04/27/2020

Ready for grammar checking

04/14/2020

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 Music Publishing Agreement

This Agreement is executed this day of January 1, 2020 at Zamboanga

City Among:

Corporate Party

WE Publish Co, a corporation duly organized and existing by virtue of

the laws of the Republic of the Philippines, with principal office at Mabini
St. Tetuan, Zambonga City represented by its President, Mr. Aljoe B. Rule
and hereinafter referred to as publisher and,

Individual Party

Son G. Er, Filipino, single, of legal age, and residing at Apple St.
Guiwan Zamboanga City and hereinafter referred to as composer/owner.

WHEREAS, the Owner owns and controls certain musical

compositions which are referred to as Musical Work throughout this
document;

WHEREAS, the Publisher is engaged in the business of music

publishing and distribution of musical works; and

WHEREAS the Owner desires to grant the Publisher right to publish

and distribute the Musical Work and further desires to appoint Publisher to
act as non-exclusive administrator of the Musical Work.

WHEREAS, the Publisher is willing to accept all the terms contained

herein.

NOW, THEREFORE, in consideration of the above premises and the

agreements hereinafter set forth, and for other goods and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

The defined terms in this Agreement shall, unless the context otherwise
requires, have the meanings specified in this agreement:
“Confidential Matters” means any information disclosed between
parties in whatever means relating matters of the contract which is
confidential and proprietary in nature.

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 “Party” or “Parties” means any person who becomes part of the
Agreement as time goes by.
“Business Day” means any day except weekends on which parties can
examine the books and records.
“Non-exclusive” means other publishers can replace the present WE
Publish Co. for causes mentioned in this contract.

This agreement is in English language, which language shall be

controlling in all respects. All versions apart from the English language shall
have been prepared solely for the convenience of the parties but be subject to
the English language provisions hereof.

I. Grant of Rights.
The Owner hereby, assigns, transfers and delivers to the Publisher the
non-exclusive right to administer, distribute, advertise, and otherwise deal in
and for the Musical Work, all of which the Publisher agrees to do according
to best business practices generally prevailing in the music
publishing industry.

II. Representations and Warranties of the Parties.

The Owner represents and warrants to the Publisher that:
(a) It 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;
(b) The Owner has full rights over the Musical Work and is
protectable by the copyright laws of their country; and
(c) There will be no liens or encumbrances upon the Musical Work
and the Owner by virtue of the acts of the Publisher whose acts are not
among those enumerated in this contract.

The Publisher represents and warrants to the Owner:

(a) the Publisher is, and will be during the term, active in the country
of Philippines and, through licensees or collection agents or
societies elsewhere in the world, in the business of music
publishing; and

(b) the Publisher has the full right, power, and authority to enter into
this Agreement and to grant to Owner all of the rights purported to
be granted to Owner.

III. Payment
The Publisher shall pay an amount of Php 100,000.00 which shall be
independent of royalties. The Publisher agrees to pay the Owner, during the
original term and any renewals of the copyright throughout the world,

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royalties with respect to the Musical Work, as follows: 60% of all
distribution profits made; the remaining 40% to be retained by the Publisher.

The Publisher shall render to Owner a written statement of account as

to the royalties becoming due to Owner under this Agreement within ninety
(90) days after the expiration of each calendar. Each such statement shall be
accompanied by payment of the amount (if any) shown to be due.

IV. Books and Records.

The Owner may inspect the Publisher's books of account at the
Owner's expense by a certified public accountant as shall be necessary to
verify the accuracy of any accounting statement rendered to the Owner
which has not become an account stated as provided, however, that:
(a) Inspection can be made any time of the day during business days;
(b) The Owner may not appoint an accountant to conduct any such
inspection who is also the accountant of the publisher to avoid conflict of
interest.
(c) No more than one (1) such inspection may be made of the
Publisher's books of account as to
any six (6) month calendar period;
(d) Any Confidential Information known by virtue of such inspection
should not be disclosed to the public unless otherwise agreed by the parties.

V. Compliance with legal requirements

If this contract is subject to recording in any appropriate public,
governmental or regulatory offices, such recording is to be effected by Party
B at its expense.

VI. Term and Termination.

This Agreement shall be effective as of the date first set forth above
provided both Parties have signed.
Notwithstanding the foregoing, this Agreement shall be earlier
terminated by mutual agreement of the parties or either party may terminate
the Agreement by providing within thirty (30) days, written notice to the
other party.

VII. Automatic Renewal

This Agreement shall be automatically renewed for successive five (5)
periods upon the same terms, conditions, and covenants herein contained,
unless either party gives written notice of termination to the other party prior
to the date of expiration of their intent not to renew.

VIII. Parties Liable.

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 Each party shall indemnify the other for any loss, damage, or expense
arising from a breach by the indemnifying party of any of its representations
or warranties contained in this Agreement. Obligations and liabilities arising
out shall not constitute a liability of any of the shareholder, officer, director
or employee of the Publisher

IX. Joint Nature

The obligations under this agreement are joint and separate, no single
party shall be liable for any failure of any other party to fulfill its obligations
under this agreement.

X. No Partnership or Other Relationship.

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.

XI. No Third-Party rights

No third person is intended to be a third-party beneficiary hereof
unless otherwise subsequently agreed by the parties. Only the parties and
their respective successors and assigns shall benefit from this contract.

XII. Waivers/Amendments.
Any term or provision of this Agreement may be amended, and the
observance of any term of this Agreement may be waived only by way of
writing signed by the party to be bound thereby.

XIII. 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.

XIV. 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.

XV. Assignment/subcontracting

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 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.

XVI. Consultation
Both parties acknowledge that they have sufficient opportunity to
consult with their counsels and accountants in the negotiation, delivery and
execution of this agreement.

XVII. Time is of the Essence

Any and all activities of the Parties governed by the terms of the
agreement shall be accomplished with the utmost expediency by the parties
hereto.

XVIII. Arbitration Clause

All disputes arising out of or in connection with the present contract
shall be finally settled under the Rules of Arbitration by one or more
arbitrators appointed in accordance with the said Rules.

XIX. Litigation clause

In the event that a dispute has not been resolved by means of
Arbitration within 120 days of initiating said procedure or if a party elects to
undergo such procedure, either party may bring the matter to the proper
court for resolution. The venue of which is the proper court who has
jurisdiction as provided for by law.

XX. Affirmation Clause

Except as modified hereby, the Agreement is hereby affirmed, ratified
or approved as the legal, valid and binding agreement of the parties thereto,
enforceable in accordance with its terms. All terms herein shall have the
meanings ascribed in the Principal Agreement.

XXI. Penalties for Violation

Any violation committed against the contract will impose a penalty of
Fifty thousand pesos (Php 50,000.00) against the violator.

XXII. Governing Law

This Agreement shall be governed by the laws of the country of
Philippines

IN WITNESS WHEREOF, the parties have caused this agreement to

be duly executed and delivered as of the day and year first above written:

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Mr. Aljoe B. Rule in representation of WE Publish Co in his capacity as the
President thereto and;

Mr. Son G. Er

WITNESSES
Mr. Ben C. Vega Mr. Von R. Ge

REPUBLIC OF THE PHILIPPINES)

Zamboanga City ) S.S.

BEFORE ME, a Notary Public for and in the City of Zamboanga,

personally appeared Mr. Aljoe B. Rule in representation of WE Publish Co
in his capacity as the President thereto with a Government issued Driver's
License No. K04-16-778956 issued on October 2 2019 at Zamboanga City
and Son G. Er with a Driver’s License No. L04-87-889658 issued on
October 3 2019 at Zamboanga City , known to me and to me known to be
the same persons who executed the foregoing instrument which they
acknowledged to me as their free and voluntary act and deed, consisting of
only 7 page/s, including this page in which this Acknowledgement is
written, duly signed by them and their instrumental witnesses on each and
every page hereof.

SUBSCRIBED AND SWORN to before me this January 1, 2020 at

Zamboanga City, Philippines.

Atty. Alex G. Onzaga

Notary Public
Batas Law Firm
Tumaga, Zamboanga City
PTR No. 985789; 03/05/2020
Roll No.85948; 09/04/2015
MCLE No. I-52654; 10/02/2019
MCLE No. II-78955; 03/17/2019
Doc. No. 78789;
Page No. 571;
Book No. 4;
Series of 2020;

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