Contract Sample-11

FOREIGN MUSIC PUBLISHING AND SUB-PUBLISHING AGENCY AGREEMENT

ARTICLE 1 - PARTIES

1.1. Parent Company / Rights Holder

Title: …………………………………………………….
Place of Establishment / Registration Number: …………………………………………………….
Address: …………………………………………………….
Phone: …………………………………………………….
Email: …………………………………………………….
Authorized Person: …………………………………………………….

In this agreement, it will be referred to hereinafter "PARENT COMPANY" .

1.2. Agent / Sub-Publisher / Regional Representative

In this agreement, it will be referred to hereinafter "AGENT" .

The PARENT COMPANY and the AGENCY will be referred to collectively "the Parties," and individually "Party .

ARTICLE 2 - DEFINITIONS

In this agreement;

2.1. Work / Composition / Album:
Lyrics, compositions, arrangements, phonograms, albums, singles, EPs, catalog works, soundtracks or other musical works for which the MAIN COMPANY is the rights holder, licensee or authorized representative.

2.2. Catalog:
This includes all the works entrusted to the AGENCY for representation or sub-publishing purposes under this agreement.

2.3. Licensed Area:
……………………………………………………. countries / region / geographical area,

2.4. Rights:
Mechanical reproduction, digital reproduction, digital download, streaming, synchronization, public transmission, public performance, broadcasting, republication, use of phonograms, transcription, translation, adaptation, use of advertising, use of films/series/games/television/internet, and other financial rights.

2.5. Gross Revenue:
The total amount collected from third parties for licenses, usage, synchronization, mechanical rights, digital platforms, broadcasting, collective rights monitoring organizations, or other sources.

2.6. Net Income:
The amount remaining after deducting only mandatory third-party expenses and tax deductions expressly permitted in the contract from Gross Income.

2.7. Sub-Publisher / Sub-Agent:
A third-party music publisher, agency, or agent authorized by the AGENCY, with the prior written consent of the MAIN COMPANY, within the Licensed Region or sub-regions.

2.8. Accounting Period:
Unless otherwise agreed upon by the parties, accounting periods shall be quarterly.

It expresses.

ARTICLE 3 - SUBJECT OF THE AGREEMENT

The subject of this agreement is the promotion, licensing, marketing, collection, and, if necessary, granting to sub-publishers of certain financial rights on musical works and catalogs owned by or represented by the PARENT COMPANY within the Licensed Region, and the regulation of the rights, powers, responsibilities, and obligations of the parties regarding these activities.

ARTICLE 4 - APPOINTMENT OF THE AGENT

4.1.

The PARENT COMPANY hereby appoints the AGENCY its exclusive/non-exclusive agent and representative within the Licensed Territory, with respect to the rights specified in this agreement.

4.2.

The AGENCY acknowledges and agrees to accept this appointment; and to act as a legal representative, conduct licensing negotiations, and perform commercial representation activities on behalf of the PARENTS within the limits set forth in this agreement.

4.3.

Unless explicitly agreed upon by the parties, the AGENCY's power of representation is limited solely to the Licensed Territory. Activities conducted outside the Licensed Territory require the separate written consent of the PARENT COMPANY.

ARTICLE 5 - RIGHTS GRANTED TO THE AGENT

The PARENT COMPANY grants the AGENCY the following rights and powers, limited to the term of this agreement and the Licensed Territory:

5.1. Management of Mechanical Rights

Negotiations and licensing activities related to the reproduction, distribution, and licensing of works through various media such as records, CDs, DVDs, cassettes, vinyl, USBs, digital downloads, streaming, ringback tones, mobile content, and other reproduction tools.

5.2. Broadcasting and Public Disclosure Rights

Authorized to negotiate licensing agreements for use across radio, television, cable, satellite, IPTV, OTT, internet broadcasting, digital platforms, podcasts, and similar media.

5.3. Public Representation and Execution Rights

Licensing and rights management activities for use in live performances, concerts, events, festivals, clubs, bars, hotels, shopping malls, organizations, and similar venues.

5.4. Synchronization Rights

The authority to conduct licensing negotiations for use in films, television series, commercials, documentaries, video games, social media campaigns, promotional films, trailers, feature films, television productions, internet content, and similar audiovisual projects.

5.5. Translation and Localization

Subject to the prior written consent of the PARENT COMPANY; limited licensing and marketing activities relating to the translation, localization, adaptation, or interpretation of the lyrics of the work into the Licensed Regional languages.

5.6. Sub-Publisher Assignment

The AGENCY may appoint a sub-publisher or sub-agent only with the prior written consent of the PARENTS.

ARTICLE 6 - LIMITS OF THE AGENCY'S AUTHORITY

6.1.

