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					THIS AGREEMENT is made the _____________________ day of 2007 BETWEEN: (1) Camilo Lara Alvarez of Canada #215, San Andres, Coyoacan 04040, Mexico City, Mexico ("the Licensor"); and Cooking Vinyl Limited of 10 Allied Way, London W3 ORQ ("the Licensee")

(2)

WHEREAS A. The Licensor owns and/or controls inter alia the entire copyright throughout the Territory (as hereinafter defined) in the Master Recordings. The Licensee is engaged in the business of manufacturing, distributing and dealing in Records of all types. The Licensor is willing to license the Master Recordings to the Licensee in the Territory for the consideration and on the terms and conditions herein contained.

B.

C.

NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS (a) "Album" shall mean one twelve inch 33 1/3 rpm Record (or the tape or disc or other Record equivalent thereof) featuring Master Recordings delivered hereunder. "Artist" shall mean the group professionally known as Mexican Institute of Sound. "Records" shall mean and include all conventional types of phonograph Records now in use or hereafter invented including vinyl discs, tapes, computer discs, compact discs, DAT, DCC, audio and audio-visual computer data stored in digital form, DVD and any laser read disc by or through which sound alone or sound in conjunction with visual images may be recorded, reproduced, transmitted or digitally downloaded. "Master Recordings" shall mean the original recording or combination of recordings whether on magnetic recording tape or wire, lacquer or wax disc, or any other substance or material now known or unknown, embodying the Artist's performances featured on the recordings delivered to the Licensee by the Licensor hereunder. "Retention Period” shall mean 7 years from date of the last album released hereunder. "Territory" shall mean the World excluding all countries in North America, Central America and South America and Spain. "Release" shall mean the manufacture distribution and commercial release of the applicable Album in the United Kingdom.
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(b)

(c)

(d)

(e)

(f)

(g)

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(h)

“Initial Album” shall mean the first Album to be delivered under this Agreement titled “MIS” and in addition all single mixes, edits and B-sides relating to the promotion of the Initial Album. “Option Album” shall mean the First Option Album in addition all single mixes, edits and B-Sides relating to the promotion of the Option Album. “Delivery” shall mean fulfilment of all the criteria described at Clause 4 below.

(i)

(j) 2.

GRANT OF RIGHTS The Licensor hereby grants to the Licensee the following sole and exclusive rights for the Retention Period throughout the Territory: (i) subject as herein expressly provided the exclusive right to manufacture distribute and sell throughout the Territory Records produced from the Master Recordings in all formats now known or in any other configuration hereafter devised. The Licensee shall have the right to exploit the Master Recordings in any manner in which it sees fit which shall include sale and distribution via the Internet and by other forms of digital transmission, whether by individually downloaded Master Recordings, re-sequenced compilations of individual Master Recordings, or in Album form; the exclusive right to advertise publicise and exploit in the Territory Records produced solely from Master Recordings and to use the name, the professional name, approved photographs and likeness of, and approved biographical material concerning the Artists for advertising, publicising and otherwise exploiting the same; subject as herein expressly provided the right to authorise public performance (including radio and television) in the Territory of Records produced solely from Master Recordings or any of them for the purpose of exploiting the same.

(ii)

(iii)

3.

OPTION PERIODS The Licensor hereby grants the Licensee 1 consecutive and irrevocable option to license and release 1 further Album featuring Master Recordings recorded by the Artist (collectively, the “Option Album”) on the terms and conditions herein contained. The option shall be for one (1) Album. The Licensee may exercise its option to licence the Option Album by giving notice in writing to the Licensor at any time within 12 months after initial UK release of the preceding Album to be released by the Licensee hereunder Provided That if at such time as the Licensee is required to give notice hereunder the Licensor has not delivered to the Licensee a “preview” or “demonstration” recording of the relevant Option Album to be licensed then the period by which the Licensee is required to give notice shall automatically be extended until one (1) month from receipt by the Licensee of such preview or demonstration recording as aforesaid. For the avoidance of doubt, if the Licensee fails to exercise the option within the above time period the Licensor must give the Licensee notice requiring the Licensee

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to exercise the option within a further period of ten (10) days, failing which the option will lapse. 4. DELIVERY OF MASTERS / MASTERING The Licensor agrees that following execution hereof it shall deliver a fully edited, equalised, PQ encoded master in exabyte format (or, at the Licensee’s discretion, in DAT or CD format) (“Master”) of the Initial Album (and the Licensor agrees to deliver Masters of each subsequent Album to be delivered hereunder within the time limit reasonably required by the Licensee in order to fulfil its release obligations hereunder). The Licensor agrees that in order to fulfil its Delivery obligations hereunder, it must deliver finished artwork in accordance with the provisions of Clause 12 and advise the Licensee of any third party sampled extracts contained in any of the Master Recordings to be delivered and simultaneously furnish proof of the clearance of such sampled extracts. The Licensor shall also be responsible for delivering biographies and publicity photographs in relation to the Artist (approved by the Artist). Until all the above obligations are complied with, Delivery shall not be deemed to have taken place. The Licensor shall not be obliged to deliver any Master hereunder earlier than one (1) months after such Master has been delivered to the Licensor by the Artist or other relevant third party. 5. REPRESENTATIONS AND WARRANTIES The Licensor represents and warrants to the Licensee that: (a) the Licensor has the full right, power and title to enter into this Agreement and has not done and will not do or permit any person to do anything which might curtail or impair any of the rights herein granted to the Licensee; the Licensor has paid and discharged all "Recording costs" (as that term is generally understood in the Record industry) of whatever nature relating to the production of the Master Recordings (including where relevant the cost of artwork and other packaging materials) hereunder; the Licensor will grant or procure the grant to the Licensee of mechanical licences in relation to the compositions embodied on the Master Recordings hereunder at the prevailing statutory minimum and/or customary rates in the Territory (or for free in connection with the promotional use only of any promotional videos); the Licensor will not re-record the compositions or any of them embodied on the Master Recordings during the Term.

(b)

(c)

(d)

The Licensee represents and warrants to the Licensor that it is now and will continue to be engaged during the Term of this Agreement in the manufacture, sale, distribution and exploitation of Records in the Territory and that it possesses the full right power and authority to enter into and to perform this Agreement in all respects.
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6.

ADVANCES (a) If the Licensee decides to exercise its option to release the First Option Album the Licensee shall pay the sum of US$5,000 as a non-returnable advance to the Licensor, payable as to ½ on exercise of option and ½ within seven days of release of the First Option Album. All advances payable hereunder shall be fully recoupable from any royalties (excluding mechanical royalties) payable to the Licensor from the sale of Records hereunder.

(b)

7.

ROYALTIES (a) Subject always to the provisions of Schedule A, the Licensee will pay to the Licensor for the rights granted hereunder royalties at the following rates: (i) in respect of Albums manufactured and sold in the UK, 19% of the UK Dealer Price as defined in Schedule A (“the UK Royalty Rate”); in respect of all Records manufactured in the United Kingdom and directly exported to countries outside the United Kingdom where we provide marketing and promotional services the royalty shall be 17% in respect of albums and 14% in respect of singles based on receipts less the packaging deductions charged to the Licensee.

(ii)

(iii)

in respect of the sale of records by the Licensee’s bona fide licensees outside the U.K. the royalty shall be equivalent to 67% of the Licensee’s Net Receipts. “Licensee’s Net Receipts” shall mean all third party advances, fees and royalties received by or credited to the Licensee’s account directly referable to the exploitation of the Master Recordings hereunder less any bona fide and reasonable costs, fees, expenses, or other monies incurred by the Licensee in connection with the Master Recordings.

