Publishing Services Agreement

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1. Object

This Agreement governs the publishing administration and copyright management of the Client's Compositions (lyrics and/or music), including registration, metadata updating, licensing where applicable, collection, claims and accountability, under the terms described herein.

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2. Definitions

For the purposes of this Agreement:

• Composition(s): underlying musical work (lyrics and melody), including protectable arrangements, and its editorial and author participations according to splits provided by the Client.
• Catalogue: set of Compositions accepted by UMW for administration, listed in Annex A (and its updates).
• Territory: worldwide (“ Worldwide ”).
• Administered Rights: editorial administration and collection rights linked to the Compositions, including (as applicable) mechanical rights, synchronization rights and the publisher's share of public performance rights, as well as reasonable protection and enforcement activities.
• Gross Income: all sums actually received by UMW attributable to the Compositions (including sub-administrators), before deductions.
• Net Receipts: Gross Income less deductions allowed under this Agreement (Section 6.3).
• Mechanical Royalties: income from reproduction of the Composition (according to the applicable modality by territory/use).
• Public Performance: income from public communication of the Composition (radio, TV, concerts, establishments, certain digital services, etc.), specifically in its publisher share where applicable.
• Synchronization (Sync): revenue from licensing the Composition for use with images (film, series, advertisements, video games, trailers, digital content, etc.).
• PRO/CMO: management societies (e.g., ASCAP, BMI, PRS, APRA, etc.).
• Writer Share: Author participation in public performance, when paid directly by PRO/CMO to the author and not administered by UMW in practice or due to limitations of local system rules.

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3. Ownership

3.1 Ownership. The Client retains ownership of its Compositions and shares. This Agreement does not transfer ownership , except for the limited management rights granted herein.
3.2 Splits. The Client represents that the splits delivered to UMW are correct and undertakes to keep them updated.

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4. Appointment and Scope of Administration

4.1 Appointment. The Client appoints UMW as the editorial administrator of the Catalogue Compositions for the Term (Section 9) and in the Territory.
4.2 Exclusivity of Administration. Except for Compositions excluded in writing or subject to existing prior agreements (Section 5), the Client grants UMW the exclusive right of administration with respect to the Catalogue Compositions to avoid duplicate claims and collection disputes.
4.3 Included Services. UMW may, as reasonably and subject to availability in each territory, perform the following:
a) Registration of works and metadata updates with PRO/CMO, mechanical entities, sub-administrators, and relevant platforms.
b) Collection of Mechanical Royalties, publisher performance, and Sync where UMW has the practical/contractual capacity to do so.
c) Claims and Corrections : resolution of metadata disputes, duplicates, title issues, splits, and follow-up on undistributed payments when reasonable evidence exists.
d) Synchronization Management : Administration of incoming applications/licenses. (Unless expressly agreed otherwise, UMW does not guarantee placements or pitching.)
e) Sub-administration : Appointing sub-administrators/affiliates for collection and administration by territory, when necessary or efficient.
f) Reasonable protection : Administrative actions to mitigate infringements or unauthorized uses, without obligation to litigate (Section 7.4).

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5. Previous Compositions and Conflicts of Rights

5.1 Compositions with prior agreements. If a Composition is subject to a prior agreement (e.g., with another administrator/publisher) that prevents exclusive administration by UMW, the Client must inform UMW in writing.
5.2 Deferred entry into the Catalog. UMW may schedule the inclusion of such Compositions when the prior agreement expires or when the Client regains the right to administer.
5.3 Rejection. UMW may reject Compositions that present ownership conflicts, unresolved multiple claims, or insufficient metadata.

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6. Royalties, Percentages and Deductions

6.1 Customer Percentage / UMW. Unless otherwise agreed in writing, the Customer will receive:

• 90% of the Net Revenue from:
  a) Publisher Performance (public performance editorial share) actually collected by UMW;
  b) Mechanical Royalties actually collected by UMW;
  c) Synchronization (Sync) Revenue actually collected by UMW.
  UMW will retain 10% of the Net Revenue as an administration fee (“ Fee ”).

6.2 Writer Share and Direct Payments. The Client acknowledges that, in many territories, the writer share for public performances is paid directly by the PRO/CMO to the affiliated author. When UMW receives amounts attributable to the writer share through non-standard channels, UMW will treat them in accordance with: (i) the payer's rules; (ii) splits provided by the Client; and (iii) what is permitted by law and management systems.

6.3 Allowable Deductions for Net Income. Net Income = Gross Income less:
a) PRO/CMO, mechanical entity, MLC or equivalent agency fees/charges;
b) sub-administrator/affiliate fees by territory;
c) withheld or applicable taxes (including withholding taxes) and bank transfer charges;
d) payments due to co-authors, co-publishers or other rights holders according to valid splits;
e) reasonable costs of registration/update, administrative claims and metadata processing;
f) refunds, chargebacks, adjustments or repayments demanded by payers.

6.4 No general deductions. UMW will not deduct non-attributable internal overhead expenses (e.g., rent, general administrative payroll) unless required by applicable law for collection or remission.

6.5 Currency and Conversion. Payers may settle in different currencies. UMW will apply conversions according to the effective exchange rate received or the payer's rules; differences may exist depending on banks/intermediaries.

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7. Licensing and Sync

7.1 Licenses. UMW may issue, negotiate, or manage licenses relating to the Compositions where mandated and reasonable, including synchronization, mechanics, and equivalent uses.
7.2 Customer Approval. Unless the Customer grants prior written authorization (e.g., rate ranges, usage types), UMW may require Customer approval for specific Sync licenses, particularly for sensitive uses (political, explicit, etc.).
7.3 No Placement Guarantee. Sync administration does not imply any obligation to secure placements.
7.4 Litigation. UMW is under no obligation to initiate litigation. Should the Customer seek legal action, costs, strategy, and representation will be agreed upon in writing.

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8. Information, Metadata, Cue Sheets and Cooperation

8.1 Delivery Obligation. The Client shall provide truthful and complete information, including: titles, authors, splits, PRO/CAE/IPI, ISWC (if applicable), territories, versions, aliases, co-author contact information, and any other information reasonably requested by UMW.
8.2 Cue Sheets (Audiovisual). Where applicable, the Client shall cooperate in obtaining/confirming cue sheets or equivalent information (duration, type of use, episode, producer), and UMW shall make reasonable efforts to process and claim accordingly.
8.3 Disputes. In the event of split disputes or third-party claims, UMW may withhold related payments until the matter is resolved.

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9. Term, Renewal, Termination and Retention

9.1 Initial Term. One (1) year from the Effective Date (“ Term ”).
9.2 Renewal. This Agreement shall automatically renew for successive one (1) year periods unless UMW provides written notice of non-renewal at least 30 days prior to the expiration date.
9.3 Termination for Breach. Either Party may terminate this Agreement for material breach not remedied within 30 days of written notice.
9.4 Retention (Post-Termination). Due to the nature of reporting cycles, UMW shall retain administrative rights only to collect and settle revenue generated during the Term (and any outstanding reports) for a period of 12 months following termination (“ Retention Period ”).
9.5 Late Collections. UMW may continue to collect and settle revenue attributable to prior periods for as long as reasonably required by payers/corporations for closings and adjustments, and shall transfer to the Client its 90% of Net Revenue pursuant to this Agreement.

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10. Payments Received Directly by the Customer

If the Client receives payments attributable to Compositions that correspond to Managed Rights (except writer share paid directly by PRO/CMO when applicable), the Client shall:
a) notify UMW; and
b) submit the documentation and corresponding amount within 15 days of receipt, to avoid duplication and claims conflicts.

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11. Account Statements, Payments and Auditing

11.1 Account Statements. UMW will issue account statements and settlements on a semi-annual basis within a reasonable timeframe after the close of the period, subject to reports received from third parties.
11.2 Minimum Payment. UMW may establish a minimum operating payment of US$50 ; balances below this amount will accumulate until the minimum is exceeded or until the year-end close.
11.3 Objections. The Client will have 24 months from the statement date to object to it in writing with reasonable detail; after this period, it will be considered accepted unless there is a manifest error.
11.4 Audit. Once a year, the Client may have specific statements audited by an independent accountant, with 30 days' notice , during business hours, at their own expense, unless a material deviation agreed upon by the Parties is detected.

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12. Customer Representations and Guarantees

The Client represents and warrants that:
a) he/she owns or controls the rights necessary to enter into this Agreement;
b) the information and splits provided are truthful;
c) the Compositions do not infringe the rights of third parties;
d) any sample/interpolation/derivative work has been duly authorized in writing;
e) there are no conflicting agreements with the exclusive administration agreed herein, or they have been disclosed in writing;
f) he/she will comply with applicable PRO/CMO rules and tax obligations.

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13. Compensation

The Client shall indemnify and hold harmless UMW from third-party claims arising from: (i) breach of Client warranties; (ii) undisclosed ownership disputes/splits; (iii) unauthorized sampling infringement; or (iv) false or negligent metadata.

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14. Limitation of Liability

To the maximum extent permitted by law:
a) UMW shall not be liable for indirect, consequential, or indirect damages;
b) UMW's total liability for claims relating to this Agreement shall not exceed the total Fees (10%) actually retained by UMW from the Client in the 12 months prior to the event, except in cases of proven willful misconduct or fraud.

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15. Confidentiality

The Parties shall keep non-public information (reports, rates, agreements, financial data) confidential, except as required by law or by PRO/CMO/authorities.

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16. Sub-administration and Transfer

UMW may sub-manage or delegate functions to specialized third parties by territory, without releasing its obligation to settle with the Client. The Client may not assign this Agreement without UMW's written consent.

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17. Taxes

The Client is responsible for their tax obligations. UMW may apply legally required withholdings and request tax forms (e.g., W-8/W-9 or others) for international payments.

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18. Applicable Law and Dispute Resolution

18.1 Applicable Law. This Agreement is governed by the laws of the Republic of Ecuador.

18.2 Arbitration. Any dispute arising from this Agreement shall be resolved by arbitration with the seat of Guayaquil , in accordance with a written arbitration agreement, a requirement for validity in Ecuador.

18.3 Suggested Center (optional). Unless the Parties agree otherwise, the arbitration may be administered before the Arbitration and Mediation Center of the Guayaquil Chamber of Commerce , in accordance with its current regulations.

18.4 Language. Spanish.

18.5 Referee(s). [One (1) referee / Three (3) referees].

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19. Miscellaneous

• Entire agreement: This document and its annexes constitute the entire agreement.
• Severability: if one clause is invalid, the others remain in force.
• Modifications: only in writing.
• Relationship: independent; there is no employment partnership.

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