Non Exclusive Agreement for Certain Uses
of All Compositions of a Publisher
This Agreement (the "Agreement") is made between emPower Music and Arts ("emPower") and the publisher, or rights owner written above ("Publisher").
The parties agree as follows:
1. Publisher hereby grants to emPower the non-exclusive right, license and privilege, during the term of this Agreement and throughout the territory hereinafter specified, to license to churches, religious organizations, and other entities (“Licensees”) certain specified uses of the “Compositions” (as such term is hereinafter defined). Such specified uses include:
(a) The right for Licensees to play CDs and recordings of Compositions in locations such as church lobbies, bookstores, meeting rooms, concerts, social events, gatherings, seminars, conferences, and classes, and other areas used by Licensees.
(b) The right to print words and/or music to the Compositions in programs, bulletins, and songsheets which will be distributed to congregants for use in church services.
(c) The right to project the words and/or music to the Compositions onscreen at church services or other events via PowerPoint, slides or other similar media, for use in congregational singing.
(d) The right to record and copy the Compositions as part of live recordings of church services and to sell CDs, or other media of such recordings to congregation and organization members, event attendees and other parties associated with Licensee, so long as the recordings are not sold for more than $5.00 (five dollars) for each audio recording, and so long as no recordings are made or sold for profit or mass distribution.
(e) The right to record and copy the Compositions for rehearsal purposes, so long as recordings are returned to Licensee, erased, deleted or otherwise destroyed after use.
(f) The right to record and transmit the Compositions as part of pod-casts of church services.
(g) The right to record and synchronize the Compositions as part of live streamed versions of church services, so long as no commercial video tapes or DVDs of such recordings are made, and provided that the entities broadcasting such version have licenses from the appropriate performing rights organizations.
2. Publisher reserves the right to make any use of its Compositions, or to license any rights with respect to the Compositions to any third party. The Compositions shall remain the sole and exclusive property of Publisher and Publisher shall retain all right, title, and interest, including without limitation any rights under United States or foreign copyright laws, in the Compositions.
3. Publisher hereby agrees to provide emPower with all necessary original photographs of the songwriters and artists with appropriate biographical material relating to the same.
4. In connection with the foregoing, Publisher hereby grants to emPower a non-exclusive license to use the name of the songwriters represented by Publisher, along with photographs, likenesses of and biographical material relating to said songwriters, in connection with the advertising and promotion emPower’s licensing program. emPower shall not use any photographs or likenesses of the songwriters unless same have been submitted to emPower by Publisher.
5. The term of this Agreement shall be two (2) years from and after the date hereof and shall continue thereafter from year to year until terminated by either party by written notice at least ninety (90) days prior to the end of any such annual period.
6. The “Compositions” hereunder shall include any and all musical compositions owned, administered or controlled, directly or indirectly, in whole or in part, by Publisher during the term of this agreement. Publisher may provide emPower with a list of Compositions by uploading, emailing or otherwise delivering the list of Compositions to emPower.
7. Publisher represents and warrants that it has the right to enter into this Agreement and to grant all of the rights granted to emPower hereunder and emPower’s exercise of said rights shall not infringe upon the copyright of other property or contractual or other rights of any other person, firm or corporation.
8. It is agreed that emPower will request Licensees to acknowledge Publishers of the subject Compositions in all uses of Compositions where appropriate and where credits are given in essentially the following form: “Words and Music by _______________, Copyright [Year] by _____________________.” Such credit information shall be provided by Publisher for all Compositions.
9. The rights granted in this Agreement are for the following: The United States and Canada (the "Territory").
10. emPower agrees to pay Publisher a portion of annual licensing fees received from Licensees. Initially emPower will distribute to eligible Publishers fifty percent (50%) of all license revenues received from Licensees enrolled in this program. In subsequent years, emPower may increase the distribution to Publishers, subject to its review of costs associated with administering this program. Eligible Publishers will be due a share of said license fees based on the amount of use of Publisher’s Compositions by Licensees, relative to the total usage of all compositions by all publishers. Determination of relative use by Licensees may include polling, reporting, or any other system emPower deems appropriate to estimate Composition usage.
11. emPower agrees that within sixty (60) days after the last days of June and December of each year, it will prepare and furnish statements to Publisher for the six months ending June 30th and December 30th respectively (“Earnings Periods”), and each such statement shall be accompanied by a check or checks in payment of any and all sums shown to be due thereby. Payments will be made only for amounts exceeding twenty five dollars ($25) to Publishers enrolled in this program during the prior Earnings Period. Each such statement shall be binding upon Publisher and shall not subject to any objection by Publisher for any reason, unless specific objection, in writing, setting forth the basis thereof, is given to emPower by Publisher within sixty (60) days from the date rendered.
12. Publisher hereby agrees to pay any co-writers and other rights owners of Compositions who are not directly subject to this Agreement, their proportionate shares of moneys payable Publisher hereunder, and further agrees to hold emPower free and harmless from and against any claims of any such co-writers and rights owners of any of the subject Compositions.
13. emPower agrees to keep and maintain full and complete books and records concerning the subject matter hereof; and Publisher shall have the right to examine emPower’s books and records at emPower’s principal place of business during its normal business hours and upon reasonable notice to verify the correctness of accounting statements rendered hereunder.
14. All notices, accounting statement, payments, delivery of printed materials and other documents or things required under the terms of this Agreement shall be sent by United States mail, postage prepaid, addressed to the party of whom the same is sent to the address that each party specifies.
15. This Agreement shall be construed and interpreted under the laws of the State of Missouri relating to agreements entered into and to be wholly performed in said State, irrespective of the forum or forums to which this Agreement may be presented for construction or interpretation.
16. This Agreement constitutes the entire agreement between the parties hereto. This Agreement may be modified or amended only by an instrument in writing duly executed by the parties hereto.
17.
(a) Publisher shall not during the term of this Agreement do any act or authorize, license or knowingly permit any third party (other than a party authorized or licensed by emPower) to do any act which would in any way derogate from or violate the right, license and privilege granted to emPower by this Agreement.
(b) Publisher agrees to indemnify and hold emPower free and harmless from any and all loss, damages, liability, costs, expenses and reasonable attorneys’ fees arising out of any claims, demands or actions against emPower which are inconsistent with any warranty, representation or agreement made by Publisher hereunder.
v.12192008
