Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 63 361K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 11 25K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 26 49K
4: EX-10.2 Material Contract 14 36K
5: EX-10.4 Material Contract 6 25K
6: EX-10.5 Material Contract 7 24K
7: EX-10.6 Material Contract 14 43K
8: EX-10.7 Material Contract 10 39K
9: EX-10.8 Material Contract 27± 106K
10: EX-23.2 Consent of Independent CPA 1 7K
11: EX-23.3 Consent of Independent CPA 1 7K
12: EX-23.4 Consent to Be Named as An Officer 1 6K
13: EX-27 Financial Data Schedule 1 10K
EX-10.6 — Material Contract
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AGREEMENT
AGREEMENT made this_____ day of __________, 19 ___ , by and between
______________________________,of ___________________________________,
and/or its associates, its subsidiaries, nominees, successors and assigns
(hereinafter called "Company") and __________________________________ of
___________________________ (hereinafter referred to as "Artist"),
1. The Artist hereby grants and Company engages the Artist's EXCLUSIVE personal
services in connection with the production of Master Recordings and Videos.
2. The term of this Agreement shall be for an initial period of One (1) year
from the date hereof, during which time the Artist agrees to record and Company
will accept commercially satisfactory Master Recordings, the equivalent to at
least forty (40) minutes in playing time, to be chosen by Company. At Company's
option, Artist will record thereunder additional Masters Recordings, the
equivalent to at least forty (40) minutes in playing time, provided that Company
gives Artist written notice at least ninety (90) days prior to the expiration of
the then relevant contract year that it has exercised said option.
(a) Artist hereby grants Company Four (4) separate and severable successive
options to extend the term of this Agreement for Four (4) separate and severable
successive periods of One (1) year each (all hereinafter sometimes referred to
as "option periods"), upon all of the terms and conditions applicable to the
initial period of the term hereof except as otherwise specified.
(b) Each of the above options shall be deemed AUTOMATICALLY exercised unless
Company gives Artist written notice, not later than forty-five (45) days prior
to the expiration of the then current period, of its desire not to extend the
term of this Agreement beyond the expiration of the then current period.
(c) Should Artist, for any reason, fail or refuse to render or be unavailable
for the rendering of services hereunder or fail to record or be unavailable for
the recording of any master(s) required to be recorded, then, in addition to any
other rights or remedies which Company may have, the term of this Agreement
shall be automatically extended for a period of time equal to the period of such
failure or unavailability, provided, however, that such period of extension
shall not exceed
sixty (60) days for each master (as defined in paragraph 17(c) of this
agreement) which the Artist failed to or was unavailable to record. Nothing
herein contained shall result in this Agreement being extended for a longer
period of time than the period, if any, permitted by the applicable laws in the
case of personal service contracts.
(d) All such extensions of the term of this Agreement as provided for in
subparagraph (c) above, shall apply consecutively at the end of the period for
which such failure or unavailability occurred, and the dates for the exercise by
Company of subsequent options as provided for in subparagraph 2(a) and the dates
for the commencement of subsequent option periods shall accordingly be deemed
automatically extended.
(e) The Artist agrees to re-record each Master to be made hereunder until a
commercially satisfactory Master Recording of such shall have been obtained. The
Artist agrees to record such Masters at such times and places during the term
hereof, as Company may designate. In the event that, during the term of this
Agreement or during any option period, Artist records more than the minimum
number of Master Recordings required to be recorded in such period as provided
for above, then such Masters recorded in excess of said minimum may be applied,
at Company's option, in diminution of the minimum number of masters required to
be recorded during any subsequent period.
3. The Artist agrees that during the term of this Agreement he will not perform
for any other person, firm or corporation for the purpose of making Master
Recordings. The Artist agrees not to perform any selections which he has
performed hereunder for any other person, or corporation for the purpose of
making Master Recordings for a period of five (5) years from the date of
expiration of this Agreement and any extensions and renewals thereof. If during
the term of this Agreement or any extensions and renewals thereof, the Artist
performs any composition for the purpose of making any recordings for any medium
other than Master Recordings, he will do so only pursuant to a written contract
containing any express provision that neither such performance nor any recording
thereof will be used directly or indirectly for the purpose of making Master
Recordings or any other sound reproducing device intended primarily for home
use. The restriction herein before stated shall also apply to all compositions
which have been recorded under this Agreement for a period of Five (5) years
from the date of expiration of this Agreement and any extension and renewals
thereof.
4. All Master Recordings and Videos hereunder and all derivatives made
therefrom, together with the performance embodied thereon and copyright therein,
throughout the world, shall be ENTIRELY COMPANY'S PROPERTY. Not in limitation of
the foregoing or of any other rights granted herein, but in addition thereto,
and without further payment other than as herein provided, the Artist grants to
Company:
(a) The right to manufacture, advertise, sell, lease, license or otherwise use
or dispose of in any or all fields of use throughout the world, Master
Recordings and Videos embodying the performances to be recorded hereunder, upon
such terms and conditions as Company may approve;
(b) The right to use and publish, and to permit others to use and publish, the
Artist's name and likeness and all biographical material concerning the Artist;
to write and publish and to permit others to write and publish articles
concerning the Artist for advertising or trade purposes in connection with the
sale and exploitation of Company's products or otherwise, without restriction,
and to use as descriptive of the Artist the phrase "exclusive artist" to be
prefaced by any label name or names designated by Company, or any other similar
appropriate phrase, it being agreed that Company may release or sell records and
masters of selections made hereunder under its name and/or any other name which
from time to time may be selected by it;
(c) The SOLE and EXCLUSIVE RIGHTS in, TITLE to, and OWNERSHIP of all Master
Recordings and Videos made hereunder, including, but not limited to, the right
to use and control all masters, matrices, records, videos or other reproductions
of the performances embodied in such Master Recordings and Videos by any method-
electronic, magnetic, mechanical or other, now or hereafter known, obtained from
the Master Recordings and Videos made hereunder and the performances embodied
thereon;
(d) The SOLE and EXCLUSIVE right, if Company so desires, to publicly perform the
Master Recordings and Videos and permit the public performances thereof, by
means of radio broadcast or otherwise;
(e) The right to incorporate, in Master Recordings and Videos to be made
hereunder, instrumentations, orchestrations and arrangements owned by the Artist
at the time of recording them.
5. Company will, within sixty (60) days after the expiration of each semi-annual
calendar period, render a statement of accrued royalties under this Agreement
earned during semi-annual period and Company will pay to the Artist,
simultaneously with the rendering of such statement, the amount, if any, which
may be due to Artist over and above costs, payments and advances deductible
hereunder. Artist agrees that Company may base the computation of sums due to
Artist hereunder upon statements rendered to Company by third parties which
distribute records embodying Master Recordings made hereunder, without any
liability on Company's part by reason of errors or omissions in such statements.
Artist further agrees that if such statement utilizes a different method of
computation than that contained herein, Company may elect to utilize such
different method of computation, in whole or in part. If such statement utilizes
wholesale or "distributor's cost price" instead of suggested retail list price
as the basis for computation of royalties, Company may compute royalties due to
Artist hereunder upon such wholesale or distributors cost price at one and a
half (1-1/2) times the percentage rate set forth in Paragraph 13(a) hereof. All
statements and payments rendered by Company to Artist hereunder shall become
binding upon the Artist six (6) months after it is rendered, unless objection
thereto has been made during such period of time, and unless and in the event
such objection has been rejected by Company, formal legal action is commenced
thereon within sixty (60) days after the date of such rejection.
6. Company and Artist agree that the Artist's services for the purpose of
recording Master Recordings and Videos hereunder are of a special, unique and
extraordinary character. The Artist agrees that in the event of the Artist's
breach of any term, condition or covenant of this Agreement, Company shall be
entitled to injunctive relief in addition to any other remedies available to it.
7. Company shall have the right to secure life insurance with respect to Artist
for Company's benefit. In this connection Artist agrees to use his best efforts
to make himself available for physical examinations by a physician as and when
reasonably requested by Company and agrees to complete such questionnaires and
other documents as Company or any insurance carrier from time to time may
require in connection with securing and maintaining such insurance.
8. Artist warrants that no prior contract or agreement of any kind entered into
by the Artist, nor any prior performance by the Artist will interfere in any
manner with the complete performance of this Agreement by both parties hereto.
9. Effective as of the date hereof, Artist shall not be required to perform any
prior agreement between you and us, it being nevertheless expressly understood
and agreed that all advances, costs and charges under our prior agreement, if
any, may be recouped out of royalties due hereunder as well as pursuant to any
such prior agreement.
