caitlinchavanne.files.wordpress.com€¦ · Web viewDEAL MEMO. This Deal Memo is an agreement between _, herein known as “Producer,” and _,

DEAL MEMO

This Deal Memo is an agreement between _____________________________,

herein known as “Producer,” and _____________________________, herein

known as “Employee.”

Employee is being hired by Producer to

________________________________________________________________

________________________________________________________________

________________________________________________________________

As compensation for the job and/or services above, Producer will pay Employee

__________ per _______________________.

Employee will be an employee of Producer for

________________________________________________________________

Producer and/or _____________________________has the right to use

Employee’s likeness in materials used for publicity for

_____________________________.

Employee agrees that any information he/she learns and/or uses during the

course of employment is the property of _____________________________.

Employee agrees to keep all such information, material, etc. confidential and

secure from all third parties, unless he/she obtains written consent to do

otherwise. Failure to maintain confidentiality will result in legal action against

Employee.

Employee agrees that any work created for the purpose of

_____________________________ is his/her original work. Employee further

agrees that all rights, including copyrights, performance rights and publicity rights,

belong to _____________________________.

Employee understands that screen credits are at the sole discretion of

_____________________________

________________________ __________________________

Employee Name Employee Signature

________________________

Social Security Number

__________________________________________

Producer Name Producer Signature

EXCLUSIVE AGENT - MUSICIAN CONTRACT

THIS AGREEMENT is for the services of music and/or entertainment described below between the undersigned Musician(s) (includes accompanying musicians and/or entertainers as described below, hereinafter referred to as “MUSICIAN”) and the Agent who is to provide booking and management services (hereinafter referred to as “AGENT”).

I. TERM OF AGREEMENT

This AGREEMENT begins on the eighth day of October, 2014, and the term shall be valid through the thirty-first day of December, 2014, and shall be considered renewed at the end of the period herein unless ARTIST receives a written notice with the intent to terminate this contract. Any questions relating to this agreement shall be interpreted in accordance with the laws of the State of Louisiana.

II. SCOPE OF AGREEMENT

MUSICIAN(s) hereby employs AGENT and AGENT hereby accepts employment as MUSICIAN'S exclusive booking agent, manager and representative throughout the world for services, appearances and endeavors. "A.F.M." as used herein refers to the American Federation of Musicians of the United States of America and Canada.

III. DUTIES OF AGENT

a) AGENT agrees to use reasonable efforts performing the following duties: assist MUSICIAN in obtaining and negotiating engagements for the MUSICIAN'S professional career; promote and publicize MUSICIAN'S name and talents; business correspondence on MUSICIAN'S behalf; cooperate with duly constituted and authorized representatives of MUSICIAN in the performance of such duties.

b) AGENT will maintain office, staff and facilities reasonably adequate to perform these services. MUSICIAN is familiar with AGENT’S present office, staff and facilities and acknowledges these as reasonably adequate.

c) AGENT shall maintain such records as may be required by the State of Louisiana pursuant to any laws governing this industry or agreement.

IV. RIGHTS OF AGENT

a) AGENT may render similar services to others and may engage in other business and ventures.

b) MUSICIAN will promptly refer to AGENT all communications, written or oral, received by or on behalf of MUSICIAN.

c) MUSICIAN will not engage any other person, firm or corporation to perform AGENT’S services (except a personal manager) or perform or appear professionally or offer to do so, except through AGENT.

d) AGENT may publicize the fact that he or she is the exclusive booking agent and representative for MUSICIAN.

e) AGENT shall have the right to use or to permit others to use MUSICIAN'S name and likeness for advertising or publicity relating to MUSICIAN'S services and appearances (without cost or expense to MUSICIAN, unless MUSICIAN agrees in writing).

f) In the event of MUSICIAN'S breach of this AGREEMENT, AGENT'S sole right and remedy shall be the receipt of the commissions specified in this AGREEMENT from MUSICIAN, but only if MUSICIAN receives money or other consideration on which commissions are payable [except as provided in paragraph 5 (c)].

V. COMPENSATION OF AGENT

a) MUSICIAN agrees to pay the following commissions on the gross funds directly or indirectly received by MUSICIAN for each engagement:

i)Twenty (20%) percent of the gross funds received for a single night or two consecutive night engagement at the same place.

ii) Fifteen (15%) percent of all gross funds received for three or more consecutive night engagements at the same place.

b) Commissions shall be due and payable to AGENT by check or money order. Funds must be payable to Phonessence Records LLC.for the full amount due within seventy-two (72) hours after completion of engagement. In the event MUSICIAN fails to pay any commissions when due, AGENT may, at his or her discretion, refuse to secure further engagements for MUSICIAN until said commissions are paid. The refusal to secure further engagements for MUSICIAN because of failure to pay shall not constitute a breach on the part of AGENT to secure the minimum number of engagements provided hereunder. The minimum number of engagements guaranteed pursuant to paragraph 6(b) shall be reduced by either:

i)One (1) week for six night engagements, or

ii) Two (2) engagements for single night engagements for each week the commission remains due and payable.

c) No commissions shall be payable on any engagement if MUSICIAN is not paid for such engagement, and only if non-payment is not due to MUSICIAN'S misconduct. If non-payment for all or part of engagement is the fault of MUSICIAN, the full commission for the contract price will be paid to AGENT. This shall not preclude AGENT from seeking and recovering damages to compensate for actual expenses incurred as the direct result of the cancellation of an engagement when such cancellation was the result of the intentional misconduct of the MUSICIAN.

d) As used in this paragraph and elsewhere in this AGREEMENT, the term "gross earnings" shall mean the gross funds received by MUSICIAN for each engagement.

VI. DURATION AND TERMINATION OF AGREEMENT

a) The term of this AGREEMENT shall be as stated in the opening heading, subject to termination by either party upon the default of the other of any provision in this AGREEMENT.

b) Notice of such termination because of default of either party shall be given by mail addressed to the addressee at his last known address. At such time the MUSICIAN will play out those engagements specified and contracted by AGENT.

c) This contract remains in effect even if the musician joins or becomes a member of A.F.M. or other musician union.

VII. NO OTHER AGREEMENTS

This is the only AGREEMENT between the parties involved. There is no other agreement, arrangement, or participation between the parties which are not created by this AGREEMENT.

VIII. SUBMISSION AND DETERMINATION OF DISPUTES

GOVERNING LAW: This AGREEMENT shall be governed by the laws and in the courts of the State of Louisiana and by the laws of the United States, excluding their conflicts of law principles. Any dispute or legal proceeding regarding the AGREEMENT shall take place in the county of the United States, in the State of Louisiana.

IX. NO ASSIGNMENT OF THIS AGREEMENT

This AGREEMENT shall be personal to the parties and not transferable without the prior written consent of the MUSICIAN and AGENT. The obligations imposed by this AGREEMENT shall be binding. MUSICIAN may terminate this AGREEMENT in writing at any time within ninety (90) days after the transfer of a controlling interest in the AGENT.

X. DAMAGES

In view of the fact that musician is able to secure employment at establishments throughout the United States and the world and is further able to secure agents throughout the same area, it is difficult and costly for AGENT to ascertain the names of agents subsequently engaged by MUSICIAN or to ascertain the number of or value of subsequent engagements undertaken by MUSICIAN. The parties agree that in the event of MUSICIAN'S breach of this AGREEMENT either by securing bookings from another agent or person or by refusing bookings secured by AGENT, then AGENT'S damages shall be determined as follows:

a) For each remaining month of this AGREEMENT after MUSICIAN'S breach, AGENT shall be entitled to receive as damages an amount equal to the average monthly commissions to which AGENT was entitled prior to MUSICIAN'S breach. The average commission shall be based on actual engagements by MUSICIAN as well as bookings refused by MUSICIAN.

b) AGENT shall be further entitled to receive his or her costs, disbursements and attorney's fees as provided by law in any suit to collect damages provided herein.

XI. A.F.M. MEMBERSHIP

By executing this AGREEMENT, MUSICIAN does not obligate himself in any way to become a member of the A.F.M., notwithstanding any agreement AGENT may have with A.F.M.

XII. TERMS

All terms expressed in the singular shall also mean the plural and all terms implying gender shall mean either gender.

DATED: _______________________

For AGENT

For MUSICIAN

Signature

Signature

Name

Name

Address

Address

City/State/Zip

City/State/Zip

Telephone

Telephone

RECORDING - MECHANICAL LICENSE

Date:________________________

Gentlemen:

The undersigned (hereinafter referred to as the "Publisher"), owns the copyright or controls the rights to reproduce in phonorecords,(“phonorecords” is herein defined as CD, DVD, MP3 and any and all other mechanical forms of delivery now in existence or that may come into being) and to distribute phonorecords of the below copyrighted musical work.

TITLE: 

WRITER(S): 

PHONORECORD NO.: ARTIST:

RECORD COMPANY:

You have advised the Publisher that you wish to use said copyrighted work under the compulsory license provision of Section 115 of the Copyright Act relating to the making and distribution of phonorecords of such work.

Upon your doing so, you shall have all the rights which are granted to, and all the obligations which are imposed upon, users of said copyrighted work under the compulsory license provision of the Copyright Act after distribution of phonorecords of the copyrighted work to the public in the United States by another person under the authority of the copyright owner, except that with respect to phonorecords thereof made and distributed by you:

1. You shall pay royalties and account to the Publisher quarterly, within 45 days after the end of each calendar quarter, on the basis of phonorecords made and distributed; and

2. For such phonorecords made and distributed, the royalty shall be the statutory rate in effect at the time the phonorecord is made (and any royalty stated in terms of a percentage of the statutory rate shall apply to the statutory rate at such time); and

3. This compulsory license covers and is limited to one particular recording of said copyrighted work set forth above as performed by the artist and on the phonorecord number set forth above; and this compulsory license does not supersede nor in any way affect any prior agreements now in effect respect to phonorecords of said copyrighted work; and

4. If you fail to account to Publisher and pay royalties as herein provided, Publisher may give you written notice that, unless the default is remedied within 30 days

from the date of the notice, this compulsory license will be automatically terminated. Such termination shall render either the making and/or the distribution of all phonorecords for which

royalties have not been paid, actionable as acts of infringement under, and fully subject to the remedies provided by the Copyright Act.

5. You need not serve or file the notice of intention to obtain a compulsory license required by the Copyright Act.

We acknowledge receipt of a copy hereof: ______________________________

(Record Company) By ___________________________

______________________________ (Publisher)

By ____________________________

CO-PUBLISHING CONTRACT

THIS AGREEMENT, made this day of , 20, is for the services of music and/or entertainment described below between the undersigned Artists (includes accompanying musicians and/or entertainers as described below, hereinafter referred to as “FIRST PARTY” and “SECOND PARTY”) who will act as co-publishers.

FIRST PARTY and SECOND PARTY agree to co-publish a musical composition entitled:

words and music written by:

.

c) FIRST PARTY and SECOND PARTY agree to co-publish the composition on a fifty-fifty (50-50) basis. FIRST PARTY and SECOND PARTY will each receive fifty (50%) percent of all publishing receipts of said composition following payment of all writer royalties, costs of copyright and usage registration, printing and all normal expenses incurred on behalf of said composition. Any extraordinary expenses will not be incurred by either party without the written consent of the other (i.e., advertising, publicity, promotional expenses).

d) Public Performance Rights in and to the composition will be assigned to and licensed by ________________________________ is hereby authorized to pay directly to each of the publishers the following: (a) FIRST PARTY, 50%; (b) SECOND PARTY, 50%.

e) The composition is to be copyrighted in the joint names of the parties. Additionally, under the terms of this agreement, the composition's joint ownership shall be for the life of the copyright and any renewal of this copyright. Sheet music, folios, record labels, orchestrations, and all other printed material concerning the composition shall bear the names of both publishers.

f) SECOND PARTY agrees that FIRST PARTY shall issue all licenses for the mechanical reproduction, and synchronization uses of said composition throughout the world, and for sub-publication rights to said composition throughout the world in behalf of both parties.

g) It is further agreed that FIRST PARTY shall be held accountable to SECOND PARTY and the composer(s), and FIRST PARTY agrees to make statements and payments to SECOND PARTY and composer(s), within forty-five (45) days after June 30th and December 31st of each calendar year.

h) GOVERNING LAW: This AGREEMENT shall be governed by the laws and in the courts of the State of _____________ and by the laws of the United States, excluding their conflicts of law principles. Any dispute or legal proceeding regarding the AGREEMENT shall take place in the county of _____________, in the State of _________________.

i) This agreement and option shall be considered renewed at the end of the period herein unless each party receives a written notice with the intent to terminate this contract. Any questions relating to this agreement shall be interpreted in accordance with the laws of the State of ______________________.

Your signature below will constitute this as a binding agreement between us.

DATED: _______________________

AGREED TO AND ACCEPTED

For First PartyFor Second Party

Signature

Signature

Name

Name

Address

Address

City/State/Zip

City/State/Zip

Telephone

Telephone

WITNESS:

ASCAP PUBLISHER APPLICATION

1 2

3

4 5

Instructions

Complete this Application only if you cannot apply online.

Find out if you are eligible to apply on online by going to “Join ASCAP,” at www.ascap.com/about/howjoin.asp. It’s faster, more efficient, and facilitates ASCAP’s ability to communicate with you. Only if you are not eligible to apply online should you proceed with using a paper application.

To proceed with the Paper Application, please fill out the attached four (4) forms:

H ASCAP Publisher Application H ASCAP Membership Agreement H ASCAP Application Processing Fee Form H W-9 Form—Request for Taxpayer Identification Number and Certificate

(Required by the Internal Revenue Service)

Sign all four (4) forms. Keep a copy for your files.

The signature on the Agreement must match the signature on your Application. If you are under 18, a parent’s or guardian’s signature is required on both the Agreement and Application.

Complete the application processing fee payment section:

There is a non-refundable processing fee of $25 due upon submission of your application. ASCAP will not process your application without payment. You may pay by credit card, check or money order. Do not send cash.

Send all four (4) completed and signed forms together to: Membership Application Enclosed, ASCAP, One Lincoln Plaza, New York, NY 10023

IN ACCORDANCE WITH PARAGRAPH 11 OF THE ASCAP MEMBERSHIP AGREEMENT, if you have granted the right to license your works for performances in foreign countries to any other entity, please provide us with a list showing each such country, the entity with which you have such an agreement, the date the agreement expires, and any other pertinent information concerning that agreement.

TAX FORM: The IRS requires that ASCAP has accurate tax information on file for all members who are U.S. citizens or resident aliens. ASCAP CANNOT PROCESS YOUR APPLICATION IF THE W-9 FORM IS NOT COMPLETED AND SIGNED. If you use your Social Security Number for your publishing entity, your name and Social Security Number (SS#) must match the name and number as they appear on your Social Security card. If you have obtained a separate Tax ID# for your publishing entity, use this number on Form W-9.

If you are not a U.S. citizen or resident alien, you will need to fill out a W-8BEN Form. The W-8BEN Form can be downloaded from the Internal Revenue Service’s website at: www.irs.gov. You can also request the form by calling ASCAP’s Member Management Administration office in New York at (212) 621-6240.

ARTICLES OF ASSOCIATION, RULES AND REGULATIONS AND AFJ2: The Application asks you to acknowledge that you have read ASCAP's Articles of Association, Compendium of Rules and Regulations, and the Second Amended Final Judgment entered in U.S. v. ASCAP ("AFJ2"). All of these documents are available on our website at: www.ascap.com/reference/. ASCAP will also provide printed copies of these documents upon request at no charge.

NOTIFICATION OF ACCEPTANCE. If you are elected to membership, you will receive notice of acceptance along with your personalized ASCAP Member Card indicating your Member Code Number. A fully executed copy of your agreement will be kept on record at ASCAP.

If there is a problem with your application, ASCAP’s Member Management Administration will contact you.

THANK YOU FOR APPLYING!

H-P-ENG-2007-06 ASCAP, One Lincoln Plaza, New York, NY 10023 (212) 621-6000 WWW.ASCAP.COM


1. COMPANY NAME: In order to collect your publishing royalty income, you must establish a publishing company with a unique name, and your ASCAP publishing company CANNOT be affiliated with any other performing rights licensing organization. Please list four choices for this name in order of preference, not to exceed 50 characters, including spaces. The first publishing company name in your order of preference which is “cleared” for your use will be your ASCAP publishing company name. Names are checked according to pronunciation and various spellings. PLEASE NOTE: If your publishing company will be a subsidiary of your corporation or LLC, you must include the corporation or LLC as part of the publishing company name, e.g. ABC Corp. d/b/a XYZ Music Publishing Company. PLEASE ALLOW 2-3 WEEKS FOR THE CLEARANCE PROCESS.

(1) (2) (3) (4)

2. CORRESPONDENCE ADDRESS:

C/O (if applicable)

Street Address Apt. #

City State Zip Country

Phone Number ( ) Fax Number ( )

E-mail*

* ASCAP will use your e-mail address for ASCAP correspondence only. We will not share or sell your e-mail address. You may opt out of receiving ASCAP e-mail correspondence or change your email address at any time, but only after you have completed the application process and have been accepted as a member.

Please note: Publisher contact information for performed works will be listed in the ACE database on the ASCAP web site.

ROYALTY ADDRESS: (only if you would like your royalties and performance statements sent to a different address than above) C/O (if applicable)

Street Address Apt. #

City State Zip Country

Phone Number ( ) Fax Number ( )

OWNER’S NAME (FULL LEGAL NAME)

3. THIS COMPANY WAS FORMED AS A: (check one) Individual Ownership/Sole Proprietorship (fill out A below) Partnership or Joint Venture (fill out B and #4, below) Corporation or Limited Liability Company (LLC) (fill out C and #4, below)

A. INDIVIDUAL OWNERSHIP/SOLE PROPRIETORSHIP:

SOCIAL SECURITY # OR TAX IDENTIFICATION # Please note: If you are providing a Social Security Number, it should be associated with your legal name.

Do you wish to have royalty checks made payable in the company’s name, or in your name? (check one) Company name My name doing business as (d/b/a) Company name

B. PARTNERSHIP OR JOINT VENTURE:

List All Partners or Co-Venturers (first name, last name)* (attach additional pages if needed)

__________________________________________________ __________________________________________________ __________________________________________________

Social Security # (for each partner or co-venturer listed)

________________________________________ ________________________________________ ________________________________________


TAX IDENTIFICATION # YEAR ESTABLISHED

Social Security numbers CANNOT be used as Tax ID numbers.

C. CORPORATION OR LLC:

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TAX IDENTIFICATION # STATE OF INCORPORATION DATE OF CHARTER

IMPORTANT NOTE: You CANNOT apply as a corporation if you have not registered as one with your state. Social Security numbers CANNOT be used as Tax ID numbers.

LIST ALL OFFICERS OR MEMBERS (first name, last name) AND TITLES* (attach additional pages if needed)

LIST ALL STOCKHOLDERS (corporations only) OR ALL OWNERS (LLC’s only)* (attach additional pages as needed)

4. PUBLISHER REPRESENTATIVE:

Each publisher member, unless an individual ownership/sole proprietorship, must file the name of a person who will be the publisher’s representative, for all purposes, to ASCAP (see Articles of Association, Article III, Section 10). This person must be an officer, partner, co-venturer or owner. Please list this designated representative’s name and capacity below.

INDIVIDUAL’S NAME (FIRST NAME, LAST NAME) CAPACITY, i.e. officer (specify office held), partner, co-venturer or owner SIGNATURE OF DESIGNATED REPRESENTATIVE

5. If any of the individuals or entities listed in 3A, 3B or 3C are or have been members or affiliates of

ASCAP BMI SESAC or a foreign performing right licensing organization please provide the following information: (if more than three individuals, attach additional pages if needed.)

INDIVIDUAL’S NAME (FIRST NAME, LAST NAME) INDIVIDUAL’S NAME (FIRST NAME, LAST NAME) INDIVIDUAL’S NAME (FIRST NAME, LAST NAME)

If a publisher, please indicate:

NAME OF COMPANY SOCIAL SECURITY or TAX ID #

6. I AM APPLYING FOR MEMBERSHIP, BASED ON THE FOLLOWING MUSICAL WORK OR SONG PUBLISHED BY MY (OUR) COMPANY:

Title of ONE musical work or song*:

Songwriter(s)/Composer(s)

* Entering the title of your work is solely for the purpose of substantiating your qualifications for ASCAP membership. A title registration with ASCAP for this work must be submitted upon your membership election.

7. Please complete AT LEAST ONE of the following requirements (7A, 7B, 7C, 7D) that you as a publisher meet to qualify for membership in ASCAP and provide the information requested based on the musical work or song listed in number 6 above:

A. Public performance in any venue licensable by ASCAP (club, live concert, symphonic concert or recital venue, college or university, etc.) Performer: Name of Venue:

Date of Performance*: Location (city, state):

* The Date of Performance must be in the past. If you don’t have this qualification, you may be able to apply using another method of substantiation.

OR B. Performance in any audio visual or electronic medium (film, television, radio, Internet, cable, pay-per-view etc.) Medium:

Title or name of film, television program, website, radio station:

Date of Performance*: * The Date of Performance must be in the past. If you don’t have this qualification, you may be able to apply using another method of substantiation.

SUBSTANTIATING WORK INFORMATION

To qualify for membership in ASCAP, you must be engaged in the music publishing business, and have assumed the financial risk involved in the normal publication of musical works or own compositions regularly performed by ASCAP’s licensees (e.g., be the publisher of at least one musical work or song that has been commercially recorded, performed publicly in any venue licensable by ASCAP, performed in any audio visual or electronic medium, or available for sale or rental as sheet music, a score or folio).


OR C. A commercial recording

Recording Artist: Date of Release*: Record Label (Includes independent or self releases):

* The Date of Release must be in the past. If you don’t have this qualification, you may be able to apply using another method of substantiation.

OR D. Published sheet music, score or folio available for sale or rental

Title of published sheet music, score or folio:

8. Please list the type of musical genre you primarily work in (check only one):

Popular, or Symphonic/Concert Music (works for orchestra, chamber ensemble, chorus, wind ensemble, concert band, solo instrumental, electro-acoustic forces, etc.).

9. WARRANTIES AND REPRESENTATIONS

A. Applicant warrants that the work listed in Item #6 above is a domestic or foreign copyrighted musical composition owned by Applicant as of this date. If a foreign copyright, performing rights for the United States and Canada are owned by Applicant.

d) Applicant also hereby represents that there are no existing assignments or licenses, direct or indirect, of non-dramatic performing rights in or to the musical work listed in Item #6 above accept for the assignments or licenses of which Applicant has attached true copies.

e) Applicant has read the ASCAP Articles of Association, Compendium of Rules and Regulations, and Second Amended Final Judgement entered in U.S. vs ASCAP (“AFJ2”), and agrees to be bound by them, as now in effect, and as they may be amended, and Applicant agrees to execute agreements in such form and for such periods as the Board of Directors shall have required and shall hereafter require for all members.

f) Applicant represents that Applicant meets the eligibility requirements for publisher membership, as set forth herein. Applicant understands that ASCAP reserves the right to request substantiation of eligibility at any time.

E. Applicant warrants and represents that all of the information furnished in this application is true. Applicant acknowledges that any agreement entered into between ASCAP and the company will be in reliance upon the representations contained in this application, and that this membership will be subject to termination if any information contained in this application is not complete and accurate, or if the names of each owner, stockholder and officer are not provided as requested.

Optional: Publisher Digital Home Recording (“DART”) Royalties Election

Under the Audio Home Recording Act of 1992, royalties are paid by manufacturers and importers of digital audio recording equipment and recording media (e.g., blank tapes or discs). The royalties are shared by writers, publishers, recording artists and record companies. ASCAP can act on behalf of those members who specifically designate ASCAP to represent them in digital audio royalty matters under the Act. SEE DART FACT SHEET ON BACK FOR MORE INFORMATION BEFORE MAKING YOUR DECISION. IF YOU ARE UNDECIDED, YOU MAY LEAVE THIS SECTION BLANK.

YES, Applicant grants the American Society of Composers, Authors and Publishers (“ASCAP”) the exclusive right to collect and distribute digital audio royalty payments as provided in Public Law No. 102-563 (the Audio Home Recording Act of 1992), as such law may be amended and payments for home recording of Applicant’s copyrighted musical works outside of the United States, with respect to all of the musical works described in the ASCAP Membership Agreement.

NO, Applicant does not wish ASCAP to represent me regarding home recording rights. Undecided

PLEASE SIGN YOUR LEGAL NAME HERE:

Sign Here Date

Signature of parent or guardian if applicant is under 18 Date

REMINDER: YOU MUST MAIL THE FOLLOWING FOUR (4) FORMS TOGETHER TO: Membership Application Enclosed, ASCAP, One Lincoln Plaza, New York, NY 10023

H ASCAP Publisher Application (this form) H ASCAP Membership Agreement H W-9 Form or other applicable tax form. (See instructions.) H Application Processing Fee Form. (See instructions.)

ALL FOUR (4) FORMS MUST BE COMPLETED AND SIGNED OR YOUR APPLICATION WILL BE RETURNED TO YOU.

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For ASCAP office use only: Card type/check #_____________________________ Transaction Code:__________________________________ Date:__________________________

H-P-ENG-2007-06

ASCAP, One Lincoln Plaza, New York, NY 10023 (212) 621-6000 WWW.ASCAP.COM


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APPLICATION PROCESSING FEE: There is a non-refundable processing fee of $25 due upon submission of your application. ASCAP cannot process your application without payment of this fee. You may pay by credit card, check or money order. Do not send cash.

If paying by check or money order, please make payable to ASCAP and staple or clip it here:

If paying by credit card, please complete the following information:

CARDHOLDER INFORMATION:

Cardholder Name:

Billing Address: Apt. #:

City: State: Zip: Country:

Card Type: Visa[ ] Mastercard[ ]

Card Number:

Card ID Number (This is the last 3-digit number on the back of your credit card. See illustration below):

Expiration Date: Month______ Year______


ASCAP DART (Digital Audio Recording Technology) Fact Sheet

The Audio Home Recording Act of 1992 created new royalty funds to be shared by writers, publishers, recording artists and record companies. Royalties are paid by manufacturers and importers of digital audio recording equipment and recording media (e.g., blank tapes or discs).

The royalties are then divided into two funds. One-third of the total paid is allocated to the Musical Works Fund. (The other two-thirds is allocated to the Sound Recordings Fund, to be shared by recording artists and record companies.) The Musical Works Fund is then subdivided 50-50 into a Writers Subfund and a Publishers Subfund. Royalties are allocated to claimants within each subfund based on broadcast performances or phonorecord sales.

Royalties are allocated among the interested parties in each subfund as they agree or, in the absence of agreement, as a Copyright Arbitration Royalty Panel and the Copyright Office decide.

ASCAP will act on behalf of those members who specifically designate ASCAP to represent them in digital audio royalty matters under the Act. ASCAP’s services on behalf of those members include negotiations with other individual and joint claimants to Musical Works Fund royalties to reach voluntary agreement for the fair and equitable distribution of royalty payments. In the absence of such voluntary agreements, ASCAP will represent those members in distribution proceedings before the Copyright Arbitration Royalty Panel, and seek the maximum award of royalties to which those members are entitled. ASCAP will then distribute to those members the digital audio royalty payments collected.

ASCAP has a long and very successful track record in representing our members before the Copyright Arbitration Royalty Panel and its predecessor entity, the Copyright Royalty Tribunal, in the collection and distribution of royalties paid by users pursuant to the cable, satellite home carrier, jukebox and noncommercial broadcast compulsory licenses. ASCAP is positioned, by virtue of our experience and the records we maintain in the ordinary course of business, to provide these valuable additional services with respect to digital audio royalty payments to our membership.

ASCAP is able to render these services at minimal cost, primarily by using data we process in our routine survey of radio feature performances. We also rely on retail sales data electronically gathered by a computerized information management network. We will also include in the amount to be distributed all interest earned while sums are in the process of distribution, in keeping with ASCAP’s normal practice.

Claims to each year’s royalties must be filed in January or February of the next year. Thus, for example, claims to this year’s royalties must be filed between January 1 and February 28 of next year.

You need not have ASCAP represent you in digital audio royalty distribution proceedings—you may appear individually, or have another entity represent you. HOWEVER, IF YOU WANT ASCAP TO REPRESENT YOU, YOU MUST CHECK “YES” ON THE ASCAP PUBLISHER APPLICATION FORM. IF YOU CHECK “YES,” YOU MAY TERMINATE THIS RIGHT GRANTED TO ASCAP AS OF JANUARY 1 OF ANY YEAR GIVING NOTICE BY CERTIFIED MAIL TO ASCAP TO BE RECEIVED NO LATER THAN SEPTEMBER 30 OF THE PRECEDING YEAR.

IF YOU DO NOT DESIGNATE ASCAP TO REPRESENT YOU IN THIS MATTER AND YOU DO NOT FILE A TIMELY CLAIM ON YOUR OWN BEHALF OR MAKE ARRANGEMENTS TO BE REPRESENTED BY SOME OTHER ORGANIZATION, THERE IS NO POSSIBILITY THAT YOU WILL RECEIVE ANY PAYMENT OF DIGITAL AUDIO WRITER OR PUBLISHER ROYALTIES. DO NOT MISS THE OPPORTUNITY FOR ADDITIONAL ROYALTIES BECAUSE YOU FAILED TO TAKE ACTION WHEN IT MATTERED.

If you have any questions, please contact our Member Services Department at 1-800-952-7227.


ASCAP MEMBERSHIP AGREEMENT

Agreement made between the Undersigned (for brevity called “Owner”) and the AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS (for brevity called “Society”), in consideration of the premises and of the mutual covenants hereinafter contained, as follows:

1. The Owner grants to the Society for the term hereof, the right to license non-dramatic public performances (as hereinafter defined), of each musical work:

Of which the Owner is a copyright proprietor; or Which the Owner, alone, or jointly, or in collaboration with others,

wrote, composed, published, acquired or owned; or

In which the Owner now has any right, title, interest or control whatsoever, in whole or in part; or

Which hereafter, during the term hereof, may be written, composed, acquired, owned, published or copyrighted by the Owner, alone, jointly or in collaboration with others; or

In which the Owner may hereafter, during the term hereof, have any right, title, interest or control, whatsoever, in whole or in part.

The right to license the public performance of every such musical work shall be deemed granted to the Society by this instrument for the term hereof, immediately upon the work being written, composed, acquired, owned, published or copyrighted.

The rights hereby granted shall include:

(a) All the rights and remedies for enforcing the copyright or copyrights of such musical works, whether such copyrights are in the name of the Owner and/or others, as well as the right to sue under such copyrights in the name of the Society and/or in the name of the Owner and/or others, to the end that the Society may effectively protect and be assured of all the rights hereby granted.

(b) The non-exclusive right of public performance of the separate numbers, songs, fragments or arrangements, melodies or selections forming part or parts of musical plays and dramatico-musical compositions, the Owner reserving and excepting from this grant the right of performance of musical plays and dramatico-musical compositions in their entirety, or any part of such plays or dramatico- musical compositions on the legitimate stage.

(c) The non-exclusive right of public performance by means of radio broadcasting, telephony, “wired wireless,” all forms of synchronism with motion pictures, and/or any method of transmitting sound other than television broadcasting.

(d) The non-exclusive right of public performance by television broadcasting; provided, however, that:

(i) This grant does not extend to or include the right to license the public performance by television broadcasting or otherwise of any rendition or performance of (a) any opera, operetta, musical comedy, play or like production, as such, in whole or in part, or (b) any composition from any opera, operetta, musical comedy, play or like production (whether or not such opera, operetta, musical comedy, play or like production was presented on the stage or in motion picture form) in a manner which recreates the performance of such composition with substantially such distinctive scenery or costume as was used in the presentation of such opera, operetta, musical comedy, play or like production (whether or not such opera,

operetta, musical comedy, play or like production was presented on the stage or in motion picture form): provided, however, that the rights hereby granted shall be deemed to include a grant of the right to license non-dramatic performances of compositions by television broadcasting of a motion picture containing such composition if the rights in such motion picture other than those granted hereby have been obtained from the parties in interest.

(ii) Nothing herein contained shall be deemed to grant the right to license the public performance by television broadcasting of dramatic performances. Any performance of a separate musical composition which is not a dramatic performance, as defined herein, shall be deemed to be a non-dramatic performance. For the purposes of this agreement, a dramatic performance shall mean a performance of a musical composition on a television program in which there is a definite plot depicted by action and where the performance of the musical composition is woven into and carries forward the plot and its accompanying action. The use of dialogue to establish a mere program format or the use of any non-dramatic device merely to introduce a performance of a composition shall not be deemed to make such performances dramatic.

(iii) The definition of the terms “dramatic” and “non-dramatic” performances contained herein are purely for the purposes of this agreement and for the term thereof and shall not be binding upon or prejudicial to any position taken by either of us subsequent to the term hereof or for any purpose other than this agreement.

(e) The Owner may at any time and from time to time, in good faith, restrict the radio or television broadcasting of compositions from musical comedies, operas, operettas and motion pictures, or any other composition being excessively broadcast, only for the purpose of preventing harmful effect upon such musical comedies, operas, operettas, motion pictures or compositions, in respect of other interest under the copyrights thereof; provided, however, that the right to grant limited licenses will be given, upon application, as to restricted compositions, if and when the Owner is unable to show reasonable hazards to his or its major interests likely to result from such radio or television broadcasting; and provided further that such right to restrict any such composition shall not be exercised for the purpose of permitting the fixing or regulating of fees for the recording or transcribing of such composition, and provided further that in no case shall any charges, “free plugs,” or other consideration be required in respect of any permission granted to perform a restricted composition; and provided further that in no event shall any composition, after the initial radio or television broadcast thereof, be restricted for the purpose of confining further radio or television broadcasts thereof to a particular artist, station, network or program. The Owner may also at anytime and from time to time, in good faith, restrict the radio or television broadcasting of any composition, as to which any suit has been brought or threatened on a claim that such composition infringes a composition not contained in the repertory of Society or on a claim by a non-member of Society that Society does not have the right to license the public performance of such composition by radio or television broadcasting.

2. The term of this Agreement shall be for a period commencing on the date hereof and continuing indefinitely thereafter unless terminated by either party in accordance with the Articles of Association.

3. The Society agrees, during the term hereof, in good faith to use its best endeavors to promote and carry out the objects for which it was organized, and to hold and apply all royalties, profits, benefits and advantages arising from the exploitation of the rights assigned to it by its several members, including the Owner, to the uses and purposes as

provided in its Articles of Association (which are hereby incorporated by reference), as now in force or as hereafter amended.

