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BETWEEN:
Party A: A&D Entertainment PTE LTD
Address: 20 Tg Pagar Rd, Singapore 088443
Contact Telephone: 813-5866-8950
Email: contact@andtertainment.com
and
1. Definitions
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), 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.
6.3 Share of proceeds from the electronic sales other than those prescribed in Clause 6.2
of this Agreement
Regarding the income derived from: (i) the sale of the Work on Party A's Web Channels
through marketing and/or promotional activities (including, but not limited to, time-limited
free sales, discounted sales, complimentary tokens issuance and various promotion sales);
and (ii) the sale of Internet Rights of the Work through Other Digital Channels, Party A
shall allocate [50 per cent.] of the respective Net Income to Party B.
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.
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 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:
Address Postal
Code
(Legal personal ID
such as passport,
driver's license, ID
card, etc.)
Account Number:
Swift Code:
Bank Name:
Branch Name:
Address:
Copy of ID Card Please submit a copy of your most recent Photo ID and send together with
the Agreement to contact@andtertainment.com
2. Power of Attorney
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: