Recording Contract: 4 (MMAPGX) Print

in #mmapgx6 years ago

12.10 Neither you, nor any Person deriving any rights from you, will at any time do or authorize any Person to do anything inconsistent with, or that might diminish, impair or interfere with, any of Company’s rights hereunder or the full and prompt performance of your obligations hereunder.

12.11 You are not under any disability, restriction or prohibition respecting Compositions recorded hereunder.

12.12 You hereby represent and warrant that you are above the legal age of majority pursuant to the laws governing this agreement and the performance hereunder.

  1. Company’s Additional Remedies

13.1

(a)

Without limiting any other rights and remedies of Company hereunder, if you fail to Deliver any Masters hereunder within sixty (60) days after the time prescribed in Article 2, Company will have the following options, each exercisable by notice to you:

(i)

Company may suspend its obligations to make payments to you under this agreement until you have cured the default; and/or

(ii)

Company may terminate the term of this agreement at any time, whether or not you have commenced curing the default before such termination occurs; and

(iii)

in the event Company terminates the term of this agreement under subparagraph 13.1(a)(2) above, you shall repay the amount not then recouped of any Advance previously paid by Company and not specifically attributable under paragraph 5.2 to an Album that has been Delivered, except as expressly provided in the next sentence. Notwithstanding the foregoing, you will not be required to repay any such amounts which you have spent on documented approved Recording Costs in connection with the Album that has not been delivered and which have been paid to third parties with whom you have no affiliation. For the avoidance of doubt, any such third party payments will be recoupable in accordance with paragraph 4.2 above.

(b)

If Company terminates the term of this agreement under subparagraph 13.1(a)(2) above, all parties will be deemed to have fulfilled all of their obligations under this agreement except those obligations that survive the end of the term of this agreement [e.g., indemnification obligations, Company’s obligation to account and pay royalties to you, re-recording restrictions, and your obligations under subparagraph 13.1(a)(3)]. No exercise of an option under this paragraph will limit Company’s rights to recover damages by reason of your default, its rights to exercise any other option under this paragraph, or any of its other rights.

13.2 If your voice should be or become materially and permanently impaired, as determined by a physician selected by Company, or if you otherwise become physically unable to perform recording and/or personal appearances for a period in excess of six (6) consecutive months and/or if you cease to pursue a career as an entertainer, Company will have the right to terminate the term of this agreement by notice to you at any time during the period in which such contingency continues and thereby be relieved of any liability for the executory provisions of this agreement (other than Company’s obligation to account and pay royalties when due).

13.3 You acknowledge, recognize and agree that your services hereunder are of a special, unique, unusual, extraordinary and intellectual character, giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated for by damages in an action at law. Inasmuch as a breach of such services will cause Company irreparable damages, Company will be entitled to injunctive and other equitable relief, in addition to whatever legal remedies are available, to prevent or cure any such breach or threatened breach. Nothing in this agreement will prevent you from opposing such injunctive relief on any grounds that do not negate your acknowledgments in this paragraph.

13.4 The rights and remedies of Company as specified in this agreement are not to the exclusion of each other or of any other rights or remedies of Company. Company may decline to exercise one or more of its rights and remedies as Company may deem appropriate without jeopardizing any other of its rights or remedies. All of Company’s rights and remedies will survive the expiration of the term of this agreement. Notwithstanding anything in this agreement, Company may at any time exercise any right it now has or at any time hereafter may be entitled to as a member of the public as though this agreement were not in existence.

13.5

(a)

You agree to and do hereby indemnify, save and hold Company and its licensees harmless from any and all liability, loss, damage, cost and expense (including legal expenses and attorney fees) arising out of or connected with any breach or alleged breach of this agreement or any claim that is inconsistent with any of the warranties or representations made by you in this agreement. You agree to reimburse Company on demand for any payment made or incurred by Company with respect to the foregoing sentence, and, without limiting Company’s rights or remedies, Company may deduct any amount not so reimbursed by you from any monies Company or an affiliate of Company owes you, whether hereunder or otherwise.

