LICENSE JUKE-BOX MACHINES

Transcription

1 LICENSE JUKE-BOX MACHINES In Madrid, BETWEEN Of the first part: The SOCIEDAD GENERAL DE AUTORES Y EDITORES, a collective management entity, duly authorised by the Ministry of Culture of Spain (BOE nº 134, on the 4- V-88), duly represented by Mr.., acting as Director.. Hereinafter referred to as SGAE. Of the other part: represented by in their capacity as.., with offices located in, with VAT number. Hereinafter referred to as COMPANY. Nº de licencia SGAE: SGAERRDD/8/.../... ARTICLES I. SGAE is a collective copyright management entity, duly authorised by the Ministry of Culture of Spain by the Order of June 1 st, 1988, which is governed by the provisions as contained in Title IV, Book III of the Redrafted Text of the Law of Intellectual Property (R.D.L. 1/1996) of April 12 th and by its own Articles of Association II. III. IV. In virtue of the present Intellectual Property Law and its Articles, SGAE is entitled to the exercise and collective management of the exclusive rights of mechanical reproduction, distribution, public performance (communication) and transformation in the terms established in its Articles -, as well as the right of established remuneration set out in Article 90.3 and.4 of the T.R. of the Intellectual Property Law, of literary works (spoken and written), music (with and without lyrics), theatre works (including dramatic works, musicals, choreographies and pantomimes), cinematographic works and any other audiovisual work, either original or derived from pre-existing works (such as translations, modifications, adaptations and any other type of transformation). COMPANY, among other things, is dedicated to the reproduction of music works belonging to SGAE s repertoire in Jukeboxes and the commercialisation of said machines, via their sale and / or rental, for their use in the public sphere. Both parties recognise, mutually, the necessary legal capacity to enter into a contractual agreement and the obligations that arise from their acts, which will be carried out according to the following. 1

2 CLAUSES: First.- SGAE s repertoire SGAE s repertoire consists of those music works, whose owners of the corresponding exclusive reproduction and public communication rights have entrusted it, or will entrust it in a future, in a direct or indirect way and in accordance to its articles of association, with the administration of such rights and to the extent that such administration has been conferred. Second.-Object of the agreement SGAE hereby grants COMPANY, under the conditions and within the limits set herein, the non exclusive right to the recording of works from SGAE s repertoire, from legally produced and distributed phonographic recordings in a digital file in the jukebox and the commercialisation of said machines, via their sale and / or rental, for their use in the public sphere. Third.- Limits of the authorization 1. The object of the present Agreement does not include those rights relative to the exploitation of SGAE s repertoire, that are not specifically mentioned in the present license agreement, or those which are carried out differently to that which is mentioned in the second clause. 2. The following are expressly excluded from this authorization and are reserved by the rights holders of the works belonging to SGAE s repertoire: (a) For use in advertising, (b) Any public performance (communication) of the works by the jukeboxes commercialised by COMPANY. Mentioned exploitations cannot be carried out without an express authorisation, independent from the present agreement. Fourth.- Other Intellectual Property Rights This authorization in the third clause of this license leaves safe the intellectual property rights of the artists, performers, phonographic and audiovisual producers and the broadcasting entities, for the use that COMPANY makes of their respective protected offerings within the authorised exploitations, the rights of which remain reserved by mentioned rights holders. Fifth.- Intransferablity The rights and obligations established in the present license agreement are in transferable, either by acts between living parties or because of a death and by either a purchase or a lucrative title. As a consequence neither the contract nor the rights conceded can be object of a concession by COMPANY. 2

3 Sixth. Moral Rights 1. COMPANY will make use of the repertoire works in compliance with the rights granted in the second clause, in the way they were created and with the respect to the good artistic and technical rules and of their authors moral right, which SGAE hereby makes express reservation of. 2. COMPANY must identify the name of the authors of all the works, the identification of the performer if appropriate, does not make LICENSEE exempt from the performance of this obligation. Seventh.- Remuneration As payment for the authorisation granted COMPANY will pay SGAE the amount established in SGAE s General Tariff, which is enclosed as Annex I of the present contract, and includes both the commercialisation of via sale and via rental of Juke boxes and the musical service. The minimum fees established in Annex I will be revised on an annual basis according to the national rate of inflation from the previous year, as published by the Instituto Nacional de Estadística (National Institute of Statistics) or other organisation that takes its place. Eighth.- Declaration of JUKEBOXES Within the first fifteen days of each calendar quarter, COMPANY will send SGAE a declaration of the income obtained from the commercialisation of their systems or of the musical service, along with the details of the works used. All this in line with that set out in the seventh clause and following the model that is enclosed as Annex II. Ninth.- Financial obligations Within fifteen days of the reception of the declaration mentioned in the previous clause, SGAE will send the corresponding invoice, which must be paid by COMPANY, by bank transfer in SGAE s bank account, within fifteen days of its reception, which makes a total of 45 days once the quarter has finished. Tenth.- Accountability 1. SGAE reserves the right to be able to check the validity of the information included in the declarations send by COMPANY, who is obliged provide SGAE the accounting books and any information stored in the hard drives of the jukeboxes, and any other documents that may be needed to check the validity of the information relative to the exploitations covered by this contract, especially that relative the commercialisation via sale or renting or the musical service. 2. SGAE s personnel in charge of carrying out the control that this article refers to, will not be involved, in a direct or indirect way, in any operation similar to that performed by COMPANY. It is further understood that no person from SGAE will be entitled to inform any third party of any data concerning such operation and which he/she may be or 3

