This Contribution and Royalty Agreement (Agreement) is entered into as of [Date] (Effective Date) by and between: (i) Zhou Lan, an individual with an address at [Address] (Contributor), and (ii) [Company Name], a [jurisdiction and entity type] with a principal place of business at [Address] (Company). Contributor and Company are each a Party and together the Parties.
RECITALS
A. Company is producing and commercially exploiting a collaborative single presently entitled “回响” (for convenience, the English-language title “Echo”) including the underlying musical composition and one or more sound recordings embodying performances of that composition.
B. Contributor has rendered creative services and made creative contributions to the musical composition and/or master sound recording(s) of the single.
C. The Parties desire to set forth their agreement concerning ownership, administration, credit, and royalties payable to Contributor arising from the exploitation of the composition and the master recording(s).
NOW, THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows:
-
DEFINITIONS
1.1 Composition means the underlying musical work (music and/or lyrics) presently entitled “回响” (also “Echo”).
1.2 Master or Master Recording means the sound recording(s) embodying performances of the Composition and intended for commercial release as the single “回响” (also “Echo”), including edits, remixes, derivatives, and audiovisual synchronizations incorporating such recordings.
1.3 Contribution means any and all creative material furnished by Contributor for the Composition and/or Master, including lyrics, musical composition elements, vocal and/or instrumental performances, production, arrangement, or other copyrightable authorship and neighboring-rights-qualifying performances.
1.4 Net Receipts (Master) means all gross monies actually received by or credited to Company from third‑party exploitation of the Master, excluding sums attributable to the exploitation of the Composition as a separate copyright (i.e., publishing income), less only: (a) bona fide third‑party distributor/aggregator fees and commissions (not to exceed []%), (b) payment processing fees actually incurred (e.g., DSP transaction fees), (c) sales, use, VAT/GST and withholding taxes required by law (excluding Company’s income taxes), and (d) reasonable, direct, third‑party out-of-pocket costs pre‑approved in writing by Contributor specifically for mastering and ISRC assignment not to exceed [currency and cap]. No other costs (including marketing, publicity, overhead, advances to other parties, or cross-collateralization against other projects) shall be deducted in calculating Net Receipts unless expressly set forth in Exhibit B.
1.5 Net Sums (Sync) means any license fee actually received by Company for synchronization of the Master in timed relation with visual images, after deduction of bona fide third‑party commissions at standard industry rates actually paid (not to exceed []%) and taxes required by law (excluding Company’s income taxes).
1.6 Territory means the universe.
1.7 Term means from the Effective Date in perpetuity, unless earlier terminated pursuant to Section 14.
-
OWNERSHIP; COMPOSITION SPLITS
2.1 Acknowledgment of Authorship. As between the Parties and the other contributors to the Composition, Contributor is a co-author of the Composition to the extent of her Contribution, with the percentage ownership specified in Exhibit A (the Composition Split). In the absence of a conflicting, fully executed split agreement signed by Contributor, the Composition Split in Exhibit A shall control.
2.2 Writer Share; Publisher Share. Contributor’s writer share is as stated in Exhibit A and shall be paid directly to Contributor by the relevant performing rights organization(s) and mechanical rights organizations/collecting societies. Any publisher share attributed to Contributor (if any) shall be administered pursuant to Exhibit A by [Publisher/Administrator], or if blank, by Contributor or Contributor’s designated publisher upon written notice. Company shall not claim any publisher share in Contributor’s interest unless expressly set forth in Exhibit A.
2.3 Registration. Company shall, at its cost, submit accurate, timely registrations for the Composition with relevant societies (including ISWC and IPI data), reflecting the Composition Split and Contributor’s details as set forth in Exhibit A, and shall correct any erroneous registrations within fifteen (15) days of notice from Contributor.
-
MASTER RIGHTS; GRANT; OWNERSHIP
3.1 Grant for Master. Contributor grants to Company the exclusive, transferable, sublicensable right to fix, reproduce, distribute, publicly perform, communicate to the public, make available, sell, and otherwise exploit the Master in the Territory during the Term. Except as expressly provided herein, Contributor retains no ownership in the Master as against Company; provided, however, Contributor’s royalty participation as set forth herein and Contributor’s performer/neighboring rights (to the extent payable via applicable CMOs) are preserved.
3.2 Moral Rights; Waiver/Consent. To the maximum extent permitted by applicable law, Contributor waives (or, where waiver is not permitted, consents not to assert) moral rights in the Master and the Contribution as embodied therein, solely to enable exploitation consistent with this Agreement; provided that Company shall accord credit per Section 9.
3.3 No Obligation to Exploit. Company shall have no obligation to exploit the Master, but if Company fails to commercially release the Master within [six (6)] months after delivery and acceptance, Contributor may terminate Company’s exclusivity over the Master upon thirty (30) days’ written notice, whereupon the grant in Section 3.1 shall convert to a non-exclusive license and Contributor’s Master royalty shall increase by [__]%.
