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Publishing and Master Rights Agreement ...PLEASE ADVISE!

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Publishing and Master Rights Agreement ...PLEASE ADVISE!

Postby Dontwannamissathing » Wed Apr 15, 2020 1:51 pm

Hi There

Is here anyone willing to PLEASE look at this publishing contract for me and advise if it is fair,. The songwriter is still a student and i dont have the funds for a lawyer right now .

Thank you in advance. (email and contract from producer below)

Hi Kelly,
I've attached the agreement I've had drafted. It's purpose is to grant me the rights I need to go out and make money with The Dilemma and to outline how any resulting income/royalties are shared between us. I encourage you to have a lawyer look it over, but I'm happy to answer any questions you may have to the best of my ability.
BTW I have remixed The Dilemma and had it professionally mastered ahead of my pitch session this Sunday. I chose to submit The Dilemma because the guy I'm meeting (virtually, he's in LA) is currently working on two series' with young female leads! The updated version of the track is also attached.

Best Regards
Rob

Robert H Luce, ID/Passport ,
carrying on business at 71 Oregon Street, Northcliff ext 6, Gauteng 2195
(“Luce”)
and
Kelly Johannes, ID/Passport Number ____________________, residing at
_________________________________________________________
(“Artist”)
(each a “Party” and together the “Parties”)

WHEREAS:
A. The Artist is a recording artist, and composer and writer of musical works and
lyrics, and wishes to appoint Luce to (inter alia) exploit the Compositions and
Sound Recordings (as hereinafter defined).
B. Luce is in the business of commercially exploiting sound recordings, and
musical and literary works, and has agreed to enter into this Agreement with
the Artist upon the terms and conditions hereinafter appearing.

1 TERRITORY
The World.
2 EXPLOITATION PERIOD
The “Term” of this agreement shall mean a period of five (5) years from the
date of signing (the “Effective Date”). Either Party may give written notice to
terminate this Agreement at least 30 days before the end of the initial Term,
failing which the Term shall automatically extend on a rolling basis for
additional one (1) year period until either Party gives written notice to
terminate at least thirty (30) days prior to the end of the then current period of
the Term.

3 GRANT OF RIGHTS
3.1 In respect of the Composition:
3.1.1 The Artist hereby exclusively grants and licences to Luce the full and
entire copyright and all other rights of whatever kind and nature in the
Composition (including without limitation rental and lending rights and
rights of communication to the public) throughout the Territory for the
Term.

3.1.2 Without limiting clause 3.1.1 but subject to clause 3.1.3 and subject to
any and all rights of the applicable public performance societies
throughout the Territory, Luce shall have the right to register the
copyright in the Composition in the name of the Artist as the copyright
owner and Luce as publisher; to grant mechanical licences; grant
rights to reprint lyrics and digital reproduction services; to grant rights

for digital distribution via mobile devices and the internet, rights to re-
record or use portions of the Composition or similar use (such rights

being referred to in certain territories as adaptation rights); to license
the public performance and broadcast of the Composition "live" and in
any and all media; and to grant worldwide synchronisation licences in
respect of any and all audio-visual media.

3.2 In respect of the Sound Recording, the Artist hereby grants to Luce
during the Term the following rights throughout the Territory:
3.2.1 an exclusive licence of the copyright in and to the Sound Recording;
3.2.2 the non-exclusive right to use the Artist’s name, professional
name and likeness in relation to the exploitation of the Sound
Recording as set out herein;
3.2.3 the exclusive right to manufacture, distribute, sell, hire, stream,
communicate and make available the Sound Recording through all
physical and digital channels;
3.2.4 the exclusive right at Luce’s reasonable discretion to decide
whether and/or when to commence or discontinue or recommence the
production, reproduction, sale, use and performance of the Sound
Recording hereunder in all forms and types and configurations;
3.2.5 the exclusive right to authorise and/or permit others and for
Luce itself to synchronise the Sound Recording with visual images
including without limitation in cinematographic films and television
programmes and advertisements;
3.2.6 the exclusive right in respect of licencing the Sound Recording
for third party licensing including but not limited to compilation.

4 SOUND RECORDING AND COMPOSITION
The sound recording (the “Sound Recording”) embodying the literary and
musical works (the “Composition”) as per Schedule ‘A’ attached hereto.

