IT IS AGREED AND STIPULATED THAT

1. In consideration of the agreement for payment by Subpublisher to Publisher of the royalties fees and other sums mentioned herein Publisher hereby grants to Subpublisher the sole and exclusive right on behalf of Publisher to publish reproduce perform broadcast and record on phonograph records and authorise others to do so the musical Compositions under the control of the Publisher.

This defines the rights which are being granted to the publisher or administrator.

2. The rights mentioned herein shall remain with Subpublisher until 31^st December 2006 PROVIDED THAT Publisher shall retain the rights for the full Term of Copyright including any extensions and renewals on any Compositions that are subject to the provisions of Clause 5 (iv). Subject to the terms and provisions of this agreement, Subpublisher shall collect on behalf of Publisher all income heretofore unpaid and now payable and all income earned during this agreement which shall become payable during the term and within one (1) year thereafter, in connection with all sales and uses of the Compositions in the Licensed Territory.

This defines the duration of the agreement.  It also stipulates that when the term of the agreement ends the publisher or administrator will have one year to collect any income that was earned during the term of the agreement.  Obviously income earned towards the end of the agreement would not actually be received by the publisher until after the end of the agreement. The Publisher keeps the song for Life Of Copyright if it obtains a cover or other new use.

3. The Licensed Territory shall be The World.

This defines the territory you are granting.

4. Publisher grants and transfers to Subpublisher, the exclusive right in the Licensed Territory, on behalf of the Publisher for the duration of this agreement:

a) Subject to the prior absolute consent of Publisher, such consent not to be unreasonably withheld, to make or cause to be made, adaptations and/or translations of the lyrics of the Compositions into the language(s) of the Licensed Territory;

This allows the publisher to give permission for adaptations and translations of the words of any of your songs into foreign languages but only with your prior consent.

b) To broadcast and/or record on any carrier now or thereafter known as the Compositions and/or authorise others to do so, by radio, television or by any other means except as provided herein.

This confirms the publisher’s right to allow others to broadcast or record your songs.

c) To publish the Compositions in periodicals, newspapers, magazines, albums and books.

This confirms the right of the publisher to print and allow others to print your songs.

d) Subject to the prior consent of Publisher, such consent not to be unreasonably withheld, the exclusive right to grant non‑exclusive licenses for the use of limited synchronization rights which shall be limited to the territory and to the right to record, reproduce, perform and exhibit the Compositions in or in connection with radio, television and cinema productions.

This allows the publisher to allow third parties to use your songs in conjunction with visual images but only where there is no merchandising or product involved.

e) Provided that Subpublisher shall first obtain the prior written consent of Publisher in each instance, which consent may be withheld for any reason, the exclusive right to grant non exclusive licenses for any uses now or hereafter known of the Compositions for or in connection with the advertising or merchandising of products or services of any kind, such rights always limited to the Licensed Territory.

Provided permission has been given this allows the publisher to let your songs to be used in advertising.

f) Notwithstanding the information contained herein, Subpublisher may not make any material alterations to Compositions without prior consent of the Publisher.

This confirms that the publisher cannot make any major changes without your permission.

g) Subpublisher shall grant any licences requested by the Publisher

This confirms that the publisher must grant any application to use your songs if you request that they be granted (even if the publisher does not want to).

h) Subpublisher may not make any alterations to the Compositions without prior consent of the Publisher that would affect Publisher’s share of the royalties.

This is to confirm that if there are any alterations made to your songs it cannot affect your share.

5. Subpublisher agrees to pay to Original Publisher the following royalties:

i) Print Income: A) Twelve and one half per cent (12.5%) of the suggested retail selling price in the country of sale of each printed edition (except printed album folios or similar editions) of the Compositions sold by Subpublisher and paid for and not returned PROVIDED HOWEVER that if Subpublisher licenses to third parties (on an arms length basis) the right to manufacture and sell such printed editions embodying the Compositions the amount payable to the Publisher pursuant to this Clause 5 (i) shall be Eighty Five per cent (85%) of all amounts received by Subpublisher from such third parties in respect of its manufacture and sale of such printed editions embodying the Compositions.

This confirms the right of the publisher to sell or grant others the right to sell printed sheet music.  If they grant the right to a third party it must be one that they have no controlling interest in.

B) A fraction of twelve and one half per cent (12.5%) of the suggested retail price in the country of sale of each compilation sold or otherwise distributed by the licensee, the numerator of which shall be the number of Compositions contained in the said compilation and the denominator of which shall be the total number of copyrighted compositions in such compilation;  PROVIDED HOWEVER that if Subpublisher licenses to third parties (on an arms length basis) the right to manufacture and sell such printed compilations the amount payable shall be as in preceding sub‑clause 5 (i)A.

