Music Album Contract

MUSIC ALBUM AGREEMENT

This Music Album Agreement (the "Agreement") is entered into on this by and between Artist Name: , an entity type: Individual Corporation (hereinafter "Artist"), and Record Label Name: , an entity type: Individual Corporation (hereinafter "Label").

RECITALS

WHEREAS, Artist is a performing musical artist and songwriter engaged in the creation and performance of musical recordings and desires to produce and deliver a master recording album currently entitled "" (the "Album");

WHEREAS, Label is engaged in the business of producing, manufacturing, distributing and exploiting sound recordings and desires to obtain the exclusive rights to the masters recorded by Artist for the Album on the terms set forth herein;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the recording, delivery, exploitation and accounting of the Album.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. ENGAGEMENT AND GRANT OF RIGHTS

1.1 Engagement. Artist hereby engages Label, and Label accepts such engagement, to record, produce, manufacture, distribute, and exploit the Album containing not fewer than tracks. Artist grants to Label the exclusive right throughout the Territory (as defined below) to exploit the masters and to do and authorize all acts in connection therewith.

1.2 Rights Granted. Artist irrevocably grants, transfers and assigns to Label all right, title and interest in and to the masters of recordings made pursuant to this Agreement, including the exclusive right to reproduce, distribute, publicly perform, license, sublicense, and otherwise exploit such masters in all media now known or hereafter devised for the Term.

2. RECORDING, DELIVERY AND ACCEPTANCE

2.1 Recording Schedule. Artist shall commence recording on or before and shall use commercially reasonable efforts to deliver final mastered recordings no later than .

2.2 Delivery Materials. Artist shall deliver to Label: (a) one stereo master per track in a format reasonably required by Label; (b) full metadata listing credits, song titles and songwriter information; and (c) all stems and session files if reasonably requested by Label for manufacturing or archival purposes.

2.3 Acceptance. Label shall notify Artist within thirty (30) days of receipt of the masters of any claimed nonconformity. Failure to provide timely notice constitutes acceptance of the delivery. If nonconformity is established, Artist shall promptly correct and redeliver at Artist's expense.

3. ADVANCE, ROYALTIES, AND ACCOUNTING

3.1 Advance. Label agrees to pay Artist a recoupable advance in the aggregate amount of payable as follows: . The advance shall be recoupable from royalties as provided herein.

3.2 Royalty Rate. Label shall pay Artist a royalty equal to of Label's net receipts from sale of records or other exploitation of the masters, subject to deductions and adjustments customarily applied in the recording industry and as set forth in this Agreement.

3.3 Recoupment and Deductions. All advances, recording costs advanced by Label, marketing, and other agreed-upon recoupable costs shall be fully recoupable from Artist royalties. Label shall provide written schedules of recoupable items and apply receipts to recoupment in good faith.

3.4 Statements and Payment. Label shall render semi-annual royalty statements within sixty (60) days after June 30 and December 31 of each year, accompanied by payment of any amounts then due. Artist shall have the right to audit Label's books relating to the Album once per calendar year upon reasonable notice and at Artist's expense, limited to matters relevant to the accounting period under audit.

4. OWNERSHIP; COPYRIGHTS

4.1 Ownership of Masters. Except for underlying musical compositions, Label shall own solely and exclusively the master recordings created under this Agreement, including all copyrights therein, throughout the world for the Term, subject only to Artist's rights expressly granted in this Agreement.

4.2 Composer and Publishing Rights. Artist retains any and all rights in and to the musical compositions written or provided by Artist, subject to license and publishing arrangements separately negotiated. Nothing in this Agreement transfers or assigns Artist's writer's share of publishing or performance rights unless set forth in a separate writing.

5. WARRANTIES, REPRESENTATIONS AND COVENANTS

5.1 Artist Warranties. Artist represents and warrants that (a) Artist has full right and authority to enter into this Agreement; (b) the masters delivered will be original to Artist and will not infringe upon any third party rights; (c) there are no existing agreements that would conflict with Artist's obligations hereunder; and (d) Artist will obtain all clearances, consents and licenses required for the exploitation of the masters and materials contributed by third parties.

5.2 Label Warranties. Label represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and will exploit the masters in good faith and in a manner consistent with industry practice.

6. CREATIVE CONTROL; PRODUCTION

6.1 Producer and Creative Decisions. Unless otherwise agreed in writing, Artist shall have primary creative control over performance and selection of material. Label shall have the right to reasonably approve final masters for technical quality and commercial viability. Disputes regarding final acceptance shall be resolved by good faith negotiation or, if agreed, by a mutually acceptable neutral technical consultant.

6.2 Third-Party Producers. Artist shall disclose the identity of any producer retained to record the masters. Any producer agreements that encumber Label's rights in the masters must be disclosed and approved by Label in writing prior to execution.

7. MARKETING, PROMOTION AND EXPLOITATION

7.1 Marketing Commitment. Label shall reasonably promote and exploit the Album, which may include physical distribution, digital distribution, synchronization licensing, promotion, and publicity. Label's commitments for minimum marketing spend, if any, are set forth in an attached schedule or in the field below:

8. ACCOUNTING, AUDIT RIGHTS

8.1 Statements. Statements of account shall include a clear statement of receipts, deductions, recoupment ledger and the resulting amount owed to Artist for the accounting period. Label's books and records relating to the exploitation of the Album shall be available to Artist for inspection upon reasonable notice during normal business hours.

8.2 Audit. Artist shall have the right, once in any twelve (12) month period, to have a certified public accountant selected by Artist audit Label's books for the purpose of verifying royalty statements. If the audit reveals underpayment in excess of three percent (3%), Label shall reimburse Artist for the reasonable cost of the audit.

9. TERM AND TERRITORY

9.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of years from the date of first commercial release of the Album, unless earlier terminated as provided herein.

9.2 Territory. The Territory for exploitation of the masters shall be .

10. CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to third parties the proprietary or non-public terms of this Agreement and any non-public business information disclosed in connection with its performance, except as required by law or as necessary to perform its obligations under this Agreement.

11. INDEMNIFICATION

Each party shall indemnify, defend and hold the other harmless from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of any breach of such party's representations, warranties or covenants under this Agreement, or from any third-party claim relating to the materials contributed by the indemnifying party.

12. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or exemplary damages, and each party's aggregate liability shall be limited to direct damages not to exceed the total amount of advances actually paid under this Agreement.

13. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as either party may specify by written notice).

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Exclusive venue for any dispute shall be the state or federal courts located in the county designated by Label.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

16. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties. Waiver of any breach shall not constitute a waiver of any other or subsequent breach.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

18. 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 signatures shall be binding for all purposes.

19. MISCELLANEOUS

19.1 Force Majeure. Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, strikes, government restrictions, or failures of suppliers.

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