4. The Owner hereby irrevocably, during the term hereof, authorizes, empowers and vests in the Society the right to enforce and protect such rights of public performance under any and all copyrights, whether standing in the name of the Owner and/or others, in any and all works copyrighted by the Owner, and/or by others; to prevent the infringement thereof, to litigate, collect and receipt for damages arising from infringement, and in its sole judgment to join the Owner and/or others in whose names the copyright may stand, as parties plaintiff or defendants in suits or proceedings; to bring suit in the name of the Owner and/or in the name of the Society, or others in whose name the copyright may stand, or otherwise, and to release, compromise, or refer to arbitration any actions, in the same manner and to the same extent and to all intents and purposes as the Owner might or could do, had this instrument not been made.

5. The Owner hereby makes, constitutes and appoints the Society, or its successor, the Owner’s true and lawful attorney, irrevocably during the term hereof, and in the name of the Society or its successor, or in the name of the Owner, or otherwise, to do all acts, take all proceedings, execute, acknowledge and deliver any and all instruments, papers, documents, process and pleadings that may be necessary, proper or expedient to restrain infringements and recover damages in respect to or for the infringement or other violation of the rights of public performance in such works, and to discontinue, compromise or refer to arbitration any such proceedings or actions, or to make any other disposition of the differences in relation to the premises.

6. The Owner agrees from time to time, to execute, acknowledge and deliver to the Society, such assurances, powers of attorney or other authorizations or instruments as the Society may deem necessary or expedient to enable it to exercise, enjoy and enforce, in its own name or otherwise, all rights and remedies aforesaid.

7. It is mutually agreed that during the term hereof the Board of Directors of the Society shall be composed of an equal number of writers and publishers respectively, and that the royalties distributed by the Board of Directors shall be divided into two (2) equal sums, and one (1) each of such sums credited respectively to and for division amongst (a) the writer members, and (b) the publisher members, in accordance with the

system of apportionment and distribution of royalties as determined by the Board of Directors in accordance with the Articles of Association as they may be amended from time to time.

8. The Owner agrees that the apportionment and distribution of royalties by the Society as determined from time to time by the Board of Directors of the Society, in case of appeal by him, shall be final, conclusive and binding upon him. The Society shall have the right to transfer the right of review of any apportionment and distribution of royalties from the Board of Directors to any other agency or instrumentality that in its discretion and good judgment it deems best adapted to assuring to the Society’s membership a just, fair, equitable and accurate apportionment and distribution of royalties. The Society shall have the right to adopt from time to time such systems, means, methods and formulae for the establishment of a member’s apportionment and distribution of royalties as will assure a fair, just and equitable distribution of royalties among

the membership.

9. “Public Performance” Defined. The term “public performance” shall be construed to mean vocal, instrumental and/or mechanical renditions and representations in any manner or by any method whatsoever, including transmissions by radio and television broadcasting stations, transmission by telephony and/or “wired wireless”; and/or reproductions of performances and renditions by means of devices for reproducing sound recorded in synchronism or timed relation with the taking of motion pictures.

10. “Musical Works” Defined. The phrase “musical works” shall be construed to mean musical compositions and dramatico-musical compositions, the words and music thereof, and the respective arrangements thereof, and the selections therefrom.

11. The powers, rights, authorities and privileges by this instrument vested in the Society, are deemed to include the World, provided, however, that such grant of rights for foreign countries shall be subject to any agreements now in effect, a list of which is attached hereto.

12. The grant made herein by the Owner is modified by and subject to the provisions of (a) the Second Amended Final Judgment in United States vs ASCAP, Civ. Action No. 41-1395 (S.D.N.Y. June 11, 2001), as the same may be amended from time to time, and (b) the provisions of the Articles of Association and resolutions of the Board of Directors.

SIGNED, SEALED AND DELIVERED, on this of day

month

, . year

{SIGN YOUR LEGAL NAME HERE Owner*

Society

PRINT OR TYPE YOUR FULL LEGAL NAME HERE (MUST MATCH NAME ON APPLICATION)

* SIGNATURE OF PARENT OR GUARDIAN, IF APPLICANT IS UNDER 18 PRINT OR TYPE NAME OF PARENT OR GUARDIAN

{ AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS BY

PRESIDENT AND CHAIRMAN OF THE BOARD

ASCAP G One Lincoln Plaza, New York, NY 10023 G (212) 621-6000

p-w/p-eng-2003-01

Action

Date

O.K. to print

Revised proofs requested

TLS, have you transmitted all R text files for this cycle update?

Date

Form W-9

(Rev. November 2005)

Department of the Treasury Internal Revenue Service

I.R.S. SPECIFICATIONS

3 TO BE REMOVED BEFORE PRINTING

Signature

INSTRUCTIONS TO PRINTERS FORM W-9, PAGE 1 of 4 MARGINS: TOP 13mm (1⁄2 "), CENTER SIDES. PAPER: WHITE WRITING, SUB. 20. INK: BLACK FLAT SIZE: 216mm (81⁄2 ") 279mm (11") PERFORATE: (NONE)

PRINTS: HEAD to HEAD

DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

Request for Taxpayer Identification Number and Certification

Give form to the requester. Do not send to the IRS.

Exempt from backup withholding

Requester’s name and address (optional)

Name (as shown on your income tax return)

Business name, if different from above

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Certification

Under penalties of perjury, I certify that:

or

Individual/ Check appropriate box: Sole proprietor

Corporation Partnership Other

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

j) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

k) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

l) I am a U.S. person (including a U.S. resident alien).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4.)

Sign Here U.S. person

Purpose of Form

A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee.

In 3 above, if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

For federal tax purposes, you are considered a person if you are:

Signature of

Date  ● An individual who is a citizen or resident of the United

States,

● A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or

● Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information.

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

● The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form W-9 (Rev. 11-2005)

Social security number

––

Employer identification number

–

Part II

Print or type See Specific Instructions on page 2.

3

I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING

INSTRUCTIONS TO PRINTERS FORM W-9, PAGE 2 of 4 MARGINS: TOP 13 mm (1⁄2"), CENTER SIDES. PRINTS: HEAD to HEAD PAPER: WHITE WRITING, SUB. 20. INK: BLACK FLAT SIZE: 216 mm (81⁄2") 279 mm (11") PERFORATE: (NONE)


Form W-9 (Rev. 11-2005)

● The U.S. grantor or other owner of a grantor trust and not the trust, and

● The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.

Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments (after December 31, 2002). This is called “backup withholding.” Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 4 for details),

Page 2 3. The IRS tells the requester that you furnished an

incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules regarding partnerships on page 1. Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC). If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.), then check the box for “Other” and enter “LLC” in the space provided.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt From Backup Withholding

If you are exempt, enter your name as described above and check the appropriate box for your status, then check the “Exempt from backup withholding” box in the line following the business name, sign and date the form.

3




Form W-9 (Rev. 11-2005)

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

Exempt payees. Backup withholding is not required on any payments made to the following payees:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

Page 3

Part I. Taxpayer Identification

Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-owner LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

IF the payment is for . . .

Interest and dividend payments Broker transactions

Barter exchange transactions and patronage dividends

Payments over $600 required to be reported and direct sales over $5,000 1

THEN the payment is exempt for . . .

