THIS AGREEMENT is made as of this Day of Submission by and between SUBMITTER and his

publishing designee, 1319 11th Avenue Music (hereinafter collectively referred to as “Publisher”), located at P.O. Box 1319 Asbury Park New Jersey. For clarification purposes, Publisher is an individual doing businesses (dba) his/her publishing entity as stated above and participates and signs this Agreement and any and all agreements as individuals doing business as their respective publishing entity. 

 

W I T N E S S E T H : 

WHEREAS, it is the intention of Administrator and Publisher that they shall jointly own the musical

Composition(s) listed on Schedule A - attached hereto and incorporated by reference to this Agreement written - owned

or controlled, in whole or in part by Publisher (hereinafter individually and collectively referred to as the "Composition" or “Composition(s)"), so that the entire worldwide right, title, and interest, including the copyrights, the right to copyrights

and the renewal rights in and to the Composition(s), shall be owned by Administrator and Publisher in the percentage shares

set forth below: 

 

Artist Retains

Copyright Writer share 100%

 

 

Publishing

Percentages of Ownership: 

50.0% Writer 

15.0% Administrator

35.0% Publisher 

 

WHEREAS, it is the intention of Administrator and Publisher that Administrator shall administer the

Composition(s) in accordance with the terms and conditions specified herein. 

NOW, THEREFORE, in exchange for the mutual covenants hereof, and for other good and valuable consideration, the

receipt of which is acknowledged by each party hereto, it is agreed as follows: 

 

1. Joint Ownership: 

Administrator and Publisher shall jointly own the Composition(s), in the shares of ownership hereinabove

specified, including all of the worldwide right, title, and interest, including the copyrights, the right to

copyright and renewal rights therein and thereto. 

 

2. Copyright:

The administrator shall register the composition(s) for copyright in the names of Administrator and Publisher in the Office of the Register of Copyrights of the United States of America. Upon Administrator's request, Publisher shall execute and deliver to Administrator, an assignment of such percentage interest therein, in a form acceptable to Administrator, as will create the division of ownership referred to in Paragraph 1 hereof. Publisher shall transfer all rights title and interest to the Composition(s) which Transfer of Copyright is attached hereto as Schedule B,also Publisher will transfer the copyrights to the Master recording(s), as defined and understood in the Recording and Entertainment Industry, which is attached hereto as Schedule C and all schedules are incorporated herein by reference.

 

Publisher does hereby irrevocable constitute, authorize and empower Administrator, Publisher's true and lawful attorney (with full power of substitution and delegation), in Publisher's name, to take and do such action,and to make, execute, acknowledge and deliver such instruments or documents (including, without limitation,a transfer of copyright form) which Administrator may deem desirable or necessary to vest in Administrator any ofthe rights or interests granted by Publisher hereunder, including, but not limited to, such instruments or documents required to secure to Administrator its share in the copyrights in and to the Composition(s) andany renewals and extensions of copyrights therein throughout the world

for Administrator's use and benefit andthat of its successors, assigns and licensees. 

 

3. Rights of Administrator: 

Administrator shall have the sole, exclusive and worldwide right to administer and exploit the Compositions, to print, publish, sell use and license the use of the Compositions, to execute in its own name any and all licenses and agreements whatsoever affecting or respecting the Compositions including, 

but not limited to licenses for mechanical reproduction, public performance, synchronization uses and

sub-publication, and to assign or license such rights to others, or to refrain therefrom. This statement of

exclusive rights is only in clarification and amplification of the rights of Administrator hereunder and not a

limitation thereof. 

 

4. Identification Rights Granted Administrator: 

The administrator shall have the right to use the name, likeness, pictures and biographical material concerning

any composer who has written and or co-written the Composition(s), for advertising and purposes of

trade in connection with the exploitation of any such Composition(s). 

 

5. Administrator shall be entitled to receive and collect and shall receive and collect all gross receipts earned

and derived from the Composition(s) during the term hereof, regardless of when such gross receipts are paid.

"Gross Receipts" is defined as any and all revenue, income, and sums derived and actually received by

Administrator (After deduction of any collection or other fees charged by the Harry Fox Agency, Inc., or any other such collection agent which may be used by Administrator) from the exploitation of the Composition(s),

including, without limitation mechanical royalties, synchronization fees, printing income and the publisher's

share of public performance fees collectible by Broadcast Music, Inc., the American Society of Composers,

Authors and Publisher, or any other performing rights society to which Administrator or Publisher belongs or

shall belong.

