Common use of Additional Warranties and Representations Clause in Contracts

Additional Warranties and Representations. 6.2.1. Neither you nor your music publishing designee, nor anyone acting on your and/or your music publishing designee's behalf (A) has received or will receive an advance, loan or other payment from a performing rights society, record company or other third party which is recoupable from or otherwise subject to offset against monies which would otherwise be collectible by us hereunder, (B) is presently subject to any so-called "controlled compositions" clause under a recording agreement or (C) is presently subject to any provision of a recording agreement which would allow a record company to charge any amount against mechanical royalties. 6.2.1.1. Notwithstanding the foregoing, we shall comply with the licensing requirements of the "controlled compositions" clause of any recording or producing agreement into which you have entered into or may enter subsequent to the date of this Agreement, provided such other agreement contains the following: (A) for "top-line" LPs, the applicable mechanical rate in the United States is not less than 3/4ths of the minimum statutory compulsory mechanical license rate in effect on the date of initial recording of the first record embodying a specific SC. However, with respect to the digital distribution of records embodying SC’s, the applicable mechanical rate shall not be less than 100% of the then-current rate established by the Copyright Royalty Board; (B) the per-record maximums are not less than 10 times such rate in the case of full-length records (with your reasonable efforts to secure in such recording agreement payment on 50% of LP-length "free goods"), 3 times such rate in the case of 12" singles, and 2 times such rate in the case of 7" singles or cassette singles; (C) no advances or other charges under the recording agreement are recoupable from, or capable of being offset against, mechanical royalties in respect of SC’s (with the exception of budget overruns and union late-payment penalties); (D) accounting provisions providing for the rendition of quarter-annual accountings and payments; and (E) with respect to all licenses other than mechanical licenses, such licenses shall be subject to rates no less favorable than the then-current rates established by the Copyright Royalty Board. 6.2.1.2. If (and to the extent that) one or more of the standards set forth above is not met, and/or in the event of any recoupment and/or offset pursuant to subsection 6.2.1.1.(C), above, we shall nonetheless calculate our share of income as though such standards had been met and no such recoupment or offset had occurred. 6.2.1.3. In the event that you or any entity acting on your behalf or deriving rights from you (each a "Self-Releasing Entity") directly distributes recordings embodying SCs without the involvement of any record company (or any similar such entity who undertakes the obligation to obtain mechanical licenses and make mechanical royalty payments), such Self-Releasing Entity shall pay mechanical royalties to us on the same terms as set forth in paragraph 6.2.1.1. above. 6.2.2. If any record company to whom you are under contract charges any advances or other amounts against mechanical royalties earned by the SCs or reduces the amount of mechanical royalties otherwise due to you because the mechanical royalties payable with respect to "outside material" embodied in your recordings causes aggregate mechanical royalties to exceed the per-record maximum rates prescribed in the controlled compositions clause of your recording agreement or fails to pay mechanical royalties in respect of all records for which record royalties are payable, then we shall be entitled to (A) send a letter of direction in your name advising such record company of the terms of this paragraph and instructing such record company to re-credit us directly to the same extent (but not to exceed the total amount originally recouped from or charged against mechanical royalties) and (B) reimburse ourselves from any and all monies (including songwriter royalties and/or Net Income share) earned or due hereunder for any amount charged against mechanical royalties. 6.2.3. In the event of a breach of this paragraph 6.2., we shall (in addition to any other remedies available to us) be entitled to reimburse ourselves from monies otherwise becoming due to you or your music publishing designee hereunder to the extent that monies are not collectible by us by reason thereof.

