GENERAL TERMS OF AGREEMENT
THE AGREEMENT sets out the Terms agreed on between the following parties:
CONFIDENTIAL RECORDS (UK) LTD ("the Label") and THE BAND / ACT ("the Artist")
WHEREAS the Artist is a composer, arranger and/or performer of music and / or author, arranger and/or performer of lyrics of musical compositions, the Label is engaged in the music business and wish to act as a digital distributor and collection agent for the Artist and his/her musical recordings on a non-exclusive basis until the Artist no longer requires the services of the Label.
IT IS HEREBY AGREED as follows:-
1. The Artist grants to the Label the right to collect royalties as generated by digital downloads / streams etc., collectable from their digital distribution network/s.
2. The Artist hereby warrants that the songs are completely new and original compositions which are not currently assigned to any distributor or online sales collection agency and do not infringe the copyright in any other song.
The Artist hereby indemnifies the Label from and against all costs claims demands proceedings and damages howsoever arising of any breach of this warranty.
The Artist confirms he/she is a representative of the musical act involved and has the authority to enter into Agreement with the Label and that all song titles submitted are genuine songs performed and written by the Artist or the Artist and another or all other members of the act he / she represents.
No distribution arrangements can be undertaken on original material for anyone who is not published through MAORI MUSIC Publishing (UK) Ltd and on the termination of any such publishing Agreement, any current releases will be deleted forthwith. (See below).
3. The Label will credit the Artist with 90% of all royalties received from all digital distributers by payment via their chosen payment method.
The Label will retain 10% of royalties as an administration / processing fee.
All due royalties will be sent to a single party (in the case of multiple Band / Act members).
No payment will be made until the full amount of any ADVANCE and associated fees has been made.
4. If the Artist is not a member of the Phonographic Performance Licencing Company (PPL) during the Term of this Agreement, any such mechanical rights in Works shall be deemed to be licensed to the Label so that the Label shall be the Administrator and Owner of the said rights during the Term and shall be empowered in turn to assign the said rights to the PPL.
5. The Artist understands they are able to give one months notice at any time after a minimum period of twelve months (or twenty four months where an ADVANCE option has been requested and approved) to terminate this Agreement and instigate DELETION of their release.
6. The Label will have no other rights in the recordings other than the right to place them into a Sync deal (where applicable), these rights being non exclusive, meaning the Artist can also submit recordings to other companies for Sync purposes provided that no assignment of copyright is required.
Expanded Terms Of Agreement
Music Licensing Agreement
A license agreement (hereafter referred to as the "AGREEMENT") is made between CONFIDENTIAL RECORDS UK LTD (hereafter referred to as the "LICENSEE") and the CLIENT (hereafter referred to as the "LICENSOR"), in regards to the musical compositions provided (hereafter referred to as the "Work/s") on the date of the signing of this agreement.
LICENSOR guarantees that it owns and controls the rights represented herein with respect to the recordings and the musical compositions in the Work/s and has and will hold throughout the TERRITORY and during the DURATION the above listed rights to exploit the Work as contemplated herein. LICENSOR shall indemnify and hold the LICENSEE harmless from any and all claims, liabilities and costs, losses, damages or expenses (including legal fees) arising out of any breach, allegation, claim or failure of any covenants or warranties made by the LICENSOR herein.
The mechanical, synchronisation, and performance rights granted to the LICENSEE within the AGREEMENT include:-
- Right to re-record, duplicate and release the Work as part of a production in whatever medium(s) necessary (i.e. video tape, film, CD-ROM, DVD). If the music is used in software such as a video game application or other software product, the music will be "embedded" with the intention that the end user of the software or video game is unable to extract or use the music on its own;
- Right to use the music as a soundtrack "synced" with visual images as part of a production; and
- Right to use the music as part of the public viewing or broadcast of a production (including but not limited to TV shows, videos, DVDs, Web Sites, podcasts, multimedia presentations, and films).
The LICENSOR grants LICENSEE an exclusive perpetual license to use the Work herein.
RIGHTS NOT INCLUDED IN THIS AGREEMENT
The rights granted to the LICENSEE do not permit the LICENSEE to:-
- Claim authorship of the music represented under this AGREEMENT;
- Transfer, share or sub-lease this license agreement with any other party;
- Copy or duplicate the Work except for use in the LICENSEE'S productions;
- Permit any other individual or third party the right to use the Work in place of the LICENSEE; and
- Resell, trade, or exploit for profit the Work contained herein outright or as part of other music and / or audio-related collections, in part or in whole, to any other individual or party (although the music can be sold as part of the production, which is a clear and distinct product from Work itself).
