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This is an agreement between a musician and a band’s entity for the production and recording of music. The musician agrees to competently and diligently record music for the entity on an exclusive basis for the term of the agreement. The specific music that will be recorded can be specified by the parties under “Exhibit A” of this agreement. In addition, the musician grants all ownership and monetary rights of the composition to the entity. This agreement can be used by individuals or small businesses that want to hire a musician to provide services for the master recording of a composition.
This is an agreement between a musician and a band’s entity for the production and recording of music. The musician agrees to competently and diligently record music for the entity on an exclusive basis for the term of the agreement. The specific music that will be recorded can be specified by the parties under “Exhibit A” of this agreement. In addition, the musician grants all ownership and monetary rights of the composition to the entity. This agreement can be used by individuals or small businesses that want to hire a musician to provide services for the master recording of a composition. SESSION MUSICIAN AGREEMENT THIS AGREEMENT (hereinafter referred to as the "Agreement") executed and effective this _____ day of ___________, 20___ [Instruction: Insert Date] (the “Effective Date”), by and between ______________ [Instruction: Insert Name of Session Musician], ________________ [Instruction: Insert Address] (the "Employee") and ________________, [Instruction: Insert Name of Band’s entity] ___________________ [Instruction: Insert Address] (the "Employer"). The Employee and the Employer are hereinafter sometimes collectively referred to as the “Parties”. 1. EMPLOYMENT A. Employer hereby engages and employs the Employee to provide such professional services as a musician in connection with the making of certain master recording(s), as set forth in Exhibit "A" attached hereto and incorporated by this reference (the “Master(s)”) and Employee hereby accepts such engagement and agrees to perform such services diligently, competently, and to the best of Employee’s ability experience and talent to perform to our satisfaction all of the services required of you hereunder. B. Employee agrees that during the term of this Agreement Employee will record exclusively for Employer and after the expiration of this Agreement Employee agrees not to record for any third party any of the musical compositions (“Compositions”) recorded hereunder. In the event of a breach of this covenant, the Employer shall be entitled to an injunction to enforce same, in addition to any other remedies available to it. 2. TERM AND TERMINATION A. This Agreement shall commence upon the Effective Date, and shall continue thereafter for a period of _________ (____)[Instruction: Insert Duration] months. The Employer shall have the option to extend this Agreement by giving a notice in writing to Employee of not less than thirty (30) days prior to the expiration of this Agreement. B. Notwithstanding anything to the contrary contained herein: i. Employer shall have the right to terminate the term of this contract, with or without proper cause, by sending written notice to Employee at any time, in which event Employer shall immediately be relieved of any further obligations to utilize Employee’s services hereunder. However, in the event Employer shall terminate the term hereof for any reason other than proper cause and Employer shall give Employee no less than two (2) weeks’ prior notice of such termination. As used herein, the term "proper cause" shall mean your failure, refusal, neglect or inability to render services hereunder as, when and in the manner required to be performed by you hereunder. ii. Employee shall also have the right to terminate the term of this contract by sending written notice to Employer. Upon Employer’s receipt of your such notice, Employer shall have the right , but not the obligation, to require Employee to continue to perform all of Employee’s © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 obligations hereunder for a period of up to thirty (30) days commencing after Employer’s receipt of your Employee’s notice. In the event Employee fails to send Employer such written notice and to fully perform all of Employee’s obligations hereunder during such thirty (30) day period, or such portion thereof as Employer may designate, Employer shall be immediately relieved of any further obligations to pay Employee royalties or monies otherwise payable to Employee hereunder. C. Employer reserves the right, at Employer’s election, to suspend the operation of this Agreement for the duration of any of the following contingencies if by reason of any such contingency, Employer becomes materially hampered in the performance of Employer’s obligations under the Agreement or Employer’s recording or distribution with Employer’s recording designee are delayed or become impossible or commercially impracticable: Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service, or any other cause beyond the control of Employer D. In the event that either party believes that the other has materially breached any obligations under this Agreement, such party shall so notify the breaching party in writing. The breaching party shall have thirty (30) days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within 30 days the non-breaching party shall have the right to terminate the Agreement without further notice. 3. GRANT OF RIGHTS A. The Employee hereby grants to the Employer, its affiliates, associates, subsidiaries, nominees, successors and assigns: all rights of every kind and nature in and to the results and proceeds of Employee’s services and performances rendered hereunder, including, without limitation, the complete, unconditional and exclusive worldwide ownership in perpetuity of any and all Master(s) and audio visual reproductions embodying Employee’s performances hereunder. Employer or Employer’s designees shall, accordingly, have the sole and exclusive right to copyright any such Master(s), phonograph records and/or audiovisual reproductions embodying Employee’s performances in Employer’s or Employer’s designee’s name as the sole owner and author thereof, and to secure any and all renewals and extensions of such copyrights (it being understood that for such purposes Employee and all persons rendering services in connection with such Master(s) and/or audiovisual reproductions shall be Employer’s employees