Additional Warranties and Representations. 6.2.17.2.1. Neither Except as set forth in the annexed Schedule "B" (your current controlled compositions clause(s)), neither you nor your respective music publishing designeedesignees, nor anyone acting on your and/or your respective music publishing designee's designees’ behalf or deriving rights from or through you or your respective music publishing designees: (A) has received or will receive an advance, loan or other payment from a performing rights society, record company or other third party which is or may be recoupable from (or otherwise subject to offset against against) monies which would otherwise be collectible by us hereunder, (B) is presently subject to any so-so- called "controlled compositions" clause under a recording agreement or (C) is presently subject to any provision of a recording agreement which would allow a record company to charge any amount against mechanical royalties. 6.2.1.17.2.1.1. Notwithstanding the foregoing, we shall comply with the licensing requirements of the "controlled compositions" clause of any recording or producing agreement into which you (or an entity furnishing your services) have entered into or may enter subsequent to the date of this Agreement, and your and/or such entity's acceptance of such clause shall not constitute a breach of this Agreement, provided such other agreement contains the following: (A) for "top-top line" LPs, LPs the applicable mechanical rate in the United States with respect to the physical distribution of records embodying SCs is not less than 3/4ths of the minimum statutory compulsory mechanical license rate in effect on the date of initial recording of the first record embodying a specific SC. However, seventy-five percent (75%) (but with respect to the digital distribution of records embodying SC’s, the applicable mechanical rate shall SCs not be less than one hundred percent (100% %) of the then-current rate established by the Copyright Royalty Board) of the minimum statutory mechanical license rate in effect on the date of delivery of the first record embodying a specific SC, and the rate in Canada with respect to the physical distribution of records embodying SCs is not less than seventy-five percent (75%) (but with respect to the digital distribution of records embodying SCs not less than one hundred percent (100%)) of the full rate in effect on the date of delivery of masters to your record company in the U.S.; (B) the per-per record maximums are not less than 10 ten (10) times such rate in the case of full-full length records (LPs, cassettes, CDs) (with your reasonable efforts to secure in such recording agreement payment on fifty percent (50% %) of LP-LP length "free goods"), 3 three (3) times such rate in the case of 12" singles, and 2 two (2) times such rate in the case of 7" singles or cassette singles; (C) no advances or other charges under the recording agreement are recoupable from, or capable of being offset against, mechanical royalties in respect of SC’s SCs (with the exception of budget overruns overruns, and union late-late payment penalties);; and (D) accounting provisions providing for the rendition of quartersemi-annual accountings and payments; and (E) payments with respect to all licenses other than mechanical licenses, such licenses shall be subject to rates no less favorable than the then-current rates established by the Copyright Royalty BoardSC. 6.2.1.27.2.1.2. If (and to the extent that) one or more of the standards set forth above is not met, and/or in the event of any recoupment and/or offset pursuant to subsection 6.2.1.1.(C7.2.1.1.(C), above, we shall nonetheless calculate our share of income as though such standards had been met and no such recoupment or offset had occurred. 6.2.1.37.2.1.3. In the event that you or any entity acting on your behalf or deriving rights from you (each a "Self-Releasing Entity") directly distributes recordings embodying SCs without the involvement of any record company (or any similar such entity who undertakes the obligation to obtain mechanical licenses and make mechanical royalty paymentspayments (each a "Self-Releasing Entity"), such Self-Releasing Entity shall pay mechanical royalties to us on the same terms as set forth in paragraph 6.2.1.17.2.1.1. above. 6.2.27.2.2. If Notwithstanding the foregoing, in the event that any record company to whom you (or an entity furnishing your services) are or may hereafter be under contract charges any advances advance(s) or other amounts amount(s) against mechanical royalties earned by the SCs from recordings made under such recording agreement or reduces the amount of mechanical royalties otherwise due to you because the mechanical royalties payable with respect to "outside material" embodied in your recordings causes aggregate mechanical royalties to exceed the per-per- record maximum rates rate(s) prescribed in the controlled compositions clause of your recording agreement or fails to pay mechanical royalties in respect of all records for which record royalties are payablepayable unless due to Record Company’s breach or error, then then, in addition to any other rights and remedies available to us, we shall be entitled to (A) send a letter of direction in your name advising such your record company of the terms of this paragraph 7 and instructing such record company (upon recoupment from record royalties of any portion(s) of the advance(s) or other amount(s) so charged) to re-credit us directly to the same extent (but not to exceed the total amount originally recouped from or charged against mechanical royalties) and (B) reimburse ourselves from any and all monies (including songwriter royalties and/or Net Income shareyour writer/publisher royalties) earned or due hereunder hereunder, for any amount charged against mechanical royalties, except to the extent later recovered through the re-crediting process. See the second comment in connection with 1.2.2 above. Record companies nearly always make artists who write their own songs accept a reduced mechanical rate – usually ¾ of stat and they nearly always reduce the mechanical payable to artists who write if the aggregate mechanical payable, including monies paid to outside writers, exceeds a “cap” of, for instance, 10 x ¾ stat. The Writer should not be punished for signing a deal with a record company that has a “Controlled Composition” clause because record companies will generally refuse to delete the Controlled Composition clause except for superstars. 6.2.37.2.3. In the event of a breach of this paragraph 6.27.2., we shall (in addition to any other remedies available to us) be entitled to reimburse ourselves from monies otherwise becoming due to you or your music publishing designee hereunder to the extent that monies are not collectible by us by reason thereof.