» Recording Contract

[tom]

I've got one here that they want me to sign, but it's all written in gobbledegook.

Anyone know much about these? or legal documents in general?

[Joe]

fair play mate, proper job! i dont know bugger all about them tho

[tom]

cheers mate


It's a real bastard to understand, all written in legal speak.

[Joe]

yeh i bet. im rubbish at that kinda thing.

[Ray_Von]

Nice work buddy that is awesome news and well deserved from what i have heard of your stuff.

Can't help you with legal jargon though.

[Mong]

Congrats, richly deserved. I can take a look if you like.

[tom]

cheers guys



DANGER: LOTS OF TEXT IN THE NEXT FEW POSTS!

[tom]

THIS AGREEMENT IS MADE ON THE......DAY OF .... , 20....,
BETWEEN: (Hereafter known as 'The Artiste')
AND: (Hereafter known as 'The Company')
Regarding: NOW IT IS HEREBY AGREED as follows.
1. RECORDING COMMITMENT
1.1 The artiste HEREBY UNDERTAKES, during the term, to perform and record and deliver to the company, fully edited and mixed masters sufficient to constitute the Minimum Recording Commitment. The Artiste shall record such compositions the choice of which shall be subject to the agreement of the company.
1.2 Recording of so-called ‘live performances' of the Artiste shall not apply in the reduction of the Minimum Recording Commitment unless otherwise mutually agreed by the Artiste and the Company.
1.3 Delivery by the Artiste of the Minimum Recording Commitment in respect of any Contract Period (as applicable) shall be not later than 120 days following commencement of the recording thereof.
2. GRANT OF RIGHTS
The Artiste as Beneficial Owner HEREBY GRANTS, TRANSFERS AND ASSIGNS to the Company by way of present and future assignments:-
2.1 The sole and exclusive right throughout the Territory in respect of the Masters to manufacture records therefrom and to sell, release, license, advertise, and otherwise deal or dispose of the same or refrain therefrom, and the right to authorise others to do any of the foregoing as the Company shall in its reasonable commercial judgement, deem appropriate, which right includes without limitation the right:-
(a) To use and allow others to use the name (including without limitation the present professional name of the Artiste or any future professional name) approved likenesses and approved biographical material of and concerning the Artiste in connection with the promotion and publicity of the Records, the Artiste, and the Company.
(b) To perform publicly or to permit the public performance of the Masters and records and the Artiste's performances embodied therein throughout the Territory.
2.2 The entire copyright and all other right title and interests in and to the Masters and the Records shall vest solely in the Company for the entire period of copyright and all extensions and renewals thereof and thereafter (insofar as is possible).

3.TERM
3.1 The expression 'the Term' shall mean a period commencing on the date of signature hereof and continuing for six (6) months ('the Initial Contract Period') and for the additional Contract Period(s) (if any) by which such term may be extended consequent upon the Company's exercise of the options granted to the Company under the provisions of clause 3.2 below which options should be exercisable at the Company's discretion by notice in writing to the Artiste served at any time during and prior to the expiration of the Initial Contract Period or the then current Contract Period or consequent upon any provisions herein contained for the suspension or extension thereof.
3.2 The Artiste hereby irrevocably grant to the company a first, second and third and fourth and fifth options to extend the Term of this Agreement for a first, second and third and fourth and fifth Contract Period (as applicable) hereinafter called 'the First Contract Period', 'the Second Contract Period', and 'the Third Contract Period', and 'the Fourth Contract Period' respectively.
4. PRODUCT
4.1 The Artiste undertakes to record Masters for the Company in respect of the Initial Contract Period - sufficient Masters to constitute 1 Single.

5. RESTRICTIONS
5.1 The Artiste undertakes and agrees with the Company that the Artiste will not:-
5.1.1 During the Term render any Services with or without others to any person or firm or company other than the Company whereby the product of such services may be recorded in any form for the purpose of manufacturing and release of records in any part of the Territory subject to clause 5.2 below.
5.2 During the Term of this Agreement (and any extension thereof) the Artiste will not for any reason whatsoever give or sell the Artiste's Services under the Artiste's own or professional name or anonymously to any other person, firm, or corporation, other than the Company, without first obtaining the Company's prior written consent thereto (such consent not to be unreasonably withheld) but nothing herein contained shall preclude the Artiste from giving or selling the Artiste's non-musical services for motion picture films, theatre or broadcasting (whether or not accompanied by television) provided such services are not reproduced as records (save as otherwise permitted hereunder) and do not derogate from the Artiste's obligations hereunder and the Artiste undertakes to have this proviso included in any contract for such services performed during the Term or the period referred to in clause 5.1.2 hereof (if applicable).
5.3 The Artiste agrees that the Artiste's services are unique and extraordinary and the loss thereof cannot be adequately compensated in damages and the Company shall be entitled to seek equitable relief to enforce the provisions of this Agreement.
5.4 The Artiste hereby acknowledges and agrees that the Company shall not be liable in any way in consequences of its failure to use the Artiste's Services notwithstanding having advertised use of the same.
5.5 Not more than two (2) members of Artiste may perform as side-man on any particular recording.

