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The Exclusive Songwriter Agreement is a fundamental contract in the music publishing industry, designed for situations where a publisher or company wishes to secure exclusive rights to a songwriter's creative output. Under Swiss law, this agreement must carefully balance the transfer of economic rights with the preservation of moral rights, which cannot be fully assigned. The document typically includes comprehensive provisions for the creation, exploitation, and monetization of musical works, including specific terms for advances, royalties, and minimum delivery requirements. It's particularly important in the Swiss jurisdiction where copyright law provides strong protection for creators' rights and requires specific formalities for the transfer of exploitation rights. The agreement should be used when establishing a long-term, exclusive relationship between a songwriter and a publisher, ensuring clear delineation of rights and obligations while complying with Swiss copyright and contract law requirements.

1. Parties: Identification of the contracting parties - the Publisher/Company and the Songwriter

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement including 'Compositions', 'Publishing Rights', 'Territory', 'Term', etc.

4. Appointment and Rights Grant: Exclusive appointment of the publisher and scope of rights granted, including specific reference to Swiss copyright law provisions

5. Term and Territory: Duration of the agreement and geographical scope of the rights granted

6. Songwriter Services and Obligations: Specific duties of the songwriter, including minimum delivery requirements and cooperation obligations

7. Publisher Services and Obligations: Publisher's commitments regarding exploitation and promotion of the compositions

8. Ownership and Rights: Detailed provisions about copyright ownership, moral rights retention (as per Swiss law), and transfer of economic rights

9. Compensation: Payment terms, advances, royalties, and accounting provisions

10. Moral Rights: Specific section addressing moral rights under Swiss law

11. Warranties and Representations: Standard warranties regarding ownership and originality of works

12. Termination: Circumstances under which the agreement can be terminated and consequences

13. Confidentiality: Provisions regarding confidential information and trade secrets

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.