 

6. Payment of Receipts: 

Administrator shall pay to Publisher that percent of the gross receipts equal to Publisher's ownership interest

as set forth on page 1, and any composer/songwriter royalties which are actually received by Administrator

after deduction (NET) of the following: 

 

(a) An administration fee to be retained by Administrator of fifteen-percent (15%) of the gross receipts received

by Administrator from the Composition(s) 

 

(b) Administrative and exploitation fees and expenses of Administrator with respect to the Composition(s)

including, without limitation, registration fees, advertising, and promotion expenses directly related to

the Composition(s), the cost of transcribing for lead sheets, and the costs of producing demonstration

records, including any participation’s to third parties. 

 

(c) Attorneys' fees, if any actually paid by Administrator for any agreements (other than the within

agreement) affecting the Composition(s); and 

 

(d) The costs of printing, engraving, arranging and editing printed editions of the Composition(s),

provided that Administrator actually incurs such costs. 

(e) Synchronization Fees: Administrator shall pay to publisher that sum equal to fifty-percent (50%) of any and

all license fees earned and/or collected by Administrator in connection with the licensing of the

Composition(s) defined herein. Publisher shall be responsible for payments that are due any 3rd parties to

this agreement in connection with such license fee (including but not limited to writer(s), performers or any

other party to whom the publisher has entered into an agreement) from its fifty-percent (50%) share of license

fee’s collected by and paid to publisher by Administrator. 

 

(f) Un-reportable income/no duty to distribute income notwithstanding the duties described herein,

SR (Administrator) shall be under no duty to the Assignor (Publisher) to report, distribute, or otherwise

provide an accounting where no industry standard indicates, such as in deals pursuant to government

contracts, advances related to sub-publishing agreements and in blanket music payments.

 

In these instances, in no event shall the Assignor be entitled to share in any type of advance payments whatsoever, including but not limited to; publishing advances, blanket license fees, guarantee payments or minimum royalty payments that SR o/b/o itself, successors, assignees, or the like, shall receive, until such earnings have been collected, fully earned and reported to SR for the specific Composition(s)/master recording(s) covered by this agreement since no duty currently exists under the “government contract” for specific individualized use (e.g., “cue sheets”) under such contracts

 

(i) The term “government contracts” refers to any entity (including private, local/city/ state or federal government) which

enters into a contract with TMC under local, state, or federal law. 

7. Right of First Refusal: 

Publisher shall not sell, encumber, transfer, assign or otherwise dispose of any interest in including any copyright of the Composition(s) hereunder without first offering to Administrator the right to buy or acquire such interest in the Composition(s) at the same bona fide price and pursuant to the same bona fide terms as may be offered to Publisher by any responsible, and unrelated third party, which terms may, however only provide for one payment of cash in lump sum or installments. Publisher agrees to give Administrator hereto written notice (hereinafter referred to as "Sale Notice") of any such bona fide and acceptable offer as described above (which Sale Notice shall set forth the name of the prospective purchaser, the price, and all other terms of such offer), and Administrator shall have thirty (30) days after receipt of said Sale Notice in which to notify Publisher whether or not it desires to acquire such interest in such Composition(s)

at the price and pursuant to the terms set forth in said Sale Notice.

 

In the event Administrator fails to give the other written notice (hereinafter referred to as "Purchase Notice") within the same thirty (30) day period that it is exercising its option to buy or acquire such interest in such Composition(s), Publisher shall have the right to accept the bona fide offer by the prospective purchaser, but only as set forth in the aforesaid Sale Notice sent by the party desiring to sell; provided, however, that if Publisher does not accept such bona fide offer from such prospective purchaser within sixty (60) days after expiration of said thirty (30) day period, the procedure set forth in this paragraph shall again be followed by Publisher before Publisher may dispose of such interest in such Composition(s). 

 

8. Small Performing Rights: 

Small performing rights in the Composition(s), to the extent permitted by law, shall be assigned to and licensed by

the public performance society to which Administrator belongs or shall belong. Said society shall be and hereby is authorized to collect and receive all monies earned from public performance of the Composition(s) and to pay directly to Administrator the amount allocated by said society as the publisher's share of performance fees. 

 

9. Mechanical Royalties: 

Mechanical royalties for the Composition(s) for the United States and Canada shall be collectible by Administrator, The Harry Fox Agency, Inc. or any other collection agent that may be designated by Administrator, if any. 