for hire). If it is determined that Employee are not Employer’s employee for hire, Employee hereby irrevocably assigns to Employer all rights (including but not limited to all worldwide copyrights and rights to copyright) in and to the results and proceeds of Employee’s services hereunder, including but not limited to all Compositions. Nevertheless, Employee shall, upon Employer’s request, execute and deliver to Employer any assignments of copyright (including any renewals and extensions thereof) in and to such Master(s) and/or audiovisual reproductions as Employer may deem necessary and Employee hereby irrevocably appoint Employer as © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 Employee’s attorney-in-fact for the purpose of executing such assignments in Employee’s name. Without limiting any of the foregoing, Employer and Employer’s designees and licensees shall have the exclusive worldwide right in perpetuity to manufacture, distribute, advertise, sell, lease, license, convey or otherwise use or dispose of in any method now or hereafter known, in any manner whatsoever (or to refrain from such use), phonograph records or other reproductions (visual and non-visual) embodying the Master(s) or Employee’s performances, upon such terms and conditions as the Employer in its sole discretion deems advisable, to release, sell or authorize the sale of individual recordings or performances of Employee on singles and in albums, which may contain recordings of performances of other musicians under any trademarks, tradenames, or labels, to perform such phonograph records or other reproductions (and the Compositions) publicly, or to permit performances thereof by means of radio or television broadcast, or any other method now or hereafter known, upon such terms and conditions as Employer may approve, and to permit any other person, firm or corporation to do any or all of the foregoing, or Employer may refrain from doing any and all of the foregoing. B. Employer and Employer’s designees and licensees shall have the worldwide right in perpetuity to use and to permit others to use and publish Employee’s name (both legal and professional, and whether presently or hereafter used by Employee), likeness, personal and biographical information, or to refrain from using any of the same, concerning Employee for in connection with Employee’s services hereunder, including, without limitation, the manufacture, distribution, exploitation, advertising and sale of the Master(s), the phonograph records derived therefrom and the Compositions. C. Employee hereby waives the benefits of any and all moral rights and agrees not to assert any moral rights claims against the Employer and/or Employer’s designees and licensees relating to the Compositions the Master(s), the phonograph records derived therefrom. Employee hereby releases and discharges Employer, its employees, agents, licensees, successors and assigns from any and all claims, demands or cause of actions that it may have or may later have for libel, defamation, invasion of privacy or right of publicity, infringement of copyright or trademark, or violation of any other right arising out of or relating to any utilization of the rights granted herein 4. COMPENSATION A. In full consideration of Employee's full performance of the terms, undertakings and provisions hereof, and for all rights granted by Employee to Employer hereunder, Employer agrees to pay Employee as follows: i. Fixed compensation at the rate of _____________ ($____) [Instruction: Insert Amount] per session. For purposes of clarity, a session is defined as an eight-hour (8-hour) block of time; and ii. With respect to any exploitation of the Master(s), Employee shall received an amount equal to _______ percent (___%) [Instruction: Insert Amount] of any and all record royalties actually received by Employer from Employer’s recording designee, or its successors-in-interest under any applicable recording or distribution agreement, pro-rated by multiplying such royalty by a fraction, such that the numerator of which is the number of Master(s) embodied on the record and the denominator of which is the total number of royalty bearing master recordings embodied thereon, less an © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 amount equal to any and all costs and expenses or other deductions (including, without limitation, commissions actually paid to third parties such as managers and agents and attorneys and accountants) incurred by Employer in connection with such royalties. Without limiting the generality of the foregoing, Employee shall not be paid any monies in respect of any exploitation of the Master(s) for which Employer is not paid royalties. Accordingly, no royalties shall be payable to Employee hereunder unless and until all advances paid to Employer or charged to Employer’s account by Employer’s recording designee have been recouped. iii. With respect to the compensation indicated in paragraph 4(A)(ii), Employer shall account to Employee, directly, no less than twice a year. Within ninety (90) days of June 30th and December 31st. Each such accounting shall set forth sales for which royalties are payable hereunder and shall be accompanied by payment of any royalties owed to Employee, if any. Employee shall have the right to examine Employer’s books and records relating to the sale of records embodying the Master(s), upon reasonable written notice, but not more frequently than once per statement or once in any calendar year and at Employee’s sole cost and expense. All accountings rendered hereunder shall be binding upon Employee and not subject to any objection by Employee for any reason unless specific written objection, stating the basis thereof, is furnished to Employer within two (2) years from the date rendered. Employee shall be foreclosed from maintaining any action, claim or proceeding against Employer with respect to any statement or accounting due hereunder unless commenced against Employer in a court of competent jurisdiction within two and one-half (2 1/2) years after the date such accounting is rendered. B. Employer shall be responsible for all costs incurred in the production of the Master(s), including travel, hotel and meal expenses incurred by Employee in attending the recording sessions. 5. REPRESENTATIONS, WARRANTIES, INDEMNIFICATION, LIMITATION OF REMEDY A. Employee represents and warrants that: i. There are no agreements which prevent Employee from fulfilling all of the Employee's obligations hereunder, or which will impair the rights granted to Employer hereunder. Employee agrees that during the term of this Agreement, Employee will not enter into any agreement or commitment in violation of or inconsistent with the terms of this Agreement or which may prevent or impair Employer's full enjoyment of its rights to Employee's services, or of the right and privileges granted to Employer by Employee hereunder; ii. During the term of this Agreement, Employee shall become and remain a member in good standing of any appropriate labor union or unions representing persons performing services of the type and character that Employee may be required to perform under this agreement; iii. No selections, materials, ideas, or other properties furnished, selected or recorded by you and embodied or contained in or used in connection with the Master(s) (including but not limited to Compositions) or the packaging or advertising for phonograph records embodying the © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 Master(s) will violate or infringe upon any common law or statutory right of any third party, including, without limitation, contractual rights, copyrights, and rights of privacy. B. Employee hereby agrees to and does hereby indemnify, save, and hold Employer and Employer’s designees and licensees harmless from any and all damages, liabilities, costs, losses and expenses (including legal costs and attorneys' fees) arising out of or connected with any claim, demand or action by a third party which is inconsistent with any of the warranties, representations or covenants made by Employee in this Agreement. Employee agrees to reimburse Employer on demand for any payment made by Employer at any time with respect to such damage, liability, cost, loss or expense to which the foregoing indemnity applies. Employer shall notify Employee of any such claim, demand or action promptly after Employer has been formally advised thereof. Pending the determination of any such claim, demand, or action Employer shall have the right, at Employer’s election, to withhold payment of any monies otherwise payable to Employee hereunder in an amount reasonably related to such claim and estimated attorneys' fees and expenses in connection therewith. C. Employee's performances hereunder, and the rights and privileges granted to Employer by Employee hereunder, are of a special, unique, unusual, extraordinary, and intellectual character, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated for in damages in an action at law and any default or breach by Employee of any of the provisions of this agreement will cause Employer irreparable injury and damage. Employee expressly agrees that Employer will be entitled to injunctive and other equitable relief to prevent a breach of this agreement or any portions thereof by Employee. Such relief shall be in addition to any other rights for damages or otherwise to prevent a breach of this agreement or any portion thereof by Employee. 6. MISCELLANEOUS A. In the performance of Employee’s obligations under this Agreement, the Employee shall be deemed an independent contractor. Nothing in this Agreement is intended or shall be construed to create with Employer a joint venture employer/employee relationship, or partnership, or to allow Employer to exercise control or direction over the manner or method by which Employee performs the services which are the subject matter of this Agreement B. All notices, statements and or requests that either party to this agreement desire to give to the other party hereto pursuant to the terms hereof, shall be mailed by certified or registered mail, postage prepaid, return receipt requested, to the address mentioned above or at such address as each of the Parties may designate in writing to the other from time to time. C. Prior to completion of the Recording, the rights and obligations of the Employer existing hereunder are personal and unique, and shall not be assigned without the prior written consent of Employee. Subsequent to the completion of the Recording, Employer may assign its rights and obligations existing hereunder without the consent of Employee. The rights and obligations of Employee existing hereunder are personal and unique, and shall not be assigned without prior written consent of Employer. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties, their predecessors, assigns, successors in interest, personal © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 representatives, their past and present attorneys, principals, employees, independent Contractors, officers, directors, shareholders, parents, issue, subsidiaries, agents, servants, estates, heirs, administrators, executors, conservators, trustees, legatees, and other affiliated entities of each of the Parties hereto. D. This Agreement contains the entire agreement of the Parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the Parties hereto, relating to the subject matter contained in this Agreement which are not fully expressed herein. It may not be changed orally but only by an instrument in writing signed by both the Parties E. This agreement shall be governed by and construed in accordance with the laws of the State of __________________ [Instruction: Insert State], applicable to agreements to be wholly performed within said State, with jurisdiction and venue exclusive to the Federal and/or State courts located in the County of _____________. F. This Agreement may not be altered, modified, or changed in any manner except by a writing executed by the party against whom it is to be enforced. Waiver of the breach of any of the provisions of this Agreement shall not be deemed to be a waiver of any other breach of the same or any other provision of this Agreement. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. G. Employee and Employer each declare that each has had the opportunity before signing this agreement to read this agreement carefully and to discuss the exact provisions of this agreement with advisors who understand the record industry generally, and this type of agreement specifically. \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 IN WITNESS WHEREOF, the Parties have executed this agreement the day and year as first above written. EMPLOYER: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] EMPLOYEE: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] SSN or FED ID: ___________________________ [Instruction: Insert Social Security Number or Taxpayer ID] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8 “Exhibit "A” “Master(s)” © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9
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