Relates to your share of income when your songs are used in a folio together with other songs.

(ii) Performance Income: Subpublisher will notify the national performing rights society in the Licensed Territory that the Publisher share of broadcast and performing fees on the Compositions and of resulting versions are to be collected by Subpublisher and that the gross performance income i.e. 12/12th’s, shall be divided in the following divisions;

Publisher/Writers: Eighty Five per cent (85%): Subpublisher: Fifteen per cent (15%)

Confirms your share of performance income.

(iii) Mechanical Income: Eighty Five per cent (85%) of all gross monies actually received by or credited by Subpublisher as royalties for mechanical reproductions.

Confirms your share of record royalties for original versions and cover recordings, i.e. new versions.

(iv) New Income: Notwithstanding anything else contained herein, for income received by the Publisher on sales and uses that are as a result of the efforts of the Publisher including but not limited to Local Cover Recordings, new synchronization uses, compositions that result from liaisons with co-writers introduced by the Publisher, master placement by the Publisher of masters containing recordings of the Compositions and any other sales and use that could not have taken place without the involvement of the Publisher, the royalty payable shall be Seventy per cent (70%).

Stipulates that for any income that has been earned as a direct result of the efforts of the publisher, the publisher will take a higher commission.

(v) Synchronization Income: Eighty Five per cent (85%) of all income actually received by Subpublisher and derived from any source whatever in connection with sales and uses of limited synchronization rights relating to the compositions.

Synchronization income is money received for uses of your songs with other visual images.

(vi) Other income: Eighty Five per cent (85%) of income derived from sales and uses of Compositions and not otherwise specifically hereinabove provided for.

Confirms the royalties you will receive from any income earned not covered by previous clauses.

(vii) Notwithstanding anything to the contrary contained herein, the words “Eighty Five per cent (85%)” shall be replaced by the words “Eighty per cent (80%)” for income received for sales and uses outside the United Kingdom & Eire.

All royalties payable hereunder shall be calculated on an "at source" basis subject only to deductions made by bona fide collection societies in the Licensed Territory, VAT and other applicable sales taxes and any sums withheld due to government and/or fiscal regulations. Subpublisher will supply Publisher with a tax certificate.

This paragraph confirms that there will only be one global deduction of your royalties other than commissions which have been made by collection societies such as PRS/MCPS and any other local taxes.

6. Payment of royalties by Subpublisher to Publisher shall be made half‑yearly within (60) sixty days of June 30th and December 31st of each year and should cover income received by Subpublisher in the preceding six month period and be accompanied by a statement containing the following information:

1. Title  

2. Number of printed copies and recorded versions of compositions sold

3. The performance credits for the composition

4. The source and gross amount of income

5. Sub-publishers percentage and share of income

6. The period during which the income was earned

All statements to be rendered hereunder shall be certified by a chartered or registered accountant or the local equivalent thereof, or certified as accurate by an officer of Subpublisher. Statements shall be accompanied by the relevant portions of statements received by Subpublisher from sub-publishers in the Licensed Territory.

This confirms when you will be receiving statements and for what period they will cover, together with the information that should appear on your statements.

7. All payments to be made hereunder shall be made by wire transfer or cheque to the bank of Publisher. In the event that such payment is to be made in foreign currency, the rate of exchange shall be the same as the rate prevailing at the time the royalties which are the subject of such payments were received by Subpublisher. The parties hereby agree that taxes required to be withheld or to be paid upon earned income in accordance with local law shall be deducted from the amounts payable to Publisher unless or until  Publisher shall deliver to Subpublisher a certificate of exemption, or some like certificate. In the event that a local government shall not permit a payment to be made to Publisher, Subpublisher shall so notify Publisher immediately and Subpublisher shall, when so instructed by Publisher, deposit such payment to the account of Publisher in a local bank. Subpublisher agrees to provide appropriate certificate of withholding tax and/or taxation as appropriate and assist in having them approved by the proper authority.

This confirms how you will be paid and that you accept that there may be local taxation levied on your royalties.

8. Publisher or its designated representative shall have the right once each year during the term of the agreement and for a period of two years thereafter to audit the books and records of Subpublisher at any time and from time to time during the normal business hours of Subpublisher and upon reasonable advance notice. The costs of any such audit shall be borne by Publisher provided however that in the event that it shall be determined that Original Publisher shall have been underpaid by a sum equal to or exceeding 10% of the amount paid to Original Publisher for the audited period, subject to a minimum of One Thousand Pounds Sterling, any and all costs of such audit except travel and subsistence costs shall be borne by Subpublisher.

