Appendix A

Contracts

Appendix A provides three sample contracts for songwriters, music publishers, recording acts and labels, and performing live artists and personal managers. The contracts are provided by entertainment lawyer and Belmont University associate professor Rush Hicks, Esq. These documents may not be copied and used in any form except for educational purposes and reviewing.¹

This Agreement is made as of this day of _______, year, and by _______, and between _______________, whose address is ______________, (“Writer”) and (“Publisher”) whose address is ________________________________.

Assignment of Copyright

1. 1.1 With respect to the following musical composition(s) (“Original Works”)

   Title _______  Writer(s) _______  Percentages _______

WRITER does hereby agree to and does assign and transfer to PUBLISHER all rights of whatsoever nature known, or which may hereafter come into existence, including, but not limited to the exclusive rights set forth in Title 17 U.S.C. section 106 (1977) in and to said Original Works invented, written, and conceived, arranged, composed, created, or originated by WRITER and the right to secure copyrights thereon throughout the entire world in the name of PUBLISHER and all renewal and extension copyrights thereof and all right, title, and interest both legal and equitable in and to the same, it being understood and agreed that said Original Works and copyrights thereof and each and every right in said Original Works, whether now known or hereafter to become known covering the use or any manner or type of use of said Original Works, are and shall be the sole and exclusive property of PUBLISHER.

1. 1.2 PUBLISHER shall have the right to grant licenses for the reproduction, printing, recording, arrangement, or performance of any Original Works without restriction.
2. 1.3 PUBLISHER shall have the right, in its sole discretion, to re-title, translate, arrange, and otherwise edit, review, and adapt said Original Works created hereunder. In the event said Original Work is an instrumental composition, PUBLISHER shall have the right to have lyrics written for said Original Work by a writer or writers designated by PUBLISHER, said lyrics shall require only the approval of PUBLISHER.
3. 1.4 WRITER agrees that WRITER shall deliver to PUBLISHER Original Works created hereunder in such a form as is deemed suitable by PUBLISHER. Unless otherwise specified by PUBLISHER, any form, as established by prior course of dealings between PUBLISHER and WRITER, or usual and customary industry practices shall be deemed suitable.

Grant of Rights

At PUBLISHER’s request, WRITER agrees to execute an Assignment of Copyright between WRITER and PUBLISHER for every Original Work created hereunder. WRITER agrees to execute any other documents as requested by PUBLISHER to effectuate such transfer of ownership. Upon WRITER’s failure to do so, PUBLISHER shall have the right pursuant to the terms and conditions hereof, to execute such separate agreements on behalf of WRITER. Such separate agreements shall supplement and not supersede this Agreement. In the event of any conflict between the provisions of such separate agreement and this Agreement, the provisions of this Agreement shall govern. The failure of either party to execute such separate agreement shall not affect the rights of either party.

Power of Attorney

WRITER hereby irrevocably constitutes, authorizes, empowers, and appoints PUBLISHER, and PUBLISHER’s successors and assigns, WRITER’s true and lawful attorney in WRITER’s name, place, and stead to execute and deliver any and all documents, which PUBLISHER may from time to time deem necessary to effectuate the intent and purpose of this Agreement, this power being coupled with an interest and irrevocable for any cause or in any event. Such power of attorney shall include, without limitation, such documents as PUBLISHER deems necessary to secure to PUBLISHER and PUBLISHER’s successors and assigns the worldwide copyrights for the entire term of copyright and for any and all renewals and extensions under any present or future laws throughout the world.

Royalties

1. 4.1 PUBLISHER, shall pay WRITER a royalty of fifty percent (50%) of any and all sums actually received by PUBLISHER, or its authorized agent, less the following:
   • a. All outstanding recoupable advances between PUBLISHER and WRITER hereunder;
   • b. any administration or collection fees, foreign taxes, etc. actually charged to PUBLISHER, its authorized agents, or foreign subpublishers;
   • c. royalties payable to cowriters; and
   • d. any other sums or monies due PUBLISHER by WRITER of any nature.
2. 4.2 Royalties on foreign sales shall be payable by PUBLISHER only after PUBLISHER, or an authorized agent of PUBLISHER, has received payment in the United States in United States currency, and shall be payable at the same rate of exchange as received by PUBLISHER.
3. 4.3 Notwithstanding anything herein to the contrary, WRITER shall not be entitled to any portion of any sums received by PUBLISHER with respect to public performance of any Original Works from any performing rights society which pays a portion of performance fees directly to writers or composers and WRITER shall receive the writer’s share of public performance royalties directly from the performing rights society.
4. 4.4 Such royalties shall be paid in instances where WRITER is or was the sole author, composer, and arranger of the Original Works. With regard to Original Works where WRITER is or was only one of two or more authors, writers, or collaborators, WRITER shall be paid only the portion of such royalties equal to WRITER’s percentage of authorship of said Original Work.
5. 4.5 PUBLISHER or any of its affiliates, subsidiaries, or parent companies shall have the right to cross collateralize this Agreement and any previous exclusive songwriter agreement, single-song agreement, arranger’s agreement, or similar type of agreement between WRITER and PUBLISHER or any of its affiliates, subsidiaries, or parent companies. PUBLISHER or any of its affiliates, subsidiaries, or parent companies shall also have the right to cross collateralize Original Works created hereunder.
6. 4.6 In the event PUBLISHER creates or causes to be created a separately copyrighted arrangement or translation of any Original Work, or in the event PUBLISHER causes to be created lyrics for an instrumental composition, WRITER agrees that PUBLISHER may pay to the author or composer of such arrangement or translation, a portion, but not exceeding one-half (1/2), of the royalties due WRITER for said Original Work. In such event WRITER shall receive such royalties due WRITER for said Original Work less such portion.
7. 4.7 No royalties will be earned or payable on Original Works contained in any uses pursuant to paragraphs 4.6 herein;
   • a. given away or furnished on a “no charge” or “service charge” basis for promotional purposes or furnished as a sales inducement or otherwise to distributors, subdistributors, dealers, and others otherwise distributed as part of promotional activities; or
   • b. sold as cutouts, scrap, salvage, overstock, or closeout units.

Writer’s Name and Likeness

PUBLISHER shall have the perpetual, nonexclusive worldwide right to use and to permit others to use: WRITER’s name, both legal and professional and whether presently or hereafter used by WRITER; WRITER’s approved likeness; WRITER’s facsimile signature; and other identification and biographical material concerning WRITER. Such use shall be for purposes of trade and otherwise, without restriction, in connection with Original Works produced hereunder.

Writer’s Warranties

1. 6.1 WRITER represents and warrants that WRITER has the authority to enter into and perform all the terms of this Agreement and that WRITER is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to WRITER’s right to execute this Agreement, to grant the rights granted by WRITER to PUBLISHER hereunder and to perform each and every term and provision hereof.
2. 6.2 WRITER warrants that all of the lyrics and music or Original Works delivered by WRITER to PUBLISHER hereunder shall be WRITER’s own original compositions or arrangements and that no part thereof shall be an imitation or copy of any other copyrighted work.
3. 6.3 WRITER further covenants and agrees to protect and defend the right, title, and interest of PUBLISHER in said Original Works hereby sold and assigned to PUBLISHER, to the fullest extent and to hold PUBLISHER free and harmless of and from all loss, liability, and damage in any action brought against PUBLISHER by reason of the inclusion in said works of material owned or copyrighted by others or on account of WRITER’s violation of any warranties contained herein. All costs, fees, and expenses paid or incurred by PUBLISHER in defending, protecting, or perfecting its title to the Original Works, and the copyright thereon, shall be charged against WRITER and deducted from all sums due or becoming due from PUBLISHER to WRITER.

Royalty Payments

1. 7.1 PUBLISHER, or an authorized agent, will compute royalties and payments due on or about forty-five (45) days after the end of a calendar quarter, for that quarter, and if royalties or other payments are due WRITER, PUBLISHER will make such payments less any then non-recouped advances paid to WRITER or on WRITER’s behalf pursuant to this Agreement. If WRITER has accounts of any nature with PUBLISHER or PUBLISHER’s affiliates and if WRITER owes PUBLISHER or PUBLISHER’s affiliates money in such accounts(s), PUBLISHER may apply all royalties or payments which might be due and payable to WRITER to reduce the balance in WRITER’s account(s).
2. 7.2 WRITER, or a Certified Public Accountant representing WRITER, shall have the right, during PUBLISHER’s normal business hours, and at WRITER’s expense, after giving PUBLISHER, or an authorized agent of PUBLISHER, at least thirty (30) days advance notice in writing, to examine PUBLISHER’s, or an authorized agent of PUBLISHER, books and records insofar as they pertain to the royalties or payments payable to WRITER.
3. 7.3 Any payments to be made to WRITER hereunder shall be made to WRITER at the address set forth at the beginning of this Agreement. PUBLISHER shall make payment by a single check made payable to WRITER, or such agent as WRITER may designate in writing in accordance with the provisions of this Agreement governing notices.
4. 7.4 All statements and all accounts rendered to WRITER hereunder shall be binding upon WRITER and not subject to any objection for any reason whatsoever unless specified objections in writing, setting forth the basis thereof, is given to PUBLISHER, or PUBLISHER’s authorized agent, within two (2) years from the date the statement is rendered. No action, audit, or proceeding of any kind or nature may be instituted or maintained by WRITER with respect to any statements recorded hereunder unless such action or proceeding is commenced within one (1) year after delivery of such written objection by WRITER to PUBLISHER.

Suits and Legal Actions Involving Original Works

PUBLISHER shall have the sole right to prosecute, defend, settle and compromise all suits and actions respecting the Original Works, and generally to do and perform all things necessary to prevent and restrain the infringement of copyrights therein or other rights with respect to the Original Works. If PUBLISHER recovers any moneys as a result of a judgment or settlement, the moneys shall be apportioned between PUBLISHER and WRITER fifty percent (50%) for PUBLISHER and fifty percent (50%) for WRITER prorated by WRITER’s portion of ownership, if any, in the Original Works, after first deducting the expense of obtaining the moneys, including attorney’s fees. WRITER shall have the right to obtain counsel for WRITER, but at WRITER’s own expense, to assist in any such matter. Any judgments against PUBLISHER and any settlements by PUBLISHER of claims against it, respecting the Original Works, together with costs and expenses including attorney’s fees, shall be covered by the indemnity provisions.

Indemnification

WRITER hereby agrees to and does hereby indemnify, save, and hold PUBLISHER harmless from any damages, liabilities, costs, losses, and expenses including legal costs and attorney’s fees arising out of or connected with any claim, demand, or action by a third party which is inconsistent with any of the warranties, representations, or covenants made by WRITER in this Agreement. WRITER agrees to reimburse PUBLISHER, on demand, for any payment made by PUBLISHER at any time with respect to any such damage, liability, cost, loss, or expense to which WRITER’s indemnity applies. PUBLISHER shall notify WRITER of any such claim, demand, or action promptly after PUBLISHER has been formally advised thereof. Pending the determination of any such claim, demand, or action, PUBLISHER shall have the right, at PUBLISHER’s election, to withhold payment of any moneys otherwise payable to WRITER under this or any other Agreement between WRITER and any of PUBLISHER’s affiliates.

Notices

All notices to be given to WRITER or PUBLISHER hereunder shall be addressed WRITER or PUBLISHER at the addresses set forth on page 1 or at such other address as WRITER or PUBLISHER shall designate in writing from time to time. All notices shall be in writing and shall either be served by personal delivery, mail, or telegraph, all charges prepaid. Except as otherwise provided herein, such notices shall be deemed given when personally delivered, mailed, or delivered to a telegraph office, all charges prepaid, except that notices of change of address shall be effective only after actual receipt thereof.

Entire Agreement

This Agreement sets forth the entire understanding between WRITER and PUBLISHER concerning the subject matter hereof. No modification, amendment, waiver, termination, or discharge of this Agreement or of any of the terms or provisions hereof shall be binding upon either party unless confirmed by a written instrument signed by WRITER and by a duly authorized officer of PUBLISHER. No waiver by WRITER or PUBLISHER of any term or provision of this Agreement or of any default shall affect WRITER’s or PUBLISHER’s respective rights thereafter to enforce such term or provision or to exercise any right to remedy in the event of any other default, whether or not similar.

If any portion of this Agreement shall be held void, voidable, invalid, or inoperative, no other provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full force and effect as through such void, voidable, invalid, or inoperative provision had not been contained herein.

Notice of Breach

Before PUBLISHER or WRITER may assert that the other is in default in performing any obligation contained herein, the party alleging the default must advise the other in writing of the specific facts constituting default and the specific obligation breached. The other party shall be allowed a period of thirty (30) days after receipt of such written notice to cure the default. No breach of any obligation shall be deemed to be incurable during such thirty (30) day period.

Relationship of Parties

Nothing herein contained shall constitute a partnership or a joint venture between WRITER and PUBLISHER. Neither party here to shall hold itself out contrary to the terms of this paragraph and neither WRITER or PUBLISHER shall become liable for any representation, act, or omission of the other contrary to these provisions. 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 by PUBLISHER in writing to such third party.

Binding Effect and Benefit of Agreement

This Agreement shall be binding upon and shall inure to the benefit of PUBLISHER and its designees, successors, and assigns, as well as to WRITER or his heirs, executors, administrators, personal representatives, and/or assigns.

Assignment

PUBLISHER may assign, license, or otherwise transfer to any other entity any or all of PUBLISHER’s rights, privileges, and property under this Agreement including, without limitation, the right to WRITER’s services. In the event of any assignment, the obligations of PUBLISHER shall be binding upon any such assignee or assignees for the express benefit of PUBLISHER and WRITER.

Controlling Law

This contract shall be deemed to have been made in the State of Tennessee, and its validity, construction, and effect shall be governed by the laws of said state. Any disputes arising between the parties shall be brought in the state and/or federal courts located in Nashville, Davidson County, Tennessee.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement and the accompanying Schedules and Appendices as of the date first written above.

• Publisher: _______________________________________________
• Writer: __________________________________________________
• Name: __________________________________________________
• Social Security No: _______________________________________
• Date of Birth: ____________________________________________

Copyright Assignment

For and in consideration of the mutual covenants, promises, and undertakings set forth in separate publishing agreements between ____________________ (WRITER) and _____________________, with respect to the composition(s) described below, WRITER assigns, transfers, sets over, and conveys to ___________________, all WRITER’s right, title, and interest in and to the following musical composition(s):

Title _______  Writer(S) _______  Percentages _______

The within assignment, transfer, and conveyance include, without limitation, the lyrics, music, and title of said composition(s) any and all works derived therefrom, the United States and worldwide copyright therein, and any renewals or extensions thereof, and any and all other rights that WRITER now has or to which WRITER may become entitled under existing or subsequently enacted federal, state, or foreign laws, including, without limitation, the following rights: to reproduce the composition(s) in copies or phonorecords, to prepare derivative works based upon the composition(s), to distribute copies or phonorecords of the compositions, and to perform and display the compositions publicly. The within grant further includes any and all causes of action for infringement of the compositions, past, present, and future, and all proceeds from the foregoing accrued and unpaid and hereafter accruing.

• THIS ASSIGNMENT IS EFFECTIVE THE ______ DAY OF ____________, _____.
• WRITER: _______________________________________________
• STATE OF TENNESSEE
• COUNTY OF DAVIDSON

Personally appeared before me, a Notary Public in and for said county and state, WRITER, the within named publisher, with whom I am personally acquainted, and who acknowledge execution of the foregoing Assignment of Copyright for the purposes therein contained.

• Witness my hand and official seal at office on this ______ day of ___________, _____.
• My commission expires: __________________________________.
• Notary Public

This EXCLUSIVE RECORDING ARTIST AGREEMENT (this “Agreement”) is made and entered into as of ____________, by and between ___________, whose address is _____________ __________________________ (“Company”) and __________ (“you”), whose address is _____________________________________.

Exclusive Services

Company hereby engages your exclusive personal services as a recording artist in connection with the production of Records and you hereby accept such engagement and agree to exclusively render such services for Company in the Territory during the Term and all extensions and renewals thereof. (You are sometimes called “Artist” below.)

Term

1. The term of this Agreement shall consist of an “Initial Period” and the “Option Periods” set forth below as may be exercised by Company pursuant hereto.
2. The “Initial Period” shall commence on the date hereof and shall end on the date that is twelve (12) months after Delivery and acceptance by Company of the Recording Commitment (as defined below) for the Initial Period.
3. You hereby grant to us four (4) separate, consecutive, and irrevocable options, each to extend the Term for additional contract periods (each herein called an “Option Period”) upon the same terms and conditions applicable to the Initial Period, except as otherwise provided herein. Each such Option Period shall run consecutively beginning on the expiration of the Initial Period or the previous Option Period, as the case may be, and shall end on the date twelve (12) months after Delivery and acceptance by Company of the Recording Commitment for such Option Period. The Initial Period and the Option Periods are sometimes referred to herein as “Contract Periods,” as the same may be suspended or extended as provided herein. Company shall exercise each such option by notice to you at any time prior to the expiration of the then current Contract Period.
4. Notwithstanding anything to the contrary contained in paragraph 2(a)–(c), if, as of the date when the current Contract Period would otherwise have expired, Company has neither exercised its option to extend the Term for a further Contract Period nor notified you that Company does not wish to exercise such option, then: (i) you shall immediately notify Company that its option has not yet been exercised (an “Option Warning”); (ii) Company shall be entitled to exercise its option at any time before receiving the Option Warning or within ten (10) business days thereafter; and (iii) the current Contract Period shall be deemed to have continued until Company exercises its option or until the end of such ten business day period (whichever shall occur first).

Recording Commitment

1. During each Contract Period you shall record and Deliver to Company sufficient Masters to constitute the Record specified in the following schedule (the “Recording Commitment”):

   CONTRACT PERIOD	RECORDING COMMITMENT
   Initial Period	One Album (the “First Album”)
   First Option Period	One Album (the “Second Album”)
   Second Option Period	One Album (the “Third Album”)
   Third Option Period	One Album (the “Fourth Album”)
   Fourth Option Period	One Album (the “Fifth Album”)

2. (i) The First Album shall be Delivered to Company within ninety (90) days following commencement of the Initial Period; (ii) the Recording Commitment in respect of each Option Period shall be Delivered to Company within ninety (90) days following commencement of the applicable Option Period; and (iii) unless an authorized officer of Company shall otherwise agree in writing, and without limiting any of the other provisions herein, you shall not Deliver any Album within nine (9) months following the date of the initial commercial release of the immediately preceding Album in the United States. If any Recording Commitment is Delivered between October 15th and December 31st of a particular year, then Delivery of the Recording Commitment concerned will be deemed to have occurred on January 2nd of the succeeding year.
3. No multiple Albums, “theme” Masters (e.g., Christmas Masters), “live” performances, instrumental Masters, joint recordings, or spoken-word Masters shall be recorded or Delivered hereunder in satisfaction of the Recording Commitment without Company’s prior written consent, which may be withheld in Company’s sole discretion; provided however, if Company consents to the Delivery of a multiple Album hereunder, then such multiple Album shall be deemed a single Album for the purposes of Artist’s Delivery obligations under this Agreement. If Artist Delivers and Company accepts Masters consisting of “theme,” “live,” instrumental, joint, or spoken-word recordings, then such Masters shall not be deemed to be in partial or complete fulfillment of any of Artist’s obligations hereunder.
4. During the Term, Company shall have one (1) option (“Greatest Hits Sides Option”), to require Artist to record and Deliver up to two (2) Sides recorded after Company’s exercise of such Greatest Hits Sides Option (the “New Greatest Hits Masters”). Each such New Greatest Hits Master shall embody a Composition not previously recorded by Artist and shall be intended for initial release on a “Greatest Hits” or “Best Of” Album (a “Greatest Hits Album”). Artist shall deliver such New Greatest Hits Masters no later than sixty (60) days after Company’s exercise of the Greatest Hits Sides Option. New Greatest Hits Masters shall not be deemed to fulfill any of Artist’s obligations hereunder with respect to Recording Commitments.

Recording Elements and Procedures

1. Prior to the commencement of recording any Recording(s), you and Company shall mutually agree on each of the following, in order, before you proceed further: (i) selection of, and compensation for, individual producer(s) (including, without limitation any producer advance [or fee] and producer royalty, if any); (ii) selection of material, including the Compositions to be recorded; and (iii) the dates of recording and mixing and studios where recording and mixing are to take place. Artist shall be responsible for engaging and paying all producers of each Master (“Producer”) (except that Company may engage Producer(s) at its election and deduct any sums paid to such Producer(s) from any sums payable hereunder). Company shall have the right to have a representative attend each recording session. For the first album,___________is approved as record producer.
2. Upon the reasonable request of Company, Artist shall re-record any selection until a Master commercially and technically satisfactory to Company has been obtained. Company may refuse to accept, and may require Artist to deliver substitute Masters for, compositions Company deems patently offensive or which, in its judgment, violates any law, violates the rights of any person, or subjects Company to material liability for any reason.
3. It is of the essence of this Agreement that Artist timely supply Company with all of the information Company needs in order: (i) to make payments due or required in connection with the Masters; (ii) to comply with any and all other obligations Company may have in connection with recording the Masters, and (iii) to release Records embodying the Masters. Subject to the provisions of this Agreement, Company will pay Recording Costs incurred in connection with any Master(s) Delivered hereunder not to exceed the applicable Recording Fund with respect to such Master(s). Without limiting the foregoing, Artist shall deliver to Company within forty-eight hours after each recording session the following documents pertaining to such session: all union contract forms or report forms and all necessary payroll forms (including without limitation all I-9 forms and related documentation and all W-4 forms). Artist shall deliver all other invoices, receipts, vouchers, and documents within one week after the related expense is incurred. Artist shall be solely responsible for and shall pay any penalties and/or interest charges incurred by Company for late payments by reason of Artist’s failure to comply with the terms of this paragraph (or Company may deduct any resulting penalty or interest charges from any and all monies payable under this Agreement or any other agreement between you or Artist and Company or its affiliates). In addition, Artist shall deliver promptly complete label copy, any liner credits, and any information required to be submitted to unions, guilds, or other third parties.
4. Your submission of Masters to Company shall constitute your representation and warranty that you have obtained all necessary licenses, approvals, consents, and permissions including, without limitation, written clearance(s) from the copyright owner(s)/publisher(s) for any and all “first-use” compositions, licenses for sampled material, etc.; provided that, unless Company has specifically requested that Artist do so, Company will secure the actual Mechanical Licenses for compositions recorded hereunder; provided that you are solely responsible for obtaining and you hereby represent, warrant, and covenant that you will obtain written clearance(s) from the copyright owner(s)/publisher(s) for any and all “first-use” compositions prior to recording any such composition and promptly provide Company with copies of all such clearances. You shall be solely responsible for and pay any and all costs, fees, and expenses in connection with any and all sample licensing and authorization, and all such sums (including, without limitation, royalties and any “rollover” payments) to the extent not paid by you, shall be deducted from any and all monies payable under this Agreement or any other agreement between you or Artist and Company or its affiliates. Company shall have the right to approve or disapprove (in its unrestricted discretion) all terms and conditions of any such sample license prior to embodiment on any Master. Notwithstanding the foregoing, Company may elect to arrange directly for such authorization and licensing in which event, you shall nevertheless be solely responsible for and pay any and all costs, fees, and expenses in connection with such sample licensing and all such sums (including, without limitation, royalties and any “rollover” payments) to the extent not paid by you, shall be deducted from any and all monies payable under this Agreement or any other agreement between you or Artist and Company or its affiliates.
5. Nothing in this Agreement shall obligate Company to continue or permit the continuation of any recording session, even if previously approved hereunder, if Company reasonably anticipates that the Recording Costs attributable to the recording session shall exceed the Advances/Recording Fund for that Album or other applicable Recording Commitment or that the Recordings being produced will not be technically and commercially satisfactory in accordance with the provisions of this Agreement.
6. Unless Company requests or approves otherwise, your performances hereunder shall be reasonably consistent in concept and style, and the Masters will be similar in general artistic concept and style, to Masters recorded and accepted by Company as satisfying your Recording Commitment for the Initial Period hereof. You will obtain Company’s written consent prior to performing in any new concept or style.

Grant of Rights

1. All Masters, Video Masters, and other Recordings embodying Artist’s performances made during the Term from the inception of the recording thereof and all reproductions derived there from, together with the performances embodied thereon (but excluding musical compositions embodied therein), shall be the property of Company, free from any claims whatsoever by Artist or any person deriving rights or interests from or through Artist. Without limiting the generality of the foregoing, Company shall have the exclusive and unlimited right to all the results and proceeds of Artist’s recording services rendered during the Term, including, without limitation, the exclusive, unlimited, and perpetual right throughout the Territory: (i) to manufacture, advertise, sell, lease, license, distribute, or otherwise use or dispose of, in any or all fields of use by any method now or hereafter known (including but not limited to any form of digital or electronic transmissions as well as sales through Company’s website), Records embodying Masters (including accompaniment tracks without the vocal tracks), or to refrain therefrom; (ii) to use and publish and to permit others to use and publish Artist’s name (including any professional name currently utilized or hereafter adopted by Artist), approved photographs and likenesses, and approved biographical material concerning Artist for advertising and trade purposes in connection with the sale of Artist’s Recordings and the exploitation, in accordance with the terms hereof, of all Masters and Video Masters produced during the Term. The materials approved by Artist that contain the Artist’s name or likeness or photograph or biography may also be used by Company’s foreign affiliates and licensees; (iii) to obtain copyrights and renewals thereof in sound Recordings and Video Masters (as distinguished from the musical compositions embodied thereon) recorded by Artist during the Term, in Company’s name as owner and “employer-for-hire” of such sound recordings and Video Masters. Artist acknowledges that Artist’s services hereunder are rendered as Company’s employee-for hire for the purposes of copyright ownership of the sound Recordings and Video Masters and any related artwork made hereunder. If any such Recording or artwork is determined not to be a “work-made-for-hire,” it will be deemed transferred and assigned to Company by this Agreement, together with all rights in it, including without limitation the worldwide copyright therein and all renewals and extensions thereof. You and Artist hereby irrevocably and unconditionally waive any and all moral and like rights (including, droit morale) that you and Artist have in such Recordings and in the performances embodied therein and related artwork and hereby agree not to make any claim against Company or any party authorized by Company to exploit such Recordings or artwork based on such moral or like rights; (iv) to release Records derived from Masters recorded during the Term by Artist under any name, trademark or label which Company may from time to time elect; and (v) to perform such Records and to permit performances thereof by means of radio broadcast, television, Internet, or any other method or medium now or hereafter known or devised.
2. Company shall have the perpetual right, without any liability to any party, to use and to authorize others to use your name and the names (including any professional names heretofore or hereafter adopted), and any likenesses (including photographs, portraits, caricatures, and stills from any Videos made hereunder) and biographical material relating to Artist and any producer of Masters hereunder, on and in the packaging of Records hereunder, for purposes of advertising, promotion, and trade and in connection with the making, exploitation, promotion, marketing, and publicity of Records hereunder, the writing and publishing of articles by Company or third parties, in general goodwill advertising (advertising designed to create goodwill and prestige for Company and not for the purpose of selling any specific product or service), and including, without limitation, purposes collateral to such permitted purposes (e.g., MTV’s advertising and promotion), without payment of additional compensation to Artist or any other person. You warrant and represent that you own the exclusive right to so use such names, likenesses, and biographical materials and that the use of same will not infringe upon the rights of any third party. If any third party challenges Artist’s right to use a professional name, Company may, at its election and without limiting Company’s rights, require Artist to adopt another professional name approved by Company without awaiting the determination of the validity of such challenge. During the Term, Artist will not change the name by which Artist is professionally known without Company’s prior written approval.
3. Company shall have the right to maintain an artist website (including the right to incorporate Artist’s name, likeness, photographs, and biographical material therein) in accordance with Company’s standard policies (including, without limitation, incorporating links to other sites). Artist may also maintain his/her own website; provided that (i) during the Term of this Agreement, Company shall have approval rights regarding all aspects of such website and (ii) Artist may not sell recorded product on such website. No Person other than Company and Artist shall have the right to maintain an artist website regarding Artist during the Term hereof.

Marketing Restrictions

Company agrees that it will not release any Album delivered in fulfillment of the Recording Commitment as a Budget Record in less than twelve (12) months; or as a Mid-Price Record in less than six (6) months after initial release of the Album in the United States. If Company releases any such Album that is a Mid-Price Record or Budget Record, as applicable, prior to the expiration of the applicable time period without your consent, your sole remedy shall be that Company shall not reduce your royalty rate pursuant to paragraph 8(i) below for sales of such Album made during such period.

Advances and Recording Fund

Company shall pay to Artist the following sums as Advances:

1. In connection with Artist’s Delivery to Company of the applicable Album(s) hereunder, Company will pay Artist an Advance in the amount by which the applicable sum below (each herein called a “Recording Fund”), as reduced pursuant to paragraph (b) below, exceeds all Recording Costs paid or incurred by Company for such Album(s). Such Advance shall be payable to Artist promptly following the Delivery of the applicable Album(s). (i) With respect to the First Album, the Recording Fund shall be $____________, payable as follows:
   1. A. The sum of $____________________ shall be payable to the Artist upon the execution of this Agreement.
   2. B. The balance shall be payable upon Delivery of the Master Recordings. (ii) With respect to each of the Second Album through the Fifth Album, if any, the Recording Fund shall be an amount equal to sixty-six (66%) percent of the royalties earned by Artist under paragraph 8 hereof on paid Net Sales through United States normal retail distribution channels of the previously released Recording Commitment Album for twelve (12) months from USA release of such previously released Recording Commitment Album. In no event shall any such Recording Fund be less than the “Minimum” or more than the “Maximum” set forth below for the Album in question:
   3. C. 

      Applicable Album/Recording Commitment
      	MINIMUM	MAXIMUM
      Second Album	$150,000	$250,000
      Third Album	$200,000	$300,000
      Fourth Album	$250,000	$400,000
      Fifth Album	$300,000	$500,000

2. Any monies paid by Company to third parties for independent record promotion and marketing shall constitute an Advance to Artist.
3. In calculating each Advance hereunder, the applicable Recording Fund shall be reduced by all Anticipated Costs, partial payments of such Recording Fund, and all charges and other Advances deductible therefrom (each such Recording Fund, as so reduced, is sometimes referred to herein as the “Available Fund”). As used herein, “Anticipated Costs” means any costs Company reasonably anticipates will be paid or incurred by Company for recording, mastering, mixing, or remixing the Masters concerned and all costs which Company reasonably anticipates are necessary to clear “samples” on such Masters. Any Anticipated Costs which are deducted from a Recording Fund but are not paid or incurred by Company as set forth in the previous sentence shall be remitted to Artist. Artist agrees that the Recording Fund includes the prepayment of session union scale to Artist as provided in the applicable union codes and Artist shall complete any documentation required by the applicable union to implement this sentence. It is understood and agreed that Company shall not be responsible for paying any charges or fees for arrangements or orchestrations supplied by Artist.
4. Each Recording Fund set forth in paragraph 7(a) above is inclusive of all Recording Costs for the production of the Masters comprising the applicable Album. All Recording Costs incurred by Company with your approval and/or all Recording Costs incurred by you or your representatives which are in excess of the aforementioned Recording Funds shall be your sole responsibility, and you hereby agree to forthwith pay and discharge all such excess Recording Costs. In the event Company elects to pay any such excess Recording Costs on your behalf (which Company shall have the right but not the obligation to do), you shall, upon demand, reimburse Company for such excess Recording Costs or, in lieu of requesting reimbursement: (i) with respect to excess Recording Costs incurred by Company (with your approval), Company shall have the right to deduct such excess Recording Costs from any monies otherwise due you under this Agreement except for Mechanical Royalties and (ii) with respect to excess Recording Costs incurred by you or your representatives, Company shall have the right to deduct such excess Recording Costs from any monies otherwise due you under this Agreement, including without limitation Mechanical Royalties.
5. (i) All sums paid to you or Artist or on your or Artist’s behalf, or at your written request to anyone on your or Artist’s behalf, or to or on behalf of any person, firm, or corporation representing you or Artist, other than royalties payable hereunder and (ii) any and all Recording Costs paid or incurred by Company hereunder, shall constitute Advances. Company may recoup Advances from any and all royalties (excluding Mechanical Royalties, except as otherwise specified herein) accruing hereunder.
6. If any Album is not delivered within ninety (90) days following its due date, Artist shall, upon Company’s written demand, repay Company any amounts previously paid by Company for or in connection with such Album.

Royalties

Company shall credit to your royalty account royalties as described below. Royalties shall be computed by applying the applicable royalty percentage rate specified below to the applicable Royalty Base Price in respect of top-line Net Sales of the Record concerned:

1. a. (i) The royalty rate (the “Basic U.S. Rate”) in respect of Net Sales of Records (other than Audiovisual Records) consisting entirely of Masters made hereunder during the respective Contract Periods specified below and sold by Company through Normal Retail Channels in the United States (“USNRC Net Sales”) shall be as follows:

   TYPE OF RECORD	BASIC U.S. RATES
   First Album	12%
   Second and Third Albums	13%
   Fourth Album and Fifth Albums	14%
   Singles, EPs, and Twelve-Inch Singles	10%

1. (ii) Notwithstanding anything to the contrary, a sale of a Digital Download shall result in Company crediting to your royalty account a royalty rate of 10% prorated based upon the number of downloads. By way of example, should Company sell an Album via Digital Download and the retail price to the consumer is $9.99, you will receive 10% or 99.9 cents per album download.

1. b. The Basic U.S. Rate will escalate prospectively solely in respect of Net Sales of any particular Album constituting your Recording Commitment in excess of the following number of units: 1% at 500,000 USA SoundScan units, and an additional 1% at 1,000,000 USA SoundScan units.
2. c. The royalty rate on Records sold for distribution through normal retail distribution channels outside of the United States shall be the following percentages of the Basic U.S. Rate, applied to the applicable Royalty Base Price, and, if sold by a licensee not owned or controlled by Company, shall be paid to Artist upon the same number of Records for which Company is paid:

   Territories Percentage of Basic U.S. Rate
   Canada	75%
   EU, Australia, New Zealand, and Japan	66.67%
   Rest of the World	50%

3. d. With respect to Records sold by Company through mail order or a record club or in conjunction with a television advertising campaign, and for Records sold other than through normal retail distribution channels, Artist’s royalties shall be computed at fifty percent (50%) of the applicable rate set forth above. With respect to Records licensed by Company for sale through mail order or a record club or licensed by Company for sale in conjunction with a television advertising campaign, and with respect to Company’s licenses of the Masters or Video Masters, Company shall credit Artist’s royalty account with fifty percent (50%) of Company’s Net Royalty Receipts, or fifty percent (50%) of the Net Amount Received by Company, as applicable, from such sales and licenses. No royalties shall be payable with respect to Records received by members of any Club Operation in an introductory offer in connection with joining it or as a result of the purchase of a required number of Records including, without limitation, Records distributed as “bonus” or “free” Records, or Records for which the Club Operation is not paid.
4. e. On Records sold as premium merchandise, Artist’s royalties shall be computed at fifty percent (50%) of the applicable rate and the Royalty Base Price shall be the price the distributing record company receives for the premium Record.
5. f. Notwithstanding any provision to the contrary herein contained and without limiting any of Company’s rights hereunder, Company shall have the right to license Masters for all types of use (visual and non-visual) on a flat fee or royalty basis, in Company’s discretion, for any uses referred to in this subparagraph, and as to any such license Company may credit to Artist’s royalty account, in lieu of any other royalty, fifty percent (50%) of the Net Royalty Receipts from that license.
6. g. Notwithstanding anything to the contrary contained herein, the royalty rate on any Record in a New Technology Configuration shall be seventy-five percent (75%) of the otherwise applicable royalty rate. Audio-only compact discs are not a New Technology Configuration. It is specifically acknowledged that Company’s actual out-of-pocket costs incurred directly in connection with the development and production (but not the manufacturing) of Records hereunder in any New Technology Configuration shall constitute Recording Costs.
7. h. With respect to Records sold directly to consumers by Company in the United States or by a Principal Licensee outside the United States, other than by the methods described in subparagraph 8(d) (e.g., without limitation, telephone, satellite, cable, direct transmission over wire or through the air, and online computer sales) (collectively, “Direct Transmissions”), the royalty rate shall be seventy-five percent (75%) of the royalty rate that would otherwise apply if the Record concerned was sold through Normal Retail Channels. With respect to Records licensed by Company for sale directly to consumers by means of a Direct Transmission, Company shall credit Artist’s royalty account with fifty percent (50%) of Company’s Net Royalty Receipts, or fifty percent (50%) of the Net Amount Received by Company, as applicable, from such licenses.
8. i.  The royalty rate on a Budget Record or on any Record sold to the United States government, its subdivisions, departments, or agencies, through military exchange channels, or to educational institutions or libraries shall be fifty percent (50%) of the applicable royalty rate set forth above; on a Mid-Price Record, seventy-five percent (75%) of the applicable royalty rate set forth above.
9. j. No royalties shall be payable to Artist in respect of Records sold or distributed for promotional purposes; as surplus, overstock, or scrap; as cutouts after the listing of such Records has been deleted from the catalog; as “free,” “no charge,” or “bonus” Records other than Albums; for Records distributed to radio stations; or for Records distributed for use on transportation carriers or for use in juke boxes. As to Records sold at a discount to “one-stops,” rack jobbers, distributors, or dealers, whether or not affiliated with Company, in lieu of the Records given away or furnished on a “no charge” basis as provided above, the applicable royalty rate otherwise payable hereunder with respect to such Records shall be reduced in the proportion that said discount wholesale price bears to the usual stated wholesale price.
10. k. If any Master is recorded by an Artist jointly with another artist or musician to whom Company is obligated to pay a royalty for the Master, Artist’s applicable royalty rate therefor shall be divided by the number of persons (including Artist) to whom Company is obligated to pay a royalty in respect of the Master. For purposes of the immediately preceding sentence, a group of artists to whom Company is obligated to pay one “all-in” royalty shall constitute one person.
11. l.  The royalties provided for in this Agreement are inclusive of all royalties payable to producers and all third parties (other than Mechanical Royalties) for sale of Records and use of the Masters.
12. m. As to a Record not consisting entirely of Recordings delivered hereunder, the royalty to be paid hereunder shall be prorated in the proportion the Masters (or Video Masters, as applicable) that are embodied on the Record bear to the total number of royalty-bearing master recordings (or Video Masters, as applicable) embodied on that Record.

Accounting

1. Statements as to royalties payable hereunder shall be sent by Company to Artist on or before the September 30th and March 31st for the respective semiannual period ending the preceding June 30th and December 31st, together with payment of accrued royalties due to Artist, if any, on sales and licenses for which Company has received payment by the end of the semiannual accounting period involved. No statements need be rendered by Company for any accounting period after the expiration of the Term for which there are no sales, or other exploitations of Records derived from Masters hereunder. Company may withhold from Artist’s royalty account a reasonable reserve against anticipated returns, rebates and credits. With respect to sales of singles and other Record configurations, such reserves shall be held in accordance with Company’s reasonable business judgment. Company will liquidate such reserves within four (4) accounting periods following the period in which such reserves were initially established.
2. Artist shall be deemed to have consented to all royalty statements rendered by Company to Artist, and they shall not be subject to any objection by Artist for any reason, unless specific objection in writing, stating the basis thereof, is given by Artist to Company within two (2) years from the date the statement is rendered to Artist (the “Objection Period”). Any action, suit, or proceeding action relating to any royalty statement (rendered hereunder) must be commenced by the Artist within one (1) year after expiration of the Objection Period for that statement.
3. Company shall maintain books of account concerning the sale, distribution, and exploitation of Records and Masters made hereunder. A certified public accountant or attorney on Artist’s behalf may, at Artist’s expense, once per calendar year, examine Company’s books as same pertain to the sale, distribution, and other exploitation of Records hereunder, at Company’s office, during usual business hours and upon no less than thirty (30) days’ prior written notice. Company’s books relating to activities during any accounting period may only be examined as aforesaid during the Objection Period.
4. Royalties hereunder for sales and licenses derived from sources outside the United States shall be computed in the national currency in which Company is paid therefor, shall be credited to Artist’s royalty account hereunder at the same rate of exchange as Company is paid or credited, and shall be proportionately subject to any foreign income, withholding, added value, transfer, or comparable taxes which may be imposed upon Company’s royalties for those sales and licenses. If Company cannot collect payment in the United States in U.S. Dollars, Company shall not be required to account to you for the sale, except as provided in the next sentence. Company shall, at your request and at your expense, deduct from the monies so blocked, and deposit in a foreign depository, the equivalent in local currency of the royalties which would be payable to you on the foreign sales concerned, to the extent such monies are available for that purpose, and only to the extent to which your royalty account is then in a fully recouped position. All such deposits shall constitute royalty payments to you for accounting purposes. To the extent possible, Company will allow you to select the foreign depository referred to in this paragraph (d).
5. Company shall have the right to deduct from any amounts payable to Artist hereunder (1) such portion thereof as may be required to be deducted by any governmental authority, and (2) any amount payable by Company with respect to Artist’s royalties under any union or guild agreement applicable to the Records and Masters hereunder. Artist agrees to execute and deliver promptly to Company such forms and other documents that may be required in connection with this paragraph.
6. In the event Company makes any claim, or brings any action, suit, or proceeding, that recovers any sums with respect to any Master, and in the event royalties are payable to Artist under this Agreement from such sums received by Company, all costs and expenses of such recovery (including, without limitation, reasonable attorneys’, accounting, and auditing fees and expenses) shall be deducted from the gross sums so recovered.

Notices

Except as otherwise specifically provided herein, all notices under this Agreement shall be in writing and shall be given by courier or other personal delivery, by overnight delivery by an established overnight delivery service (e.g., Federal Express, Airborne Express, DHL, or United Parcel Service), or by registered or certified mail, return receipt requested, at the applicable address below, or at a substitute address designated by written notice by the party concerned.

• TO YOU AT: ___________________________________________
• WITH A COURTESY COPY TO: ____________________________
• TO COMPANY AT: _______________________________________
• WITH A COURTESY COPY TO: ____________________________

Notices shall be deemed given when mailed or deposited into the custody of an overnight delivery service for overnight delivery, or, if personally delivered, when so delivered, except that a notice of change of address shall be effective only from the date of its receipt.

Licenses for Musical Compositions

1. Artist hereby grants to Company an irrevocable license under copyright to reproduce each Controlled Composition for uses as contemplated hereunder. Company shall pay Mechanical Royalties on Controlled Compositions at 100% of the respective minimum statutory rates (without regard to playing time) for the United States and Canada, determined at the date effective on the earlier of (i) the date such Masters are Delivered to Company hereunder or (ii) the date such Masters are required to be Delivered to Company hereunder, as applicable.
2. There shall be an aggregate Mechanical Royalty cap of twelve (12) times such rate per Album; two (2) times such rate per Single; three (3) times such rate per Twelve-inch Single; and five (5) times such rate per EP. To the extent that the aggregate Mechanical Royalty rate would exceed the cap in any Record, the excess will be deducted from any and all monies payable hereunder including without limitation, the Mechanical Royalties payable for the Controlled Compositions recorded under this Agreement. If a Composition recorded hereunder is embodied more than once on a particular Record, Company shall pay Mechanical Royalties in connection therewith at the applicable rate for such Composition as though the Composition were embodied thereon only once. All Mechanical Royalties payable hereunder shall be paid on the basis of Net Sales of Records hereunder for which royalties are payable pursuant to this Agreement. No Mechanical Royalties shall be paid on Records described in subparagraph 8(j). Company may maintain reasonable reserves with respect to payment of Mechanical Royalties. Notwithstanding anything to the contrary contained herein, Mechanical Royalties payable in respect of Controlled Compositions for sales of Records for any use described in subparagraphs 8(d), 8(e), and 8(i) shall be seventy-five percent (75%) of the otherwise applicable rate in the United States or Canada, as the case may be. Any assignment of the ownership or administration of copyright in any Controlled Composition shall be made subject to the provisions hereof and any inconsistencies between the terms of this Agreement and mechanical licenses issued to and accepted by Company shall be determined by the terms of this Agreement. If any Single, Maxi-Single, EP, or Album contains Compositions which are not Controlled Compositions, you will obtain for Company’s benefit mechanical licenses covering such Compositions on the same terms and conditions applicable to Controlled Compositions pursuant to this paragraph 11.
3. In respect of all Controlled Compositions, Company is hereby granted the irrevocable perpetual worldwide right to reprint the lyrics on the jackets, sleeves, and other packaging of Records derived from Masters hereunder. Company is hereby granted the irrevocable right throughout the Territory to recreate the title and/or lyrics to any Composition embodied in a Recording delivered hereunder in the so-called “text mode” of digital compact cassettes, interactive compact discs, or any other New Technology Configuration embodying such Recording, without payment to any person or entity. If Company is required to pay any monies for the exercise of any of the rights granted to it under this subparagraph 11(c), then Company shall have the right to demand reimbursement, therefore from you and Artist (and you and/or Artist shall immediately make such reimbursement) and/or the right to deduct such costs from any monies payable under this Agreement or any other agreement for Artist’s services.
4. In respect of all Controlled Compositions performed in Videos, Company is hereby granted an irrevocable perpetual worldwide license to record, synchronize, and reproduce such Compositions in such Videos and to distribute and perform such Videos including, without limitation, all Audiovisual Records thereof, and to authorize others to do so. In addition, in respect of all Controlled Compositions performed in Webcasts, Company is hereby granted an irrevocable perpetual worldwide license to record, synchronize, and reproduce such Compositions in such Webcasts, and to distribute and perform such Webcasts and to authorize others to do so. Company will not be required to make any payment in connection with the uses referred to in the immediately preceding two sentences, and those licenses shall apply whether or not Company receives any payment in connection with those uses. Notwithstanding the immediately preceding sentence, following Company’s full recoupment of all costs in connection with a Video, Company shall negotiate in good faith with you regarding a royalty to be paid prospectively with respect to Controlled Compositions embodied in such Video in connection with the commercial exploitation of such Video. Simultaneously with your and Company’s selection of creative elements of each Video produced hereunder, you shall furnish Company with a written acknowledgment from the person(s) or entity(ies) controlling the copyright in each non-Controlled Composition to be embodied in any Video confirming the terms upon which said person(s) or entity(ies) shall issue licenses in respect thereof and in respect of Webcasts. Upon Company’s request therefore, you shall cause said person(s) or entity(ies) to forthwith issue to Company (and its designees) licenses containing said terms and such other terms and conditions as Company (or its designees) may require. Royalties in connection with licenses for the use of non-Controlled Compositions pertaining to Videos and Audiovisual Records are included in the royalties set forth in paragraph 17 hereof. If the copyright in any Controlled Composition is owned or controlled by anyone else, you will cause that person, firm, or corporation to grant Company the same rights described in this paragraph 11, on the same terms.

Events of Default

1. In the event Artist fails to fulfill any of Artist’s recording commitments hereunder in accordance with all of the material terms and conditions of this Agreement, then, in addition to any other rights or remedies available to Company, Company shall have the right, upon notice to Artist at any time prior to the expiration of the then current Contract Period (i) to terminate this Agreement without further obligation to Artist as to unrecorded or unfinished Masters or Video Masters, or (ii) to extend the then current Contract Period for the duration of such default plus one hundred and fifty (150) days, with the times for the exercise by Company of its options to extend the Term and the dates of commencement of subsequent Option Periods deemed extended accordingly. Company’s obligations hereunder, other than the obligation to pay earned royalties to Artist, shall be suspended for the duration of any such default. The provisions of this subparagraph shall not result in an extension of the Term for a period in excess of the period permitted by applicable law, if any, for the enforcement of personal service contracts.
2. Company reserves the right, at its election, to suspend the operation of this Agreement for the duration of any of the following contingencies, if, by reason of any such contingency, Company is materially hampered in the performance of its obligations under this Agreement or its normal business operations are delayed or become impossible or commercially impracticable: Act of God, fire, catastrophe, labor disagreement, acts of government, its agencies or officers, any order, regulation, ruling, or action of any labor union or association of artists, musicians, composers, or employees affecting Company or the industry in which it is engaged, delays in the delivery of materials and supplies, or any other cause beyond Company’s control. No suspension under this subparagraph shall exceed six (6) months during any Contract Period unless such contingency is industry-wide, in which event Company shall have the right to suspend the applicable Contract Period for the duration of such contingency.
3. If Company refuses without cause to allow you to fulfill your Recording Commitment for any Contract Period and if, not later than sixty (60) days after that refusal takes place, you notify Company of your desire to fulfill such Recording Commitment, then Company shall permit you to fulfill said Recording Commitment by notice to you to such effect, such notice to be given, if at all, within forty-five (45) days of Company’s receipt of your notice. Should Company fail to give such notice as aforesaid, you shall have the option to terminate the Term by notice given to Company within thirty (30) days after the expiration of the forty-five (45) day period; on receipt by Company of such notice, the Term shall terminate and all parties will be deemed to have fulfilled all of their obligations hereunder except those obligations that survive the end of the Term (e.g., warranties, Re-Recording Restrictions, rights of approval, and obligation to pay royalties), and you shall have no other remedy for such refusal without cause by Company to allow you to fulfill your Recording Commitment.

Injunctive Relief

Artist expressly acknowledges that Artist’s services hereunder are of a special, unique, and intellectual character which gives them a peculiar value, and that in the event of a breach or threatened breach by Artist of any term, condition, or covenant hereof, Company shall incur immediate irreparable injury. Artist expressly agrees that Company shall be entitled to injunctive and other equitable relief, as permitted by law, to prevent a breach or threatened breach of this Agreement by Artist, which relief shall be in addition to any other rights or remedies, for damages or otherwise, available to Company.

Collective Bargaining Agreements

During the Term, Artist warrants and represents that, if Company so requests, Artist shall become and remain a member in good standing of any labor unions with which Company may have agreements lawfully requiring such union membership, including, but not limited to, the American Federation of Musicians and the American Federation of Television and Radio Artists.

Warranties and Representations: Indemnities

1. You and Artist warrant and represent that: (i) Artist is over the age of eighteen (18) and neither you nor Artist is under any disability, restriction, or prohibition, whether contractual or otherwise, with respect to your right to execute this Agreement or your and Artist’s rights to perform its terms and conditions. Without limiting the foregoing, you specifically warrant and represent that no prior obligations, contracts, or agreements of any kind undertaken or entered into by Artist, will interfere in any manner with the complete performance of this Agreement by Artist or with Artist’s right to record any and all compositions hereunder.

    You further warrant and represent that Company shall not be required to make any payments of any nature for, or in connection with, the rendition of your or Artist’s services or the acquisition, exercise, or exploitation of rights by Company pursuant to this Agreement, except as specifically provided herein. As of the date hereof, Artist is not a resident of the State of California. Artist shall notify Company immediately in the event that Artist becomes a resident of the State of California. (ii) (1) Artist shall enter into a valid and binding contract with each producer (each, a “Producer Contract”) prior to the rendering of each such producer’s services hereunder. Each Producer Contract shall grant to Artist all rights necessary for Artist to fulfill all of Artist’s obligations hereunder. Artist will fully and promptly perform its obligations under the Producer Contracts. Without limitation of the foregoing, Artist shall cause each producer to execute and deliver a document in the form of Exhibit A prior to commencement of recording of the applicable Master. If Artist does not enforce any of Artist’s rights under a Producer Contract, Company may without limitation of Company’s rights enforce such rights in Artist’s name and/or the name of Company. If Artist breaches any Producer Contract, then Company may cure such breach on Artist’s behalf and at Artist’s expense. No modification of or amendment to a Producer Contract will be made which would directly or indirectly diminish any of Company’s rights hereunder. Artist will upon Company’s request furnish Company with a complete copy of any or all Producer Contracts and/or any modification of the Producer Contracts.

2. You shall be solely responsible for and shall pay promptly all monies becoming payable to Artist, each individual producer of Recordings hereunder and all other parties rendering services on or in connection with such Recordings, both in connection with such individuals’ services and also the exploitation by Company and its designees of the results of such services; provided that Company shall, in accordance with all of the terms hereof, pay Mechanical Royalties becoming payable to the copyright proprietors of Compositions embodied on Masters and monies required to be paid to the AFM. Music Performance Trust Fund and Phonograph Record Manufacturers Special Payments Fund in connection with the manufacture and sale of Records derived from Masters.
   1. (i)  No materials, or any use thereof, will violate any law or infringe upon or violate the rights of any third party. “Material,” as used herein, includes:
   2. (ii)  all musical compositions and other intellectual property, embodied in the Masters,
   3. (iii)  the name_________as used in connection with the Masters, and
   4. (iv)  all other ideas, other intellectual property or elements contained in or used in connection with the Masters, or the packaging, sale, distribution, advertising, publicizing, or other exploitation of Records embodying the Masters.
   5. (v)  No changes in the individuals comprising Artist will be made without Company’s prior written consent. Neither you nor Artist shall have the right, so long as this Agreement is in effect, to assign Artist’s professional name as mentioned on page 1 hereof or any other name(s) utilized by Artist in connection with Masters or to permit the use of said name(s) by any other individual or group of individuals without Company’s prior written consent, and any attempt to do so shall be null and void and shall convey no right or title. You hereby warrant and represent that you are and shall be the sole owner of all such professional name(s), and that no other person, firm, or corporation has the right to use said name(s) or to permit said name(s) to be used in connection with Records, and that you have the authority to grant Company the exclusive right to use said name(s) in the Territory in accordance with all of the terms and conditions of this Agreement, and Company shall have the exclusive right to use said professional name as aforesaid.
   6. (vi)  Except as otherwise specifically set forth in this Agreement, during the Term, Artist shall not perform for the purpose of making Records for anyone other than Company for use in the Territory and neither you nor Artist shall authorize the use of Artist’s name, likeness, or other identification for the purpose of distributing, selling, advertising, or exploiting Records for anyone other than Company in the Territory.
   7. (vii)  Artist shall not perform any Composition recorded hereunder for anyone other than Company for use in the Territory on Records for a period of (i) five (5) years after the initial date of release of the respective Record containing such selection or (ii) two (2) years after the expiration or other termination of the Term, whichever is later (“Re-recording Restriction”).
   8. (viii) The Masters made and/or Delivered hereunder shall be produced in accordance with the rules and regulations of the American Federation of Musicians, the American Federation of Television and Radio Artists, and all other unions having jurisdiction. All persons rendering services in connection with such Masters shall fully comply with the provisions of the Immigration Reform Control Act of 1986 and any other applicable laws.
   9. (ix)  There exist no previously recorded Recordings embodying Artist’s performances except those that have been sold, transferred, or otherwise assigned to Company.

1. c. (i) Artist agrees to and does hereby indemnify, save, and hold Company harmless of and from any and all liability, loss, damage, cost, or expense (including without limitation reasonable attorneys’ fees) arising out of or connected with any breach, threatened breach, or alleged breach of this Agreement or any claim which is inconsistent with any of the warranties or representations made by you or Artist in this Agreement, provided that such claim has been settled with Artist’s consent, or has been reduced to final judgment. Artist agrees to reimburse Company on demand for any payment made or incurred by Company with respect to any liability or claim to which the foregoing indemnity applies. Pending final determination of any claim involving such alleged breach or failure, Company may withhold sums due Artist hereunder in an amount reasonably related to the amount of such claim.
    If no action is filed within one (1) year following the date on which such claim was first received by Company, Company shall release all sums withheld in connection with such claim, unless Company, in its reasonable business judgment, believes an action will be filed thereafter. Notwithstanding the foregoing, if, after such release by Company of sums withheld in connection with a particular claim, such claim is reasserted, then Company’s rights under this paragraph will apply in full force and effect. Artist shall have the right to participate in the defense of any action instituted on a claim for which Artist is responsible to indemnify Company, with counsel of Artist’s choice and at Artist’s expense; however, Company shall have the right at all times to maintain control of the conduct of the defense.

1. (ii) Notwithstanding anything to the contrary contained herein, Company shall have the right to settle without your consent any claim involving sums of Seven Thousand Five Hundred Dollars ($7,500) or less, and this indemnity shall apply in full to any claim so settled; if you do not consent to any settlement proposed by Company for an amount in excess of Seven Thousand Five Hundred Dollars ($7,500), Company shall have the right to settle such claim without your consent, and this indemnity shall apply in full to any claim so settled, unless you post a surety bond with a surety acceptable to Company in its sole discretion. The surety bond must name Company as the beneficiary and assure prompt, unconditional payment to Company of all expenses, losses, and damages (including without limitation costs and reasonable attorneys’ fees) that Company may incur in connection with said claim.

Approvals

Whenever in this Agreement Artist’s approval is required, it shall not be unreasonably withheld or delayed. Artist must send written notice of approval or disapproval within five (5) days after Artist receives Company’s request for the approval. Failure to give due notice of approval or disapproval shall be deemed to be approval.

Videos

1. Company shall have the right to require Artist to perform at such reasonable times and places as Company designates for the production of Video Masters featuring Artist’s performances of Compositions embodied in the Masters and Artist agrees to perform to the best of Artist’s ability thereon. Company shall be the exclusive owner throughout the Territory in perpetuity of such Video Masters and all rights therein, including, without limitation, all copyrights and renewal of copyrights with respect thereto, and the right to use and exploit such Video Masters in any and all forms and media. Company will consult with Artist with respect to the budget, producer, director, and storyboard for each Video Master produced hereunder, but Company shall make the final decisions thereon.
2. Company shall pay all Video production costs incurred in connection with the Videos consistent with the approved production budget. All sums paid by Company in connection with the production of the Video Masters shall constitute Advances to be charged against and recouped from Artist’s royalties (excluding Mechanical Royalties) under this Agreement, subject to the following sentence. Fifty percent (50%) of the aggregate amount of Video production costs shall not be recoupable from royalties payable pursuant to paragraph 8 above, but shall nevertheless be one hundred percent (100%) recoupable from Video royalties hereunder. All Video production costs in excess of the approved budget that have been incurred due to your or Artist’s acts or omissions shall be your sole responsibility, and you hereby agree to forthwith pay and discharge all such excess costs. In the event that Company agrees to pay any such excess costs on your behalf, you shall, upon demand, reimburse Company for such excess costs or in lieu of requesting reimbursement, Company may deduct such excess costs from any monies otherwise due you under this Agreement or any other agreement between you or Artist and Company or its affiliates (including without limitation Mechanical Royalties). In the event that Artist fails to appear at locations and/or on dates which have been mutually approved by you and Company, without reasonable excuse, the costs of cancellation of the shoot shall be fully deductible from all monies payable to you under this or any other agreement between you or Artist and Company or its affiliates (including without limitation Mechanical Royalties).
3. In the event that Company decides to commercially release any Video Masters produced hereunder for sale, Company and Artist shall negotiate in good faith an artist royalty payable to Artist hereunder in connection with such sales of such Video Masters. Any such artist royalty negotiated with respect to sales of Video Masters hereunder is inclusive of any third-party payments (including without limitation any payments to music publishers with respect to non-Controlled Compositions) required to be made by Company in connection with the manufacture and commercial exploitation of Video Masters hereunder.

Marketing and Publicity

1. Artist shall be available from time to time to appear for photography, poster, and cover art, and the like, under the direction of Company or its nominees and to appear for interviews with representatives of the communications media and Company’s publicity personnel.
2. Artist shall be available from time to time at Company’s request to perform for the purpose of recording for promotional purposes by means of film, videotape, or other audiovisual media performances of Compositions embodied on Masters.

Group Provisions

Artist’s obligations under this Agreement are joint and several. All references in this Agreement to “Artist” include all members of the Group, inclusively, and each member individually, unless otherwise specified. If any member of the Group ceases to perform as a member of the Group, that member will be deemed to be a “Leaving Member” and the following shall apply in that circumstance:

1. The remaining members of Artist will notify Company within thirty (30) days after a member has left, that a member has left, and the Leaving Member will be replaced by a new member, if Artist and Company so agree, to be substituted as a party to this Agreement in the place and stead of the Leaving Member. Artist agrees to cause the new member (and any new member joining the Group after the date hereof, even if not replacing a Leaving Member) to execute and deliver to Company such instruments as Company may require to accomplish that substitution (hereinafter collectively referred to as the “Substitution Instruments”). Thereafter, the Leaving Member will have no further obligation to perform under this Agreement but will continue to be bound by the other provisions of this Agreement, and Company will continue to have the right to use the name of the Group (and any other name hereafter used for the Group) pursuant to this Agreement. Artist agrees that no person will be permitted to perform in place of the Leaving Member under this Agreement unless that performer has executed and delivered to Company his/her Substitution Instruments. Company will continue to have the right to use the name of the Group (and any other name hereafter used for the Group). No Leaving Member will make any use of the Group’s name in any circumstances, nor authorize or permit anyone other than Company to use or trade upon the Group’s name for any purpose. For the avoidance of doubt, it is specifically agreed that the Leaving Member shall not make or authorize any reference to the Group’s name for or in connection with the Leaving Member’s performances, live or recorded or taped or filmed, nor make or authorize any reference in any packaging of phonorecords or videograms, any artwork or stickers used in connection with phonorecords or videograms, or any advertising, marketing, promotion, or publicity in connection with phonorecords or videograms.
2. Company will have the right to terminate the Term with respect to the remaining members of the Group by notice to be given to Artist at any time before expiration of ninety (90) days after Company’s receipt of the notice referred to in subparagraph (a) above. In the event of such termination, all members of the Group will be deemed to be Leaving Members as of the date of such termination notice, and subparagraph (c) will apply to all of them, collectively or individually as Company may elect.
3. Artist grants to Company an option to engage the exclusive recording services of each Leaving Member (hereinafter referred to as a “Leaving Member Option”). Each Leaving Member Option may be exercised by Company at any time within ninety (90) days after Company’s receipt of notice under subparagraph (a), or within ninety (90) days after the date of Company’s termination notice pursuant to subparagraph (b) above, whichever shall be later. If Company exercises a Leaving Member Option, the Leaving Member concerned will be deemed to have entered into a new agreement with Company containing the same provisions as this Agreement, except as follows:
   1. (i)  The new agreement will apply only to that Leaving Member, and all references to “Artist” in that new agreement will be deemed to refer to the Leaving Member;
   2. (ii)  The term of the new agreement will commence on the date Company exercises that Leaving Member Option and may be extended by Company (exercisable in the same manner as provided in paragraph 2 above) for the same number of Option Periods that remained under paragraph 2 hereof at the time Company exercises that Leaving Member Option (but Company shall have at least 2 such Option Periods in any event);
   3. (iii)  The Recording Commitment for each Contract Period of such Term shall be one (1) Album;
   4. (iv)  If Artist’s royalty account under this Agreement in an unrecouped position at the date Company exercises a Leaving Member Option, a pro-rata portion of the amount of that unrecouped balance will be recoupable from the royalties payable by Company under the new agreement. That portion shall be determined by a fraction, the numerator being one and the denominator being the number of members constituting the Artist prior to Company’s receipt of the notice referred to in subparagraph (a) above (e.g., 25% of that unrecouped balance if there are 4 members of Artist and one of them becomes a Leaving Member for whom Company has exercised a Leaving Member Option). To the extent that unrecouped portion is recouped under the new agreement, it shall be credited toward recoupment under this Agreement, and to the extent that unrecouped portion is recouped under this Agreement it shall be credited toward recoupment of charges against royalties under the new agreement.
   5. (v)  As to any Leaving Member who has a songwriter’s agreement or copublishing agreement with Company or any of Company’s affiliates, the term of that agreement shall be coterminous with the new recording agreement, as same shall be substituted for, extended, and renewed.

Definitions

For the purposes of this Agreement, the following definitions and terms shall be:

1. Advance—a prepayment of royalties. Company may recoup Advances from all royalties to be paid or accrued to or on behalf of Artist pursuant to this Agreement. Mechanical Royalties shall not be chargeable in recoupment of any Advances unless otherwise expressly provided.
2. Album—one (1) or more audio-only Records, at least forty-five (45) minutes in playing time and embodying at least ten (10) Masters of different compositions sold in a single package.
   • Mid-Price Album or Record—a Record which is sold by Company or its Principal Licensee(s) at a price that is below Company’s or the applicable Principal Licensee’s then-prevailing top-line suggested retail list price, which price is consistently applied by Company to such Records and which Records are sold by Company or its Principal Licensee(s) as mid-priced Records.
   • Multiple Record Set—two or more Records packaged and/or marketed as a single unit.
   • Budget Album or Record—A Record which is sold by Company or its Principal Licensee(s) at a price which is below Company’s or the applicable Principal Licensee’s then-prevailing top-line suggested retail list price, which price is consistently applied by Company to such Records and which Records are sold by Company or its Principal Licensee(s) as budget Records.
   • Single—a vinyl, audio-only Record not more than seven (7) inches in diameter, or the equivalent in non-vinyl configurations.
   • Twelve-Inch Single—an audio-only record, which contains not more than four (4) Recordings of different compositions.
   • Extended Play Record or EP—an audio-only Record embodying thereon either five (5) Masters or six (6) Masters, but does not constitute an Album.
   • Audiovisual Record—a record that embodies, reproduces, transmits, or otherwise communicates visual images, whether or not the interaction of a consumer is possible or necessary for the visual images to be utilized or viewed.
3. Base Price—for Records and Audiovisual Records, the Suggested Retail List Price. “Royalty Base Price” is the Base Price less all excise, sales and similar taxes included in the Base Price and less the applicable Container Charges and less distributors’ discounts and rebates, if any.
4. Container Charge—the applicable percentages of the Base Price specified below for sales by Company:
   1. (i)  Analog cassette Records—twenty percent (20%);
   2. (ii)  Compact disc Records and Records in all other configurations—twenty-five percent (25%);
   3. (iii)  Analog vinyl Records—twenty-five percent (25%); and
   4. (iv)  Electronic phonorecord delivery—no deductions.
5. “Controlled Composition”—a composition wholly or partly written, or directly or indirectly owned or controlled, by Artist or a producer of Masters or by any representative of Artist or a producer hereunder.
6. “Digital Download”—a type of record by which a Master is transmitted or otherwise communicated to a consumer on demand via digital distribution over the Internet which results in that particular Record being placed in storage on that consumer’s computer or other device such that the consumer owns the Record in perpetuity (as opposed to a limited rental or license). Company will not deduct a Container Charge from your portion of Digital Download royalties.
7. “Delivery,” “deliver,” or “Delivered”—the actual receipt by Company of completed, fully mixed, leadered, and edited Masters comprising the applicable Recording Commitment, technically and commercially satisfactory in Company’s opinion and ready for the manufacture of Records, together with all materials, consents, approvals, licenses, and permissions Artist is required to supply to Company hereunder.
8. “Master”—an individual sound Recording recorded hereunder that embodies Artist’s performance(s) as the featured recording artist(s).
   • “Video” or “Video Masters”—videocassettes, Videodiscs, or any other devices, now or hereafter known or developed (including, without limitation, any visual and/or audiovisual work using digital technology), that enable motion pictures and other audiovisual works that have a soundtrack substantially featuring the performances of Artist to be perceived visually, with sound, when used in combination with or as part of a piece of electronic, mechanical, or other apparatus.
9. “Mechanical Royalties”—royalties payable to any person for the right to reproduce and distribute copyrighted compositions on Records, including, without limitation, Audiovisual Records.
10. “Merchandise Rights”—any use, reproduction, or other exploitation in any manner, media, or formats of the name, photographs, likenesses, biographical material, trademarks, and/or any other identification utilized by you (other than in connection with Records hereunder), including, without limitation “fan clubs,” any products, endorsements, sponsorships, and/or the sale of merchandise (e.g., T-shirts and other apparel, caps, posters, biographical books).
11. “Net Amount Received”—the gross, earned, non-returnable amount received by Company (excluding royalties that are based upon a percentage of a retail or wholesale or other price and excluding advances against such royalties), less any out-of-pocket costs or expenses which Company is contractually required to make to third parties, including, but not limited to, payments to a trustee or fund to the extent required by any agreement between Company and any labor organization or trustee, and less Mechanical Royalty payments. An example of a Net Amount Received is an earned payment (not an advance) under a flat fee license or flat rate license.
12. “Net Royalty Receipts”—company’s gross, earned royalty receipts less any out-of-pocket costs or expenses which Company is contractually required to make to third parties, and less any amounts included in the receipts that are for payments to a trustee or fund required by any agreement between Company or Artist and any labor organization or trustee, and less Mechanical Royalty payments.
13. “Net Sales”—eighty-five (85%) percent of Gross Sales of Albums, and seventy (70%) percent of Gross Sales of Singles and EPs, sold, paid for, and not returned. “Free goods” that are given by Company or Company’s distributor in lieu of discounts shall be included in “Gross Sales” under this paragraph, except for additional free goods given by Company or its distributor pursuant to special “impact” marketing programs of limited duration.
14. “New Technology Configurations”—records in the following configurations: mini-discs, digital compact cassettes, digital audio tapes, DVD, laser discs, CD-ROM, and other Records embodying, employing, or otherwise utilizing any non-analog technology (whether or not presently existing or hereafter created or developed), but specifically excluding audio-only compact discs.
15. “Record”—any form of reproduction, transmission, or communication of Recordings, now or hereafter known, manufactured, distributed, transmitted, or communicated primarily for home use, school use, juke box use, or use in means of transportation, including, without limitation, Records embodying or reproducing sound alone and Audiovisual Records.
16. “Recording”—every recording of sound, whether or not coupled with a visual image, by any method and on any substance or material, or in any other form or format, whether now or hereafter known, which is used or useful in the recording, production, and/or manufacture of Records or for any other commercial exploitation.
17. “Recording Costs”—all amounts paid or incurred in connection with the production of Masters hereunder. Recording Costs include, without limitation, all union scale payments required to be made to the Artist in connection with Masters recorded hereunder, all costs of instrumental, vocal, and other personnel in connection with the recording of the Masters, travel, rehearsal, and equipment rental expenses, per diems, advances to producers, studio and engineering charges and personnel, all other amounts required to be paid pursuant to any applicable law or any collective bargaining agreement between Company and any union representing persons who render services in connection with the Masters, and all costs of mixing, remixing, mastering, and re-mastering. Recording Costs do not include the costs of producing metal parts, but include all studio and engineering charges or other costs incurred in preparing Masters for the production of metal parts and/or final production Masters. (Metal parts include lacquer, copper, and other equivalent masters.)
18. “Suggested Retail List Price”—(i) with respect to Records sold for distribution in the United States, Company’s suggested retail list price in the United States during the applicable accounting period for the computation of royalties to be made hereunder, it being understood that a separate calculation of the suggested retail list price shall be made for each price configuration of Phonograph Records manufactured and sold by Company; and (ii) with respect to Records sold hereunder for distribution outside the United States, Company’s or its licensees’ suggested or applicable retail price in the country of manufacture or sale, as Company is paid, or, in the absence in a particular country of such suggested retail list price, the price as may be established by Company or its licensee(s) in conformity with the general practice of the recording industry in such country, provided that Company shall not be obligated to utilize the price adopted by the local mechanical copyright collection agency for the collection of Mechanical Royalties. Notwithstanding anything to the contrary contained herein, (A) the Suggested Retail List Price for premium Records shall be Company’s actual sales price of such Records and (B) the Suggested Retail List Price with respect to Videos manufactured and distributed by Company shall be Company’s published wholesale price as of the commencement of the accounting period in question.
19. “Territory”—the Universe.
20. Sales “through normal retail distribution channels”—sales made to retail stores, or for resale to retail stores, through Company’s record distributors, or, outside the United States, through Company’s foreign licensees, or by Company itself, to retail stores or for resale to retail stores.

Assignment

Company shall have the right to assign this Agreement in whole or in part to any subsidiary, parent company, or affiliate of Company or to any third party acquiring all or a substantial portion of Company’s assets or equity interests or pursuant to an initial public offering. Neither you nor Artist shall have the right to assign this Agreement.

Assignment of Publishing Interest in Recorded Songs

With respect to any and all musical compositions written in whole or in part by any or all members of Artist which is recorded and commercially released on any Master or Album recorded hereunder (a “Recorded Composition”), each such member of Artist hereby assigns and transfers to Company or its publishing designee, its successors and assigns, fifty percent (50%) of all of such Artist member’s right, title, and interest in and to each and every Recorded Composition, or portion thereof, as described above, for the entire Universe, including but not limited to such Artist member’s interest in the copyrights therein and any renewals or extensions thereof. Each Artist member agrees, upon Company’s request, to execute a publishing agreement with Company’s affiliated publishing company with respect to each such Recorded Composition, promptly following the recording thereof by Artist and commercial release of same on any Master or Album hereunder. The parties agree that Company’s affiliated publishing entity will administer and license 100% of such Recorded Composition.

Merchandising

In consideration for Company’s development of your name, brand, identity, and services as a recording and touring artist, you grant Company exclusive Merchandise Rights during the term of this Agreement. After deducting from gross income received from the sale of merchandise, the costs of manufacturing, shipping, and fulfillment, costs associated with a merchandise salesperson (if required) such as per diems, salary, transportation and lodging, insurance, venue or hall fees, product design fees, and other costs customarily associated with selling artist merchandise, the parties shall equally divide all net receipts. Company shall account to you monthly for your portion of net receipts, which shall not be subject to recoupment of Advances hereunder, other than advances that specifically constitute prepayment to you of a portion of your merchandise net receipts. Company, or its designee, shall maintain books and records for the purpose of verifying the accuracy of statements rendered by Company pursuant to this paragraph, which books and records are available for your examination upon reasonable notice and at Company’s principal office.

Confidentiality

Each of Artist and Company agree to keep strictly confidential the monetary terms of this Agreement; provided however that this restriction shall not apply to information which:

1. is required to be disclosed by law or by any order, rule, or regulation of any court or governmental agency; paragraph 25.
2. is disclosed to Artist’s or Company’s attorney(s) or manager(s) in the ordinary course of business so long as such persons have agreed to be subject to restrictions identical to those imposed upon Company and Artist under this provision.

Miscellaneous

1. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. No modification, amendment, waiver, termination, or discharge of this Agreement shall be binding upon Artist or Company unless confirmed by a written instrument signed by an authorized person of Company and Artist. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. All of Company and Artist’s rights, options, and remedies in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, option, or right available to Company. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, that provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality, or unenforceability without invalidating the remainder of that provision or any other provisions of this Agreement. It is agreed that all accountings and royalty payments required herein, and all grants made herein, shall survive and continue beyond the expiration or earlier termination of this Agreement. No breach of this Agreement by Company or Artist (except for Artist’s breach of the exclusivity provisions hereof) shall be deemed material unless notice is given specifying the nature of the breach and the recipient of the notice fails to cure such breach, if any, within thirty (30) days after receipt of the notice; notwithstanding the foregoing, Artist expressly acknowledges that Company may obtain injunctive relief hereunder immediately, and Company is not required to delay for thirty (30) days or any other period.
2. This Agreement is made in the State of Tennessee and its validity, construction, and performance shall be governed by the laws of the State of Tennessee applicable to agreements made and to be entirely performed in Tennessee, without regard to any conflicts of laws principles. The Federal and State courts in Davidson County shall have exclusive jurisdiction of any dispute arising under or concerning this Agreement. Service of process pursuant to this paragraph may be made, among other methods, by delivering the same via overnight mail or mailing by certified air mail, return receipt requested, in the same manner as giving other notices under this Agreement, and shall be effective upon sending the process. Such service is deemed to have the same force and effect as personal service within the State of Tennessee.
3. This Agreement has binding legal effect, and grants certain exclusive rights to Company for Artist’s services. Artist acknowledges that Company has requested Artist to consult with and be represented by an attorney who is knowledgeable about the subject of this Agreement and the record and music and entertainment industries, to be advised about the content and effect of the provisions of this Agreement, and to follow Artist’s attorney’s advice about entering into this Agreement.
4. This Agreement shall not become effective until it is executed by all parties.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

COMPANY: ____________________________

By: ____________________________________

ARTIST: _______________________________

By: ____________________________________

Date: __________________________________

This AGREEMENT (the “Agreement”) made and entered into the _______ day of _____, ______ by and between ___________________________ (referred to as “Artist” or “your”), whose address is __________________ and ________________ (“Manager”), whose address is ____________________________.

WHEREAS, Artist wishes to obtain Manager’s exclusive advice, guidance, counsel, and direction to promote and develop Artist’s Career as defined herein; and

WHEREAS, Manager wishes to provide such services on the terms and conditions set forth herein.

NOW, THEREFORE IN CONSIDERATION of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Term

The initial term of this Agreement (the “Initial Term”) shall be for a period of two (2) years commencing on the date first written above, and terminating as of the end of the last day of the second year thereafter. Artist hereby grants to Manager three (3) additional one-year option periods (each year referred to as the “Option Period”) automatically exercisable by Manager unless Manager on or before the end of the preceding Initial Term and/or Option Period, whichever is applicable, notifies the Artist in writing of its desire to terminate this Agreement.

Personal Manager’s Services

Throughout the Term of this Agreement, Manager agrees

• To advise, guide, direct, and counsel Artist in any and all matters pertaining to employment, publicity, public relations, advertising, the selection of musical material, and all other matters pertaining to Artist’s Career which are not specifically excepted herein.
• To advise, guide, direct, and counsel Artist with relation to the adoption of the proper format for presentation of Artist’s talents in the determination of proper style, mood, setting, and characterization in keeping with Artist’s talent and best interest.
• To advise, guide, direct, and counsel Artist in the selection of artistic talents to assist, accompany, or embellish Artist’s artistic presentation.
• To advise, guide, direct, and counsel Artist concerning compensation and privileges for his talent and similar artistic talent.
• To advise, guide, direct, and counsel Artist concerning the selection of booking agencies, artists’ agents, artists’ managers, and persons, firms, and corporations who will counsel, advise, seek, and procure employment and engagements for Artist.
• As pertinent to Artist’s Career, to advise, guide, direct, and counsel with regard to general practices in the entertainment, music, and recording fields and with respect to compensation and terms of contracts related thereto.
• To advise, guide, direct, and counsel Artist regarding hiring publicists, marketing consultants, advertising agencies, and similar consultants and service providers hired to further Artist’s Career.
• To meet with Artist when reasonably requested by Artist.

For purposes of this Agreement, “Artist’s Career” shall mean and refer to Artist’s career worldwide in the entertainment and related businesses, including without limitation, work done by Artist in the recording, acting, literary, theatrical, music publishing, music composing, personal appearance, advertising, entertainment, amusement, music, music performance, music video, television, radio, motion picture, motion picture sound track, commercials, endorsements, video, Internet and merchandising fields, and otherwise related to Artist’s career in the entertainment field, as now known or hereinafter devised in which Artist’s artistic talents and/or name, voice, likeness, and/or public image are developed and exploited.

Non-Exclusivity and Territory

Manager’s services under this Agreement are nonexclusive. Manager shall at all times have the right to render the same or similar services to others whose talents may be similar to or may be in competition with Artist, as well as engage in any and all other business activities; however, Manager agrees to be reasonably available to render the services to Artist hereunder. Artist’s engagement of Manager under this Agreement is exclusive throughout the world.

Agencies and Publicity

Artist may from time to time enter into agreements with talent agencies, theatrical agencies, and employment agencies whose function and obligation shall be to procure employment and engagements for Artist. Any compensation (which Artist may be required to pay to these agencies) shall be at the sole cost and expense of Artist. If requested by Artist, Manager agrees to supervise and screen the selection and activity of such agency. All expenses of persons of companies specifically retained by Artist to do publicity, public relations, or other work on behalf of Artist shall be at the sole cost and expense of Artist.

Manager’s Authority

Consistent with the services Manager is engaged to provide as set forth herein, and subject to any specific limitations set forth in this Agreement:

Artist hereby grants to Manager the right to approve and permit any and all publicity and advertising and to approve and permit the use of Artist’s name, pre-approved photograph(s), pre-approved likeness(es), pre-approved voice, pre-approved sound effects, pre-approved caricature(s), and pre-approved artistic and musical materials, for purposes of advertising and publicity in the promotion and advertising of Artist’s products and services. Manager agrees to consult with Artist about tour plans and other activities on a regular basis. To the extent the foregoing requires Artist’s signature or written approval, Manager shall reasonably attempt to obtain Artist’s signature directly or via facsimile (considering Artist’s actual availability and the turnaround time with respect to the particular matter concerned), or Manager shall attempt to obtain Artist’s written approval via email which, solely if granted by Artist, shall confer in Manager the limited power of attorney to render the corresponding approval on behalf of Artist in respect of the particular matter concerned. In the event Manager makes any such decision with which Artist disagrees, then Artist’s decision controls and the parties agree to use their best efforts to implement Artist’s preference, as may be practical and reasonable under the circumstances then existing. Notwithstanding any other provision contained in this Agreement, Manager does not have the authority to execute or approve, and shall not execute or approve (pursuant to the authority granted to Manager in this paragraph 5 or otherwise) on behalf of Artist any recording, music, or book publishing, booking agency, video, endorsement, merchandising, or any other contract or agreement of any kind whatsoever, whether written or oral. Any such contract or agreement so executed or approved by Manager shall be null and void, and Manager indemnifies Artist with respect thereto. The authority granted to Manager pursuant to this paragraph 5 above is coupled with an interest and shall be irrevocable during the Term of this Agreement.

Receipt of Artist’s Compensation

Artist shall engage at its expense a business manager or appropriate bookkeeping personnel to receive all Gross Income for Artist and shall account and remit to Manager in each month when there is either Compensation or expenses due Manager out of Gross Income including the period provided for in Section 7(c) below. Such business manager or bookkeeping personnel shall be available to Manager during regular business hours to confirm the receipt of monies and the payment of expenses. At the request of Artist, Manager shall assist Artist in the selection of a business manager or bookkeeping personnel. Manager and Artist (or Artist’s business manager or appropriate bookkeeping personnel, as the case may be) shall keep accurate and complete books of account and records with respect to all amounts received by Artist and Manager in connection with Artist’s Career, which books may be inspected during regular business hours, by a certified public accountant designated either by Artist or Manager, upon reasonable notice to the other. Both Artist and Manager may audit up to three years at a time but may audit any given year only once. Each quarter during the Active Term and the period provided for in Section 7(c) below, Artist shall cause to be delivered to Manager a full statement of account showing the monthly Gross Income accruing to and received by Artist and any compensation and expense reimbursement due to Manager along with a payment for any additional amount due, if any, Manager may request, during the Active Term, monthly internal statements from Artist’s business manager or appropriate bookkeeping personnel and other information upon reasonable request.

Manager’s Compensation

Since the nature and extent of the success or failure of Artist’s Career cannot be predetermined the parties desire that Manager’s compensation be determined in such manner as will permit Manager to accept the risk of failure and to benefit from Artist’s success. Therefore, as compensation for Manager’s services, Artist agrees to pay Manager during and through the Term of this Agreement (and any modifications, extensions, replacements, renewals, or substitutions of this Agreement), the following in consideration of all of Manager’s services hereunder (“Fee”): a sum equal to fifteen percent (15%) of all Gross Income (as defined herein in the attached and incorporated Glossary) received or accrued (as of the last day of the Term) directly or indirectly by Artist or by any other person or entity on Artist’s behalf, including without limitation, Artist’s heirs, executors, administrators, and assigns, regarding Artist’s Career.

1. For purposes of this Agreement, “Gross Income” shall include, without limitation but subject to the exclusions stated in paragraph 7 of the Agreement, all of the following relating to Artist’s Career: salaries, earnings, fees, royalties, advances against royalties, merchandise, gifts (excluding bona fide gifts as defined by the Internal Revenue Code), bonuses, shares of profits, shares of stock, residuals, repeats or return fees, partnership interests, share of profits, percentages, and the total amount paid for a package television or radio program (live or recorded) or other entertainment package, received directly or indirectly by Artist or by any other person or entity on Artist’s behalf, including the aggregate amount paid to bands led by Artist (but only for Artist’s services in connection therewith). It is understood that, for purposes hereof, no expense, cost, or disbursement paid or incurred by Artist in connection with the receipt or earning of “Gross Income” (including salaries, shares of profits, or other sums paid to individuals participating in Artist’s presentations, recordings, videos, or other forms of performances) shall be deducted therefrom prior to the calculation of Manager’s compensation hereunder except only for the items excepted in paragraph 7(b) above. In the event that Artist receives, as all or part of his compensation for activities within Artist’s Career, stock or other equity interests, or the right to buy stock or other equity interests, in any corporation or entity or that Artist becomes the packager or owner of all or part of an entertainment property, whether as an individual proprietor, stockholder, partner, joint venture, or otherwise, Manager’s Compensation shall apply to said stock or equity, right to buy stock or equity, individual proprietorship, partnership, joint venture, or other forms of interest, and Manager shall be entitled to Manager’s Compensation thereof. Should Artist be required to make any payment for such interest, Manager will pay his percentage share of such payment, except if Manager does not want his Fee thereof, the reasonable value of such interest (taking into account Artist’s payment therefore) shall be deemed to be Gross Income for the purposes of this Agreement.
2. The following are specifically excluded from Gross Income: (i) tour support funds to the extent such funds cover reasonably incurred actual tour losses (or any tour support funds to the extent actually paid for or incurred on behalf of Artist by any record company or tour/live performances sponsor to cover tour/live performance losses); (ii) funds or other considerations, which are received by Artist or on Artist’s behalf and which are subsequently refunded to the payee (example: deposits received by booking agencies on live engagements which are not subsequently performed by Artist, and therefore the deposit must be refunded); (iii) funds which are paid by Artist or by third parties on Artist’s behalf to third parties which are expended on actual video cost, recording costs (including, but not limited to, those costs, expenditures, and advances remitted or defined as recording costs or the equivalent thereof in any recording agreement entered into by Artist), and production costs, writers and publishers, producer, mixers, engineers, studio facilities, and salaried musicians; (iv) sound and light, opening acts, support acts, each with respect to live performances or other personal appearances by Artist; (v) actual publisher, subpublisher, and administrator fees under agreements related to music publishing income; (vi) the expenses of Artist for engaging musical groups other than Artist in the entertainment industry to the extent Artist is a “packager” of an entertainment property but such expense shall not reduce Gross Income by more than the Gross Income created by such entertainment package unless Manager has approved such package arrangement in advance in writing (such approval not to be unreasonably withheld); (vii) union pension and welfare plan benefits paid to Artist and on Artist’s behalf with respect to recording sessions; (viii) verifiable reimbursed expenses; (ix) monies earned by Artist from passive investments; (x) gifts received by Artist to the extent not in lieu of compensation; and (xi) loans to Artist.
3. After the Term, Manager shall be paid, in lieu of the Fee, a sum (the “Post-Term Commission”) equal to fifteen (15%) percent of all Gross Income (except for items excluded under the paragraph 7 above) received or accrued by Artist for the first five (5) years after the Term has ended, which Post-Term Commission shall be reduced to ten (10%) percent for the five (5) years thereafter, and then further reduced to five (5%) percent for the next five years. For purposes of clarity, Manager shall not be entitled to any Post-Term Commission (or other compensation of any kind) beyond fifteen (15) years after the termination of this Agreement.

Personal Manager’s Expenses

In addition to the compensation provided in paragraph 7 above, Artist shall reimburse Manager for all reasonable expenses necessarily and actually incurred on Artist’s behalf directly in connection with Manager’s rendition of services under this Agreement during the Term including, but not limited to, overnight, certified or registered mail postage long distance telephone calls, facsimile transmissions, and travel expenses, but excluding office expenses and overhead. No Individual expense in excess of $500 shall be incurred by Manager without first having obtained Artist’s prior written consent. Reimbursable expenses in any month shall not exceed an aggregate of $1,000 without Manager having first obtained Artist’s prior written consent. Expenses shall only be reimbursed out of Gross Income actually earned by Artist from Artist’s Career. Artist agrees that, in the event that Manager renders any services under this Agreement to Artist outside of the metropolitan area in which Manager’s office is located, Manager shall be entitled to reimbursement from Artist for reasonable travel expenses (subject to applicable pre-approval hereunder). In the event that Manager must travel by air, Manager agrees to purchase airline tickets at the lowest fare available at the time of booking and, when applicable, for the same “class” that Artist travels (further subject to applicable pre-approval hereunder). All expenses charged or incurred by Manager shall be prorated with respect to Artist if Manager is simultaneously rendering services for or on behalf of other clients or parties. Subject to the foregoing, reimbursement of expenses shall be due Manager within thirty (30) days after receipt of itemized statements setting forth the nature and amount of each expense. During the Term of this Agreement and for a period of (3) years following, Manager agrees to keep and maintain reasonable documentation of each expense from which he requested reimbursement by Artist and all documentation shall be provided to Artist or his representative promptly after Artist’s reasonable request.

Expenses, Loans, and Advances

Except as otherwise stated herein, Artist shall be solely responsible for the payment of all expenses which may arise in connection with Artist’s Career, including, without limitation the cost of material, equipment, facilities, transportation, lodging and living expenses, costumes, makeup, promotion, publicity, accounting, and legal fees, and Manager shall not have any liability whatsoever in such connection and therefore, such expense shall not reduce Gross Income subject to Manager’s commission hereunder except only as set forth in paragraph 7 above. Manager shall not be obligated to lend to or advance money to Artist, but if it does so, Artist shall repay such amount(s) promptly from Gross Income (and only from Gross Income); Manager agrees to provide Artist a written tabulation of any such loan or advance actually made upon request by Artist.

Offers of Employment

Artist shall advise Manager of all offers of employment related to Artist’s Career submitted to Artist and will refer all inquiries concerning Artist’s Career to Manager, so that Manager may advise Artist whether they are compatible with Artist’s Career. Reciprocally, Manager shall inform Artist of any offers or prospective employment opportunities of or concerning Artist’s Career which Manager receives.

Career

Artist agrees at all times to attend to Artist’s Career, and to do all things reasonably necessary and desirable and consistent with this Agreement to promote Artist’s Career and earnings. With Manager’s advice, guidance, direction, and counsel, Artist shall at all times endeavor to engage and utilize proper theatrical agents and booking agents to obtain engagements and employment for Artist.

Notice of Breach

In order to eliminate misunderstandings between the Artist and Manager, Artist and Manager agree to advise each other in writing of the specific nature of any claimed breach of this Agreement. The party receiving such notice shall have thirty (30) days after the receipt of the notice in which to cure the claimed breach. The written notice shall be deemed a condition precedent to the commencement of any arbitration and shall be sent by certified mail, return receipt requested. Notice to Artist shall be given to the address set forth in the first paragraph of this Agreement, with a copy to Artist’s legal counsel, ____________________. Notice to Manager shall be given to the address set forth in the first paragraph of this Agreement, with a copy (which shall not constitute notice) to Manager’s legal counsel, ____________________.

Business Entities

Artist’s Career may be developed and exploited primarily through certain corporate, limited liability company or similar entities. Therefore, references herein to Artist, such as, without limitation, reference to income earned by Artist or received by Artist, shall be deemed to include the income earned or received by these entities. However, there shall be no double compensation hereunder, and therefore any distributions to Artist from such entities, including without limitation, dividends and salaries which are derived from gross revenues that have already been compensated hereunder, shall not be commissioned again upon payment to Artist.

Manager’s Other Businesses

Artist acknowledges that from time to time during the Term, either alone or with others, Manager or individuals or entities affiliated with Manager may act as promoter of an event at which Artist shall perform. Manager agrees that in any such arrangements Artist will be compensated in the same manner as if Manager or such individuals or entities affiliated with Manager were not involved in the promotion and after full and adequate disclosure of the circumstances; however, Manager agrees to waive the Fee and Post-Term Commissions in respect of any such events to avoid a conflict of interest hereunder.

Parties Free to Enter Into Agreement

Manager and Artist warrant that: they are under no disability restriction or prohibition with respect to their right to execute this Agreement and form its terms and conditions; no act or omission by either hereunder will violate any right or interest of any person or firm, or will subject either party to any liability, or claim of liability to any person or firm; and Artist warrants that he has the right to and shall collect any and all Gross Income derived from Artist’s Career. Manager and Artist agree to indemnify the other and to hold the other harmless against any damages, cost, expenses, fees (including reasonable attorneys’ fees) incurred by the other party in any third-party claim, suit or proceeding instituted against the other party in which any assertion is made which is inconsistent with any warranty, representation, or covenant of them provided such claim is finally adjudicated or settled with their consent (which consent shall not be unreasonably withheld).

Assignment

Manager shall not have the right to assign Manager’s rights or responsibilities under this Agreement to any entity without Artist’s prior written approval, which approval shall not be unreasonably withheld.

Reviews of Counsel

The Artist and Manager acknowledge that they have had an opportunity to retain independent counsel of their own choosing to review this Agreement and advise them regarding its terms and conditions.

Age

Artist represents and warrants that Artist has attained the age of eighteen (18) years.

Binding Effect

This Agreement shall be binding upon Artist and Manager, and, to the extent applicable, shall also be binding upon their heirs, executors, permitted successors, and permitted assigns.

Controlling Law

This Agreement shall be deemed to be executed in the State of Tennessee and shall be construed in accordance with the internal laws of the State of Tennessee.

Status of Parties

This Agreement shall not be construed to create a partnership or joint venture between Manager and Artist. Manager is an independent contractor hereunder.

Modification

No modification or alteration of this Agreement shall be valid unless it is made in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and date first written above.

ARTIST:	MANAGER:
______________________	_______________________
Date Signed	Date Signed