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THIS AGREEMENT (this "Agreement") is dated [ ]

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

Party B: (Name appearing on ID Card: [__________•]) (Pseudonym:[ __________ •])


ID Card Number:
ID Card Type:
Address:
Contact Telephone:
Email:

User ID on Party A's Web Channel(s) (as defined below):

(each a "Party", together the "Parties").

THE PARTIES AGREE AS FOLLOWS

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 Competitors Refers to companies, enterprises, economic organizations,


and affiliated enterprises, engaged in the creation of
literary works, the online reading business of network
novels and published books, the publication and operation
of literary works, agent of copyrights,sale of copyrights
(including but not limited to publishing houses, book
companies, copyright agents, and online reading websites,
etc.) and websites, forums, and mobile terminal products of
foregoing companies, enterprises, economic organizations
and affiliated enterprises.

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.

2. Subject Matter of the Agreement


2.1 The subject matter of this Agreement is the literary work created by Party B listed in Work
List (hereinafter referred to as the "Work").
2.2 Delivery of the Work
Party B shall deliver the Work for the first time to Party A on or before [___]. If Party A
proposes any revisions to the Work, Party B shall consider Party A's suggestions in good
faith and make corresponding revisions.
Only after the Work has been reviewed and approved by Party A can Party B be deemed
as completing the first delivery of the Work, which must be delivered in accordance with
the the Work reviewed and approved by Party A.
2.3 Word Schedule and Release
The targeted timetable of the Work shall be agreed by the Parties [via email/in writing].
Party B undertakes that it shall deliver the Work in accordance with the targeted timeline.
Party B will publish and distribute the Work by means of digital communication via the
distribution channels as agreed by the Parties.
2.4 If, during the term of this Agreement, Party B fails to meet the acceptance requirements
under this Agreement, unless otherwise agreed by the Parties in writing, the term of this
Agreement shall be extended to the date on which Party B has delivered completed the
Work that meets all acceptance requirements under this Agreement.

3. Licensed Content and Period of Licensing


3.1 In consideration of the undertakings of Party A contained in this Agreement and subject to
the payment by Party A of the remuneration to Party B pursuant to Clause 6, Party B hereby
grants to Party A and its Affiliates, and Party A and its Affiliates accept, a worldwide,
exclusive, perpetual, irrevocable, sublicensable license of the entire copyright subsisting in
the Work, including, without limitation:
(i) the Distribution Rights; together with
any and all intellectual property rights in and to the Works for any purpose, including,
without limitation, for promotion, marketing, sales and any other forms of commercial or
economic exploitation and such materials created, developed, published or republished by
Party A and its Affiliates in performance of this Agreement.
The Parties further acknowledge and confirm that the license granted to Party A under this
Agreement shall include the Distribution Rights. To clarify, any chapter of the Work(s)
listed in Work List should be published on Party A's Web Channel(s) and shall not
published on Other Digital Channel(s)
3.2 Party A shall use commercially reasonable endeavours to promote and market the Work.
With a view to better implement promotional strategies and improve sales via digital
communication channels, Party B agrees that Party A, or other third parties commissioned
by Party A, may produce covers, illustrations, and the like for the Work (based on, but not
limited to, the characters, scenes, storyline, and items of the Work), add text-to-speech
functions to the Work or produce promotional videos for the Work.
3.3 The term of the license granted in Clause 3.1 shall be from the date of signing of this
Agreement until the last date in which the protection period for all copyrights in the Work
has expired.
3.4 For the avoidance of doubt, any reference in this Clause 3 to any rights granted by Party B
to Party A for the publication of the Work includes not only publication of the Work itself,
but also previous versions of the Work;

