THIS CONTRACT (the "Agreement") dated this ________ day of ________________, ________ BETWEEN: [ATLANTIC RECORDING CORPORTION] with the address [ 1290 AVENUE OF THE AMERICAS, FL CONC4, NEW YORK, NY ]
(the "Company") (hereinafter referred to as "Distributor") OF THE FIRST PART- AND -
_________________________ of _________________________ (the "Artist") OF THE SECOND PART
BACKGROUND:
A. The Artist is a professional entertainer and recording artist known as "_________________________"
B. The Company is in the business of producing Master Recordings, or causing such Master Recordings to be produced, as well as manufacturing, distributing, and selling records directly or through third parties.
C. The Artist wishes the Company to produce Master Recordings of the Artist's performances and market these Master Recordings.
D. The Company wishes to distribute the master recordings subject to the following terms
and conditions.
IN CONSIDERATION OF and as a condition of the Company producing and distributing certain recordings for the Artist and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Term
1 a. This Agreement shall last for [3] year(s), continuing automatically thereafter until Artist serves written notice to the Distributor terminating the Term of the
Agreement giving no less than three (3) months' written notice.
b. Distributor has the right to cancel the Agreement at any time at its sole discretion by giving
Artist a thirty (30) day written notice.
c. If Artist chooses to terminate this Agreement during the Term, Distributor shall have the right
to remain active and to keep commercializing the Recordings and to retain any and all income
due to Distributor until the end of period of six (6) months following a written notice of
termination by Artist.
d. At conclusion of the Term, by expire or cancellation, Distributor shall authorize no additional
Licensees to exploit the Recordings and shall promptly notify all Licensees to cease
exploitation of the Recordings.
Production
2. The Company agrees to distribute Master Recordings consisting of songs written and performed by the Artist (the "Songs") and produced by either the Artist or a producer connected to the Artist. The resulting recording (the "Recording") will include music of not less than none minutes in playing duration and will consist of not less than none tracks, and will be of a quality which is at least equal to an industry standard normally produced for commercial distribution.
3. Each Recording made will be subject to the Company's approval as commercially and technically satisfactory for the manufacture and sale of records according to reasonable and accepted industry standards. The Artist agrees to re-record a recording where necessary until the Recording meets an acceptable standard of quality, at the sole discretion of the Company. The Artist will not have completed its obligations under this Agreement until the Company has acknowledged in writing that a Recording has met this standard. In the event that any Recording delivered by the Artist is deemed unsatisfactory by the Company, the Company will give notice of rejection to the Artist within none days of the receipt of such Recording and the Artist will have none days to deliver a replacement Recording.
4. The company will not control the creative process of the recording, the Artist will solely be given the full authority to handle that, but the company still need to confirm that the recording meets some industry standards before distributing.
Exclusivity
5. For the Term of this Agreement, the Artist will provide services as a recording artist exclusively for the Company within the Territory and the Artist will not provide services as a recording artist for any other entity whatsoever. In the capacity of a recording artist, the Artist will perform services at reasonable times and places designated by the Company and such services will include, but not be limited to, rehearsing, recording and editing with the purpose of making a commercially viable Recording.
Dates and Locations of Recording Sessions
6. For the purposes of this Agreement, the Artist will provide its services as a recording artist and will make themselves available at _________________________ commencing on _________________________ and ending on _________________________.
Territory
6. The recordings will be distributed massively all over the world in percentages, majorly we will be focusing on United States, United Kingdom, Canada and Australia then the rest of the world.
Compulsory Promotional Exercise
7. The promotional exercise is organized by the label, songs, videos, YouTube links, and live performance videos are submitted to popular and massively followed online media outlets like
[ Xxlmag, Worldstarhiphop, VladTV, and HipHopDX ] for promotion.
Please note that the Zoom video conferencing will be initiated only after the promotional exercise has been accomplished. Then, a scheduled Zoom link will be provided afterwards.
Costs
i. Atlantic recordings will pay all recording costs that are reasonable and generally accepted in the industry, including, but not limited to, the cost of producer, arranger, studio time, background musicians, background vocalists, A&R man, as well as reasonable costs related to Album cover art, production, and promotion. All such costs will be given to the artist in the form of an advance ( $800,000 ) at the right time, while the initial signing is worth $2,800,000.
ii. The advance will be available once the artist is certified as a member of the label, that is, after the promotional exercise has been completed and the artist accepts the clauses of the contract provided, as explained in the Zoom, as meeting.
Distributor Obligations
a. Distributor shall: i. Solicit and service the Licensees; ii. secure the encoding of each Recording in format(s) required by the Licensees; iii. Process the delivery of the Recordings to the Licensees, and
iv. Collect amounts due from the Licensees.
b. Distributor does not guarantee placement of the Recordings with any retailer, market or Licensee and Distributor reserves the right to reject distribution of any Recording at its discretion.
Selection Control
Selections to be included in the Recording under this Agreement will be chosen in the joint discretion of the Artist and the Company. The Artist may submit material at all times.
Completion and Release
The Recording will be completed and prepared for release and distribution on or before _______________________________.
Interference
A party to this Agreement will be free of liability where the party is prevented from executing their obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the party has communicated the circumstance of the said event to any and all other parties and taken any and all appropriate action to mitigate the said event. If the Artist refuses to rehearse and record when reasonably requested by the Company, the Company may suspend its obligations under this Agreement. The length of time this Agreement is under such suspension will be added to the then current Contract Period .
Title
The title of the Album consisting of the Recording will be chosen in the joint discretion of the Artist and the Company.
Zoom Video conference
a. There is a provision for visual communication between the distributor and the artist, solely audio based communication isn't allowed, it has to be a visual communication via zoom, so that the artist can confirm the authenticity of the distributor.
Note these:
i. The communications team of the label will be present during the zoom session, also the legal team will be present to explain the clauses of the contract presented to the artist.
ii. The Artist is advised to tag along an entertainment lawyer or a manager to the zoom meeting, if the artist does not have any of the aforementioned personnel, the distributor will provide one.
iii. The promotional exercise needs to be completed first, before the artist can receive a zoom link with a date attached to it.
Equitable Relief
The recording services of the Artist are of a special and unique nature the loss of which cannot be reasonably or adequately compensated for in damages and such breach may cause the Company irreparable injury and damage. In addition to any other rights and relief offered under this Agreement, the Company will be entitled to injunctive and other equitable relief to prevent any breach of this Agreement by the Artist.
Assignment of Exclusive Rights by the Artist
Upon the Company performing all of its obligations under this Agreement as required, the Artist will assign to the Company all of its rights, title, and interest in and to the following property, for distribution and commercial exploitation in the Territory:
a. the Songs;
b. the Artist's performance of the Songs contained in the Recording; and
c. the title of the Recording.
The Artist waives as against the Company the benefits of any and all moral rights and agrees not to assert any moral rights against the Company relating to the Recording delivered under this Agreement. Under this section, the Artist retains the right to be identified as author of compositions embodied upon the Recording.
License of Name and Image
The Artist grants to the Company and to parties authorized by the Company the following perpetual rights:
a. the right to use and publish the Artist's name, likeness, and biographical material for advertising purposes in connection with the Recording made under this Agreement;
b. the right to manufacture, distribute, license or otherwise use within the Territory the Recording made under this Agreement including the right to combine and sell with recordings of performances of other artists; and
c. the right to perform the Recordings publicly.
Copyright
The Company and parties authorized by the Company will have the right to secure copyright in the Company's name as owner and author on any and all Master Recordings made under this Agreement and to renew such copyright in the Company's name in perpetuity.
Distribution
The Company will have the exclusive rights to and control over distribution, promotion and use of the Recording and the Artist throughout the Territory. The Company will have exclusive control over all matters regarding the media and press releases.
Warrants and Representations of the Artist
The Artist warrants and represents that:
a. the Artist is under no obligation or prohibition that would prevent entering this Agreement;
b. the Artist is not affected or hindered in any way by any disability that would prevent full performance of this Agreement;
c. use of the songs, music, lyrics, or compositions used in the Recording will not violate any law or infringe on the copyright or rights of any other person not a party to this Agreement;
d. no person other than the Company has any right to use any songs, music, lyrics, or compositions used in the Recording; and
e. the Artist will not enter into any other agreement of any kind that would interfere with the Artist's ability to perform its obligations under this Agreement.
Use of Stage Name
The Artist warrants and represents that:
a. the Artist is and will be the sole owner of the name "_________________________" (the "Stage Name") as well as any other future name of the Artist;
b. the Artist has and will have and retain the right to grant use of the Stage Name for the duration of this Agreement;
c. the Artist will not use any other professional or performing name for the duration of this Agreement; and
d. the Artist will not grant or allow to be granted use of the Stage Name to any other entity other than the Company during the Term of this Agreement.
Royalties
The Company will endeavor to enter into a distribution agreement with a record distribution company in order to commercially exploit the Recording made under this Agreement. The Company will collect royalties and licensing fees (collectively the "Royalties") with respect to the distribution of the Recording. The Royalties will be used to satisfy all costs incurred by the Company to record, produce, market and distribute the Recording. Under no circumstance will the Artist be liable where the Royalties are insufficient to satisfy such costs. Any Royalties remaining will be allocated and distributed between the Company and the Artist, in the following proportion:
a. zero percent (__________%) to the Company; and
b. zero percent (__________%) to the Artist.
Royalty Accounting
The Company will have the right to collect all gross income under this Agreement and will provide timely, detailed semi-annual reports to the Artist showing all revenue received and all expenses incurred. The Company will provide any payment due to the Artist with such reports. The Artist will have two years from the time of receipt to provide notice of objection to any issue relating to any report.
Audit
On written notice to the Company of at least five business days, the Artist may request unrestricted access to the books and records of the Company for review or photocopying regarding any accounting or financial issue or issues relating to this Agreement. Such books and records will include, but not be limited to, detailed listings of all expenses and revenues relating to this Agreement. The Company will maintain such books and records in a readily available form and according to generally accepted accounting practices. If the Company fails to provide reasonable cooperation under this section, the Company will be deemed to be in breach of this Agreement.
Controlled Composition
The Artist grants to the Company an irrevocable non-exclusive license, under copyright, to reproduce each Controlled Composition on Records and to distribute the Recording in the United States of America and Canada.
Mechanical royalties will be payable for each Controlled Composition on Net Sales of Records and at the following rates:
a. For the United States, at a royalty per selection (the "U.S. Per Selection Rate") equal to zero percent (__________%) of the minimum statutory per selection rate, and without regard to playing time, effective on the date such recording is delivered by the Artist and received as satisfactory by the Company.
b. For Canada, at a royalty per selection (the "Canadian Per Selection Rate") equal to zero percent (__________%) of the statutory per selection rate, and without regard to playing time, effective on the date such recording is delivered by the Artist and received as satisfactory by the Company, or, if there is no statutory rate in Canada on such date, zero percent (__________%) of the prevailing rate, and without regard to playing time, agreed upon by the Canadian recording industry and the Canadian music publishing industry or its mechanical collection representative in effect on the date such Recording is delivered according to this Agreement.
c. Where a particular Recording appears more than once on a record the Company will pay mechanical royalties as if the Recording appeared only once.
d. The Company will establish a separate account with respect to mechanical royalties and such account will not be cross-collateralized with production and recording expenses relating to this Agreement.
Non-Circumvention
The Artist will not detrimentally interfere with the Company's distribution of the Recording or enter into a contract that is inconsistent with the Company's right to distribute the Recording.
Non-Performance by the Company
In the event that any Recording is not released to a major market within none days, the Artist will have the right to serve written notice upon the Company requiring the Company to release the Recording within sixty days of receipt of such notice. In the event that the Recording is not released within the sixty day period, the Artist will have the immediate right to terminate this Agreement by notice in writing and the Artist will have no further obligations under this Agreement.
Option to Purchase Back Rights
If this Agreement is terminated for reasons of non-performance by the Company, the Artist may purchase the Recording (the "Buyback Option") for the total sum of:
a. $0.00 USD; plus
b. any un-recovered costs reasonably incurred by the Company under this Agreement.
On exercise of the Buyback Option:
a. the Company will act in a reasonable and timely fashion to resolve any outstanding issues and to facilitate the execution of the Buyback Option;
b. this Agreement will terminate with no further obligations for any party to this Agreement; and
c. the Artist will no longer be bound by any exclusivity restrictions and will be free to record, produce, market and distribute the Recording or any portion of the Recording.
Assignment
Prior to completion of the Recording, the rights and obligations of the Company existing under this Agreement are personal and unique, and may only be assigned with the prior written consent of the Artist. Subsequent to the completion of the Recording, the Company may assign its rights and obligations existing under this Agreement without the consent of the Artist.
The rights and obligations of the Artist existing under this Agreement are personal and unique, and can not be assigned without prior written consent of the Company.
Performance Causing the Company Liability
The Company may withhold its permission for the Artist to perform publicly or to permit the performance of its Recording through any media outlet that is not in the public's best interest or the Company's best interest or does not meet the standards of public decency in the business region in which the Company operates. If the Artist participates in any public venture that might cause the Company liability, the Company has the right to immediately terminate this Agreement for breach of this provision.
Life Insurance
The Artist will assist the Company in obtaining life insurance on the Artist, including submitting to a physical examination, where the Company wishes to obtain such life insurance.
Independent Contractors
This Agreement does not and will not be construed to create a partnership or joint venture between the parties of the Agreement. It is specifically understood and agreed that the Artist is an independent contractor.
Binding Effect
The obligations, rights and benefits of this Agreement will be binding upon the Artist's successors, permitted assigns, executors, administrators, beneficiaries, and representatives, and the Company's successors and permitted assigns.
Warranties and Indemnities
You hereby represent and warrant:
i. That you will at all times during the Term have all rights in respect of your Records and Videos as are necessary to enable you to enter into this Agreement and to grant us the rights herein granted.
ii. That you will be responsible for all payments to all third parties including without limitation artist's royalties and copyright royalties.
iii. That you have not nor will not enter into any agreement with any third party which in any way conflicts with or is incompatible with the terms and conditions of this Agreement (save in respect of the licensing of Records and Videos for inclusion in third party compilations, which right for the avoidance of doubt you hereby retain).
Returns
i. Faulty or damaged Records and Videos shall be returned to us and credited in accordance with our Standard Terms and Conditions of Sale.
ii. No sale or return (“SOF2") scheme shall be applied to your Ftecords or Videos without your prior consent in writing.
iii. We shall not accept returns (if not privileged returns, sent in error, faulty or damaged), unless we have first obtained your agreement in writing.
iv. The value of all approved and permitted returns shall be deducted from any accounting rendered by us to you.
v. We shall be entitled to make a reserve against r,ums of fifteen percent (15%) of gross income PROVIDED THAT such reserve shall be liquidated in the accounting period for the month ending no later than 3 months after the month in respect of which it was initially made.
vi. We will make the following charges in respect of processing returned stock:
a. Albums - 32p per unit
b. Singles - 20p per unit
Invoices
We will prepare and deliver invoices to Customers for Records and Videos and use all reasonable endeavors to collect amounts due. We shall in consultation with you have the so. right to s, and/or vary all or any Credit Limits (as defined herein) in respect of any customer. In the event that we (in our so. but reasonable discretion) anticipate that a customer is likely to default in the payment of monies due to us then we may demand the return of any and/or all stocks held by such customer and any such stock shall be debited to your account at the price at which is was credited. "Credit Limit" shall mean the maximum sum of credit set by us in respect of any customer above which that customer is not permitted to continue and we shall not accept the placing of orders.
Stock
You will be responsible for supplying to us stocks of Records and Videos in their packaging. You will be responsible for monitoring stock levels and shall ensure that we at all times have adequate supplies to fulfil demand. We shall promptly provide you with all the information requested by you in respect of current stocks and assist you in ascertaining appropriate stock levels.
Mediation and Arbitration
In the event a dispute arises out of or in connection with this Agreement, the parties will attempt to resolve the dispute through friendly consultation.
If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of New York. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of New York.
Governing Law
The Company and the Artist submit to the jurisdiction of the courts of the State of New York for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the the State of New York.
Covenant of Good Faith and Fair Dealing
The Company and the Artist agree to perform their obligations under this Agreement, in all respects, in good faith.
Notices
Any notices or delivery required by this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven days after being placed in the post, postage prepaid, to the parties at the addresses listed below or as the parties may later designate in writing.
Company
A. Company Name: _________________________
Company Address: _________________________
Company Phone: _______________________
Artist
B. Artist Name: _________________________
Artist Address: _________________________
Artist Phone: _______________________
General Provisions
Time is of the essence in this Agreement.
This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
The Artist and the Company acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be invalid or too broad to be enforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable.
Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
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 will be entitled to the recovery of attorney's fees incurred in such action.
This contract may be modified or changed only by an instrument in writing executed by both the Company and the Artist.
This Agreement is the entire agreement between the parties and all negotiations and understandings have been included in this Agreement. Statements or representations which may have been made to the Company by the Artist or to the Artist by the Company, in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are hereby declared to be of no value. Only the written terms of this Agreement will bind the parties.
All definitions set forth in Exhibit "A" will apply to this Agreement and are incorporated by reference into this Agreement.
Independent Legal Counsel
The Artist acknowledges that the Company has given it the right and opportunity to have this Agreement, and the attachments to it, reviewed by an attorney of its choice having competence in the music and entertainment industries, and it has done so. The Artist further acknowledges that said attorney has reviewed with it the terms and conditions of this Agreement and its attachments, and that the Artist still wishes to execute this Agreement.
IN WITNESS WHEREOF the parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.
____________________________
Witness
_________________________
per: ____________________(seal)
_____________________________
Witness
_____________________________
________________________
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