Fill and Sign the Recording Contract Form

Exclusive Recording Contract or Agreement with Recording Artist Agreement made on the _____ day of _______________________, 20____, between ___________________________________________________ (Artist) of _________________ ______________________________________________________________________________ _________________________________________ (street address, city, county, state, zip code) , referred to herein as Artist, and ____________________________________________________ (Company), a corporation organized and existing under the laws of the state of _______________________________________, with its principal office located at __________ ______________________________________________________________________________ _________________________________________ (street address, city, county, state, zip code) , referred to herein as Company. Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Term and Purpose of Agreement A. Company does hereby engage Artist's exclusive personal services as a recording artist to perform in connection with the production of recordings for an initial period of ________ (number) year(s). Pursuant to this Agreement and during the initial period, Artist shall record _______ (number) master recordings ( masters ) or more at Company's election. Artist accepts such engagement and agrees to render performances to the best of his ability and of the same high artistic quality as induced Company to engage Artist , at recording sessions conducted by Company , at times and places it may designate. B. Artist grants Company _____ ( number) options to renew this Agreement for a period of one year, which option periods will run consecutively, on all the terms applicable to the initial period. Each option period shall commence automatically on the expiration of the initial period (or the preceding exercised option period) and shall be deemed exercised by Company unless it sends Artist a written notice terminating the Agreement not later than ______ ( number) days prior to the end of the initial period (or the preceding option). 2. Payments 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 , Company agrees, except as otherwise provided, to pay Artist as follows: A. Company will pay Artist the amount set forth in Addendum A attached hereto and made a part hereof, and initialed by each party, within _______ ( number) days after each recording session at which master recordings are recorded. All of such amounts paid to Artist by Company shall be deemed to be nonreturnable advances against any and all royalties payable to Artist by Company . B. Company will pay Artist a royalty as set forth in Addendum A attached hereto and made a part hereof, and initialed by each party, with respect to standard commercial recordings sold in the United States, based on ______ (percentage) of Company’s wholesale price. Royalties will be computed and paid on the aggregate number of recordings sold, for which Company has been paid, in each applicable royalty category. C. Company will pay Artist a royalty equal to the percent set forth in Addendum A attached hereto and made a part hereof, and initialed by each party, of Company’s net receipts with respect to recordings , including audiovisual devices, manufactured or sold outside the United States or within the United States by Company’s licensees. Company shall have the right to elect to calculate the royalties payable to Artist with respect to recordings manufactured or sold outside the United States (wherever manufactured) at _____ (percentage) of the wholesale price of recordings in the country of sale. No recording shall be deemed sold and paid for until Company shall have received payment for such recording or on account of such recording in United States dollars, provided that if Company elects to accept payment of royalties in a foreign currency, Company will deposit, to A rtist's credit (and at A rtist's expense), in such foreign currency in a depository selected by Company corporation, any payment so received as royalties applicable to this Agreement, and will notify Artist of such deposit promptly. Such deposit, in accordance with the preceding provision, shall fulfill Company obligation under this Agreement as to recording sales to which such royalty payments are applicable. D. In spite of anything to the contrary contained in this Agreement, with regard to any forms of audio-visual devices manufactured or sold within the United States, whether or not such audio-visual devices are of a kind now known or now unknown, Company will pay A rtist a royalty of _____ (percentage) of Company ’ s wholesale price for such devices. E. As to each master recording that Artist records under and pursuant to this Agreement jointly with another artist or artists whose compensation for such recording is based on a royalty, and as to recordings that are produced from such master, the royalty rate to be used in determining the royalties payable to Artist from the sale of such masters shall be computed by multiplying Artist's royalty rate or the total recording costs, as applicable, by a fraction, the numerator of which shall be one and the denominator of which shall be the total number of royalty artists whose performances are embodied in such masters. 3. Artist’s Obligations A. During the term of this Agreement, including all renewals, extensions, days of suspension, and all periods added by amendments or by other agreements, 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 Company . 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 Company . C. Should Artist violate the above-stated restrictions, Company 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. In spite of anything to the contrary contained in this Section, Artist shall at all times be permitted to make recordings of any selection for embodiment in (1) motion picture soundtracks; and (2) electrical transcriptions for broadcasts of radio and television programs, provided the right to make such recordings does not include the right to authorize anyone other than Company to use such recordings or any component of such recordings (without first obtaining Company’s express written consent) for the purpose of manufacturing, distributing, selling, advertising, or exploiting recordings for use other than that for which recordings were originally made either during the term of this Agreement or afterward. Artist agrees that if he should make any such recording , he will do so only under a written agreement containing an express provision for Company’s direct benefit prohibiting its use by anyone other than Company for any purpose other than that for which such recording was originally made, and Artist will promptly furnish Company with a copy of each such Agreement. E. Artist will take all reasonable measures in connection with any performance by him in any branch of the field of entertainment during the term of this Agreement to prevent the manufacture, distribution, and sale, at any time by any person other than Company , of recordings embodying Artist's performances. F. Artist will not record any commercial messages for use on radio or television during the term of this Agreement without Company’s prior, express, and written consent in each instance. I. Artist agrees not to issue or authorize any advertising or publicity of any kind regarding his recording activities (as distinguished from any other outside activities) without first obtaining a written clearance from Company . 4. Grant of Rights Artist hereby grants to Company : A. All rights of every kind and character, existing now or in the future, to the results of all his endeavors under this Agreement, including the ownership of all masters, positives or negatives of such masters, and recordings manufactured from such masters, and 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 Company may approve. The rights granted corporation include, but are not limited to, the complete, unencumbered, exclusive, and perpetual rights throughout the world to record, manufacture, reproduce, broadcast, transmit, publish, sell, lease, license, produce, advertise, exhibit, distribute, perform, and otherwise use or dispose of for any purpose, in any manner, and by any means, any part of the matters and things referred to above in this section, all without payment to Artist of any royalty or compensation except as provided in this Agreement. 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 (as well as recordings , transcriptions, films, and other reproductions of such recordings , transcriptions, and films) in connection with recordings made under this Agreement, any device using such recordings and in any other manner reasonably related to the business and the various products and services of Company , its affiliates, parent, subsidiary, and related companies. The publicity rights granted to Company under this Agreement shall be perpetual, but after the expiration or termination of the term of this Agreement, such rights shall be nonexclusive and may be exercised by Company only in connection with the sale, distribution, advertising, and exploitation of recordings made under this Agreement, with the understanding, however, that any contract, commitment, license, or authorization made or issued by Company during such term in the exercise of its rights under this Agreement shall in no way be affected by the expiration or termination of this Agreement. C. The right to use Artist's name, voice, likeness, and biographical material concerning him throughout the world in connection with the exploitation of merchandising rights. During the term of this Agreement, Artist will not grant merchandising rights to any person other than Company . The words merchandising rights as used in this Agreement shall include, but not be limited to, all rights with respect to books, cartoon and newspaper publications, animated cartoons, toys, novelties, figures and figurines, trinkets, fabric, apparel, food, drink, and other goods and services whether of a similar or dissimilar nature. Company may from time to time obtain specific written consent from Artist regarding particular commercial tie-ins or other uses of Artist's name, likeness, voice, or other sound effects, but Artist acknowledges that such practice is, and shall be, a matter of courtesy and accommodation to him, and shall not be construed as a waiver of any provision of this Agreement, and may be discontinued in whole or in part at any time. 1. In connection with the exploitation by Company of the rights granted in this Paragraph C , and in addition to any other amounts payable to Artist under this Agreement, Company will pay A rtist a royalty of (a) ____ % of the monies received by Company from persons licensed by Company to exercise any of the merchandising rights (provided such persons are not subsidiaries or affiliates of Company ) after deducting Company’s actual out-of-pocket expenses incurred in connection with the exploitation of such rights; and (b) ____ % of the gross receipts of Company (or any Company subsidiary to or affiliated with Company ) arising out of exploitation by Company (or such affiliated or subsidiary Company) of the merchandising rights granted under this Agreement. 2. If the name, voice, likeness, or biographical material of any other person or character is used in the exercise of any merchandising right for which Artist is entitled to payment under this Agreement, Artist will receive that proportion of the relevant amount specified above, as A rtist bears to the total number of persons or characters, including, himself, whose names, voices, likenesses, or biographical material are so used. 3. Royalties under this Paragraph C shall be computed and paid in the manner and at the times provided for computation and payment of royalties on recordings . D. The right and power to take such action as Company deems necessary, either in Artist's name or in Company's name, against any person who uses Artist's services or name, likeness, or other identification of Artist in violation of Company’s rights under this Agreement, but at Company’s expense, unless such use is made with Artist's assistance. E. Artist grants and assigns to Company all rights of copyright, including but not limited to copyright rights in and to sound recordings , throughout the world, for the full term of such copyrights, and the right to register such copyright in Company’s name and to affix appropriate copyright notices in Company’s name or in the name of its licensees, assignees, or designees as Company in its sole discretion determines, in and to Artist's services and the proceeds of such services, and in and to the services and the results and proceeds of such services of any other persons performing services on A rtist's or Company’s behalf. Artist further agrees to secure from each such person performing such services on his behalf the right to fulfill his obligations under the grant just stated. Artist agrees to execute any document required of him in this connection, or appoint Company as his attorney-in-fact to execute such documents as Company deems necessary in his name. 5. Accounting A. Statements as to royalties payable under and pursuant to this Agreement shall be sent to Artist by Company or will be available to Artist at Company’s offices, on the first day of ___________________________ ( month) , for the semi-annual period ending the preceding June 30th and on the first day of __________________________ ( month) , for the semi-annual period ending the preceding December 31st, together with payment of accrued royalties, if any, earned by Artist during the proceeding semi-annual period, less all advances and charges under this Agreement and any other agreement between Artist and Company or a subsidiary or affiliated or related company. B. Artist shall be deemed to have consented to all royalty statements and all other accounts rendered to him by Company , and such statements and other account shall be binding on Artist and not subject to any objection by him for any reason, unless specific objection in writing, stating the basis of the objection, is given by Artist to Company , within ______ (number) days from the date rendered. C. Company shall maintain books of account concerning the sale, distribution, and exploitation of 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 Company’s usual business hours, examine Company’s books pertaining to the recordings made under this Agreement. D. Company shall have the right, in its sole discretion, by giving Artist written notice, to change its accounting periods from time to time during the term of this Agreement, and in the event of any such change, Company shall provide artist at least two semi-annual statements per year for the changed accounting periods. 6. Costs A. As to any performance by Artist under this Agreement, he agrees that Company may engage in A rtist's behalf vocalists, conductors, contractors, musicians , arrangers, orchestrators, and copyists selected by Company , in connection with such performances, and Artist authorizes Company to pay each and all such persons on his behalf. B. If A rtist should delay the commencement or completion of, or be unavailable for any recording session designated by Company under this Agreement, for any reason, Artist agrees to pay all the expenses and charges actually incurred or paid by Company by reason of such delay or unavailability. C. No royalty shall be payable to Artist under this Agreement until Company shall have recouped from such royalties a sum equal to all sums advanced to Artist pursuant to Section 2 of this Agreement. 7. Warranties and Representations A. Artist represents, warrants, and agrees that: 1. All compositions and other works created or furnished by Artist under this Agreement will be unpublished, wholly original, and not copied from any sources, except the public domain or material furnished by Company , and that the compositions and works created or furnished by A rtist will not infringe or invade the personal or property rights of any person, firm, corporation, or other entity. 2. Artist will, at corporation's request, cooperate fully with Company in any controversy that may arise or litigation that may be brought concerning any rights obtained by Company corporation under this Agreement. 3. Artist agrees to indemnify Company and hold it harmless against all loss or damage (including attorney's fees) arising out of or connected with any claim by a third party that is inconsistent with any of the warranties or representations made by Artist in this Agreement, or any loss, damage, liability, or expense resulting from Artist's breach of any warranty, representation, or agreement made by A rtist , and agrees to reimburse Company on demand for any payment made by Company at any time after the effective date of this Agreement with respect to any liability or claim to which the foregoing indemnity applies. B. No warranties or representations shall be deemed to have been made either by Artist or Company except as expressly set forth in this Agreement. Without limitation to the above, however, it is specifically agreed that Company makes no representation or warranty that it will actually make any recording under this Agreement or exploit any recording or use any particular efforts to exploit any products of Artist's services. 8. Excusable Delay Neither party to this Agreement shall be liable to the other for any loss, cost, or damages, arising out of, or resulting from, any failure to perform in accordance with the terms of this Agreement where such failure shall be beyond the reasonable control of such party, which, as employed in this Section, shall be deemed to mean, but not be limited to, acts of God, strikes, lockouts, or other industrial disturbances, wars, whether declared or undeclared, blockades, insurrections, riots, governmental action, explosions, fire, floods, or any other cause not within the reasonable control of either party. 9. Termination A. Company reserves the right, at its election, to terminate the operation of this Agreement if, for any reason, A rtist 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 , Company , 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 his performances should cease to be of the high artistic quality that induced Company to engage him, or if A rtist should cease to work seriously at and pursue a career as a singer 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, Company , 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, and be relieved of any reliability in connection with unrecorded masters. 10. 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. 11. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________________________. 12. Mandatory Arbitration Notwithstanding the foregoing, and anything herein to the contrary, 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. 13. 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. 14. 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. 15. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 16. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. ___________________________________ (COMPANY) ________________________________________ By_________________________________ (ARTIST) (Name and Office in Corporation) Attach Addendum