EXCLUSIVE RECORDING AGREEMENT

AGREEMENT entered into as of the __ day of ________, by and between XXXX, a wholly
owned division of YYYY, whose address is ____________________ (hereinafter Company or us)
and ZZZZ, professionally known as ZZZZ, whose address is ____________________ (hereinafter
Artist or you).
IT IS HEREBY AGREED AS FOLLOWS:
1.
Exclusivity:
Company hereby engages your exclusive personal services as a recording artist
(and all other rights derived therefrom contained in this agreement, including without limitation,
merchandising, and music publishing) in any and all media, now known or hereafter devised, and you
hereby accept such engagement and agree to exclusively render such services for Company in the
Territory during the Term and all extensions and renewals thereof.
2.

Territory:

The Universe.

3.
Term: The term of this Agreement (the Term) shall commence as of the date hereof and shall
continue for an initial period (the First Contract Period) ending on the date which is the last day of the
twelfth (12th) full month following the U.S. Release Date of the Album comprising the Recording
Commitment First Contract Period. You hereby irrevocably grant to Company four (4) separate,
consecutive options to extend the Term for further periods (Option Period(s)), upon the same terms and
conditions applicable to the First Contract Period except as is otherwise expressly provided in this
Agreement. Each Option Period for which Company has exercised its option shall commence upon the
expiration of the immediately preceding Contract Period and shall continue until the date which is the last
day of the twelfth (12th) full month following the U.S. Release Date of the Album comprising the
Recording Commitment for the applicable Option Period. Each individual option shall be exercised, if at
all, by notice to you at any time prior to the date the then-current Contract Period would otherwise expire.
Notwithstanding anything to the contrary contained herein, if, as of the date the then-current Contract
Period would otherwise have expired, Company has neither exercised its option to extend the Term for a
further Contract Period nor notified you that Company does not wish to exercise such option, then: (a)
you shall immediately notify Company in writing that its option has not yet been exercised (an Option
Warning); (b) Company shall be entitled to exercise its option at any time before receiving the Option
Warning through and inclusive of that day which is thirty (30) business days following Companys
receipt of the Option Warning; and (c) the then-current Contract Period shall be deemed to have
continued until Company exercises its next applicable option or until the end of such thirty (30) business
day period (whichever shall occur first). As used herein, the term Contract Period shall mean the First
Contract Period or any exercised Option Period of the Term, as any of such periods may be suspended or
extended as provided herein.
4.
Recording Commitment: During each Contract Period, you shall record and Deliver to Company
a sufficient number of Masters which are technically and commercially acceptable to Company to
constitute one (1) Album, which will include a minimum delivery of Master Recordings of fifteen (15)
different Compositions (the Recording Commitment for the applicable Contract Period) (each such
Album or group of Master Recordings shall be referred to herein as a Committed Album). Company will
have sole ownership of all Master Recordings (including but not limited to digital and mobile
products) created and Delivered during the Term.

DRAFT FOR DISCUSSION PURPOSES ONLY

Page 1 of 18

5.

Recording Procedure:

