quote:

THIS AGREEMENT is made the 1st day of January 2008 between **** Sounds Pty Ltd. (hereinafter called “THE PUBLISHER”)

And Florian Remus Daian, hereinafter called "THE WRITER")


IT IS AGREED AS FOLLOWS

1. Subject to clause 1.2, The Writer exclusively licenses to The Publisher its successors and assigns for all countries and territories of the world and the solar system (“Territory”) for the entire duration of copyright (the “Period”) the entire copyright and all similar rights of whatsoever nature and all rights title interest of the writer in and to the musical works (hereinafter jointly and severally referred to as “the Compositions”) listed in the schedule to this Agreement (the Schedule”) including all vested contingent and future rights of copyright and to which the Writer or his personal representatives or heirs hereinafter be entitled (and any and all renewals and extensions thereof) in each jurisdiction of the Territory.

1.2 The Writer retains the right to make adaptations of the Compositions, provided that such adaptations are not substantially similar to the Compositions, and have different names to the Compositions. The Writer will own the copyright in any such adaptations and may exploit them, or license others to exploit them, provided that the Writer will not use the adaptations, or license or assign them for use, in any production music or library music business, as those terms are understood in the entertainment industry, without the prior written consent of the Publisher.

2. Without prejudice to the generality of the exclusive licence granted to the Publisher hereunder the rights vested in and herein assigned to the Publisher shall include the sole and exclusive rights in respect of the Compositions:-

2.1 To reproduce and exploit the Compositions by means of mechanical reproduction by way of record or other sound bearing contrivance and/or visual image producing contrivance or devise now known or hereafter to become known for sale to the public.

2.2 To grant perpetual or limited licenses for the recording and for synchronisation of the Compositions with any motion picture or television film or production or any other visual image producing device and to make dramatic-musical works of the Compositions.





2.3 Subject as hereinafter expressly provided to collect any and all income that may arise hereunder whether prior to or during and after the date thereof.

2.4 To permit or licence any person, firm or company to do or grant sub-licences in respect of any of the foregoing.

2.5 To enjoy without limitation to the foregoing, all other rights of reproduction, publication, performance, broadcasting, diffusion, synchronisation, adoption, translation, loan to the public or other use or exploitation now or hereafter known. Further, the Writer exclusively licenses to the Publisher for the Period the entire copyright throughout the world in the sound recordings of the Compositions provided by the Writer to the Publisher and forming part of the Publishers recorded music library (the “Recordings”).. The Publisher will have the exclusive right to exploit the Recordings by any means now known or later invented, subject to payment of royalties under this Agreement.

2.6 It is acknowledged and agreed that as between the parties hereto the Publisher shall be solely responsible at its expense for various costs on relation to the exploitation of the Recordings, being all manufacturing costs, marketing costs and that such expenditure shall not be recouped against any royalties payable to the Writer hereunder.

3. The Writer hereby warrants undertakes and agrees that:

3.1 The Writer has full right power and authority to enter into this Agreement and grant to the Publisher the rights herein set forth upon the terms and conditions herein.

3.2 The Compositions are unencumbered, unpublished (save where specifically stated otherwise) and original works capable of copyright protection throughout the Territory and/or arrangements of public domain works.

3.3 The Compositions and the Recordings are not defamatory, obscene or unlawful and do not and will not infringe the copyright or any other rights of any third party.

3.4 There is no suit claim action or other legal or administrative proceeding now or pending or threatened which involves the Composition or the Recordings or the Writer and which might in any way act to impair the Publisher of any of the rights herein granted.

3.5 The Writer will acknowledge execute and deliver all such further instruments or documents and perform all such further acts as the Publisher may reasonably deem necessary or desirable to give effect to the terms and provisions of this Agreement.

3.6 The Writer will hold the Publisher free and harmless against any and all claims demands damages expenses losses or costs (including legal costs on an indemnity basis) wheresoever and howsoever arising as a direct or indirect result of any breach of the representations warranties undertaking and agreements of the Writer contained in this Agreement.

3.7 As between the Publisher, its sub-publisher and licensees the Writer hereby waives any and all moral rights and like rights that the Writer may have in the Compositions and the Recordings whether now or in the future and consents to their exploitation by the Publisher or its sub-publisher and licensees by any and all means including but not limited to any form of exploitation which save for this consent may infringe such moral rights and shall not make any claim against the Publisher or any party authorised to exploit the Compositions and the Recordings by the Publisher based on moral or like rights in the Compositions or the Recordings.

3.8 In this Agreement the term “Writer” shall mean and include all and each of the parties first above mentioned and all representations warranties and obligations and agreements of the Writer contained in this Agreement shall be deemed to be joint and several. Unless a different division of royalties is specified herein all royalties and other moneys payable to the Writer hereunder shall be divided equally between all the parties comprising the Writer.

3.9 In the event the Writer has created the Composition (or any of them) in collaboration with any person or persons not subject to this Agreement then the royalty rates set out in Clause 7 hereof shall be applied as between the Publisher and the Writer to such percentage of one hundred percent (100%) of the total receipts, royalties and other moneys attributable to the exploitation of one hundred percent (100%) of the Compositions hereunder, which such actual percentage shall be set out in the Schedule of this Agreement.

3.10 The Writer is or intends to be member of the Australasian Performing Right Association or an affiliated society (hereinafter called “the APRA”) and shall remain so during the term.

3.11 APRA is hereby authorised to treat the Publisher as exploiting the Compositions (other than by publishing) for the benefit of the persons interested therein

4. The performing right in the Compositions is reserved to APRA (subject as herein provided) for which purposes “performing right” shall mean the rights granted by the Writer to APRA as a member of APRA.

PROVIDED as is expressly agreed if the performing right in the Compositions is not or ceases to be vested in APRA or any similar body the performing right shall belong to the Publisher who as a member of APRA shall ensure that the performing right is assigned to APRA and the Writers share of royalties (as hereinafter defined) is paid to the Writer as if the Writer were a member on condition that the Publisher shall have received the Writers share of the performing right royalties

4.1 All receipts from the exploitation of the Writers and Publishers performing rights in the Compositions shall be divided by the APRA and its affiliated societies as between the Writer and Publisher in accordance with sub-clause 5.4 hereof.

5. The Publisher undertakes to pay or procure the payment to the Writer the following royalties from the use and/or exploitation of the Compositions and the Recordings hereunder:-

5.1 Fifty percent (50%) of Net Receipts in respect of the mechanical reproduction or other exploitation of the Compositions in the APRA territory (except performing rights income)

5.2 (a) Fifty percent (50%) of Net Receipts from overseas sub-publishers, licensees, representatives and agents of the publisher (except performing rights income ) in respect of the use or exploitation of the Compositions outside the APRA territory
(b) Where the Publishers licenses the Compositions to overseas sub-publisher, licensees, representatives or agents (including the Publishers affiliates) the terms of such sub-licences shall in no event provide for the payment to the Publisher of less than fifty percent (50%) of all other royalties received by such sub-licenses

(c) Fifty percent (50%) of Net Receipts derived from the exploitation of the Recordings.

5.3 For the purposes of Clauses 5.1 to 5.2 the term “Net Receipts” shall mean all fees and royalties actually received by the Publisher in Australia

5.4 The Writer shall receive six twelfths (6/12ths) “the Writers share” of performing rights income which shall be collected and distributed by the relevant performing right society with which the Writer is affiliated so long as they are in a position to do so. The relevant performing right societies shall pay to the Publisher the full six twelfths (6/12ths) “the Publisher share” of the performing rights income.
In the event the Publisher receives the so-called “writers share” it undertakes to pay over such share to the Writer. The Writer shall not be entitled to share in any moneys distributed as the Publisher share to the Publisher by APRA or any other performing right society.

5.5 The royalties referred to above shall be calculated in each case after the following deductions:-(a) G.ST. and any other taxes required to be deducted: (b) Standard commissions deducted by performing right societies, mechanical right societies or any other collecton agencies established for any purpose: (c) Any amount paid by way of remuneration to other third parties eg. sub publishers.

6. The Publisher shall maintain true and accurate accounts in respect of the exploitation of the Compositons thoroughout the Territory

6.1 The Publisher shall render to the Writer a half yearly Statement of Account
made up to 30th June and 31st December receptively within 60 days in each case and shall detail each sums received by the Publisher in the applicable half yearly period in respect of the exploitation of the Compositions and the Recordings and the amount payable to the Writer in respect thereof and at the same time shall pay to the Writer a remittance for all moneys shown due hereby in accordance with the provisions hereunder provided that the Publisher shall be entitled to carry forward to the next accounting date any payment of less than fifty dollars (A$50.00). Such payments shall be subject to the deduction or withholding of income taxes or other taxes required to be deducted or withheld under the laws of any country.