-
ROYALTIES AND PARTICIPATION
4.1 Master Royalties. Company shall pay Contributor a royalty equal to []% of Net Receipts (Master) derived from exploitation of the Master (including interactive streaming, downloads, and sales).
4.2 Sync Master Fees. For any audiovisual synchronization of the Master, Company shall pay Contributor []% of Net Sums (Sync) attributable to the Master side. This is separate from Contributor’s entitlement to her share of the composition-side synchronization income in accordance with Exhibit A.
4.3 Neighboring Rights / Performer Remuneration. Company shall execute all documents reasonably requested by Contributor or applicable CMOs (including SoundExchange or foreign equivalents) to evidence Contributor’s status as a featured performer on the Master and to enable direct payment to Contributor of any equitable remuneration, digital performance royalties, or neighboring rights income payable to performers under applicable law. Company shall not recoup or intercept such payments.
4.4 Advances; Recoupment. If Company elects to pay an advance to Contributor as set forth in Exhibit B, such advance shall be recoupable solely from Contributor’s Master Royalties under Section 4.1 and Contributor’s share of Net Sums (Sync) under Section 4.2, and not from any composition income or neighboring rights. No cross-collateralization with other recordings or compositions.
4.5 Third-Party Remixes/Versions. For third‑party remixes or alternate versions controlled by Company that embody Contributor’s recognizable performance or Contribution, Contributor shall be paid not less than [__]% of Net Receipts (Master) pro rata to the use of the Contribution and credited as set forth in Section 9. For karaoke, lyric videos, or user-generated content monetization, Contributor shall participate per Section 4.1.
-
ACCOUNTING; AUDIT
5.1 Statements and Payment. Company shall render detailed royalty statements within thirty (30) days after the end of each calendar quarter and shall pay all earned amounts concurrently. Statements shall itemize gross sums received by category and territory, deductions comprising Net Receipts, applicable rates, and reserves (if any) with specific justification.
5.2 Reserves. Reserves against returns/credits are not permitted in digital exploitation. For physical exploitation, reasonable reserves not exceeding ten percent (10%) of units shipped may be maintained for no longer than two (2) consecutive accounting periods; all reserves shall be liquidated no later than the second statement following the shipment period.
5.3 Audit. Contributor or Contributor’s certified public accountant may, upon thirty (30) days’ written notice, audit Company’s books and records relating to the Master and any syncs during normal business hours not more than once per calendar year. If an audit reveals an underpayment of five percent (5%) or more for the audited period, Company shall (a) promptly pay the shortfall with interest at the lesser of one percent (1%) per month or the maximum rate permitted by law, and (b) reimburse Contributor’s reasonable audit costs.
5.4 Late Payments. Any undisputed late payments shall accrue interest at the rate specified in Section 5.3 from the due date until paid.
-
APPROVALS; QUALITY CONTROL
6.1 Fixation and Mix. Contributor shall have a reasonable right to review and comment on the final mix/master with good-faith consideration by Company; provided that Company retains final creative control.
6.2 Uses. Company shall not authorize uses of the Master in association with political campaigns, tobacco, pornography rated above [R/Category], or hate speech without Contributor’s prior written consent, not to be unreasonably withheld or delayed.
-
NAME, LIKENESS, AND CREDIT
7.1 Credit. Company shall accord Contributor the following credit in all customary formats where credits are accorded: “[credit line from Exhibit A]”, including in metadata delivered to DSPs, on physical packaging (if any), on official videos, and on Company-controlled webpages. Placement and size shall be no less favorable than accorded to similarly situated contributors.
7.2 Cure for Omitted Credit. If credit is inadvertently omitted, Company shall use commercially reasonable efforts to cure prospectively (including correcting digital metadata and future pressings) within thirty (30) days after notice. Monetary damages are not an adequate remedy; an injunction compelling credit shall be available.
7.3 Likeness. Contributor grants Company a non-exclusive, royalty-free license to use Contributor’s approved name (stage and legal), approved likeness, approved biographical material, and approved trademarks in connection with the advertising, publicizing, and exploitation of the Master and the Composition. Approval shall not be unreasonably withheld or delayed.
-
METADATA; CODES; DELIVERY
8.1 Metadata. Company shall attach accurate ISRC, UPC/EAN, ISWC, IPI/CAE numbers, contributor roles, credits, and splits as set forth in Exhibit A and deliver complete DDEX-compliant metadata to distributors and societies. Company shall promptly correct any inaccuracies upon notice.
8.2 Delivery. Contributor shall deliver her Contribution in broadcast-quality format reasonably acceptable to Company, together with customary writer/publisher, performer, and union information reasonably necessary for registrations and royalty processing.
