2022 A&D's Multi Distribution Contract SAMPLE
2022 A&D's Multi Distribution Contract SAMPLE
BETWEEN:
Party A: A&D Entertainment PTE LTD
Address: 20 TgPagar Rd, Singapore 088443
Contact Telephone: 813-5866-8950
Email: contact@andtertainment.com
and
1. Definitions
Affiliate means any company, enterprise, organization, or other legal
entity controlled by Party A or controlling Party A or jointly
controlled with Party A by any other entity.
Distribution Rights means the right to distribute the Work and all ancillary or
subsidiary rights (including audio recording) related thereto
and therein that are necessary for such distribution in all
media and for all windows, now known or hereinafter
invented including but not limited to Internet Rights,
theatrical, video, television, airline and other common
carrier distribution.
Internet Rights means digital or other new media transmission means now
known or hereinafter devised (including via Internet, wired,
wireless and mobile transmission), whether done by any
form of streaming or encrypted download that is not a
permanent copy.
Net Income means the income portion after costs (including but not
limited to channel costs, operating expenses etc.) are
deducted from Party A's direct income from operation.
Other Digital Channels means all electronic channels other than Party A's Web
Channels, including but not limited to Party A’s Affiliates’
channels.
Party A's Web Channel(s) means web channels operated by Party A, including but not
limited to websites located under the partner platform
affiliates from Party A, connection and distribution channel
from Party A.
Single Work Income means Party B's revenue share derived from the income
generated from content to the Work by members of Party
A's Web Channels (see specific method of calculation in
Clause 6.3), in accordance with the rules of Party A's Web
Channels and the provisions of this Agreement.
Work List means the document setting out the Parties’ agreement on
the details of the specific Work(s) and such other terms and
conditions for the Distribution the Works under this
Agreement and executed by the Parties in substantially the
same form of Annex 3.
7. Payment Method
7.1 Prerequisites for payment:
Party A shall make timely and full payment under this Agreement, provided that Party B
meets the following prerequisites:
Party B shall submit the Work qualified Party A’s acceptance requirements and obtain
Party A’s written consent.
7.2 Payment standard for The Share of Single Work Income
Before the fifth business day of the next month after Party B has delivered Work (if this
falls on a holiday, payment shall be postponed to the second business day after such public
holiday), based on the statistical electronic income data for single chapter of the Work for
the previous month, Party A shall calculate the Share of Single Work Income payable to
Party B for the previous month.
When Party B's share of Single Work Income for the previous month exceeds USD [200],
Party A shall remit the share and fees payable to Party B for the previous month to Party
B's Bank Account within 10 (ten) business days after Party A confirmed the word count
completed of the monthly Work delivered by Party B as set forth on Section 7.1 (based on
the timing of the outbound remittance) (which, if it is a public holiday, shall be postponed
to the second business day after such public holiday) . If the given month's revenue is less
than or equal to USD [200], the calculation of share to Party B shall be extended until the
amount exceeds USD [200].
7.3 Other income payments to Party B
Other than the income payable to Party B pursuant to Clause 6.2, 6.3 of this Agreement,
Party A promises to remit income to Party B's bank account within three (3) months
(subject to the timing required for of the outbound remittance) from the date such income
to which Party B is entitled exceeds USD [200].
7.4 Payment method
Party A shall make payment in USD or an equivalent amount in Party B's local currency;
the applicable exchange rate shall be based on the real-time exchange rates of the relevant
payment channel on the date of the remittance.
See Annex 4 (Share of Single Work Income Account Confirmation) for Party B's
designated bank account information.
7.5 Information on other relevant payments
Pursuant to applicable laws, Party A shall pay Party B's share (including revenue share with
deductibles) after deducting withholding tax and Party A's remittance fees. Party A's Web
Channel(s) shall provide a means for Party B to inquire and verify Party B's remuneration;
Party A is not under an obligation to provide any other notification to Party B in respect of
such remittances. All issues and legal liability related to Party B's failure to promptly
provide its account information to Party A, or where the account information provided does
not allow for payments or attracts other fees payable, shall be borne by Party B.
8. Confidentiality
Party A and Party B agree that Party B shall be under obligations of confidentiality in
respect of Party A's trade secrets or confidential information that Party B may obtain or
become aware of in the course of this collaboration. Unless disclosure is required by a
legal authority or disclosure is made with the written consent of Party A, if the use or
disclosure of trade secrets and/or confidential information by Party B in violation of the
provisions of this Agreement causes any direct or indirect loss to Party A (whether in terms
of reputational damage or economic loss), Party A may require Party B to provide
compensation in full for such losses, and, Party A has the right to suspend, rescind, or
terminate this Agreement on this basis.
9.2 If Party B is in breach of Clause 3 of this Agreement, Party A may take such measures as
is necessary and appropriate to protect its own rights and interests, including but not limited
to the termination of Share of Single Work Income and share payments and the termination
of the Agreement; moreover, Party B shall return 【200】% of all income obtained from
Party A from the performance of this Agreement and compensate Party A for all losses
suffered in that connection, including but not limited to any expenses incurred by Party A
such as notary fees, attorney fees, accreditation fees, litigation fees, and travel fees.