The territory of this contract is the entire Universe.
- The Artist warrants that he/she is the creator and/or owner of all titles submitted to the Label ("the
Compositions"), that the recording/s contain no uncleared samples of copyrighted material and that
he / she has full power to enter into this Agreement and that this Agreement does not infringe the rights
of any third party. All rights are also granted in the mechanical recordings of the songs for Sync and
promotional purposes (where applicable).
The Artist warrants that they permit the Label to use their name and likeness (including logos, still photographs and promotional videos) to promote and exploit the submitted works.
The Artist warrants that they will ensure the Label is kept up to date with changes of address, email address and Banking Information.
- The Label will organise and arrange non-exclusive Digital distribution for an agreed number of songs
through iTunes, Spotify, Amazon and other digital distribution outlets.
The Label will pay to the Artist a royalty of 90% on all sales returns after the recovery of any agreed ADVANCE, plus any agreed fee for additional necessary artwork design / preparation etc.
The initial period of distribution will be as arranged between the Artist and the Label.
An optional annual review/renewal fee will be applicable at which time the Artist or Label may opt to DELETE the release at no cost to the Artist.
The Label shall to the best of their ability ensure the collection promptly and in full of all earnings in respect of the Recordings.
The Label shall ensure that the Compositions are notified to all relevant royalty collecting and licensing societies in the UK and will exploit the Compositions wherever possible by such means as requested by the Artist including but not limited to Sync uses.
Advances & Recoveries
- When the Label issues a specific recording contract which is accepted by the Artist for the agreed
release of a SINGLE, EP or ALBUM etc., plus any attendant promotional fees or other outlays and
expenses as agreed with the Artist then this is considered to be on an ADVANCE basis commesurate
with the current standard rates shown on their website for the two-year release of the same product.
The full value of the ADVANCE plus any attendant fees will be recovered by the Label prior to the payment to the Artist of any due sales / download royalties etc.
Where Your Music Is Available
- For Digital Distribution, we use the following outlets:-
- Anghami Music
- Apple Music
- AWA Music
- Boomplay Music
- Bugs Music
- Genie Music
- Google Play
- iHeart Radio
- iTunes Match
- iTunes Radio
- iTunes (Worldwide)
- Music Island
- Naver Music
- Netease Cloud Music
- QQ Music
- Slacker Radio
- United Media Agency
- YouTube Music
- Cür Media
- La Curacao
- Y! Music
This is a comprehensive mixture of Sales and Streaming outlets.
(Outlets may be added or removed at short notice through a variety of third-party providers)
You may request to be exempted from sale from Download or Streaming sites when submitting your music for distribution.
We also submit your music to the BBC Introducing Network in the UK for you and create MusicBrainz and ReverbNation entries for you at no extra cost unless requested otherwise.
Digital Distribution (Sales)
- Sales Royalties arising out of the digital download and streaming of the music submitted for digital
distribution will be paid at the rate of 90% to the Artist with 10% retained by the Label as administrative
commission from all nett amounts received from our digital distribution network/s.
All due royalties will be sent to the Artist or our point of contact (in the case of multiple band members) for appropriate onward distribution.
Income can come from both sales (downloads) of either full albums or individual songs through retail outlets such as iTunes or Amazon or from Spotify or Deezer who allow subscribers to 'stream' audio or place them in their own 'playlists'.
PPL (Phonographic Performance Limited)
- Monies, fees and royalties arising out of the administration of the rights vested in the Phonographic
Performance Limited ("PPL") are collected by the PPL and paid direct to its members in accordance
with the rules laid down by that Company.
It is agreed that the Label shall collect such income in respect of the distributed Recordings and that these will be split 50/50 with the Artist.
In the event of the Artist being a member of the PPL, then they will retain all rights pertaining to their own Membership of the PPL.
All due royalties will be sent to the point of contact (in the case of multiple band members) or directly to the individuals if they are PPL members themselves.
Synchronisation (Where Applicable)
- The Label has the right to promote any approved Compositions to Production Companies, Music
Supervisors, Sync Agents and the like for use by means of Synchronisation with any cinematograph
film, television film or production, video cassette or digital disc and with any commercial or
Fees arising from Sync uses are referred to as "Sync Fee Income" and are collected by the Label in full.