(b)

Pending the determination of any claim in respect of which Company is entitled to be indemnified, Company may withhold monies otherwise payable to you hereunder in an amount not to exceed your reasonable potential liability to Company pursuant to this paragraph 13.5. At your written request, Company will release any such monies withheld if no legal action has been commenced on such claim, no settlement discussions have taken place and no further demand has been made on the claim for a period of at least one (1) year after the date of the last claim, demand or settlement discussion, whichever last occurred. If Company pays a claimant more than $ __________(the “Pre-authorized Amount”) in settlement of any claim not reduced to judgment, you will not be obligated to reimburse Company for any of the settlement in excess of the Pre-authorized Amount unless you have consented to the settlement in writing. If you do not consent to a settlement proposed by Company for an amount exceeding the Pre-authorized Amount, you will nevertheless be required to reimburse Company for the full amount unless you make bonding arrangements, satisfactory to Company in its sole discretion, to assure Company of reimbursement for all damages, liabilities, costs and expenses (including legal expenses and counsel fees) that Company and its licensees may incur as a result of that claim.

(c)

Company will promptly notify you of any action commenced on any claim subject to your indemnity hereunder. You may participate in the defense of any such claim through counsel of your selection at your own expense, but Company will have the right at all times, in its sole discretion, to retain or resume control of the defense of such claim.

  1. Definitions

14.1 “Advance”—a prepayment of royalties. Advances are chargeable against and recoupable from any royalties (other than Mechanical Royalties except as otherwise set forth to the contrary herein) otherwise payable hereunder.

14.2 “Advertising and Promotion Purposes,” when used in connection with Videos or Company Website Material—all uses for which Company receives no monetary consideration from licensees in excess of the costs of the Video or Company Website Material, an incidental fee, a reasonable amount as reimbursement for its administrative costs, and the actual costs incurred by Company in connection with such Videos or Company Website Material (e.g., for tape stock, duplication of the Videos and shipping).

14.3 “Album” or “LP”—a sufficient number of Masters embodying your performances to comprise one (1) or more compact disc Records, or the equivalent, of not less than forty (40) minutes of playing time and containing at least ten (10) different Compositions.

14.4 “Artist Domain Name”—a name embodying “__________” together with one or more other words mutually selected or approved by Company and you followed by “.XXX”, as Internet Addresses. As used in the preceding sentence “.XXX” shall mean each and every so-called “second level” domain name now in existence or hereafter implemented including without limitation, “.com”, “.net”, “.org” together with territorial identifiers, e.g., “.UK”.

14.5 “Ancillary Exploitations”—

(a)

the leasing of commercial advertising space to Persons other than Company or its licensees on the Company Artist Website;

(b)

the placement on the Company Artist Website of hyperlinks to so-called “ecommerce” Websites owned or controlled by Persons other than Company or its licensees; and

(c)

the inclusion of computer software, or Website links in ECD Material; and

(d)

Company’s limited waiver of its exclusivity hereunder in granting a third party limited rights to broadcast a so-called “cybercast” of your performance via the Internet including any rebroadcasts of such performance, provided you and Company have approved such cybercast.

14.6 (a)

“Artist Website”—Websites relating to you.

(b)

“Company Artist Website”—the Artist Website created, maintained and/or hosted by Company or its licensees.

14.7 “Budget Record”—a Record which bears either:

(a)

a wholesale price equal to or less than two-thirds (2/3) of the highest wholesale price in the country concerned of top-line single-unit Records in the configuration concerned; or

(b)

a Suggested Retail List Price equal to or less than two-thirds (2/3) of the highest Suggested Retail List Price in the country concerned of top-line single-unit Records in the configuration concerned.

14.8 “Commercial Purposes”—when used in connection with Videos or Company Website Material—any use that is not for Advertising and Promotional Purposes (as defined above).

14.9 “Composition”—a single musical composition, irrespective of length, including all spoken words and bridging passages, including a medley.

14.10 “Contract Period”—the initial period, or any option period, of the term hereof (as such periods may be suspended or extended as provided herein).