10. Artist agrees to indemnify Company and hold harmless from and against all
liability, loss, damage, cost or expense, including legal fees, paid or incurred
by Company by reason of any breach or failure of Artist's representations or
warranties hereunder resulting from a claim made by a third party. Pending the
determination of any claim involving such breach or failure, Company may
withhold payment of royalties hereunder,
11. Notwithstanding anything to the contrary contained herein, with respect to
Master Recordings embodied in devices designed to reproduce Artist's
performances both visually and aurally (i.e. so-called "sight and sound"
devices), Company agrees to pay to Artist ten (10%) percent of its net receipts
attributable to sales in the United States and one-half (1/2) of such percentage
with respect to receipts from sales outside of the United States, which amount
shall be proportionately reduced in the event the performances of other artists
are embodied in such devices. Upon Company's request, Artist agrees to appear
for the purpose of rendering such services as may be required for the purpose of
filming and or taping the visual elements of such devices, and subject to the
provisions of any applicable collective bargaining agreements.
12. In the event that Artist shall write or compose, in whole or in part, any
musical composition which is recorded by Artist for Company hereunder, OR ANY
OTHER COMPANY, artist agrees to enter into and is hereby deemed to have entered
into a publishing agreement with Company or Company's designee, with respect to
each such musical composition, a copy of which agreement is annexed hereto as
Exhibit "A" and made a part hereof.
13. Company will pay to the Artist for the rights granted herein, and for the
services rendered hereunder, the following royalties:
(a) A sum equal to __________ (__%) percent of the suggested retail list price,
less taxes, duties and Company's deductions in respect to packaging: (as
hereinafter stated in paragraph 13 (i) on
( %) percent of all Master Recordings, in any form, including but limited to, in
Compact Disc, Cassettes and Pre-Recorded Tape form, manufactured and sold in
Panama/United States and Puerto Rico during the term hereof, and not subject
to return, embodying performances hereunder. On recordings with other featured
artists, royalties shall be reduced and recording costs will be deducted, in
proportion to the number of artists. The Artist agrees that Company may, if it
so desires, issue Master Recordings and Videos in any form, which will contain
performances by the Artist, together with those of other artists. The sum
payable to the Artist on such recordings shall based on that fraction of the
suggested retail list price as the number of recordings by the Artist contained
in such recording bears to the total number of recordings contained therein.
(b) A sum based on one-half (1/2) the applicable royalty rate set forth in
subparagraph 13(a) above, and computed as set forth therein for Master
Recordings, in any form, SOLD OUTSIDE /THE UNITED STATES AND PUERTO RICO. Said
sum shall be computed in the national currency of the country where sold, and
shall be payable only after such moneys are received by Company, in the United
States and in the dollar equivalent at the rate of exchange at the time Company
received payment.
(c) Not withstanding anything to the contrary contained herein a sum based on
one-half (1/2) the applicable royalty rate set forth in subparagraph 13 (a) or
(b) above for Master Recordings in any form sold if company licenses its rights
to a third party.
(d) With respect to Master Recordings in any form sold pursuant to mail order or
"club" plans, a sum based on one-half the applicable royalty rate set forth in
subparagraph 13(a) or (c) above or one-half of Company's net royalty receipts
from such sales, whichever of the two is less. No royalties shall be paid on
"bonus" or "free" Master Recordings in any form distributed through mail order
or "club" plans.
(e) No royalties shall be payable in respect of:
(I) Master Recordings in any form given away or furnished on a "free goods" or
"no charge" basis to "one-stops", rack jobbers, distributors or dealers, whether
or not affiliated with Company, in order to effectuate a discount from such
wholesale price, however, in no event shall Recordings, in any form, given away,
exceed two (2) on ten (10).
(II) Recordings in any form sold at discounts of fifty (50%) percent or more off
the stated wholesale price.
(III) Recordings in any form given away for promotion purposes or sold at below
stated wholesale prices to disc jockeys, record reviewers, radio and television
stations and networks, motion picture companies, music publishers, Company's
employees, Artist or other customary recipients of promotional records.
(IV) Recordings in any form sold by Company for scrap or salvage or as
"cut-outs".
(V) No royalties shall be payable on any sales by Company's licensees until
royalty payments has been received by Company.
(f) With respect to sales of Recordings in Compact Disc form on which the retail
list price is Five ($5.00) U.S. Dollars or less, or the equivalent in foreign
currency, the royalty rate shall be one-half (1/2) of the applicable royalty
rate otherwise payable hereunder.
(g) As to all Recordings in any form not sold or distributed through retail
stores or sold as premiums or in connection with the sale of any other product,
commodity or services, or sold to Armed Forces Post Exchanges, royalties payable
hereunder shall be based on one-half (1/2) of the applicable royalty rate
otherwise payable and shall be computed on the basis of the actual sales price.