The Label shall account to the Artist sums equal to the full Sync Fee Income received from the licensee after a deduction of a 20% administration fee ("the Sync Fee").
Sync Promotion is undertaken on a non-exclusive basis and any Sync Fee Income negotiated and received by the Artist independently of the efforts of the Label would remain theirs in their entirety.
- Virtually all distribution outlets account back to us in US$ and exchange rates can affect the overall
amounts received, however, the following are guides to expected incomes from digital downloads /
sales / streams.
- iTunes currently retails individual tracks at GBP£ 0.79
Albums are retailed at track multiples of this amount unless you specify otherwise.
They will deduct a commission of approx. 35% from all sales.
Our commission is 10% of the total received (nett) revenue.
After all deductions, clients may expect to receive about GBP£ 0.46 per individual sale and about GBP£4.60 from the sale of a ten-track album.
- 'Streams' are not sales, but payments made by subscription service users to listen to tracks and even retain them in their private 'playlists'.
Tracks retained in 'playlists' have the potential to earn repeated streaming income.
You can expect to receive substantially less than GBP£ 0.003 per 'stream'.
- Digital Royalties are mainly from Internet and Digital Radio / TV stations and are comparative in level to 'streaming' royalties.
Where revenues are received in Foreign Currencies, we use the rates quoted on XE.com to convert to GB Pounds Sterling.
The minimum accountable royalty is one penny.
(All income examples are subject to change and determined by the individual outlet/s concerned)
- iTunes currently retails individual tracks at GBP£ 0.79
Other than where the Label may undertake to finance the release of a SINGLE, EP or ALBUM for a client then clients who are releasing their second or further STD / DBL ALBUM and opt to distribute for FIVE years also have the option of applying for a Cash Advance based on 50% of the nett sales revenues that were earned on their immediately preceding ALBUM release.
NOTE : Previous ALBUM : Minimum qualifying nett sales of £200
Advances cross-collateralised across all previous releases.
Duration / Termination
Duration Of Rights
- The Recordings shall be distributed by the Label until the Artist gives the Label written notice that he
no longer requires the services of the Label (see below).
The exception to the above is if the Artist has requested and been awarded one of the available Advance Incentives in which case a minimum period of contracture of either twenty four months or until full recovery of said Advance has been made, whichever is the lesser, shall apply.
Termination / Deletion
- The release will automatically be deleted if the option to extend annual distribution is not excercised
after due notification has been made.
The release will automatically be deleted if any Publishing Agreement between the Artist and MAORI MUSIC Publishing (UK) Ltd is terminated by either party.
Written notice to terminate digital distribution arrangements only may be made by the client and be sent either via email or posted to the Label by Royal Mail.
Upon automatic deletion or receipt of a request to terminate the agreement, the Label will commence revocation of its distribution arrangements within the next 28 days.
Early cancellation charges may apply - no refunds on distribution fees can be given.
Digital Distribution Income will be accounted and payable for a period of three months following deletion.
Death Of A Client
- When a client dies Confidential Records will take over the intermediate administration of any release/s
until a successor can be appointed or until annual review / renewal is required at which point any
release/s will be deleted from sale.
A successor can be determined in one of the following ways:-
- By the will of the deceased client.
Any person named as the deceased's ultimate beneficiary in their Will will be entitled to administer digital distribution arrangements and to be a successor for the purpose of receiving any due download and sales royalties.
- By the law if a Will does not exist.
In this instance the standard laws of inheritance will be followed to determine the successor. It is strongly recommended that all members make a will to avoid disputes in determining the beneficiary.
DUOS / BANDS
- Transference to another surviving band member.
We will contact the surviving duo/band member/s to determine if they wish the release to be deleted immediately or if they wish to handle all administration from herein on.
As soon as we're informed of the death of a client, we will act in accordance with the above guidelines.
It is our policy that only one successor will be admitted for each deceased Client.
- By the will of the deceased client.
All royalties are paid to the point of contact for a Band / Act for onward distribution.
- The Label shall account to the Artist monthly, within the first ten (10) days of the month, itemising the
total numbers of sales attributed to the digital release.
The Artist will not receive a payment or a statement when no royalties have been collected or if they do not exceed £10.00 for UK Clients or £50.00 for International Clients (who do not use PayPal), in which case all due royalties will be held over until they achieve this minimum amount.
Payment will be made by either Internet Bank Transfer, Wire Transfer or PayPal (recommended), as agreed by the Artist, with all attendant Banking charges payable by the Artist.
Please note that all digital distribution outlets account back to us 2-3 months in arrears.
International payments will be sent in either Local Currency, US Dollars or GB Pounds Sterling as determined by ourselves.
It is the responsibility of the client to ensure that we have correct Banking Details at all times in order to send all royalties promptly.
Funds that we are unable to send and that remain unclaimed after three months will be considered to be forfeit.
Sync Fees (Where Applicable)
- The Label shall account to the Artist quarterly (for UK clients) or bi-annually (for International clients),
within our respective performance royalty distribution, itemising the total numbers of Sync placements
and fees (Sync Fees) attributable to any of the Artists songs that have been selected for Sync usage
within the preceeding period.
The Artist will not receive a payment or a statement when no Sync Fees have been collected or if they do not exceed £10.00 for UK Clients or £50.00 for International Clients (who do not use PayPal), in which case all due Sync Fees will be held over until they achieve this minimum amount.
Payment will be made by either Internet Bank Transfer, Wire Transfer or PayPal, as agreed by the Artist, with all attendant Banking charges payable by the Artist.
Where matters are handled by the Label on a BAND or LABEL / MANAGEMENT COMPANY basis, all monies will be sent to the initially named point of contact within the BAND or MANAGEMENT COMPANY for onward distribution as is deemed appropriate.
All International Payments will be subject to Bank Of England currency exchange rates and Banking Charges in proportion to the value of the transaction, set by the handling agent and deducted from the gross amount/s transmitted.
If you have any general cause for complaint regarding the quality of our services or performance, in the first instance please detail your grievance/s in an email and we will give a full written response within 48 hours.
In the event of any dispute as to the sums due to the Artist pursuant to any accounting period within the preceding year, the Artist may appoint a recognised Chartered Accountant to examine the books and records of the Label no more than once in any calendar year.
The Artist shall give notice in writing of intent to audit within thirty (30) days of said notice.
The Label will co-operate with any such Accountant conducting such audit and make available copy documentation as may be reasonably required.
In the event of any such audit where the Auditor is not engaged on a contingency or conditional fee or other speculative basis correctly revealing an under payment in excess of Ten Per Cent (10%) of the monies due to the Artist or Five Hundred Pounds (£500) (whichever is greater), the Label will pay the Artists reasonable costs of audit (not to include travel accommodation or subsistence costs) together with the outstanding sum and interest thereon at one per cent (1%) above the Labels Bankers published base rate from time to time calculated from the date of due payment to the date of actual payment thereof.
Miscellaneous / Legal
All notices which either party shall deliver to the other shall be sent by pre-paid letter post using the address provided on the Agreement or scanned / sent by electronic mail to the notified e-mail address.
All such notices shall be deemed served at the date three (3) days after the date of said mailing or upon actual receipt by the addressee whichever is earlier.
Nothing in this Agreement shall be construed so as to imply a partnership between the parties.
This Agreement contains all of the terms agreed between the parties herewith.
A person who is not a party to this agreement shall have no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
The Clause headings do not form part of and shall not be read into the construction of the Agreement.
This Agreement shall be governed and construed in accordance with English Law and the English Courts shall be the Courts of sole jurisdiction.
You are advised to consider taking independent advice on any aspect included herein before entering into any Agreement with us, if you so wish.
We reserve the right to refuse distribution if we feel that the material submitted is not appropriate for whatever reason. A full refund will be given in these cases.
Miscellaneous Administrative Charges
We are obliged to levy the following Administrative Charges:
- Duplicate Sales Royalty statements : £ 2.50 per Statement
(Backdated a maximum of three years)
Your trust in us is extremely important!
We take the protection of your personal rights, data, and right to determine the extent of the disclosure of personal information very seriously when collecting, processing, and using your personal data.
Contact Forms / Emails
We only store and use the information you provide on our Contact Forms or in Emails - such as your name, Email address, company data, subject, and message text - for the purposes of communicating with you and processing any claims for song registrations, digital distribution arrangements and royalty recoveries etc.
Names of any other Bands / Acts listed on any claim forms will be used for marketing purposes to offer services appropriate to their professional activities only.
Please note that submitted data is not encrypted; you should not send confidential information via any of our online forms, send this instead via direct Email.
- Duplicate Sales Royalty statements : £ 2.50 per Statement
We reserve the right to amend all Terms & Conditions without prior notice at any time.
E & O.E.
E & O.E.