Acquisition of Music Rights: The Buy Out
Acquisition of Music Rights: The Buy Out
Acquisition of Music Rights: The Buy Out
entered into by and between KEVIN WILLIS, JR. (AUTHOR) and FRANK E. RAY, SR. d/b/a GOOD IS GOOD MINISTRIES, LLC (PURCHASER) (collectively, the Parties). WHEREAS KEVIN WILLIS has created and written a certain "work" which is the ( )music, ( )lyrics, and ( ) arrangement (check which is applicable) of a gospel song, a copy of which is annexed hereto. WHEREAS KEVIN WILLIS, JR. (AUTHOR), agrees the work is a work-madefor-hire and the sole property of PURCHASER. In the event the work is, for any reason, deemed not to be a work-made-for- hire, you AUTHOR hereby assign all rights, title and interest in the work to PURCHASER. Without limiting the foregoing, it is specifically understood that PURCHASER has the right to alter, expand, adapt and make any arrangements of said work, and shall have the sole right to decide whether and in what manner the work will be published, advertised, performed or exploited by PURCHASER, its successors or assigns. PURCHASER further reserves the right to secure a statutory copyright therein anywhere in the world in the name(s) of such person, firms or corporations as PURCHASER may elect, and its designees have the right to secure extensions and renewals of such copyright registrations. All score sheets, lead sheets, folios, master tapes, duplicate tapes or other elements of the production of the work, if any, shall be PURCHASERS exclusive property and provided to us by AUTHOR upon request. WHEREAS PURCHASER agrees to tender consideration for all services and goods rendered by AUTHOR in exchange for all rights granted herein the sum of $ 3,000.00 to be paid by PURCHASER no less than (60) days following submission an appropriate invoice by AUTHOR. WHEREAS KEVIN WILLIS, JR. (AUTHOR) represents and warrant to PURCHASER as follows: (a) The Work created by AUTHOR is original; (b) The Work does not and will not infringe upon or violate the copyrights or any other rights whatsoever of any person or entity; (c) No adverse claim exists with respect to the Work; (d) The Work has not been previously published or exploited in any form anywhere in the world; (e) AUTHOR owns and controls said Work and all rights in it throughout the world; (f) AUTHOR has full and exclusive right and authority to enter into this agreement and to convey the rights to the Work herein contained; and (g) Any and all materials that are incorporated in the Work are works made for hire and free from any reversionary rights.
WHEREAS AUTHOR agrees to hold us, PURCHASER, its assigns, agents, and licensees, harmless from and against any loss, damage or expense, including court costs and or incur as a result of any breach or alleged breach of the foregoing warranties. Please evidence your acceptance hereof and agreement hereto by signing in the place indicated. NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and other good and valuable consideration, the Parties having acknowledged the receipt and sufficiency of which, the AUTHOR and PURCHASER covenant and agree as follows: 1. EFFECTIVE DATE: This Agreement shall become effective as of the date that both Parties have affixed their signatures or the signatures of their designated representatives thereto. 2. REPRESENTATIONS AND WARRANTIES: AUTHOR hereby represent and warrant that: WRITER has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the world in and to the Work and (a) the Work was written solely by and is original with AUTHOR; (b) neither the Work nor any element thereof infringes upon any other rights or interest; (c) AUTHOR owns all rights in the Work as specified hereinabove free and clear of any liens, encumbrances, claims or litigation, whether pending or threatened; (e) AUTHOR has full right and power to make and perform this agreement; and (f) the Work has not previously been exploited as a motion picture, television production, play, song, or otherwise, and no rights have been granted to any third party to do so. 3. EXECUTION OF ADDITIONAL DOCUMENTS: AUTHOR agrees to execute any and all additional documents or instruments, including (Exhibit A) Assignment of Copyright(s), and (Exhibit B) Quit Claim Release. If such Copyright assignment is undated, PURCHASER is authorized to date such short form assignment and to file the same in the Copyright Office immediately upon exercise of the option herein granted. If AUTHOR fails to do anything necessary or desirable to effectuate the purposes of this agreement, including, but not limited to, renewing copyrights and instituting and maintaining actions for infringement of any rights herein granted to PURCHASER under copyright or otherwise, AUTHOR hereby irrevocably appoints PURCHASER as AUTHORS attorney-in-fact with the right, but not the obligation, to do any such things and renew copyrights and institute and maintain actions in AUTHORS name and behalf, but for PURCHASER'S benefit, which appointment shall be coupled with an interest and shall be irrevocable.
4. ASSIGNMENT: PURCHASER has the right to assign this agreement or any part hereof to a third party motion picture company or motion picture production company upon the terms and conditions set forth in this agreement, and any such assignment and transfer shall be made specifically subject to the terms and conditions and payments of this agreement, regardless of whether or not PURCHASER becomes or remains involved in the production of the Literary Property as producer or otherwise. 5. FORCE MAJEURE: "Force Majeure'' means any fire, flood, earthquake, or public disaster; strike, labor dispute or unrest; embargo, riot, war, insurrection or civil unrest; any act of God, any act of legally constituted authority; or any other cause beyond PURCHASER'S control which would excuse PURCHASER'S performance as a matter of law. If by reason of force majeure, PURCHASER'S performance hereunder is delayed, hampered or prevented, then the option period provided herein (and any performance by PURCHASER) shall be extended for the amount of time of such delay or prevention up to a maximum of six months. 6. ARBITRATION: Any controversy or claim arising out of or relating to this agreement or any breach thereof shall be settled by arbitration in accordance with the Rules of the American Arbitration Association; The parties select expedited arbitration using one arbitrator, to be a disinterested attorney specializing in entertainment law, as the sole forum for the resolution of any dispute between them. The venue for arbitration shall be Tennessee. The arbitrator may make any interim order, decision, determinations, or award he deems necessary to preserve the status quo until he is able to render a final order, decision, determination or award. The determination of the arbitrator in such proceeding shall be final, binding and nonappealable. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to reimbursement for costs and reasonable attorney's fees. 7. EFFECT OF WAIVER: The waiver by any party to this Agreement of a breach of any provision herein shall not operate or be construed as a waiver of any subsequent or simultaneous breach.
8. BREACH OF AGREEMENT: AUTHOR shall indemnify and hold harmless the Released Parties from and against any liability or loss, and for any cost, expense (including, but not limited to attorneys fees), judgment, or settlement, based on or arising out of any breach of this Agreement by AUTHOR 9. AUTHORS UNDERSTANDING: AUTHOR ACKNOWLEDGES AND AGREES THAT AUTHOR HAS READ AND FULLY UNDERSTANDS THE CONTENTS AND THE EFFECT OF THIS AGREEMENT. AUTHOR REPRESENTS AND WARRANTS HE HAS SOUGHT THE ADVICE OF AN ATTORNEY AS TO SUCH CONTENT AND EFFECT OF THIS AGREEMENT. AUTHOR ACCEPTS EACH AND EVERY TERM, PROVISION, AND CONDITION OF THIS AGREEMENT, AND DOES SO VOLUNTARILY AND WITH FULL KNOWLEDGE AND UNDERSTANDING OF ITS CONTENT, NATURE AND EFFECT.