US Sync Exclusivity Terms and Conditions
SYNC VARIATION AGREEMENT
(1) Registered User (Writer(s), jointly and severally if more than one); and
(2) Sentric Music Publishing Limited of 1st Floor, 29 Parliament Street, Liverpool, L8 5RN (“Sentric“)
Each of Writer(s) and Sentric may be referred to in this Agreement as a “Party” and collectively as the “Parties”.
(A) The Parties are subject to a Publishing Agreement (Agreement), a copy of which is attached at Schedule 1 to this variation agreement.
(B) The Parties wish to amend the Agreement as set out in this variation agreement with effect from 1st January 2019 (Variation Date).
- TERMS DEFINED IN THE AGREEMENT
In this variation agreement, expressions defined in the Agreement and used in this variation agreement have the meaning set out in the Agreement.
In consideration of the mutual promises set out in this agreement, the Parties agree to amend the Agreement as set out below.
3.1 With effect from the Variation Date the Parties agree the following amendments to the Agreement:
3.1.1 Clause 1 shall be deleted in its entirety and replaced with the following:
(a) Subject to clause 1 (c) below, the term of this Agreement (Term) shall commence on the Effective Date and shall continue (subject to clause 1 (c) below) until either Party gives to the other Party twenty eight (28) days written notice (Notice Period) to terminate the Term of this Agreement, whereupon the Term shall expire at the end of such Notice Period.
(b) After the Notice Period, Sentric will continue to have the exclusive right granted by the Writer(s) to collect and administer residual income generated by the SC(s) prior to and during the Term for six (6) months after the Notice Period (Collection Period). Any monies received after the expiry of such Collection Period shall be paid to the Writer(s) without reductions, deduction or set-off SAVE THAT if Sentric suffers any administrative burden as a result of the failure by the Writer(s) (or his / her / their new publisher / administrator) to promptly de-register Sentric as the publisher of any SC(s) with any collection society after the end of the Term (for example, Sentric reimbursing any monies incorrectly paid by a collection society to Sentric after the Collection Period which are subsequently reclaimed by the new publisher or administrator or Writer(s)), then the Writer(s) agree(s) that Sentric can charge its usual administration fees hereunder in such circumstances for dealing with the same.
(c) Notwithstanding the foregoing, if Sentric (or any of Sentric’s foreign subsidiaries, affiliates and licensees) has demonstrably pitched any of the SC(s) during the Term with the Writer’s(s’) prior written approval to any potential interested party (PIP) for exploitation thereof (e.g. synchronisation), such SC(s) hereafter each being a relevant pitched work (RPW), then the Parties agree that if the PIP reverts to Sentric (or any of Sentric’s foreign subsidiaries, affiliates and licensees) during the eighteen (18) month pitch activation period following expiry of the Term (PAP) to confirm that they do wish to enter into an agreement for the exploitation of the RPW, then Sentric (or the relevant of Sentric’s foreign subsidiaries, affiliates and licensees as the case may be) may enter into the relevant licence or other agreement with the PIP provided said licence or agreement is entered into prior to the expiry of the PAP.”
3.1.2 Clause 3(c) shall be deleted in its entirety and replaced with the following:
“Sentric and Sentric’s foreign subsidiaries, affiliates and licensees shall have for the duration of the Term (including the PAP with regard to any RPW described in clause 1 (c)) and subject to the approvals set out below and in clause 3(d) hereof the fullest possible rights to:
- Administer and exploit the SC(s)
- Print, publish, sell, dramatize, use and license any and all uses of the SC(s)
- Execute in its own name, any and all licences and agreements affecting or respecting the SC(s), including but not limited to licenses for mechanical reproduction, public performance, sub publication and the associated licensing of such rights to third parties.
- Utilise Writer’s(s’) name and approved likeness(es) solely in connection with the advertising, publicizing and exploitation of the SC(s).”
3.1.3 Clause 8(a) shall be deleted in its entirety and replaced with the following:
“In addition to the rights granted hereunder in respect of the SC(s), Writer(s) hereby grant(s) to Sentric the non-exclusive right (save for in the US, where the right shall be exclusive) to solicit, procure and enter into Synchronisation licences in respect of the SC(s) and (subject to the rights of any third party rights holder) in any masters owned and/or controlled by Writer(s) which embody the SC(s).”
3.1.4 Clause 10(a) shall be deleted in its entirety and replaced with the following:
“During the Term Sentric shall have the sole right (but not the obligation) in full consultation with the Writer(s) to prosecute, defend, settle and comprise all suits and actions respecting the SC(s) and generally to do and perform all things reasonably necessary concerning to prevent and restrain the infringement of copyrights or other rights relating to the SC(s). The aforesaid rights shall also extend to any relevant PAP and associated RPW.”
3.1.5 Clause 18(b) shall be deleted in its entirety and replaced with the following words:
“Upon termination of the Term all rights and interest in the SC(s) shall revert to the Writer(s) without further formality SAVE THAT for any RPW, the Term in respect thereof shall potentially continue until the expiry of the relevant PAP.”
3.2 Except as set out in clause 3.1 above, the Agreement shall continue in full force and effect.
- GOVERNING LAW AND JURISDICTION
4.1 This variation agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and interpreted in accordance with the law of England and Wales.
4.2 The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of, or in connection with, this variation agreement or its subject matter or formation.
BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU (WRITER(S)) AGREE TO THE TERMS OF THIS VARIATION AGREEMENT WHICH WILL BIND YOU (WRITER(S)).
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