EXCLUSIVE SONGWRITER AGREEMENT

THIS AGREEMENT is made and entered into this _______day of

_______,20___, by and between _____(name)______________, of
_____(address)_________________, (hereinafter referred to as "Publisher"), and
_________(name)_______, of _______(address)____, (hereinafter individually referred
to as "Writer").

FOR AND IN CONSIDERATION OF mutual covenants set forth, the parties do
hereby aree as follows!
". Employment. Publisher hereby employs Writer to render his services as a
sonwriter and composer and otherwise as may be hereinafter set forth. Writer hereby
accepts such employment and arees to render such services e#clusively for Publisher
durin the term hereof, upon the terms and conditions set forth herein.
2. Term. $he term of this %reement shall commence upon the date hereof and
shall continue until _________________, 20___.
&. Grant of R!"t#. Writer hereby irrevocably and absolutely assins, transfers, sets
over, and rants to Publisher, its successors, and assins each and every and all rihts and
interests of every 'ind, nature and description in and to the results and proceeds of
Writer(s services hereunder, includin, but not limited to the titles, words, and music of
any and all oriinal arranements of musical compositions in the public domain in any
and all licenses relatin thereto, toether with all worldwide copyrihts and renewals and
e#tensions thereof, which
musical wor's have been written, composed, created, or conceived, in whole or in part,
by Writer alone or in collaboration with another or others, and which are now owned or
controlled, directly
or indirectly, by Writer, alone or with others, or as the employer or transferee, directly or
indirectly, of the writers or composition, ad all worldwide copyrihts and renewals and
e#tensions thereof, all of which Writer does hereby represent are and shall at all times be
Publisher(s sole and e#clusive property as the owner thereof free from any adverse claims
or rihts therein by any other person, firm or corporation. %ttached hereto as )#hibit % is
a list of musical compositions written and made a part of this %reement.
Writer ac'nowledes that, included within the rihts and interests hereinabove
referred to, but without limitin the enerality of the foreoin, is Writer(s irrevocable
rant to Publisher, it(s successors, licenses, sublicensees and assins, of the sole and
e#clusive riht license, privilee, and authority throuhout the entire world with respect
to the said oriinal musical compositions and oriinal arranements of compositions
under the public domain, whether now in e#istence or hereafter created durin the term
hereof as follows!
(a) $o perform said musical compositions publicly, whether for profit or
otherwise, by means of public or private performance, radio broadcastin, television, or
any and all means, whether now 'nown or which may hereafter come into e#istence*
(b) $o substitute a new title or titles for said compositions or any of them and
to ma'e any arranement, adaptation, translation, dramati+ation or transportation of said
compositions or any of them, in whole or part, and in connection with any other literary,
musical or dramatic material, and to add new lyrics to the music of any said compositions
or new music to the lyrics of any of said compositions, all as Publisher may deem
e#pedient or desirable* provided, however, anythin to the contrary not withstandin,
nothin contained herein shall be construed to allow Publisher to ma'e any chanes in
Writer(s recorded performances. ,n the event Publisher is directly involved in the printin
of sheet music containin Writer(s musical compositions Publisher arees to ma'e all
reasonable effort to produce a reproduction of Writer(s oriinal recordin of such
composition as accurately as possible.
(c) $o secure copyriht reistration and protection of said compositions in
Publisher(s name or otherwise as Publisher may desire at Publisher(s own cost and
e#pense and at Publisher(s election, includin any and all renewals and e#tensions of
copyrihts, and to have and hold said copyrihts, renewals, e#tensions and all rihts of
whatsoever nature thereunder e#istin, for and durin the full term of all said copyrihts
and all renewals and e#tensions thereof*
(d) $o ma'e or cause to be made, and to license others to ma'e, master
records, transcriptions, sound trac's, pressins, and any other mechanical, electrical or
other productions of said compositions, in whole or part, in such form or manner and as
fre-uently as Publisher(s sole and uncontrolled discretion shall determine, includin the
riht to synchroni+e the same with sound motion pictures, and the riht to manufacture,
advertise, license or sell such reproductions for any and all purposes, includin, without
limitation, private performances and public performances, radio broadcasts, television,
sound motion pictures, wired radio or cable television, phonoraph records and any and
all other means or devices whether now 'nown or which may hereafter come into
e#istence.
(e) $o print, publish and sell, and to license others to print, publish and sell,
sheet music, orchestrations,arranements and other editions of the said compositions in
all forms, includin, without limitation, the inclusion of any or all of said compositions in
son folios, son boo's, mi#ed or lyric maa+ines with or without music* and
(f) %ny and all other rihts of every and any nature now or hereafter e#istin
under any by virtue of any common law rihts and copyrihts and renewals and
e#tensions thereof in any and all such compositions. Writer rants Publisher, without
any compensation other than specified herein, the perpetual riht to use and publish and
to permit others to use and publish Writer(s name (includin any professional name
heretofore or hereafter adopted by Writer), Writer(s photoraph or any other li'eness,
which shall be approved by Writer(s loos and trademar's whether now in e#istence or
created durin the term hereof and bioraphical material concernin Writer, and the titles
of any and all of the compositions hereunder, in connection with the printin, sale,
advertisin, performance, distribution and other e#ploitation of the compositions
hereunder, and for any other purpose related to the music business of Publisher, its
affiliated and related companies, or the refrain therefrom. $his riht shall be e#clusive
durin the term hereof and none#clusive thereafter. Writer rants Publisher the riht to
refer to Writer as Publisher(s ")#clusive .onwriter and /omposer" or any other similar
appropriate appellation, durin the term hereof.
0. Warrante#$ Repre#entaton#$ Co%enant# an& A!reement#' Writer hereby
warrants, represents, covenants and arees as follows! Writer had the full riht, power
and authority to enter into and perform this %reement and to rant to and vest in
Publisher all the rihts herein set forth, free and clear of any and all claims, rihts and
obliations whatsoever* all of the compositions and all other results and proceeds of the
services of the Writer hereunder, includin all the titles, lyrics and music of the musical
compositions, and each and every part therefore, delivered and to be delivered by Writer
hereunder are and shall be new and oriinal and capable of copyriht protections
throuhout the entire world* no musical composition hereunder nor any part thereof shall
be an imitation or copy of, or shall infrine upon any other material, of shall violate or
infrine upon any common law or statutory rihts of any part includin without
limitation, contractual rihts and copyrihts and rihts of privacy, and Writer has not
sold, assined, leased, licensed or in any way disposed of or encumbered any
composition or rihts herein ranted to Publisher, not shall Writer sell, assin, lease,
license or in any other way dispose of or encumber any of the compositions or said rihts.
1. (o)er of Attorney' Writer does hereby irrevocably constitute, authori+e,
empower and appoint Publisher, or any of it(s officers, Writer(s true and lawful attorney
(with full power of substitution and deleation), in Writer(s name, and in Writer(s place
and stead, or in Publisher(s name, and to ta'e and do such action, and to ma'e, sin,
e#ecute, ac'nowlede and deliver all
instruments or document, which Publisher, or its, successors, assins and licenses, all of
the rihts or interests ranted by Writer hereunder, includin, without limitation, such
documents as
Publisher may deem desirable or necessary to secure to Publisher or its the worldwide
copyrihts for all compositions hereunder for the entire term of copyriht and for any and
all renewals and e#tensions.
2. Compen#aton' Provided the Writer shall faithfully and completely perform the
terms, covenants and conditions of this %reement, Publisher hereby arees to pay Writer
for the services to be rendered by Writer under this %reement, and for the rihts
ac-uired hereunder, the followin compensation based on the musical compositions
which are the sub3ect hereof!
(a) $en percent ("04) of the wholesale sellin price per copy for each piano
copy and dance orchestration printed, published and sold in the 5nited .tates and /anada
by Publisher or it*s licensees, for which payment has been received by Publisher, after
deduction of returns.
(b) $welve and on6half ("26"724) of the wholesale sellin price upon each
printed copy of each other arranement and edition printed, published and sold in the
5nited .tates and /anada by Publisher or its licensees, for which payment has been
received by Publisher, after the deduction of return, e#cept that in the event that any
compositions shall be used or caused to be used, in whole or part, in con3unction with one
or more musical composition in a folio, album or any other publication. Writer shall be
entitled to receive that proportion of said twelve and one6half percent ("2 "724) which
the sub3ect compositions shall bear to the total number of musical compositions contained
in each folio, album, or publication.
(c) 8ifty percent (104) of any and all net sums actually received (less any
costs for collection) by Publisher in the 5nited .tates from the e#ploitation in the 5nited
.tates or /anada by the licensees of Publisher of mechanical rihts, electrical
transcription and reproduction rihts, motion picture and television synchroni+ation rihts
and all other rihts(e#ceptin printin rihts and public performin rihts) therein,
whether or not such licensees are affiliated with, owned in whole or part by, or controlled
by Publisher.
(d) Writer shall receive his public performance royalties throuhout the world
directly from the performin rihts to which he is affiliated (ie. %merican .ociety
of /omposers, %uthors and Publishers, 9roadcast :usic ,nc...) and shall have not claim
whatsoever aainst Publisher for any royalties received by Publisher from any
performin rihts society which ma'es payments directly (or indirectly other than
throuh the Publisher) to writers, authors and composers.
(e) 8ifty percent (104) of any and all net sums, after deduction of forein
ta#es, actually received (less any costs for collection) by Publisher in the 5nited .tates
from sales, licenses and other uses of the sub3ect musical compositions in countries
outside the 5nited .tates and /anada (other than public performance royalties as herein
mentioned in (d) above) from collection aents, licensees, subpublishers or others,
whether or not same are affiliated with, owned in whole or part by, or controlled by
Publisher.
(f) Publisher shall not be re-uired to pay any royalties on professional or
complimentary copies or any copies musical derivatives which are distributed
ratuitously to performin artists, orchestra leaders and disc 3oc'eys or for advertisin,
promotional or e#ploitation purposes. 8urthermore, no royalties shall be payable to
Writer of consined copies unless paid for, and not until such time as an accountin
therefore can be properly made.
() ;oyalties as hereinabove specified shall be payable solely to Writer in
instances where Writer is the sole author of the entire composition, includin the words
and music thereof. <owever, in the event that one or more other sonwriters are authors
toether with Writer on any composition (includin sonwriters employed by Publisher
to add, chane, or translate the words or to revise or chane the music), the foreoin
royalties shall be divided e-ually between Writer and the other sonwriters unless another
division of royalties is areed upon in writin between the parties concerned and
such written areement is submitted to puublisher prior to payment.
(h) )#cept as herein e#pressly provided, no other royalties or monies shall be
paid to Writer.
*+ ACCOUNTING' Publisher shall compute the total composite royalties
earned by Writer pursuant to this %reement and pursuant to any other areement
between Writer and Publisher,
whether now in e#istence or entered into at any time subse-uent hereto, on or before
.eptember &0th for the semi6annual period endin the precedin =une &0th, and shall
thereupon submit to
Writer the royalty statement for each period toether with the net amount of such
royalties, if any, as shall be payable after deductin any and all unrecouped advances and
chareable costs under this %reement or any other areement between Writer and
Publisher. 5pon the submission of each statement, Publisher shall have the riht to
retain, with respect to print sales as a reserve aainst subse-uent chares, credits or
returns, such portion of payable royalties as shall be necessary and appropriate in its best
business 3udement. %ll statements rendered by Publisher to Writer shall be bindin
upon Writer and not sub3ect to any ob3ection by Writer for any reason unless specific
written ob3ection, statin the basis thereof, is submitted by Writer to Publisher within one
(") year from the date rendered. Writer or a certified public accountant in his behalf
may , at Writer(s e#pense, and at reasonable intervals, e#amine Publisher(s boo's relatin
to activities durin the accountin period for said statement.
