Publishing Services Agreement

Last Updated: January 05, 2026

THE PARTIES:

On the one part, UMW RECORDINGS, INC. S.A.S., an Ecuadorian company with Taxpayer Registry Number 0993391921001, which operates its publishing division under the name UMW Song Assets, hereinafter referred to as the “Administrator.” On the other part, the natural person or legal entity identified in the Publishing Order, being the Rights Holder or authorized representative of the interests detailed therein, hereinafter referred to as the “Rights Holder.” The Administrator and the Rights Holder may be referred to collectively as the “Parties.”

RECITALS:

  • The Rights Holder represents that it controls the interests in the compositions individually identified in Annex A;
  • The Administrator administers and collects publishing royalties, directly or through Societies, Mechanical Agencies, collective management organizations, Subadministrators, and other national and international sources, including BMI, ASCAP, SAYCE, SGAE, The MLC, and HFA, according to the Right, Territory, and Administered Interest identified in each Publishing Order;
  • Publishing administration of compositions is legally distinct from the distribution of master recordings;
  • This agreement template does not produce legal effects merely by being published and requires a Publishing Order and individualized annexes accepted by both Parties.

Accordingly, the Parties agree to the following clauses.

Each individual agreement must identify the Works, ownership interests, rights, Territories, routes, term, Commission, deductions, and signatures.

‍FIRST.— BEFORE ISSUING A PUBLISHING ORDER.

UMW Song Assets evaluates compositions and catalogs.

Completing a form, submitting a song, or receiving a proposal does not:

  • create an agreement;
  • transfer rights;
  • authorize a registration;
  • authorize licensing;
  • authorize collection.

The Service begins when the Parties complete and accept the individual Publishing Order.

‍SECOND.— IDENTITY OF UMW SONG ASSETS.

UMW Song Assets is the publishing administration division and brand of UMW RECORDINGS, INC. S.A.S., an Ecuadorian company with RUC 0993391921001 and a registered address at Av. Francisco de Orellana, Guayaquil 090512, Ecuador.

The UMW Song Assets brand identifies the publishing Service.

The identified company is the legal operator that:

  • signs the agreement;
  • collects revenue;
  • accounts for funds;
  • assumes responsibility.

‍THIRD.— CLIENT.

The “Client” is the person or company identified in the Publishing Order that:

  • wrote a composition;
  • acquired an ownership interest;
  • administers an interest under authorization;
  • validly represents one or more Rights Holders.

When signing for a company or third parties, the Client must provide documentation demonstrating its authority.

‍FOURTH.— DOCUMENTS FORMING THE INDIVIDUAL AGREEMENT.

The individual agreement consists of:

  1. the Publishing Order;
  2. Annex A — Catalog and Ownership Interests;
  3. Annex B — Rights, Territories, Routes, and Economic Terms;
  4. this Agreement;
  5. executed addenda.

In the event of a conflict, the following order of precedence applies:

  1. an addendum identifying the amended clause;
  2. the Publishing Order;
  3. Annex B;
  4. Annex A;
  5. this Agreement.

A marketing webpage does not amend the executed documents.

‍FIFTH.— DEFINITIONS.

The following definitions apply:

  • “Work” means the musical composition individually identified in Annex A, including lyrics and music according to the declared percentages;
  • “Administered Interest” means the percentage controlled by the Client and entrusted for administration;
  • “Administered Catalog” means the collection of accepted Works and Administered Interests;
  • “Territory” means the countries or regions identified in Annex B;
  • “Administered Rights” means public performance, mechanical, synchronization, lyric, print, or other rights selected in Annex B;
  • “Society” means a collective management organization or rights entity, such as BMI, ASCAP, SAYCE, or SGAE;
  • “Mechanical Agency” means an entity or route for mechanical rights, such as The MLC or HFA;
  • “Subadministrator” means a third party authorized to administer part of a Territory or a source;
  • “Gross Revenue Received” means funds actually collected by UMW Song Assets in respect of the Administered Interest;
  • “Permitted Deductions” means the limited amounts identified in Section 16;
  • “Net Publishing Revenue” means Gross Revenue Received less Permitted Deductions;
  • “Commission” means the percentage payable to UMW Song Assets;
  • “Client Share” means Net Publishing Revenue less the Commission;
  • “Administration Period” means the active contractual term;
  • “Settlement Period” means the limited period after termination for late reports and revenue.

