Terms and Conditions: Exclusive Tracks

1.) General provisions

1.1 The creation of the composition and the musical production shall be based on the briefing provided by the client, the offer of Sonoton and the written work order that needs to be countersigned by Sonoton. The contract shall take effect after being signed by both parties.

1.2 The client may exclusively acquire rights of use for the compositions and musical recordings created in accordance with the work order for an indefinite or definite period of time, on a worldwide basis or for certain territories to be agreed on. The work order shall define which rights of use will be acquired in each individual case.

1.3 By placing the work order for a composition and production of one or more musical works the client shall acknowledge the General Terms and Conditions for “Exclusive Tracks” of Sonoton.

2.) Layout and approval of production

2.1 After conclusion of the contract Sonoton shall produce a layout version at the client's request and shall invoice the remuneration agreed on for such service. Additional alternative layout recordings commissioned by the client shall be invoiced separately according to separate agreements of the parties.

2.2 For a limited period of no more than 21 working days following delivery of the layout version, the client shall be entitled to use the created layout (sample) musical production in its own production samples that must not be published. Any publication of layout productions or the use of such title(s) in any media (e.g. TV, Internet, etc.) before the acquisition of an exclusive licence shall be explicitly prohibited.

2.3 Upon expiry of the period specified in Section 2.2 all rights of use of the client shall terminate unless Sonoton confirms any extension in writing. Any further use of the title and of the layout (sample) production(s) created with it shall be explicitly prohibited.

2.4 Sonoton shall deduct the remuneration for the layout from the invoice for the created and accepted production.

2.5 If the layout production does not lead to a work order for the final version, the remuneration invoiced for the layout shall be forfeited, i.e. upon settlement and payment it shall be Sonoton's remuneration for the layout production.

2.6 To secure the exclusive rights the client shall be required to approve the production on the basis of the work order (and the layout version if applicable) within the period of 21 days stated in Section 2.2.

3.) Acquisition of the exclusive licence

3.1 The rights granted to the client under the contractual agreement shall be effective upon complete payment of the Sonoton invoice/licence in due time.

3.2 The rights granted shall apply to all forms of use for all offline and online media. With regard to rights properly acquired from Sonoton, Sonoton shall indemnify the client vis-à-vis third party claims (composers, musicians, conductors, producers, etc.). This shall not apply to claims of copyright collecting societies (e.g. GEMA, AKM/AUSTRO MECHANA).

4.) Obligations of the client

The client shall be obliged to support the production with all means at its disposal. It shall appoint an employee in writing who is responsible for and in charge of the production. This employee shall be explicitly authorised to make legally binding declarations in the following cases:

  • Change of work order/briefing
  • Change of production or delivery dates

and in respect of the respective additional costs resulting therefrom if applicable.

5.) Delivery, changes

5.1 Sonoton shall not be obliged to deliver the production personally but may deliver the created production by mail or via a download server. Possible change requests of the client shall be addressed in writing to Sonoton no later than within two weeks of receipt of the final version (by mail or e-mail).

5.2 Technical objections and complaints of the client shall be raised in writing without delay, however, no later than within two weeks of delivery of the production.

5.3 In respect of changes requested by the client, exceeding the scope of the contractually agreed service, such as additional (movie) cut changes, Sonoton, to the degree it accepts such changes, shall be entitled to invoice the resulting additional costs.

5.4 In cases of force majeure, non-delivery by suppliers, disruption of production or traffic and strike, the deadlines and delivery dates agreed on shall be extended accordingly for the duration of such events.

6.) Prices and payment conditions

6.1 The contractually agreed price shall include all production costs.

6.2 Sonoton's invoices for the layout and the final production shall be due for payment without deduction within 14 days of receipt of the invoice by the client.

 

7.) Notice of use

The client shall have the obligation to give notice to Sonoton immediately after completion and before exploitation of any production in which the contractual works will be used (notice of use) as well as fill in properly the used title, composer, etc. on the broadcast forms for radio, TV, transmission and/or other forms to be filled in for the respective collecting society, such as GEMA/AKM, and forward these forms accordingly. A copy thereof shall be sent to Sonoton without request. In the case of advertising spots, at Sonoton's request the client shall provide the broadcast schemes subsequently.

 

8.) Collecting societies

8.1 The performing rights as well as the right of mechanical duplication of Sonoton's compositions and recordings shall be exercised internationally by the respective collecting societies (e.g. GEMA, AKM/AUSTRO MECHANA).

8.2 The rights of use shall be granted on the condition that the client properly acquires the rights that need to be obtained from the collecting societies.

 

9.) Use by third parties

If the production is passed on and corresponding rights of use are granted to third parties, the client shall be obliged to inform Sonoton immediately about the recordings passed on to third parties and to inform the third parties about the scope and restrictions of the acquired rights, the obligation vis-à-vis the collecting societies as well as the General Germs and Conditions for “Exclusive Tracks“ of Sonoton.

 

10.) Contract violation

In case of late or incomplete payment or use of the production beyond the scope of the licence granted Sonoton shall be entitled to stop the use of the production and to claim damages.

 

11.) Invalid provisions

In case that a provision of these General Terms and Conditions is invalid, the effectiveness of the remaining provisions of these General Terms and Conditions shall remain unaffected. Instead, the ineffective provision shall be replaced by an effective provision that corresponds to the economic purpose of the contract.

 

12.) Place of performance and place of jurisdiction

12.1 Additional agreements shall not exist. Changes and supplements need to be in writing and shall be made in a document signed by both parties.

12.2 German law shall apply.

12.3 The place of performance and exclusive place of jurisdiction shall be Munich.

 

November 2013

SONOTON Music GmbH & Co. KG
Schleibinger Straße 10
81669 Munich