4. Party B's Warranties and Representations


4.1 Party B warrants and represents that:
4.1.1 the Work is original and created independently without the assistance of any other
parties;
4.1.2 Party B has not plagiarized any third-party works and the contents of the Work do
not infringe upon the rights and interests of any third party (including but not limited
to any third-party copyrights and any other intellectual property rights, reputation
rights, name rights, portrait rights or other relevant rights and interests as prescribed
under the applicable laws);
4.1.3 Party B is not, and has not been, involved in any legal disputes concerning
intellectual property rights;
4.1.4 the rights granted to Party A under this Agreement are free from any encumbrances,
including but not limited to any security interests, options, mortgages, charges, or
liens in favour of third parties; and
4.1.5 the Work does not violate any laws or regulations of the applicable laws.
4.2 Party B shall not provide any money, gifts, or other tangible or intangible benefits to the
editors, employees and/or family members of any staff of Party A or Party A's Affiliates
that have actual or potential business relationships with Party B.
4.3 Party B is not, and has not been, involved in any legal disputes concerning intellectual
property rights;

5. Rights and Obligations of the Parties


5.1 On or after the date of this Agreement, Party A has the right to, depending on the sales of
the Work, promote the Work on Party A's Web Channel(s) to help raise the reputation of
Party B and the Work. Party A has the right to use Party B's portrait, name, alias,
pseudonyms together with the characters, plots, props, backgrounds, and other necessary
information at no cost for the purposes of promotion and marketing as stated in this Clause
5.1. Party B further authorizes Party A to use the content of the Work for the purpose of
promotion and marketing at no cost via various channels, with a view to raise the profile
of Party B and the Work.
5.2 Party A may, during the term of this Agreement, require that Party B make reasonable
revisions in good faith to the Work.
5.3 Party A may freely deal with the Work on Party A's Web Channel(s), and Party A may
offer special promotions in respect of the Work from time to time, including but not limited
to free offers for a limited period, discounted sales, issuance of complimentary tokens, and
various other marketing and/or promotional events related to the Work.
5.4 Party A, or parties commissioned by Party A, may produce covers, illustrations, and the
like for the Work (based on, but not limited to, the characters, scenes, storyline, and props
described in the Work), add text-to-speech features for the Work, and produce promotional
videos for the Work.
5.5 During the term of this Agreement, if the Work and other works created by Party B as
assigned or licensed to Party A are faced with any infringement challenges taken by third
parties, Party A has the right to, in the name of Party A, take actions to defend and safeguard
its legal rights, including but not limited to lodging administrative complaints and
commencing litigation and/or arbitral proceedings as appropriate, and Party B shall provide
necessary assistance in connection therewith. In respect of any compensation and all
monetary rewards ultimately obtained by Party A through taking foregoing actions, Party
A and Party B agree and acknowledge that such compensation and monetary rewards shall
solely belong to Party A.
5.6 Party B shall take all necessary actions to cooperate with Party A in promoting the Work
through various means. Party A has the right to, through Party A's Web Channel(s) and/or
Party A's business partners, make use of Party B's portrait and elements of the Work for
arranging commercial promotions and marketing events for Party B and the Work,
including promotion of Party A's brand, Party A's platform, and Party A's software. Party
B shall cooperate and participate in any offline and online promotional events organized
by Party A (including but not limited to book signings, meet and greets, press releases,
etc.), and provide its promotional materials for such purpose as may be required by Party
A. To clarify, subject to the expense standard for travel negotiated by the Parties in written
form, the travel expenses arising from such commercial promotions shall be borne by Party
A.
5.7 License to Translated Works.
Party B hereby grants to Party A right and license to use original works of authorship
(which may include literary works and graphic novels) that Party B owns or has right to
license (each such work, as applicable as “Work”, and collectively, the “Works”) in
connection with Party A’s translation of the Works and publication of the Translated Works
as set forth in this Agreement.

6. Party B's Remuneration


6.1 Share of Single Work Income
Party B shall obtain a share equivalent to [50] percent of the Single Work Income.
Single Work Income shall be calculated based on the Net Income derived from donation
and gifts revenues for the chapters of the Work published on Party A's Web Channels, paid
for by members of Party A's Web Channels minus distribution channel costs, operating
costs and other costs, as below.
That is:
Single Work Income = (revenue from donation and gifts on Party A's Web Channels —
distribution channel costs, operating costs and other costs)
Party B’s Share of Single Work Income = Single Work Income * [50] percent.
Party A and Party B agree and acknowledge that the Single Work Income is calculated
based on Party A's statistical data, and Party B may raise queries on and verify such data
through the relevant information available on Party A's Website.
6.2 Share of proceeds from the Work other than those prescribed in Clause 6.3 of this
Agreement
Regarding the income derived from: (i) the proceeds of the Work on Party A's Web
Channel(s) through marketing and/or promotional activities; and (ii) the proceeds of
Distribution Rights of the Work through Other Digital Channel(s), Party A shall allocate
[50 per cent.] of the respective Net Income to Party B.
All remuneration described in this Clause 6 represent the full and sufficient consideration
relating to the creation of and the licence granted to Party A in respect of the Work, and
other rights as stipulated in Clauses 2, 3 and 5 of this Agreement. Party A shall not be
required to pay any other fees to Party B for using or otherwise dealing with the Work in
accordance with the scope of this Agreement.

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.

9. Breach and Termination


9.1 If Party B acts in breach of the provisions of this Agreement by delaying to submit the
Work, Party A may send a reminder to Party B (by way of delivery via courier or email or
any other means). If the Work delivered by Party B does not meet Party A's requirements,
at the request of Party A, Party B shall make revisions or additions to the Work in
accordance with Clause 2.2 above. If Party B is still unable to deliver a Work after three
reminders or is still unable to meet Party A's web Channel(s) publishing requirements after
three revisions or additions, Party A has the right to choose to immediately suspend or
terminate this Agreement, and Party B shall compensate Party A for all losses suffered in
that connection, including but not limited to additional expenses incurred by Party A such
as notary fees, attorney fees, accreditation fees, litigation fees, and travel fees.
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 【100】% 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 【100】% 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 【100】% 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).
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 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:

Signing Representative: Party B's Pseudonym:


Date: Date:
1. Information Form regarding Contracted Author of
[A&D ENTERTAINMENT]

Full Name Pseudonym Gender

Work Date of Birth

Address Postal
Code

ID Card Type Home


Phone
Number

(Legal personal ID
such as passport,
driver's license, ID
card, etc.)

Mobile Phone Whatsapp/


Line
(Include country
code)

Email

Emergency Contact Contact


method of
Emergeny
Contact

Payment Method Account Name:

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

I, __________ (Pseudonym: __________, ID card number: __________) am the author of


__________ (hereinafter referred to as: the "Work") and own the copyright to the Work.
I hereby grant a full, Exclusive License for the exclusive use of global copyright and intellectual
property rights to the Work to operating company [A&D Entertainment] website. The licensing
period shall be from the date of this power of attorney until the expiration of the protection period
for the copyrights and intellectual property rights to the Work. Without the written authorization
of [A&D Entertainment], no one (including myself) shall exercise the foregoing rights to the Work.
In summary, [A&D Entertainment] is now licensed to handle all matters related to the negotiation,
disposal, and recovery of the foregoing rights to the Work. [A&D Entertainment] may take such
approaches or measures that it deems reasonable to handle the foregoing matters and has the
authority to transfer such authorization to other parties, to which I acknowledge that I shall raise
no objections.
This statement has been hereby given.

Licensor (Signature):

Date:
3. Work List

Name of Works:

Writer (Signature): __________ (Pseudonym: __________)


4. Share of Single Work Income Account Confirmation

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

I, ___________, pseudonym: ___________, (ID card number: ___________) am the author of


___________ (other names used for this book: ___________), and I signed the Literary Works
Exclusive License Agreement (hereinafter referred to as the "Original Agreement") with A&D
Entertainment on [ ].
Following amicable consultations, the Parties hereby confirm that the original book name of
___________ shall be changed to ___________.
I, by way of this declaration, hereby officially agree to and acknowledge that the book by the
name of ___________ in the Original Agreement shall be changed to ___________. This
change shall only be a change to the name of the book and shall not affect the provisions on any
other rights or obligations under the Original Agreement.

This declaration has been hereby given.

Declarant:

Date:

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