Q - Can you tell me about me waiving the songwriter's share - pros/cons for both of us?
A - Sure, you retain your song writer share. We retain the publisher's share. You are not waiving any songwriters share with us.
Q - What would the plan be for “my song” - from fine-tuning it (very willing to do that) to getting it in front of people?
A - We register and distribute to our agents globally and pitch it to our clients for use. We also showcase and make it available to license on our site (audilus.com)
Q - I received the contract. Can you break it down for me?
A - Key points of our agreement:
Standard publishing splits 50/50.
Sync splits are 55% for the artist
Optional 1 or 3 years
1-year agreements are excluded from Foreign distribution. Requires the 3 year agreement.
We register, and distribute your music globally to our sync agents for placement.
We pitch you music to TV, advertising and other AV projects.
We grant and negotiate licenses for use of your music on your behalf
We work to raise the value of your music and create on going royalty income from the use of your music.
We monitor the airwases and ensure that your music is not used anywhere without a license.
Q - By retaining the writers share, the contract states:
In no event shall Audilus be responsible for the payment or collection of any third party royalties or other payments, including but not limited to “songwriter royalties” or the “writer’s share” of any royalties or other payments with respect to any Track, and Licensor shall only look to Audilus for the payment of such Direct License Fees received by Audilus as provided in Section 9(a) above. Licensor shall be solely responsible to monitor or engage in the maintenance or procurement of a valid license from ASCAP, BMI or any other performing rights society, and Audilus expressly disclaims any obligation to do so.
Should I therefore register the song myself with ASCAP for at least the sake of documenting that I’m the “writer”?
A - Feel free to register your songs, but do not add Audilus as your publisher. The publisher is required to register the songs with them as your publisher and add you as the writer for the term of the contract. We represent 6500 + songs and there are no incentives to cheat you out of one song.
Q - Can you explain the clause regarding Collective Bargaining at Section 12 E? "Neither Licensor nor any other Person (including the performers of the Tracks) shall be entitled to any benefits under any collective bargaining agreement that may arise out of any Licensed Use, or any other use by any Person or the exercise of Audilus’ rights contemplated hereby."
A - All of section 12 is Representations, Warranties and Covenants of Licensor - and cannot be split sentence by sentence
The Tracks were not recorded under the jurisdiction of a union or collective bargaining
agreement, and all of the performers of the Tracks consent to the use of the Tracks as contemplated
hereby. Neither Licensor nor any other Person (including the performers of the Tracks) shall be
entitled to any benefits under any collective bargaining agreement that may arise out of any Licensed
Use, or any other use by any Person or the exercise of Audilus’ rights contemplated hereby.
Q - Please explain this clause (Section 12g): Licensor hereby gives Audilus the benefits of any representations or warranties which it has obtained or shall obtain under any agreement affecting the Tracks, including songwriters’ contracts.
A - See above
Q - In the rights to names and likenesses clause (Section 13), it states Audilus can use this in perpetuity, does this mean including after the contract should terminate?
A - Here's one way to think of it; If we post your album cover or share your music along with your album cover and picture, we cannot go around the world tracking everyone down to tell them to remove it after your agreement has expired.
Q - In section 14 A, "Audilus shall have the right to deduct or withhold income or other similar tax from sums payable to Licensor hereunder pursuant to the laws of the relevant territory, provided that Audilus shall, where readily available, furnish to Licensor, with each statement, any necessary information which shall enable Licensor, upon presentation of such, to endeavor to obtain income tax credit from the United States Internal Revenue Service or other applicable taxing entity for taxes so withheld."
- Can you explain this clause?
A - You will receive a w9 so we can report to the IRS any payments to you. In the event that we are asked or required to withhold any payment by an entity such as the IRS, we will do so.
Q - Indemnity clause (Section 17): Being that I did not write these lyrics, yet are in public domain, can someone eventually sue?
A - Not eventually. Unless you collaborated with someone on the musical arrangement and did not properly compensate them for their work. For further info, please consult an attorney.
Q - Are there any other royalties which may be accrued via licenses that are not mechanical, synchronization, master use, or performance and are not mentioned in this agreement for reason? Such as digital performance royalties?
A - Digital performance royalties are performance royalties. We are not a record label. So we only deal with publishing-related royalties.
Q - You mentioned ownership reverting back to me once the term ends, however, the clauses on both “collection, and allocation of gross administrative receipts” (sections 10 and 11) states publishing income remain with Audilus in perpetuity. Can you clarify this?
A - We will collect in perpetuity, just as you would, royalties on licenses secured during the term of this agreement.
If you have further need for understanding our agreement, we advise that you consult an entertainment attorney.
Are you currently affiliated to/represented by Audilus? See here for your upload check-list
© 2021 Audilus®. All rights reserved.