Co-Publishing Agreement Template

This Co-Publishing Agreement (the “Agreement”), effective as of ____________, 20__, is made between _________________ (the “Publisher”) and ___________________ (the “Producer”).

1. Preamble

The Publisher and the Producer hereby agree to work together with respect to the copyrights in certain musical compositions, as more particularly described herein.

2. Publishing Rights

(a) The Producer shall be the co-publisher of the musical compositions listed on Exhibit A hereto (the “Compositions”), and shall have all rights therein and thereto necessary to exploit the Composition worldwide, in perpetuity, including but not limited to, the right to grant sub-licenses, make mechanical reproductions and recordings thereof, and to perform or cause the performances thereof. The Publisher shall have the exclusive right to publish and exploit the Composition in the Territory (as defined below), subject only to the rights granted to the Producer hereunder. In consideration for such rights, the Producer shall pay to Publisher 50% of all gross monies actually received by Producer from any exploitation of the Compositions anywhere in the world (less advances previously paid by Publisher to Producer).

“Territory” means: (i) with respect to exploitation of sound recordings, the United States and Canada; and (ii) with respect to exploitation of composition rights other than sound recordings, _____________.

(b) Notwithstanding anything herein to the contrary, in no event shall either party have any right whatsoever to veto or prevent any exploitation of the Compositions by the other party, provided that such exploitation is consistent with this Agreement.

3. Administration of Publishing Rights

(a) The Publisher shall be responsible for administering all publishing rights granted herein with respect to the Compositions throughout the Territory, except as otherwise provided herein. In performing such responsibilities, Publisher shall use its commercially reasonable efforts to protect and further the interests of both parties hereunder. The Producer shall have reasonable access to all books and records relating thereto and may audit Publisher's performance at its expense upon five business days' written notice; provided that any such audit will not unreasonably interfere with Publisher's normal business operations. Any discrepancies discovered as a result of such audit shall be resolved pursuant to Section 10 below.

(b) The parties shall jointly administer publishing rights with respect to the Composition outside of the Territory, and shall share all income received therefrom in proportion to their respective shares as set forth herein.

4. Advance

Publisher shall pay Producer a non-refundable advance against future royalties in the amount of ____________ (____________ dollars) within _____ (___) days of the Effective Date.

5. Accounting and Payment

(a) Publisher shall render statements with respect to all income received by it from exploitation of the Composition on a quarterly basis, with payment to Producer due within thirty (30) days of each such statement.

(b) All payments to Producer shall be made in U.S. dollars, and may be withheld by Publisher to the extent necessary to recoup any monies previously advanced or owed by Producer to Publisher under this Agreement or any other agreement between the parties.

6. Warranties and Representations

Each party represents and warrants that it has full right, power, and authority to enter into this Agreement and perform its obligations hereunder, and that the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound. Each party further represents and warrants that it shall comply with all applicable laws, regulations, and union or guild agreements in the exercise of its rights and performance of its obligations hereunder.

7. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, successors, and assigns from any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any breach of the warranties and representations made by such party herein.

8. Term and Termination

(a) The term of this Agreement shall begin on the Effective Date and continue for a period of _____ (___) years thereafter unless earlier terminated as provided herein.

(b) Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any term or condition hereof and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

(c) Upon expiration or earlier termination of this Agreement, Publisher's rights with respect to the Composition shall revert back to Producer, except as set forth in Section 3(a) above.

9. Assignment

Neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party; provided, however, that Publisher may assign this Agreement to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without such consent. Any assignment or delegation in violation of the foregoing shall be null and void.

10. Dispute Resolution

In the event of any dispute between the parties arising out of or relating to this Agreement (including but not limited to any alleged breach hereof), the parties shall first use commercially reasonable efforts to resolve such dispute through good faith negotiation. In the event such negotiations do not result in resolution of the dispute, the parties shall submit the dispute to binding arbitration before ____________ (_____) arbitrator(s) in ____________ (City), ____________ (State) pursuant to the rules of ____________ then in effect. The decision of the arbitrator(s) shall be final and binding on the parties hereto, and judgment may be entered upon such decision in any court having jurisdiction thereof.

11. Miscellaneous

(a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between them, whether written or oral.

(b) No amendment or modification of any provision of this Agreement shall be effective unless made in writing and signed by the parties hereto.

(c) Any waiver by either party of a breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation.

(d) If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

(e) This Agreement shall be governed by and construed in accordance with the laws of the State of ____________ (State).

(f) All notices under this Agreement shall be in writing and delivered via email or nationally recognized overnight courier to the addresses set forth on the signature page hereof, or such other address as either party may designate in writing. Notice shall be deemed given upon receipt by the party to whom it is addressed.

12. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.

PUBLISHER:

(Signature)

Print Name:

PRODUCER:

(Signature)

Print Name: