Record Label Contract by TabDangerfield

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									                                         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


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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
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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),
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          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

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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,
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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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