1994.04.DD - Co-Administration Agreement

CO-ADMINISTRATION AGREEMENT

THIS AGREEMENT made as of the ________  day of ____________, 19___, by and among the publishing company designees of W. Axl Rose ("Rose” and "Rose Company"), Saul Hudson, p/k/a "Slash" ("Slash" and "Slash Company"), Michael "Duff" McKagan ("McKagan" and "McKagan Company") and Jeffrey Isbell, p/k/a "Izzy Stradlin" ("Stradlin" and "Stradlin Company") (hereinafter Rose Company, Slash Company, McKagan Company and Stradlin Company shall sometimes be referred to collectively as the "Publishing Companies").

WITNESSETH:

WHEREAS, Rose, Slash, McKagan and Stradlin (hereinafter sometimes individually and collectively referred to as "Composers") are co-writers of the musical compositions set forth on Exhibit "A-1" attached hereto and incorporated herein by this reference (hereinafter referred to as the "Compositions");

WHEREAS, Rose Company has heretofore entered into an agreement with Company pursuant to which Company has exclusive administration over Rose's right, title and interest in and to the Compositions;

WHEREAS, Slash Company has heretofore entered into an agreement with Company pursuant to which Company has exclusive administration over Slash's right, title and interest in and to the Compositions;

WHEREAS, McKagan Company has heretofore entered into an agreement with Company pursuant to which Company has exclusive administration over McKagan's right, title and interest in and to the Compositions;

WHEREAS, Stradlin Company has heretofore entered into an agreement with Company pursuant to which Company has exclusive administration over Stradlin's right, title and interest in and to the Compositions;

WHEREAS, it is the intention of the parties hereto that the entire worldwide right, title and interest, including the copyright, the right to the copyright and the renewal right, in and to the Compositions shall be owned in the percentages set forth on Exhibit "A-1" attached hereto.

WHEREAS, the division of songwriter royalties with respect to the Compositions shall be as set forth on Exhibit "A-1” attached hereto.

WHEREAS, the Compositions have been registered for copyright in the names of Guns N' Roses Music in the Copyright Office of the United States of America, which copyright registrations shall be assigned to the Publishing Companies, respectively, in the shares set forth in Exhibit "A-1” hereto;

WHEREAS, the parties hereto desire that each of them shall administer its respective interest in the Compositions upon all the terms and conditions contained herein;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by each party hereto, it is agreed as follows:

1. The Publishing Companies shall jointly own the Compositions, in the shares above described, including all of the worldwide right, title and interest, including the copyright, the right to copyright and the renewal right, therein and thereto.

2. Inasmuch as the Compositions have heretofore been registered for copyright, the parties hereto shall simultaneously herewith cause to be delivered such assignments of the appropriate interest in the copyright thereof as may be necessary to conform record title in the copyright (i.e., title as shown in the records of the Copyright Office of the United States of America) with the percentages referred to hereinabove.

3. The parties hereto shall each have the right to administer their respective right in and to the Compositions throughout the world during the full term of worldwide copyright, including renewals, but only in accordance with all the terms and conditions of this agreement. The parties hereto shall each have the right, throughout the world, to enter into any and all nonexclusive licenses and agreements with respect to the exploitation of-mechanical reproduction rights and performing rights (subject to Paragraphs 4 and 5 hereof) as to their respective interests in the Compositions. As to all other uses of the Compositions, including without limitation, synchronization, printing, publication or other uses or any exclusive licenses of the Compositions of any nature whatsoever in connection with the exploitation of the Compositions, such licenses shall only be with the prior written approval of all of the parties hereto, which approval shall not be unreasonably withheld by any such party. The licensing party must notify its licensee that it must seek a license from the other parties hereto with respect to such other parties' interests in the Compositions. No party hereto shall grant any license with respect to a so-called ”first use” of any of the Compositions, as such term is commonly understood in the music publishing industry, without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding anything to the contrary contained herein, no party to this agreement shall have the right to use the name or likeness of, or biographical information concerning the other parties' writers without the consent of the other parties, except that each of the parties hereto shall grant said writers customary credit in all places where writer credit is customarily granted.

4. Small performing rights in the Compositions, to the extent permitted by law, shall be assigned to and licensed by the performing rights society or societies to which each party belongs. Said society or societies shall be and is or are hereby authorized to collect and receive all monies earned from the public performance of the Compositions in the United States and Canada and shall be and is or are hereby directed (subject to its or their rules and regulations) to pay directly to each of the parties hereto, in their respective shares, the amount allocated by said society or societies as the publisher's share of public performance fees for the Compositions for the United States and Canada.

5. In respect of mechanical reproduction rights in and to the Compositions for the United States and Canada, each of the parties hereto, or their respective duly authorized agents, shall have the right to issue non-exclusive mechanical licenses with respect to their respective interest in the Compositions only. Each party shall notify its licensee that it must seek a license from the other parties with respect to such other parties' interest in the Compositions.

6. The parties hereto shall each have the separate right outside of the United States and Canada to administer and exploit the Compositions, to print, publish, use and license the use of the Compositions, and to execute any and all licenses and agreements whatsoever affecting or respecting the Compositions, including without limitation, subpublishing or collection agreements; provided, however, that (i) each such subpublishing or collection agreement (the licensee under any such subpublishing or collection agreement is hereinafter referred to as the "Subpublisher") may only cover the licensing party's respective share of the Compositions, either alone or with other musical compositions, for any one or more countries of the world outside of the United States and Canada, (ii) no licenses or agreements entered into by the Subpublisher may be exclusive (unless executed by each of the parties hereto or their respective Subpublisher[s]), and (iii) each Subpublisher shall account and pay directly to its respective licensor all proceeds attributable to such licensor's share of the compositions. Notwithstanding anything to the contrary contained herein, and to facilitate the payment of foreign income, the parties hereto agree that any subpublishing agreement entered into by them shall provide for payment based upon the country of sale.

7. From the sums received by each of the parties hereto in accordance with Paragraphs 3, 5 and 6 hereof, each party shall be responsible for and shall pay all royalties payable to the applicable writer and/or co-publisher under contract to it.

8.     (a) Although the parties hereto have agreed to and provided herein for payment from any other person, licensee, assignee or grantee (hereinafter referred to as the “Payor") directly to each of the parties hereto, in the event any party hereto (for convenience herein referred to as the "Receiving Party") shall receive from a Payor monies which include the other parties' appropriate share of monies, the Receiving Party shall hold the other parties' appropriate share of monies in trust for the benefit of the other parties and shall pay over to the other parties' said appropriate share of monies within thirty (30) days after the Receiving Party's receipt thereof. In addition, the Receiving Party shall issue, at the same time, to the other party, a copy of all of the relevant portions of the accounting statements regarding the Compositions received by the Receiving Party from the Payor.
    (b) Each party hereto shall each have the right to audit the books and records of all other parties hereto with respect to any monies received under Paragraph 8(a) hereof once during each year, provided that (i) the party desiring to conduct such audit shall give the other party thirty (30) days' prior notice of its desire to conduct such audit; (ii) said audit is conducted by a certified public accountant, and (iii) said audit is conducted at the expense of the party conducting same.

9. Each party hereto shall give the others the equal benefits of any warranties or representations which it obtained or shall obtain under any agreements affecting the Compositions, including the songwriters' agreements with Composers. Each of the parties hereto hereby warrants and represents to the others that each has the right to enter into this agreement and to make any of the grants contained herein, and that the exercise by any of the parties hereto of any and all rights with respect to the Compositions will not violate or infringe upon any common law or statutory rights of any person, firm or corporation, including, without limitation, contractual rights, copyrights and rights of privacy. The rights granted herein are free and clear of any claims, demands, liens or encumbrances.

10. The parties hereto shall each have the right to prosecute, defend, settle and compromise all suits and actions respecting the Compositions, and generally to do and perform all things necessary concerning the same and the copyrights therein to prevent and restrain the infringement of copyright or all other rights, but solely with respect to each party's respective interest in the Compositions. Notwithstanding the foregoing, however, in the event the foregoing actions or proceedings shall involve the rights of both parties, the party instituting any such action or proceeding shall give the other an opportunity to join in such action or proceeding. If any other party shall decline to join in such action or proceeding involving its interest in the Compositions, the party bringing such action shall only have the right to proceed with respect to its own interest and shall have the right to settle or compromise any such action or proceeding only as to its respective ownership interest in the Compositions. If all parties shall join in any action or proceeding against a third party involving all parties' interests, or if any non-joining party shall consent to its  interests being represented by the party proceeding with any action with respect to the Compositions, any recovery of any monies as a result of a judgment, settlement or otherwise shall be divided equally by the parties, after first deducting the expenses of obtaining said monies, including reasonable attorneys' fees and expenses.

