DIGITAL DISTRIBUTION – TERMS AND CONDITIONS
THIS AGREEMENT is made on the day of endorsement (the “Effective Date”) You and TEEFRESHMEDIA, a private limited liability company incorporated under the laws of Nigeria and having its head office at 20, Aloba Street, Lagos State, Nigeria (hereinafter called “Distributor”) of the second part. Hereinafter collectively referred to as the “Parties” or individually as a “Party”.
WHEREAS
Owner wishes to enter into this Agreement with Distributor whereby Distributor undertakes the distribution of the audio-visual recordings of a song or video owned and/ or controlled by the Owner (the ”Product”) in the territory on the terms and subject to the conditions contained herein.
Distributor is an organisation that exploits applications of internet technology in providing digital distribution services.
NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the mutual promises and covenants herein, parties hereby agree as follows:
TERM & TERRITORY
The initial term of this Agreement shall come into effect on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement shall continue in full force and effect for a period of two (2) years. The first contract period shall commence on the execution of this Agreement.
CONTRACT DURATION
24 MONTHS, to renew automatically unless terminated according to Termination Clause of the Agreement, in order to avoid downtime at the platforms.
MINIMUM COMMITMENT
1 Product
TERRITORY
The Entire World
SERVICES
During the specified contract period, Owner shall license the Product to the Distributor, who shall be responsible for the digital distribution of the same for the purpose of monetisation including the marketing, transmission, distribution, dissemination of the Product (including the metadata and cover artwork of the Product) by any means now known or invented in the future, including but not limited to telephone satellites, broadcast, wireless, cable and/ or the internet, non-interactive radio, and mobile applications but excludes the manufacture, distribution and sale of records in physical formats.
Any further contract periods may be agreed between both parties pending the Owner’s content’s commercial performance. Nothing herein is intended to prohibit the Owner from performing independent services to any event, client, or, as long as they do not conflict with the purposes of this Agreement.
COSTS
The distributor will pay all distribution costs, at least in connection with the Owner’s minimum distribution commitment to the Distributor.
ROYALTY SETTLEMENT
In consideration of the license granted, the Distributor shall on a quarterly basis share revenue generated as a result of the distribution of the Product as contemplated in the Agreement according to the following: Distributor: 30%, Owner: 70%.
Revenue reporting being a statement of all income received from the distribution of the Product by the Distributor during the quarter, the deductions made from such income and the net amount payable to the Owner (“Royalty Statement”), will be issued to Owner commencing on the earlier of 3 months after the Effective Date of this Agreement or 3 months after the release of the Product. The Royalty Statement shall be issued to the Owner within 15 days after the end of every quarter.
Should the net amount be above $100, the Distributor will make payments to the Owner within 30 days of the end of the quarter. The owner will be responsible for all reasonable and receipted charges relating to payments made. The distributor will only make payments to bank accounts in the Owner’s name or business name.
RIGHT TO AUDIT
At any time within two (2) years after a Royalty Statement is made available to the Owner under this Agreement, the Owner may give the Distributor a 30 days‘ written notice of its intention to appoint an accountant (either an individual or a firm) to commence an examination/ audit of the books and records of the Distributor in so far as they relate to payments to be accounted under this Agreement. The examination shall be commenced 30 days from the date of the objection or challenge, and the same shall be conducted during the normal business hours of the Distributor.
In addition to any other right available in law to the Owner, in the event of such audit of the books of the Distributor revealing an underpayment to the Owner, the Distributor shall pay the Owner the amount of the underpayment together with interest at the rate of 10% per annum from the date that the payment should have been made to the date of the actual payment. Additionally, in the event that the audit reveals an underpayment, the Distributor will reimburse the Owner of its reasonable and receipted costs of the audit.
WARRANTIES
Owner Warranties:
During the term of this Agreement, Owner will not enter into any agreement which would interfere with the full and prompt delivery of services by the Distributor.
During the term of this Agreement, Owner will not at any time / period digitally distribute, or authorise the digital distribution of your performance in the Product to any third party outlets directly or indirectly.
Owner warrants that Owner owns and controls the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions shall not violate or infringe the rights of any third party.
With respect to content submitted to Distributor which embodies your performance together with the performance(s) of another artist/s, Distributor is not under any obligation to pay this /these artists/s. Owner warrants that liability is going to be restricted, all liabilities in respect of the content would be borne by the maker “Owner”.
Distributor Warranties:
Distributor has the full right and authority to enter into this Agreement;
Distributor shall not use or exploit the Product in a way that is inconsistent with the rights granted under this Agreement;
Distributor shall use all reasonable endeavours to ensure its licensees account promptly and in line with the terms of this Agreement;
Distributor will keep full and accurate books and records of accounts of all payments and outgoings;
Distributor will ensure that the Product receives optimum visibility of the Product to ensure maximum monetisation of the same.
Distributor will not incur any unauthorised cost or liability on behalf of the Owner.
DISPUTE RESOLUTION
Any controversy or claim arising out of or relating to this Agreement shall first be resolved by negotiations and mediation before referral to Nigerian courts.
GOVERNING LAW
This Agreement shall be governed by and constructed in accordance with the Laws of the Federal Republic of Nigeria only.
INDEMNITY and LIABILITY
If for any reason a court of the applicable jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
TERMINATION
This Agreement may be terminated without cause by either Party issuing a 30 days’ written notice;
This Agreement may also be terminated if either party is in breach of the terms of the Agreement and, in the event of a breach capable of being remedied, fails to remedy the breach within 21 days of receipt of notice thereof in writing.
Parties’ termination of this Agreement shall be effective without prejudice to any rights which may have accrued before the date of the termination.
Upon termination of the Agreement and upon receiving a written request from the Owner, the Distributor undertakes to immediately send take down notices of the Product to all digital distribution services.
CONFIDENTIALITY
Both Parties undertake to keep confidential and not disclose to any third party any confidential information supplied by either Party under this Agreement. Both Parties have agreed that they shall maintain the following matters in the utmost secrecy and confidence. Both Parties clearly understand and agree that the terms of this contract are confidential and the Parties and/or their principals or any agent, employees or representatives shall not divulge the contents of this contract to any person(s) without the prior written consent of the other Party except to legal, accounting and financial advisers of either Party or third parties providing services with respect to the relationship, and provided that such advisers or other third parties agree to maintain the confidentiality of such information.