14.11 “Container Charge”—ten percent (10%) of the Suggested Retail List Price for a single-fold analog disc Record in a standard sleeve with no insert; fifteen percent (15%) of the Suggested Retail List Price for an analog disc Record in a double-fold or gatefold jacket, in a nonstandard sleeve or jacket, or with inserts; twenty percent (20%) of the Suggested Retail List Price for analog cassette tape Records; and twenty-five percent (25%) of the Suggested Retail List Price for Records in the form of Compact Discs, Digital Compact Cassettes, Mini-Discs, Records sold in the form of other digital configurations, audiophile Records, Records sold in the form of any other new configurations, audiovisual Records, and for any other Record other than as herein provided; provided, however, there shall be no Container charge on Electronic Transmissions.

14.12 “Controlled Composition”—a Composition wholly or partly written, owned or controlled by you, a producer or any Person in which you or a producer has a direct or indirect interest.

14.13 “Delivery”—the receipt by Company of the fully mixed, edited and equalized Masters as provided in paragraphs 2.1 and 2.5 as well as the submission by you in written form of all necessary information, consents, clearances, licenses and permissions, including without limitation those relating to all samples, if any, interpolated in the Master Recordings, such that Company may manufacture, distribute and release the Records concerned, including, without limitation, all label copy, publishing and songwriting information (including, without limitation, applicable music performance rights organizations, and the names, addresses and telephone numbers of publishers), Album credits, the timings of and lyrics to each Composition contained on a Record, ancillary materials prepared by or for you which are required hereunder, first use mechanical licenses, if applicable, sideartist permissions, guest artist clearances, and any information required to be delivered to unions, guilds or other third parties.

14.14 “Developing Artist Series”—a program pursuant to which Company initially releases Through Normal Retail Channels in the United States, at a price (which may be effectuated by way of a rebate) equivalent to a Midline Record or a Budget Record, new Albums delivered to Company by one (1) or more of its developing artists.

14.15 “Digital Master”—a fully mixed, edited, equalized and leadered digital stereo tape master ready for the production of parts from which satisfactory Records can be manufactured.

14.16 “Distributor”—any Person authorized by Company to manufacture and distribute (or solely distribute) Company’s Records.

14.17 “ECD Material”—all material acquired or created for inclusion in the “enhanced” or multimedia portion of an enhanced CD, CD Plus, CD ROM, DVD, or any other similar configuration, whether now known or hereafter created, (including, without limitation, Videos, photography, graphics, technology, software, so-called “hyperlinks” to Internet Addresses, etc.).

14.18 “Electronic Transmission”—any transmission to the consumer, whether sound alone, sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to, “cybercasts,” “webcasts,” “streaming audio,” “streaming audio/video,” “digital downloads,” “mobiletones,” direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, telephone system, broadcast station, and any other forms of transmission now known or hereafter devised) whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient. All references in this Agreement to the “distribution” of Records, unless expressly provided otherwise, shall be understood to include the distribution of records by way of Electronic Transmission thereof.

14.19 “Internet Addresses”—Uniform Resource Locators, addresses and/or domain names.

14.20 “Joint Recordings”—Masters recorded pursuant to this agreement embodying your performance and any performance by another artist with respect to whom Company is obligated to pay royalties.

14.21 “Master,” “Master Recording” or “Recording”—any recording of sound, whether or not coupled with a visual image, by any method and on any substance or material, whether now or hereafter known, that is, is intended to be, or could be embodied in or on a Record.

14.22 “Materials”—all Compositions embodied on a Master or Video hereunder; each name or sobriquet used by you, individually or as a group; and all other musical, dramatic, artistic and literary materials, ideas and other intellectual properties furnished or selected by you or any individual producer and contained in or used in connection with any Artist Website, Company Website Material, ECD Material, Recordings made hereunder or the packaging, sale, distribution, advertising, publicizing or other exploitation thereof.

14.23 “Mechanical Royalties”—royalties payable to any Person for the right to reproduce and distribute copyrighted musical compositions on Records.

14.24 “Midline Record”—a Record which bears either:

(a)

a wholesale price equal to more than two-thirds (2/3), but no more than eighty-five percent (85%), of the highest wholesale price in the country concerned of top-line single-unit Records in the configuration concerned; or

(b)

a Suggested Retail List Price equal to more than two-thirds (2/3), but no more than eighty-five percent (85%), of the highest Suggested Retail List Price in the country concerned of top-line single-unit Records in the configuration concerned.

