MamaPUBlooza Publishing Company (Oct '09-Jan '10)

Posted by:  MamaPUBlooza

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Summary

MAMAPALOOZA, A Festival For Moms Who Rock, presents MamaPUBlooza: The First Ever Music Publishing Company featuring All Mother Songwriters. MamaPUBlooza is currently accepting submissions in all song styles covering any topic. Moms can submit songs, instrumentals and compositions./n/nMother Songwriters Unite and Earn Licensing Fees!



MAMAPALOOZA, A Festival For Moms Who Rock, presents MamaPUBlooza: The First Ever Music Publishing Company featuring All Mother Songwriters! MamaPUBlooza is currently accepting submissions in all song styles covering any topic!! Moms can submit songs, instrumentals and compositions.



Joy Rose, Founder of Mamapalooza, is sharing with all mom songwriters the Publishing and Song Placement opportunities which come to the Mamapalooza organization for TV, Film, Song Placement and Commercial Music Licensing. Our A&R Pro, Pilley Bianchi, is working hard to compile a catalogue of cutting edge, top quality material stratified across all genres and content. We already have established writers like Jen Chapin, Sue Fabisch, TIna DeVaron, Housewives on Prozac, to name a few, and would love to bring the opportunity to lesser established, but highly skilled and emotive writers to be a part of this exciting new venture.



Submit your best work for review to be included in the catalogue. MamaPUBlooza is non-exclusive which means you can be shopping material on your own or even with another Publisher.



YOU DO NOT WANT TO MISS OUT ON THE BUZZ!!!!



Please note: You will need to agree to the terms and conditions outlined during the submission process.

Terms And Conditions

MUSIC PUBLISHING ADMINISTRATION AGREEMENT

This agreement (Agreement) is made as of the date of the artist submission BETWEEN: The submitting artist (hereinafter called the Owner which expression shall include its successors in title, assigns and licensees)
AND Mamapalooza, Inc. (hereinafter called the Administrator).

WHEREAS:

(1) The Owner owns or controls the Compositions and / or is entitled to receive income in respect of the exploitation of certain of the Compositions and will acquire ownership or control of further compositions during the Term of this Agreement.

(2) The Administrator is engaged in the business of music publishing and has agreed to administer the Compositions throughout the territory during the Term and the Retention Period (where applicable).

NOW IT IS AGREED AS FOLLOWS:

1 DEFINITIONS

In this Agreement the following terms shall have the following meanings:

Act shall mean the US Copyright Act

Affiliate shall mean:

(a) the Owner and its successors in title and any company, firm or person which directly or indirectly owns or controls the Owner and any company, firm or person which is directly or indirectly owned or controlled by the Owner

At Source Revenue shall mean 100% (one hundred percent) of all gross monies "at source" (as such term is commonly understood in the music publishing industry) which are directly and identifiably attributable to the exploitation of the Compositions after deduction only of:

(a) local bona fide arms length third party performing rights or mechanical rights society commissions (or the equivalent thereof); and

(b) VAT and any other taxes properly required to be deducted in any part of the Territory; and

(c) any amounts paid by way of remuneration to arrangers, adaptors and translators PROVIDED THAT any such amounts are approved by the Owner hereunder or are deducted by reason of national law and/or local rules and/or regulations in any country in the Territory and/or otherwise by reason of industry practice or blanket licensing arrangements.

Compositions shall mean all the musical works (including but not limited to the titles, words, lyrics, music, libretti and musical scores thereof and all interpolations, collections, compilations and all arrangements, adaptations, versions, editions and translations thereof) in which the Owner or any Affiliate of Owner now has or from time to time during the Term shall acquire for the Territory (or any part thereof) any right, title, interest or control whatsoever (including the right to receive income in respect of the exploitation thereof), whether direct or indirect and whether in whole or in part, regardless of the Writers and/or composers thereof to the extent of the interest of the Owner therein (which shall be notified to the Administrator together with complete information in respect of the full title of each Composition and the name of the relevant writer(s), third party publishers and percentages controlled in respect of the interest in the Compositions which are not owned and/or controlled by the Owner).

Cover Recording shall mean a recording of a Composition procured by the Administrator and performed by any artist(s) other than Writer of such Composition.