,+ ACTIONS' Publisher may ta'e such action as it deems necessary, either in
Writer(s name or in its own name, aainst any person to protect all rihts and interests
ac-uired by Publisher hereunder. Writer will, at Publisher(s re-uest, cooperate fully with
Publisher in any controversy which may arise or litiation which may be brouht
concernin Publisher(s rihts and interests obtained hereunder. Publisher shall have the
riht to, in its absolute discretion, to employ attorneys and to institute or defend any
action or proceedin and to ta'e any other proper steps to protect the riht, title and
interest of Publisher in and to each musical composition hereunder and every portion
thereof and in that connection, to settle, compromise or in any other manner dispose of
any matter, claim, action or proceedin and to satisfy any 3udement that may be
rendered, in action brouht by Publisher aainst any alleed infriner of any musical
composition shall be initiated and prosecuted as a result thereof after deduction of the
e#pense of litiation, includin but not limited to attorney(s fees and court cost, a sum
e-ual to fifty percent (104) of such net proceeds shall be paid to Writer. Writer arees to
and does hereby indemnify, save and hold Publisher harmless from any and all loss
connected with any claim by a third party which is inconsistent with any in this
%reement, and Writer arees to reimburse Publisher, on demand, respect to any liability
or claim to which the foreoin indemnity applies. Pendin the determination of any
such claim, Publisher may withhold payment of royalties or other monies hereunder.
-+ NOTICES! %ny written notices which Publisher will desire to ive Writer
hereunder and all statements, royalties and other payments which shall be due to Writer
hereunder shall be addressed to Writer at the address set forth on Pae " hereof until
Writer shall ive Publisher written notice of a new address. %ll notices which Writer
shall desire to ive to Publisher hereunder shall be addressed to Publisher at the address
set forth on Pae " hereof until Publisher shall ive Writer written notice of a new
address.%ll notices shall be delivered by hand or served by mail, postae prepaid, or
teleraph office, whichever shall be first, shall be deemed the date of service.
./+ ENTIRE AGREEMENT+ $his %reement supersedes any and all prior
neotiations, understandins, and areements between the parties hereto with respect to
the sub3ect matter hereof. )ach of the parties ac'nowledes and arees that neither party
has made any representations or promises in connection with this %reement or the
sub3ect matter hereof not contained herein.
..+ COLLA0ORATION AND SE(ARATE AGREEMENTS'
(a) Whenever Writer shall collaborate with any other person in the creation of
any musical composition, and such musical composition shall be sub3ect to the terms and
conditions of this %reement, and Writer warrants, represents and arees that prior to
the collaboration with any other person, such other person shall be advised of this
e#clusive areement and advised that all such composition must be published and owned
by Publisher. ,n the event of such collaboration with any other person, Writer shall cause
such other person to e#ecute a separate sonwriter(s areement with respect thereto,
which areement shall set forth the division of the sonwriter(s share of income between
Writer and such other person, and Publisher shall ma'e payment accordinly.
(b) ,f Publisher so desires, Publisher may re-uest Writer to e#ecute a separate
areement in Publisher(s customary form with respect to each musical composition
hereunder. 5pon such re-uest Writer shall promptly e#ecute and deliver such separate
areement. Publisher shall have the riht, pursuant to the terms and conditions hereof,
to e#ecute such separate areement in behalf of the Writer hereunder. .uch separate
areement shall supplement and not supersede this %reement. ,n the event of any
conflict between the provisions of such separate areement and this %reement, the
provisions of this %reement shall overn. $he failure of either of the parties hereto to
e#ecute such separate areement, whether re-uested by Publisher or not, shall not affect
the rihts of Publisher to all the musical compositions written and composed by Writer.
