MCPS Membership Agreement (MA2) - PRS

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MCPS MEMBERSHIP AGREEMENT - MA2Page 14Where as a result of any such investigation in accordance with Clause 9.10 MCPSdiscovers that it has failed to account correctly to the Member MCPS will rectifythis as soon as practicable thereafter9.12Upon request by the Member MCPS undertakes to provide the Member with suchdetailed accounting information relating to one or more of the Works as theMember may reasonably require in addition to that which MCPS is required tosupply to the Member under Clause 7 provided that such information is availableto MCPS. MCPS reserves the right to charge the cost of supplying such additionalinformation to the Member and also the cost of providing the Member withinformation or copies of documents which have already been supplied to theMember or his predecessor in title9.13MCPS undertakes that it will not without the consent of the Member unlessdirected by any court or governmental authority disclose to any other partyexcept to its professional advisers any document supplied to it by the Member inaccordance with this Agreement or the royalties fees and other sums payable toor paid to the Member or any information relating to the same9.14The Member recognises that MCPS does not itself carry on business outside theUnited Kingdom except in the Republic of Ireland. Notwithstanding any otherterm of this Agreement the obligations of MCPS in relation to any country outsidethe United Kingdom are limited to such as the Board considers in its absolutediscretion to be reasonably practicable in the circumstances. This Clause shall nothowever limit MCPS’s obligations in relation to any European Central LicensingScheme instituted and operated by MCPS10. MEMBER’S WARRANTIES AND UNDERTAKINGS10.1The warranties undertakings and indemnities contained in this Clause arerequired for the protection of the membership of MCPS as a whole by ensuringthat MCPS does not suffer damage or loss which might affect its ability to keep itsadministration expenses as low as possible or to make rebates. MCPS will onlyseek to enforce a claim for breach of any such warranty or undertaking or for anindemnity where the Board in its absolute discretion determines that thecircumstances are such that the claim should be enforced after giving the Memberan opportunity to make representations to the Board in relation to the claim
MCPS MEMBERSHIP AGREEMENT - MA2Page 1510.2The Member hereby warrants to MCPS:10.2.1 that he has full power and authority to enter into this Agreementand to grant the rights and powers referred to and to give MCPS allpermissions and authorities contained in this Agreement10.2.2 that the Rights in each work registered or hereafter registered bythe Member with MCPS are or will he controlled or administered by theMemher from the date of such registration or where the Member notifiesMCPS on registration that he will control or administer the work at a laterdate then from that later date and in either case until such date as theMember both no longer controls or administers the Rights in the work andMCPS has been notified of this fact in writing either by the Member or hissuccessor in title10.3The Member hereby undertakes to MCPS:10.3.1 to complete accurately the Membership Registration Form suppliedby MCPS to the Member10.3.2 to register accurately and promptly with MCPS in the form fromtime to time required by MCPS each and every Musical Work or partthereof the Rights in which are controlled or administered by the Memberin the Territory at any time during the subsistence of this Agreement10.3.3 to keep MCPS fully and promptly informed of any changes in thefacts and matters referred to in the Membership Registration Form orotherwise notified to MCPS as required by this Agreement and to giveMCPS notification or ensure that MCPS is given notification of the date onwhich the Member ceases to control or administer the Rights in any Workin any part of the Territory10.3.4 upon the request of MCPS to supply MCPS with copies of anydocument relating to the ownership control or administration of the Rightsin the Works or the licensing of such Rights in the possession powercustody or control of the Member and to use its best efforts to obtain anyother such document reasonably requested by MCPS10.3.5 subject as specifically referred to in this Agreement not itself togrant licences in relation to any Right in the Works or carry out anyfunction which MCPS has the sole and exclusive power to do under thisAgreement and at all times to act consistently with such terms andconditions of any applicable Licensing Schemes Codes of Practice BlanketLicence Agreements Standard Licensing Agreements and European CentralLicensing Schemes as have been published by MCPS in accordance withClause 9.6 or otherwise notified to the Member10.3.6 upon receipt of each distribution statement referred to in Clause7.11 above to check that the works referred to in that statement and theRights in respect of which the royalties fees and other monies referred toin that statement are expressed to be paid are controlled or administeredby the Member and that such royalties fees or other monies are due to theMember. The Member undertakes to report to MCPS promptly anyinaccuracy of whatsoever nature in that or any other respect and in anyevent undertakes to repay to MCPS on demand any monies paid to theMember by mistake10.3.7 upon the reasonable request of MCPS to provide MCPS with copiesof any licence or licences granted by the Member and such details of
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MCPS Membership Agreement (MA2) - PRS

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