(a)
Prior to the commencement of the Master Recordings to comprise any Recording
Commitment hereunder, Artist and Company shall mutually agree upon a recording budget (which shall
be part of the Approved Budget) and Artist and Company shall mutually approve the selection of
individual producer(s), selection of material, including the Compositions to be recorded and the dates of
recording and mixing and studios where recording and mixing are to take place, provided, however, that in
the event of a dispute for any of the forgoing mutual decisions, Companys decision shall be final after
meaningful consultation with Artist. Upon completion of items set forth in the previous sentence you
shall commence such session(s). Nothing in this Agreement shall obligate Company to continue or
permit the continuation of any recording session(s), even if previously approved hereunder, if Company
reasonably anticipates that the Recording Costs for the applicable Master Recordings will exceed the
Approved Budget therefor, or if Company believes that the Masters constituting the applicable Recording
Commitment will not be satisfactory to Company.
(b)
Each Committed Album shall consist of newly-recorded studio Master Recordings
embodying Artists performances of Compositions previously unrecorded by Artist made specifically for
the applicable Album. Any Masters recorded prior to the term hereof in fulfillment of the applicable
Recording Commitment pursuant to any prior agreement between the parties shall be deemed Delivered
during the First Contract Period. Multiple Record Sets shall not be submitted for Delivery hereunder
without Company's prior written consent. Each Master Recording shall be reasonably consistent in artistic
concept and style as other Master Recordings previously Delivered to Company hereunder unless
Company otherwise agrees in writing. No Master Recording made hereunder fixing that performance
shall apply in reduction of a Recording Commitment if it is a recording of a Composition previously
recorded or if it embodies a Composition which you are legally prohibited from recording.
(c)
Artist shall be solely responsible for the engagement of individual producer(s) on terms
which Company shall have the right and opportunity to approve in writing prior to any such engagement.
Upon Artists written request, Company agrees to pay such producer directly, or reimburse Artist in the
event Artist elects to pay such producer directly, for any monies which are payable to such producer and
included in the Approved Budget. Artist shall be solely responsible for the payment of any monies
becoming payable to such producer which exceed the Approved Budget (unless otherwise approved for
inclusion in the Approved Budget by Company).
(d)
You shall render services as a recording artist for the Master Recordings comprising the
Recording Commitment in each Contract Period, and shall complete such services in a manner
satisfactory to Company and shall Deliver within four (4) months following the date on which that
Contract Period commences.
(e)
At Company's request, you shall promptly record and perform for a reasonable number of
post-Delivery dub mixes, single edits, and other variations of any Master Recording(s). Such additional
versions shall not be applied in reduction of the Recording Commitment for any Contract Period. You
shall not be entitled to additional compensation for such efforts.
6.

Advances.

(a)
Company shall pay you an Advance recoupable from your share of Net Profits under this
Agreement the sum of ________ ($________) (the Initial Advance). The Initial Advance shall be paid to
you as follows: ________ ($________) promptly following the full execution of this Agreement and
________ ($________) promptly following Delivery of the Master Recordings comprising your
Recording Commitment for the First Contract Period of the Term.
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 2 of 18

(b)
(i)
In the event Company exercises its options to extend the Term beyond the First
Contract Period, Company shall pay to you additional Advances recoupable from your share of Net
Profits under this Agreement in amounts which are (1) the equivalent of __ (__%) percent of the Net
Profits actually paid to you only in respect of Net Sales through Normal Retail Channels in the United
States of copies of the Album comprising the Recording Commitment for the immediately preceding
Contract Period hereof or (2) __ (__%) percent of the average Net Profits actually paid to you in respect
of Net Sales through Normal Retail Channels in the United States of copies of the Albums comprising the
Recording Commitments for the immediately preceding two (2) Contract Periods hereof, whichever is
less, subject to the applicable minimum amount and maximum amount set forth below:
Applicable Contract Period
Second Contract Period
Third Contract Period
Fourth Contract Period
Fifth Contract Period
(ii)

Minimum Amount
US$________
US$________
US$________
US$________

Maximum Amount
US$________
US$________
US$________
US$________

For the purposes of making the foregoing computation:

(1) Company shall refer solely to accounting statements rendered to you through
the end of the accounting period following the earlier of (x) nine (9) months following Companys initial
release of the previous Album (or, in a case when the Advance is being calculated on the two (2) prior
Albums, nine (9) months following Companys release of the first such Album and nine (9) months
following Companys release of the second such Album), or (y) the earlier of the date upon which the
Album for then-applicable Advance is being calculated was supposed to have been Delivered; and
(2) Reserves for each such Album (or Albums, if applicable) shall be held
against such Net Profits calculations which shall be the greater of (A) Companys reasonable
determination of Net Profits that would have been credited on __ (__%) percent of Albums shipped
during the applicable nine (9) month period(s) or (B) the amount of Net Profit shipped in the United
States during the applicable period less the number of royalty-bearing Albums sold in the United States
during such period as reported by Soundscan.
(iii)
The Advance for each such Album, if any, shall be payable as follows: (A) __
(__%) percent of the minimum Advance payable for the applicable Contract Period shall be paid to you
following Companys receipt of notice from you, and verification by Company that recording of the
Master Recordings to comprise such Recording Commitment has commenced under the supervision of a
producer approved by Company and following Companys approval of all creative and technical elements to
be used in connection with such recording activity and is scheduled to proceed, without interruption, to
completion, and (B) the balance shall be paid to you promptly following Delivery of the Master
Recordings comprising the Recording Commitment for the applicable Album hereunder (less any
permitted deductions and offsets, if any, which Company is permitted to take against sums payable to you
under this Agreement, if any).
7.
Recording Fund/Recording Costs. With respect to each Committed Album hereunder, Company
shall pay __ (__%) percent all Recording Costs actually incurred in the production of Masters required to
be recorded hereunder provided such costs were included in the applicable Approved Budget, and
Company shall pay to you __ percent (__%) of the Net Profits derived from the Recordings in perpetuity,
which shall be paid and accounted to you pursuant to Paragraph 13 below. All Recording Costs incurred
in excess of the applicable Approved Budget caused by your acts or omissions or other reasons within
your control or within the control of Persons engaged by you shall be your sole responsibility and you
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 3 of 18

hereby agree to pay for such excess costs and/or hereby grant Company the right to recoup such excess
costs from any sums pay able to you hereunder if Company agrees to pay such excess costs on your behalf
(in Companys discretion).
8.

Grant of Rights.

(a)
All Master Recordings made hereunder or during the Term, from the inception of the
recording thereof and regardless of whether or not intended as finished, Delivered Master Recordings, and
all Videos (as hereinafter defined) and all records and other reproductions and derivative works made
therefrom, together with the performances embodied therein, and all Artwork created for use hereunder,
and all Website material made under this Agreement or during its Term (all such Master Recordings,
Videos, Artwork and Website material being sometimes hereinafter referred to collectively as Subject
Materials), and all copyrights therein and thereto, and any and all renewals and extensions thereof, shall
be entirely Company's property or the property of Company's successors and assigns, throughout the
Territory, free of any claims whatsoever by you, or any person, firm or corporation claiming rights from
or through you. Solely for the purposes of any applicable Copyright Law, you and all others rendering
services in connection with the recording of Master Recordings made hereunder and/or the creation of
any Subject Materials shall be Company's employees for hire and each item of such Subject Materials
made under this Agreement or during its Term, from the inception of its creation such works shall be
deemed "works made for hire." Company shall be deemed the author of such Subject Materials but if for
any reason any such Subject Materials shall not be a work made for hire, then you hereby assign to
Company all Territory-wide right and title to the copyrights and all other rights in and to each element of
such Subject Materials and all records and reproductions made therefrom for the full term of such
copyright and all renewals and extensions of same. Company shall, accordingly, have the sole and
exclusive right throughout the Territory to copyright the Subject Materials in Company's name, as the
sole owner and author thereof, and to secure any and all renewals and extensions of such copyrights in
Company's name. Nevertheless, you shall, upon Company's request, execute and deliver to Company any
assignments of copyright (including extensions and renewals) in and to such properties as Company may
deem necessary and you shall execute deliver such documents to Company at Company's request. You
shall cause all entities engaged by you to similarly execute and deliver to Company any assignments of
copyright (including extensions and renewals) in and to such Subject Materials as Company may deem
necessary. You hereby irrevocably appoint any officer of Company as your attorney in fact for the
purpose of executing such assignments in the event you fail to execute and return to Company any such
assignments within ten (10) days following Companys submission of same to you.
(b)
Without limitation of any of the foregoing, Company and/or its designees shall have the
exclusive right in perpetuity throughout the universe to manufacture, sell, distribute, reproduce, promote,
advertise and exploit records and other reproductions (visual and non-visual) embodying such Master
Recordings and other Subject Materials made hereunder; to lease, license, convey or otherwise use or
dispose of such Master Recordings and other Subject Materials, and reproductions thereof, by any method
whether now known or hereafter developed in any media now known or hereafter developed; to release
records or other reproductions embodying such Master Recordings and other Subject Materials under any
trademarks, trade names and labels; to transmit copies of such Master Recordings through any and all
means (including, but not limited to, Electronic Transmissions) whether now known or hereafter
developed; to delete from, add to, change, modify or amend all Master Recordings made hereunder,
Videos and other Subject Materials and to effect such modifications by any and all means whether now
known or hereafter developed; and to permit the public performance of such Master Recordings, Videos
and other Subject Materials by radio or television broadcast and any other method whether now known or
hereafter developed, and to reproduce, adapt, and otherwise use and authorize the use of any and all of the
Subject Materials in any manner, including, without limitation, in Mobile Materials and/or Mobiletones.
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 4 of 18

