Music Publishing Agreement in Kenya

SAMPLE

THIS MUSIC PUBLISHING AGREEMENT is made on 4^th February 2022, between

Gesco Kenya, an independent artist (herein after referred to as 

“Publisher”), and Job Kidaha, a producer/artist hereinafter referred to as Featured artist). 

WHEREAS, the Publisher owns and controls certain royalties which are referred to as Musical Work throughout this document;  

WHEREAS, the Publisher is engaged in the business of music publishing and distribution and has certain facilities and services available to it for the administration and exploitation of the song; and  

WHEREAS the Featured artist has desired to grant the Publisher right to publish and distribute the song and further the Publisher desires to appoint the Featured artist to act as non-exclusive administrator of the Musical Work and the Featured artist is willing to accept such responsibility, control, and appointment.  

NOW THEREFORE, in consideration of the conditions and covenants contained in this Agreement, the parties agree as follows:  

1. Description of Musical Work.

The Publisher owns and controls the Musical Work which is comprised of the musical composition (SIDI).

• Grant of Rights.

The Featured artist hereby, assigns, transfers and delivers to the Publisher the exclusive right to administer, distribute, advertise, and otherwise deal in and for the song, all of which the Featured artist agrees to according to best business practices generally prevailing in the music publishing industry. The above grant includes by way of example but not limitation:

• The exclusive right to publish, advertise, vend, and sell in all forms, the Musical

Work, and to collect all fees and royalties becoming due for them;

• The exclusive right to prosecute, defend, and settle any third party action or claim relating to the Musical Work and the respective rights of the Publisher and the Featured artist therein. No such action shall, however, be settled without the prior consent of the Featured artist, such consent not to be unreasonably withheld; provided, however, that such consent shall not be required if the Featured artist is then in breach of a material representation, warranty, or obligation of the Featured artist set forth in this Agreement; and
• The exclusive right to enter into agreements with related or unrelated third parties for the so-called “sub publication” of the Musical work throughout the world and to collect all fees and royalties becoming due thereunder.

3. Representations and Warranties of the Parties.

The Featured artist represents and warrants to the Publisher that: 

• Featured artist has the full right, power, and authority to enter into this Agreement and to grant to Publisher all rights purported to be granted to Publisher;
• The Publisher has full rights over the Song and is protectable by the copyright laws of their country, and the administration, control, use, and exploitation thereof by the Featured artist will not subject the Publisher to liability of any kind to any third party;
• there are and will be no liens or encumbrances upon the Musical Work and the Featured artist has not heretofore and will not hereafter solicit or accept any payments from any third party which would in any manner diminish the monies available to Publisher for the administration, or exploitation of the song. 

The Publisher represents and warrants to the Featured artist: 

• the Publisher is, and will be during the term, active in Kenya and, through licensees or collection agents or societies elsewhere in the world, in the business of music publishing; and
• The Publisher has the full right, power, and authority to enter into this Agreement and to grant to Featured artist all of the rights purported to be granted to Featured artist.

4. Compensation

Payment of Royalty. The Publisher agrees to pay the Featured artist, during the original term and any royalties garnered with respect to the song, as follows:  

50% of all distribution profits made on all platforms except YouTube where the Publisher will have full ownership of the royalties

The Publisher shall render to Featured artist a written statement of account as to the royalties becoming due to Featured artist under this Agreement within ninety (30) days after the payments have been made. Each such statement shall be accompanied by payment of the amount (if any) shown to be due. Each such statement shall be an account stated, final and binding and not subject to any objection for any reason whatsoever by the Featured artist, unless the Publisher shall have received written notice of objection specifying the items objected to and the factual and contractual basis of objection from the Featured artist within a reasonable period from the date of any such statement, then that portion of the statement not objected to shall be an account stated as aforesaid.  

• Term. This Agreement shall be effective as of the date first set forth above provided both Parties have signed. 
• Relationship of Parties. Nothing contained in this Agreement shall be construed or interpreted as constituting a partnership, joint venture, agency, or employer/employee relationship between the parties. No third person is intended to be a third party beneficiary hereof.
• Severability. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
• Notices. Any Notices which either party desires or is required to give to the other shall be in writing, sent postage prepaid, certified or registered mail, return receipt requested,

and shall be addressed to the addresses of the parties in the beginning of the Agreement.

The date of mailing shall be the date of the giving of notice.

1. Entire Agreement. This Agreement constitutes the entire understanding between the parties. It shall not be modified except in writing signed by both parties.
2. Assignment. A party may not assign any of its rights or obligations under this

Agreement without the prior written consent of the other party. This Agreement shall be binding upon and to the benefit of each party and its respective successors and permitted assigns.

1. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original as regards to any party whose signature appears thereon and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts of it, individually or taken together, bear the signature of each of the parties. Each party shall execute and deliver to the other and to third persons such other and further instruments and correspondence as shall be reasonably required to effectuate the intents and purposes hereof.
2. Headings

Headings and titles in this Agreement are for reference purposes only and do not constitute part of this Agreement and are of no legal force or effect.

1. Governing Law

This Agreement shall be governed by the laws of the country of Kenya.

1. Signatories

BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT I HAVE READ AND

UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.

This is not an actual music agreement but rather a sample.