4 become aware of in the course of the operations relating to the compliance or execution of this agreement. Eleventh.- Termination of the agreement 1. Causes for the termination of this contract, other than for legal reasons, include the failure on behalf of COMPANY to meet the financial obligations, the falsification of the data in the declarations or is these are not delivered. 2. The termination of the agreement will leave safe SGAE s right to demand from COMPANY every accrued remuneration, which may be unpaid at the time of the termination, and COMPANY will not be able to use SGAE s repertoire. Any amounts not settled at such time will be calculated pursuant to the provisions of this agreement. 3. Any amount not duly settled within its payment deadline, will earn in favour of SGAE interest, according to Law 3/2004, of the 29th December (BOE Nº 314, de 30 de diciembre de 2004) in the terms and conditions established. Twelfth.- Duration of agreement 1. The present agreement will be valid from today and will end on the 31st December of the same year, and it automatically renewable for yearly periods, unless either of the parties renounces it, which must be done in writing with a months notice. 2. Upon the termination of this agreement, COMPANY will not be entitled to carry out any of the operations stated in the Second Clause of this agreement, with SGAE s repertoire. Thirteenth.- Finalization of agreement The present license agreement will terminate and become redundant: a) At the end of the date indicated in the Twelfth clause or any of its extensions. b) By it resolution according to that established in the Eleventh clause. Fourteenth.- Applicable law and jurisdiction 1. This agreement is subject to the laws of Spain. 2. The parties hereto agree to abide by the Courts and Tribunals of Madrid for every question arising from this agreement and the performance thereof, expressly waiving any other jurisdiction which may assist either of them. 4

5 IN TESTIMONY THEREOF, BOTH PARTIES SIGN IN DUPLICATE AT THE PLACE AND ON THE DATE HERWITHIN INDICATED. For COMPANY For SGAE 5

6 ANNEX I JUKE-BOX AND SIMILAR TERMINALS THAT INCLUDE SMALL RIGHT MUSICAL WORK REPERTOIRE ADMINISTERED BY SGAE, TO BE YSED IN PUBLIC PLACES FIRST.- Contents of the authorization The authorization granted in this point allows the reproduction of works from the small right repertoire administered by SGAE (Reproduction right). This authorization under no circumstances includes the public communication of the reproduced works. SECOND.- Tariff The authors rights as mentioned in the previous point will be calculated according to the following tariff. 1. Commercialisation via the sale of Juke-boxes : For the concept mentioned, the company will pay SGAE 10% of the income received from the commercialisation of the terminals, the maintenance fees and updates of works, with the following regressive minimum fee according to the number of works stored in each Juke-box : a) Up to works or fragments: 0,098/work b) works or fragments: 0,080/ work c) More than works or fragments: 0,069/ work 2. Commercialisation via the rental of Juke-box or of the musical service: For the concept mentioned, the company will pay SGAE 10% of the income received from the rental of the terminals, the maintenance fees and updates of works, with the following monthly minimum according to the number of works stored in each Jukebox : a) 5,67 per machine/month for up to works. b) Additional works: From to 7.000: 0,0024/month From 7.001: 0,0021/month This tariff will be revised annually and will be modified in line the variation in the Gross Domestic Product (GDP) as published by the Instituto Nacional de Estadística (National Institute of Statistics) or organization that takes its place. 6

7 ANNEX II REPORTS Income report: - Total income. Usage report: List of works using the following fields: - Musical work title. - Author and composer. - Unique electronic id (E.g.: ISWC, ISAN), if available (decide which is to be used). - Number of uses per work. - Income per work. A B C D E 1 Musical work Author & composer Work ID Uses per work Work income title *This report must be in a spreadsheet format. Each field must be in a separate column, following the order indicated. 7