11. Each party hereto hereby indemnifies, saves and holds the other parties, their assigns, licensees and their directors, officers, shareholders, agents and employees harmless from any and all liability, claims, demands, loss and damage (including counsel fees and court costs) arising out of or connected with or resulting from any breach of any of the warranties, representations or agreements made by the indemnitor in this agreement or by Composers in accordance with Paragraph 9 hereof. All of the parties hereto, as the case may be, shall give the others prompt written notice of any claim or action covered by said indemnity.

12. The respective addresses of the parties hereto for all purposes of this agreement shall be as set forth below, until written notice of a new address shall be duly given:
                                    COMPANY                                                  PUBLISHER
                                  _____________                                 _____________
                                  _____________                                 _____________
                                  _____________                                 _____________
                                  _____________                                 _____________
All notices shall be in writing and shall either be delivered by hand (to an officer if the party to be served is a corporation) or by registered or certified mail (return receipt requested), postage prepaid, or by telegraph, all charges prepaid. The date of making personal service or of mailing or of deposit in a telegraph office, whichever shall be first, shall be deemed the date of service.

13. This agreement shall not be deemed to give any right or remedy to any third party whatsoever unless said right or remedy is specifically granted to such third party by the terms hereof.

14. The parties hereto shall execute any further documents including, without limitation, assignments of copyrights, and do all acts necessary to fully effectuate the terms and provisions of this agreement.

15. This agreement sets forth the entire understanding among the parties, and cannot be changed, modified or cancelled except by an instrument signed by the party sought to be bound. This agreement shall be governed by and construed under the laws of the State of California applicable to agreements wholly performed therein.

16. This agreement shall not be binding upon the parties hereto until duly executed by all parties. Nothing herein contained shall constitute a partnership between or a joint venture by the parties hereto. No party hereto shall hold itself out contrary to the terms of this paragraph, and no party shall become liable for any obligation, act or omission of the other parties contrary to the provisions hereof. If any provision of this agreement shall be declared invalid, same shall not affect the validity of the remaining provisions hereof. No waiver of any provision of this agreement or of any default hereunder shall affect the waiving party's rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year above set forth.

ROSE COMPANY
By (Signed Axl Rose)

SLASH COMPANY
By (Signed Slash)

MCKAGAN COMPANY
By (Signed Duff McKagan)

STRADLIN COMPANY
By (Signed Izzy Stradlin)

(DATE) 5/11/94

The date of this agreement is a bit strange. The date field in the contract itself was never filled out and the signers didn't add date of signing. There is a date at the end of each page, 05/11/94, yet in the lawsuits between Slash/Duff and Axl in 2007-2008, it is claimed this agreement was signed in or around April 1994, and that's the date I will stick to.

This agreement was attached to the settlement agreement between the then GN'R partners (Axl, Slash and Duff) and Izzy, after Izzy had quit the partnership.
So probably the settlement with Izzy was signed in April 1994, hence that date is mentioned in the lawsuit documents.

Blackstar wrote:This agreement was attached to the settlement agreement between the then GN'R partners (Axl, Slash and Duff) and Izzy, after Izzy had quit the partnership.
So probably the settlement with Izzy was signed in April 1994, hence that date is mentioned in the lawsuit documents.

According to the counter-suit, both agreements (Settlement and Co-Administration Agreement) were signed around the same time, that is "in our about April 1994":

32. In or about April 1994, Axl, Slash, Duff and Stradlin entered into a written settlement agreement and mutual release (“Settlement Agreement”) to resolve disputes that arose between them after Stradlin left the band, and to establish protocols for the future exploitation of the Compositions.

33. At the same time, Axl, Slash, Duff and Stradlin, and their respective publishing company designees, entered into a written Co-Administration Agreement (the “Co-Administration Agreement”), which was attached to the Settlement Agreement as Exhibit F.