[tom]

6. WARRANTIES AND REPRESENTATION
The Artistes warrants, represents, and agrees as follows:-
6.1 The Artiste is the absolute beneficial owner of all the rights purported to be granted, transferred, and assigned hereunder, and the Artiste has not done any act or omitted to do any act in derogation of such grant transfer and assignment, and that the Artiste has the right power and authority to enter into this Agreement and to grant the Company all rights and title granted hereunder by Artiste or Company.
6.2 The Artiste hereby grants such consents which are required pursuant to the provisions of the Copyright Designs and Patents Act 1988 (and any statutory modification or re-enactment thereof).
6.3 The Artiste is or will forthwith following execution of this Agreement become and will remain to the extent necessary to enable the performance of this Agreement a member in good standing of all labour unions or guild membership in which may be lawfully required for the performance of the Artiste's Services hereunder (including without limitation the Musicians Union).
6.4 The Company shall not be required to make any payments of any nature for or in connection with the acquisition, exercise, or exploitation of rights by the Company pursuant to this Agreement except as specifically provided in this Agreement.
6.5 The Records shall not contain any defamatory or obscene material unless stated.
6.6 The Artiste shall at the request of the Company do all acts and execute all documents to confirm the grant transfer and assignments of rights hereunder.
7. INDEMNITY
7.1 The Artiste fully and effectively indemnifies and holds the Company harmless against any liabilities, costs and expenses (including legal fees) arising out of the representatives and warrants on the part of the Artiste made hereunder.
8. ROYALTIES
8.1 The Company shall pay to the Artiste a sum equal to fifty percent (50%) of the 'net profits' (as hereinafter defined) received by the Company in respect of the sale or other exploitation by the Company or its licensees of Records embodying the Masters hereunder and in respect of any other exploitation by the Company or its licensees of the Masters. The Artiste's share of the net profits is sometimes herein referred to as 'Profit Payments'.
Where the artist(s) has produced a Remix or Re-Edit rather than an original work, the company shall pay to the Artiste a sum equal to 30% of the ‘net profits’.
8.2 As used herein the term 'gross income' shall mean any and all gross receipts actually received by the Company in respect of the sale of phonograph records embodying the Masters. The Artiste acknowledges and agree that in determining actual receipts payable to the Company hereunder the Company shall be entitled to deduct all discounts, rebates, returns, credits, and similar allowances afforded its third party customers.
8.3 'Net Profits' shall mean all gross Income received by the Company in respect of the Masters less all Direct Costs. In computing Net Profits hereunder the Company may retain as a reserve against charges, credits, or returns, such portion of the Gross Income as shall be reasonable in the Company's opinion.
8.4 'Direct Costs' shall mean all costs and expenses actually paid or incurred by the Company in respect of the Masters, including without limitation;
(a) All costs of manufacturing and exploiting Records hereunder including without limitation the direct costs of pressing disc phonograph records, including the costs of making the metal masters, mothers and stampers, and test pressings, the costs of mastering including CD and DAT mastering, the cost of duplicating prerecorded tapes, the costs of formulations and preparation of artwork, including the costs of the colour separation in connection therewith the costs of fabricating jackets, covers, and other packaging materials, including the costs of printing the album jackets, tape inserts, and all other costs of manufacturing records and the packaging therefore.
(b) Costs of storage incurred by the Company in respect of Records hereunder.
(c) All fees, charges, commissions, or other costs incurred by the distributor of the Records hereunder which are payable to the Company or charged against sums payable to the Company by such distributor.
(d) All advertising costs incurred by the Company.
(e) All costs incurred by the Company related to the distribution, merchandising, exploitation, or promotion of the Records hereunder, including without limitation the direct costs of materials relating to or utilized in connection with the preparation of advertising or merchandising, campaigns, displays, etc.

(f) Costs of any additional personnel engaged by the Company for the purpose of advertising or promotion of the Records and Masters hereunder provided if any such personnel shall render services in connection with Records hereunder, and other phonograph records for other artistes and shall not invoice the Company separately for each of such services, the payments to such personnel shall be pro-rated based on the proportion for which services are rendered in connection with Records hereunder as calculated by the Company in good faith.
(g) Legal costs paid or incurred by the Company in connection with entering into any agreements with any third parties in respect of Records embodying the Masters hereunder (but specifically excluding this Agreement).
(h) Any and all taxes which may be imposed by any taxing jurisdiction as a result of the production of the Masters hereunder or in connection with the distribution and sale thereof.
(i) All recording costs including costs expended in producing audio visual materials paid or incurred by the Company in connection with the recording of the Masters hereunder.
(j) All royalties payable to any individual producer and/or any session musicians.
(k) All mechanical royalties payable to the Company in respect of the Records other than mechanical royalties payable with respect to Controlled Compositions. Mechanical royalties payable in respect of Controlled Compositions shall be deducted from and payable solely from the Artiste's share of the Profit Payments.
Where practical budgets will be prepared by the Company and agreed between the Artiste and the Company prior to the actual expenditure being incurred.
8.5 The Company shall be entitled to recoup from Profit Payments any and all loans and advances paid by the Company to the Artiste (including without limitation any tour support advanced).
8.6 Should the recordings of the Artiste hereunder be coupled on a record with recordings not subject to this Agreement in full consultation with the Artiste then the Artiste's share of Profit Payment shall be that proportion of the rate otherwise applicable that the number of tracks derived from the Master and embodied in any compilation record bears to the total number of tracks comprising any such compilation record.

[tom]

9. ROYALTY ACCOUNTING
9.1 Accounts between the Company and the Artiste shall be taken at June 30th and December 31st in each year or such alternative semi-annual dates as the Company shall reasonably deem necessary and notify the Artiste in writing ('the Account Dates') and the Company shall (subject to any fiscal regulatory consents) pay any sums due to the Artiste within ninety (90) days of the Account Dates, such payment to be accompanied by a statement setting forth in reasonable the computation of the amount thereof. All statement shall be binding on the Artiste and not subject to objection unless specific objection in writing stating the basis thereof is given to the Company within 30 days from the date of the statement in question is rendered. The Company shall be entitled to deduct and recoup from all Profit Payments (if any) payable to the Artiste hereunder all monies due to the Company under this Agreement including without limitation any advances paid to the Artiste, any sums required to be paid to third parties (including without limitation independent producers) that Company may be required or obligated to with respect to the manufacture, sale, or other exploitation of the Masters hereunder and any sums which the Company may be required by any governmental regulations to deduct there from. The Company shall be entitled to establish a reasonable reserve for record returns and credits.

9.2 Profit Payments for records sold for distribution outside the United Kingdom ('foreign sales') shall be computed in the national currency in which the Company is paid by its licensees and shall be paid to the Artiste at the same rate of exchange at which the Company is paid. If the Company is unable for reasons beyond its control to receive payment for such sales in English currency in the United Kingdom royalties therefore or the Artiste's share of the advance shall not be paid to or credited to the Artiste's account during the continuance of such inability and if the accounting subsequent to thereto refers the actual payment of Profit Payments to the Artiste the Company shall notify the Artiste if such inability and shall if able to do so deposit such Profit Payments to the Artiste's credit in such foreign currency in a foreign depository at the Company's sole cost and expense any deposit of such monies as aforesaid shall be in full discharge of the Company's obligation with regard thereto.

10. RECORDING COSTS
10.1 The Company shall be solely responsible for and agrees to pay and be responsible for all of the recording costs incurred in the making of the Masters constituting the Minimum Recording Commitment which costs shall be deemed to be included in 'Direct Costs' (defined above). In the event that the Company shall agree to pay any recording costs in excess of the budget mutually agreed by the Artiste and the Company or in any way becomes liable for any part thereof then the Company shall be entitled to deduct the full amount of such excesses from any monies payable to the Artiste hereunder including without limitation from Profit Payments or from advances.
10.2 If the Company shall be required to make a payment to a producer of the Masters by way of an advance or royalty any such payment shall be deducted from advances and/or Profit Payments payable to the Artiste hereunder. If any Master is recorded in circumstances which render that company liable to make a per record royalty payment tot any third party (including without limitation the AF of M or AFTRA) then any such payment shall be deducted from payments due to the Artiste hereunder.

11. MERCHANDISING
11.1 The Artiste acknowledges and confirms that the Company shall possess so all so called 'merchandising rights' in respect of the Artiste on the same terms as the recording rights noted above.

12. PRESS PROMOTION AND ARTWORK
12.1 The Artiste shall from time to time at the Company's request whenever the time shall not unreasonably interfere with the Artiste's other professional engagements attend at such times and places as the Company may reasonably require:-
(a) For photographic sessions and artwork.
(b) For press interviews.
(c) To make personal radio and television appearances.
(d) To make any other similar publicity appearance.
12.2 The design of the artwork for the packaging/container of each record to be released hereunder shall be decided upon by the Company based upon ideas therefor initially proposed by either party to the other and the Company shall obtain the Artiste's prior consent before exploiting any such artwork (such consent not to be unreasonably withheld). The Company shall be responsible for the actual preparation/manufacture of the subject packaging/container in accordance with the designs.
12.3 Notwithstanding anything to the contrary herein the Company hereby reserves the right to insert in packaging of Records hereunder material selected by the Company such material not to be of an obscene or defamatory nature but primarily intended to promote environmental and social causes.

13. TERMINATION
13.1 Without prejudice to the Company's other rights and remedies hereunder the Company shall be entitled to terminate the Term of this Agreement by notice in writing to the Artiste if the Artiste shall be in material breach of any of its obligations hereunder and fails to remedy such breach (if capable of remedy) within thirty (30) days after the Company's request to do so if such breach is incapable of remedy.
13.2 Without prejudice to the Artiste's other rights and remedies hereunder the Artiste shall be entitled to terminate the Term of this Agreement by notice in writing to the Company if the Company shall be in material breach of any of its obligations hereunder and fails to remedy such breach (if capable of remedy) within thirty (30) days after the Artiste's request to do so or if such breach is incapable of remedy.