14.25 “Mini Album” or “EP”—any Record, other than an Album, containing more than three (3) different Compositions.

14.26 “Multiple Record Album”—an Album containing two (2) or more cassettes, compact discs, or other configuration packaged as a single unit. For purposes of the Recording Commitment hereunder and for computing the applicable Authorized Budget or Advance, a Multiple Record Album accepted by Company will be deemed only one (1) Album.

14.27 “Net Receipts,”“net sums,” or “net amount received” and similar terms in this agreement—royalties or flat payments received by Company in connection with the subject matter thereof solely attributable to Masters or Videos hereunder, less all of Company’s custom manufacturing, duplication, and packaging costs, less all advertising expenses and less any costs or expenses that Company incurs (such as, without limitation, production costs, Mechanical Royalties and other copyright payments, AF of M and other union or guild payments.

14.28 “Net Sales”—one-hundred percent (100%) of all sales of Records paid for and not returned (or such lesser percentage [not to be less than ninety percent (90%)] upon which Company’s principal Distributor in the Territory concerned pays Company), less returns and credits, after deduction of reserves against anticipated returns and credits.

14.29 “Performance”—singing, speaking, conducting, or playing an instrument, alone or with others.

14.30 “Person”—any individual, corporation, partnership, association or other organized group of persons or legal successors or representatives of the foregoing.

14.31 “Phonograph Record”—a Record in a physical, non-interactive Record configuration (e.g., a vinyl disc, a cassette tape, a Compact Disc, a videocassette, etc.) as created by the manufacturer and/or distributor prior to its placement in distribution channels intended to reach the consumer.

14.32 “Recording Costs”—all amounts described in paragraph 4.1 above (other than so-called “per record” union payments) plus all other amounts representing direct expenses incurred by Company in connection with the recording of Masters hereunder (including, without limitation, travel, rehearsal, vocal coaching, musical instrument lessons, equipment rental and cartage expenses, costs incurred in connection with sampling, remixing and/or “sweetening”, advances to individual producers, transportation costs, hotel and living expenses approved by Company, all studio and engineering charges, and all costs necessary to prepare Masters for release on all applicable media including those costs necessary to prepare final, equalized tapes therefor).

14.33 “Record”—all forms of reproduction, now or hereafter known, manufactured and/or distributed primarily for personal use, home use, school use, juke box use or use in means of transportation, including but not limited to sound-alone Recordings, audiovisual Recordings, interactive media (e.g., CD-ROM), and Electronic Transmissions.

14.34 “Royalty Base Price”—the Suggested Retail List Price less all excise, sales and similar taxes included in the price and less the applicable Container Charge.

14.35 “Sample(s)” or “sample(s)”—the embodiment of pre-existing Recording(s) and/or Composition(s) on a Master or Masters hereunder; provided, however, if all rights required for the purpose of manufacturing and distributing Records hereunder may be obtained by Company pursuant to a compulsory mechanical license such embodiment is not a Sample.

14.36 “Side”—a Recording of not less than three (3) minutes of continuous sound.

14.37 “Single”—a Record containing not more than three (3) different Compositions.

14.38 “Suggested Retail List Price” or “SRLP”—

(a)

With respect to Records sold for distribution in the United States:

(i)

Other than with respect to Electronic Transmissions sold directly to consumer: Company’s published suggested retail list price in the United States, it being understood that a separate calculation of the suggested retail list price will be made for each price configuration of Records manufactured and sold by Company.

(ii)

With respect to Electronic Transmissions sold directly to a consumer: the actual amount received by Company for such Records less any referral fees, commissions or similar fees payable to any Person unaffiliated with Company who, through their Website, electronic mail or other means, refers or directs to Company a purchaser of an Electronic Transmission or otherwise facilitates Company’s sale to such consumer.

(b)

With respect to Records sold for distribution outside the United States: the retail equivalent price utilized by Company’s licensee in computing monies to be paid to Company for the Record concerned, provided that in any country where there is no actual suggested or applicable retail list price, the SRLP will be deemed to be the price established by Company or its licensee(s) as the retail equivalent price in conformity with the general practice of the recording industry in such country.