Confirms you will be able to audit the books of the publisher to make sure you have been paid correctly and that if you find an error of more than 10% of what has been paid to you, provided that it is at least £1,000, you will not have to pay for the audit, the publisher will.

9. The Subpublisher hereby represents and warrants to Publisher that it knows of no charge, actions, suits, proceedings, agreements or other impediments, actual or threatened, which could prevent or impair it from performing its duties hereunder.

You are confirming that there are no legal problems covering the agreement.

10. Subpublisher agrees to forward to Publisher two (2) copies of each printed edition and local release containing the Compositions or any adaptations thereof immediately upon publication and shall cause to be printed at the foot of the first page of every copy of the Compositions proper copyright notice showing Publisher as copyright owner in the Licensed Territory as well as the names of the original authors and composers thereof.

This confirms that you will receive two copies of each copy of sheet music and record release and that you will be correctly credited.

11. Publisher hereby reserves all rights of every kind and nature not specifically granted to the Subpublisher herein, and the right to all fees, monies or other considerations derived from such reserved rights. Without limiting the generality of the foregoing, the following rights and any fees, monies or other considerations derived therefrom, except as herein provided, shall be reserved to Publisher:

A) All copyrights in the Compositions and in any adaptations, arrangements and new lyric versions thereof throughout the world and all rights existing under such copyrights in the licensed territory.

B) The exclusive right throughout the world to dramatise the Compositions and to license the use and performance of such dramatic versions.

C) The exclusive right throughout the world to make cartoon, literary and other subsidiary versions of the Compositions and to publish and sell such versions.

D) The exclusive right to grant licenses for the entire world for the synchronisation of the Compositions with sound motion pictures and television films, together with the right to grant permission for the public performance for profit of the Compositions as contained in such sound motion pictures and television films, if same are produced and originated outside the Licensed Territory, and Subpublisher shall not share in any fees received by Original Publisher in respect thereto.

Confirming that unless something is included in this agreement you are not granting the rights under this agreement and reserving your right to grant certain rights.

12. Publisher grants to Subpublisher, who accepts for himself, his successors and assigns, all the powers necessary and indispensable for the protection of the Compositions and of the related arrangements and translations in the Licensed Territory.  Accordingly, Subpublisher undertakes to commence at his own responsibility and expense, promptly informing Publisher in respect thereto, such judicial actions as may be required against third parties based upon violations of the rights of Publisher and/or the original authors, arrangers and translators and to keep Publisher fully informed of any such actions or proposed actions, giving Publisher opportunity to actively participate in such actions.

You are giving the publisher the right to act on your behalf but the publisher cannot take any legal action without telling you, even if it is to protect your songs.

13. Subpublisher has the right to license in whole or in part any of the rights granted hereunder to his affiliated companies in territories other than the United Kingdom and Eire.

This gives the publisher the right to allow his sub-publishers to collect income on his, and therefore your, behalf.

14. Subpublisher shall account to Publisher for all royalties received or credited to Publisher. Publisher shall thereafter be responsible for onward accounting and payment to third parties according to the contractual obligations of the Publisher.

If you are a publisher you are confirming that you will pay your writers what you are due.

15. In any of the following events Publisher shall have the right to terminate this agreement at any time forthwith in writing by registered post whereupon all rights whatsoever in any work covered by this agreement shall revert to Publisher and all rights of Subpublisher to obtain or receive monies hereunder whether by way of recoupment of the advance payments or otherwise whatsoever shall entirely cease:

(i) If any of the sums payable by Subpublisher hereunder shall be in arrear and remain unpaid for a period of 30 days after written notice thereof has been sent to the Subpublisher

     (ii) Subpublisher shall have committed or knowingly permitted a default or a breach of any of the terms of this agreement.

(iii) Subpublisher shall make any assignment for the benefit of its creditors or if a meeting of its creditors be held or if it becomes insolvent.

      (iv) If any order shall be made or any resolution passed for the winding up of Subpublisher.

This confirms the circumstances under which you could terminate the agreement.

16. All notices, statements and other communications hereunder shall be in writing and shall be sent by cable, telex, fax or similar means of communication and by first class mail. All notices from the Original Publisher to the Subpublisher shall be deemed received on the date cabled, telexed or faxed, or five (5) days after the date mailed.

This clarifies the way both parties must communicate if there is any information or if there are any legal notices required about the agreement.

17. This agreement shall be governed in accordance with English law and the Courts of London will be solely competent to arbitrate any and all contestations and differences arising between the parties hereto.

Confirming that British law is the jurisdiction of the agreement.