Songwriter Administration Agreement

SONGWRITER ADMINISTRATION AGREEMENT (v2.0 — DRAFT, pending attorney review)

1. PARTIES. This Agreement is between Evil Industry LLC, a North Carolina limited liability company, together with its ASCAP publishing designee Rebel Riffs Publishing, which is owned and managed by Evil Industry LLC (together, "Evil Industry" or "EI"), and the person who accepts it in the portal ("Writer"). EI registers BMI-affiliated works through Evil Industry LLC and ASCAP-affiliated works through Rebel Riffs Publishing. Writer must be at least 18 years old. Writer accepts by typing their legal name and checking the acceptance box. EI records the date, time, version, IP address and a fingerprint of the exact text accepted.
A person may create a portal account without accepting this Agreement. Until they accept it:
- they cannot submit Works for registration, and EI does not register, collect, claim or license anything on their behalf;
- no fees apply, no Schedule A exists, and EI has no rights in any of their songs;
- they may use only the limited portal features EI makes available to non-administered accounts, such as community, demos, the sync briefs board and resources.
They may accept this Agreement at any time from their account, and it applies from the date they accept. Every account, administered or not, is covered by the Portal Terms of Use and Privacy Notice accepted at account creation.

2. DEFINITIONS.
- Work: a musical composition Writer registers through the portal and EI approves.
- Writer's Share: Writer's percentage of a Work, as shown on Schedule A.
- Schedule A: the running list of Writer's Works, shares and fee rates, kept in Writer's portal and updated with each approved registration.
- Publishing Income: money EI actually receives for the Writer's Share. This includes mechanical royalties, the publisher share of performance royalties, international royalties received through sub-publishers or foreign societies, and other publishing income listed in section 6.
- Approval Date: the date EI approves a Work for registration.
- Withdrawal Date: the date EI files the society withdrawal for a Work under section 9.

3. GRANT OF ADMINISTRATION RIGHTS. For each Work, from its Approval Date until its Withdrawal Date, Writer grants EI the exclusive right, worldwide, to:
(1) Register the Writer's Share with performing rights organizations (BMI and ASCAP, including through MusicMark), The MLC, HFA and foreign societies, directly or through EI's sub-publishers.
(2) Collect Publishing Income, including income earned before the Approval Date that is still unclaimed or held by a society.
(3) Audit, claim, dispute and correct registrations and statements.
(4) Issue mechanical licenses on standard statutory or society terms for Works that have already been commercially released.
(5) Sign registrations, letters of direction and claim forms in Writer's name, as Writer's limited attorney-in-fact for these purposes only.
Writer will not grant these rights for a Work to anyone else while EI administers it.
Registered shares. EI's registered publisher interest in a Work is the Schedule A fee rate applied to Writer's whole interest in that Work (writer and publisher shares together); it is not a percentage of the publisher share alone. Example: a Work Writer wrote alone, at the 15% rate, is registered as Writer 85% and EI 15%; a Work Writer co-wrote 50/50, at the 15% rate, is registered as Writer 42.5% and EI 7.5%, and the co-writer's half is untouched. Performance income (BMI, ASCAP): the society pays EI's registered share directly to EI, and that payment is EI's whole fee on that income stream; the society pays the rest of Writer's interest directly to Writer. Mechanical income (The MLC, HFA) and international income (sub-publishers such as ROBA and Steam, and foreign societies): EI is registered as the collecting administrator for 100% of the Writer's Share, collects it, deducts the Schedule A fee rate on the statement, and pays Writer the rest. Writer may not change the publisher share on a registration. EI may correct any registration that does not match Schedule A.

4. WHAT EI DOES NOT DO. EI does not own Writer's songs; copyright stays with Writer. EI does not pay advances. EI does not license a Work for synchronization (film, TV, ads, games) or any other negotiated use without Writer's approval for that specific use. EI does not control Writer's creative choices, releases or recordings. EI administers only the Writer's Share; co-writers who are not EI clients keep their own arrangements.
Without Writer's approval for each specific use (email is enough), EI does not:
- license the first recording or release of a Work;
- approve adaptations, translations, lyric changes or remixes that change the composition;
- license a Work to be sampled or interpolated in another work;
- license lyrics, titles or the Work itself for merchandise or print;
- license dramatic or grand rights (stage, dance, theatrical).

5. NAME AND LIKENESS. While EI administers any of Writer's Works, Writer lets EI use Writer's name, approved photos and bio, on a non-exclusive basis, to identify Writer as an EI client and to promote and pitch Writer's Works, including on EI's website, in social media and in sync and licensing pitches. EI will not use them for third-party endorsements, merchandise or advertising of other products without Writer's separate approval. Writer may supply or update the photos and bio in the portal. After Writer's last Work is withdrawn, EI stops making new uses but does not have to remove past posts or published materials.

6. FEES.
- Writer resident in the United States: 15% of Publishing Income.
- Writer resident outside the United States (Europe and Australia only, for now): 30% of Publishing Income.
- Any Work with a rate on its Schedule A row: the Schedule A rate, for that Work.
- The writer share of performance royalties is paid by BMI/ASCAP directly to Writer. EI takes no fee on it.
- The fee applies to Publishing Income EI actually receives, after any deductions by societies and sub-publishers.
- Sync and negotiated licenses Writer approves: 35% of the license fee for placements EI sources.
- Infringement and unpaid-use claims EI pursues with Writer's written approval: costs and recovery split agreed in writing per claim.
- A lower rate on Schedule A stays in place for as long as EI administers that Work.
- EI may raise its standard fee only by a new version of this Agreement (section 17). A raise never applies to a Work without Writer's acceptance.

7. STATEMENTS AND PAYMENT.
- EI posts statements in the portal at least twice and no more than four times a year, within [45] days after the period ends. Each statement shows the source, gross amount, fee and net amount, down to the usage line where the society provides it.
- Writer may withdraw a positive balance once it reaches [$25]. Payment is by PayPal or wire. Writer pays any transfer fees charged by those services.
- Statements are binding unless Writer objects in writing within [2] years of the posting date.
- Writer may audit EI's books for their Works once a year, on 30 days' written notice, at Writer's cost. If the audit finds an underpayment of more than [10%] for the audited period, EI pays the reasonable audit cost.
- EI may deduct later society or sub-publisher adjustments, chargebacks and overpayments from future earnings. Each deduction is itemized on the statement.

8. TAXES. Writer must provide a W-9 (US) or W-8BEN (non-US) before any payout; payouts are held until a valid form is on file. EI files 1099 forms as required and withholds tax where the law requires. Writer is responsible for their own taxes on amounts paid.

9. TERM AND WITHDRAWAL. This Agreement starts when Writer accepts it. It continues until every Work has been withdrawn and Writer closes the account, or until it is ended under 9.4.
9.1 Minimum hold. Each Work stays under EI administration for at least 90 days after its Approval Date.
9.2 Withdrawing a Work. Writer may request withdrawal of any Work at any time, in the portal or by email. EI files the withdrawal with the societies (a CWR revision removing EI's interest, or a letter of direction) on or before the later of (a) 90 days after the Approval Date or (b) 90 days after EI receives the request. The date EI files is the Withdrawal Date, and EI tells Writer that date by email. Societies set their own processing times after that, which EI does not control.
9.3 Closing the account. Writer may close the account by requesting withdrawal of all Works under 9.2. Each Work follows its own timeline.
9.4 Termination by EI. EI may end this Agreement, or remove any Work, on 30 days' email notice for any reason. EI may do so immediately if Writer breaches section 11. Removal follows the same withdrawal steps.
Example: a song is approved January 1. If Writer asks to withdraw on January 15, EI files by April 15. If Writer asks on June 1, EI files by August 30.

10. AFTER WITHDRAWAL.
- EI keeps collecting Publishing Income earned on or before the Withdrawal Date for up to 3 years after it, at the Schedule A fee rate.
- EI has no claim on income earned after the Withdrawal Date.
- EI keeps paying Writer's share of post-term collections on the normal statement schedule.
- Writer's balance, statements and Documents stay available for at least the 3-year collection period.

11. WRITER'S PROMISES. For each Work, Writer promises that:
(1) Writer co-wrote it and owns the Writer's Share, or controls it and has the right to grant this administration.
(2) It contains original human authorship. AI-assisted Works are accepted when Writer discloses the assistance; fully AI-generated Works are not accepted.
(3) The writers, shares and publishers entered are accurate and complete, and co-writers are named.
(4) No other publisher or administrator holds conflicting rights to the Writer's Share, and Writer has disclosed any prior release or prior administration.
(5) The Work does not infringe anyone else's rights and contains no uncleared samples or interpolations.
If any promise turns out to be untrue, EI may hold the Work out of registration, withdraw it, and reverse or withhold income tied to the problem until it is resolved.

12. CO-WRITERS AND SPLITS. The portal split sheet is the record of shares; every listed party signs electronically, and outside parties may sign on paper. Shares must total exactly 100%. If a co-writer disputes a split, EI may pause registration and hold the disputed income until the parties agree in writing or a court decides. Bands and LLCs may name one payee for a Work; each member still makes the promises in section 11.

13. INDEMNITY AND LIMITS. Writer will cover EI's losses, including reasonable attorney fees, from third-party claims that arise from a breach of section 11. EI is not liable for society, sub-publisher or platform errors, delays or non-payment, but will use reasonable efforts to correct them. EI's total liability to Writer is limited to the fees EI earned from Writer's Works in the 12 months before the claim.

14. PRIVACY. The Privacy Notice in the Portal Terms of Use, which Writer accepted at account creation, applies to this Agreement and is part of it. In addition, for administered accounts EI collects PRO and IPI details, payment details and tax forms, and the IP address and device information logged at acceptance, and uses them to register Works, collect and pay royalties, meet tax law, and prove what Writer agreed to. Tax forms are stored in a protected vault, and no SSNs are kept in the database. Other writers never see Writer's income or personal details. Records are kept for the life of this Agreement, plus the post-term collection period and any period tax law requires.

15. COMMUNITY FEATURES. The community rules in the Portal Terms of Use apply to every account and are part of this Agreement. Sharing a song in the community does not register it; only an approved registration adds a Work to Schedule A.

16. ELECTRONIC SIGNATURE AND DELIVERY. Writer agrees to sign this Agreement electronically. Typing their name and checking the box is Writer's signature, with the same effect as a handwritten one. Writer agrees to receive the Agreement, statements, tax documents and notices electronically. Writer can download the accepted version at any time from the Documents tab, or request a copy by email. Writer has had the chance to review this Agreement with a lawyer of Writer's choosing before accepting it, and either did so or chose not to.

17. CHANGES TO THIS AGREEMENT. EI may publish a new version and notify Writer by email and at next login. A new version applies only after Writer accepts it. Until then, Writer's Works stay under the version Writer last accepted. If Writer does not accept, Writer may withdraw under section 9.

18. LAW AND DISPUTES. North Carolina law governs this Agreement. Disputes go to the state courts of Onslow County, North Carolina. Either side may use small claims court for claims within its limits. [ATTORNEY: class-action waiver and jury waiver, yes or no.]

19. GENERAL.
- Notices go to the email address on file. Account, payout and tax emails cannot be turned off.
- Assignment. EI may assign this Agreement to an affiliate or to a successor that acquires EI's catalog or business; Writer's rights carry over unchanged. Writer may not assign it without EI's consent, except to name a payee.
- Relationship. EI is an administrator. This is not a partnership, employment or co-publishing deal.
- Entire agreement. This Agreement, Schedule A, the Portal Terms of Use and Privacy Notice, and any written side letter signed by both parties are the whole deal. A signed side letter controls where it conflicts.
- Severability. If a court strikes any part, the rest stays in force.
- Survival. Sections 7, 8, 10, 11, 13 and 18 survive withdrawal and termination.

Fingerprint (SHA-256): b62c3232ec9fc190eecca121fd290e6c967988ab17cf4531fa2e208449f38385