The AGENCY may not perform the following transactions without the prior written consent of the PARENTAL COMPANY:

a. Transferring ownership or copyright of works;
b. Entering into license agreements whose duration exceeds the usual market practice;
c. Establishing transactions that create a permanent transfer, assignment, or pledge of rights over the work;
d. Granting permission that includes substantial changes, adaptations, new lyrics, or new compositional interventions in the work;
e. Using the work in political campaigns, ideological propaganda, obscene content, or projects that may damage the reputation of the PARENT COMPANY;
f. Granting licenses free of charge or at a price significantly below the comparable market price.

6.2.

The AGENCY's authority is limited to representation and marketing activities; it does not create a partnership, general partnership, employment relationship, or transfer of copyright between the Parties.

ARTICLE 7 - OWNERSHIP AND COPYRIGHT OF WORKS

7.1.

All works represented under this agreement, including but not limited to original lyrics, compositions, arrangements, phonograms, recordings, and other copyrighted elements, are the property and ownership rights of the PARENT COMPANY or the actual rights holders it represents.

7.2.

No changes to copyright will occur as a result of translations, localizations, promotional texts, catalog descriptions, marketing presentations, or subcontracting documents produced by the AGENCY's activities.

7.3.

If new translations, adaptations, or localized words are created, their copyright status and ownership will be determined separately by a written protocol. Otherwise, the financial rights to such works will be used in favor of the PARENTAL COMPANY.

ARTICLE 8 - OBLIGATIONS OF THE AGENT

AGENCY;

8.1. To actively promote the works within the Licensed Area and to make reasonable efforts to commercially exploit them,

8.2. To conduct negotiations with suitable broadcasters, producers, digital platforms, advertising agencies, production companies, music companies, and licensors

8.3. To inform the PARENTAL COMPANY whenever it detects unauthorized uses of the works,

8.4. To take action with collective rights monitoring organizations, broadcasting organizations and licensors when deemed necessary,

8.5. To avoid any actions that would diminish the value of the works, damage their reputation, or make the ownership of the rights disputed,

8.6. To record all income collected or credited to its account in an accurate, transparent and auditable manner,

8.7. To submit regular accounting reports to the PARENT COMPANY,

He/She accepts and undertakes.

ARTICLE 9 - OBLIGATIONS OF THE PARENT COMPANY

PARENT COMPANY;

9.1. To inform the AGENCY of the correct list of works to be represented, the rights status, ownership percentages, and any previous licensing obligations, if any

9.2. To declare that the power of representation given to the AGENCY regarding the works is valid,

9.3. To provide the AGENCY with metadata, ISWC, ISRC, composer/lyricist information, recording samples, cover images, promotional materials and other necessary documents related to the works within a reasonable time

9.4. To respond to the AGENCY's requests regarding transactions requiring approval within a reasonable time,

9.5. In the event of a third-party claim or dispute regarding the ownership of the works, to notify the AGENCY without delay

He/She accepts and undertakes.

ARTICLE 10 - REVENUE SHARING AND COMMISSION

10.1.

The agency's service fee and commission are determined according to the following principles:

a. From printed sheet music, album booklets, folios or similar printed materials: %… of Gross Revenue
b. From physical or digital reproduction/mechanical licensing revenue: %… of Gross Revenue
c. From streaming, digital platforms and mechanical reproduction media revenue: %… of Gross Revenue d
. From radio, television, public transmission and public broadcasting revenue: %… of Gross Revenue e
. From synchronization licensing revenue: %… of Gross Revenue
f. From revenue obtained through sub-publishers: %… of Net Revenue

10.2.

The parties may, if they wish, set a minimum guaranteed fee or a minimum annual revenue target for certain license types.

10.3.

Unless otherwise agreed in writing, no additional costs will be deducted by the AGENCY other than taxes and mandatory official deductions.

ARTICLE 11 - COLLECTION, ACCOUNTING AND PAYMENT TIME

11.1.

Revenues paid to the AGENCY or directly to the PARENTS are accounted for according to the nature of the source.

11.2.

The commission payable to the AGENCY becomes due and payable after the relevant revenue is actually collected by the PARENTAL COMPANY or recorded as a confirmed receivable in the accounting records.

11.3.

The PARENT COMPANY shall make payment to the AGENT and provide a detailed account statement no later than 30 days following the end of each accounting period

11.4.

The account statement must include at least the following information:

source of income,
Name of the licensed area,
type of use,
license date,
gross amount,
deduction items,
net amount,
Agency commission,
payment date.

ARTICLE 12 - RIGHT OF INSPECTION

12.1.

The AGENCY may request access to the relevant books, records, and accounts of the PARENT COMPANY, provided that reasonable prior notice is given, in order to verify whether the revenues under this agreement have been calculated correctly.

12.2.

This audit can be conducted a maximum of once and will be carried out in a way that does not disrupt the normal flow of business.

12.3.

If the audit reveals undercalculations exceeding %….., the audit costs will be borne by the PARENT COMPANY.

ARTICLE 13 - RELATIONSHIP WITH SUB-PUBLISHERS AND THIRD PARTIES

13.1.

The AGENCY may appoint sub-publishers with the written consent of the PARENTAL COMPANY.

13.2.

Agreements with sub-broadcasters may not contradict the terms of this agreement.

13.3.

The AGENCY is liable for the actions and transactions of the sub-publisher to the extent of its own fault.

13.4.

If the PARENT COMPANY wishes to establish direct contact with the sub-publisher, it shall notify the AGENT in writing.

ARTICLE 14 - WARRANTIES AND REPRESENTATIONS

14.1. PARENT COMPANY,

The AGENT declares that it has the right to represent the works subject to this agreement, that these rights do not infringe upon the rights of third parties, and that the authority granted to the AGENT is valid.

14.2. AGENCY,

The company declares that it possesses the legal and commercial capacity to conduct music publishing and licensing activities within the Licensed Zone.

14.3.

If one party makes a false statement, the other party has the right to claim damages in accordance with general provisions.

ARTICLE 15 - COMPENSATION AND LIABILITY

15.1.

Each Party shall be liable for any direct damage it causes to the other Party through its own fault.

15.2.

The PARENT COMPANY shall be liable to the extent of its fault if the AGENT suffers damages due to lack of authorization or a third-party copyright claim.

15.3.

The AGENCY is liable for any damages arising from licensing, granting of use without payment, subcontracting without authorization, or carrying out a transaction requiring approval without authorization, all within the scope of its authority.

ARTICLE 16 - DURATION

16.1.

This agreement ….. years / months .

16.2.

If written notice of termination is not given at least 30 days before the end of the term, the contract shall be deemed renewed or not renewed under the same conditions for a period of ….. years/months

ARTICLE 17 - TERMINATION

Either party may terminate the contract for just cause in the following cases:

17.1. Serious breach of contract terms by the other party,
17.2. Failure to fulfill payment or accounting obligations,
17.3. Exceeding authority, copyright infringement, or false representation,
17.4. Bankruptcy, liquidation, cessation of operations, or insolvency,
17.5. Failure to remedy the breach within a reasonable time despite written notice.

ARTICLE 18 - CONSEQUENCES OF TERMINATION

18.1.

In the event of termination of the contract, the AGENT's power of representation shall terminate with prospective effect.

18.2.

License agreements concluded up to their expiration date remain valid according to their own terms; revenue sharing arising therefrom will be settled in accordance with the terms of the agreement.

18.3.

Upon termination of the contract, the AGENCY shall deliver the PARENT COMPANY's catalog lists, contract samples, collection records, license history, and available reports within a reasonable timeframe.

18.4.

The commissions that the AGENCY will be entitled to in the post-contract period are limited only to income arising from licenses that it has personally concluded or finalized during the contract period.

ARTICLE 19 - PROHIBITION OF TRANSFER

Neither party may assign its rights and obligations arising from this agreement to third parties without the prior written consent of the other party. However, mergers, divisions, universal succession, or intra-group restructuring are only possible with separate written notification.

ARTICLE 20 - CONFIDENTIALITY

The parties agree to keep confidential all catalog information, royalty rates, contract fees, licensing negotiations, sub-publisher lists, commercial strategies, and financial data learned under this agreement.

ARTICLE 21 - NOTIFICATION

The addresses specified in the contract are the legal notification addresses of the parties, and notifications sent to these addresses are considered valid unless a written notification is provided. Notifications sent via registered electronic mail (KEP), notary public, courier, and confirmed email are also valid.

ARTICLE 22 - APPLICABLE LAW AND DISPUTE RESOLUTION

The laws of …………………………………. shall apply to the interpretation and implementation of this agreement . The parties agree that the …………………………………. Courts / Arbitration Centre shall have jurisdiction over any disputes arising from this agreement

ARTICLE 23 - FINAL PROVISIONS

23.1. This agreement does not create a partnership, general partnership, joint venture, employment relationship, or transfer of intellectual property rights between the Parties.
23.2. Amendments to this agreement shall only be valid through an additional protocol signed in writing and with authorized signatures.
23.3. This agreement consists of ….. articles, has been drawn up in ….. copies, and has been signed on …/…/……

PARENT COMPANY
Title:
Authorized Person:
Signature:

AGENT
Title:
Authorized Person:
Signature:

Single Blog Title