(c)

Notwithstanding anything to the contrary contained herein, the Suggested Retail List Price for premium Records will be Company’s actual sales price of such Records.

(d)

Notwithstanding anything to the contrary herein, the Suggested Retail List Price with respect to so-called home video devices will be Company’s published wholesale price for the device concerned.

(e)

Notwithstanding anything to the contrary herein, the Suggested Retail List Price with respect to Records (other than Electronic Transmissions) sold by Company directly to a consumer through direct response, or otherwise will be Company’s actual sales price of such Records.

14.39 The words “term of this agreement” or “period of this agreement” or “term hereof” or “so long as this agreement remains in force” or words of similar connotation refer to the initial period of this agreement and the period of all renewals, extensions and substitutions or replacements of this agreement.

14.40 “Territory”—the Universe.

14.41 “Through Normal Retail Channels”—Net Sales other than as described in paragraphs 6.2 (except that the fact that a Record is a compact disc will not in and of itself render such a sale not Through Normal Retail Channels provided it meets all other requirements therefor), 6.3, 6.4, 6.5, and 6.6. Notwithstanding the foregoing, Net Sales of a Multiple Record Album Delivered hereunder in fulfillment of your Recording Commitment with Company’s written consent shall be deemed a sale Through Normal Retail Channels.

14.42 “United States”—the United States of America, its territories, possessions and military exchanges.

14.43 “USNRC Net Sales”—Net Sales Through Normal Retail Channels of the applicable Record sold for distribution in the United States.

14.44 “Video Costs”—any and all costs incurred by Company in connection with the production or exploitation of Videos and/or the acquisition of rights with respect thereto.

14.45 “Videos”—sight and sound Recordings that reproduce the audio performances of recording artists together with a visual image.

14.46 “Website”—a series of one (1) or more interconnected documents or files that are formatted using the Hypertext Markup Language, or any similar language, and that are intended to be accessible by Internet users.

14.47

(a)

“Website Material”—all material acquired or created for inclusion on an Artist Website (including, without limitation, Videos, photography, graphics, technology, so-called “hyperlinks” to Internet Addresses, on-line chats, and electronic press kits or so-called “EPK”s).

(b)

“Company Website Material”—all Website Material for the Company Artist Website.

  1. Notices and Payments

15.1 All notices required to be given to a party hereto must be in writing and sent to the address for the party first mentioned herein, or to such new address if changed as described below, in order to be effective. All royalties and royalty statements will be sent to you at your address first mentioned herein. Each party may change its respective address hereunder by notice in writing to the other. All notices sent under this agreement must be in writing and, except for royalty statements, may be sent only by personal delivery, registered or certified mail (return receipt requested), or by overnight air express (or courier shipment if outside the United States) if such service actually provides proof of mailing. The day of mailing of any such notice will be deemed the date of the giving thereof (except notices of change of address, the date of which will be the date of receipt by the receiving party). Facsimile transmissions will not constitute valid notices hereunder, whether or not actually received. A courtesy copy of any notice to Company shall be sent to ____________________.

  1. Miscellaneous

16.1 Unless otherwise provided herein, as to all matters to be determined by mutual agreement and as to where any approval or consent by a party is required, such agreement, approval or consent may not be unreasonably withheld.

16.2 Unless otherwise provided herein, your agreement, approval or consent, whenever required, will be deemed to have been given unless you notify Company otherwise within five (5) business days following the date of Company’s written request to you therefor.

16.2 The invalidity or unenforceability of any provision hereof will not affect the validity or enforceability of any other provision hereof. This agreement contains the entire understanding of the parties relating to its subject matter. No change of this agreement will be binding unless signed by the party to be charged. A waiver by either party of any provision of this agreement in any instance will not be deemed to waive it for the future. All remedies, rights, undertakings and obligations contained in this agreement are cumulative, and none of them are in limitation of any other remedy, right, undertaking or obligation of either party. Nothing contained herein will be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation, the latter will prevail; but the provision of this agreement which is affected will be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

16.4 Company has the right at any time during the term hereof to obtain insurance on your life, at Company’s sole expense and cost, with Company being the sole beneficiary thereof. You agree that you will fully cooperate with Company in connection with the obtaining of such a policy, including, without limitation, submitting to any required physical examination and completing any documents necessary or desirable in respect thereof. Neither you nor your estate(s) have any right to claim the benefit of any such policy obtained by Company. If you fail your physical examination, such will not be a breach of this agreement, but thereafter Company will have the right to terminate the term hereof.

16.5 Company may assign its rights under this agreement in whole or in part only to any subsidiary, affiliated or controlling corporation, to any Person owning or acquiring a substantial portion of the stock or assets of Company, or to any partnership or other venture in which Company participates, and such rights may be assigned by any assignee. Company may also assign its rights to any of its licensees, if advisable in Company’s sole discretion to implement the license granted. Neither you nor Artist shall be entitled to assign this agreement in whole or in part without the prior written consent of Company. Any assignment or purported assignment not authorized herein shall be null and void, and of no legal force or effect.

16.6 Neither you nor Company will be entitled to recover damages or to terminate the term of this agreement by reason of any breach by the other party of its material obligations hereunder unless the breaching party fails to remedy such breach within thirty (30) days following receipt of the non-breaching party’s notice thereof. The foregoing cure period will not apply to your warranties hereunder, where a specific cure period is provided herein, to your obligation to Deliver Masters hereunder, to breaches incapable of being cured, or to an application for injunctive relief.

16.7 You recognize that the sale of Records is speculative and agree that the judgment of Company with respect to matters affecting the sale, distribution and exploitation of such Records is binding upon you. Nothing contained in this agreement obligates Company to make, sell, license or distribute Records manufactured from the Masters recorded hereunder except as specified herein.

16.8 This agreement has been entered into in the State of Tennessee. The validity, interpretation and legal effect of this agreement is governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within such State. The Tennessee courts (state and federal), located in Nashville, will have exclusive jurisdiction over any controversies regarding this agreement, and the parties hereto consent to the jurisdiction of said courts. Any process in any action, suit or proceeding arising out of or relating to this agreement may, among other methods, be served upon you by delivering it or mailing it in accordance with Article 15 above. Any such process may, among other methods, be served upon Artist or any other Person who approves, ratifies, or assents in writing to this agreement to induce Company to enter into it, by delivering the process or mailing it to you or the other Person concerned in the manner prescribed in Article 15. Any such delivery or mail service will have the same force and effect as personal service.

16.9 In entering into this agreement and in providing services pursuant hereto, you have and will have the status of an independent contractor. Nothing herein contemplates or constitutes you as Company’s agent or employee.

16.10 The headings of the Articles herein are intended for convenience only and will not be of any effect in construing the contents of this agreement.

16.11 This agreement will not become effective until executed by all parties hereto.

16.12 Any and all riders, exhibits or schedules annexed hereto together with this basic document constitute this agreement.

16.13 In the event of any action, suit or proceeding arising from or based on this agreement brought by either you or Company against the other, the prevailing party shall be entitled to recover from the other its reasonable attorneys’ fees and costs in connection therewith in addition to any other relief to which the prevailing party may be entitled.

16.14 You hereby acknowledge that you have been advised to seek the advice of independent legal counsel with regard to the interpretation and legal effect of this agreement and that you have had ample opportunity to do so and have either done so or have voluntarily relinquished your right to do so.

  1. Leaving Member Provisions

17.1 The term “you” as used in this agreement refers individually and collectively to the members of that group (whether presently or hereafter signatories to or otherwise bound by the terms of this agreement) currently professionally known as __________(the “Group”). A breach of any term of this agreement or a disaffirmance or attempted disaffirmance of this Agreement on the ground of minority by or with respect to any member of the Group shall, at Company’s election, be a breach by or with respect to the entire Group.

17.2 Individuals in addition to those presently members of the Group may become members of the Group only with Company’s prior written approval. Additional members shall be bound by the terms of this Agreement relating to you and you shall cause any additional member to execute and deliver to Company such documents as Company may deem necessary or desirable to evidence that individual’s agreement to be so bound. You shall not, without Company’s prior written consent, record any Master Recordings embodying the performances of an additional member prior to your delivery to Company of those documents, and if you do so, those Master Recordings, if Company so elects, shall not apply towards the fulfillment of your Recording Commitment.