.1+ WRITER2# SERVICES' Writer arees to perform the services re-uired
hereunder conscientiously and solely and e#clusively for and as re-uested by Publisher.
Writer shall promptly and faithfully comply with all re-uirements and re-uests made by
Publisher in connection with its business as set forth herein. Writer shall deliver a
manuscript copy of each material composition hereunder immediately upon the
completion or ac-uisition of such musical composition. Publisher shall use its reasonable
efforts in its best business 3udement to e#ploit all compositions hereunder, but
Publisher(s failure to e#ploit any or all said compositions shall not be deemed a breach
hereof.
.3+ MODIFICATION$ WAIVER$ INVALIDIT4 AND CONTROLLING LAW'
$his %reement may not be canceled, altered, modified, amended or waived, in
whole or in part, in any way, e#cept by instrument in writin sined by the party souht
to be bound. $he waiver by either party of any breach of this %reement in any one or
more instances shall in no way be construed as a waiver of any subse-uent breach of this
%reement. (whether or not similar in nature). ,f any part of this %reement shall be held
to be void, invalid or unenforceable, it shall not affect the validity of the balance of this
%reement. $his %reement shall be deemed to have been made in the .tate of _____,
and its validity, construction and effect shall be overned by the laws of the .tate of
__(state)__ applicable to areement wholly performed therein. $his %reement shall not
be bindin upon Publisher until sined and e#ecuted by Writer.
.5+ UNI6UE SERVICE'Writer ac'nowledes that the services rendered hereunder
are of a special, uni-ue, unusual, e#traordinary and intellectual character which ives
them a particular value, the loss of which cannot be reasonably or ade-uately
compensated in damaes in any action at law, and that a breach by the Writer of any of
the provisions of this %reement will cause Publisher reat and irreparable in3ury and
damae. Writer e#pressly arees that Publisher shall be entitled to the remedies of
in3unction and other e-uitable relief to prevent a breach of this %reement or any
provision hereof which relief shall be in addition to any other remedies for damaes or
otherwise, which shall be available to the Publisher.
.7+ ASSIGNMENT' Publisher shall have the riht to assin this
%reement or any of its rihts hereunder to any party. Writer does not have the riht to
assin this %reement.
.8+ DEFINITION' 8or the purpose of this %reement, the word "person"
means and refers to any individual, corporation, partnership, association or any other
orani+ed roup of persons leal successors or representatives of the foreoin.
Whenever the e#pressions "the term of this %reement" or "period hereof" or words of
similar connotation are included herein, they shall be
deemed to mean and refer to the initial term of this %reement and any and all renewals,
e#tensions, substitutions or replacements of this %reement, whether e#pressly indicated
or otherwise. Where more than one person shall comprise Writer, the sinular shall also
include the plural, as applicable.
.*+ RECOU(MENTS' ,t is understood and ac'nowleded that any and all chares
or advances aainst royalties under this %reement may be recouped only from the
royalties earned hereunder. >o cross collaterali+ation e#its between this %reement and
any other facet of the Writer(s business or career.
.,+ RIGHT OF REVISION' >otwithstandin anythin contained herein to the
contrary!
(a) ,n respect of all rihts herein ranted Publisher in and to any and all
musical compositions written by Writer which are not recorded and released as a
commercial record prior to the termination of this %reement, it is understood and areed
that all such rihts shall revert to Writer automatically upon the termination of this
%reement.
(b) ,n respect of any and all musical compositions which are released as a
commercial record for sale to the public, it is understood and areed that all such rihts
herein ranted to Publisher shall terminate fifty (10) years from the date of creation as
such date is shown on the copyriht reistration form and the copyriht ownership shall
revert to Writer and7or his7her heirs.
IN WITNESS WHEREOF$ the parties hereto have e#ecuted this %reement as of the
date and year above written.
_________________________________ _______________________________
(9:l#"er Wrter