 

10. Term: 

The rights of the parties hereto in and to the Composition(s) shall extend for the terms of the copyrights of the Composition(s) and of any derivative copyrights therein in the United States of America and throughout the rest

of the universe and for the terms of any renewals or extensions thereof. 

 

11. Accountings; reserves: 

Administrator will compute and send the total composite monies payable to Publisher/ Writer pursuant to any other agreement between Administrator and Publisher and/or Administrator's affiliates (whether now in existence or entered into at any time subsequent hereto) no later than May 15th for the quarterly period ending the preceding March 31st, and no later than August 15th for the quarterly period ending the preceding June 30th, no later than November 15th for the quarterly period ending the preceding September 30th, and no later than February 15th for the quarterly period ending the preceding December 31st and will submit to Publisher/Writer the statement for each such period together with the net amount of such monies, if any, which shall be payable after deducting any and all advances not recouped and chargeable costs under the Agreement or any other agreement between Administrator and/or Administrator's affiliates. 

In the event that the payments due publisher are less than Twenty-five dollars, no statement will be required to be submitted to Publisher/Writer. However, Administrator shall not have the right to retain royalties for aggregate sums more than Twenty-five dollars for up to two (2) consecutive statement periods. In the event that the publisher/writer receives no statements for three consecutive periods, the presumption that no royalties are due, shall be binding upon Publisher/Writer. 

12. Legal Actions: 

Administrator shall have the sole right but not the obligation to prosecute, defend, settle and compromise all suits and actions respecting the Composition(s), and generally to do and perform all things necessary concerning the same and the copyrights therein and to prevent and restrain the infringement of copyrights or other rights with respect to the Composition(s). In the event of the recovery by Administrator of any monies as a result of a judgment or settlement, such monies shall be considered gross receipts hereunder after first deducting the expenses of obtaining said monies, including counsel fees. Publisher shall reimburse Administrator upon demand for any judgment against Administrator and any settlements by Administrator of claims against it respecting the Composition(s), together with costs and expenses, including counsel fees that are subject to the indemnity provisions of paragraph 14 hereinbelow. 

 

13. Assignment: 

Subject to paragraph 7, Publisher may not sell, assign or otherwise transfer rights in and to the Composition(s) and/or any of its rights or obligations hereunder. 

 

14. Indemnity: 

Publisher does hereby indemnify, save and hold Administrator, its assigns, licensees and its directors, officers, shareholders, agents and employees harmless from any and all liability, claims, demands, loss and damage

(including counsel fees and court costs) arising out of or connected with or resulting from any breach of any of the warranties, representations or agreements made by Publisher in this agreement, or from any claim, inconsistent with any such warranties, representations or agreements. Publisher shall pay to Administrator on demand any and all money to which the foregoing indemnity relates. Administrator shall give Publisher prompt written notice of any claim or action covered by said indemnity, and Administrator shall have the right to withhold payment of any and all monies hereunder in an amount reasonable related to such claim or action, including reasonable attorney's fees.

 

15. Sub-Publishing or Collection Agreement: 

Administrator may enter into sub-publishing or collection agreement with, and license or assign this agreement and any of its rights hereunder and delegate any of its obligations hereunder to, any persons, firms or corporations for any one or more countries of the world. In the event Administrator is or shall be a party to any sub-publishing, collection or administration agreement for any country of the world with a subsidiary or affiliate, such agreement shall be deemed to be an agreement with an unrelated third party. 

 

16. Warranties: 

(a) Publisher hereby warrants and represents that it has the right to enter into this Agreement and to grant to Administrator all of the rights granted herein, and that the exercise by administrator of any and all of the rights granted to Administrator 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; and that the rights granted herein are free and clear of any claims, demands, liens or encumbrances.

 

(b) Publisher hereby warrants, represents, covenants and agrees that the Composition(s) were written pursuant to exclusive, valid and binding songwriter's contracts with any composers who have written or co-written the Composition(s) hereunder. 

 

(c) Publisher hereby warrants, represents, covenants and agrees that it shall not breach said songwriter's contracts or permits any breach thereof. 

 

(d) Publisher hereby warrants, represents, covenants and agrees that with respect to any composer who has written the Composition(s) hereunder, Administrator shall have the right to use the name, likeness and pictures of, and biographical material concerning such composer for advertising and purposes of trade in connection with the exploitation of the Composition(s). 

