This Lease Agreement, made and entered into on the [Date of Purchase] serves as a legally binding contract between OWNER [Bobby Corwen] and LICENSEE [Buyer]. This agreement grants the LICENSEE a BASIC license to the instrumental named [Beat Title].
This License Agreement/Lease shall evidence the complete terms and conditions under which the parties whose names appear below have agreed. Lessor/Producer/Composer, BOBBY CORWEN, shall be referred to as "OWNER" and Renter(s)/Lessee, _____________________________, shall be referred to as "LICENSEE." As consideration for this agreement, OWNER agrees to rent/lease to LICENSEE and LICENSEE agrees to rent/lease the instrumental from OWNER for the performance by an Artist of a single musical composition designated by the Artist, and shall be subject to the OWNER’s final approval as to selection of Artist, technical satisfaction for the manufacture, broadcast distribution, and sale of phono records.
In consideration of the premises above and of the mutual covenants and commitments contained in this Music Producer Contract, the parties hereto, consisting of the OWNER and the LICENSEE, agree as follows:
1. GRANT OF RIGHTS OWNER and LICENSEE agree that each Master, and all derivatives thereof (but not including the underlying compositions), (collectively "Works") shall constitute "works made for hire" as that term is defined under 17 U.S.C. sec. 101, and the author and owner of the Works is deemed to be Artist (or its authorized designee).
In any event, Producer does hereby assign, transfer and set over to Artist, its successors and assigns, one hundred percent (100%) of Artist's entire right, title and interest, including without limitation any and all so-called "moral rights," in and to the Works, together with all copyrights therein and thereto throughout the world and any and all renewals and extensions of copyright therein now known or hereafter existing under any law, rule, statute and/or regulation now known or hereafter enacted or promulgated, and including without limitation the exclusive right to administer such copyrights.
The Works shall be the sole and exclusive property of Artist in perpetuity, free from any claim whatsoever by Producer. Producer will execute and deliver to Artist such instruments of transfer and other documents regarding the rights of Artist in the Works as Artist may reasonably request to carry out the purposes of this agreement and Producer will sign any and all necessary documents to effectuate the disposition of same.
LICENSEE shall have the unlimited, perpetual right to exploit the Works for all purposes by any means or media now or hereafter devised, and in any form whatsoever, under any trademarks, trade names and labels with no additional compensation payable to Producer other than as stated herein, it being understood that Producer shall have the right to grant and negotiate and grant all licenses sought and obtained for derivative works.
Neither the expiration nor termination of the agreement pursuant to which the Works were produced shall affect the ownership by Artist of the Works it being understood, however, that the Recordings shall remain the sole and exclusive property of Producer until all monies, as mentioned below in paragraph 3(a), due Producer by Artist are received by Producer." 2. TERMS (b) The term of this agreement shall expire ______ (__) year from the date hereof. You hereby grant COMPANY ______ (__) separate options to extend the term of this agreement for additional periods of one (1) year per each option on the same terms and conditions applicable to the initial one (1) year term, except as provided herein. COMPANY may exercise each of those options by notifying you in writing at any time before the expiration of the then-current term. If COMPANY exercises such an option, the additional period of one (1) year shall commence upon the expiration of the immediately preceding period.
LICENSEE agrees to pay in advance $25 on the [Date of Purchase]. This shall commence on [Date of Purchase] and continue; (check one) A.__ until 10,000 copies of recorded material is sold or distributed. If LICENSEE should sell/distribute more than 500 copies prior expiration of this time period, he shall be liable for a renewal of the instrumental lease. B.__ until one year after [Date of Purchase]. Thereafter it shall become an annual renewal for continued use of instrumental.
3. PAYMENTS Rent and/or other charges are to be paid at such place or method designated by the owner as follows _____________________________________. All payments are to be made by check or money order and cash shall be acceptable. OWNER acknowledges receipt of the First Month's rent of $__________, and a Security Deposit of $__________, and additional charges/fees for ______________________________, for a total payment of $__________. All payments are to be made payable to __________________________________
4. COMPENSATION OWNER shall receive an amount equal to Three percent (3%) of the Suggested Retail List Price (SRLP) of any Record in which the Master(s) is/are embodied on divided by a fraction, the numerator of which shall be the number of Masters produced by Producer appearing on any Record embodying the Masters and the denominator of which shall be the total the number of all royalty bearing masters appearing on the Record.
(c) Notwithstanding the foregoing, Producer's royalties payable hereunder shall be calculated in the same manner as Artist's royalties are calculated under Artist’s recording agreement (“Recording Agreement”) with Artist’s record Artist (“Record Artist”) with respect to the Master(s) recorded hereunder and released by Record Artist. Producer’s royalties shall be subject to the same reductions, deductions, exclusions and category variations as is Artist’s royalties under Artist's Recording Agreement with Record Artist; and shall be paid at the same time as Artist is paid by Record Artist pursuant to the Recording Agreement. Producer shall not be paid any monies in respect of any exploitation of the Master for which Artist is not paid royalties, accordingly, no royalties shall be payable to Producer hereunder unless and until all Advances under this Agreement or Artist’s Recording Agreement or third party recording or distribution agreement, shall have been recouped. As used herein, the term "Advances" shall refer to the following sums but only to the extent such sums are recoupable by me or a royalty paying third party: (a) all recording and mastering costs incurred with respect to the Master, (b) all costs incurred with respect to production of the audio-visual recordings with respect to the master, (c) all artwork costs associated with the Master; (d) all costs for so-called tour support and (e) payments to Producer, and (f) any other costs incurred under this Agreement for recording and manufacturing, promoting, creating and selling the Master.
(d) Whenever the Master(s) produced hereunder are coupled with other master recordings on phonograph records or other devices, Producer's royalty rate under this Agreement shall be computed by multiplying our otherwise applicable royalty rate by a fraction, the numerator of which is the sum of selections contained on the Master(s) and a denominator of which is the total number of master including the Master(s) embodied in the record or other device."
5. MASTER RECORDING The OWNER hereby grants the LICENSEE the right to record vocal and/or instrumental synchronization to any or all parts of the Instrumental. The LICENSEE understands that their BASIC LICENSE to the Instrumental is limited and if the LICENSEE wishes to use the Instrumental in other new compositions, the LICENSEE must obtain another license to use the Instrumental from the OWNER. The LICENSEE also agrees to refrain from editing the Instrumental that is being licensed in this agreement, by changing the arrangement of the Instrumental or by removing any melodies, instruments, drum programming or sounds that are contained within the Instrumental.
6. PROFITABLE DISTRIBUTION The LICENSEE is not limited to any number of distribution methods of the Master Recording (song) for profitable use. The LICENSEE is limited to 500 copies of the Master Recording (song), which can be distributed on ANY kind of recording media including: digital sales, streaming, USB Drives, compact discs, DVDs, VHS videos, and all other forms of media. Any additional copies require a renewal in lease agreement.
The OWNER will not be held liable for any samples used in the instrumental distributed by the LICENSEE. Sample clearance is the responsibility of the LICENSEE.
7. OVERRIDE ROYALTY (a) In the event OWNER is not engaged to produce the LICENSEE’s Masters for Record Artist, and one (l) or more of the Recordings (even though edited or re-mixed) is commercially released by Record Artist, Producer shall be entitled to a three (3%) percent royalty override of the suggested retail list price ("SRLP") of records embodying any Artist Recording hereunder and sold through normal retail channels throughout the United States ("USNRC") and not returned. Such royalty shall be paid on all singles and for LP’s shall be computed on a pro-rated basis, with the numerator to be the number of Artist Recordings and the denominator to be the total number of masters on the record. Producer shall also be entitled to receive applicable credit for the Recording(s) embodied in said record.
(b) LICENSEE agrees to use it’s best efforts to cause Record Artist to pay all royalties due to OWNER hereunder directly to OWNER and LICENSEE agrees to execute letters of direction and any and all other instruments necessary to effectuate same.
8. OWNERSHIP The OWNER maintains 100% full rights (copyright and ownership) of the instrumental, and may continue to sell it non-exclusively and/or exclusively. The LICENSEE has neither the right nor authority to sell or license the rights to the Instrumental whether in whole or part to any other party. With previous individual purchases from others of the instrumental, they will retain their non-exclusive rights under the limitations listed in their agreement until their terms have been fulfilled or renewed.
9. CREDIT The LICENSEE may give production credit to the OWNER for any and all distributed material. This can be done verbally (through recorded vocals on the Master Recording) or written in or on the CD booklet or outside cover. The OWNER reserves the right to keep an audio signature at the beginning of all non-exclusive instrumentals.
10. ADDITIONAL COMPENSATION; ACCREDITATION (a) The compensation set forth herein is full and complete payment to OWNER for all services and rights in respect of the Work. No additional sums will be due to Producer or any other entity as a result of the exploitation of the Works.
(b) As additional consideration, LICENSEE shall use it’s best efforts to have OWNER credited as a "producer" and shall give OWNER appropriate production and songwriting credit on all compact discs, record and cassette labels or any other record configuration manufactured which is now known or created in the future that embodies the Masters created hereunder and on all cover liner notes Artisting any records containing the Masters and on the front and/or back cover of any Album listing the Masters and other musician credits. Such credit shall be in substantial form: "Produced by Bobby Corwen.”. LICENSEE shall use its best efforts to ensure that Record Artist properly credits OWNER and LICENSEE shall check all proofs for accuracy of credits, and shall use its best efforts to cause Record Artist releasing the record to cure any mistakes regarding OWNER's credit on the next print run of such materials. If LICENSEE fails to comply with this clause in any instances or sole obligation to OWNER by reason of such failure OWNER's sole remedy is to have LICENSEE add the appropriate credit. LICENSEE shall provide OWNER with five (5) copies of the completed Records within thirty (30) days after manufacture of the Record to review for accuracy.
11. SONGWRITING; CONTROLLED COMPOSITIONS (a) OWNER shall be considered the author of the music recorded on the Masters recorded hereunder which are written or composed by OWNER, in whole or in part, alone or in collaboration with LICENSEE or with others. Such ownership percentage shall be accorded to OWNER in accordance with OWNER's percentage of authorship based on the copyright laws of the United States and as set forth on Schedule “A” attached hereto. Appropriate credit as a song writer and author of the music showing author's performance right society affiliation shall be given to Producer based on the songs produced and created under this Agreement. If Producer is the sole writer of the music produced under this Agreement, then Producer shall have the right to prepare and file copyright registration forms for the music produced under this Agreement. Producer shall provide Artist with a copy of the filed registration form upon receipt by Producer of the filed form from the Copyright Office. Artist shall have the right to incorporate lyrics with the music created hereunder to create a new song (“New Song”) and Artist shall have the right to give the New Song a new title and register the New Song for copyright, providing Producer the copyright credit in the music in the New Song as set forth in this Agreement. If Producer contributes original lyrics to the compositions recorded, he shall receive a pro-rata share of the songwriter credit, and associated publishing, with any other original lyricist, and it shall receive a pro-rata share of the songwriter credit, and associated publishing, with any other original composer, unless all songwriters agree in writing to another division of writer credit. Claimed percentages of authorship for each title are set forth in Schedule A hereto. Any compositions to which Producer contributes songwriting are referred to herein as "Controlled Compositions”.
(b) Subject to the terms of this agreement, Producer member hereby retains his publishing rights in connection with his share of all compositions and Artist further grants to producer the right to participate and be present during all negotiations with Record Artist and/or any other person or entity with whom Artist may enter into negotiations regarding the sale, license or distribution of the Masters to be produced hereunder.
12. WARRANTIES AND REPRESENTATIONS Producer and Artist hereby make the following representations and warranties:
(a) Producer has the full right and ability to enter into this Agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder.
(b) Producer warrants that the manufacture, sale, distribution, or other exploitation of the Masters hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the Masters by Artist and/or Artist, and Artist indemnifies and holds Producer harmless for any such elements.
(c) Producer warrants that he shall not "sample" (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as "Owner") without first having notified Artist and obtaining Artist’s consent. Artist shall have no obligation to approve the use thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall constitute an additional recording cost and expense and shall be borne by Artist, recoupable from royalties hereunder. Knowledge by Artist that "samples" were used by Producer which were not affirmatively disclosed by Producer to Artist shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such "sample" from Producer to Artist. At Artist’s request, Producer shall cooperate with respect to any matters concerning "sampling" which may arise hereunder.
13. INDEMNIFICATION Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the Non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this Agreement.