17.3 If any individual member of the Group (“Leaving Member”) ceases to be an actively performing member of the Group (e.g., that individual ceases regularly to record or perform live as a member of the Group or ceases regularly to. engage in other professional activities of the Group), you shall promptly give Company written notice thereof by certified or registered mail, return receipt requested. You shall designate a replacement member for that Leaving Member and Company shall have the right to approve of that replacement member. The replacement member shall be bound by the terms of this contract relating to you and you shall cause a replacement member to execute and to deliver to Company such documents as Company may deem necessary or desirable to evidence that replacement member’s agreement to be so bound. You shall not, without Company’s prior written consent, record any Master Recordings embodying the performances of a replacement member prior to your delivery to company of those documents, and if you do so, those Master Recordings, if Company so elects, shall not apply towards the fulfillment of your Recording Commitment.

17.4

(a)

Company shall have the irrevocable option for the exclusive recording services of any Leaving Member. Company may exercise such option at any time by written notice to the Leaving Member but such notice shall be given no later than one hundred eighty (180) days after the date upon which Company shall have received the written notice required to be sent by you and referred to in paragraph 17.3 above. If Company shall so exercise its option with respect to any Leaving Member, that Leaving Member shall render his or her exclusive recording services to Company on the same terms and conditions contained in this agreement, except as otherwise hereinafter provided (the “Leaving Member Contract”):

(i)

The term of a Leaving Member Contract shall consist of an initial Contract Period commencing as of the date of Company’s written notice to that Leaving Member pursuant to the preceding provisions of this paragraph 17.4 and shall continue until the later of (a) the last day of the twelfth (12th) month following the month of your Delivery to Company or (b) the last day of the ninth (9th) month following the month of Company’s United States initial retail street date, of the Album Delivered by you in fulfillment of your Recording Commitment for the initial Contract Period, or such fewer number of days of which Company may notify the Leaving Member in writing. Company shall have the same number of options, each to extend the Term of the Leaving Member Contract for a Option Period, as equal the number of separate renewal options remaining under this agreement pursuant to Article 1 above as of the date that individual became a Leaving Member, but in no event shall Company have fewer than four (4) renewal options.

(ii)

Each Option Period under the Leaving Member Contract shall run consecutively and shall commence upon the expiration of the immediately preceding Contract Period thereunder and shall continue until the later of (a) the last day of the twelfth (12th) month following the month of your Delivery to Company or (b) the last day of the ninth (9th) month following the month of Company’s United States initial retail street date, of the Album Delivered by you in fulfillment of your Recording Commitment for the Contract Period, or such fewer number of days of which Company may notify the Leaving Member in writing. Company may exercise each option by giving the Leaving Member written notice of Company’s election to do so at any time prior to the commencement of the Option Period for which it is exercised.

(iii)

During the initial Contract Period and each Option Period of the Leaving Member Contract, the Leaving Member shall (in addition to any Demo Recordings required pursuant to paragraph 17.4(c) below) record and deliver to Company, at such times as Company shall designate or approve sufficient, Master Recordings embodying the Leaving Member’s performances to constitute one (1) Album, plus, at Company’s election, additional Master Recordings embodying that Leaving Member’s performances, but in no event shall the Leaving Member be required to record for or deliver to Company in excess of twenty-four (24) Master Recordings during any particular Contract Period of the Leaving Member Contract.

(iv)

The Advances set forth in Article 5 [and the Authorized Budgets set forth in Article 3] above shall not apply to the Master Recordings recorded by a Leaving Member under a Leaving Member Contract. Instead, Company shall pay the Recording Costs of the Master Recordings recorded at recording sessions conducted in accordance with the terms of the Leaving Member Contract in an amount not in excess of the recording budget therefor approved by Company in writing.

(v)

With respect to Master Recordings embodying the performances of a Leaving Member recorded pursuant to a Leaving Member Contract, the royalty rates pursuant to paragraph 10.1 shall be [seventy-five (75%) percent] of the otherwise applicable royalty rates.

