AGREEMENT
Dated as of
October 27, 2015
Between
________ p/k/a “_________”
c/o Steve Gordon, Esq. STEVEGORDONLAW 355 South End Avenue, Apt. 34G New York, NY 10280 (collectively,
“
you
” or “
Artist
”
) -and- ___________ Records
______________ ________________ ("Company") 1. Artist :
_________ p/k/a “__________.” (All references in this agreement to “
you
,” “
Artist
,” “
you and Artist
,” “
you or Artist
,” and their possessive forms and the like shall be understood to
refer to you alone.) 2. Term : (a) The term of this agreem
ent (the “
Term
”)
shall commence on the date hereof and
shall continue for an initial period (the “
Initial Period
”) ending on the last day of the
twelfth complete month following the date of the initial United States commercial release of the First Master. You hereby irrevocably grant to Company one (1) option to extend the Term for a further period
(the “
Option Period
”) upon the same terms and conditions applicable
to the Initial Period, except as otherwise specifically set forth herein. If Company exercises its option therefor, the Option Period shall commence upon the expiration of the Initial Period and shall continue until the last day of the twelfth complete month following the date of the initial United States commercial release of the Option Master. The option shall be exercised, if at all, by notice to you at any time prior to the date the Term would
otherwise expire. As used herein, the term “
Contract Period
” shall mean the Initial Period
or the Option Period of the Term, as such may be suspended or extended as provided herein. (b) Notwithstanding anything to the contrary contained in paragraph 2(a), if, as of the date when the then-current Contract Period would otherwise have expired, Company has not exercised its option to extend the Term for a further Contract Period, then: (i) you shall immediately send a notice to Company specifically referencing this paragraph 2(b) and
stating that Company’s option has not yet been exercised (an “
Option Warning Notice
”);
(ii) Company shall be entitled to exercise its option at any time before receiving the Option Warning Notice or within ten (10) Business Days thereafter; and (iii) the current Contract Period shall be deemed to have continued until Company exercises its option or until the end of such ten (10) Business Day period (whichever shall occur first). 3. Delivery Commitment : (a) Prior to or simultaneously with your execution of this agreement, you shall Deliver the Existing Recording.
The “
Existing Recording
” shall mean each Recording of the
performances by Artist of the Composition
currently entitled “________
,
”
from the inception of the recording thereof, including all edits, mixes and remixes thereof, if any, and all Videos relating thereto, whether
now existing or hereafter coming into existence.
The Existing Recording from the inception of recording includes all rehearsal recordings,
“outtakes,” and other preliminary versions of the
Existing Recording with unfinished vocals which were created during the production of the Existing Recording. (b) Within thirty (30) days following the commencement of the Term, you shall Deliver the First Master. The First Master will be derived from the Existing Recording (i.e., as same may be remixed or otherwise modified). (c) Within three (3) months following the first day of the Option Period, if any, you
shall Deliver one (1) additional Master (the “
Option Master
”). (The
Existing Recording, the First Master and the Option Master are sometimes referred to collectively as the
“
Committed Masters
.”)
(d) Notwithstanding the foregoing, if you submit a Master after the First Master and
prior to Company’s exercise of its option for the Option Period (the “
Early Option Master
”),
Company shall have the right to accept such Master as the Option Master hereunder. 4. Existing Recording : You hereby irrevocably sell, transfer and assign to Company all right, title and interest in and to the Existing Recording (including all copyrights and extensions and renewals of copyright therein), and the Existing Recording shall be the property of Company for the Territory free from any claims whatsoever by you or Artist or any other Person deriving rights from you or Artist. Company and you agree that the Existing Recording shall be deemed: (a) to be a Committed Master made under and as defined in this agreement for the purposes of the grant of rights, representations, warranties and other provisions of this agreement; (b) to have been recorded in the Initial Period; and (c) to be a
“Material”
under and as defined in this agreement. 5. Rights Granted : (a) The Committed Masters from the inception of the recording thereof, and all reproductions derived therefrom, together with the performances embodied thereon, shall be the property of Company in perpetuity for the Territory free from any claims whatsoever by you, Artist or any other Person. Company shall have the exclusive right throughout the Territory to copyright the Committed Masters
in Company’s name as the
author and owner of them and to secure any and all renewals and extensions of copyright throughout the Territory. Each of the Committed Masters
shall be considered a “work made for hire” for Company; if for any reason any one (1) or more of those Recordings is determined not to be a “work made for hire,” then you and Artist hereby irrevocably grant,
transfer, convey and assign to Company the entirety of the rights, titles and interests throughout the Territory in and to all of those Recordings, including the copyright, any and all renewals and extensions of copyright, and the right to secure copyright registrations therefor. You and Artist hereby irrevocably and unconditionally waive any and all so-called droit moral and like rights that you and Artist have in the Committed Masters and in the performances embodied thereon and hereby agree not to make any claim against Company or any Person authorized by Company to exploit those Committed Masters based on such moral or like rights. (b) Company and each Person authorized by Company shall have the perpetual right, for the Territory, without cost or any other liability to you or any other Person, to use and to authorize other Persons to use the Identification Materials relating to Artist, each producer, and each other Person performing services in connection with the Committed Masters, on and in the packaging of Records derived therefrom, and for purposes of advertising, promotion and trade and in connection with the marketing and exploitation of such Committed Masters and Records and general goodwill advertising, without payment of additional compensation to you, Artist or any other Person. 6. Advances : (a)
Upon receipt of invoices therefor, Company shall pay directly all Recording Costs actually incurred in the production of Committed Masters, provided such costs have been
incurred in accordance with the Authorized Budget. Such Recording Costs shall be recoupable from royalties otherwise payable under paragraph 8 and shall be deducted from, and shall not exceed, the applicable Advances for Committed Masters set forth
below (the “
Recording Funds
”).
(b) The Recording Fund for the First Master shall be Ten Thousand Dollars ($10,000), payable following the full execution of this agreement and your Delivery to Company of the Existing Recording and the First Master. (c) The Recording Fund for the Option Master, if any, shall be equal to sixty-six and two-thirds percent (66-2/3%) of the amount of net royalties credited to your royalty account hereunder in respect of USNRC Net Sales of the First Master, subject to a minimum of Ten Thousand Dollars ($10,000) and a maximum of Twenty Thousand Dollars ($20,000). For the purposes of making the computations pursuant to this paragraph 6(c), Company shall refer to accounting statements rendered to you from the initial United States release of the First Master through the end of the accounting period immediately prior to your Delivery of the Option Master (or 12 months following
Company’s
initial release in the United States of the First Master, if earlier); and (ii) solely for the purposes of making said computation, Company shall make a good faith estimate of so-
called “pipeline” royalties earned by
you hereunder in the United States, which estimate shall be based on the most current information reasonably ascertainable by Company
. As used in the preceding sentence, “pipeline” royalties means royalties for
USNRC Net Sales of the Records concerned which have been earned by you but have not yet been reported by Company on accounting statements rendered to you hereunder. 7. Discretionary Marketing : For the First Master, Company shall establish a fund in the amount of Five Thousand Dollars ($5,000) to be expended on Marketing Activities to be determined by you in consultation with Company. All amounts expended from such fund shall be deemed an
Advance hereunder. As used herein, “Marketing Activities” means any and all of the
following activities, wherever performed throughout the Territory: advertising (including customer advertising), promotional activities, publicity material, promotional videos, trailers, touring, point of purchase, sales and positioning activities and inducements, contests, giveaways and all other types of marketing efforts, advertising efforts and promotional efforts in connection with the First Master. 8. Royalties : For top-line, full-priced units of Records sold through normal retail channels in the United States, a PPD-based royalty of eighteen percent (18%), pro-rated by the number of Recordings on the Record concerned and otherwise reduced, computed, adjusted and paid in accordance with the Exhibit attached hereto and made a part hereof. All monies paid to or on behalf of you, Artist or any Person representing you or Artist, other than royalties payable under paragraphs 8 and 11 herein and the Exhibit attached hereto, shall constitute Advances, unless Company shall otherwise consent in writing. 9. Accountings/ Audits : As set forth in the Exhibit. 10. Release Commitment : (a) Provided you timely Deliver the First Master, Company will commercially release such Master in the United States within ninety (90) days following Delivery thereof
(“
First Master Release Deadline Period
”).
If Company fails to so release the First Master in the United States, you shall have the right to notify Company of its failure and stating your desire to terminate the Term if Company does not, within sixty (60) days after Company receives such notice
(“
First Master Cure Period
”)
, commercially release the First Master in the United States. If Company then fails to release the First Master in the United States by the last day of the First Master Cure Period, notwithstanding anything to the contrary contained herein, Company shall have no liability whatsoever to you or Artist, and your only remedy shall be to terminate the Term by notice to Company at any time prior to