5 ROYALTIES
5.1 In respect of the Composition:
5.1.1 Royalties are calculated on Luce’s Net Receipts arising from the
exploitation of the Composition in the Territory. “Net Receipts” shall

mean 100% of sums received or credited after deduction of VAT and
any similar taxes; any Withholding taxes from time to time applicable;
standard commissions deducted by the relevant collection societies
and/or their affiliated societies; actual sub-publisher commissions and
payments made directly to the Artist pursuant to the regulations of the
relevant collection societies.
5.1.2 Royalties are payable as follows:
Print 60%
Mechanicals 60%
Performance 30% (of Publisher’s share)
Synchronisation 50%
Other 60%
Print
Sixty per cent (60%) of all income derived solely directly and
identifiably by title from exploitation of the Composition and received
by or credited to Luce in respect of licences granted by Luce to exploit
the Composition in the form of printed sheet music.
Mechanical Royalties
Sixty per cent (60%) of all mechanical reproduction fees and royalties
received by or credited to Luce which are solely derived from and
identifiably attributable by title to the reproduction of the Composition
by means of the manufacture of CD’s, records tapes and all other
mechanical devices whether embodying sound alone or sound
synchronised with visual images.
Synchronisation Fees
Fifty per cent (50%) of all monies received by or credited to Luce
which are solely derived from and identifiably attributable by title to the
recording and/or synchronisation of the Composition with films and/or
other visual images within the Territory.
Public Performance Fees
Thirty per cent (30%) of the so-called “publisher's share” of performing
fees received by or credited to Luce which are solely derived from and
identifiably attributable by title to the exploitation of the Composition.
For the sake of clarity, this means 30% of the share sent to Luce by
the relevant collection society (i.e. 50% of the total). Artist (as
songwriter/composer) receives 50% directly from the collection
society.
Miscellaneous Uses
Sixty per cent (60%) of all other income received by or credited to
Luce and not expressly provided for above and which is derived from
exploitation of the Composition.

5.2 Luce shall pay the Artist 40% of Net Profits from the exploitation of the Sound
Recording. For the purposes of this clause 5.2 the following definitions apply:
5.2.1 “Net Profits” mean Gross Receipts less Costs.
5.2.2 “Gross Receipts” means all income and monies received by Luce
directly and identifiably from the exploitation of the Sound Recording
including but not limited to income from sales, streaming,
synchronization and other third party licensing, plus any other income
derived from the license, assignment, lease, rental or any other usage
of the Sound Recording.
5.2.3 “Costs” means any and all sums paid by Luce on behalf of or at Artist’s
request or demonstrably owed to Luce by Artist, including but not
limited to recording and mastering costs, producer and musician fees
and/or royalties, promotion, PR and marketing costs, manufacture,
packaging, artwork and distribution costs, mechanical royalties and
any other costs incurred by Luce which are directly and identifiably
attributable to the Artist and/or Sound Recording, but excluding any
day to day office and business expenses of Luce.

5.3 Luce is entitled to collect any and all income arising from the exploitation of
the Composition and Sound Recording in the Territory prior to the Effective
Date.

6 ACCOUNTING
Luce shall account to the Artist in respect of monies received from the
exploitation of the Composition and Sound Recording in the Territory within
90 days of 30 June and 31 December in each year in respect of sums
received by or credited to Luce in the previous six (6) month period and Luce
shall pay such sums shown to be payable to the Artist within seven (7) days
from receipt of an invoice from the Artist.
7 SUB-PUBLISHERS & ADMINISTRATOR

7.1 Luce may appoint sub-publisher(s) or administrator(s) to collect royalties on
behalf of the Artist across all territories.
7.2 Luce shall use its best endeavours to ensure that its sub-publisher(s) or
administrator(s) account at least twice yearly and also that it receives all
monies when properly due.
8 WARRANTIES AND INDEMNITY
Artist hereby warrants that he/she owns the copyrights in the Composition
and Sound Recording set out in Schedule ‘A’, that the Composition and
Sound Recording are original works, do not infringe upon the rights of any
third party, are free of all claims and encumbrances and that he/she is free to
enter into this Agreement. Artist hereby agrees to indemnify Luce, its

administrators, agents and its sub-publishers from and against all actions,
claims, proceedings, demands, costs (including legal fees), expenses, awards
and/or damages howsoever arising as a result of any breach of the warranties
contained in this Agreement.

