835 Greenhaven Drive
Atlanta, GA 30317
Studio: 404-748-6076
E-mail: tracksmithent@comcast.net
Music Production and Engineering Paul “Saint Paul” Smith
Artist Management and Development Carla Shoates-Smith
This document is a preliminary draft of major points to be negotiated with NuCentz under the intentions of forming a non-exclusive relationship (as it relates to shopping for deals) and an exclusive agreement (pertaining to the master recordings) of musical compositions provided by Paul “Saint Paul” Smith of TrackSmith Entertainment. This contract is not to go into effect until all preliminary aspects are complete and mutually agreed by both parties. NuCentz will be responsible for having their attorney to review with them the completion of this preliminary contract. Until an entertainment attorney contracted by TrackSmith Entertainment for his/her services has viewed and provided a long hand version of this agreement, no part of this preliminary draft can be copied, manipulated, or utilized by any party outside of NuCentz, as a performing act, and TrackSmith Entertainment and the entertainment attorney of their choice. A breach of this will infringe on the copyrights of this document.
Production Services Agreement The following will constitute the agreement between NuCentz__DeShe’ Thompson and Rosalynn Smith (hereinafter referred to as " Artist") and Paul “Saint Paul” Smith (hereinafter referred to as "Producer") regarding Producer's services to produce a minimum of 3 master recordings (the "Masters") embodying Artist's performances of musical compositions, and Producer's exclusive services to present such Masters to Record Companies. 1. Term/ Scope of Exclusivity
The Term of this Agreement shall commence on the date hereof and shall continue for one (1) year (the "Term"). During the Term, Producer shall have the exclusive right to Artist's services as a recording artist and the nonexclusive right on Artist's behalf to secure an initial offer of a Recording Agreement (as defined below). Notwithstanding the foregoing, Artist will not perform or market any solo or step-out performances, as it relates to the ownership of the music composition, without Producer's prior consent. 2. Record Agreement Shopping Services Artist hereby confirms, acknowledges and agrees that Producer shall incur time, talent, and energy on Artist's behalf and shall produce the Masters. Artist further acknowledges and agrees that due to Producer's contacts and relationships in the music industry, Producer has the ability to present the Masters to various record companies and/or music industry executives for Artist's benefit. Accordingly, Producer shall exert Producer's good faith efforts during the Term to present the Masters to said record companies and executives for the express purpose of assisting Artist acquire a bona fide agreement ("Recording Agreement") with an established Record Company for the manufacture, distribution and sale of records and tapes of Artist's performances as an exclusive recording artist. As used herein, the term "Record Company" shall include a Major Record Production or Distribution Company, an Independent Record Company, or a Pressing and Distribution Company (or Companies), collectively referred to as "Record Company" and defined further as follows: (i) Major Record Production or Distribution Company includes Universal, BMG,EMI, Capitol, Sony, Warner Bros. Records or any related imprint or affiliated labels, (ii) Independent Record Company includes any other Independent Record Production or Distribution Company, and, (iii) Pressing and Distribution Company includes companies which will manufacture and distribute the Masters. 3. Production Services/ Budgets The musical compositions embodied in the Masters shall be mutually determined by Artist and Producer. The recording costs for the Masters shall be determined by Producer and shall include, without limitation, the costs of studio time, recording equipment rentals and costs, tape costs, instrument rental, musician costs and producer and engineering fees (the "Master Costs"). Artist agrees to be solely responsible for the payment of the Master Costs. All subcontractor and third party "hard" costs will be paid directly to each respective subcontractor or third party by Artist at the time of recording. All other costs payable to Producer, including but not limited to producer fees, engineer fees, musician fees and studio costs, shall be reim-
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bursed in accordance with Producer's daily rates at the time of recording, but such payment to Producer shall be deferred until either: (i) the date Artist receives a bona fide offer of a qualifying Recording Agreement, or (ii) the date Artist sells or licenses the Masters for commercial exploitation, and/or (iii) the date Artist begins commercially exploiting the Masters on an "independent" basis (as defined below). Producer agrees to pay recording costs (the "Master Costs") in respect of the Masters during the Term, subject to a recording budget determined solely by Producer, which budget shall include, without limitation, any transportation and lodging costs in connection with Artist's attendance of recording sessions. Notwithstanding the foregoing, the Master Costs shall not exceed [Negotiated Amount] without Artist's consent. The musical compositions embodied in the Masters shall be solely determined by Producer. In the event during the Term, Producer determines in Producer's sole discretion, that any of the following costs ("Presentation Costs") are necessary to assist Artist acquire a Recording Agreement, Producer agrees to pay such costs, subject to a reasonable budget established solely by Producer in each instance. Notwithstanding the foregoing, the Presentation Costs shall not exceed [Negotiated Amount] without Artist's consent. Such Presentation Costs may include, without limitation, costs associated with any audition requested by a Record Company, the costs of showcases, including choreography and rehearsal time, travel expenses to make presentations to Record Companies; and, promotional materials, including photographs, press kits, and duplication of Masters ("Presentation Materials"). Subject to Artist's personal schedule, Artist agrees to cooperate fully with Producer and be available for recording the Masters and for rehearsing and performing for presentations and showcases for Record Companies. In consideration of the foregoing amounts, as well as other good and valuable consideration, Artist agrees that (1) Producer shall own all rights in and to the Masters and Presentation Materials; (2) absent Producer’s prior written consent, neither Artist nor anyone else will play the Masters in whole or in part for any person or representative of a Record Company, and neither Artist nor anyone else shall offer Artist's recording services by which Artist, either individually or collectively, will record as a featured recording artist for a person, entity or recording company for a period equal to the Term. The foregoing Master Costs and Presentation Costs advanced by Producer shall be deemed advance payments to Artist. Such advance payments shall be non-returnable but they are fully recoupable from Artist's first artist advances or recording funds received by Artist or credited to Artist on Artist's behalf pursuant to a qualifying Record Agreement. 4. Royalties and Advances In the event Producer produces masters under the Recording Agreement, Artist agrees that Producer shall receive, in addition to Producer's deferred costs as outlined in Paragraph 3 herein, as a recoupable advance payment of royalties due hereunder, studio producer's fees of a minimum of [Negotiated Amount] per master, which shall be considered a part of the recording budget hereunder. Artist agrees to pay to Producer from royalties paid to Artist under the Recording Agreement, or Artist agrees to approve the payment by the Record Company directly to Producer a royalty of no less than three (3%) percent of the suggested retail list price of each unit sold retroactively to the first unit sold, but not payable until after the recording costs as defined in the Recording Agreement have been recouped (the "Producer's Royalty"). Except as expressed in this agreement, said royalty shall be calculated and adjusted in the same manner as provided in the Recording Agreement. A. Producer Credit Artist agrees to provide Producer with appropriate production credit on the jacket and liner notes of all albums embodying any one or all of the Masters or any master produced by Producer in accordance with the terms of this Agreement, with such credit to appear as follows: "Produced by Paul “Saint Paul” Smith courtesy of TrackSmith Entertainment, Inc.” No inadvertent failure on Artist's or any Record Company's part to fulfill such obligations under this clause shall be a breach of this agreement, with the understanding that Artist will use reasonable efforts to cause the Record Company to endeavor to correct any such inadvertent failure on future runs after Artist or the Record Company has been notified by Producer in writing of any such failure. 6. Override Royalties and Advances In the event the Record Company does not allow Producer to produce the first to all album(s) as described above, Artist shall pay to Producer a royalty of two percent (2%) of the suggested retail list price of each unit sold on each album and a minimum advance against royalties of [Negotiated Amount] on each such album produced under the Recording Agreement, calculated in the same manner as that provided therein (the "Override Royalty"). In the event that Artist's performances on masters described hereunder are reissued in "Greatest Hits" or other compilations, the royalty payable to Producer with respect thereto shall be computed on the same basis as when the master recordings thereof were originally produced and released. The aforementioned royalty amounts payable to Producer shall be calculated on a pro rata basis as to actual number of masters produced by Producer on any given Album divided by the total number of masters contained on such Album, or, in the
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event the Override Royalty applies, the royalty will be payable to Producer on the equivalent of three (3) to six (6) masters divided by the total number of masters contained on such Album. 7. Accounting The Artist will utilize, in good faith, best efforts to instruct and direct the Record Company to pay directly to Producer all royalties payable to Producer pursuant to the terms of this Agreement. In the event that the Record Company will not pay Producer directly, and royalties are paid to Artist, Artist agrees to account and pay to Producer the Producer's Royalty (or Override Royalty, whichever is applicable) within thirty (30) to sixty (60) days following Artist's receipt of payment from the Record Company. All such payments and statements will be sent to Producer's address hereinafter designated for notices or such substitute address as may be designated by Producer. Producer, or an attorney or certified public accountant duly authorized by Producer, shall have the right to examine and inspect Artist's books and records with respect to the sale of phonograph records hereunder at Artist's principal office during normal business hours upon written notice of such inspection given to Artist not less than thirty (30) business days prior to the date for such inspection. Producer's right to inspect Artist's books and records pursuant to the provisions of this paragraph may be exercised not more than once during any calendar year and may not be exercised more than once with respect to any accounting period. 