Legal Artist Settlement Agreement

LEGAL ARTIST SETTLEMENT AGREEMENT

This Artist Settlement Agreement (this Agreement) is made and entered into as of by and between Artist Name: and Company Name: .

RECITALS

WHEREAS, Artist asserts certain rights and claims regarding original musical, visual, and related creative works and related royalties, credits and exploitative arrangements arising out of past services and deliverables provided to Company; and

WHEREAS, Company disputes certain of Artist's asserted claims but desires to resolve all disputes, potential claims, and liabilities arising from the parties' prior relationship without resort to litigation; and

WHEREAS, the parties wish to settle and compromise all claims, controversies and disputes between them on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises and payments set forth herein, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Claim" means any claim, demand, cause of action, suit, liability, loss, damage or expense (including reasonable attorneys' fees). "Released Claims" has the meaning set forth in Section 3.

2. SETTLEMENT PAYMENT

In full and final consideration for the releases and covenants in this Agreement, Company shall pay Artist the gross sum of $ (Settlement Amount) payable as follows: Payment Method: ; Payment Date: .

All payments shall be made without setoff or deduction, except for any required withholding for taxes which shall be the responsibility of the paying party to the extent required by law. If payment is by electronic transfer, Company shall send funds to the account designated by Artist in writing no later than five (5) business days prior to the Payment Date.

3. RELEASES

3.1 Release by Artist. Upon Company's payment of the Settlement Amount in full, Artist, for Artist and Artist's agents, representatives, heirs, successors and assigns, fully and forever releases and discharges Company and its past, present and future parents, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, licensees, successors and assigns (collectively, Company Released Parties) from any and all claims, demands, actions, suits, causes of action, obligations, damages and liabilities, of any nature whatsoever, known or unknown, asserted or unasserted, that arise from or relate to the matters, transactions, services or works occurring on or before the Effective Date and that were or could have been asserted by Artist against the Company Released Parties.

3.2 Release by Company. Upon execution of this Agreement and its obligations hereunder, Company, for itself and its agents, representatives, heirs, successors and assigns, fully and forever releases and discharges Artist and Artist's representatives, successors and assigns (collectively, Artist Released Parties) from any and all claims, demands, actions, suits, causes of action, obligations, damages and liabilities, whether known or unknown, asserted or unasserted, that arise from or relate to the matters, transactions, services or works occurring on or before the Effective Date.

4. INTELLECTUAL PROPERTY, CREDIT, AND RIGHTS

4.1 Ownership. Except as expressly provided in this Agreement, nothing in this Agreement operates to transfer ownership of any rights in pre-existing works owned by either party. To the extent any rights are assigned as part of this settlement, such assignment shall be set forth expressly in a separate written instrument incorporated by reference into this Agreement.

4.2 Credit. Company agrees to use commercially reasonable efforts to correct existing public credits for works specified by Artist as having incorrect attribution. Artist shall submit a written list of required corrections to Company Noticed Address and Company shall effect such corrections where Company controls the relevant crediting within thirty (30) days of receipt.

5. CONFIDENTIALITY AND NON-DISPARAGEMENT

5.1 Confidentiality. Except as required by law or court order, the parties agree to keep the terms, amount and existence of this Agreement strictly confidential. The confidentiality obligation shall survive termination of this Agreement for .

5.2 Non-Disparagement. Each party covenants that it shall not make any public statement, written or oral, intended to disparage the other party or its business, products, or personnel.

6. RETURN OF MATERIALS

Within ten (10) business days of the Effective Date, each party shall return or destroy all confidential materials and tangible property of the other party in its possession, except for one archival copy retained solely for compliance or legal defense, which shall remain subject to the confidentiality obligations of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

8. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party against any claims, liabilities, damages or expenses (including reasonable attorneys' fees) arising from any breach of the indemnifying party's representations, warranties or covenants in this Agreement.

9. TAXES

Each party shall be responsible for its own federal, state and local taxes arising from the payments and transactions contemplated by this Agreement. Company shall provide any required tax reporting forms and withholdings as required by law and shall notify Artist of amounts withheld.

10. REMEDIES; ATTORNEYS' FEES

The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or equity. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

11. NOTICES

All notices required or permitted under this Agreement must be in writing and shall be deemed given upon personal delivery, one business day after delivery to a reputable overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may specify in writing.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the substantive laws of the state of without regard to conflict of laws principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any dispute arising under this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and extinguishes all prior oral and written agreements, promises, negotiations and understandings concerning the subject matter hereof. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be amended only by a writing signed by both parties.

14. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signature images shall be treated as original signatures for all purposes.

15. FURTHER ASSURANCES

Each party agrees to perform such further acts and to execute and deliver such additional documents as may reasonably be required to carry out the provisions and intent of this Agreement.

16. ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands its terms, and signs it voluntarily. Artist confirms that Artist has had the opportunity to seek independent legal advice prior to executing this Agreement.

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