(iv)

in respect of sales of Records and Videos sold via online record stores by means of digital downloading to the end user (in encrypted or nonencrypted format) where, for the avoidance of doubt, such sales are processed by electronic as opposed to physical fulfilment of the end user’s order, the Licensee shall pay to the Licensor a royalty equivalent to 18% of the Internet Dealer Price Provided That this clause shall be subject to review, on an upwards or downwards basis, in good faith and in accordance with contemporary record industry practice on a biannual basis throughout the Term and where such review results in an adjustment to the royalty rate or in the method of calculating the royalty provided for herein, then such new royalty rate or method of calculation shall apply prospectively hereunder;
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(v)

if the Licensee licenses Master Recordings on a flat fee basis it will credit fifty percent (50%) of net receipts to the Licensor’s royalty account.

(b)

All royalties payable to the Licensor under the provisions of this Clause 7 shall only become due to the Licensor upon recoupment in full of any and all advances payable pursuant to Clause 6.

8.

VIDEOS In the event that the Licensor produces a video cassette or so called audio visual device (“Video”) embodying performances of the Master Recordings delivered hereunder to the Licensee then the Licensor agrees to deliver the same to the Licensee at the Licensee's request at no additional cost and the Licensee shall: (a) have the right during the Term to distribute the Video(s) for bona fide promotional purposes; the non-exclusive right during the Term to broadcast Video(s) by all television formats (including cable and satellite). have the right to commercially exploit the Video as a paid for video download via the Internet or via mobile phones

(b)

( c)

9.

ACCOUNTING (a) The Licensee shall account to the Licensor within ninety (90) days of the end of June and December in each year and will provide the Licensor with a statement of accrued remuneration earned during the preceding accounting period and will keep proper books of account and supporting statements in respect of the Records sold pursuant to this Agreement and will pay to the Licensor the royalties due to the Licensor after recoupment of any advances paid to the Licensor hereunder. All royalty statements and other accounts rendered by the Licensee to the Licensor shall be binding upon the Licensor and not subject to any objection by the Licensor for any reason unless specific objection in writing stating the basis thereof is given within two (2) years from the date rendered. The Licensor will have the right to inspect the Licensee's books of account in relation to the Master Recordings through the Licensor's duly appointed advisers no more than once a year on giving twenty-one (21) days notice to the Licensee. In the event such examination shall reveal an underpayment of ten percent (10%) then the Licensee shall forthwith reimburse the cost of such audit (less accommodation and subsistence).

(b)

10.

DEFAULT AND TERMINATION Save as otherwise provided in this Agreement no default hereunder on the part of either party shall entitle the other party to terminate this Agreement unless that party shall give notice in writing of such default to the party in default and the party in

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default shall fail to remedy the same within thirty (30) days after the service of such notice. 11. RELEASE AND PROMOTION (a) The Licensee undertakes within one hundred and twenty (120) days of the delivery of the Master Recordings comprising the Initial Album to release the same in the United Kingdom. The Licensee undertakes within one hundred and twenty (120) days of the delivery of the Master Recordings comprising the Option Albums, if any, to release the same in the United Kingdom. If the Licensee fails to comply with the obligations of sub-clause (a) and (b) above then the Licensor shall serve a notice in writing (“the Default Notice”) on the Licensee requiring the Licensee to cure the default within a further sixty (60) days, failing which the Licensee shall not have the right to licence the Album which has been the subject of the Default Notice for the country of non release only. The Licensee shall use reasonable endeavours to advertise promote and publicise Records derived from the Master Recordings in the Territory. The Licensee shall not authorise or permit the distribution of Records free of charge (except to radio stations disc jockeys press reviewers or for other bona fide promotional purposes) or otherwise than through normal retail channels without the prior written approval of the Licensor. Records hereunder shall not be used as incentives for the purchase of other Records or for other similar purposes. The rights herein granted to the Licensee include the right to grant licences for the synchronisation of the Masters or any of them with cinematograph television or any other films motion pictures or visual images on a worldwide basis for requests originating in the Territory. The Licensee shall supply to the Licensor free of charge three (3) Records in each format released hereunder in the Territory and 25 copies of the Album released in the United Kingdom.

(b)

(c)

(d)

(e)

(f)

(g)

12.

ARTWORK The Licensor agrees (as part of its Delivery obligations) to deliver finished artwork and packaging material including inlays and inserts (collectively “Artwork”) to the Licensee’s specifications to include the Licensee’s logo, catalogue number for release, bar code and LC code number which the Licensee shall provide to the Licensor on request, including the following wording: “Under exclusive licence to [ ], p and c 2007.”