-
WARRANTIES; INDEMNITIES
9.1 Contributor Warranties. Contributor represents and warrants that: (a) the Contribution is original to Contributor (except to the extent Contributor identifies licensed samples or third‑party materials in writing and provides corresponding clearances); (b) Contributor has the full right and authority to enter this Agreement and grant the rights granted herein; (c) the Contribution does not infringe any third party’s rights, including copyright, trademark, privacy, or publicity rights; and (d) Contributor is not a party to any agreement that would conflict with this Agreement.
9.2 Company Warranties. Company represents and warrants that: (a) Company has the full right and authority to enter this Agreement; (b) Company shall timely account and pay Contributor under this Agreement; (c) Company will not knowingly exploit the Master in connection with unlawful content; and (d) Company shall be responsible for clearing and paying for any samples or third‑party materials it elects to include in the Master unless otherwise agreed in writing.
9.3 Mutual Indemnity. Each Party will indemnify, defend, and hold harmless the other Party and its affiliates and their respective officers, directors, employees, and agents from and against any third‑party claims, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of a breach of its warranties, covenants, or obligations hereunder. The indemnified Party shall promptly notify the indemnifying Party of any claim, and the indemnifying Party shall control the defense, subject to the indemnified Party’s right to participate with counsel at its own expense. No settlement imposing non-monetary obligations on the indemnified Party shall be entered without its consent (not to be unreasonably withheld).
-
TAXES; WITHHOLDING
10.1 Taxes. Each Party is responsible for its own income taxes. If Company is legally required to withhold taxes from payments to Contributor, Company shall (a) deduct only the minimum required by law, (b) provide Contributor with appropriate tax receipts/forms, and (c) reasonably cooperate to reduce or eliminate withholding pursuant to applicable treaties upon Contributor’s provision of required residency/tax forms.
-
UNION AND SESSION OBLIGATIONS
If Contributor is a member of any performers’ union or guild applicable to the services rendered hereunder, Company shall timely file union reports and pay any required union contributions for the Master consistent with the applicable collective bargaining agreement(s), without deduction from Contributor’s royalties unless expressly permitted therein.
-
CONFIDENTIALITY
The terms of this Agreement and the financial information and royalty statements hereunder are confidential and shall not be disclosed by either Party except to that Party’s legal, tax, and financial advisors under a duty of confidentiality, to prospective assignees or financiers under NDA, as required by law or court order, or as necessary to enforce rights hereunder.
-
ASSIGNMENT
Company may assign this Agreement to an affiliate, successor-in-interest, or bona fide purchaser of the Master or of substantially all of Company’s relevant assets, provided that Company remains secondarily liable for accrued obligations and the assignee assumes this Agreement in writing. Contributor may assign to a loan‑out entity controlled by Contributor upon notice, or by operation of law in connection with Contributor’s estate planning; otherwise, no assignment without Company’s prior written consent, not to be unreasonably withheld.
-
TERMINATION; REMEDIES
14.1 Breach and Cure. In the event of a material breach, the non-breaching Party shall provide written notice specifying the breach. If the breach is not cured within thirty (30) days (ten (10) days for payment breaches), the non-breaching Party may terminate this Agreement or seek any other remedy at law or in equity. Termination for Company’s material breach shall not affect Contributor’s accrued payment rights and shall convert the grant in Section 3.1 to a non-exclusive license, unless the breach is solely a payment default cured in full.
14.2 Injunctive Relief. Each Party acknowledges that a breach of Sections 7 (Credit) and 12 (Confidentiality) may cause irreparable harm for which monetary damages are inadequate. Accordingly, injunctive relief may be sought without posting bond, in addition to any other remedies.
-
MISCELLANEOUS
15.1 Independent Contractor. Contributor is an independent contractor and not an employee, partner, or agent of Company. Nothing herein creates a partnership or joint venture.
15.2 Notices. All notices shall be in writing and deemed given when sent by email with confirmation of transmission and followed by courier, or by internationally recognized overnight courier, to the addresses set forth above (or as updated by notice).
15.3 Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control, provided that the affected Party uses commercially reasonable efforts to mitigate and resumes performance promptly.
15.4 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflicts of laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [Venue], or, if the Parties so elect, binding arbitration before [Arbitration Forum] pursuant to its rules, with seat in [Seat] and judgment on the award enforceable in any court of competent jurisdiction.
15.5 Entire Agreement; Amendments. This Agreement (including Exhibits) constitutes the entire understanding between the Parties concerning the subject matter and supersedes all prior agreements and understandings. Any amendment or waiver must be in a writing signed by both Parties.
15.6 Severability. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall remain in effect.
15.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and by electronic signatures or scanned/PDF signatures, which shall be deemed originals for all purposes.
A. Composition Title: “回响” (also “Echo”)
B. Writers and Splits:
Contributor:
Name: Zhou Lan
Signature: ____________________________
Date: ________________________________
Company:
Name: [Authorized Signatory]
Title: [Title]
For: [Company Name]
Signature: ____________________________
Date: ________________________________