 

(e) Publisher hereby warrants that is a composer and publisher member of the following performing rights society: ASCAP/BMI/SESAC/OTHER 

If you are not currently affiliated with a performing rights society (ASCAP/BMI/SESAC) you agree to affiliate, as a writer and or publisher, within 30 days from the date TMC notifies you that a use has been secured. If you do not affiliate within 30 days, TMC’s publishing designee(s) shall have the right to assign your Composition(s) to one of the performing rights societies listed above and collect 100% of your publishing share. Your share of the publishing, if any, will be collected by TMC and will be paid to you on a semi-annual basis as defined in this agreement.

 

17. Third Parties: 

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; provided, however, it is understood that Administrator may engage an administrator for the Composition(s), and that any administrator so engaged shall, to the extent permitted by Administrator, be entitled to exercise and/or perform any and all rights and/or duties granted or delegated to Administrator hereunder. 

 

18. Equal Benefits: 

Each party hereto shall give the others the equal benefits of any warranties or representations, which it obtained or shall obtain under any agreements, including songwriter’s contracts, affecting the Composition(s). 

 

19. Notices/Addresses: 

The respective addresses of Administrator and Publisher for all purposes of this Agreement shall be as set forth below until written notice of a new address shall be duly given: 

ADMINISTRATOR PUBLISHER(S) 

131911th Avenue Music (ASCAP) c/o Alex Murphy

Sonicology Entertainment  (BMI)  

 

P.O. Box 1319 11th Ave 

Asbury Park, NJ 07753 

Sonicology Records LLC

All notices shall be in writing and shall either be delivered by hand (to and officer if the party to be served is a corporation) or by registered or certified mail (return receipt requested), postage prepaid, or by telegraph, all

charges prepaid. The date of making personal service or of mailing or of deposit in a telegraph office, whichever shall be first, shall be deemed the date of service, except for notices of change of address, which shall be effective upon receipt. 

 

20. Legal fees: 

In the event of a dispute, the prevailing party shall be entitled to be reimbursed for all reasonable attorney fees no later than thirty (30) days after judicial determination, unless an appeal is timely filed with the court by the losing party. 

 

21. Entire Understanding. 

This Agreement sets forth the entire understanding between the parties and cannot be changed, modified or

canceled except by an instrument signed by the party sought to be bound. 

 

22. Governing Law/ Invalid Provision(s).. 

This Agreement shall be governed by and construed under the laws of the State of California applicable to

agreements wholly performed therein. The invalidity or non-enforceability of any provision hereof by determination of law or subsequently passed statute or government law, shall not affect the validity or enforceability of any other provision hereof and this Agreement will remain in full force and effect with the invalid provision(s) being stricken. 

 

23. Headings. 

The headings/ captions in this Agreement are for convenience only and are not to be deemed as part of the agreement or relied upon in the construction or interpretation thereof. 

 

24. Modifications/Amendments. 

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. All modifications or

amendments to this Agreement shall be in writing (email, fax or USPS) and signed by all parties to this Agreement. 

 

25. Breach of this Agreement. 

Administrator shall not be deemed to be in breach of any of its obligations hereunder unless and until

Publisher shall have given it specific written notice by certified or registered mail, return receipt requested, of the nature of such breach and Administrator shall have failed to cure such breach within thirty (30) days after its receipt of such written notice. 

 

26. Third Parties. 

This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless said right or Administrator specifically grants remedy in writing to such third party. 

 

27. Gender identification Used Herein. 

When the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 

 

28. Liquidated Damages Clause. 

If Publisher(s) breaches this Agreement through intentional acts or unintentional acts (i.e. “forgetting” about a previous assignment of the Composition(s) and/or Master(s) and subsequently enters into this Agreement) then SR has the right to collect the sum of SR's overhead expended in monetizing, marketing the Work as well as any fees associated therewith (i.e., return of revenue to 

publishing house ASCAP, BMI, SESAC and the like; copyrights, etc.), legal fees associated with correcting contracts, and other legal situations that may arise, but in any event, no less than $5,000 which amount is based on previous fees expended in such cases. 

 

29. Sampling – Unauthorized Use of Composition(s) 

SR is not liable for any sampling of Composition(s) (“Sampling” as used herein means one or more bars of a Composition(s)) used in any unauthorized manner as part of any unauthorized project on any media, now known or hereinafter devised and used thereon, of which has no knowledge (actual or constructive) and SR has not duty to search for any such occurrences of Sampling pursuant to this Agreement. 