All exempt recipients except for 9

Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker

Exempt recipients 1 through 5 Generally, exempt recipients

2

1 through 7 See Form 1099-MISC, Miscellaneous Income, and its instructions.

1 2

However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees; and payments for services paid by a federal executive agency.

3




Form W-9 (Rev. 11-2005)

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding on page 2.

Signature requirements. Complete the certification as indicated in 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

Page 4

What Name and Number To Give the Requester

For this type of account:

1. Individual

2. Two or more individuals (joint account)

3. Custodian account of a minor (Uniform Gift to Minors Act)

4. a. The usual revocable savings trust (grantor is also trustee)

b. So-called trust account that is not a legal or valid trust under state law

5. Sole proprietorship or single-owner LLC

For this type of account:

6. Sole proprietorship or single-owner LLC

7. A valid trust, estate, or pension trust

8. Corporate or LLC electing corporate status on Form 8832

9. Association, club, religious, charitable, educational, or other tax-exempt organization

10. Partnership or multi-member LLC

11. A broker or registered nominee

12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

Give name and SSN of:

The individual

Circle the minor’s name and furnish the minor’s SSN.

You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules regarding partnerships on page 1.

The actual owner of the account or, if combined funds, the first individual on the account 1

The minor 2 The grantor-trustee 1

The actual owner 1 The owner 3

Give name and EIN of:

The owner 3

Legal entity 4 The corporation

The organization

The partnership The broker or nominee The public entity

1

2

3

4

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

STANDARD SONGWRITERS CONTRACT

AGREEMENT entered into this __________ day of ____________, 19__ by and between____________________________________________________ __________________________________________________(hereinafter referred to as “PUBLISHER”) and _________________ c/o Christopher Whent, Esq., 270 Madison Avenue, Suite 1410, New York, New York 10016 (hereinafter referred to as “COMPOSER”).

1. COMPOSER hereby sells, assigns and delivers to PUBLISHER, its successors and assigns, the original musical Composition written and composed by COMPOSER, presently entitled “___________________” (the “Composition”), including the title, words and music thereof, all worldwide rights therein, all copyrights therein and thereto, all registrations with respect thereto, and the exclusive right to secure copyrights and any extensions and renewals of copyrights in the same and in any arrangements and adaptations thereof, all throughout the world, and any and all other rights, claims and demands that COMPOSER now has or to which he might be entitled or that he hereafter could or might secure throughout the world with respect thereto if these presents had not been made, and to have and to hold the same absolutely and forever unto PUBLISHER, its successors and assigns.

2. COMPOSER hereby warrants and represents that the Composition is an original work, that neither the Composition nor any part thereof infringes upon the title, literary or musical property or copyright of or in any other work nor the statutory, common law or other rights (including rights of privacy) of any person, firm or corporation, that he is the sole writer and COMPOSER and the sole owner of the Composition and all the rights therein, and that he has not sold, assigned, transferred, hypothecated or mortgaged any right, title or interest in or to the Composition or any part thereof or any of the rights herein conveyed, that he has not made or entered into any contract with any other person, firm or corporation affecting the Composition or any right, title or interest therein or in the copyright thereof, that no person, firm or corporation other than COMPOSER has or has had claims any claimed any right, title or interest in or to the Composition or any part thereof, any use thereof or any copyright therein, that the Composition has never been published, and that COMPOSER has full right, power and authority to make this present instrument of sale and transfer.

3. In consideration of this contract and of the rights and interests hereby conveyed and granted, PUBLISHER agrees to pay to COMPOSER the following royalties in respect of the Composition:

(a) Ten cents ($.10) per copy for each piano copy of the Composition and for each dance orchestration of the Composition printed, published and sold in the United States and Canada by PUBLISHER or its licensees, for which payment has been received by PUBLISHER, after deduction of returns.

Standard Songwriter’s Contract

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(b) Ten percent (10%) of the wholesale selling price upon each printed copy of each other arrangement and edition of the Composition, printed, published and sold in the United States and Canada by PUBLISHER, for which payment has been received, after deduction of returns, except that in the event the Composition shall be used or caused to be used, in whole or in part, in conjunction with one or more other compositions in a folio, album or other publication, COMPOSER shall be entitled to receive that proportion of said royalty which the Composition shall bear to the total number of compositions contained in such folio, album or other publication.

(c) Fifty percent (50%) of any and all net sums actually received (less any costs for collection) by PUBLISHER in the United States from the exploitation in the United States and Canada by licensees of PUBLISHER of mechanical rights, electrical transcription and reproducing rights, motion picture and television synchronization rights, printing rights (except public performing rights) in the Composition, whether or not such licensees are affiliated with, owned in whole or in part by, or controlled by PUBLISHER.

(d) COMPOSER shall receive his public performance royalties throughout the world directly form his own affiliated performing rights society and shall have no claim whatsoever against PUBLISHER for any royalties received by PUBLISHER from any performing rights society which makes payment directly (or indirectly other than through PUBLISHER) to writers, authors and composers.

(e) Fifty percent (50%) of any and all net sums, after deduction of foreign taxes, actually received (less any costs for collection) by PUBLISHER in the United States from sales, licenses and other uses of the Composition in countries outside of the United States and Canada [other than public performance royalties as hereinabove mentioned in subparagraph 3(d)] from collection agents, licensees, subpublishers or others, whether or not same are affiliated with, owned in whole or in part by, or controlled by PUBLISHER.

(f) PUBLISHER shall not be required to pay any royalties on professional or complimentary printed copies of the Composition or copies of mechanical derivatives of the Composition which are distributed gratuitously to performing artists, orchestra leaders and disc jockeys or for advertising, promotional or exploitation purposes. Furthermore, no royalties shall be payable to COMPOSER on consigned copies of the Composition unless paid for, and not until such time as an accounting therefor can properly be made.

(g) If the Composition does not now have lyrics, and lyrics shall hereafter be added by PUBLISHER, the above royalties shall be divided equally between COMPOSER on the one hand and writer or writers of the lyrics on the other hand.

(h) Except as herein expressly provided no other royalties or moneys hall be paid to COMPOSER. In no event shall COMPOSER be entitled to share in any advance payments, guarantee payments or minimum royalty payments which PUBLISHER may receive in connection with


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any subpublishing agreement, collection agreement, licensing agreement or other agreement covering the Composition.

4. Within ninety (90) days after the last days of June and December in each year, PUBLISHER will prepare and furnish semiannual statements to COMPOSER hereunder, and each such statement shall be accompanies by payment of any and all sums shown to be due thereby, after deduction of any and all advances. PUBLISHER shall have the right to retain as a reserve against returns such portion of payable royalties as shall be necessary in its best business judgment. COMPOSER shall notify PUBLISHER in writing of any specific objection to such statements no later than one (1) year after the receipt thereof by COMPOSER. Any and all objections, questions, or disputes concerning any such statement shall be waived by COMPOSER unless such written objection is received by PUBLISHER within such one (1) year period. COMPOSER or certified public accountant in his behalf may, at COMPOSER’s expense, not more than once during each one (1) year period, examine PUBLISHER’s books insofar as same concern COMPOSER, during PUBLISHER’s usual business hours and upon reasonable written notice, for the purpose of verifying the accuracy of any statements rendered to COMPOSER hereunder. PUBLISHER’s books relating to activities during any accounting period may only be examined as aforesaid during the one (1) year period following receipt by COMPOSER of the statement for said accounting period.

