Audio Recording Agreement

AUDIO RECORDING AGREEMENT

This Audio Recording Agreement (the "Agreement") is entered into on this day of , year by and between Record Company Name: , whose principal place of business is (hereinafter "Company"), and Artist Name: , residing at (hereinafter "Artist"). Company and Artist are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Company is engaged in the business of producing, manufacturing, distributing and exploiting sound recordings and desires to engage Artist to render vocal and/or instrumental recording services for certain audio masters; and

WHEREAS, Artist is a performing artist and agrees to render the services described in this Agreement under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the recording, delivery, ownership, exploitation and accounting for such recordings.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Master" means each final mixed and edited audio recording embodied on a fixed medium delivered to Company pursuant to this Agreement. 1.2 "Territory" means . 1.3 "Net Receipts" means gross receipts actually received by Company from the exploitation of the Masters less customary deductions for taxes, packaging, credits, returns and third-party distribution fees as reasonably and customarily applied in the sound recording industry.

2. ENGAGEMENT; RECORDING SERVICES

2.1 Engagement. Company hereby engages Artist, and Artist accepts such engagement, to perform vocal and/or instrumental services and to deliver masters in accordance with the schedule and specifications set forth in this Agreement.

2.2 Recording Location and Dates. Recording sessions shall commence at commencing on or about . The Parties shall use commercially reasonable efforts to adhere to the agreed schedule.

2.3 Number of Masters. Artist shall perform and deliver masters as required by Company consistent with the recording specifications set forth below.

3. RECORDING SPECIFICATIONS AND DELIVERABLES

3.1 Artist shall record performances of compositions approved by Company in a professional manner and in accordance with the technical specifications: sample rate , bit depth and file format: WAV AIFF MP3.

3.2 Deliverables. Artist shall deliver to Company for each Master a stereo master file, session stems upon request, and a completed metadata sheet including composer, publisher and performance credits within days of completion of the recording session.

4. TERM

4.1 This Agreement shall commence on the date first written above and shall continue for a period of years for exploitation of the Masters (the "Term"), unless earlier terminated in accordance with this Agreement.

5. COMPENSATION; ROYALTIES; ACCOUNTING

5.1 Advance. Company shall pay Artist a recording advance in the amount of payable as follows:

5.2 Royalties. Company shall pay Artist a royalty equal to % of Net Receipts from the exploitation of the Masters, payable quarterly within 90 days after the end of each quarter. Royalties shall be subject to recoupment by Company of the advance and previously approved recording costs.

5.3 Accounting. Company shall provide Artist with an itemized statement showing gross receipts, permitted deductions and the computation of sums payable to Artist for the applicable accounting period. All payments shall be made to Artist at Artist's address for notices unless otherwise directed in writing.

6. OWNERSHIP; COPYRIGHT; ASSIGNMENT

6.1 Ownership of Masters. Artist agrees that the Masters delivered pursuant to this Agreement shall be and remain the sole and exclusive property of Company. To the extent any Master is not a "work made for hire" under applicable law, Artist hereby irrevocably assigns, transfers and conveys to Company all right, title and interest in and to the Masters and the copyrights therein throughout the world for the full term of such copyrights, including renewals and extensions, and all rights therein.

6.2 Registration. Company shall have the exclusive right, in its sole discretion, to register the copyrights in the Masters and to claim ownership thereof.

7. GRANT OF RIGHTS

7.1 Grant. Artist grants to Company the exclusive right throughout the Territory and for the Term to reproduce, distribute, sell, license, publicly perform, stream, and otherwise exploit the Masters in all formats and media now known or hereafter devised, and to sub-license such rights.

7.2 Synchronization and Visual Media. Company shall have the right to license synchronization rights in the Masters for use in audiovisual works, commercials and other visual media, subject to payment to Artist as set forth in Section 5 or as otherwise agreed in writing.

8. CREDIT; MORAL RIGHTS

8.1 Credit. Company shall accord Artist customary credit on or in connection with the Masters as follows: . Such credit shall appear in a size and manner reasonably commensurate with industry practice.

8.2 Moral Rights. To the maximum extent permitted by law, Artist hereby waives and agrees not to assert any moral rights in the Masters against Company, its licensees, and assigns.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1 Artist represents and warrants that (a) Artist is free to enter into this Agreement and to grant the rights herein; (b) the performances and Masters will be original and will not infringe the rights of any third party; (c) Artist has obtained all necessary permissions, consents and licenses for any pre-existing material used in the Masters; and (d) Artist will perform in a professional manner consistent with industry standards.

9.2 Company represents and warrants that it has full power and authority to enter into this Agreement and to exploit the Masters as provided herein.

10. INDEMNIFICATION

10.1 Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of such indemnifying Party's representations, warranties or covenants set forth in this Agreement.

11. CONFIDENTIALITY

11.1 Each Party shall keep confidential all non-public business information received from the other Party in connection with this Agreement and shall not disclose such information except as necessary to perform its obligations hereunder or as required by law.

12. RECORDING COSTS; EXPENSES

12.1 Costs. Recording costs and approved third-party expenses shall be treated as recoupable advances against Artist's royalties unless otherwise specified. Responsibility for payment of recording costs: Company Artist.

13. DELIVERY AND ACCEPTANCE

13.1 Delivery. Artist shall deliver Masters to Company at the address set forth for notices. Company shall have a period of days following delivery to inspect and either accept or provide written notice of defects. If Company fails to notify Artist within such period, the Masters shall be deemed accepted.

14. NOTICES

15. ASSIGNMENT; SUCCESSORS

15.1 Company may assign this Agreement in whole or in part, and Company may transfer or license the rights granted hereunder to an affiliated or third party without Artist's prior consent; provided that such assignee or licensee agrees in writing to be bound by Company's obligations hereunder. Artist may not assign its rights or obligations without Company's prior written consent.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

16.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

16.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the Parties' original intent.

17. AMENDMENTS; WAIVER; COUNTERPARTS

17.1 Amendments. Any amendment or modification of this Agreement must be in writing and signed by both Parties.

17.2 Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

17.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

18. MISCELLANEOUS

18.1 Force Majeure. Neither Party shall be liable for failures or delays caused by events beyond its reasonable control, including acts of God, fire, flood, strikes, lockouts, pandemics or governmental action; provided that the affected Party shall notify the other Party promptly and make reasonable efforts to perform.

SCHEDULE A — TRACKS AND ADDITIONAL TERMS

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