‍SIXTH.— NATURE OF THE ENGAGEMENT.

The Client retains ownership.

This Agreement constitutes an administration mandate or license.

It is not:

  • a sale of the catalog;
  • a transfer of authorship;
  • an assignment of the entire copyright;
  • a work made for hire;
  • an acquisition of a master recording;
  • a recording agreement.

Any exclusivity is limited to the Administered Interest, Work, Right, Territory, and Administration Period identified in the applicable Annex.

‍SEVENTH.— EXCLUDED RIGHTS AND SERVICES.

Unless expressly authorized, UMW Song Assets does not administer:

  • master recordings;
  • distribution royalties generated by recordings;
  • performers’ rights;
  • neighboring rights;
  • merchandising;
  • trademarks or stage names;
  • live performances;
  • sponsorships;
  • the artist’s audiovisual content;
  • Content ID relating to the master recording;
  • synchronization rights relating to the master recording;
  • the interest of an unrepresented co-author.

UMW Recordings and UMW Song Assets maintain separate statements.

‍EIGHTH.— ADDITION OF A WORK.

Each Work must identify:

  • title;
  • alternative title;
  • authors and legal names;
  • IPI or CAE, when available;
  • Society;
  • percentage of each author;
  • existing publishers and administrators;
  • the ownership interest controlled by the Client;
  • ISWC, when available;
  • related recordings and their ISRCs;
  • date;
  • Territory;
  • conflicts;
  • samples or adaptations;
  • supporting documentation.

A list without percentages or with a total exceeding one hundred percent (100%) will not be activated.

‍NINTH.— REVIEW AND ACCEPTANCE OF THE CATALOG.

UMW Song Assets may:

  • accept a Work;
  • request a correction;
  • request agreements;
  • exclude a Work;
  • limit a Territory or Right;
  • reject a Work because of a conflict, lack of an available route, or technical impossibility.

Review does not certify authorship. UMW Song Assets will communicate the general reason when reasonably possible.

‍TENTH.— AVAILABLE SERVICES.

Only to the extent selected, UMW Song Assets may:

  • prepare and correct Work data;
  • submit registrations;
  • associate recordings with Works;
  • administer public performance rights;
  • administer mechanical rights;
  • claim unidentified revenue when a sufficient basis exists;
  • update splits;
  • respond to conflicts;
  • grant authorized licenses;
  • issue statements;
  • collect and pay revenue;
  • coordinate with Societies, Mechanical Agencies, and Subadministrators.

Not every Service is available in every Territory.

‍ELEVENTH.— BMI, ASCAP, SAYCE, AND SGAE.

UMW Song Assets administers and collects, directly or through enabled routes, public performance royalties and other publishing revenue originating from BMI, ASCAP, SAYCE, SGAE, and other national or international Societies, according to the mandate granted for each Work.

The Publishing Order must identify:

  • the Society;
  • the affiliation or Account;
  • the function;
  • the Territory;
  • the ownership interest;
  • whether the writer’s share is paid directly.

UMW Song Assets will not change an author’s personal Society affiliation without:

  • authorization;
  • satisfaction of the Society’s requirements.

‍TWELFTH.— THE MLC AND HFA.

UMW Song Assets administers and collects, directly or through enabled routes, mechanical royalties and other publishing revenue originating from The MLC, HFA, and other authorized Mechanical Agencies or sources, according to the repertoire, Territory, and uses included in each mandate.

Annex B will identify:

  • the route;
  • type of use;
  • Account or identifier;
  • ownership interest;
  • period;
  • Commission or pass-through charge;
  • whether UMW Song Assets or a Subadministrator acts.

Reference to a route does not guarantee eligibility or automatic registration.

‍THIRTEENTH.— NATIONAL AND INTERNATIONAL COLLECTION NETWORK.

UMW Song Assets may administer, register, claim, reconcile, and collect publishing royalties through:

  • BMI;
  • ASCAP;
  • SAYCE;
  • SGAE;
  • The MLC;
  • HFA;
  • Societies;
  • Mechanical Agencies;
  • collective management organizations;
  • public performance rights organizations;
  • Subadministrators;
  • other entities, Platforms, or rights sources available in the applicable Territory.

The route applicable to each Work is determined according to:

  • the Administered Interest;
  • the Administered Rights;
  • the Territory;
  • the affiliation and registration status of each author or Rights Holder;
  • the repertoire accepted by each entity;
  • the type of exploitation;
  • the operational availability of the source;
  • the mandatory rules of the relevant entity.

UMW Song Assets may add, replace, or supplement a route when necessary to improve administration or collection, provided that it does not expand the Administered Interest, Administered Rights, or Territory without the Rights Holder’s acceptance.

The inclusion of an entity or route does not guarantee that:

  • a Work will generate royalties;
  • a third party will accept a registration;
  • unclaimed revenue exists;
  • every source will report within the same period.

13.1. CONFIDENTIALITY OF RELATIONSHIPS AND ROUTES.

The public description of collection routes does not require UMW Song Assets to disclose confidential or restricted contractual, corporate, technical, commercial, or operational documentation. UMW Song Assets will provide the Rights Holder with the information applicable to its Works, registrations, sources, statements, deductions, and payments, without disclosing:

  • trade secrets;
  • data belonging to other Clients;
  • third-party protected information.

This confidentiality does not limit:

  • a legal obligation;
  • an order from a competent authority;
  • the audit right recognized under this Agreement.

‍FOURTEENTH.— ACCURACY OF SPLITS.

UMW Song Assets will register only a supported percentage.

When:

  • splits exceed one hundred percent (100%);
  • two agreements conflict;
  • a Society identifies another publisher;
  • a third party submits a claim;

UMW Song Assets may pause the registration or segregate the revenue associated with that Work. UMW Song Assets does not decide complex disputes.

It may require:

  • joint instructions;
  • correction of a registration;
  • a decision from a competent authority.

‍FIFTEENTH.— SYNCHRONIZATION.

UMW Song Assets will not grant a synchronization license without the Client’s prior written approval concerning:

  • the Work;
  • the production;
  • the final customer;
  • the scene or use;
  • media;
  • Territory;
  • term;
  • exclusivity;
  • editing;
  • credit;
  • fee;
  • sensitive conditions.

Prior authorization may exist only when Annex B objectively defines:

  • the applicable limits;
  • the minimum price.

Use of the master recording requires separate authorization from its Rights Holder.

‍SIXTEENTH.— COMMISSION AND DEDUCTIONS.

The standard Commission is ten percent (10%) of Net Publishing Revenue. The Client receives ninety percent (90%) of that Net Publishing Revenue, distributed according to its Administered Interest.

The only Permitted Deductions before calculating the Commission are:

  1. a tax or withholding applied to the revenue;
  2. a Society, Mechanical Agency, or Subadministrator fee identified in Annex B;
  3. an approved specific licensing or registration cost;
  4. a refund or adjustment relating to the same source and Work;
  5. currency conversion actually applied;
  6. an ownership interest that UMW Song Assets must pay directly to another Rights Holder under valid instructions.

The following will not be deducted:

  • payroll;
  • general overhead;
  • unauthorized marketing;
  • future legal advice;
  • estimated damages;
  • internal auditing;
  • a loss associated with another Work;
  • an undisclosed cost.

Each deduction will be separately identified in the statement.

‍SEVENTEENTH.— WRITER’S SHARE PAID DIRECTLY.

Unless the Publishing Order authorizes another structure and UMW actually receives the funds, when a Society pays the writer’s share directly to the author, that amount:

  • is not considered received by UMW Song Assets;
  • is not included in the statement as revenue collected;
  • does not generate a Commission.

‍EIGHTEENTH.— SEMIANNUAL STATEMENTS.

The ordinary accounting periods end on:

  • June 30;
  • December 31.

UMW Song Assets will issue the statement within ninety (90) days after the applicable period ends, subject to receipt and reconciliation of source reports. When permitted by the source, the statement must include:

  • Work;
  • period;
  • source;
  • country;
  • type of Right;
  • original currency;
  • Gross Revenue Received;
  • Permitted Deduction;
  • Net Publishing Revenue;
  • ten percent (10%) Commission;
  • Client Share;
  • reserve;
  • payment;
  • balance.

A late report will be identified and included in a supplementary or subsequent statement.

‍NINETEENTH.— PAYMENT THRESHOLD AND PAYMENT.

The standard payment threshold is fifty United States dollars (USD 50). When the Available Balance reaches the threshold and the Client has complete:

  • identity information;
  • tax information;
  • payment method information;

UMW Song Assets will pay the amount with the statement or during the identified payment cycle.

A balance below fifty United States dollars (USD 50):

  • accumulates;
  • does not expire.

UMW Song Assets will pay such balance at least once each year and during final settlement, even when it does not reach fifty United States dollars (USD 50), less the actual previously disclosed payment-method fee.

‍TWENTIETH.— PAYMENT RECEIVED DIRECTLY BY THE CLIENT.

When the Client directly receives an amount attributable to the Administered Rights, other than a writer’s share paid directly by a Society, the Client will:

  1. notify UMW Song Assets within fifteen (15) Business Days;
  2. provide the applicable statement;
  3. prevent duplicate collection;
  4. pay only the Commission on the attributable Net Revenue, unless the source provides different instructions.

UMW Song Assets will reflect the Transaction in its records.

‍TWENTY-FIRST.— RESERVES.

An Internal Reserve must identify:

  • the Work;
  • the ownership interest;
  • the source;
  • the period;
  • the amount;
  • the reason;
  • the information required;
  • the next review date.

An Internal Reserve will be reviewed at least every thirty (30) days and will not become revenue of UMW Song Assets because of inactivity. A hold imposed by a Society will be identified as an External Hold.

‍TWENTY-SECOND.— OBJECTIONS TO STATEMENTS.

The Client has twelve (12) months from the date of the statement to submit a detailed objection, without prejudice to any longer applicable legal period.

The objection must identify:

  • the Work;
  • period;
  • source;
  • statement line;
  • amount.

UMW Song Assets will review its records and request correction from the source when appropriate.

A confirmed error will be corrected regardless of its amount.

‍TWENTY-THIRD.— AUDIT.

Once per year, upon thirty (30) days’ prior notice, the Client or an independent auditor subject to confidentiality may review records directly related to the Client’s statements for the preceding three (3) years.

The auditor may not access:

  • data belonging to other Clients;
  • trade secrets that are not necessary for the review.

The Client pays the audit costs.

When the audit confirms an underpayment of at least ten percent (10%) for the applicable period, UMW Song Assets will pay:

  • the difference;
  • applicable statutory interest;
  • reasonable audit costs.

Any smaller discrepancy will also be corrected.

‍TWENTY-FOURTH.— INITIAL PERIOD.

The standard Administration Period is twelve (12) months beginning on the effective date.

A different period must be prominently identified in the Publishing Order.

‍TWENTY-FIFTH.— RENEWAL.

Automatic renewal exists only when the Publishing Order expressly provides for it.

UMW Song Assets will send notice at least thirty (30) days before renewal identifying:

  • the renewal date;
  • the new period;
  • the Commission;
  • changes;
  • active Works;
  • the procedure for declining renewal.

When the notice is not provided, the Client may cancel the renewal without penalty within thirty (30) days after becoming aware of it.

‍TWENTY-SIXTH.— TERMINATION FOR BREACH.

A Party may terminate this Agreement for a material breach that remains uncured for thirty (30) days after specific notice.

Immediate termination may occur because of:

  • actual lack of ownership;
  • a false document;
  • an unauthorized publishing license;
  • misappropriation of funds;
  • intentional infringement;
  • serious fraud;
  • an order from a competent authority.

When the issue does not affect the entire catalog, the measure will be limited to the affected Work.

‍TWENTY-SEVENTH.— TERMINATION FOR CONVENIENCE.

The Client may request termination upon thirty (30) days’ notice.Services already performed and approved external costs are not refunded. Future Services that have not been provided will not be charged. No termination fee applies unless it is prominently identified and justified in Annex B.

‍TWENTY-EIGHTH.— EFFECTS OF TERMINATION.

UMW Song Assets will:

  • stop granting new licenses;
  • request removal or transfer of registrations;
  • provide reasonably available information;
  • continue to segregate disputed funds;
  • issue late statements;
  • pay the final balance.

Transfer depends on the procedures of each Society or route.

‍TWENTY-NINTH.— SETTLEMENT PERIOD.

The standard post-termination Settlement Period is twelve (12) months.

During that period, UMW Song Assets may:

  • receive late reports;
  • collect revenue generated during the Administration Period;
  • retain records solely for closing purposes;
  • correct conflicts;
  • issue statements;
  • make payments.

The Settlement Period does not authorize new licenses or new exploitations. A license validly granted during the Administration Period remains subject to the Commission even when the associated revenue is received later.

