Recording Artist Contract

RECORDING ARTIST CONTRACT

This Recording Artist Contract (the "Agreement") is made and entered into as of by and between Record Label Name: (an entity of type Corporation LLC Partnership ) with principal place of business at , represented by ; and Artist Name: , residing at .

RECITALS

WHEREAS, Label is engaged in the business of producing, manufacturing, distributing and exploiting sound recordings and related audiovisual materials; and

WHEREAS, Artist is a musical performer and recording artist with the ability and willingness to render exclusive recording services for the creation of master recordings; and

WHEREAS, the parties desire to set forth the terms and conditions under which Artist will record and deliver masters and Label will exploit such masters pursuant to the terms herein.

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

1. ENGAGEMENT; SERVICES

1.1 Engagement. Label hereby engages Artist, and Artist accepts such engagement, to render exclusive recording and performance services as a recording artist for sound recordings (the "Masters") to be produced during the Term defined below. Artist shall perform in a professional manner and comply with reasonable directions of Label with respect to recording schedules, producers and technical specifications.

1.2 Exclusivity. During the Term, Artist shall not render recording services for any person or entity other than Label without Label's prior written consent. Artist may perform live appearances or create non-recorded promotional materials only with Label's prior written consent where such appearances conflict with recording obligations.

2. TERM

2.1 Initial Term. The initial term shall commence on and shall continue for a period of years (the "Initial Term").

2.2 Options. Label shall have the option to extend this Agreement for up to additional album(s) under the same general terms by providing written notice to Artist not later than thirty (30) days before expiration of the then-current term.

3. RECORDING COMMITMENT; DELIVERABLES

3.1 Commitment. Artist shall deliver to Label masters for not fewer than album(s) (each an "Album") comprising commercially releasable tracks recorded in accordance with Label's technical requirements and approved by Label in writing where approval rights are reserved as set forth herein.

3.2 Delivery. Each master shall be delivered in the format: and shall be delivered to Label by no later than unless otherwise agreed in writing.

4. GRANT OF RIGHTS

4.1 Masters. Artist hereby irrevocably assigns and transfers to Label all right, title and interest in and to the Masters, including the exclusive right to reproduce, distribute, sell, license, adapt, publicly perform and otherwise exploit the Masters throughout the world in perpetuity, subject to Artist's retained rights in the underlying musical compositions only to the extent expressly set forth herein.

4.2 Exploitation Rights. Label shall have the exclusive right to exploit the Masters by any and all means now known or hereafter devised, including but not limited to mechanical, digital, streaming, synchronization, master licensing and audiovisual exploitation, subject to payment of royalties as provided in Section 5.

5. ADVANCES, ROYALTIES AND ACCOUNTING

5.1 Advance. Label shall pay Artist a non-returnable advance in the aggregate amount of payable in installments as follows: . Advances shall be recoupable pursuant to Section 5.3.

5.2 Royalty Rate. Label shall pay Artist royalties at the rate of of Label's net receipts from the sale or exploitation of the Masters, as computed in accordance with Label's standard accounting practices described below.

5.3 Recoupment. All advances and Label-paid recording and third-party production costs shall be fully recoupable from Artist's royalties. Until recoupment is complete, royalties shall be applied against the recoupable balance.

5.4 Accounting. Label shall render statements to Artist on a semi-annual basis, within sixty (60) days following the end of each accounting period, setting forth gross receipts, deductions, and royalties due. Artist shall have the right, upon written notice, to audit Label's books relating to this Agreement once every two (2) years at Artist's sole cost, unless an underpayment exceeding five percent (5%) of the amounts due is discovered, in which case Label shall reimburse Artist's reasonable audit costs. The time period for which Label must retain accounting records is years.

6. RIGHTS IN COMPOSITIONS; PUBLISHING

6.1 Compositions. Artist shall retain all right, title and interest in and to the musical compositions written or composed by Artist, subject to any publishing administration agreements the parties may execute. Artist shall procure and be solely responsible for any required mechanical and synchronization licenses for third-party compositions included on the Masters unless Label expressly agrees in writing to assume such obligations.

6.2 Publishing Administration. If Label agrees to administer Artist's publishing, the specific terms shall be set forth in a separate publishing addendum executed by the parties.

7. WARRANTIES, REPRESENTATIONS AND COVENANTS

7.1 Artist Warranties. Artist represents and warrants that: (a) Artist has full right and authority to enter into this Agreement and to grant the rights granted herein; (b) all Masters delivered shall be original works or properly licensed and shall not infringe the rights of any third party; (c) Artist is not subject to any restriction or agreement that would impair Artist's full performance hereunder.

7.2 Label Warranties. Label represents and warrants that it has full corporate power to enter into this Agreement and to exploit the Masters as contemplated herein and that Label's exercise of rights granted will not breach any obligation to any third party.

8. PROMOTION, TOURING AND EXPENSES

8.1 Promotion. Label shall have the right, in its discretion, to promote the Masters and Artist through advertising, publicity and promotional campaigns. Label may require Artist to cooperate in reasonable promotional activities, interviews and public appearances.

8.2 Expenses. Label shall be responsible for recording costs specifically approved in writing. Promotional expenses and tour support shall be subject to prior written agreement and shall be treated as recoupable expenditures unless otherwise agreed.

9. DELIVERY STANDARDS; ACCEPTANCE

9.1 Technical Standards. Masters shall be delivered free of defects, in the agreed format, properly labeled and accompanied by cue sheets, metadata and any splits or assignments required for exploitation.

9.2 Acceptance. Label shall have a period of thirty (30) days after delivery to accept or reject a delivered Master for technical non-compliance only. If rejected, Artist shall have a commercially reasonable period to cure defects.

10. INDEMNIFICATION

10.1 Artist Indemnity. Artist shall indemnify, defend and hold Label harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Artist's warranties or any claim that any Master infringes the rights of a third party.

10.2 Label Indemnity. Label shall indemnify, defend and hold Artist harmless from and against any claims arising from Label's exploitation of the Masters in a manner inconsistent with this Agreement or for Label's breach of its representations herein.

11. TERMINATION

11.1 Termination for Breach. Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured for thirty (30) days following written notice specifying the breach.

11.2 Effect of Termination. Termination shall not relieve either party of obligations accrued prior to termination. Upon termination for Artist's uncured breach, Label shall retain ownership of Masters delivered and shall be entitled to offset recoupable balances against future revenues as permitted herein.

12. CONFIDENTIALITY

Each party shall keep confidential the terms of this Agreement and any non-public business or financial information obtained in connection with its performance, except as required by law or as necessary to enforce rights under this Agreement.

13. NOTICES

Notices shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or mailed by certified mail to the addresses set forth above or to such other address as a party designates by notice.

14. AMENDMENTS; WAIVER; COUNTERPARTS

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

14.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

15.1 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 principles.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that implements the parties' original intent.

15.3 Entire Agreement. This Agreement, together with any written schedules or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, negotiations and discussions.

16. MISCELLANEOUS

16.1 Relationship of Parties. The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency between the parties.

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