20

IT IS HEREBY UNDERSTOOD

a. THE RECORD LABEL is an organization, which specializes in the management, recording, recording distribution and representation of musical artists;

 

b. THE RECORD LABEL is familiar with the musical abilities of Artist and has the expertise, ability, industry contacts and resources to assist Artist in the furtherance of the Artist's career.

 

c. Artist performs under the name "(Artist's Stage Name)";

 

d. THE RECORD LABEL 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. GRUVE KORE RECORDS agrees to produce one master recording consisting of songs written and performed by Artist (hereinafter referred to as the "Songs". The resulting recording (hereinafter referred to as the "Recording") shall include music of not less than forty (40) minutes in playing duration, and shall be of a quality which is equal to master recordings normally produced for commercial distribution.

2. CONTRIBUTION BY ARTIST. Artist agrees to full cooperate with GRUVE KORE RECORDS , in good faith, in the production of the Recording; to contribute to such production the music and lyrics embodied in the Songs; to arrange, direct and perform the Songs in such a manner as to facilitate the production of the Recording; and to otherwise strictly observe the remaining duties and obligations of this Agreement.

3. COSTS. GRUVE KORE RECORDS 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 the recording sessions referenced in Section B.5 herein. Company may recover such receipted expenses pursuant 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 Artist are deemed recoupable from gross income.

4. ARTISTIC CONTROL. Company and Artist shall be jointly responsible for all decisions regarding the artistic content of the Recording.

5. DATES AND LOCATION OF RECORDING SESSIONS. The recording sessions necessary to produce the Recording shall occur at studios and facilities chosen by Company in _____________(city) _________________(State), commencing on ____________, 20___ and ending on ____________, 20___.

6. ADDITIONAL MUSICIANS. GRUVE KORE RECORDS shall provide and compensate sufficient and competent musicians to properly perform the Songs, as arranged and directed by Artist and Producer. GRUVE KORE RECORDS may recover such costs pursuant to Section B3. herein.

7. TITLE. The title of the Recording shall be chosen by agreement between GRUVE KORE RECORDS and the Artist.

8. COMPLETION AND RELEASE. The Recording shall be completed and prepared for release and distribution on or before ___________, 20____. GRUVE KORE RECORDS and Artist acknowledge that time is of the essence in the completion of the Recording, and each agree to exercise all reasonable means to achieve such completion.

9. ASSIGNMENT OF SEMI-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 GRUVE KORE RECORDS 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 with only GRUVE KORE RECORDS services and products. GRUVE KORE RECORDS and ARTIST agrees to ARTISTS free choice of business partnerships as long as it does not grossly interfere with GRUVE KORE RECORDS business with ARTIST. Such as :

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 and performance of all material events and obligations required to produce the Recording, Artist shall grant to the GRUVE KORE RECORDS the exclusive license to use the name " ____________________(Artist)__", and the Artist's photographic image, in the promotion and distribution of the Recording.

11. FORM OF ASSIGNMENT AND LICENSE DOCUMENTS. The form of documents to be 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 this reference.

12. COPYRIGHT. Upon Artist's assignment of the Songs pursuant to Section C. herein, GRUVE KORE RECORDS shall proceed to obtain and secure a copyright for each of the said Songs. Each such

copyright shall be freely used by GRUVE KORE RECORDS for all promotional and sales purposes.

13. DISTRIBUTION. Commencing with the completion of the Recording and continuing for the term of this Agreement, GRUVE KORE RECORDS will diligently use its best efforts to secure distribution of the Recording throughout the world, through one or more major distribution companies (including record companies, film companies, or any other company). Any such contract entered into between Company and any such record distribution GRUVE KORE RECORDS shall be subject to the terms of this Agreement.

14. ROYALTIES. In accordance with the rights granted by Artist to GRUVE KORE RECORDS herein,

GRUVE KORE RECORDS intends to contract with a record distribution company for distribution of the Recording. Company will 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 GRUVE KORE RECORDS , or promised to GRUVE KORE RECORDS , which directly or indirectly results from the use,

exploitation or existence of the Recording, or any reproduction applied to satisfy costs incurred and paid by GRUVE KORE RECORDS pursuant to Sections B.3,and B.6, herein. In the event that Royalties

are insufficient to complete such reimbursement, Artist shall not be liable for such costs. The remainder of such Royalties, if any, shall be allocated and distributed between GRUVE KORE RECORDS and

Artist, in the following proportion:

__________________________________ ( %) Percent to Company

__________________________________ ( %) Percent to Artist

Royalties due Artist hereunder shall be delivered by GRUVE KORE RECORDS to Artist within fifteen working days from the GRUVE KORE RECORDS' receipt thereof.

15. B.M.I. MEMBERSHIP. Within a reasonable time after the execution of this Agreement, Artist shall apply for registration and membership with Broadcast Music Inc. (BMI), or American Society Of Composers And Publishers (or ASCAP),both music licensing organizations. GRUVE KORE RECORDS shall be responsible for any cost or expense associated with such application or with the Artist's membership in BMI or ASCAP 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 GRUVE KORE RECORDS to distribute the Recording through one or more distribution companies or enter into any contract inconsistent with the rights of distribution assigned to GRUVE KORE RECORDS hereunder. Artist shall not contact any such potential distribution company except through the offices of the GRUVE KORE RECORDS .

17. ADDITIONAL PERSONAL SERVICES. For the term of this Agreement, Artist agrees to appear at one or more performances to promote the distribution of the Recording. GRUVE KORE RECORDS shall schedule and arrange such performances, but Artist shall have the right of prior approval of the location, date and time of each such performance. The total number of performances during the term of this Agreement shall not exceed ___________________. GRUVE KORE RECORDS shall be responsible for travel, hotel and meal costs incurred by Artist in attending each such performance, Artist shall be paid one-half (1/2) of the net revenues received by Company for such performances. Such compensation shall be received by Artist within fifteen (15) days from Company's receipt thereof. Company may recover 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, at Artist's option, Artist may purchase all rights assigned and/or granted to GRUVE KORE RECORDS hereunder or resulting to GRUVE KORE RECORDS herefrom (including rights of copyright to any and all of the Songs) for the total sum of:

a. ___________________________, plus;

b. Any receipted costs expended by GRUVE KORE RECORDS hereunder, but reimbursed, as of the date of exercise of such option to purchase, plus;

c. _______ Percent ( %) 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 certified funds, to Company or its express designee. In the event of such exercise, GRUVE KORE RECORDS shall promptly execute all documents reasonably necessary to effectuate such transaction. If and upon the exercise of such option, the obligations undertaken by the parties herein shall be exercised.

19. ASSIGNMENT BY GRUVE KORE RECORDS . Prior to completion of the Recording, the rights and obligations of the GRUVE KORE RECORDS existing hereunder are personal and unique, and shall not be assigned without the prior written consent of Artist. Subsequent to the completion of the Recording, GRUVE KORE RECORDS may assign its rights and obligations existing hereunder without the consent of Artist.

20. ASSIGNMENT BY ARTIST. The rights and obligations of Artist existing hereunder are personal and unique, and shall not be assigned without prior written consent of GRUVE KORE RECORDS ,

21. CONDITION SUBSEQUENT. If GRUVE KORE RECORDS does not enter into a binding contract for the distribution of the Recording during the Distribution Period, the assignment and license from Artist to GRUVE KORE RECORDS granted pursuant to Sections C. and D. hereunder shall be deemed rescinded by the agreement of the parties.

22. RIGHT OF INSPECTION. At any time during the term of this Agreement upon prior written notice to GRUVE KORE RECORDS of at least seven (7) days, Artist or his/her designated representative shall be permitted unrestricted access to the books and records of GRUVE KORE RECORDS which in any way pertain to Artist, for inspection and photocopying by Artist or Artist's designated representative.

Such books and records shall include, but shall not be limited to, any documents or records which evidence the receipt or disbursements of Royalties. GRUVE KORE RECORDS shall maintain such books and records at its principal office.

23. MISCELLANEOUS.

a) BINDING EFFECT. This Agreement shall be binding upon the successors and assigns of the parties.

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 the settlement of commercial disputes, then in effect.The award or decision resulting therefrom shall be subject to immediate enforcement in a _________________(state) court of competent jurisdiction.

c) JURISDICTION/APPLICABLE LAW. GRUVE KORE RECORDS and Artist hereby submit to the jurisdiction of the courts of _________________(state) for the enforcement of this Agreement or any arbitration award or decision arising herefrom. This Agreement shall be enforced or construed according to the laws of the State of ___________.

d) ATTORNEY'S FEES. In the event that a party is forced to obtain an attorney to enforce the terms of this Agreement, the party prevailing in such action of enforcement shall be entitled to the recovery of attorney's fees incurred in such action.

e) COVENANT OF GOOD FAITH AND FAIR DEALING. GRUVE KORE RECORDS and Artist agree to perform their obligations under this Agreement, in all respects, in good faith.

f) INDEPENDENT CONTRACTOR. In the performance of his/her obligations of this Agreement, 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 when hand-delivered, delivered by agent,or placed in the U.S. Mail, postage prepaid, to the parties at the addresses listed herein.

THE PARTIES AGREE to the terms and obligations and so execute on the day and date first above mentioned.

______________________________ _______________________________

ARTIST GRUVE KORE RECORDS REPRESENTITIVE

Main Terms Main Terms

The amount of recordings an artist/band has to deliver (Minimum Commitment is usually 1 album), to the record company during a specified period of time (Term). Avoid long contracts, 10 album deals etc., unless the record company contracts to significantly develop the artists career.

It should be noted that a record company does not guarantee to release the artists recordings at all, release depends on commercial acceptance by the company, get a good lawyer to change this to 'technically acceptable' which marginally lessens the record companies leeway. If accepted the company will agree a 'release commitment' which is a guarantee to release the album.

Options allowing the rights to more recordings from the artist.

For instance, a 5 album deal would actually be a 1 or 2 album deal with options for the record company to renew the contract at the end of each period. These are referred to as the 'Initial Period' followed by the 'First Option Period' etc.

Exploitation, Rights & Territories including cable & satellite transmission.

To ensure the record company has exclusive rights on all recordings an artist agrees not to make recordings and/or videos for anyone else, grants permission for the company to hold the copyrights on all recordings, manufacture, distribute and sell their recordings in specific countries (Territories) for an agreed period which will include 're-recording restrictions' preventing the artist from re-recording tracks previously released. Artists may have performances recorded and guest appearances on other artists records are usually permitted but require consent, a written credit on the album cover and payment to the artists record company. There will also be a clause granting the record company the right NOT to any of the above if it so chooses!

Artist Royalty percentages, basis of calculations and payment periods.

Unknown artists will have less negotiating power than established acts who can command higher royalty percentages and advances. Once the first album is released and a return is shown the next contract period or option renewal should allow the artists solicitor to renegotiate a slightly better percentage, raising with each successful release.

Advances against royalties and installment periods.

Advances are payments made against future royalties. Payments in each contract period are paid in installments from the date of signing and on delivery of the 'Minimum Commitment'. The payment terms are usually negotiable with the artist/band receiving either lump sums or monthly installments.

Recoupable costs payable before the artist receives royalty payments.

Seemingly huge advances are soon whittled down when you realise that from the initial advance your manager will take 20% and the monies paid will have to support you totally, including recording costs, income tax & national insurance deductions, living costs etc., for 1 - 2 years. All advances and recoupable costs including deductions for packaging, production, art work are added together for the period during which the artist is signed and all income/royalties are used to repay these costs. In addition the artists royalties are usually calculated on the 'discount or trade price' not the full 'retail price' of their recordings and in the case of special products i.e., T.V. advertised albums, are only paid at 1/2 or 2/3 of the contractual rate even after all the other deductions!

It is quite common for an artist to earn no money from royalties and end up in debt to the company. Generating other forms of income via Touring or Publishing and Merchandising Deals are a necessity!

Other terms including Publishing, Group Provisions, Music Video Rights, Equipment, Tour Support, Producers, Accounting, Promotional Duties, Termination, Creative and Cost Control are all minefields of legalise written in favour of the record company, with miscellaneous provisions to prevent the artist sueing the company in the event that not enough effort was made to promote, distribute, sell more records and giving the company the right NOT to deliver any of the above if it so chooses!

NEVER verbally agree or sign any form of agreement without seeking advice from a qualified solicitor specialising in the music industry.