13.

NOTICES All notices demands or the like including statements and payments which are required to be given hereunder shall be in writing and may be served upon the other

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party personally or by registered or recorded delivery mail or by telegram addressed to that party at its address specified in this Agreement or such other address and/or addresses as the respective party may from time to time designate by notice given in conformity with the above. The date of deposit of any such notice in the post office or telegraph office, postage or charges prepaid shall be deemed the date of service thereof. 14. EXPIRY OF TERM (a) Upon termination of this Agreement whether by effluxion of time or pursuant to the above provisions or otherwise: (i) all rights granted hereunder shall revert to the Licensor without prejudice to the Licensor's other rights and remedies; the Licensee shall continue to account to the Licensor in respect of earnings hereunder as herein provided; the Licensee shall at the Licensor's option either destroy (in the presence of a witness appointed by the Licensor) or return to the Licensor all Master recordings and artwork and any derivative copies thereof supplied to or made by the Licensee hereunder.

(ii)

(iii)

(b)

The Licensee shall within twenty eight (28) days after expiry or earlier termination of the Term supply to the Licensor a complete inventory ("the Inventory") of Records hereunder then in the possession of the Licensee and not sold. The Licensor shall have the option to purchase all or some of such stocks at the actual manufacturing cost thereof to the Licensee. The Licensee shall be entitled on a non-exclusive basis (but not in the event that the Term is terminated by reason of any breach by the Licensee) for a further period of six (6) months following such expiry or termination to continue to sell Records comprised in the Inventory and not purchased by the Licensor as aforesaid. The Licensee shall not in anticipation of such sell-off period manufacture more Records than it could reasonably be expected to sell prior to the expiry of the Term.

15.

INDEMNITY The Licensor hereby undertakes to keep the Licensee harmless from and fully and effectively indemnified against all losses, third party legal claims and damages (including reasonable legal fees) arising out of any breach of any warranty, undertaking, representation or agreement hereunder Provided That such loss or damage is suffered pursuant to the order of judgement of a court of competent jurisdiction in proceedings where the Licensor is given an opportunity to participate, or pursuant to a settlement reached with the Licensor’s prior written consent (which shall not be unreasonably withheld or delayed). The Licensee shall be entitled to withhold such sums as the Licensee in its reasonable discretion deems sufficient to protect the Licensee from any liability or potential liability arising as aforesaid from any sums due to the Licensor hereunder.

16.

PROMOTIONS
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The parties hereby agree that fifty percent (50%) of the cost of independent public relations, marketing and promotional work is recoupable from all royalties payable to the Licensor hereunder. The hiring of any such independent public relations/promo shall be subject to the prior written approval of the Licensor. 17. MISCELLANEOUS (a) The headings in this Agreement are for convenience only and are not to be relied upon in its construction or interpretation. No waiver of any term or condition of this Agreement or any breach of this Agreement or any part thereof shall be deemed a waiver of any other terms or conditions of this Agreement or of any later breach of this Agreement or any part thereof. Nothing herein contained shall be construed in any way contrary to the laws of the European Economic Community. Illegality and unenforceability of any part or parts of this Agreement shall not affect the legality or enforceability of the balance of this Agreement. Nothing herein contained or hereby implied shall be deemed to give rise to the relationship of a partnership between the parties hereto. In this Agreement unless the context otherwise admits the masculine includes the feminine and vice-versa and the singular includes the plural and viceversa. The Licensor shall have the right at any time by giving notice in writing to the Licensee to terminate this Agreement forthwith on the happening of any of the following events: (i) if a resolution is passed for the winding up of the Licensee or a petition for the liquidation of the Licensee is presented; if the Licensee shall cease or threaten to cease to carry on its business; if a receiver of the Licensee, its assets or any part thereof shall be appointed or a resolution is passed for such appointment.

(b)

(c)

(d)

(e)

(f)

(g)

(ii)

(iii)

(j)

The provisions set forth herein constitute the entire agreement of the parties. This Agreement may not be modified altered or varied except by an instrument signed respectively by duly authorised officers of the Licensee and the Licensor. This Agreement shall be subject to English Law and the parties hereby submit to the exclusive jurisdiction of the Courts of England.

(k)

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IN WITNESS whereof the hands of the parties hereto the day and year first before written. SIGNED by Camilo Lara Alvarez:

SIGNED by Martin Goldschmidt Of Cooking Vinyl Limited

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SCHEDULE A STANDARD ROYALTY PROVISIONS (a) For Records released in the United Kingdom as Singles hereunder the royalty rate shall be 15% of the UK Dealer Price (as defined below) (the “UK Single Royalty Rate”)

(b)

Royalties on Records shall be based upon the UK Dealer Price less all taxes and packaging deductions calculated as follows: (i) (ii) (iii) for single play Records and long play Records on vinyl: fifteen percent (15%); for analogue cassettes and compact discs: twenty percent (20%); for compact discs and for Records sold in "special packaging" (as reasonably designated by the Licensee) which shall include without limitation any Records with a printed inner bag and/or embossed sleeve and/or insert and/or gatefold/double sleeve and/or more than four panel cassette inserts and/or more than eight page compact disc booklets and/or compact discs not in a standard jewel case: twenty-five per cent (25%); for DAT/DCC and other new configurations: thirty per cent (30%).

(iv) (c)

"Dealer Price" shall mean the price (exclusive of VAT and like taxes and discounts) charged to dealers for Records as may be published from time to time by the Licensee or the Licensee's sub-licensees. The Internet Dealer Price shall mean the price received by the Licensee for sale of records pursuant to clause 7(a)(iv) without any deductions. For Records (other than promotional Records hereinafter provided for) sold as mid price Records the royalty rate shall be sixty seven per cent (67%) of the otherwise applicable royalty rate. For Records (other than promotional Records hereinafter provided for) sold as budget Records the royalty rate shall be fifty per cent (50%) of the otherwise applicable royalty rate and for Master Recordings featured on multi-artist compilation albums the royalty rate shall be equivalent to one half (1/2) of the Licensee’s net receipts, if applicable on a pro-rata basis. The licensing of any Master Recordings for third party compilation albums shall be subject to the Licensor’s prior written approval. For Records sold through Records clubs or direct mail/mail order or similar sales plans the royalty rate shall be on half (1/2) of the otherwise applicable royalty rate. Where the Licensee sub-licences Master Recordings for such uses royalties shall be calculated in the same manner as the Licensee is accounted to by its sub-licensee. No royalty shall be payable with respect to Records distributed to members of Records clubs as "bonus" or "free" Records. For records which are sold through special advertisements on radio or television the royalty rate shall be one half (1/2) of the otherwise applicable royalty rate on a territory by territory basis and only until one half (1/2) of the costs of the campaign have been
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(d)

(e)

(f)

(g)

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recouped against the Artist’s royalty Provided Further That the one half (1/2) rate royalty in respect of radio or TV advertised albums shall only apply from the period of the sell-in prior to the campaign until three months after the end of the campaign plus the balance of the remaining current accounting period. (h) The royalty rate payable hereunder for Records sold as premiums shall be one half (1/2) the otherwise applicable royalty rate. The Licensee shall have the right to deduct returns and credits of any nature and the Licensee shall have the right to withhold twenty five percent (25%) of royalties in reserve which shall be liquidated within the next two (2) accounting periods. No royalty shall be payable for Records returned for credit or notified “to be returned for credit” by any buyer or for Records used for the purpose of publicity or advertising or Records distributed to disc jockeys radio stations television stations motion picture companies publishers or others or used on transportation facilities or sold as cut outs or sold as scrap. The royalty rate for Records sold as DAT or digital compact cassettes shall be eighty per cent (80%) of the otherwise applicable royalty rate. The royalty rate for Records sold on new audiophile formats shall be seventy-five per cent (75%) of the otherwise applicable royalty rate.

(i)

(j)

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