‍THIRTIETH.— CLIENT REPRESENTATIONS.

The Client represents that:

  • the Client is an adult or valid legal entity;
  • the Client controls the Administered Interest;
  • the submitted data and splits are accurate;
  • no incompatible exclusive arrangement exists;
  • the Client disclosed samples, adaptations, and disputes;
  • the Client has authorization from co-authors when signing for them;
  • the Client will comply with applicable tax obligations;
  • the Client will communicate any material change.

‍THIRTY-FIRST.— UMW SONG ASSETS COMMITMENTS.

UMW Song Assets will:

  • act within the granted mandate;
  • not register a percentage greater than the percentage entrusted;
  • maintain records;
  • keep master recordings and compositions separate;
  • account for revenue;
  • correct confirmed errors;
  • protect personal data;
  • not grant synchronization rights outside the applicable authorization;
  • not present a collection route as universal coverage.

UMW Song Assets does not guarantee the results of a Society it does not control.

‍THIRTY-SECOND.— CLAIMS AND INDEMNIFICATION.

The Client is responsible for claims caused by:

  • false information;
  • lack of ownership;
  • lack of authorization.

UMW Song Assets is correspondingly responsible for:

  • licenses granted outside the mandate;
  • misappropriation;
  • its own breach;
  • its own unlawful acts.

The affected Party will:

  • provide notice;
  • permit reasonable participation;
  • mitigate the loss.

A Party will not accept a settlement imposing liability on the other Party without that Party’s consent, except when legally required.

‍THIRTY-THIRD.— LIABILITY.

UMW Song Assets is not liable for:

  • hypothetical revenue;
  • a synchronization opportunity that was not completed;
  • an independent decision by a Society.

In B2B relationships and to the extent permitted by law, liability for direct damages is limited to the greater of:

  • the Commission charged to the Client during the preceding twelve (12) months;
  • one thousand United States dollars (USD 1,000).

The limitation does not apply to:

  • fraud;
  • willful misconduct;
  • gross negligence;
  • misappropriation;
  • a confirmed payment obligation;
  • a matter that cannot legally be limited.

‍THIRTY-FOURTH.— CONFIDENTIALITY.

The following are confidential:

  • agreements;
  • non-public splits;
  • tax information;
  • reports;
  • credentials;
  • negotiated terms.

Confidential Information does not include information that:

  • is publicly available;
  • was lawfully received from another source;
  • was independently developed;
  • must be disclosed under an order from a competent authority.

Credits and Metadata intended for registrations are not confidential to the extent necessary for administration.

‍ MANDATORY PUBLISHING ORDER.

42.1. A. PARTIES.

The Publishing Order must identify:

  • the Client’s legal name;
  • identification document or registration;
  • address;
  • email address;
  • capacity;
  • representative;
  • the legal operator of UMW Song Assets;
  • effective date.

42.2. B. ANNEX A — CATALOG.

For each Work, Annex A must identify:

  • title;
  • authors;
  • IPI or CAE;
  • Society;
  • total splits;
  • Client’s ownership interest;
  • Administered Interest;
  • existing publishers;
  • ISWC;
  • related ISRCs;
  • Right and Territory;
  • exclusions;
  • conflict;
  • supporting documentation;
  • date of addition.

42.3. C. ANNEX B — TERMS.

Annex B must identify:

  • Administered Rights;
  • Territory;
  • initial term;
  • renewal;
  • Settlement Period;
  • ten percent (10%) Commission or another prominently disclosed percentage;
  • Permitted Deductions;
  • fifty United States dollar (USD 50) threshold or a more favorable threshold;
  • semiannual statements or a more frequent schedule;
  • payment method;
  • synchronization rights and minimum price;
  • BMI, ASCAP, SAYCE, SGAE, The MLC, HFA, or another route;
  • Account or identifier;
  • function and Territory of each route;
  • Subadministrator;
  • cost;
  • initial fee;
  • audit;
  • separate arbitration clause, when agreed.

42.4. D. ACCEPTANCE.

I confirm that the Publishing Order, Annexes A and B, and this Agreement accurately identify the Works, authors, splits, ownership interests, rights, Territories, routes, term, Commission, deductions, and authorizations. I have received a copy and agree to be legally bound.

Acceptance by both UMW Song Assets and the Client is required.

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