Effective Date: January 15, 2019

Music Publishing and Administration Terms

Grant of Rights

Licensor hereby grants to Nu Music Group Inc. and its designated affiliates, the non-exclusive right to exploit the Masters and the Compositions embodied herein, and to license these rights to others.

Territory

World (the “Territory)

These rights include without limitation the right to use and license the use of Licensor’s music for:

i) motion pictures, theatrical or otherwise,

ii) all forms of television

iii) corporate/in-house use

iv) commercials in any and all media

v) promos

vi) productions for sale

vii) soundtrack album and other mechanical reproductions and the related master recording licenses

viii) interactive media

ix) Internet use (including digital downloads and streams) x) print (i.e. sheet music) xi) grand rights xii) software and electronic usage, and for any purpose such as sales, promotional purposes or otherwise.

Term

The Agreement shall commence on the date of signature of these specific terms and continue for 2 years following the date on which Nu Music Group Inc. receives each item comprising the Content.  

Upon expiration of the initial period, the Agreement shall renew and automatically extend for successive periods of 2 year(s) unless and until either Party provides written notice to the other Party of its intent to terminate the Agreement not less than 3 months prior to the end of the Initial Distribution Period or any subsequent extension period.  

Nu Music Group shall be entitled to continue to collect in perpetuity all income derived from licenses granted for use during the term of this Agreement.

Reserved Rights

Licensor hereby reserves to itself the copyright interests in and to the Compositions and the Masters.

Collection

Nu Music Group and its affiliates shall have the right to collect all fees and royalties due from the exploitation of the Compositions herein.   

Licensor grants Nu Music Group Inc. the right to retitle the compositions herein for the purposes of revenue collection.  

The term “Net Revenue” shall mean any and all monies (other than composition performance royalties and blanket license fees) derived from any and all exploitation of the Compositions and of the Masters throughout the World received by Nu Music Group Inc. after deduction of taxes, third party fees, including without limitation foreign rights societies and sub publishers.

 

Division of Income

Sync fees: 50% of all Net Revenue collected for sync fees derived from any and all uses of the Compositions and Masters shall be paid by Nu Music Group Inc. to the Licensor. Licensor’s share of Net Revenue shall be paid out within 60 days of each quarterly accounting period ending March 31st, June 30th, September 30th, December 31st. All record royalties and all shares of upfront license fees, synchronization fees, master use license fees and any license fees associated with those musical compositions due to artists, producers, performers, and other persons who performed in the making of the Masters and other royalty participants will be the sole responsibility of the Licensor. If the amount due to Licensor is less than $250.00 however, payout will be not later than sixty (60) days following the end of the first quarterly accounting period in which the amount due to Licensor exceeds $250.00.

Writer’s Share: Nu Music Group Inc. shall pay one hundred percent (100%) of the Net Revenue collected of the “Writer’s Share” derived from the Composition(s).

Publisher’s Share: Nu Music Group Inc. shall retain one hundred percent (100%) of the Net Revenue collected of the “Publisher’s Share” derived from the Composition(s).

Breach

Either party may terminate this agreement by giving the other party written notice of termination if the other party fails to make substantial and identifiable efforts to cure any material breach of or default under this Agreement within thirty (30) days after it receives written notice, sent by registered mail and setting out the nature of the breach and the steps deemed necessary to remedy the same.   

If the claims remain unresolved after substantial and identifiable steps were taken towards resolving the claims in question within thirty (30) days of receiving notice, the accused party will have an additional thirty (30) days to resolve the claims in question before being held in breach of this agreement. If after sixty (60) days has past and the claims have not been resolved, the accusing party will have the right to terminate this agreement  

Nu Music Group shall be entitled to continue to collect in perpetuity all income derived from licenses granted for use before this agreement is deemed terminated.

 

Audit

The Licensor may audit Nu Music Group Inc. Inc.’s books at their sole expense for records related to the reporting of Licensor’s share of Net Revenue. Such an audit can only be for the purpose of verifying the accuracy of statements sent to Licensor and only upon 30 days written notice. Licensor may make an examination for a statement only once and only within 18 months after the date any such statement is provided. Licensor deems to have consented to all accountings and that accountings shall be binding upon Licensor and not be subject to any objection unless specific objection, in writing stating the basis, is given to Nu Music Group Inc. within 2 years after the date such statement is rendered. Licensor shall not have the right to sue or otherwise commence any action against Nu Music Group Inc. in connection with any statement unless such suit or other action is filed within 2 years after such statement is required to be rendered.  

Warranties/Indemnity  

As of the Effective Date, Licensor hereby represents, warrants, and covenants throughout the Term of this Agreement:

i) Licensor has full power and authority to execute all of their obligations under this agreement and to grant the rights granted to Nu Music Group Inc. herein. Upon Licensor’s delivery this Agreement will be legal, valid, and binding. The compositions and the Masters provided do not infringe on any third party’s rights, copyright, trademark, service mark, or right of privacy or publicity.

ii) The compositions and the Masters provided do not infringe on any third party’s rights, copyright, trademark, service mark, or right of privacy or publicity. 

iii)  The Compositions and Masters are not defamatory.

iv)  Licensor and/or Licensor’s music publishing designee is affiliated with a recognized performing rights organization and will advise Nu Music Group Inc. of such affiliation.

v)  Neither Licensor nor anyone acting on their behalf:

  1. has received or will receive an advance, loan, or other payment from a third party which is or may be recoupable from monies which would otherwise be collectable by Nu Music Group Inc. herein
  2. is presently subject to any so-called “controlled compositions” clause under a recording or 
  3. is presently subject to any provision of a recording agreement which would allow a record company to charge any amount against mechanical royalties.

vi)  In the event of a breach of the Warranties/Indemnity section, Nu Music Group Inc.

will be entitled to reimburse itself from monies otherwise becoming due to Licensor or Licensor’s music publishing designee to the extent that monies are not collectable by Licensor by reason of such breach.

 

vii)  In the event of a breach of the Warranties/Indemnity section, Nu Music Group Inc. will be entitled to reimburse itself from monies otherwise becoming due to Licensor or Licensor’s music publishing designee to the extent that monies are not collectable by Licensor by reason of such breach.

Clarification

It is agreed that Nu Music Group Inc. shall not be entitled to receive proceeds of any license entered prior to the Effective Date of the Compositions and Masters.  

Notices

All notices under this agreement must be given in writing by registered mail at the appropriate address for each party indicated in this agreement. Notices shall be deemed given once the mail provider indicates that the notice has been delivered, except when a notice of change of address is received, then it will be effective only from the date of its receipt.

Miscellaneous

Nu Music Group Inc. shall have the right to freely assign this agreement or any of the rights hereunder. Licensor may not reassign this agreement or Licensor’s rights or obligations, and any such assignment will be null and void from the making thereof. This agreement may not be canceled or modified except by an agreement in writing signed by both parties. If any part of this Agreement shall be held to be void, invalid, or unenforceable, it shall not affect the validity of the balance of this Agreement. This Agreement shall be deemed to have been made in the  

Province of Ontario, and its validity, construction, and effect shall be governed by the laws of the  

Province of Ontario applicable to agreements wholly performed therein. The municipal, Provincial, and federal courts located in the City of Toronto, Province of Ontario, shall have exclusive jurisdiction over any and all disputes arising under this Agreement and the parties hereto hereby submit themselves to the exclusive jurisdiction of such courts for such purposes.  

 

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