VIEWS: 409 PAGES: 12 CATEGORY: Management Agreement POSTED ON: 3/22/2012
Standard Record Label agreement to sign recording artists.
Standard Record Label agreement to sign recording artists.
March 22, 2012 Re: Squad Music Group & ______________ Production Agreement Engagement The following, when signed by you, is an exclusive recording agreement with on behalf of _______________(“Artist”) and us, Squad Music Group. (“Company”), shall constitute our agreement, pursuant to which Company will produce, distribute and secure a major label (Universal Warner, Emi, Sony Etc.) recording agreement for various albums produced by the Artist, under exclusive recording contract with the Company, upon the terms and conditions set forth herein. 1. Term (a) The initial period hereof (the “Initial Period”) shall commence as of the date hereof and shall expire three (3) years after the Delivery to Company of the First Album or 3 albums, whichever is longer(as defined below) unless otherwise extended pursuant to the terms hereof. We will have the exclusive right to produce, identify, secure, represent, manufacture, promote and distribute one or more albums recorded by you (the “LPs”) (collectively referred to as the “Services”). (b) Artist hereby grants to Company one (1) additional option to renew the term hereof, upon the expiration of the immediately preceding term and expiring, one (1) year after Artist’s delivery to Company of the then-applicable Commitment Album (as defined below), unless otherwise extended pursuant to the terms and conditions applicable to the Initial Period, except as otherwise specifically set forth herein. The option shall be exercised, if at all, by Company giving Artist written notice at least ten (10) days prior to the expiration of the then- current period of the term. The Initial Period and the Option Period exercised, if any, will hereinafter be referred to collectively as the “Term.” 2. Recording Commitment (a) During each twelve (12) month period of the Term, Artist agrees to complete and deliver to Company at least one (1) first-class professionally recorded Album, containing at least ten (10) tracks (the “Recording Commitment”). Upon Company’s approval, in Company’s sole Artist Agreement Page 1 of 12 Initials ________ _________ discretion, Company will release such Albums digitally internationally within five (5) months of their full Delivery to Company. 3. Recording Costs Prior to major distribution and major recording budget Artist shall bear all recording costs for all Masters delivered hereunder. 4. Mechanicals 2 song cap ¾ the statutory rate Single 12 song cap ¾ the statutory rate Album 5. Royalties (i) Albums. LP Rate LPs 1-5000 5% 5,001-10,000 7% 10,001-500,000 9% 500,001 and up 12% (ii) Singles/Eps 10% (iii) Compact Discs. 50% of the otherwise applicable rate. (iv) Digital Download/Singles & Album See 5 (i) and (ii) above B. Merchandising. Artist and Company shall enter into an exclusive agreement for the rights to use and authorize or sublicense others, on an exclusive or non-exclusive basis, to use the name (including any and all professional names), photographs, likeness, other identification, description, logos, symbols, service marks and/or trademarks of Artist (the "Licensed Property") in connection with the manufacture, advertisement, distribution and sale of any products bearing or utilizing the Licensed Property ("Licensed Products" herein), including but not limited to all articles customarily sold by an artist's merchandising licensee, through any and all methods of sale or distribution (such rights are referred to herein as "Merchandising Rights") throughout the Territory during the Term; provided, however, that all such licenses entered into by Company Artist Agreement Page 2 of 12 Initials ________ _________ during the Term shall continue in full force and effect notwithstanding the termination of the Term. Licensed Products shall expressly exclude records (as hereinafter defined) and printed editions of musical compositions. For any exploitation of such Merchandising Rights in and to the Licensed Property, Company shall pay to Artist, as applicable, fifty percent (50%) percent of Company's "Net Earned Merchandising Receipts" (defined as the gross, non-refundable amounts actually received by or finally credited to Company solely in respect of Licensed Products hereunder, less (I) any applicable withholding or similar taxes and (ii) all out-of-pocket costs, including attorneys'; fees incurred by Company in connection with exploiting such Merchandising Rights or collecting such gross amounts). Artist's share of said Net Earned Merchandising Receipts, if any, shall be accounted for and paid hereunder at the same times as accountings are rendered for record royalties hereunder. (i) Merchandise is defined as : (a) T-Shirts and other clothing apparel (b) “Catch All” Entertainment Activities (including but not limited to video games, cellular phone applications & cellular phone games, computer applications & computer games,cartoons and other animation using Artist’s name and likeness) (c) Fan Club (d) Any created merchandise secured by Company 6. Grant of Rights (a) Artist acknowledges and agrees that Company is and shall be granted a one hundred percent (100%) ownership interest in perpetuity throughout the universe (the “Territory”) of all right, title and interest in and to the Masters delivered hereunder as well as all reproductions made therefrom (“Records”), and shall be entitled to exploit such Masters and Records in any and all media whether now known or hereafter devised, during and from the inception of their creation, including, without limitation, the Territory-wide copyrights therein and thereto (but excluding the copyrights in the musical compositions embodied in the Masters) Artist and Company are and shall be the joint owners in perpetuity throughout the Territory of all right, title and interest in and to all artwork paid for by Company and created for use in connection with the Records (“Artwork”) during and from the inception of their creation, including, without limitation, the Territory-wide copyrights therein and thereto and the exclusive right to copyright such Artwork in the names of the Artist and Company, to renew and extend such copyrights and to exercise throughout the Territory all rights of the copyright proprietor thereof. Artist shall have the unrestricted right to utilize the Artwork for merchandising purposes without any payment to Company. (b) Artist and Company shall enter into an exclusive agreement to use and publish, and to permit others to use and publish, the names (including the professional or stage names), Artist Agreement Page 3 of 12 Initials ________ _________ voices, likenesses and approved biographical materials of all individual producers and all persons rendering services in connection with the Masters, Artwork, Videograms and Records and other recordings for advertising and purposes of trade in connection with the promotion and sale of Records and Videograms hereunder and institutional advertising for Company and Company’s record business and products As used herein, the name of a person includes, without limitation, all past, present and future names used by that person. Artist will deliver to Company any photographs and other likenesses and biographical materials concerning performers on the Master, Artist data and any other material, any or all of which Artist may own or control and which Company reasonably may require to exploit and promote Records hereunder. (c) Without Artist’s prior written consent, not to be unreasonably withheld, Company shall not exploit Masters and/or Records hereunder as anything other than full price, top-line releases of audio-only Records solely embodying a particular Commitment Album through normal retail channels (e.g., no coupling, no premiums, no budget Records, no Master use licensing, etc.). 7. Mechanical Licenses Label, on behalf of Artist, shall be responsible for payment of mechanical royalties for the United States and Canada directly to the copyright proprietors of the selections embodied in the Masters. All mechanical royalty payments made by Label will be deducted from Artist’s share of royalties hereunder. Artist shall arrange for the issuance of mechanical licenses to Label for the United States and Canada for all selections embodied in Masters delivered hereunder upon terms no less favorable to Label than those contained in the then-current standard mechanical licenses issued by The Harry Fox Agency, Inc. 8. Marketing Prior to the delivery of each Commitment Album, Company and Artist shall mutually agree upon the marketing plan and budget. Notwithstanding anything to the contrary contained herein, one hundred percent (100%) of all costs or expenses incurred or paid by Company in connection with the independent marketing and independent promotion of Records (in the press or to radio stations) shall constitute costs to be deducted from gross receipts before calculating net profits hereunder. Company shall not be obligated to expend any monies for marketing and promotion until both the Company and Artist have approved a written budget and neither party shall unreasonably withhold their approval. 9. Representations and Warranties (a) Artist warrants, represents and agrees that Artist is free to enter into and perform this Agreement, and Artist is not under any restriction or obligation which will impair Artist’s full Artist Agreement Page 4 of 12 Initials ________ _________ performance of Artist’s obligations hereunder or impair Company’s full enjoyment of Company’s rights hereunder. Artist further warrants and represents that: (i) All Masters are and shall be free of all liens and encumbrances, and there are and will be no claims, demands or actions pending or threatened with respect thereto other than any such liens, encumbrances, claims, demands or actions arising solely from Company’s acts or omissions. (ii) Neither the Masters, any of the selections embodied therein, any other matters or material supplied by Artist hereunder, nor any exploitation or use of any of the foregoing, will violate or infringe upon any civil, personal or proprietary right of any person, including, without limitation, trademarks, trade names, copyrights and rights of privacy and publicity, and all Artist copy and liner-note information provided by Artist hereunder upon delivery of each Master shall be accurate and complete. (iii) Other than as specifically set forth in this Agreement, Company shall not be subject to any costs, fees, advances, charges or royalties for or in connection with the recording, sale, use or exploitation of the Masters. (b) Company warrants, represents and agrees that Company has the full power and authority to enter into this Agreement, that it is not under any restrictions which will prevent its full performance of its obligations hereunder and that it will use all commercially reasonable efforts to exploit the Masters and the Records. 10. Indemnity (a) Artist agrees to indemnify and hold Company and its parents, affiliates, divisions, successors and assigns, and the officers, directors and employees of the foregoing harmless from and against any liability, damage, cost or expenses (including costs and reasonable attorney’s fees) occasioned by or arising out of any claim, demand or action which is inconsistent with any warranty, representation, agreement or grant of rights made or assumed by Artist hereunder, which claim, demand or action is inconsistent with Artist’s representations, warranties and/or agreements made hereunder and Artist agrees to reimburse Company on demand for any such loss incurred or sustained. In the event that Artist fails to so reimburse Company, Company may withhold such amounts from any monies which would otherwise be due to Artist hereunder; provided that all such amounts withheld shall be reasonably related to the amount of the claim. Notwithstanding the foregoing, Company agrees to give Artist notice of any claim, demand or action to which the indemnity contained herein applies and Artist may participate in the defense of same at Artist’s expense, through counsel of Artist’s choosing; provided that the final control and disposition of same (whether by settlement, compromise or otherwise) shall remain with Company. (b) Company agrees to indemnify and hold Artist harmless from and against any liability, damage, cost or expense (including, costs and reasonable attorney’s fees) occasioned by or arising out of any claim, demand or action which is inconsistent with any warranty, Artist Agreement Page 5 of 12 Initials ________ _________ representation, agreement or grant of rights made or assumed by Company hereunder, which claim, demand or action is inconsistent with Company’s representations, warranties and/or agreements made hereunder and Company agrees to reimburse Artist on demand for any such loss incurred or sustained. Notwithstanding the foregoing, Artist agrees to give Company notice of any claim, demand or action to which the indemnity contained herein applies and Company may participate in the defense of same at Company’s expense, through counsel of Company’s choosing; provided that the final control and disposition of same (whether by settlement, compromise or otherwise) shall remain with Artist. 11. Royalty Accounting (a) Within thirty (30) days after the end of each calendar quarter during which Records are sold, Comp
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