telegraph office,
whichever shall be first, shall be deemed the date of service.
16. ENTIRE AGREEMENT: This Agreement supersedes any and all prior
negotiations, understanding and agreements between the parties hereto with
respect to the subject matter hereof. Each of the parties acknowledges and
agrees that neither party has made any representations or promises in connection
with this Agreement nor the subject matter hereof not contained herein.
17. MODIFICATION, WAIVER, INVALIDITY, AND CONTROLLING LAW:
This Agreement may not be cancelled, altered, modified, amended or waived, in
whole or in part, in any way, except by an instrument in writing signed by the
party sought to be bound. The waiver by either party of any breach of this
Agreement in any one or more instances shall in no way be construed as a waiver
of any subsequent breach of this Agreement (whether or not of a similar nature.)
If any part of this Agreement shall be held to be void, invalid or
unenforceable, it shall not affect the validity of the balance of this
Agreement. This Agreement shall be deemed executed in the State of Florida, and
its validity, construction and effect shall be governed by the laws of the State
of Florida applicable to agreements wholly performed therein. This Agreement
shall not be binding upon Publisher until signed by Writer and countersigned by
a duly authorized officer or Publisher.
18. ASSIGNMENT: Publisher shall have the right to assign this Agreement
or any of its rights hereunder to any other party, including but not limited to
any party which is or shall be a subsidiary, affiliate or parent to Publisher,
or to any party which shall acquire all or a substantial portion of Publisher's
stock or assets.
19. DEFINITIONS: For the purposes of this Agreement, "party" means and
refers to any individual, corporation, partnership, association or any other
organized group of persons or the legal successors or representatives of the
foregoing. Whenever the expression "the term of this Agreement" or words of
similar connotation are used herein, they shall be deemed to mean and refer to
the initial term of this Agreement and any and all renewals, extensions,
substitutions or replacements of this Agreement, whether expressly indicated or
otherwise.
20. SUSPENSION AND TERMINATION: If Writer shall fail, refuse or be
unable to perform their material obligations hereunder, Publisher shall have the
right, in addition to all of its other rights and remedies at law or in equity,
to suspend the term of this Agreement and its obligations hereunder by written
notice to Writer, or, in the event such failure, refusal or inability
8.
shall continue for longer than six (6) months, to terminate this Agreement by
written notice to Writer. Any such suspension shall continue for the duration of
any such failure, refusal or inability, and unless Publisher notifies Writer to
the contrary in writing, the then current term hereof shall be automatically
extended by the number of days which shall equal the total number of days of
suspension. During any such suspension Writer shall not render services as a
songwriter and/or composer to any other party or assign, license or convey and
musical composition to any other party.
21. HEADING: The heading of clauses or other divisions hereof are
inserted only for the purpose of convenient reference. Such heading shall not be
deemed to govern, limit, modify or in any other manner affect the scope, meaning
or intent of the provisions of this Agreement or any part thereof, nor shall
they otherwise be given any legal effect.
22. RECOUPMENT: It is understood and acknowledged that any and all
charges or advances against royalties under this agreement which are not
recouped by Publisher may be recouped by Publisher or its assignee from any and
all royalties earned by Writer under an exclusive between Writer and Publisher
and that any and all charges or advances against royalties under said recording
agreement or its successor or replacement agreement which are not recouped by
said Publisher or its assignee through said exclusive recording agreement may be
recouped by Publisher from any and all royalties earned by Writer hereunder.
23. INDUCEMENT: Writer acknowledges that this agreement with Publisher
is further consideration for Publisher to enter into the exclusive recording
agreement hereinabove referred to, and to enter into a certain "personal
management agreement" between Writer and Publisher, and that Writer is entering
into this agreement to induce Publisher to enter into said exclusive recording
agreement and personal management agreement.
24. INDEPENDENT CONTRACTOR: Writer hereby acknowledges and agrees that
his/her services are being provided hereunder as independent contractor;
accordingly, and pursuant to Writer's request, Publisher shall not withhold,
report or pay so-called withholding taxes with respect to the compensation
payable hereunder. So-called "withholding taxes" shall include, without
limitation, federal and state income taxes, federal social security tax, and
Florida unemployment insurance tax. Notwithstanding the foregoing, should
Publisher be subjected to any expense or liability by reason of such failure to
withhold, report or pay such taxes (including, but not limited to, penalties,
interest or attorney's fees), Writer agrees that Writer will indemnify and hold
Publisher harmless there from; accordingly, Writer shall, upon Publisher's
demand, promptly reimburse Publisher for all such expenses, or Publisher may, at
the Publisher's election, deduct an amount equal to such expenses from any and
all monies payable by Publisher to Writer hereunder.
IN WITNESS WHEREOF, the parties have signed this music publishing
agreement as of the day and year above set forth.
Very Truly Yours,
SKREEM ENTERTAINMENT CORP. Witnesses (As to Publisher):
By:_______________________________ ______________________________
As Its:_____________________________ ______________________________
AGREED TO AND ACCEPTED: Witnesses (As to Writer)
------------------------------ -----------------------------
Xxxxxxx Xxxxxxxx
SS: ###-##-#### _____________________________