14. ACCOUNTING AND AUDIT Payments and royalties earned and payable, if any, shall be accounted for and paid to Producer (or Producer's designee, as applicable) within thirty (30) days after the end of each respective calendar quarter ending March 31, June 30, September 30 and December 31, or in accordance with such accounting period as designated pursuant to Recording and/or Distribution Agreement, and royalties shall be paid and accounted for within thirty (30) days after the end of each respective calendar quarter in accordance with the terms as set forth therein. Artist shall have the right to retain, as a reserve against subsequent charges (said reserve not to exceed thirty (30%) percent), credits or returns (collectively "returns"), a reasonable percentage of royalties otherwise payable hereunder; provided that said reserved amount shall be liquidated fully by the fourth accounting period following the period for which the reserve was first established. Producer, or a certified public accountant on Producer's behalf, may at Producer's cost and expense examine Artist's books relating to the sale or other distribution of Records hereunder solely for the purpose of verifying the accuracy of any statement rendered, only during Artist's normal business hours and upon reasonable written notice. Artist's books relating to any particular royalty statement may be examined within two (2) years after the date a statement is rendered by Artist to Producer. Artist shall immediately pay the balance due of any understatement of royalties paid or payable as revealed by such examination.
15. Parties hereto agree to save, defend, indemnify and hold each other and any of their Artist’s, agents, heirs, successors, assigns and employees free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of defaulting Artist's warranties and representations hereunder which have been reduced to final judgment; provided that prior to final judgment, Artist shall be entitled to withhold royalties otherwise payable in an amount equal to Artist's reasonably estimated exposure in connection with such claimed breach by Producer, and provided further that if no legal action is commenced in connection with such claim of breach within one (1) year after notification to Artist of such claim, then Artist shall release all royalties so withheld. As an alternative to the withholding of royalties, Producer shall be entitled to post a bond for the benefit of Artist in an amount equal to Artist's reasonably estimated exposure. Parties shall be entitled to designate any defense attorneys engaged in connection with any such claim or action.
16. SEVERABILITY If any provision of this Agreement shall, for any reason be illegal or unenforceable, then and in such event, the same shall not affect the validity of remaining portions and provisions of the Agreement.
17. RELATIONSHIP OF PARTIES Nothing contained herein shall be construed to constitute a partnership or joint venture between the parties hereto, and neither Artist shall become bound by any representation, act, or omission of the other.
18. CONSTRUCTION This Agreement shall be deemed entered into within the State of _______________and shall be construed in accordance with and governed by the laws of that State and/or by U.S. federal law.
19. NOTICES All notices which either party may desire or be required to give hereunder, shall be in writing and sent by certified mail postage prepaid. Notice shall be deemed effective five (5) days after posting. (A simultaneous transmission of all notices and statements via facsimile is recommended.) The address of the parties for all notices, statements, and payments shall be as first set forth above.
20. ATTORNEY'S FEES In the event of any controversy, claim, or dispute as to the terms of this Agreement, or the subject matter thereof, or breach, thereof, and/or litigation resulting there from, the prevailing party shall be entitled to recover from the other party reasonable attorney's fees and costs resulting there from.
21. ENTIRE UNDERSTANDING This Agreement sets forth the entire understanding between the parties regarding the subject matter hereof, and cannot be modified except by written instrument signed by the parties hereto. This agreement may be executed in counterpart and shall have the same validity, force and effect as if executed in whole.
22. HEADINGS The headings set forth herein are for convenience only and shall not be construed as defining the terms and conditions contained hereunder or utilized to assist in the interpretation of any ambiguity or ambiguities contained in any of the provisions of this Agreement.
23. FUTURE DOCUMENTS The parties hereto agree to execute any and all further documents, which are necessary, required or desired to make this Agreement effective and binding upon the parties hereto and which are necessary, required or desired for the performance of any of the terms or conditions hereof.
24. NOTICE AND CURE (a) If LICENSEE fails to account for and make payments hereunder and such failure is not cured within thirty (30) days after written notice thereof to LICENSEE, or if LICENSEE fails to perform any other obligations required of it hereunder and such failure is not cured within thirty (30) days after written notice thereof to LICENSEE, or in the event that LICENSEE shall go into liquidation, or shall go into bankruptcy or make an assignment for the benefit of creditors, or any insolvency or composition proceeding shall be commenced against or by LICENSEE, then and in any one or all of such events, this agreement shall automatically terminate, and the LICENSEE shall have no further rights of any kind whatsoever in and to the Masters and/or records hereunder. In any such event the LICENSEE shall continue to account to OWNER for royalties and/or other sums earned in respect of records embodying the Masters manufactured by or for the LICENSEE prior to the date of such termination. (b) If LICENSEE fails to perform any obligations required of it hereunder and such failure is not cured within thirty (30) days after written notice thereof to LICENSEE, then OWNER shall have the right to terminate this agreement and suspend its performance thereof. In any such event the LICENSEE shall continue to account to OWNER for royalties and/or other sums earned in respect of records embodying the Masters manufactured by or for the LICENSEE prior to the date of such termination.
25. ASSIGNMENT OWNER may freely assign all or any portion of Owner’s rights, duties, and obligations under this Agreement to any other business entity established by Producer, provided, however, that no such assignment shall result in an increase of Producer’s fee payable by ARTIST under this Agreement, nor otherwise result in the modification of any other material or substantive provisions of this Agreement, absent written agreement to the contrary. 14. DEFINITIONS (a) "Record" means all forms of reproductions, now or hereafter known, manufactured or distributed primarily for home use, school use, juke box use or use in means of transportation, including records of sound alone and audiovisual Recordings.
(b) "Master," "Master Recording" or "Recording" means any recording of sound, whether or not coupled with a visual image, by any method and on any substance or material, whether now or hereafter known, which is intended for use in the recording, production and/or manufacture of Records and which embodies the performance of an Artist signed to COMPANY.
(c) "Performance" means singing, speaking, conducting or playing an instrument, alone or with others.
(d) The words "single Record" or "Single" means a Record containing not more than three (3) different Compositions.
(e) "Long Play Single" means a 12-inch vinyl disc Record embodying not more than three (3) different Compositions, or the equivalent in a non-vinyl configuration.
(f) "Mini LP" or "EP" means any Record, other than an LP, containing more than three (3) different Compositions.
(g) The term "Multiple Record LP" means an LP containing two or more vinyl discs, cassettes, compact discs, or the equivalent, or more than fourteen (14) Compositions packaged as a single unit. For purposes of the Recording Commitment hereunder and for computing the applicable Recording Fund or Advance, a Multiple Record LP accepted by COMPANY shall be deemed only one (1) LP.
(h) "Person" means any individual, corporation, partnership, association or other organized group of persons or legal successors or representatives of the foregoing.
(i) "Side" means a Recording of sufficient playing time to constitute one side of a 45-rpm record, but not less than three (3) minutes of continuous sound embodying performances by Artist.
(j) (a) "Suggested Retail List Price" or "SRLP" means (other than with respect to compact discs) (1) with respect to Records sold for distribution in the United States, COMPANY's suggested retail list price in the United States during the applicable accounting period for the computation of royalties to be made hereunder, it being understood that a separate calculation of the suggested retail list price shall be made for each price configuration of Records manufactured and sold by COMPANY; and (2) with respect to Records sold hereunder for distribution outside the United States, COMPANY's or its licensees' suggested or applicable retail price in the country of manufacture or sale, as COMPANY is paid, provided that in any country where there is an absence of such suggested or applicable retail list price and where COMPANY's licensee is wholly-owned by COMPANY or COMPANY's parent, the price as may be established by COMPANY or its licensee(s) in conformity with the general practice of the recording industry in such country.
(b) With respect to sales of Compact Discs only, "Suggested Retail List Price" shall mean:
(1) In the United States: one hundred thirty percent (130%) of COMPANY's lowest published wholesale price, in the category of sale concerned. In the event such wholesale price changes during an accounting period, the applicable wholesale price for the entire accounting period shall be deemed to be the lowest average daily wholesale price during the period.
(2) In all other territories: The suggested retail list price or other price utilized by COMPANY's licensee in computing monies to be paid to COMPANY for the Record concerned.
(c) COMPANY may at some time change the method by which it computes royalties in the United States from a retail basis to some other basis (the "New Basis"), such as, without limitation, a wholesale basis. The New Basis will replace the then-current Royalty Base Price and the royalty rates shall be adjusted to the appropriate royalty which would be applied to the New Basis so that the dollars-and-cents royalty amounts payable with respect to the Record concerned would be the same as that which was payable immediately prior to such New Basis. If a Record was not theretofore sold in a particular configuration or at a particular price (e.g., a Budget Record), the adjusted royalty rate for any such configuration shall be the adjusted royalty rate on top-line LPs multiplied by a fraction, the numerator of which is the royalty rate for sales in the configuration concerned prior to the New Basis and the denominator of which is the royalty rate for sales of top-line LPs prior to the New Basis. If there are other adjustments made by COMPANY that would otherwise make the New Basis more favorable (a particular example of which might be the distribution of smaller quantities of free goods than theretofore distributed) then the benefits of such other adjustments will be taken into consideration in adjusting the royalty rate.
(d) Notwithstanding anything to the contrary contained herein, the Suggested Retail List Price for premium Records shall be COMPANY's actual sales price of such Records.
(e) Notwithstanding anything to the contrary herein, the Suggested Retail List Price with respect to so-called home video devices manufactured and distributed by COMPANY Records shall be COMPANY's published wholesale price as of the commencement of the accounting period concerned.
(k) "Container Charge" shall mean ten percent (10%) of the Suggested Retail List Price for a single-fold disc Record (other than compact discs) in a standard sleeve with no inserts or for any other Record other than as hereinafter provided; fifteen percent (15%) of the Suggested Retail List Price for a disc Record (other than compact discs) in a double-fold or gatefold jacket, in a nonstandard sleeve or jacket, or with inserts; twenty percent (20%) of the Suggested Retail List Price for Records in non-disc form or audiovisual Records; and twenty-five percent (25%) of the Suggested Retail List Price for compact discs, audiophile Records, or Records sold in the form of new Record configurations.
(l) "Royalty Base Price" means the Suggested Retail List Price less all excise, sales and similar taxes and less the applicable Container Charge.
(m) "LP" or "Album" means a sufficient number of Masters embodying Artist's performances to comprise one (1) or more 12-inch, 33-1/3, long-playing vinyl disc Record album, or the equivalent, of not less than thirty-eight (38) minutes of playing time and containing at least ten (10) different Compositions.
(n) "United States" mean the United States of America, its territories, possessions and military exchanges.
(o) "Composition" means a single musical composition, irrespective of length, including all spoken words and bridging passages and including a medley.
(p) "Controlled Composition" means a Composition wholly or partly written, owned or controlled by you, or any Person in which you have a direct or indirect interest.
(q) "Net Sales" means sales of Records paid for and not returned, less returns and credits, after deduction of reserves against anticipated returns and credits.
(r) "Advance" means a prepayment of royalties and shall be chargeable against and recoupable from any royalties otherwise payable hereunder. [There shall be no cross-collateralization between royalties earned by you in respect to your production of Masters by different Artists. Each Artist, however, shall be treated as a single accounting unit.] DRAFT NOTE: INCLUDE IF APPROPRIATE.
(s) "Territory" shall mean the Universe.
(t) "Mechanical Royalties" means royalties payable to any Person for the right to reproduce and distribute copyrighted musical compositions on Records.
(u) "Joint Recordings" means Masters embodying the Artist's performance and any performance by another artist with respect to whom COMPANY is obligated to pay royalties.
(v) "Sales through Normal Retail Channels" shall include all records sold at top-line prices by COMPANY but shall exclude, without limitation: (1) record clubs; (2) PX sales; (3) budget and midline; (4) third-party licenses; (5) compact discs and audiophile records and sales through any other so-called non-retail channels. All such sales shall be computed in accordance with the applicable Artist Agreement.
(w) "Video" means a sight and sound Record designed to reproduce the audio performance of a recording artist together with a visual image.
(x) "Home Video Device" means video cassettes, video discs, or any other means of reproduction intended primarily for home use.
26. LEGAL REPRESENTATION OWNER AND LICENSEE HERE TO ACKNOWLEDGE THAT EACH HAS READ AND FULLY UNDERSTAND THE CONTENTS OF THIS AGREEMENT AND/OR HAVE HAD THE CONTENTS FULLY EXPLAINED TO THEM. EACH HAS FURTHER BEEN ADVISED THAT IT IS THEIR RIGHT TO HAVE THIS AGREEMENT REVIEWED AND EXPLAINED BY AN ATTORNEY OF THEIR OWN CHOOSING AND AT THEIR OWN EXPENSE BEFORE EXECUTING SAME; HOWEVER, ANY INDIVIDUAL'S FAILURE TO DO SO WILL NOT AFFECT THE VALIDITY OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have accepted this Agreement on the date first set forth above.
PRODUCER: Bobby Corwen ARTIST: ______________________________
Now, wasn't that fun and exciting?! I 'love' legal language...not.
Anyway as you read this, in many cases the Producer will demand a percentage of the royalties due from the work he/she has produced. So re-read this section carefully... "Artist shall have the unlimited, perpetual right to exploit the Works for all purposes by any means or media now or hereafter devised, and in any form whatsoever, under any trademarks, trade names and labels with no additional compensation payable to Producer other than as stated herein, it being understood that Producer shall have the right to grant and negotiate and grant all licenses sought and obtained for derivative works.
So, don't be surprised if your Producer demands more than a fee for his/her Production work. Read the legal language carefully!