1. Artiste/Label owns the intellectual property rights in the Master Content of various artists, and wishes to expand its distribution network through the supply of these Master Content items to the Distributor (CeFlix Tunes) for streaming and download on the CeFlix Tunes Music app.
2. The Distributor having an established business in streaming music content wishes to secure a distribution arrangement with the Artiste/Label to supply the Content to users of its mobile app within Nigeria, the African Continent and beyond.
The parties are prepared to enter an arrangement with each other pursuant to the terms and conditions of this Agreement.
The parties hereto hereby agree as follows:
In this Agreement the definitions set out below have the following meaning unless the context in which they appear requires otherwise:
5. OBLIGATIONS OF ARTISTE/LABEL
8. TRADE MARKS
9.1 Without prejudice to any right or remedy of Artiste/Label for a breach of this Agreement, Artiste/Label shall have the right to terminate this Agreement by sending The Distributor written notice, in the event that:
9.2 Upon termination of the Agreement:
9.3 Provisions contained in this Agreement, that are expressed or by their sense and context are intended to survive the expiration or termination of this Agreement such as but not limited to Clauses 3.7 and 10 shall so survive the expiration or termination of this Agreement.
10. GOVERNING LAW AND ARBITRATION
11. GENERAL PROVISIONS
12.1 Except as otherwise specifically provided herein, all notices under this Agreement shall be in writing and shall be given by registered or certified email to the appropriate address specified by the Artiste/Label during the registration on the platform and by the Distributor on the app or website.
At the address specified below:
13. COPYRIGHT WAIVER
13.1 OBLIGATIONS OF THE ARTISTE
13.2 The Artiste hereby grants CeFlix Tunes the right to copy and place its work via whatever platform in accordance to the earlier agreement entered between parties.
13.3 The Artiste also grants all Rights, Title and interest in the work of the Artiste but ownership however remains with the Owner.
13.4 Artiste grants in full, the exclusive benefit of all the Intellectual Property Right, including all forms of protection and all rights including but not limited to lyrics right and publishing rights.
13.5 The Artiste affirms that it is the true and current owner of the said works, which are subject matter of this agreement.
13.6 The Artiste further affirms that it is registered with the Copyright Society of Nigeria (COSON) and has the right to enter into any contract for the distribution of its work.
13.7 The Artiste therefore agrees to indemnify and hold harmless CeFlix Tunes from and against all claims or damages arising out of any breach of these representations or third party claims relating thereof.
13.8 OBLIGATIONS OF DISTRIBUTOR/CeFlix Tunes
13.9 To act in good faith in the distribution of the work of the Artiste in accordance with its contractual obligations.
13.10 To use only the work given to it by the Artiste and not to obtain the aforesaid through any other illegal means.
14. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized.