EXCLUSIVE ARTIST AGREEMENT
AGREEMENT made as of December 24, 2014, by and between _____ Records Inc.
with offices at ______________, New York, NY _____ (hereinafter referred to as “Company”) and the artist known as __________ p/k/a “____l” residing
at _____________, ___________
(hereinafter referred to as “you,” “your” or “Artist”).
The parties hereby agree as follows: l. Term. (a)
The term hereof (the “Term”) shall consist of an initial period (the “First Contract Period”) plus the additional
“Contract Periods,” if any, by which such Term may be extended by
Company's exercise of one or more of the options granted to Company below (unless otherwise extended or suspended as provided herein). (b) You hereby irrevocably grant to Company two (2) separate consecutive options to extend the Term for additional Contract Periods. Company shall exercise its options, if at all, by written notice to you prior to or on the date upon which the Term would otherwise expire. Notwithstanding anything to the contrary contained herein, if Company has not exercised its option for a subsequent Contract Period as of the date upon which the then-current Contract Period would otherwise expire, you shall send Company written notice that such option has not yet been exercised and Company shall have fifteen (15) days from the date of its receipt of such notice to exercise the option. If Company fails to exercise its option within said fifteen (15) day period or if it notifies you in writing that it does not wish to exercise its option, then the Term shall expire. This agreement gives the right to the label to order two additional albums. An alternative goal for this indie label is to find a major label that will invest in the artist and provide additional funds and marketing muscle to make the artist a star. Paragraph 20 provides that the label has
the right to enter into such an agreement, usually referred to as a “label” deal. That deal could be
for just this artist or other artists signed to the indie label. For inst
ance, Puffy’s
label, Bad Boy Records (whose artists include French Montana and Machine Gun Kelly) has a label deal with Sony Music. See my notes on paragraph 20 for more details. (c) The First Contract Period shall commence on the date hereof and shall continue until the earlier of (i) the date that Company exercises its option a subsequent Contract Period or (ii) the date twelve (12) months after the initial commercial release in the United States of the Minimum Recording Commitment. The subsequent Contract Periods, if any, shall commence on the date following the date of expiration of the immediately preceding Contract Period and shall continue until the earlier of (i) the date that Company exercises its option for the subsequent Contract Period or (ii) the date twelve (12) months after the initial commercial release of the Minimum Recording Commitment for such Contract Period. The final contract period shall end six (6) months after release of the last Album released hereunder provided that Artist shall not be
entitled to release any music recording for any third party prior to one (1) year after release by Company or the Distributor of the last Album. (d) Notwithstanding anything to the contrary contained herein, you shall have the right to terminate the Term of this Agreement by giving written notice thereof to Company within thirty (30) days following ninety (90) days from the date of Delivery of the any Album (as hereafter defined) unless the Company has commercially released the Album. This provision requires the label to release each album within one year of delivery.
1.
The Artists should try to negotiate for a definition of “commercial release” to
include national physical and digital distribution. Otherwise, simply putting a record up on iTunes could be deemed to be a commercial release. 2. Recording Services. During the Term of this Agreement, you shall render to Company your exclusive services as a recording artist for the purpose of making Master Recordings and as otherwise set forth herein. This clause makes the artist exclusive to the label. 3. Recording Commitment. During each Contract Period, you shall render your services to Company, in accordance with the terms and conditions hereof, in connection with recording a minimum number of
Masters (the “Minimum Recording Commitment”). The Minimum Recording Commitment for
the First Contract Period shall be one (1) Album. The Minimum Recording Commitment for the subsequent Contract Period of this Agreement shall be one (1) Album. 4. Recording Procedure. (a) In connection with Master Recordings to be made hereunder, Company shall consult with you concerning the following matters and any other matters or issues arising during the recording process, provided that in the event of a disagreement between you and Company
and after good faith consultation, Company’s decision shall be final:
The label usually has final say about creative decisions, but the parties usually jointly agree and sometimes pre-agree on the selection of one or more producers. (i) Selection of the producer(s);
(ii) Selection of material to be recorded, including, without limitation, the identity and number of Compositions to be recorded; and (iii) Selection of dates of recording and studio where recording is to take place, including the cost of recording therein. The scheduling and booking of all studio time will be done by Company or the Distributor. (iv) Selection of any side artist(s), other featured artist(s), engineer(s), and any other creative personnel. (b) Each Master Recording made hereunder shall be subject to Company's and/or the Distributor's approval as commercially satisfactory for the manufacture and sale of Records. 5. Recording Costs. (a) Company and/or the Distributor will pay all specifically approved Recording Costs in connection with Master Recordings made hereunder. The recording budgets for Albums Delivered hereunder shall be determined by the Company, provided that the recording budget for the first Album to be produced hereunder shall be no less than fifteen thousand dollars ($15,000). Said recording budget, and any other Recording Costs, shall be treated as an Advance fully recoupable from any royalties payable to you below or under the Addendum to this Agreement. Company shall inform Artist of any additional recoupable Recording Costs and shall make reasonable efforts to avoid excesses to the recording budget. Notwithstanding anything to the contrary in the foregoing, you shall be solely responsible for paying any Recording Costs incurred by Company or the Distributor which are in excess of the recording budget approved by
Company and the Distributor and which are due solely on account of Artist’s actions or
omissions. You shall reimburse Company for any such costs or, at Company's discretion, Company may deduct an amount equal to such excess costs from your share of monies payable to you hereunder. You shall not incur any Recording Costs without Company's prior written approval. (b) The recording budget for the option Albums, 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 prior Album, subject to a minimum of Twenty-five Thousand Dollars ($25,000) and a maximum of One Hundred Thousand Dollars ($100,000). For the purposes of making the computations pursuant to this subparagraph, Company shall refer to accounting statements rendered to you from the initial United States release of the prior Album through the end of the accounting period immediately prior to your Delivery of the option
Album (or 12 months following Company’s initial release in the United States of the prior
Album, 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.