I live in Florida but the company I am doing business with is in NY
I need help. This agreement is for allowing a company I will call (Company X) for now licensing my music to TV and radio spots. The thing that is grey or bothers me is Paragraph #7. Let me know if I am reading this correctly. It sounds like I am waiving my rights to sue (Company X) if he does not pay me. It does not say that specifically but it does say Neither I or (Company X) will be liable for any damges from this agreement. That sounds like the contract is bogus then. So if he does not pay me, then he is in breach and I can't sue him because I waived my rights away.
Please let me know what you think. Am I miss reading this.
thanks
1. Definitions. As used in this Agreement:
"Owner” means the individual, business entity or corporation that has the full right and power to enter into and perform this Agreement.
"Licensee" means the individual, business entity or corporation acquiring any rights from or through (Company X) for any composition(s) hereunder.
"Licensing Agreement" means any agreement entered into during the Term wherein (Company X) grants to a Licensee the right to use, or the right to permit a third party to use any musical composition and/or sound recording that is designated by Owner as a composition hereunder.
"Licensing Fee" means the total of all earnings, payable to (Company X) during the Term or subsequent to the termination of this Agreement pursuant to a Licensing Agreement. Notwithstanding the foregoing, earnings derived from performing rights organizations shall not be considered part of the Licensing Fee.
Attached hereto as Exhibit A is a list of musical compositions written and made a part of this Agreement.
2. Grant of Rights. Owner hereby assigns and grants to (Company X), the exclusive right to license the composition(s) hereunder for Radio and TV Ads. The Owner and (Company X) agree that this shall not be exclusive with respect to Games etc. ( Only advertising clients)
Owner grants (Company X)., without any compensation other than specified herein, the right to use and/or edit the titles of any and all of the compositions hereunder, in connection with the advertising and other exploitation of the compositions (ie: f video gaming Industry, trailors, Industrials, radio commercials, Internet website etc.).
3. Term. The term of this Agreement shall commence as of the date hereof and shall continue unless terminated pursuant to Section 4. Termination of this agreement may apply to any or all composition(s) as may be specified in any written notice of termination.
4. Termination. Owner may terminate this Agreement by so notifying (Company X),effective as of 60 days after our receipt of such notice. (Company X) may terminate this Agreement at any time by so notifying Owner, effective as of Owner’s actual receipt of such notice or seven (7) days after (Company X) has sent a notice of termination to the address Owner has supplied, whichever is sooner.
5. Licensing Service Fee. When (Company X) enters into one or more Licensing agreements with any licensee with respect to any composition(s) hereunder, (Company X) shall pay to Owner a sum of money equal to fifty percent (50%) of the Licensing Fee (the "Licensing Service Fee"). Additionally, the publisher’s share of any PRO Income derived directly from Licensing agreements secured by (Company X) will also be split 50/50 between (Company X) and Owner. At time of license, My agent and (Company X) representative will meet and register the licensed composition(s) together with a composition name specific only to that particular TV and/or Radio Spot. (ex: “Pepsi Blue :30” or “Chevy Wonderboy :30”)
6. Representations and Warranties. Owner represents and warrants that: (a) Owner has the full right and power to enter into and perform this Agreement, and has secured all third-party consents, licenses and permissions necessary to enter into and perform this Agreement; (b)Compositions covered in this agreement shall not contain "samples" of any third party's sound recording or musical composition and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (c) all factual assertions that Owner has made and will make to (Company X) are true and complete; (d) Owner is of legal age of consent in all applicable jurisdictions and, in any event, is at least eighteen (18) years of age. Owner agrees to indemnify and hold us, our licensees, business partners and customers harmless from any and all damages and costs, including reasonable attorney's fees, arising out of or related to Owner’s breach or alleged breach of the representations and warranties described in this Section. Owner agrees to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this Agreement.
7. Waiver of Certain Damages. Except for damages related to a breach of the section titled "representations and warranties," neither Owner nor (Company X). will be liable for any consequential, indirect, exemplary, special or incidental damages arising from or relating to this agreement.
