Recording Agreement

Recording Agreement and Contract with Publisher for Exploitation of Musical Compositions

Agreement made on the day of , 20, between of , referred to herein as Artist, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Corporation.

Recording Agreement

I. Engagement of Artist and Term of Agreement

Corporation engages Artist's exclusive personal services as a recording artist to perform in connection with the production of recordings for an initial period of year(s) commencing on the effective date of this Agreement, to record during master recordings or more at Corporation's election.

II. Payments

A. Conditioned on Artist’s full and faithful performance of each and all of the terms of this Agreement, and as full compensation for his services and all rights granted or agreed to be granted by Artist, Corporation agrees, except as otherwise provided, to pay Artist as follows:

1. Corporation will pay Artist $, within days after each recording session at which master recordings are recorded.

2. Corporation will pay Artist a royalty , with respect to standard commercial recordings sold in the United States, based on of Corporation's wholesale price.

3. Corporation will pay Artist a royalty equal to of Corporation's net receipts with respect to recordings, including audiovisual devices manufactured or sold outside the United States or within the United States by Corporation's licensees.

III. Master Recordings

A. All master recordings (masters) shall be made in such a manner as Corporation in its sole discretion shall deem advisable.

B. Artist agrees to render services in connection with each recording session until the masters designated by Corporation are recorded to Corporation's satisfaction.

C. Corporation shall have the right to designate the selections to be recorded and may designate selections in which Corporation or one of its affiliates has a pecuniary interest.

IV. Costs

A. As to any performance by Artist under this Agreement, he agrees that Corporation may engage in Artist's behalf vocalists, conductors, contractors, musicians, arrangers, orchestrators, and copyists selected by Corporation in connection with such performances, and Artist authorizes Corporation to pay each and all such persons on his behalf.

B. All such payments and any other costs incurred by Corporation with respect to recording sessions held under this Agreement, including, but not limited to, the cost of cartage and rental of instruments, studio costs, all costs and expenses for and with respect to the production of masters through but not including completed masters, all costs incurred in the creation and preparation of art work for covers, liners, sleeves, or any other packaging shall be deemed additional returnable advances to Artist and shall be deducted from the total royalties payable to Artist by Corporation.

C. If Artist should delay the commencement or completion of, or be unavailable for any recording session designated by Corporation under this Agreement, for any reason, Artist agrees to pay all the expenses and charges actually incurred or paid by Corporation by reason of such delay or unavailability.

D. No royalty shall be payable to Artist under this Agreement until Corporation has recouped from such royalties a sum equal to all costs advanced by Corporation and all sums paid to Artist pursuant to Section II (A) (1) of this Agreement.

V. Artist’s Obligations

A. During the term of this Agreement, Artist agrees not to perform for any other person for the purpose of making recordings, nor will Artist engage in making recordings for anyone other than Corporation.

B. Artist will not authorize the use of his name, likeness, or other identification for the purpose of distributing, selling, advertising, or exploiting recordings for anyone other than Corporation.

C. Should Artist violate the above-stated restrictions, Corporation may, in addition to any other right or remedy that it may have on account of such breach, terminate its obligation to pay Artist any further royalties under this Agreement.

D. Artist agrees not to issue or authorize any advertising or publicity of any kind regarding his recording activities without first obtaining a written clearance from Corporation.

VI. Grant of Rights

Artist grants to Corporation:

A. The ownership of all masters, positives or negatives of such masters, and recordings manufactured from such masters, the right to control and use such masters and the performances embodied on such masters on such terms and in such forms as in its sole discretion the Corporation may approve, the right to perform publicly such recordings in any media and by any means whatsoever, and any photographs, both negative and positive, that may be made or authorized by Corporation and which include Artist's likeness, including the right to secure a copyright of such photographs, pictorial representations, or likenesses in Corporation's name or the name of Corporation's designee.

B. The exclusive right to issue and authorize publicity concerning Artist and to use, reproduce, transmit, broadcast, exploit, publicize, exhibit, and control Artist's name (including any professional name previously or later adopted by him), signature, likeness, voice, and sound effects of biographical material concerning Artist in connection with recordings made under this Agreement.

C. The right and power to take such action as Corporation deems necessary, either in Artist's name or in Corporation’s name, against any person who uses Artist's services or name, likeness, or other identification of Artist in violation of Corporation's rights under this Agreement, but at Corporation's expense.

D. Artist grants and assigns to Corporation all rights of copyright to the recordings of Artist, including but not limited to copyright rights in and to sound recordings, throughout the world, for the full term of such copyrights.

Publishing Agreement

VII. Assignment

For consideration of $ paid by Corporation to Artist, Artist sells and transfers to Corporation, its successors and assigns, a certain song or musical composition, including the words and music, bearing the title , hereinafter called Composition, or any other title, name, or style that Corporation may at any time give to the Composition, together with the right to take out a copyright for or on it and each and every part, including words and music, to the full extent in all respects as Artist could or might be able to do if this Agreement had not been executed.

VIII. Royalties

Corporation agrees that, in the event of publication by it of the musical composition, it will pay to Artist royalties in such amounts as describe as follows:

A. Corporation will pay Artist a royalty , with respect to standard commercial recordings of Composition sold in the United States.

B. Corporation will pay Artist a royalty equal to of Corporation's net receipts with respect to recordings of Composition, including audiovisual devices manufactured or sold outside the United States or within the United States by Corporation's licensees.

IX. Representations and Warranties

Artist represents and warrants to that he has not sold, mortgaged, assigned, or encumbered any right, title, or interest in or to the Composition or any part and has not made or entered into an Agreement with any person, firm, or corporation in anyway affecting the Composition, and that he is the author and composer and absolute owner, and has the full right, power, and authority to make this Agreement.

X. Payments

Royalty payments described in Sections II and VIII shall be made , during the whole term in existence of this Agreement. Any payment when made and accepted shall operate as a release to Corporation, its successors or assigns, from any further claim or liability for any royalty to that date.

XI. Accounting

Corporation shall maintain books of account concerning the sale, distribution, and exploitation of the Composition and recordings made under this Agreement. Artist may select an independent certified public accountant on his own behalf who may, at Artist's expense, on reasonable notice and at reasonable intervals, during Corporation's usual business hours, examine Corporation's books pertaining to the payments to be made to Artist under this Agreement.

XII. Termination

A. Corporation reserves the right, at its election, to terminate the operation of this Agreement if, for any reason, Artist refuses or is unavailable to perform under this Agreement in accordance with the provisions of this Agreement. Such termination shall be on written notice to Artist. In case of such refusal or unavailability of Artist, Corporation, at its discretion, may elect to suspend the operation of this Agreement for a period of time equal to the Artist's period of unavailability.

B. If Artist's voice should be materially and permanently impaired, or if Artist should cease to work seriously at and pursue a career as a singer, composer and entertainer in the entertainment field, or if Artist should fail, refuse, or neglect to comply with any other of his obligations under this Agreement, corporation, in addition to any other rights or remedies it may have, may elect to terminate Artist's engagement under this Agreement by notice in writing.

XIII. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XIV. Governing Law

It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XV. Entire Agreement

This Agreement shall constitute the entire agreement between the parties, and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XVI. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XVII. Mandatory Arbitration

Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, any dispute under this agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XVIII. Notice

Notices required pursuant to this Agreement shall be sent by certified mail to the parties at the addresses above mentioned and shall be deemed given when so sent.

WITNESS our signatures as of the day and date first above stated.

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