Exclusive Recording Artist Agreement

Recording Artist Agreement

Agreement made on the , between

of , referred to herein as Artist, and , a corporation organized and existing under the laws of the state of

with its principal office located at , referred to herein as Company.

1. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

A. Master Recordings: every Recording of sound, whether or not coupled with a visual image, by any method and on any other substance or material, whether now or later known, which is used or useful in the recording, production or manufacture of Records and/or Recordings, as defined below.

B. Records and/or Recordings: all forms of reproductions, now or later known, manufactured or distributed for home use, school use, jukebox use, or use in means of transportation, embodying sound alone, including tape recordings and compact-disc recordings, as well as every form of Recording embodying Artist's performances in which a visual image is, whether of Artist or otherwise, fixed together with sound and played on Audiovisual Devices.

C. Audiovisual Recordings: every form of Recording embodying Artist's performances in which a visual image is, whether of Artist or otherwise, fixed together with sound.

D. Audiovisual Devices: all forms of Records embodying Audiovisual Recordings including, but not limited to, videocassettes and videodiscs.

E. Controlled Composition: a musical composition which is written or controlled, in whole or in part, directly or indirectly, by Artist or any producer.

F. Term: the period commencing on and ending on

2. Exclusive Right to Use Performances

A. Company shall have the exclusive right to use Artist's performances in connection with Records and/or Recordings of every kind including those for use on Audiovisual Devices, for broadcast or for any other purposes which shall in all respects be subject to Company's approval. Artist agrees to be available from time to time, at Company's request, to perform for the purpose of recording by means of records, film, videotape or other audiovisual media. All of the costs and expenses incurred in connection with Record and/or Recordings shall be deemed advances and, accordingly, shall be recoupable by Company from any sums payable to Artist in respect of Records and/or Recordings under this Agreement. Artist's performances embodied on Master Recordings delivered under this Agreement, and all right, title and interest in and to such recorded performances shall from inception of their creation be the property of Company in perpetuity throughout the world including, but not limited to, the worldwide copyright to such recorded performances. Artist's compensation shall be limited to any minimum amounts required to be paid for such performances pursuant to any applicable collective bargaining agreements, provided, however, that Artist waives any right to receive such compensation to the extent that any such right may be waived in connection with any applicable collective bargaining agreement.

B. Artist shall procure for Company, promptly upon Company's request, and in a form acceptable to Company, an irrevocable written consent by the copyright proprietor of each musical composition embodied on any such Records and/or Recording including, but not limited to, for use on Audiovisual Devices, which consent grants to Company and its Licensees any and all uses of such musical composition without any payment to such copyright proprietor.

C. Artist also grants to Company and its licensees, for promotional purposes only, an irrevocable license under copyright to reproduce each Controlled Composition in Records and/or Recordings and to distribute and to perform those Records and/or Recordings throughout the world, and to authorize others to do so. Neither Company nor its Licensees will be required to make any payment in connection with those uses, and that license will apply whether or not Company or its licensees receives any payment in connection with those Records and/or Recordings.

3. Royalties

Conditioned upon Artist's full and faithful performance of all the terms and conditions of this Agreement, Company shall pay Artist royalties as follows:

A. On Records and/or Recordings manufactured for distribution by any Licensee of Company, Artist will be entitled to a royalty of % of the net money actually received by Company as compensation for the use of the Records and/or Recordings, as computed after deduction of the following amounts: (1) any direct expenses actually incurred by Company in connection with the use concerned; and (2) a charge equal to % of the gross amount of those receipts, instead of any other deduction for Company's fixed or overhead costs. If any item of direct expenses is attributable to receipts from such uses of Master Recordings made under this Agreement and other Master Recordings, then the amount of that expense item which will be deductible in computing net receipts under this paragraph will be determined by apportionment. Company will have no obligation to make any payment to Artist in connection with the Records and/or Recordings concerned if it determines, in its sole discretion, to require Artist's consent as a condition of their manufacture and distribution.

B. During the Term of this Agreement, no person other than Company will be authorized to make, sell, broadcast or otherwise exploit Records and/or Recordings featuring the musical performances of Artist unless (1) Artist first notifies Company of all of the material terms and conditions of the proposed agreement pursuant to which the material is to be made, sold, broadcast or otherwise exploited including, but not limited to, the titles of the musical compositions covered by the proposed agreement, the format to be used, the manner of exploitation proposed and the identities of all proposed parties to the agreement; and (2) Artist offers to enter into an agreement with Company, containing the same terms and conditions with respect to advances, costs, royalties and other payments (including, but not limited to, the method of computation and payment) described in Artist's notice and otherwise in the same form as this Agreement, but with payments to Artist that are % of the payments to Artist in such proposed agreement. If Company does not accept Artist's offer within days after its receipt, Artist may then enter into that proposed agreement with the same parties mentioned in Artist's notice, provided that the agreement is consummated with those Parties within days after the end of that -day period upon the same terms and conditions set forth in Artist's notice to Company. If that agreement is not consummated within the -day period, no person except Company will be authorized to make, sell, broadcast or otherwise exploit such Records and/or Recordings unless Artist first notifies Company and offers to enter into an agreement with Company as provided in the first sentence of this Paragraph B. Company will not be required, as a condition of accepting any offer made to it pursuant to this paragraph, to agree to any terms or conditions which cannot be fulfilled by Company as readily as by any other person (for example, but not limited to, the employment of a particular producer).

C. The royalties provided above include any royalty obligations Company may have to any other persons who supply services or rights used in or in connection with the Record and/or Recording performances of Artist, including, but not limited to, producers, extras and music publishers, and any such royalties shall be deducted from the royalties otherwise payable to Artist.

4. Indemnification

Artist shall indemnify Company against any losses, damages, reasonable legal fees and other expenses that Company may incur by reason of the breach of any of the representations or warranties made in this Agreement by Artist.

5. 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.

6. 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.

7. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

8. 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 at the beginning of this Agreement.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.