(h) For the sale of Recordings in any form which are sold through the method
known as "key outlet marketing" by distribution through retail fulfillment
centers in conjunction with special advertisements on radio or television, the
method known as direct mail or mail order, or by any combination of the methods
set forth above, Company shall credit Artist's royalty account with a sum based
on one-half (1/2) the applicable royalty rate set forth above or a sum equal to
fifty (50%) percent of Company's net royalty receipts from such sales,
whichever of the two is less.
(i) Company's deductions in respect to packaging for the purposes of computing
royalties hereunder shall be ten (10%) percent of the suggested retail list
price per Long-Play Record in single fold cover, fifteen (15%) percent of the
suggested retail list price per Long-Play Record in double fold cover, twenty
(20%) percent of the suggested retail list price for Cassettes and twenty-five
(25%) percent for Compact Disc.
14. All payments, advances, recording and video production costs charged
hereunder to Artist, if any, shall be chargeable against and recouped by Company
out of all royalties becoming payable to Artist by reason of this or any other
agreement between Artist and Company.
15. All recording and video production costs with respect to recordings made
hereunder shall be deemed advances against Artist's royalties and shall be
recoupable therefrom before royalties provided for hereunder are paid to Artist.
Company agrees it will advance the cost of recordings at its own risk, such
advances to be non-returnable and recoupable only as aforesaid.
16. All payments hereunder shall be to the order of Artist and shall be sent to
the address first set forth above, and payments and statements and all notices
hereunder, so rendered, shall be deemed rendered to and received by the Artist
hereunder.
17. For the purpose of this Agreement, the following definitions shall apply:
(a) "Recording costs and Video costs" - all costs incurred in or incident to the
recording of the Artist's performance, including, but not limited to,
musicians', singers' and union scale payments to Artist- union trust fund
payments in connection with recording sessions, if any, all costs of travel,
hotel and per diems, costs of arrangements, copying, studio time, technicians,
tape, editing, dubbing, mixing, remixing, mastering, and any and all video clip,
video production, video promotion and video production costs.
(b) "Master Recordings", "Master", "Records", "Phonograph Records",
"Recordings", and "Derivatives" mean and include Compact Disc, Cassettes,
Long-Play Records and any and all forms of recordings and reproductions, NOW
KNOWN OR WHICH MAY HEREAFTER BECOME KNOWN, manufactured or sold primarily for
home and/or juke box use and/or use on or in means of transportation, INCLUDING
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, magnetic recording tape, film,
electronic video recordings and any other medium or device for the reproduction
of artistic performances manufactured or sold or use on or in means of
transportation, whether embodying sound alone or sound synchronized with visual
images, e.g. "sight and sound" devices.
(c) "Master" - a recording embodying thereon approximately four (4) minutes of
Artist's recorded performances.
(d) "Master Recording' Compact Disc/ Cassette/ Phonograph Record" - a recording
embodying thereon the equivalent of not less than forty (40) minutes of Artist's
recorded performances.
(e) "Records sold, and not subject to return"- all records for which Company
invoices any party, and for which it receives payment, and which are not subject
to return for any reason, but excluding overstock, any records sold after
deletion from Company's catalog and known in the recording industry as
"cutouts". Company shall have the right to maintain reasonable reserves to
provide for returns.
(f) "Company" - Company, its successors, assigns, leases and licensees. Company
shall have the right to assign this Agreement, in whole or in part or any of its
rights thereunder to a third party without Artist's consent.
18. No breach of this Agreement by Company shall be deemed material unless
within thirty (30) days after Artist learns of such breach, Artist serves by
registered or certified mail written notice thereof on Company specifying the
nature thereof and Company fails to cure such breach, if any, within ninety (90)
days after receipt thereof.
19. Company agrees to pay to Artist, upon the execution of this Agreement the
sum of _____________($__________) U.S. Dollars, which shall constitute an
advance against and shall be recouped by Company out of all royalties becoming
payable to Artist by reason of this or any other agreement between Artist and
Company.
20. Company agrees to pay to Artist upon the completion of each Master Recording
constituting the minimum recording commitment expressed in Paragraph 2 of this
Agreement, the minimum applicable union scale required with respect to the
recording thereof pursuant to the rules and regulations of the union having
jurisdiction, if any, and an additional sum, so that when added together with
such union scale payment equal the total sum of_____________($_________________)
U.S. Dollars. In the event Artist shall record with another featured Artist or
Artists, said sum shall be reduced in proportion to the total number recording
artists. Each such payment made by Company pursuant to this Paragraph shall
constitute an advance against and shall be recouped by Company out of all
royalties becoming payable to Artist by reason of this or any other agreement
between Artist and Company.
21. This Agreement may not be modified, except in writing signed by both
parties. This Agreement shall be subject to the laws of the
_________________applicable to agreements made and to be wholly performed
therein.
22. Illegality or unenforceability of any portions hereof shall not affect the
legality or enforceability of the balance of this agreement.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals
the day and year hereinabove first written,
"Company "Artist"
________________________ _________________________
BY: BY:
EXHIBIT A "
STANDARD UNIFORM SONGWRITERS AGREEMENT
AGREEMENT made this day of 19 between
New York, New York, a New York corporation (hereinafter called
"Publisher"), and
jointly and/or severally, (hereinafter called "Writer(s)")
WITNESSETH:
1. The Writer(s) hereby sell, assign, transfer and set over unto the
Publisher, its successors and assigns, for the world, a certain heretofore
unpublished original musical composition, written and/or composed by the above
named Writer(s) and tentatively entitled
including all musical and non-musical rights therein, the title, words and music
thereof, (and all literary characters contained therein), the worldwide
copyright thereof and the right to secure copyright therein throughout the
entire world and to have and to hold the said copyright together with all of
their right, title and interest, both legal and equitable therein, including but
not limited to the sole and exclusive worldwide publication, mechanical
reproducing, and motion picture and television synchronization rights and the
right of public performance by any means, and all other rights now known or
hereafter to come into existence, subject to the terms of this agreement.
2. The Writer(s) warrant and represent that they are the sole authors and
composers of the title, music and/or lyrics constituting the musical
composition, which is a joint work; that said music, title and lyrics are their
own original work and creation; and that neither said music, title or lyrics nor
any part thereof are a copy of any other copyrighted work or infringe or violate
any rights of any third party; and that no adverse claim exists thereon. The
Writer(s) further warrant and represent that they have not sold, assigned,
leased, licensed or in any way disposed of or encumbered any of the rights
herein granted to the Publisher and that they have the right to make this
agreement.
3. In consideration for and in full payment of the aforesaid sale, the
Publisher hereby agrees to pay jointly to the Writer(s) with respect to the
musical composition as follows:
(a) (5) cents per copy for each and every regular pianoforte copy
thereof, and (5) cents per copy for each and every dance orchestration
thereof, paid for to the Publisher in the United States.
(b) Ten (10%) percent of the retail selling price upon each and every
printed copy of each and every other arrangement and edition thereof paid
for to the Publisher in the United States, 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 other musical compositions in a folio or
album, the Writer(s) shall be entitled to receive that proportion of said
(10%) percent which the musical composition shall bear to the total number
of musical compositions contained in such folio or album.
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(c) Fifty (50%) percent of any and all net sums actually received by
the Publisher from mechanical reproduction rights and motion picture and
television synchronization rights in the United States.
(d) Fifty (50%) percent from any and all net royalties actually earned
by the musical composition in countries outside the United States. It is
understood the Publisher may sub-publish the musical composition outside of
the United States with its own affiliates on sub-publication royalty terms
standard in the industry.
(e) The sum of One Dollar (1.00) as and when the Composition is
published in any folio or composite work or lyric magazine by a licensee of
the Publisher.
(f) Writer(s) shall not be entitled to share in any sum or sums
received by the Publisher from any performance rights organization which
pays performance fees directly to songwriters.
(g) The Publisher shall not be required to pay any royalties on
professional or complimentary copies or any copies which are distributed to
performing artists or orchestra leaders or for advertising or exploitation
purposes.
(h) Fifty (50%) of any and all net sums actually received by the
Publisher from sources not otherwise provided for herein.
4. The Publisher shall render the Writer(s) as above, on or before each
August 15th, covering the six months ending June 30th; and each February 15th
covering the six months ending December 31st; royalty statements accompanied by
remittance for any royalties due thereunder.
5. It is understood and agreed by and between all of the parties hereto
that except as hereinafter set forth all sums hereunder payable shall be divided
in even shares between the Writers.
__________________________________ _______________________________________
__________________________________ _______________________________________
__________________________________ _______________________________________
__________________________________ _______________________________________
6. The Writer(s) hereby consent to such changes, editing and arrangements
of said composition, (and Publisher shall have the right to copyright any such
versions in its own name and retain all rights therein for the full term of
protection therein, and renew and extend such copyright), and the setting of
words (English and/or foreign) to the music, and of music to the words, and the
change of title, as the Publisher deems desirable. The Writer(s) consent to the
use of their names and likeness and the title of the said composition on or
together with the music, folios, recordings, performances, player rolls, and in
connection with publicity and advertising concerning the Publisher, its
successors, assigns and licensees and said composition, and agrees that the use
of such name, likeness and title may commence prior to the publication and may
continue so long as the Publisher shall own and/or exercise any rights in said
composition or any versions thereof. In the event that another author and/or
composer is, in accordance with the practice of the industry, paid by Publisher
on any such version, then Writer(s)' royalties hereunder shall be reduced pro
rata. Writer(s) agree that Publisher may deal with any affiliated record company
undertaking the effort and expense of recording and/or promoting phonograph
records embodying the musical composition, on such terms as Publisher shall in
its reasonable business judgement, deem proper, including the licensing of said
composition for mechanical use at less than the statutory rate therefor.
2
7. The Writer(s) may at his own expense once a year upon written notice
appoint a certified public accountant who shall upon written notice during
business hours have access to all records of the Publisher relating to the said
composition or any other of Writer(s)' compositions with Publisher for the
purpose of verifying royalty statements rendered.
8. Written demands and notices other than royalty statements provided for
herein shall be sent by registered mail.
9. The Writer(s) hereby authorize and empower the Publisher to renew, or
extend, pursuant to law for and in the name of the Writer(s) if living, any
copyright of the said musical composition, and to execute and deliver, as
attorney-in-fact of Writer(s) in the name of the Writer(s), a formal assignment
of such renewal or extension copyright to the Publisher, for its own use and
benefit subject to the payment of the same royalties as herein before provided,
or pro rata royalties, if Publisher receives hereunder less than all of the
Writer(s) rights therein.
10. The Writer(s) hereby consent to the assignment of this contract or the
said musical composition or any copyright thereof or any and all of the rights
therein secured by the Publisher to any person, firm or corporation whatsoever,
subject, however, to the payment of the royalties herein specified. Writer(s)
shall assign rights and benefits hereunder only with the prior written consent
of Publisher, and any attempted agreement shall be void and transfer no rights
to the purported assignee.
11. Any legal action brought by the Publisher against any alleged infringer
of said composition shall be initiated and prosecuted at its sole expense, and
of any recovery made by it as a result thereof, after deduction of the expenses
of the litigation, including reasonable attorney's fees, a sum equal to
thirty-three and one-third percent shall be divided among the Writer(s) of the
said composition.
(a) If a claim is presented against the Publisher alleging that the
Composition is an infringement or invasion of the rights of others, he
shall thereupon serve written notice upon the Writer(s) containing the
substance of such claim and thereafter, until the claim has been
adjudicated or settled by Publisher, Publisher may pay any monies coming
due the Writer(s) hereunder or under any other agreement with Writer(s) to
any bank, to be held pending the outcome of such claim; provided, however,
if no suit be filed within twelve (1 2) months after written notice to the
Writer(s) by the Publisher of the adverse claim, the Publisher shall,
unless Publisher has reasonable grounds to the contrary, pay to the
Writer(s) all sums held as aforesaid. Such payment shall be without
prejudice to the rights of the Publisher in the event of a subsequent
adverse adjudication. Publisher's damages (including reasonable attorney's
fees) shall not be limited to the monies retained hereunder.
(b) From and after the service of a summons in a suit brought against
the Publisher in respect of the Composition, and which suit threatens the
title or any right of the Publisher with respect to the Composition, any
and all payments thereafter coming due to the Writer(s) under this or any
other contract with Publisher, shall be held in abeyance until the suit has
been finally adjudicated or settled by Publisher, unless the Writer(s)
shall elect to file an acceptable bond in which event the sums due shall be
paid to the said Writer(s).
12. "Writer(s)" as used herein shall be deemed to include all authors and
composers signing this agreement or counterparts thereof.
13. This agreement is binding upon the respective parties hereto, their
respective successors in interest, legal representatives and assigns and
represents the entire understanding between the parties and cannot be
terminated, or amended except by a writing signed by all of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
the day and year first above written.
Writer .................................
Address ................................
Writer .................................. BY ..............................
Address ................................
Writer .................................
Address ................................
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