THIS AGREEMENT is made on the day of endorsement (the "Effective Date") between You and DIVIZZION ENTERTAINMENT (hereinafter called "the LICENSEE/ DISTRIBUTOR" which expression shall where the context so admits include their heirs, successors-in-title and assigns) of the second part.
Owner wishes to enter into this Agreement with Distributor whereby Distributor undertakes the distribution of the audio, audio-visual recordings of a song or video owned and/ or controlled by the Owner (the "Product") in the territory on the terms and subject to the conditions contained herein.
Owner asserts that it is the legal and equitable owner of all copyrights, master rights and all other digital rights of a like nature and authority in the musical compositions.
Distributor is an organization that exploits applications of internet technology in providing digital distribution services for musical content owners
NOW IT IS AGREED AS FOLLOWS:
DEFINITIONS AND INTERPRETATION
In this Agreement and the recital above, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGREEMENT" means this agreement entered by and between parties.
"AUDIO" means sound, especially when recorded, transmitted or reproduced.
"AUDIO- VISUAL" means that the content has both sound and sight component.
"EFFECTIVE DATE" means the date of execution of this agreement.
"MUSICAL WORKS" means the Owner’s musical compositions under this agreement and any other musical composition or compositions subject to this agreement.
"VIDEO" means the recordings, reproduced or broadcasted moving visual images.
"SIGNATURE" means a distinctive mark or written to show that party authorize terms and conditions of service; for the purpose of this agreement it can be physical or online, if online (INTERNET) a click accepting terms and conditions of this service provided by the Distributor indicates or serve as a prove that the Owner has signed and bound by this agreement.
OBLIGATIONS OF THE OWNER
The Owner may keep the Distributor informed of any additional Musical works and shall from time makes such musical works available to the Distributor for distributions in accordance with this agreement.
The Owner undertakes from time to time to render adequate assistance to the Distributor to support any key releases of Products utilizing the Musical works.
OBLIGATIONS OF THE DISTRIBUTOR
The Owner shall discuss with the Distributor, applicable marketing initiatives that the parties may implement to support key releases provided the Owner has provided the Distributor with a schedule of proposed release dates for the products.
The Distributor shall pay the Owner as at when due.
MUSICAL WORKS COMMITMENT
The Owner shall not have any minimum or maximum musical work commitment towards the Distributor. The Distributor can distribute all the Musical works of the Owner provided he has the capacity to do such distribution and given that the Owner shall be updating its new musical works under the Schedule A in this agreement. The Schedule A shall be updated based on agreement between parties or based on demand for service by the Owner to the Distributor.
The musical works are the musical compositions under schedule A of this agreement.
TERM & TERRITORY
The initial term of this Agreement shall come into effect on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement shall continue in full force and effect for a period of Two (2) years. The first contract period shall commence on the execution of this Agreement.
This agreement is subject to renewal based on agreement of Parties.
24 Calendar Months, to renew automatically unless terminated according to Termination Clause of the Agreement, in order to avoid downtime at the platforms.
USE OF TRADEMARKS
The Owner hereby grants the Distributor the license to use such trademarks, trade names, service marks, logotypes, or brand identifiers of the Musical works, the Owner and its affiliates as the Owner may from time to time require enabling the Distributor exercise its right and performing its obligation under this Agreement.
During the specified contract period, Owner shall license the Product to the Distributor, who shall be responsible for the digital distribution of the same for the purpose of monetization including the marketing, transmission, distribution, dissemination of the Product (including the metadata and cover artwork of the Product) by any means now known or invented in the future, including but not limited to telephone satellites, broadcast, wireless, cable and/ or the internet, non-interactive radio, and mobile applications but excludes the manufacture, distribution and sale of records in physical formats.
Any further contract periods may be agreed between both parties pending the Owner's content’s commercial performance. Nothing herein is intended to prohibit the Owner from performing independent services to any event, client, or, as long as they do not conflict with the purposes of this Agreement.
The distributor will pay all distribution costs, at least in connection with the Owner's minimum distribution commitment to the Distributor.
In consideration of the license granted, the Distributor shall on a quarterly basis share revenue generated as a result of the distribution of the Product as contemplated in the Agreement according to the following:
Distributor: 30%, Owner: 70%.
Revenue reporting being a statement of all income received from the distribution of the Product by the Distributor during the quarter, the deductions made from such income and the net amount payable to the Owner ("Royalty Statement"), will be issued to Owner commencing on the earlier of 3 months after the Effective Date of this Agreement or 3 months after the release of the Product. The Royalty Statement shall be issued to the Owner within 15 days after the end of every quarter.
Should the net amount be above $100, the Distributor will make payments to the Owner within 30 days of the end of the quarter. The owner will be responsible for all reasonable and receipted charges relating to payments made. The distributor will only make payments to bank accounts in the Owner's name or business name.
RIGHT TO AUDIT
At any time within two years after a Royalty Statement is made available to the Owner under this Agreement, the Owner may give the Distributor a 30 days written notice of its intention for the Distributor to be audited based on the contractual relationship between the Owner and the Distributor; The Distributor shall then appoint an auditor and make the audit report available to the Owner .
During the term of this Agreement, Owner will not enter into any agreement which would interfere with the full and prompt delivery of services by the Distributor.
Owner warrants that Owner owns and controls the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions shall not violate or infringe the rights of any third party provided that these rights are transferred to the Distributor for the purpose of distribution in accordance with the agreed consideration under this agreement
With respect to content submitted to Distributor which embodies your performance together with the performance(s) of another artist/s, Distributor is not under any obligation to pay this /these artists/s. Owner warrants that liability is going to be restricted, all liabilities in respect of the content would be borne by the maker "Owner".
Distributor has the full right and authority to enter into this Agreement;
Distributor shall not use or exploit the Product in a way that is inconsistent with the rights granted under this Agreement;
Distributor shall use all reasonable endeavors to ensure its licensees account promptly and in line with the terms of this Agreement;
Distributor will keep full and accurate books and records of accounts of all payments and outgoings;
Distributor will ensure that the Product receives optimum visibility of the Product to ensure maximum monetisation of the same.
Distributor will not incur any unauthorized cost or liability on behalf of the Owner.
Any controversy or claim arising out of or relating to this Agreement shall first be resolved by negotiations and mediation before referral to Nigerian courts.
This Agreement shall be governed by and constructed in accordance with the Laws of the Federal Republic of Nigeria only.
INDEMNITY and LIABILITY
If for any reason a court of the applicable jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
This Agreement may be terminated without cause by either Party issuing a 30 days written notice;
This Agreement may also be terminated if either party is in breach of the terms of the Agreement and, in the event of a breach capable of being remedied, fails to remedy the breach within 21 days of receipt of notice thereof in writing.
Parties’ termination of this Agreement shall be effective without prejudice to any rights which may have accrued before the date of the termination.
Upon termination of the Agreement and upon receiving a written request from the Owner, the Distributor undertakes to immediately send take down notices of the Product to all digital distribution services.
Both Parties undertake to keep confidential and not disclose to any third party any confidential information supplied by either Party under this Agreement. Both Parties have agreed that they shall maintain the following matters in the utmost secrecy and confidence. Both Parties clearly understand and agree that the terms of this contract are confidential and the Parties and/or their principals or any agent, employees or representatives shall not divulge the contents of this contract to any person(s) without the prior written consent of the other Party except to legal, accounting and financial advisers of either Party or third parties providing services with respect to the relationship, and provided that such advisers or other third parties agree to maintain the confidentiality of such information
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