9 SAMPLING
9.1 The Artist warrants that he/she shall not embody any sampled material
(“Sampled Material”) in the Sound Recording without the prior written consent
of Luce. Failure to obtain Luce’s written consent with respect to any Sampled
Material furnished or designated by the Artist prior to embodying any
Sampled Material in the Sound Recording shall constitute a breach of this
Agreement. If Luce consents to the inclusion of Sampled Material furnished or
designated by the Artist in the Sound Recording then the following shall be
applicable:
9.1.1 The Artist shall obtain for the benefit of Luce and shall deliver to Luce
all written licenses and permissions from the owner(s) of such
Sampled Material furnished or designated by the Artist which are
necessary for Luce’s use of such Sampled Material, including without
limitation, all licenses and permissions from the publisher(s) of the
applicable musical compositions so sampled, upon terms and
conditions acceptable to Luce (acting reasonably and in good faith).
The Artist shall also be responsible for any fee, payment, advance and
royalty due in connection with the use of any Sampled Material
furnished or designated by the Artist.
9.1.2 Delivery to Luce of the Sound Recording shall not be deemed
completed unless and until all written licenses and permissions from
the owners of such Sampled Material furnished or designated by the
Artist are delivered to Luce in accordance with the foregoing
provisions; and
9.1.3 The Artist’s obligation to obtain all such licenses and permissions from
the owner(s) of such Sampled Material furnished is an essential
obligation on the part of the Artist and failure to obtain any such
license(s) and permission(s) shall constitute a breach of this
Agreement.

10 EXPLOITATION OF THE COMPOSITIONS AND SOUND RECORDINGS
10.1 Luce agrees to use reasonable commercial endeavours to exploit and
promote the Composition and Sound Recording licensed to it hereunder by
seeking to secure the grant of a license for branding opportunities,
commercial recording (samples, compilations), synchronisation of that
Composition and Sound Recording with any cinematograph, television film,
advertisement or computer or video game or interactive product or any other
visual image producing device, in-store uses, blanket TV uses and any other
new creative way that might arise for the use of the Composition and Sound
Recording.

10.2 Luce shall provide a pitching and creative work report when asked by the
Artist. It shall not exceed two reports per year.
10.3 Luce shall use its best endeavours to exploit the Composition and Sound
Recording and maximise the income from exploitation due to Artist and shall
ensure the Composition and Sound Recording are registered with relevant
societies.
11 NAME AND LIKENESS
Artist agrees and irrevocably consents to the use and publication by Luce of
the real and professional name and approved likeness of the Artist and of
approved biographical material concerning the Artist in connection with the
promotion and exploitation of the Composition and Sound Recording or Artist
and/or in publicity for Luce.
12 ASSIGNMENT
12.1 Luce will be entitled to assign the rights or benefit of this Agreement in whole
or in part to any company in which Luce has for the time being not less than a
fifty per cent (50%) beneficial interest in the equity share capital or to any
person firm or company purchasing all or substantially all of Luce's assets or
with whom Luce may merge and who shall be entitled to the rights and
benefits to which Luce is entitled hereunder.
12.2 This Agreement is personal to the Artist and may not be assigned by the Artist
in whole or in part.

13 TERMINATION
Artist will have the right to terminate the Term by written notice to Luce if Luce
shall enter into bankruptcy or liquidation (other than a voluntary liquidation for
the purposes of amalgamation reconstruction or reorganisation).
14 GOVERNING LAW & JURISDICTION
This Agreement shall be subject to and construed in accordance with the laws
of South Africa and each party hereto agrees to submit to the exclusive
jurisdiction of the South African courts.
15 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which when executed and delivered shall constitute a duplicate original, and
all the counterparts shall together constitute the one agreement. Transmission
of the executed signature page of a counterpart of this Agreement by email (in
PDF, JPEG or other agreed format) shall take effect as delivery of an
executed counterpart of this Agreement.

The above sets out the only terms of the agreement between Luce and the
Dontwannamissathing
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Re: Publishing and Master Rights Agreement ...PLEASE ADVISE!

Postby zenguitar » Wed Apr 15, 2020 3:14 pm

I'm not qualified in any way to comment on contracts. But I've had a quick scan and the most important thing to bear in mind is that the contract is subject to the laws and jurisdiction of South Africa.

The best advice is to find a reputable contract lawyer in South Africa with music industry experience to review (and explain) the contract for you.

Andy :beamup:
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zenguitar
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