Music Release Vincent CD

Music Release Vincent CD

Parties

Recitals

WHEREAS, Artist is the sole owner and/or authorized representative of certain sound recordings and master materials described as:

WHEREAS, Label desires to obtain the rights to reproduce, manufacture, distribute and sell the foregoing sound recordings on compact disc format titled "Vincent CD" (the Release) and Artist is willing to grant such rights on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows.

Scope of Work

Description of services, deliverables and obligations. Describe the masters to be delivered, delivery format, metadata, and any production or packaging obligations:

Grant of Rights

Artist hereby grants to Label the exclusive right to reproduce, manufacture, distribute, market and sell the master recordings listed in this Agreement on compact disc (CD) format throughout the Territory for the Term defined herein. This grant includes the right to sublicense for the purpose of manufacturing, distribution and retail placement consistent with this Agreement.

Territory:

Payment Terms

Fee Amount payable to Artist for rights granted under this Agreement:

Payment Recipient Name:

Payment Recipient Address:

Term and Termination

Effective Date:

End Date (expiration of license unless earlier terminated):

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above. Termination shall not relieve either party of obligations incurred prior to the effective date of termination, including payment and accounting obligations.

Confidentiality

Each party shall hold in confidence and shall not disclose to any third party any confidential information of the other party, including unreleased recordings, pricing, manufacturing costs, marketing plans and business affairs, except as required by law or as necessary to perform obligations under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years.

Notwithstanding the foregoing, Label may disclose to manufacturers, distributors and retail partners such portions of the masters and metadata as are reasonably required for manufacturing, distribution and sale, provided that such parties are subject to confidentiality obligations consistent with this Agreement.

Representations and Warranties; Indemnity

Artist represents and warrants that Artist is the sole owner of the rights granted or has the legal authority to grant the rights; that the masters are original to Artist and are free of any liens, claims or encumbrances; and that no third party consent is required for the grant. Artist agrees to indemnify and hold Label harmless from any third party claim arising from breach of these representations.

Label represents that it will use commercially reasonable efforts to manufacture and promote the Release and will account and pay amounts due to Artist in accordance with the Payment Terms. Label agrees to indemnify and hold Artist harmless from claims arising from Label's negligent or willful misconduct in distribution or marketing.

Exclusivity

Select release type:

Exclusive release of the masters on CD format by Label
Non-exclusive release (Artist retains right to authorize other parties)

Accounting and Audit

Label shall provide Artist with periodic statements detailing units manufactured, units sold, returns, deductions and amounts due, in accordance with the payment schedule. Artist shall have the right, upon reasonable notice and during regular business hours, to audit Label's relevant records once per calendar year to verify amounts owing; any underpayment discovered shall be promptly paid by Label together with interest as set forth in the Late Fee section.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state and federal courts located in that state, and the parties submit to the exclusive jurisdiction of such courts.

Entire Agreement; Amendments

This Agreement, together with any exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings and agreements. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, overnight courier, or email with confirmation of receipt. Notice is effective upon receipt.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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