 

IN WITNESS WHEREOF, the parties have executed this Agreement and all Schedules and Attachments which are all incorporated by reference herein as of the day and year as above set forth above. 

ADMINISTRATOR PUBLISHER(S) 

131911th Avenue Music (ASCAP) c/o Alex Murphy

Sonicology Entertainment 

 

P.O. Box 1319 11th Ave 

Asbury Park, NJ 07753 

Sonicology Records LLC

("Administrator") (“Publisher) 

By: 1319 11th avenue Music By: Douglas B. Alford

AUTHOR(S)/ARRANGER(S): Primary Writer

TITLE(S): 

1. Submitted

etc

WRITER(S)/ARRANGER(S) 

SHARE (%) 

AFFILIATION 

Primary Writer

50.0% 

BMI 

Primary Writer

50.0% 

ASCAP 

SCHEDULE “B” 

TRANSFER OF COPYRIGHT 

For and in consideration of good and valuable consideration, the receipt of which is hereby acknowledged by all parties, the undersigned hereby irrevocable transfers and assigns to Sonicology Records LLC, and its publishing designees (1319 11th Avenue Publishing), or its successors and assigns forever all of its share of the entire worldwide copyright and any and all other rights, including any renewals and extensions of copyright and any and all other rights in and to the musical composition (s) and master recording now entitled: 

AUTHOR(S)/ARRANGER(S): [Submitter]

☒ Sound Recording ☒ Music ☒ Lyrics ☐ Arrangement 

AUTHOR(S)/ARRANGER(S): [Submitter]

☒ Sound Recording ☒ Music ☒ Lyrics ☐ Arrangement 

TITLE(S): 

1. Submitted

SCHEDULE “B” 

TRANSFER OF COPYRIGHT 

(Continued) 

IN WITNESS WHEREOF, the undersigned has caused this transfer of copyright (s) to be executed this (Date of Submission). 

Sonicology Entertainment

131911th Avenue Music Publishing 

on behalf of its Publishing Designee’s 

ADMINISTRATOR PUBLISHER(S) 

131911th Avenue Music (ASCAP) c/o Alex Murphy

Sonicology Entertainment  (BMI)  

 

P.O. Box 1319 11th Ave 

Asbury Park, NJ 07753 

Sonicology Records LLC

("Administrator") (“Publisher) 

By: 1319 11th avenue Music By: Douglas B. Alford

 

info@sonicologyrecords.com 

Date of Creation: 

(Date of Submission) 

Same 

Copyright # (if applicable) 

NA 

Same 

SCHEDULE “C” 

MASTER RECORDING RELEASE 

The following is our understanding regarding the master recording (s) titled: 1. Your Song Submission

 

You have delivered the above named music cues, songs or underscore to Sonicology Records LLC (SR) for the purpose of SR securing licensing opportunities for the master recording(s) and underlying musical compositions. In exchange for good and valuable consideration, the receipt of which is hereby acknowledged, you hereby assign SR all right, title and interest in and to the above-named master recording(s) as delivered to SR, in perpetuity. Therefore, SR shall have the right to issue Master Use License Agreements, without obtaining your future consent for the titles listed above. 

You represent that you are the sole owner of the above named master recording(s) and you have the right to assign the above-mentioned rights to Sonicology Records LLC. You represent that there are no liens or encumbrances in connection with said master. 

 

You represent that you have obtained all necessary vocal performance clearance(s) and or any other performance clearances regarding the Master Recording of the Composition, and that you take full legal and financial responsibility for any and all claims against those rights, now or in the future and you indemnify SR from any 3rd party claims. 

 

This agreement shall be governed by and construed in accordance with the Laws of the State of New York, irrespective of the conflict of law rules. Furthermore, because all parties agree that the New York Superior Courts are the exclusive forums for resolving any disputes arising out of this agreement, the parties submit themselves to the personal jurisdiction of the New York Superior Courts. Any disputes shall be heard in Nassau County NY. 

 

In the event of a dispute the prevailing party shall be promptly reimbursed for all reasonable attorney fees. 

Agreed and Accepted by (Submitter)

 

 

CO-PUBLISHING / SINGLE SONG   AGREEMENT

 Songs music publishing -Music Video, alt-rock ,  electronic dance EDM hip hop hip hop music, the United States New Jersey 

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