(vi)

If your account is in an unrecouped position as of the date of Company’s written notice to that Leaving Member, an amount equal to all unrecouped advances or charges against royalties pursuant to this agreement multiplied by a fraction, the numerator of which shall be one (1), and the denominator of which is the total number of individual members of the Group as of the date of your notice to Company pursuant to paragraph 17.3 hereof (the “Fraction), shall be deemed an advance with respect to a particular Leaving Member, recoupable from royalties payable by Company under the Leaving Member Contract with that Leaving Member; provided, however, that to the extent Company recoups any such portion of the unrecouped balance from the Leaving Member’s royalties, the amounts so recouped shall be credited to your account hereunder. Further, Company shall have the right to recoup from the Leaving Member’s share (if any) of royalties payable to you under this agreement any such advances or charges under the Leaving Member Contract; however, in no event shall Company have the right to recoup any unrecouped balance more than once.

(b)

At Company’s request, you shall cause any Leaving Member to execute and deliver to Company any and all documents as Company may deem necessary or desirable to evidence the foregoing, including, without limitation, an exclusive recording contract with Company relating to that Leaving Member’s recording services.

(c)

If Company shall enter into a Leaving Member Contract with a particular Leaving Member, that Leaving Member shall, upon Company’s request, record and deliver to Company at such times as Company shall indicate no fewer than four (4) so-called “Demo Recordings,” each embodying that Leaving Member’s performance as the sole featured artist of a single Composition previously unrecorded by that Leaving Member and approved by Company and each Demo Recording shall be recorded in its entirety in a recording studio. Company shall pay the costs of the Demo Recordings at recording sessions conducted in accordance with the terms hereof in an amount not in excess of a recording budget therefor approved by Company in writing. All Recording Costs paid by Company in connection with the recording of the Demo Recordings shall be recoupable by Company from royalties payable by Company under the Leaving Member Contract or under any other agreement between you and Company or Company’s affiliates. Notwithstanding anything to the contrary contained herein, Company may, at Company’s election, terminate Company’s Leaving Member Contract with a Leaving Member, upon sending that Leaving Member written notice of Company’s election to do so within sixty (60) days after Company’s receipt of the completed Demo Recordings, and thereby be relieved of any obligations or liabilities under that Leaving Member Contract. Company shall own the Demo Recordings and all reproductions and derivatives thereof to the same extent that Company own the Masters.

17.5 Notwithstanding any of the foregoing, if any member of the Group shall be a Leaving Member or if the Group shall completely disband, Company may, without limiting Company’s other rights and remedies, terminate the Term of this agreement by written notice to you and shall thereby be relieved of any obligations or liabilities hereunder, except Company’s obligations with respect to Masters recorded prior to that termination. In the event Company elects to so terminate the Term of this agreement, paragraph 17.3 above shall be applicable to each member of the Group as if each member were a Leaving Member.

17.6 [If a Key Member (as defined below) shall become a Leaving Member and Company does not terminate the Term of this agreement, then with respect to each Album delivered under the agreement subsequent to the date on which that Key Member became a Leaving Member, the Advances set forth in Article 5 and the royalty rates set forth in Article 6 above shall be reduced by multiplying the advance amounts and the royalty rates, respectively, by a fraction, the numerator of which is the number of individuals in the Group after the Leaving Member became a Leaving Member, and the denominator of which is the number of individuals in the Group prior to the Leaving Member becoming a Leaving Member. As used herein, the term “Key Member” shall mean a member of the Group whose contribution to the Group, in the recording studio, at live performances, as a songwriter or otherwise, is, in Company’s opinion, material.]

17.7 If any member of the Group shall become a Leaving Member, that member shall not have the right thereafter during the Term to use any name utilized by the Group or any name similar thereto. Without limiting the generality of the foregoing, that member shall not, in connection with any of his or her professional activities, use the phrase (formerly a member of (“any name used by the group”)) or any similar expression.

17.8 All notices, statements or other correspondence to a Leaving Member shall be sent by Company to your address above, or at such other address of which that Leaving Member shall have advised Company in writing.

17.9 Unless Company receives instruction from you in writing otherwise, Company shall pay all royalties and advances due you hereunder to: __________ c/o __________

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Mindblowing post bro

All the best..

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