tion and trade show industry, to date more than 4,200 sponsors of conventions, trade shows and similar events have obtained ASCAP licenses authorizing all performances of music in the ASCAP repertory presented during and as part of the events which they sponsor. National Association of Exposition Managers, Inc. 719 INDIANA AVENUE SUITE 300 INDIANAPOLIS, INDIANA 46202-3135 (317) 638-6236 · FAX (317) 687-0017 NAEM ENDORSES ASCAP REVISED LICENSE AGREEMENT FOR EXPOSITION INDUSTRY FOR IMMEDIATE RELEASE: March 2, 1990 CONTACT: Donald J. Walter, CEM NAEM Headquarters: (317) 638-6236 James Steinblatt ASCAP Headquarters: (212) 642-3827 At a joint press conference at the Grand Hyatt Washington Hotel in Washington, D.C. on March 2, 1990, representatives of the National Association of Exposition Managers and the American Society of Composers, Authors & Publishers (ASCAP) announced that after successful negotiations, ASCAP agreed to create a new license agreement specifically for the exposition industry. NAEM spokepersons, Immediate Past President Edward P. Greeley, CEM, and Board Member Daniel J. Sladek, CEM, in a letter sent to the NAEM membership this week wrote: "NAEM acted only when it became absolutely clear that ASCAP's request for licensing agreements could be legally sustained by federal law and case precedents." The newly revised ASCAP agreement is seen as more fair and reasonable than the agreement offered in 1989. The special task force of NAEM members consisted of Chairman Daniel J. Sladek, CEM, World of Concrete, Addison, IL; Nancy P. King, CEM, Expositions-Meetings-Conventions, Inc., McLean, VA; Gary Shapiro, Electronic Industries Association, Washington, DC; Brian E. Tully, Food Marketing Institute, Washington DC; Sheldon L. London, NAEM General Counsel, Washington, DC; and, Donald J. Walter, CEM, National Association of Exposition Manager, Indianapolis, IN. ASCAP Director of Licensing L. Barry Knittel led the four person ASCAP team that included: William Lee, Project Manager, Dr. Peter Boyle, Chief Economist, and, Bennet Lincoff, Esquire. The new agreement bases the licensing fee per exposition on the number of "attendees" at the exposition, and the fee is further based upon whether the music is performed live or by mechanical means. Under the new license there is now a $100 minimum fee and a maximum of $4,000 per exposition. Additionally, in an effort to encourage live performances, the maximum daily fee for live music is $500 and scales downward to $25 when there are fewer than 250 persons present. ASCAP has agreed that with the new contract there will be no retroactive assessments for any event prior to January 1, 1990, for those who sign the new agreement now. For those firms which signed an agreement and made payments in 1989, a full credit will be extended against 1990 or future liability. ASCAP's Knittel who in his 19 years with ASCAP has negotiated a number of license agreements with industry groups called the NAEM/ASCAP talks "among the toughest I have been through, and, to my mind, a good deal for both organizations because neither party is completely happy with the results." NAEM is making a special mailing to the membership to advise them of this action. The packet of material includes a detailed Q. and A. covering the new license agreement, two copies of the ASCAP contract, an ASCAP brochure, and a transmittal letter from Mr. Greeley and Mr. Sladek. 50 82-244 O-94-3 National Association of Exposition Managers, Inc. 719 INDIANA AVENUE SUITE 300 INDIANAPOLIS, INDIANA 46202-3135 (317) 638-6236 FAX (317) 687-0017 March 2, 1990 Dear NAEM Member: We are pleased to advise you that NAEM has successfully concluded negotiations with the American Society of Composers, Authors & Publishers (ASCAP), and, as a result, ASCAP has developed an all new license for the exposition industry that, in our opinion, is more fair and more reasonable than the license offered in 1989. NAEM acted only when it became absolutely clear that ASCAP's request for a license could be legally sustained by federal law and case precedents. On this point, we concluded that U.S. copyright laws cover the use of mus: at our expositions. Whether it is the music at a general session, a jazz band at a ribbon cutting, an annual dinner dance, or simply the musical background on a video player in an exhibitor's booth, these are all protected uses of music for which a license is required. As the NAEM President, who appointed a task force to negotiate with ASCAP and the Chairman of the Task Force, the undersigned, want you, our valued member, to know what this ASCAP license is all about. To that end, the enclosed packet of material contains the following: 1. 2. 3. 4. Two copies of the newly revised ASCAP Exposition License An ASCAP Brochure describing the organization and how the An NAEM and ASCAP-produced Q. and A. explaining the license. An integral part of the negotiations has been the ASCAP agreement to make no retroactive assessments for any event prior to January 1, 1990. For those exposition firms who signed an agreement in 1989, and made payments to ASCAP any amounts paid will be credited toward any future liability. In effect, the only liability is for 1990 and future years; provided that you sign the enclosed license agreement now. We know that any new cost of producing an exposition is a legitimate concern; therefore, we hope that you will familiarize yourself with the enclosed material. We trust it will answer your questions. We at NAEM will do all in our power over the coming year to explain the music licensing agreements, and in the meantime, we hope that you won't hesitate to call or to write our Indianapolis office with your questions. We want to help. LICENSE AGREEMENT-CONVENTIONS, EXPOSITIONS, Agreement between the AMERICAN SOCIETY OF COMPOSERS, AUTHORS and Publishers ("Society”), located at One Lincoln Plaza, New York, New York 10023 and ("LICENSEE"), located at as follows: 1. Grant and Term of License and ending (a) SOCIETY grants and LICENSEE accepts for a term commencing December 31, 1994, and continuing thereafter for additional terms of one year each unless terminated by either party as provided in this Agreement, a license to perform publicly or cause to be performed publicly, in the United States, its territories and possessions, at "functions" presented in conjunction with each LICENSEE "event" and not elsewhere, non-dramatic renditions of the separate musical compositions now or hereafter during the term of this Agreement in the repertory of SoCIETY, and of which SOCIETY shall have the right to license such performing rights. The term "event" as used in this Agreement shall mean a conference, congress, convention, exposition, industrial show, institute, meeting, seminar, teleconference, trade show or other similar scheduled activity of LICENSEE of not more than fourteen days duration. The term "function" as used in this Agreement shall mean any activity conducted, sponsored, endorsed or approved by, or presented by or under the auspices of LICENSEE as part of or in conjunction with any LICENSEE event which is open only to "attendees." The term "attendees,” as used in this Agreement, shall mean all individuals who register or pay to attend a Licensee event. (b) This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns, but no assignment shall relieve the parties hereto of their respective obligations under this Agreement as to performances rendered, acts done and obligations incurred prior to the effective date of the assignment. (c) Either party may, on or before ninety days prior to the end of the initial term or on or before thirty days prior to the end of any renewal term, give written notice of termination to the other. If such notice is given, the license shall terminate on the last day of such initial or renewal term. 2. Limitations on License (a) This license is not assignable or transferable by operation of law, devolution or otherwise, except as provided in Paragraph "1(b)," and is limited strictly to the Licensee, to LiceNSEE's event(s) and to the "premises" where each function shall be presented. The term “premises” as used in this Agreement, shall mean all locations used for functions at LICENSEE's events. (b) This license does not authorize the broadcasting, telecasting or transmission by wire or otherwise, of renditions of musical compositions in SOCIETY's repertory to persons outside of the premises where each function shall be presented. Nothing in this Paragraph “2(b)” shall be deemed to limit LICENSEE's right to transmit renditions of musical compositions in SOCIETY's repertory to attendees in connection with teleconferences pursuant to Paragraph "1(a)" of this Agreement. (c) This license shall be limited to performances of music during functions conducted, sponsored, endorsed or approved by, or presented by or under the auspices of Licensee as part of or in conjunction with LICENSEE's events which are open only to attendees. (d) This license is limited to non-dramatic performances, and does not authorize any dramatic performances. For purposes of this Agreement, a dramatic performance shall include, but not be limited to, the following: (i) performance of a “dramatico-musical work” in its entirety; (ii) performance of one or more musical compositions from a "dramatico-musical work" accompanied by dialogue, pantomime, dance, stage action, or visual representation of the work from which the music is taken; (iii) performance of one or more musical compositions as part of a story or plot, whether accompanied or unaccompanied by dialogue, pantomime, dance, stage action, or visual representation; (iv) performance of a concert version of a "dramatico-musical work." The term "dramatico-musical work” as used in this Agreement, shall include, but not be limited to, a musical comedy, opera, play with music, revue, or ballet. 3. License Fees In consideration of the license granted in this Agreement, LICENSEE agrees to pay SOCIETY the applicable license fee for each event as set forth in the rate sci.cdule attached to and made a part of this Agreement based on "LICENSEE's Operating Policy." The term "LICENSEE'S Operating Policy," as used in this Agreement, shall mean all of the factors which determine the license fee applicable to each event under the attached rate schedule. 4. Reports of Events and Payment of License Fees (a) If LICENSEE presents four or fewer events per year, LICENSEE shall submit to SOCIETY, no later than thirty days after the presentation of each event: (1) written notice of the event, on forms supplied free of charge by SOCIETY, stating the date of the event, the address of the premises and the LICENSEE'S Operating Policy; and (ii) payment of the applicable license fee. (b) If LICENSEE presents five or more events per year, Licensee shall submit to SOCIETY no later than January 31, April 30, July 31 and October 31 of each year: (i) written notice of each event presented during the preceding calendar quarter, on forms supplied free of charge by SOCIETY, stating the date of the event, the address of the premises and the LICENSEE'S Operating Policy for each event; and (ii) payment of the applicable license fee for all events presented during the preceding calendar quarter. (c) SOCIETY shall have the right, by its authorized representatives, at any time during customary business hours, and upon thirty days written notice, to examine the books and records of account of LICENSEE to such extent as may be necessary to verify any statements of Licensee's Operating Policy rendered pursuant to this Agreement. (d) SOCIETY shall consider all data and information coming to its attention as the result of the submission of statements of LICENSEE'S Operating Policy or as the result of any examination of LICENSEE's books and records hereunder as completely and entirely confidential. (e) In the event LICENSEE shall fail to pay any license fees when due to Society, Licensee shall pay a finance charge on the license fees due of 12% per month, or the maximum rate permitted by law, whichever is less, from the date such license fees should have been paid. (f) In the event that LICENSEE's payment of fees under this Agreement causes SOCIETY to incur a liability to pay a gross receipts, sales, use, business use, or other tax which is based on the amount of SOCIETY's receipts from LICENSEE, the number of licensees of SOCIETY, or any similar measure of SOCIETY's activities, and (i) SOCIETY has taken reasonable steps to be exempted or excused from paying such tax; and (ii) SoCIETY is permitted by law to pass through such tax to its licensees, LICENSEE shall pay to SOCIETY the full amount of such tax. 5. Breach or Default Upon any breach or default by LICENSEE of any term or condition herein contained, SOCIETY may terminate this license by giving LICENSEE thirty days written notice to cure such breach or default, and in the event that such breach or default has not been cured within said thirty days, this license shall terminate on the expiration of such thirty-day period without further notice from SOCIETY. 6. Interference With SOCIETY'S Operations In the event of: (a) any major interference with the operations of SOCIETY in the state, territory, dependency, possession or political subdivision in which LICENSEE is located, by reason of any law of such state, territory, dependency, possession or political subdivision; or (b) any substantial increase in the cost to the SOCIETY of operating in such state, territory, dependency, possession, or political subdivision, by reason of any law of such state, territory, dependency, possession or political subdivision, which is applicable to the licensing of performing rights, SOCIETY shall have the right to terminate this Agreement forthwith by thirty days written notice, and shall refund to LICENSEE any unearned license fees paid in advance. 7. Notices All notices required or permitted hereunder shall be given in writing by certified United States mail sent to either party at the address stated above. Each party agrees to inform the other of any change of address. In WITNESS WHEREOF, this Agreement has been duly executed by SOCIETY and LICENSEE |