I need help. This agreement is for allowing a company I will call (Company X) for now licensing my music to TV and radio spots. The thing that is grey or bothers me is Paragraph #7. Let me know if I am reading this correctly. It sounds like I am waiving my rights to sue (Company X) if he does not pay me. It does not say that specifically but it does say Neither I or (Company X) will be liable for any damges from this agreement. That sounds like the contract is bogus then. So if he does not pay me, then he is in breach and I can't sue him because I waived my rights away.
Please let me know what you think. Am I miss reading this.
thanks
1. Definitions. As used in this Agreement:
"Owner” means the individual, business entity or corporation that has the full right and power to enter into and perform this Agreement.
"Licensee" means the individual, business entity or corporation acquiring any rights from or through (Company X) for any composition(s) hereunder.
"Licensing Agreement" means any agreement entered into during the Term wherein (Company X) grants to a Licensee the right to use, or the right to permit a third party to use any musical composition and/or sound recording that is designated by Owner as a composition hereunder.
"Licensing Fee" means the total of all earnings, payable to (Company X) during the Term or subsequent to the termination of this Agreement pursuant to a Licensing Agreement. Notwithstanding the foregoing, earnings derived from performing rights organizations shall not be considered part of the Licensing Fee.
Attached hereto as Exhibit A is a list of musical compositions written and made a part of this Agreement.
2. Grant of Rights. Owner hereby assigns and grants to (Company X), the exclusive right to license the composition(s) hereunder for Radio and TV Ads. The Owner and (Company X) agree that this shall not be exclusive with respect to Games etc. ( Only advertising clients)
Owner grants (Company X)., without any compensation other than specified herein, the right to use and/or edit the titles of any and all of the compositions hereunder, in connection with the advertising and other exploitation of the compositions (ie: f video gaming Industry, trailors, Industrials, radio commercials, Internet website etc.).
3. Term. The term of this Agreement shall commence as of the date hereof and shall continue unless terminated pursuant to Section 4. Termination of this agreement may apply to any or all composition(s) as may be specified in any written notice of termination.
4. Termination. Owner may terminate this Agreement by so notifying (Company X),effective as of 60 days after our receipt of such notice. (Company X) may terminate this Agreement at any time by so notifying Owner, effective as of Owner’s actual receipt of such notice or seven (7) days after (Company X) has sent a notice of termination to the address Owner has supplied, whichever is sooner.
5. Licensing Service Fee. When (Company X) enters into one or more Licensing agreements with any licensee with respect to any composition(s) hereunder, (Company X) shall pay to Owner a sum of money equal to fifty percent (50%) of the Licensing Fee (the "Licensing Service Fee"). Additionally, the publisher’s share of any PRO Income derived directly from Licensing agreements secured by (Company X) will also be split 50/50 between (Company X) and Owner. At time of license, My agent and (Company X) representative will meet and register the licensed composition(s) together with a composition name specific only to that particular TV and/or Radio Spot. (ex: “Pepsi Blue :30” or “Chevy Wonderboy :30”)
6. Representations and Warranties. Owner represents and warrants that: (a) Owner has the full right and power to enter into and perform this Agreement, and has secured all third-party consents, licenses and permissions necessary to enter into and perform this Agreement; (b)Compositions covered in this agreement shall not contain "samples" of any third party's sound recording or musical composition and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (c) all factual assertions that Owner has made and will make to (Company X) are true and complete; (d) Owner is of legal age of consent in all applicable jurisdictions and, in any event, is at least eighteen (18) years of age. Owner agrees to indemnify and hold us, our licensees, business partners and customers harmless from any and all damages and costs, including reasonable attorney's fees, arising out of or related to Owner’s breach or alleged breach of the representations and warranties described in this Section. Owner agrees to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this Agreement.
7. Waiver of Certain Damages. Except for damages related to a breach of the section titled "representations and warranties," neither Owner nor (Company X). will be liable for any consequential, indirect, exemplary, special or incidental damages arising from or relating to this agreement.