9.3 If Party B is in breach of the warranties in Clause 4.1 of this Agreement, Party A may, at
its sole discretion, withhold the publication of the Work and the payment of licensing fees
and share; moreover, Party B shall return to Party A 【200】% of all income obtained
from Party A from the performance of this Agreement and compensate Party A for all
losses suffered in that connection, including but not limited to any expenses incurred by
Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and travel fees.
9.4 If Party B breaches any provisions of this Agreement, or the Work delivered by Party B
does not comply with Party A's requirements, or the Work does not meet the market's
demand, Party A may require Party B to make additions to or revisions of the completed
Work; if Party B refuses to accept Party A's reasonable revision requirements or still fails
to meet Party A's reasonable requirements after three (3) revisions, Party A has the right to
choose to immediately suspend or terminate this Agreement; Party A may also take
measures to protect its own rights and interests, including but not limited to having the
Work continue to be written by Party A itself or a commissioned third party until it is
completed (the copyright to the part of the Work completed by Party A itself or a
commissioned third party shall belong to Party A, and Party A is not required to make any
payment to Party B for any fees related to this part of the Work), and changing the method
of payment of Single Work Income fees; moreover, Party B shall return 【200】% of all
income obtained from Party A from the performance of this Agreement and compensate
Party A for all losses suffered in that connection, including but not limited to expenses
incurred by Party A such as notary fees, attorney fees, and litigation fees.
9.5 If Party B violates any of its warranties under Clauses 4.2 of this Agreement, Party A has
the right to immediately terminate this Agreement and require that Party B compensate
Party A for all losses suffered in that connection, including but not limited to any expenses
incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees,
and travel fees.
9.6 If Party B acts in breach of its warranty under Clause 4.3 of this Agreement, in addition to
the possibility of Party A enforcing its rights pursuant to Clause 9.5 above, Party B shall
also independently bear all relevant criminal liability.
9.7 If Party A unreasonably owes Party B payable Share of Single Work Income and still makes
no payment despite written reminders from Party B, additional charges at 2 per cent. of the
amount of Share of Single Work Income owed per day shall be borne by Party A; if the
payments continue to be owed for over thirty (30) days, Party B has the right to terminate
this Agreement upon 30 days’prior written notice to Party A.
9.8 In addition to the foregoing provisions, if either Party acts in breach of the obligations
stipulated under this Agreement, the Party in breach shall immediately refrain from acting
in breach of the Agreement within five (5) days upon receipt of a written notice from the
other Party requesting rectification; if the Party in breach continues to breach this
Agreement or fails to fulfil its obligations hereunder, the other Party has the right to
suspend, rescind, or terminate the Agreement in advance and shall be compensated for all
resulting losses suffered, including but not limited to additional expenses such as notary
fees, attorney fees, accreditation fees, litigation fees, and travel fees.
9.9 For the avoidance of doubt, if the Agreement is terminated in accordance with this Clause
9, the irrevocable licence granted in Clause 3 will be survival for another thirty (30) days
for the purpose that Party A can completed the deletion of the Work from Party A's Web
Channel(s) and Other Digital Channel(s).
9.10 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or
rescinded in advance for any reason, the surviving rights and obligations provided for in
this Agreement with respect to the transferring, licensing, and confidentiality obligations
in respect of the Work shall remain in force.
10. Miscellaneous
10.1 Party A has the right to assign any or all of its rights and obligations under this Agreement
to Party A’s successors, Affiliates, or other third parties at any time. Party B may not sub-
license, assign, or sub-contract any of its rights or obligations under this agreement without
written consent of Party A
10.2 In respect of any notifications to be made pursuant to the provisions of this Agreement,
either Party may deliver such notifications to the other party using the addresses, emails,
and telephone numbers on the first page of this Agreement (being the designated contact
information of the Parties). Party A may also deliver such notifications to Party B's user
account as registered on Party A's Web Channel(s).
10.3 This Agreement shall be governed by and construed in accordance with the laws of
Singapore, and the Parties agree to submit to the non-exclusive jurisdiction of the Courts
of the place of residence of Party B in respect of all controversies, disputes, disagreements,
or claims arising out of or in relation to this Agreement.
10.4 This Agreement enters into force when signed by the Parties on the date stated at the
beginning of this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument. The executed
signature page of this Agreement shall be delivered to the other Party via email, and the
Parties jointly acknowledge such method of electronic execution and recognize its legal
effect.
Party A: Party B:
Licensor (Signature):
Date:
3. Work List
Name of Works:
A&D Entertainment:
I, (ID card number:) (including all pseudonyms used on your web channel(s)) have signed an
agreement with your company and have received payment of Share of Single Work Income from
your company pursuant to the agreement.
Account name :
Account number :
Swift code :
Bank name :
Branch name :
Branch address :
This acknowledgement is for the sole purpose of confirming the account information for
payment of Single Work Income and does not affect the provisions on any other rights or
obligations under the original agreement.
Declarant:
Date:
5. Declaration on Change of
Book Name
Declarant:
Date: