The parties agree as follows:
1.Exclusive Recording Services
Company agrees to employ Artist to make recordings, and Artist agrees to record exclusively on Company's label for a period of years, from the date of execution of this Agreement. During the term of this Agreement, Artist will not make, or participate in the making of any recordings, other than on the Company's label, unless Company expressly approves of that participation.
During the period in which this Agreement remains in effect, Artist will make a minimum of master recordings of previously unrecorded material which Artist will select and/or compose. Artist will complete one master recording of at least minutes duration every year during the term of this Agreement. Company will have final rights of approval on all material to be recorded by Artist under this Agreement.
Artist will perform and record under the stage name . Artist will not use different names in connection with Master Recordings unless Artist and the Company mutually agree in writing.
The Artist's obligation to perform exclusive recording services shall begin upon the latest signature date of this Agreement and shall continue for years after delivery of the first Master Recording. If the Company grants one or more options to Artist as part of this Agreement, anytime prior to the end of the term, the Artist may extend the term by exercising its option.
Company will pay to Artist, for each master recording recorded on Company's label under the terms of this Agreement, plus any royalty to which Artist may be entitled under this Agreement.
Company agrees to pay royalties to Artist for each unit sold, according to the following schedule:
a.Company shall pay to Artist as a royalty, percent of the net receipts received by Company, from exploitation of the Masters and percent of any flat fee received by Company for licensing or sublicensing the Masters less all Expenses agreed to herein, not to exceed percent of the total net receipts received by Company (hereinafter called as Artist's Royalty). In the event Company's third party distributor withholds a commission and remits the margin to Company, this margin will be reduced by the agreed expenses and commissions and the balance divided equally between Company and Artist less the expenses set forth in this Agreement.
b.The royalties shall be computed in the national currency of the U.S. and shall be paid to Artist in U.S. currency at the rate of exchange prevailing on the date payment is made or, if higher, at the rate of exchange at the business day that payment should have been in accordance with this Agreement. Any bona fide reasonable and or agreed fees paid to third party distributors by Company or deducted from Company's gross receipts will be included as deductible expenses for purposes of calculating net receipts.
c.Net receipts shall mean gross receipts received by Company less expenses.
7. Rights to Name and Likeness of Artist
Artist will permit the use of Artist's likeness or other identifying characteristics by Company for the promotion of sales of records produced under this Agreement. During the term of this Agreement, Company will have the sole right to the use of Artist's name, voice, likeness, sound, and similar characteristics for the purpose of advertising, promoting, selling, and otherwise merchandising CDs, tapes, and other audio recordings produced from the masters produced by Artist under the terms of this Agreement.
8.Ownership of Masters
Company will be the sole owner and will have perpetual use and control of all masters and CDs, tapes, and other audio recordings produced under this Agreement. Company will be free to dispose of and treat in any way all masters and CDs, tapes, and other audio recordings produced under this Agreement, including but not limited to selling, advertising, distributing, permitting their use in other mediums, and including them in masters containing the work of other artists.
If Company realizes any net profits directly attributable to the merchandising of Artist's name and/or likeness, Company will pay to Artist percent of those net profits derived from sales in the U.S. and percent of those net profits derived from foreign sales.
(a) Company will have the right to suspend this Agreement, if Artist suffers any physical, mental, or other disability, including but not limited to changes in Artist's voice, that will, in the judgment of Company, interfere with Artist's performance; or fails, refuses, or neglects to perform any duties set forth in this Agreement, or declares either personally or through a representative that Artist does not intend to perform those duties.
(b) Company's right to suspend this Agreement will be contingent on the delivery to Artist of a written notice of suspension at least days before the date that suspension will take place. Disability or breach will be deemed ended when the Artist notifies Company that s/he is, without reservation or condition, willing and able to perform all duties under this Agreement and, in fact, is willing and able.
(c) If Company suspends the operation of this Agreement as provided by (a) and (b) of this Paragraph, Artist's right to be compensated will be suspended accordingly; however, Artist will be entitled to continue to receive all royalties on work already produced under this Agreement.
Company will have the right to terminate this Agreement if any of the following events occur: the material and permanent change in Artist's ability to perform; Artist's election to cease all activities in the music industry; or conduct of the Artist which results in a violation of the law or adverse publicity which the Company believes may reflect badly on the Artist and/or the Company.
Both Artist and Company represent that they have full capacity and authority to grant all rights and assume all obligations which they have granted and assumed by virtue of executing this Agreement.
13.Notice of Breach
Neither party will be deemed to be in breach of this Agreement until it has received notice of the supposed breach from the other party. The party charged with breach of the Agreement will have days from the date of receiving notice in which to either cure the claimed breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been explained or cured within days from the date on which the party received notice of breach, the non breaching party may terminate this Agreement.
All notices to the parties will be in writing and will be sent to the address of the party stated at the beginning of this Agreement.
This Agreement will be governed in all respects by the law of the State of .
In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.
This Agreement may be amended by the parties only by a written agreement.
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled.
Executed on the dates indicated below by each party with the intent of being legally bound.