Fill and Sign the Agreement between a Maryland Not for Profit Organization and Its Members to Produce Compilation Recording with Profits to Go to Form

Agreement between a Maryland not for profit Organization and its Members to Produce Compilation Recording with Profits to go to Charities Agreement made on the _____ day of ____________, 20_____, between the ___________________________________________ (name of association) , a unincorporated nonprofit association located in the state of Maryland and governed by the laws of said state, hereinafter called the Association , and the members (Members) of the Association , the names and addresses of each Member being attached hereto as Exhibit A and made a part hereof. Whereas, Members are combining their artistic efforts to produce a compilation Compact Disc (CD) called _________________________ (name) with originally written songs and public domain songs, said compilation CD and the songs being hereinafter referred to as the Recording ; and Whereas, the songs will recorded and marketed through _________________________ _____________________________ (name and address of Company) on Company’s website at ________________________________________________ (website’s name and address) and will be marketed so as to not exceed 1000 digital download cards, with all profits going to the music charities chosen by the Association by vote of its Members ; and Whereas, each Member has each agreed to assign all of their rights, title to and interest in the Recording to the Association , including, but not limited to, all copyrights and rights to copyright, throughout the world, together with all rights, claims, and demands relating to the compositions and the copyrights of the same, whenever and wherever arising; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Grant of Rights to Each Artist Each Member does hereby assign to the Association the sole and exclusive right to administer and exploit the songs to be recorded, including the lyrics, music and Recording , in all media throughout the world, including, but not limited to, the following sole exclusive rights: A. To print, publish, sell, perform, use, and license the Recording and the songs on said Recording for all uses and all media throughout the world; B. To enter into all licenses and agreements concerning the Recording and the songs on said Recording , including, but not limited to, licenses for mechanical reproduction, public performance, synchronization uses, sub-publication, merchandising, and advertising; and C. To assign or license such rights to others, on such terms as the Association , in its sole discretion, may accept. 2. Gross Revenue from Recording Association shall collect all gross receipts from the Recording and shall disburse to music charities chosen by vote of the Members in such as amounts and at such times as Members , in their sole discretion shall agree to, the net amount remaining after payment of costs of copyright registration, lead sheets, demos, collection fees, accounting fees, legal fees, printing, advertising, publicity, exploitation and promotional expenses, and all miscellaneous and customary expenses incurred in connection with the recording and sale of a recording like the Recording . 3. Copyrights Association , in its sole discretion, shall take such action as it deems necessary or desirable to enforce or protect any or all of its rights and interests in or to the Recording , including, but not limited to, securing registration of copyrights in the names of Association , and bringing any actions or other proceedings against any third party infringers of the Recording . Association shall have the sole right, in its absolute discretion, to employ attorneys, to institute or defend any action or proceeding, and to take any other steps to protect the rights, titles, and interest of Association in and to the Recording , including the settlement, compromise, or other disposition of any claim, demand, or action. In the event of any action brought by Association against any alleged infringer of the Recording in which a recovery of monies is made by Association . Such monies, after deduction of the expenses of the litigation, including attorney's fees actually incurred, shall be disbursed to the music charities in such as amounts and at such times as Association , through vote of its Members , shall decide. 4. Members agree to execute any further documents and do such other acts as may be reasonably necessary or desirable to effectuate fully the intent of this Agreement. Should any Member fail to execute any such document within _____ ( number) days after being requested to do so in writing, the Association is hereby granted an irrevocable power of attorney, coupled with an interest, to execute the same in the Member’s name who failed to execute such document as said Member’s attorney-in-fact. 5. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 6. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 7. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth in Exhibit A . 8. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 9. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 10. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 11. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth in Exhibit A attached hereto and made a part hereof Agreement. 12. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 13. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 14. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 15. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 16. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 17. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. 18. Counterpart Signatures and Miscellaneous This Agreement may be executed in one or more counterparts (facsimile transmission or), each of which counterpart shall be deemed an original Agreement and all of which shall constitute but one Agreement. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. Witness the signature of the undersigned Member this __________________ (date) . ___________________________________ Member’s Name and Signature