Recording and Personal Services Agreement : Please fill out the following form. Please print your completed form if you would like to have a copy for your records.
This RECORDING AND PERSONAL SERVICES AGREEMENT, (hereinafter referred to as the "Agreement") executed and effective this __th day of ___________, 199_, by and between ____(Artist)______ (hereinafter referred to as the "Artist") and _______(Company)_____ (hereinafter referred to as the "Company"):
a. Company is an organization which specializes in the management, recording, recording distributionand representation of musical artists;
b. Company is familiar with the musical abilities of Artist and has the expertise, ability, industrycontacts and resources to assist Artist in the furtherance of his/her career.
c. Artist performs under the name "(Artist's Stage Name)";
d. Company and Artist wish to enter into this Agreement to provide for the production and distribution of the Recording.
IT IS, THEREFORE, AGREED AS FOLLOWS:
A. TERM. The effectiveness of this Agreement shall commence with its execution by all of the parties, and shall continue thereafter for a period of ____ (#) years.
B. PRODUCTION OF RECORDING. The Recording shall be produced in the following manner:
1. PRODUCTION. Company agrees to produce one master recording consisting of songs writtenand performed by Artist (hereinafter referred to as the "Songs". The resulting recording (hereinafterreferred to as the "Recording") shall include music of not less than forty-five (45) minutes in playingduration, and shall be of a quality which is equal to master recordings normally produced forcommercial distribution.
2. CONTRIBUTION BY ARTIST. Artist agrees to full cooperate with the Company, in goodfaith, in the production of the Recording; to contribute to such production the music and lyricsembodied in the Songs; to arrange, direct and perform the Songs in such a manner as to facilitate theproduction of the Recording; and to otherwise strictly observe the remaining duties and obligations ofthis Agreement.
3. COSTS. Company shall be responsible for all costs incurred in the production of the Recording,including the prepayment of all travel, hotel and meal costs incurred by Artist in attending therecording sessions referenced in Section B.5 herein. Company may recover such receipted expensespursuant to the production of master recordings or the advancement of the Artist's career.Company's production, promotion, manufacturing and all other bonafide expenses relating to Artistare deemed recoupable from gross income.
4. ARTISTIC CONTROL. Company and Artist shall be jointly responsible for all decisionsregarding the artistic content of the Recording.
5. DATES AND LOCATION OF RECORDING SESSIONS. The recording sessionsnecessary to produce the Recording shall occur at studios and facilities chosen by Company in__(city, State)____, commencing on ____________, 199_ and ending on ____________, 199_.
6. ADDITIONAL MUSICIANS. Company shall provide and compensate sufficient andcompetent musicians to properly perform the Songs, as arranged and directed by Artist andProducer. Company may recover such costs pursuant to Section B3. herein.
7. TITLE. The title of the Recording shall be chosen by agreement between the Company and the Artist.
8. COMPLETION AND RELEASE. The Recording shall be completed and prepared for release and distribution on or before ___________, 199_. Company and Artist acknowledge that time is ofthe essence in the completion of the Recording, and each agree to exercise all reasonable means to achieve such completion.
9. ASSIGNMENT OF EXCLUSIVE RIGHTS BY ARTIST. Upon the timely occurrence and performance of all material events and obligations required to produce the Recording, Artist shall assign to the Company all of his/her rights, title, and interest in and to the following property, for distribution and commercial exploitation in the United States and Canada:
a. The Songs
b. Artist's performance of the Songs contained in the Recording
c. The title of the Recording
10. LICENSE FOR USE OF NAME AND IMAGE. Upon the timely occurrence andperformance of all material events and obligations required to produce the Recording, Artist shallgrant to the Company the exclusive license to use the name " ___(Artist)__", and the Artist'sphotographic image, in the promotion and distribution of the Recording.
11. FORM OF ASSIGNMENT AND LICENSE DOCUMENTS. The form of documents tobe executed by Artist, pursuant to Section C. and D. herein, shall be identical to the "Assignments"and "License" respectively attached hereto as Exhibits "C" and "D", and incorporated herein by thisreference.
12. COPYRIGHT. Upon Artist's assignment of the Songs pursuant to Section C. herein, Companyshall proceed to obtain and secure a copyright for each of the said Songs. Each such copyright shallbe the sole property of the Company.
13. DISTRIBUTION. Commencing with the completion of the Recording and continuing for theterm of this Agreement, Company will diligently use its best efforts to secure distribution of theRecording throughout the world, through one or more major distribution companies (including recordcompanies, film companies, or any other company). Any such contract entered into betweenCompany and any such record distribution company shall be subject to the terms of this Agreement.
14. ROYALTIES. In accordance with the rights granted by Artist to Company herein, Companyintends to contract with a record distribution company for distribution of the Recording. Companywill be entitled to receive royalties or licensing fees (herein collectively referred to as the "Royalties")as a result of such contract. Royalties shall include any compensation received by Company, orpromised to Company, which directly or indirectly results from the use, exploitation or existence ofthe Recording, or any reproduction applied to satisfy costs incurred and paid by Company pursuantto Sections B.3,and B.6, herein. In the event that Royalties are insufficient to complete suchreimbursement, Artist shall not be liable for such costs. The remainder of such Royalties, if any, shallbe allocated and distributed between Company and Artist, in the following proportion:
____ (xx%) Percent to Company
____ (xx%) Percent to Artist
Royalties due Artist hereunder shall be delivered by Company to Artist within fifteen working days from the Company's receipt thereof.
15. B.M.I. MEMBERSHIP. Within a reasonable time after the execution of this Agreement, Artistshall apply for registration and membership with Broadcast Music Inc. (BMI), a music licensingorganization. Company shall be responsible for any cost or expense associated with such applicationor with the Artist's membership in BMI during the term of this Agreement and the Distribution Period.Company may recover such costs pursuant to Section B#. herein.
16. NON-CIRCUMVENTION. Artist shall not detrimentally interfere with the efforts of Companyto distribute the Recording through one or more distribution companies or enter into any contractinconsistent with the rights of distribution assigned to Company hereunder. Artist shall not contact anysuch potential distribution company except through the offices of the Company.
17. ADDITIONAL PERSONAL SERVICES. For the term of this Agreement, Artist agrees toappear at one or more performances to promote the distribution of the Recording. Company shallschedule and arrange such performances, but Artist shall have the right of prior approval of thelocation, date and time of each such performance. The total number of performances during the termof this Agreement shall not exceed __(# of performances)__. Company shall be responsible fortravel, hotel and meal costs incurred by Artist in attending each such performance, Artist shall be paidone-half (1/2) of the net revenues received by Company for such performances. Such compensationshall be received by Artist within fifteen (15) days from Company's receipt thereof. Company mayrecover such costs (including travel costs and compensation paid to Artist) pursuant to Section B3.herein.
18. OPTION TO PURCHASE. At any time during the term of this Agreement or thereafter, atArtist's option, Artist may purchase all rights assigned and/or granted to Company hereunder orresulting to Company herefrom (including rights of copyright to any and all of the Songs) for the totalsum of:
a. _______________(Amount (large))____________, plus
b. Any receipted costs expended by Company hereunder, but reimbursed, as of the date of exerciseof such option to purchase, plus
c. _______ Percent (X%) of the gross revenues generated thereafter from the Recording.
Exercise of the option shall be accomplished by the delivery of such amount, in cash or certifiedfunds, to Company or its express designee. In the event of such exercise, Company shall promptlyexecute all documents reasonably necessary to effectuate such transaction. If and upon the exerciseof such option, the obligations undertaken by the parties herein shall be exercised.
19. ASSIGNMENT BY COMPANY. Prior to completion of the Recording, the rights andobligations of the Company existing hereunder are personal and unique, and shall not be assignedwithout the prior written consent of Artist. Subsequent to the completion of the Recording, Companymay assign its rights and obligations existing hereunder without the consent of Artist.
20. ASSIGNMENT BY ARTIST. The rights and obligations of Artist existing hereunder arepersonal and unique, and shall not be assigned without prior written consent of Company,
21. CONDITION SUBSEQUENT. If Company does not enter into a binding contract for thedistribution of the Recording during the Distribution Period, the assignment and license from Artist toCompany granted pursuant to Sections C. and D. hereunder shall be deemed rescinded by theagreement of the parties.
22. RIGHT OF INSPECTION. At any time during the term of this Agreement upon prior writtennotice to Company of at least seven (7) days, Artist or his/her designated representative shall bepermitted unrestricted access to the books and records of Company which in any way pertain toArtist, for inspection and photocopying by Artist or Artist's designated representative. Such booksand records shall include, but shall not be limited to, any documents or records which evidence thereceipt or disbursements of Royalties. Company shall maintain such books and records at itsprincipal office.
(a) BINDING EFFECT. This Agreement shall be binding upon the successors and assigns of theparties.
(b) ARBITRATION. In the event of a dispute between Company and Artist regarding the terms,construction or performance of this Agreement, such dispute shall be settled by binding arbitration in_____(city, state)___, according to the rules of the American Arbitration Association for thesettlement of commercial disputes, then in effect. The award or decision resulting therefrom shall besubject to immediate enforcement in a __(state)__ court ofcompetent jurisdiction.
(c) JURISDICTION/APPLICABLE LAW. Company and Artist hereby submit to the jurisdictionof the courts of __(state)__ for the enforcement of this Agreement or any arbitration award ordecision arising herefrom. This Agreement shall be enforced or construed according to the laws ofthe State of ___________.
(d) ATTORNEY'S FEES. In the event that a party is forced to obtain an attorney to enforce theterms of this Agreement, the party prevailing in such action of enforcement shall be entitled to therecovery of attorney's fees incurred in such action.
(e) COVENANT OF GOOD FAITH AND FAIR DEALING. Company and Artist agree toperform their obligations under this Agreement, in all respects, in good faith.
(f) INDEPENDENT CONTRACTOR. In the performance of his/her obligations of thisAgreement, Artist shall be deemed an independent contractor.
(g) INCORPORATION OF RECITALS. The recitals contained at the beginning of this Agreement are incorporated herein by this reference.
24. NOTICES. Any notices or delivery required herein shall be deemed completed whenhand-delivered, delivered by agent,or placed in the U.S. Mail, postage prepaid, to the parties at theaddresses listed herein.
THE PARTIES AGREE to the terms and obligations and so execute on the day and date firstabove mentioned.
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