5. COMPOSER hereby grants to PUBLISHER the perpetual right to use and publish and to permit others to use and publish COMPOSER’s name (including any professional name heretofore or hereafter adopted by COMPOSER), likeness and biographical material, or any reproduction or simulation thereof and the title of the Composition in connection with the printing, sale, advertising, distribution and exploitation of music, folios, the Composition, and for any other purpose related to the business of PUBLISHER, its associates, affiliates and subsidiaries, or to refrain therefrom.

6. COMPOSER hereby acknowledges that PUBLISHER has the right hereunder, in its sole discretion, to substitute a new title or titles for the Composition, to make changes, arrangements, adaptation, translations, dramatizations and transpositions of the Composition, in whole or in part, and in connection with any other musical, literary or dramatic material, and to add new lyrics to the music of the Composition or new music to the lyrics of the Composition. COMPOSER hereby waives any and all claims which he has or may have against PUBLISHER, its associates, affiliates and subsidiaries by reason of the fact that the title of the Composition may be the same as or similar to that of any other musical compositions heretofore or hereafter acquired by PUBLISHER.

7. COMPOSER hereby authorizes and empowers PUBLISHER as COMPOSER’s true and lawful attorney to renew, pursuant to law, for and in the name of COMPOSER, if living, the copyright of the Composition, and to execute and deliver in the name of COMPOSER a formal assignment of each renewal copyright to PUBLISHER, for its own use and benefit, subject to the payment of the same royalties as hereinbefore provided.


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8. COMPOSER shall not transfer nor assign this contract nor any interest therein nor any sums that may be or become due hereunder without the prior written consent of PUBLISHER, and no purported assignment or transfer in violation of this restriction shall be valid to pass any interest to the assignee or transferee.

9. PUBLISHER may take such action as it deems necessary, either in COMPOSER’s name or in its own name, against any person, firm or corporation to protect the rights and interest acquired by PUBLISHER hereunder. COMPOSER will, at PUBLISHER’s request, cooperate fully with PUBLISHER in any controversy which may arise or litigation which may be brought concerning PUBLISHER’s rights and interests acquired hereunder. PUBLISHER shall have the right, in its absolute discretion, to employ attorneys and to institute or defend any action or proceeding and to take any other proper steps to protect the right, title and interest of PUBLISHER in and to the Composition and every portion thereof and in that connection, to settle, compromise or in any other manner dispose of any matter, claim, action or proceeding and to satisfy any judgment that may be rendered, in any manner as PUBLISHER in its sole discretion may determine. Any legal action brought by PUBLISHER against any alleged infringer of the Composition shall be initiated and prosecuted by PUBLISHER, and if there is any recovery made by PUBLISHER as a result thereof, after deduction of the expense of litigation, including but not limited to attorney’s fees and court costs, a sum equal to fifty percent (50%) of such net proceeds shall be paid to COMPOSER. If a claim is presented against PUBLISHER in respect to the Composition, and because thereof PUBLISHER in respect to the Composition, and because thereof PUBLISHER is jeopardized, PUBLISHER shall have the right thereafter, until said claim has been fully adjudicated or settled, to withhold any and all royalties that may be or become due with respect to the Composition pending the final adjudication or settlement of such claim. PUBLISHER, in addition, may withhold other royalties to be earned pursuant to this contract or any other agreement between COMPOSER and PUBLISHER, sufficient, in the opinion of PUBLISHER, to reimburse PUBLISHER for any contemplated damages, including court costs and attorneys’ fees resulting therefrom. PUBLISHER shall advance the costs of litigation, if any, including court costs and attorney’s fees, together with any damages which may be paid as a result of the settlement or adjudication of a claim in connection with the Compositions. COMPOSER hereby agrees to indemnify and hold PUBLISHER harmless from and against any and all costs and damages incurred by PUBLISHER in the settlement or adjudication of any claim in connection with the Composition. In addition to all of PUBLISHER’s other rights and remedies in connection with such indemnity, all such costs and damages shall be deemed an advance against any royalties payable to COMPOSER under this contract or any other agreement between COMPOSER and PUBLISHER. Upon the final adjudication or settlement of each and every claim hereunder, all moneys withheld shall then be disbursed in accordance with the rights of the parties as provided hereinabove.

10. PUBLISHER shall have the right to assign this agreement and any of its rights hereunder and to delegate any of its obligations hereunder, in whole or in part, to any person, firm or corporation. Without limiting the generality of the foregoing, PUBLISHER shall have


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the right to enter into subpublishing, collection, print or other agreements with respect to the Composition with any person, firm or corporation for any one or more countries of the world.

11. This contract contains the entire understanding between the parties, and all of its terms, conditions and covenants shall be binding upon and shall inure to the benefit of the respective parties and their heirs, successors and assigns. No modification or waiver hereunder shall be valid unless the same is in writing and is signed by the party sought to be bound.

12. This contract shall be deemed to have been made in the State of New York and its validity, construction and effect shall be governed by and construed under the laws and judicial decisions of the State of New York applicable to agreements wholly performed therein.

13. All notices, statements and payments required or desired to be given hereunder shall be given by addressing same to the addresses of the respective parties hereinbelow set forth, or to such other address as either party may hereafter designate, by written notice, to the other party. Notices shall be in writing and shall be delivered either personally (to any officer if the addressee is a corporation), by the United States mails, certified or registered, postage prepaid, or by cable or telegraph, charges prepaid. Each notice shall be deemed served when delivered personally, or when deposited in the United States mails or in a telegraph or cable office.

14. The use of the singular in this agreement shall apply to and mean the plural where appropriate.

15. PUBLISHER shall promptly after the execution hereof pay to COMPOSER the sum of two hundred fifty dollars ($250), which sum shall constitute an advance recoupable by PUBLISHER from any and all monies payable to COMPOSER hereunder.

[16. COMPOSER collaborated with __________________________ in the creation of the Composition. Accordingly, COMPOSER is assigning to PUBLISHER only an undivided fifty percent (50%) interest of all right, title and interest in and to the Composition. In connection with the foregoing, COMPOSER shall be entitled to receive credit for no more than fifty percent (50%) of the royalties otherwise payable pursuant to paragraph 3 above. Nevertheless, all of the obligation, warranties and liabilities to PUBLISHER of COMPOSER and ________________shall be joint and several.]

17. In the event that the Composition shall not have been Commercially Exploited (as said term is hereinafter defined) on or before ____________________, then PUBLISHER shall, promptly after receipt by PUBLISHER of notice served by COMP

Documents

caitlinchavanne.files.wordpress.com€¦ · Web viewDEAL MEMO. This Deal Memo is an agreement between _____________________________, herein known as “Producer,” and _____________________________,

caitlinchavanne.files.wordpress.com€¦ · Web viewDEAL MEMO. This Deal Memo is an agreement between _, herein known as “Producer,” and _,