Music Artist Agreement

MUSIC ARTIST AGREEMENT

This Music Artist Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Artist Name: with principal address: , and Company Name: with principal address: .

RECITALS

WHEREAS, Artist is an individual or entity engaged in the creation, performance and recording of musical works and possesses artistic and performance talents that the Company desires to exploit commercially; and

WHEREAS, Company is engaged in the business of producing, marketing, distributing and promoting sound recordings, and desires to engage Artist to render artistic services and to record musical performances under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the production, exploitation and ownership of recorded performances and related services.

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

1. ENGAGEMENT; TERM

1.1 Engagement. Company hereby engages Artist to render exclusive recording and performance services as an artist for the production of master recordings and related promotional activities during the Term, and Artist accepts such engagement subject to the terms of this Agreement.

1.2 Term. The initial term shall commence on Term Start Date: and shall continue until Term End Date: , unless earlier terminated pursuant to Section 11.

2. SERVICES AND DELIVERABLES

2.1 Recording Services. Artist shall record vocal and/or instrumental performances ("Recordings") as reasonably requested by Company and shall deliver masters that meet commercially acceptable technical and artistic standards. Artist shall perform all services in a professional manner consistent with industry standards.

3. COMPENSATION

3.1 Advance. Company shall pay Artist a non-recoupable advance in the amount of $ upon execution of this Agreement and delivery of a completed W-9 or equivalent tax form where required.

3.2 Royalties. Company shall pay Artist a royalty equal to of Net Receipts derived from the exploitation of the Recordings, subject to customary deductions for manufacturing, distribution and third-party commissions, as set forth in this Agreement. "Net Receipts" shall mean gross receipts actually received by Company less third-party expenses directly allocable to exploitation.

4. OWNERSHIP; GRANT OF RIGHTS

4.1 Ownership of Masters. Artist hereby irrevocably assigns, transfers and conveys to Company all right, title and interest in and to the master recordings embodied by the Recordings, including all rights to reproduce, distribute, publicly perform, synchronize, digitally stream and exploit such masters throughout the world in perpetuity, subject to the royalty provisions set forth herein.

4.2 Publishing Rights. Unless otherwise agreed in a separate writing signed by Company and Artist, publishing rights and writer's shares shall remain with the writer(s) of the musical compositions. Company shall have the right to administer any publishing rights it acquires pursuant to a separate agreement.

5. EXCLUSIVITY; MANAGEMENT OF SERVICES

5.1 Exclusive Recording Services. During the Term, Artist shall not record for or grant recording rights to any other person or entity without Company's prior written consent, except for pre-approved guest appearances or compositions expressly permitted by Company.

6. PROMOTION; TOURING; MERCHANDISE

6.1 Promotion. Artist shall reasonably cooperate with Company's efforts to promote the Recordings, including participation in interviews, photoshoots, live performances and reasonable promotional activities. Travel and reasonable pre-approved out-of-pocket expenses incurred in connection with promotion shall be reimbursed as provided in Section 3 or as otherwise agreed in writing.

6.2 Touring and Merchandise. Unless otherwise agreed in writing, Artist shall retain 100% of net proceeds from Artist-branded merchandise sold at live performances, subject to any mutually agreed merchandising arrangements documented in a separate addendum to this Agreement.

7. WARRANTIES AND REPRESENTATIONS

7.1 Artist Representations. Artist represents and warrants that Artist has full right, power and authority to enter into this Agreement; that the Recordings will be original and will not infringe or violate any rights of third parties; and that Artist is not subject to any agreement or obligation that would conflict with Artist's obligations hereunder.

7.2 Company Representations. Company represents and warrants that it has full corporate power and authority to enter into and perform this Agreement and that Company will administer royalties and payments in accordance with customary industry accounting practices.

8. INDEMNIFICATION

8.1 Mutual Indemnification. Each party shall indemnify, defend and hold harmless the other party and its officers, agents and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorney fees) arising out of any breach of its representations, warranties or obligations under this Agreement or any third-party claim attributable to its actions or omissions.

9. ACCOUNTING; AUDIT RIGHTS

9.1 Accounting Statements. Company shall render semi-annual accounting statements to Artist detailing all Net Receipts, deductions and royalty calculations, accompanied by payment of amounts due to Artist within sixty (60) days after the end of each accounting period.

9.2 Audit Rights. Artist shall have the right, upon reasonable prior written notice and during regular business hours, to audit Company's books and records relevant to Artist's royalties once per twelve (12) month period. Any underpayment discovered in excess of three percent (3%) shall be promptly paid by Company together with the reasonable cost of the audit.

10. CONFIDENTIALITY

10.1 Confidential Information. Each party agrees to keep confidential all non-public information disclosed by the other party relating to this Agreement, including financial terms, unreleased recordings and marketing plans, and not to disclose such information except as required by law or with the prior written consent of the disclosing party.

11. TERMINATION

11.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

11.2 Effect of Termination. Upon termination, Company shall deliver to Artist any completed masters and shall account for and pay royalties accrued through the date of termination in accordance with Section 9.

12. NOTICES

12.1 Method. All notices under this Agreement shall be in writing and delivered by hand, recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by written notice to the other.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

13.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13.3 Counterparts. 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.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

14.2 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties.

15. MISCELLANEOUS

15.1 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, employment relationship, or agency between the parties, except as specifically set forth herein.

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