8. Other Record Agreements In the event that a Recording Agreement with a Record Company has not been executed prior to the expiration of the Term of this Agreement, this Agreement shall terminate automatically. An " Artist Development " or " Demo Deal " Agreement with a Record Company shall be considered a recording contract hereunder from the date thereof if it is subsequently converted to a formal recording agreement with that Record Company. Notwithstanding the provision in the first sentence in this Section 8, if, during the Term of this Agreement, or, following the termination of this Agreement, Artist sells or licenses the Masters for commercial exploitation through other channels exclusive of a Recording Agreement, including but not limited to independent record releases, digital downloads and internet sales, Artist agrees to pay to Producer from royalties and/or gross receipts received by Artist a royalty of no less than two percent (3%) of the suggested retail list price of each unit sold, retroactively to the first unit sold, but not payable until after the Master Costs have been recouped. Further, in addition to the foregoing royalty rate, Artist shall pay Producer a reasonable advance against such royalties, to be negotiated in good faith between Artist and Producer upon such exploitation. 9. Notices Notices permitted or required hereunder shall be delivered in person or sent by certified or registered mail, return receipt requested or facsimile to the addresses of each party as set out above. The date of mailing or facsimile receipt or personal delivery shall constitute the date of service of said notice. A courtesy copy of all notices must be sent to Producer, Paul “Saint Paul” Smith, at: TrackSmith Entertainment, Inc. 835 Greenhaven Drive Atlanta GA 30317 And shall be sent by regular mail to the contracted Entertainment Attorney at: TBA—(Entertainment Attorney, Address, Phone number) 10. Assignment The rights granted hereunder are fully assignable by Artist, in Artist's sole discretion, provided however that any entity to which such rights are assigned must agree to be bound by the provisions of this Agreement. 11. Integration This Agreement embodies all the representations, terms and conditions of our agreement, and there is no other collateral agreement, oral or written, between us in any manner relating to the subject matter hereof, and all terms and conditions herein, including the duty to pay royalties shall inure to the benefit of the parties' heirs and assigns as permitted herein. 12. Union Provisions Those provisions required by any union or labor organization having jurisdiction regarding this Agreement to be included herein in order for such union or organization to recognize this as a valid and enforceable agreement shall be deemed incor-
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porated herein and shall constitute part of this agreement. 13. Waiver & Amendment This Agreement may not be cancelled, altered, modified, amended or waived, in whole or in part, in any way, except by an instrument in writing signed by all of the parties hereto. The waiver by either party of any breach of this Agreement in any one or more instances, shall in no way be construed as a waiver of any subsequent breach (whether or not of a similar nature) of this Agreement by the other party. If any part of this Agreement shall be held to be void, invalid or unenforceable, it shall not affect the validity of the balance of this Agreement. 14. Choice of Law/Venue This Agreement has been entered into in the State Georgia and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of Georgia applicable to contracts entered into and performed entirely within the State of Georgia. The venue for any controversy or claim arising out of or relating to this agreement or breach thereof, shall be the appropriate state and federal courts located in Atlanta, Georgia. Accordingly, Producer and Artist each submit to the jurisdiction of such courts. Any process in any action or proceeding arising out of or relating to any such claim, dispute or disagreement may, among other methods, be served upon Producer or Artist by delivering or by mailing the same via registered or certified mail to the addresses contained herein. The prevailing party in any such dispute arising hereunder shall be entitled to recover from the other party its reasonable attorneys' fees in connection therewith in addition to the costs thereof. 15. Independent Counsel ARTIST ACKNOWLEDGES THAT ARTIST HAS BEEN REPRESENTED BY AN INDEPENDENT LEGAL COUNSELOR AND HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ARTIST'S CHOICE FOR PURPOSES OF ADVISING ARTIST IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT. IF ARTIST HAS NOT BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ARTIST'S CHOICE IN CONNECTION WITH THIS AGREEMENT, ARTIST ACKNOWLEDGES AND AGREES THAT ARTIST'S FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED SOLELY BY ARTIST. In the signing of this agreement, you indicate that you are in sound mind and judgment and that you understand and agree terms of this agreement as signed below. Producer, Paul “Saint Paul” Smith
As agreed:
By :__________________________________________ Paul “Saint Paul” Smith
Accepted and Agreed to on the 7th day of April, 2009 by (collectively known as) NUCENTZ, and individually as signed below:
By: ________________________________ DeShe Thompson, individually and on behalf of the partnership
SS#_______________________________, And By: _________________________________ Rosalynn Smith, individually and on behalf of the partnership
SS# ________________________________.
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