Music Recording Agreement

MUSIC RECORDING AGREEMENT

This Music Recording Agreement (the "Agreement") is entered into as of Date: by and between Record Company Name: , a Individual Corporation LLC Partnership , with principal address: (hereinafter "Company"), and Artist Name: , an Individual Corporation LLC Partnership , with principal address: (hereinafter "Artist").

RECITALS

WHEREAS, Company is engaged in the business of producing, manufacturing, distributing and exploiting sound recordings and desires to engage Artist to render recording services; and

WHEREAS, Artist is a performing artist and songwriter with the skill and experience to record musical performances and is willing to provide recording services to Company on 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 and exploitation of certain master recordings to be created pursuant to this Agreement.

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

1. ENGAGEMENT

1.1 Engagement. Company hereby engages Artist, and Artist accepts such engagement, to perform recording services as set forth in this Agreement and in Exhibit A (Recordings). Artist shall perform the services in a professional manner in accordance with industry standards.

1.2 Term. The initial term shall commence on the effective date and continue for a period of year(s), unless earlier terminated as provided herein.

2. RECORDING SESSIONS AND DELIVERY

2.1 Sessions. Artist shall attend and perform in such recording sessions, rehearsals and pickups as are reasonably required by Company. Company shall schedule sessions at commercially reasonable times and shall use commercially reasonable efforts to avoid excessive session cancellations.

2.2 Deliverables. Artist shall deliver to Company final mixed and mastered stereo masters (the "Masters") in a format specified by Company for each Recording listed in Exhibit A. Delivery shall be made within days of completion of recording.

2.3 Approval. Company shall have the right to approve mixes and masters, such approval not to be unreasonably withheld. If Company rejects a Recording, Artist shall make reasonable revisions at Artist's expense for up to revision round(s).

3. OWNERSHIP; GRANT OF RIGHTS

3.1 Ownership. Unless otherwise agreed in writing, Artist hereby irrevocably grants, assigns and transfers to Company all right, title and interest in and to the Masters and the underlying recorded performances throughout the world, in perpetuity. Company shall be the sole and exclusive owner of the Masters and shall have the exclusive right to exploit, license and otherwise use the Masters in all media now known or hereafter devised.

3.2 Work for Hire. The parties agree that the Masters shall constitute a "work made for hire" under applicable law. If the Masters are not deemed a work made for hire, Artist hereby assigns to Company all copyrights in the Masters without further consideration.

4. COMPENSATION

4.1 Recording Fee. As full compensation for Artist's services, Company shall pay Artist a recording fee of per Recording, subject to offsets for advances as set forth in Section 4.3.

4.2 Royalties. For the commercial exploitation of the Masters, Artist shall receive a royalty equal to of Net Receipts received by Company from the sale, license or other exploitation of the Masters. "Net Receipts" shall mean gross receipts actually received by Company less customary deductions for distributor fees, returns, taxes, and direct manufacturing costs.

4.3 Advances and Recoupment. Company may pay Artist an advance of , which shall be recoupable from royalties and other monies payable to Artist under this Agreement. Recoupment shall be calculated against gross payable amounts until the advance is fully recouped.

5. WARRANTIES, REPRESENTATIONS AND COVENANTS

5.1 Artist's Warranties. Artist represents and warrants that: (a) Artist is the sole owner of the artistic performances contributed to the Masters and has full power and authority to enter into this Agreement; (b) the recordings will not infringe the rights of any third party; (c) Artist has not granted any rights to any third party that conflict with the rights granted to Company hereunder; and (d) Artist will comply with all applicable laws in the performance of services.

5.2 Company Warranties. Company represents and warrants that it has the full right and authority to enter into this Agreement and perform its obligations hereunder.

6. INDEMNIFICATION

6.1 Mutual Indemnity. Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of such party's representations, warranties or covenants contained in this Agreement.

7. CREDIT AND PROMOTION

7.1 Credits. Company shall accord Artist standard industry credit on packaging, liner notes and promotional materials in association with the Masters in a size and prominence consistent with credits accorded other artists of similar stature.

7.2 Promotional Use. Company shall have the right to use Artist's name, likeness and biographical material in connection with the promotion and exploitation of the Masters. Artist grants Company a nonexclusive license to use such materials solely for promotional purposes.

8. RECORDING COSTS AND EXPENSES

8.1 Costs. Unless otherwise agreed in writing, Company shall be responsible for studio rental, engineering, mixing and mastering costs. Company may recoup agreed-upon recording costs from Artist's royalties subject to a maximum recoupment amount agreed between the parties.

8.2 Session Personnel. Personnel engaged for sessions (producers, engineers, musicians) shall be hired by Company, which shall be responsible for payment of such third-party fees unless otherwise provided in Exhibit A.

9. TERMINATION

9.1 Termination for Cause. Either party may terminate this Agreement upon material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

9.2 Effect of Termination. Upon termination, all licenses and rights granted to Company with respect to Masters delivered prior to termination shall survive, and Company shall have the right to exploit such Masters in accordance with the terms of this Agreement.

10. CONFIDENTIALITY

10.1 Confidential Information. Each party agrees to keep confidential and not disclose to any third party any nonpublic business, financial or creative information received from the other party relating to the recordings or exploitation of the Masters, except as required by law or as necessary to perform its obligations under this Agreement.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above and shall be deemed given upon receipt.

12. REMEDIES; EQUITABLE RELIEF

The parties acknowledge that breach of the provisions relating to ownership, assignment of copyrights, confidentiality or exploitation rights would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions.

13.2 Entire Agreement. This Agreement, together with Exhibit A and any other schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, both oral and written.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that reflects the parties' original intent as closely as possible.

13.4 Amendments; Waiver. This Agreement may be amended only by a writing signed by both parties. No failure or delay by either party in exercising any right hereunder will operate as a waiver of such right.

13.5 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.

EXHIBIT A — RECORDINGS

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