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Music Publishing Agreement
(Long form - Comprehensive)

CO-PUBLISHING AGREEMENT WITH EXCLUSIVE ADMINISTRATION RIGHTS GRANTED TO ONE CO-OWNER SUBJECT TO CERTAIN RESTRICTIONS

Dated:

INDEPENDENT MUSIC PUBLISHING COMPANY

Attn:

Address:

Telephone:

Email:

Fax:

Re: Co-Publishing and Exclusive Administration Agreement

Gentlemen:

The following, when signed by you and by us, will constitute the terms and conditions of the exclusive co-publishing (i.e., "participation") agreement between you and us.

1. Scope of Agreement:

1.1. Subject to those requirements and/or restrictions set forth in subparagraph 1.2., below, you and we will each own an undivided 50% share of the copyright in, and we will have exclusive worldwide life-of-copyright administration of, your interest in the songs (and all derivative works based thereon) listed on the attached Schedule "A" (referred to below as the "Subject Compositions").

1.2. Although it is intended that we and our foreign subsidiaries, affiliates and licensees have the fullest possible rights to administer and exploit the Subject Compositions, to utilize your name and likeness in connection therewith and to execute PA forms (and other routine copyright documents) in your name and on your behalf as your attorney-in-fact (which appointment is coupled with an interest and is therefore irrevocable), neither we nor they shall do any of the following without your prior written consent in each instance (which consent, unless expressly provided otherwise, shall not be unreasonably withheld by you):

1.2.1. Authorize any change in the English-language title and/or lyric of any Subject Composition, alter the harmonic structure of any Subject Composition, or alter the melody of any Subject Composition (except insubstantial changes necessary to accommodate the syllabic requirements of foreign languages);

1.2.2. Issue a mechanical license for the use of any Subject Composition at less than the prevailing statutory or society rate, except in connection with those types of uses for which reduced-rate licenses are customarily granted in the country in question;

1.2.3. Authorize the use of the title of any Subject Composition as the title of a play, film or TV program, or authorize the dramatization of any Subject Composition;

1.2.4. Authorize the synchronization of any Subject Composition in (A) a film or TV program bearing a rating of "X" or the equivalent, or (B) any political advertisement.

2. Collection and Division of Income:

2.1. Subject to any rights and/or remedies which may be available to us in the event of a material breach of this agreement on your part not cured as provided in par. 6.3., below, we will be entitled to collect (and shall employ our best efforts consistent with our reasonable business judgment to collect) all writer/publisher income (except the writer's share of public performances collected by societies and any other amount normally paid directly to songwriters by a disbursing agent) generated by the Subject Compositions (including pre-Term earnings).

2.1.1. (A) Net Income from Subject Compositions shall be divided 50% to us, 50% to you.

(B) As used herein, "Net Income" shall mean all amounts received by us, or credited to our account in reduction of an advance, from licensees and performing and mechanical rights societies ("Gross Receipts") after deduction of writer royalties as per the annexed Schedule "B" and (1) actual and reasonable out-of-pocket collection costs (including local subpublisher fees or income shares) (2) out-of-pocket copyright registration costs, (3) costs of lead sheets, and (4) demo costs (approved by both parties in writing) to the extent not recouped from writer royalties.

2.1.2. For the purposes of this paragraph, Gross Receipts on printed materials sold (and paid for) shall be deemed to be:

2.1.2. (A) Outside of the U.S. and Canada 12.5% of the marked or suggested retail list price (or the price deemed to be the local equivalent, in any country in which there are no marked or suggested retail list prices) ("list") (prorated in the case of mixed folios and other editions not consisting entirely of Subject Compositions); and

(B) In the U.S. and Canada, 20% of list on piano/vocal sheet music, 12 1/2% of list on folios other than "fake books" or "educational editions", 10% of list on "fake books" and "educational editions" (prorated in either event in the case of mixed folios and other mixed editions), on copies sold and paid for.

(C) In the case of amounts received from third-party print licensees your co-publisher's share shall be 25% while the writer's share shall be 50%.

(D) Print royalties are subject to proration where only part of the composition is a Subject Composition.

2.1.3. Gross Receipts received from our affiliates and licensees outside of the U.S. and Canada shall be deemed to be 80% of mechanical income from original records, 60% of mechanical income from Cover Records, 60% of the publisher's share of public performance income, and 80% of other categories of income (other than print).

3. Accounting and Payment:

3.1. We will account to you (and make payment where appropriate) within 60 days following the end of each semi-annual calendar period. However, if the amount due for a specific statement is less than $50., payment may be deferred until the aggregate amount due to you exceeds $50.

3.2. We will only be required to account and pay with respect to amounts actually received by us in the U.S. (or credited to our account in reduction of a previous advance received by us in the U.S.).

3.2.1. You (or a certified public accountant on your behalf) shall have the right to audit our books and records as to each statement for a period of 2 years after such statement is received (or deemed received as provided below). Legal action with respect to a specific accounting statement or the accounting period to which such statement relates shall be barred if not commenced in a court of competent jurisdiction within 3 years after such statement is received (or deemed received as provided below).

3.2.2. For the purposes of calculating such time periods, you shall be deemed to have received a statement when due unless we receive notice of nonreceipt from you (in the manner prescribed in paragraph 7, below) within 30 days thereafter. However, your failure to give such notice shall not affect your right to receive such statement (and, if applicable, your royalty and/or net income payment) after such thirty-day period.

3.3. In "blocked currency" situations, we shall not be required to pay you until the blockage shall have been removed, but if requested to do so, we shall deposit blocked currency royalties in the local currency in a depository of your choice. The exchange rates used by third parties in accounting to us shall...

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