6.2 Such aforesaid statements shall be binding upon the Writer unless a written objection has been made by the Writer within 12 months of the date of such statement.

6.3 The Writer may at the Writers expense appoint an independent certified or chartered accountant on his behalf to audit at a mutually convenient time and upon giving 28 days written notice to the Publisher the books of account of the Publisher insofar as they relate to the Compositions or the exploitation of the rights granted hereunder ant to make copies thereof provided that no such audit shall be undertaken more than once in every twelve (12) month period from the date thereof.

6.4 Any independent certified or chartered accountant (as applicable) shall on behalf of himself and his firm give written undertaking in favour of the Publisher not to disclose to any third party any information obtained from the books of the Publisher or from any employee or other person engaged by Publisher save for the purpose of and in the course of legal proceeding and subject to a like undertaking to the Publisher not to make use of the same in connection with the affairs of any person firm or company other than the Writer.

6.5 Such accountant shall not act on a contingency fee basis and shall not undertake an audit if he or his firm is currently engaged on an audit of the Publisher or instructed to carry out such an audit of the Publisher by a third party.

6.6 Any audit hereunder shall be commenced and completed no later than 6 months from the date upon which notice of audit is given to the Publisher and the Writer shall provide the Publisher with a copy of any report produced reflecting such audit in the event a claim is made.

7.1 The Publisher shall have the right at its discretion to institute and prosecute any such action proceeding claim or demand necessary against any person firm or company in order to enforce and protect the Publisher rights in the Compositions and Recordings hereunder. The Publisher may commence any such legal action in the names of both the Publisher and the Writer, provided that the Publisher bears the costs of such legal action In the event of any recovery the net proceeds resulting after deductions of all costs and expenses including but not limited to expenses of litigation attorneys fees and court costs shall be divided equally between the Writer and the Publisher..

7.2 If a claim is made or action brought by any third party against the Publisher in respect of the breach of any of the Writers representations warranties or covenants hereunder the Publisher shall give to the Writer details of such claim or action as known to the Publisher and thereafter until the claim or action has been adjudicated or settled the Publisher shall withhold payment of a proper and reasonable proportion of money due or becoming due to the Writer under this Agreement or any other Agreement which the Writer may have with the Publisher or the Publisher associated companies in such sums as shall in the reasonable opinion of the Publisher be sufficient to hold the Publisher harmless pending the outcome of such claim or action and the Writer hereby agrees that all costs damages losses charges and disbursements (including legal fees) and the amount of judgement or settlement shall be deducted by the Publisher under this Agreement or any other agreement which the Writer may have with the Publisher associated companies.

The Publisher shall be free to assign license or transfer this Agreement or any or all of its rights hereunder to any third party or authorise or permit any third party to exercise any and all of its rights hereunder.

This Agreement shall not be modified or varied except by a written instrument signed by the parties hereto. A waiver by either party of any term or condition in a particular instance shall not be deemed to be a waiver thereof for the future.

All notices demands or the like shall be given in writing and shall be served by hand or by recorded delivery post or facsimile transmission addressed to the party at the address specified in this Agreement or to such other address and/or addresses as the respective parties may from time to time designate by notice given in conformity with the provisions of the clause. The date of deposit of any such notice at the Post Office (postage prepaid) shall be deemed to be the date of service.

This Agreement is binding upon the representative executors administrators and assigns of the parties hereto.

This Agreement shall not constitute a partnership between the Publisher and the Writer.



















Agreed to and accepted by:


SIGNED BY Florian Remus Daian: …………………………………………………..

My APRA CAE number is: ……………………….




SIGNED BY Greg Grant: …………………………………………………..
**** Pty Ltd.



THE TERRITORY: THE WORLD AND SOLAR SYSTEM
THE PERIOD: FULL LIFE OF COPYRIGHT

THE SCHEDULE TO THIS AGREEMENT DATED 01/01/08 BETWEEN **** SOUNDS Pty Ltd on the one part and Florian Remus Daian the other part




TITLE WRITER % CONTROLLED HEREUNDER
Track name Florian Remus Daian 100%
Track name Florian Remus Daian 100%

quote:

5.1 Fifty percent (50%) of Net Receipts in respect of the mechanical reproduction or other exploitation of the Compositions in the APRA territory (except performing rights income)