Territory shall mean the World

Pipeline Income shall mean the Administrator's reasonable estimate of income in respect of the Compositions hereunder which has been received by the Administrator and is due to the Owner hereunder but not yet credited to the Owner's account hereunder.

Publishers Share shall mean the gross royalties referred to in Clause 4 hereof after deducting the proportion hereof which is payable to the Writers (the Writers Share).

Society shall mean ASCAP, BMI, SESAC or SOCAN.

Term shall mean the period of 5 (five) years commencing on the date of signature hereof and thereafter continuing unless either shall give the other party 3 (three) months notice to terminate the Term such termination to take effect upon the expiry of 3 (three) months following the date of such notice PROVIDED ALWAYS THAT in the event that the Term would otherwise expire during any accounting period hereunder then the Term shall be automatically extended to the end of the relevant accounting period (ie. until the 30th June or 31st December).

Writer(s)shall mean the writer(s) of any Compositions hereunder.

2 GRANT OF RIGHTS
(a) The Owner grants to the Administrator the non-exclusive right throughout the Territory for the Term (and where and as applicable the Retention Period) subject to the terms hereof:
(i) to administer use and exploit 100% (one hundred per cent) of the Owner's interest in the Compositions in any and all media now known or hereafter invented;

(ii) with owners consent, to add to or substitute the lyrics of the Compositions (if any) and generally to make and publish adaptations, translations and variations of the Compositions;*
(iii) with owners consent to use the titles of the Compositions for any purpose and/or subject to the Owner's consent to re-title the Compositions (and/or any part of them);*

(iv) to use the title and lyrics of the Compositions in publications in any and all media (including without limitation on record sleeves, periodicals, magazines, books, web sites and for digital transmission) including the right to print, publish and sell the Compositions (including the lyric) to the public as ordinary sheet music, in album folios and/or selections or otherwise which right is exclusively reserved by the Owner hereunder;

(v) to record and/or reproduce the Compositions or to grant non-exclusive licences authorising others to record and/or reproduce the Compositions by means of mechanical or digital reproduction or otherwise on all forms of sound carrier now known or hereafter invented and on all forms of audio visual device now known or hereafter invented and to use manufacture advertise licence or sell such reproductions for any and all purposes permitted hereunder;

(vi) to synchronise the Compositions or to grant worldwide licences authorising others to synchronise the Compositions with any and all audio-visual media now known or hereafter invented (including advertisements). For the avoidance of doubt Administrator shall have the exclusive right to grant worldwide licences for the synchronisation of the Compositions in and with any and all audio visual media originating and/or produced in the Territory.

(vii) subject to any and all rights of the Society and the applicable performing rights societies throughout the Territory to license the public performance broadcast transmission and re-transmission of the Compositions in live venues and in any and all audio and audio-visual media whether now known or hereafter invented and to licence the Compositions for inclusion in a cable programme service;

(viii) to grant any and all licences as may be required by third party licensees for websites which are based in the Territory (irrespective of whether the users of the services of such Territory based website are located outside of the Territory);

(ix) to grant any and all licenses as may be required the delivery of the Compositions by electronic means through a computing device that allows the Compositions to be directly heard by the user via streaming off the Internet or for use over mobile phone networks for transfer onto consumers individual telecommunications devices.

(x) to collect and receive in the Territory during the Term (and the Retention Period as may be applicable) and thereafter during the Collection Period 100% (one hundred per cent) of monies arising from the exploitation of the
Compositions (whether the exploitation of the Compositions takes place before or) during the Term.

4 ROYALTIES

(a) In further consideration of the rights granted by the Owner to the Administrator hereunder the Administrator agrees to pay to the Owner the following royalties and fees in respect of the exploitation of the Compositions in the Territory subject to the recoupment of any advances which are expressly stated to be recoupable hereunder:

(a) Fifteen (00.15) cents per copy for each and every regular copy of sheet music thereof, and fifteen cents per copy for each and every dance orchestration thereof published and sold by and paid for to the Publisher in the United States and Canada.

(b) Ten (10%) percent of the retail selling price upon each and every printed copy of each and every other arrangement and edition thereof published and sold by and paid for to the Publisher in the United States and Canada, except that in the event that the said work shall be used or caused to be used in whole or in part in conjunction with one or more musical compositions in the folio or album, the Composers shall be entitled to receive that proportion of said ten (10%) percent which the musical compositions shall bear to the total said printed editions itself.

(c) Fifty (50%) percent of any and all net sums actually received by the Publisher from the television rights and all other rights (except public performing rights ) therein including the use thereof in song lyric folios, folios, magazines or any other printed editions (except for sheet music and dance orchestrations) sold by licensees of the Publisher in the United States and Canada.

(d) Fifty (50%) percent of any and all net sums actually received by the Publisher from sales and uses of the musical composition in countries outside of the United States and Canada.

(e) It is expressly agreed that royalty shall be payable only in cases herein provided, and not otherwise. No payment shall be made with respect to any moneys received by the Publisher by or through any performing rights society or agency throughout the world.

5 ACCOUNTING

(a) The Administrator shall keep true and accurate accounts in respect of the exploitation of the Compositions. The Administrator shall prepare a detailed statement of account in respect of each 6 (six) month accounting period as at 30th June and 31st December in each year and shall indicate all monies received by or credited to the Administrator during each relevant accounting period and all royalties computed and accruing to the Owners royalty account during each period. The Administrator shall remit such statements to the Owner within 90 (ninety) days following the end of each accounting period together with payment of all royalties which are thereby show to be due to the Owner (if any). All such statements shall specify, inter alia, the nature and source of all such monies and all statements and monies shall be maintained in U.S. dollars.

(b) Not more than once in each year and subject to making a convenient prior appointment, the Administrator shall permit the Owners representative (who shall be an independent firm of qualified local accountants not simultaneously engaged in an audit of the Administrators royalty accounts and statements on behalf of a third party) to audit the relevant parts of all royalty accounts and statements of the Administrator insofar as they relate only to the Compositions hereunder and to make photostat copies of the relevant excerpts therefrom. Any such audit shall take place during normal business hours at the location where such accounts and statements of the Administrator are maintained and shall be the sole expense of the Owner.

(c) No audit shall be conducted in respect of accounting periods ending more than 4 (four) years prior to the date of receipt by the Administrator of a request to conduct the same, or shall be conducted in respect of accounting periods which shall have been the subject of a previous audit hereunder. Any royalty statement or payment submitted by the Administrator to the Owner and unchallenged by the owner within 4 (four) years from the date of issue thereof shall be deemed accepted by the Owner as an accounted stated.

6 WARRANTIES

(a) The Owner hereby warrants and represents that with respect only to the Owners copyright interest in and to each Composition:

(i) the Owner has full right, power and authority to enter into this Agreement and to grant to the Administrator the rights hereinabove set forth upon the terms and conditions herein;

(ii) the Compositions and all parts thereof including the words and music are and will be in the beneficial ownership of the Owner.

(iii) the Compositions and all parts thereof including the words and music are and will be unencumbered (to the extent necessary for the Administrator's exploitation hereunder) and original copyright works and/or arrangements of original compositions or of public domain works;

(iv) the Compositions do not and will not infringe the copyright or other rights of any third party and are not and will not either criminally obscene or defamatory;

(v) there is no suit, claim, action or other legal or administrative proceeding involving the authorship, composition or originality of the Compositions or the writers or composers thereof now pending or threatened nor any basis therefore;

(vi) there is no suit, claim, action or other legal or administrative proceeding involving the Owner or ownership of or title to the Compositions now pending or threatened nor any basis therefor;

(vii) the Owner has not performed nor will it perform any act or omission which is or could be capable of directly or indirectly limiting, derogating from or prejudicing any of the rights herein granted to the Administrator.

(b) The Administrator hereby warrants and represents that it has full right, power and authority to enter into this Agreement and that is shall observe the terms and conditions of this Agreement.

(c) The Owner undertakes to acknowledge, execute and deliver, or cause to be acknowledged, executed and delivered, all such further instruments or documents and to perform, or cause to be performed, all such further acts as the Owner may reasonably deem necessary or desirable to give effect to the terms and provisions of this Agreement.

(d) The Administrator undertakes to acknowledge, execute and deliver, or cause to be acknowledged, executed and delivered, all such further instruments or documents and to perform, or cause to be performed, all such further acts as the Owner may reasonably deem necessary or desirable to give effect to the terms and provisions of this Agreement.

7 CURE OF BREACH

Neither party shall be deemed in material breach under this Agreement not to have committed a material breach of this Agreement unless notified by the party alleging default or breach in writing and unless the party alleged to be in breach shall thereafter fail to remedy such default or breach within 45 (forty-five) days after receipt of such notice SAVE ONLY in the case of any default or breach of this Agreement which is not capable of remedy where the party in default or breach shall be deemed to be in material breach upon the receipt of the other partys written notice thereof.

8 INDEMNITY

(a) The Owner will at all times keep the Administrator indemnified from and against and save and hold the Administrator harmless from any and all liability claims demands loss and damage (including all legal expenses) arising out of or connected with any third party claim, counter claim, action or defence (Claim) which is in breach of any of the warranties, representations, covenants, agreements, and undertakings made by the Owner in this Agreement.

(b) The Owner shall reimburse the Administrator on demand for any cost, expense, or damage to which indemnity applies and Administrator shall have, without limitation and without prejudice to any other of its rights and remedies, the right to set off from any and all payments due to Owner under this Agreement any such cost, expense or damage to which the indemnity applies. The Administrator shall set off any such monies in amounts commensurate with the potential cost, expense or damage which it reasonably anticipates will arise by reason of the particular circumstances in each case.

(c) The Administrator will at all times keep the Owner indemnified from and against and save and hold the Owner harmless from any and all liability claims, demands, loss and damage (including all legal expenses) arising out of or connected with any third party claim, counter claim action or defence (Claim) which is in breach of or is otherwise inconsistent with any of the warranties, representations, covenants, agreements, and undertakings made by the Administrator in this Agreement.

(d) The Administrator shall reimburse the Owner on demand for any cost, expense, or damage to which indemnity applies and Owner shall have, without limitation and without prejudice to any other of its rights and remedies, the right to set off from any and all payments due to Administrator under this Agreement any such cost, expense or damage to which the indemnity applies. The Owner shall set off any such monies in amounts commensurate with the potential cost, expense or damage which it reasonably anticipates will arise by reason of the particular circumstances in each case.

9 WAIVER AND VARIATION

(a) A waiver by either party of any term or condition of this Agreement in a particular instance shall not be deemed or construed to be a waiver of such term or condition for the future. All rights, remedies, undertakings and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of any other right, remedy, undertaking or obligation of either party.

(b) This Agreement contains all of the terms agreed between the parties and replaces any and all previous agreements, whether written or oral, concerning the subject matter of this Agreement. This Agreement shall not be modified or varied, except by a written instrument signed by the parties hereto.

(b) Nothing herein shall be construed or deemed to constitute a partnership or joint venture between the parties hereto and neither party shall be bound by any representation, act or omission of the other.

10 BINDING ON SUCCESSORS

The provisions hereof and each of them shall be binding upon and ensure for the benefit of and may be enforced by the successors and permitted assigns of the Administrator and the Owner respectively.

11 NOTICES

(a) Notices hereunder may be delivered by hand or sent by pre-paid post addressed to the address of the party to be served a stated herein or as last known to the party serving the notice. Such notices shall be deemed to have arrived within 3 (three) working days after posting if posted in the country of destination, or 5 (five) working days is posted by air-mail outside the country of destination or upon receipt if delivered by hand.

12 SEVERANCE

If any Clause or any part of this Agreement or the application thereof to any person shall for any reason be adjudged by any court or any other legal authority of competent jurisdiction to be invalid, such judgement shall not affect the remainder of this Agreement, which shall continue in full force and effect.

13 HEADINGS

The headings to the Clauses of this Agreement are included for ease of reference only and are no part of this Agreement and are not to be taken into account in its construction.

14 PROPER LAW

This Agreement shall be construed in accordance with the laws of the State of New York, USA and each party hereto agrees to submit to the exclusive jurisdiction of the courts in the City, County and State of New York, whether state or federal.