Without limiting the foregoing, Company and its subsidiaries, affiliates and licensees may, at their
election, delay or refrain from doing any one or more of the foregoing.
(c)
You recognize that the sale of records is speculative and agree that the reasonable, good
faith judgment of Company or its designees with regard to any matter affecting the sale, distribution,
presentation or exploitation of the Master Recordings made hereunder and any other Subject Materials shall
be binding and conclusive upon you.
(d)
You hereby irrevocably and unconditionally waive, and warrant and represent that all
entities engaged by you to contribute to the creation of any of the Master Recordings made hereunder, any
Videos and any other Subject Materials have similarly waived, any and all moral and like rights that you
and/or they have in such properties, in the performances embodied therein and in the contents thereof.
You further irrevocably warrant and represent that neither you nor any such Persons shall make any
claims against Company or any party authorized by Company to exploit such properties based on such
moral or like rights.
9.

Licensing of Musical Compositions:

(a)
(i)
You will ensure that all compositions recorded in the Master Recordings made
hereunder are licensed to Company and its designees for mechanical reproduction in the United States at a
mechanical royalty rate not exceeding __ (__%) percent of the minimum (without regard to playing time)
statutory per selection mechanical royalty rate in effect in the United States as of the date hereof, and in
Canada at a rate not exceeding __ (__%) percent of the minimum (without regard to playing time) per
selection mechanical royalty rate in effect on the date hereof or that rate considered the functional
equivalent of the United States minimum statutory rate (without regard to playing time). Each of such
rates shall be referred to herein as the "Per Selection Rate." No mechanical copyright royalties shall be
payable for any record for which Company is not paid, or with respect to nonmusical material, or with
respect to more than one use of a Composition per record, or with respect to any Composition which has a
playing time on a record released hereunder of less than one minute (1:00). You will also ensure that the
Compositions recorded in the Master Recordings made hereunder will be licensed to Company and its
designees for use in commercials made to promote records containing one or more Master Recordings
and for synchronization in connection with Videos free of any payment whatsoever.
(ii)
With respect to records sold in the United States and Canada through record
clubs or other mail order methodologies, on a mid-priced line, on a budget-priced line, or through other
sales or marketing means which are not sales through so-called normal retail channels, the Per Selection
Rate shall be deemed to be __ (__%) percent of the Per Selection Rate set forth in subparagraph (i) above but
shall nevertheless be subject to the limitations imposed by subparagraph (iii) below.
(iii)
The maximum aggregate mechanical royalty which Company shall be required to
pay in respect of any per-title Electronic Transmission, Single or any Album hereunder, regardless of the
total number of compositions contained thereon, shall not exceed, respectively, one (1) time, two (2) times
or eleven (11) times the applicable Per Selection Rate respectively.
(b)
You shall cause to be granted to Company, and to any third parties designated by
Company, the irrevocable right to (i) reprint the lyrics of each Composition on the jackets, sleeves and
other packaging of records derived from the Master Recordings made hereunder without payment to any
entity, (ii) to recreate the title and/or lyrics to any Composition in the so-called text-mode of digital
compact cassettes, interactive compact discs or any other new technology configuration embodying such
Master Recordings, and in connection with any Electronic Transmission of such Master Recordings, in
each case without payment to any entity; and (iii) to record, synchronize and/or reproduce the
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 5 of 18

Composition in Internet webcasts, and to distribute and perform such webcasts and to authorize others to
do so, in each case without payment to any entity.
(c)
You shall cause Company and its designees to be granted an irrevocable perpetual
Territory-wide license to record, synchronize, reproduce, distribute and perform all Compositions
recorded in the Master Recordings in music videos, and other audio-visual records without any payment if
such exploitations are for promotional purposes.
(d)
You shall cause Company and its designees and licensees in countries outside of the
United States to be granted all necessary licenses, consents and permissions permitting the use of any
Compositions recorded hereunder in the means and media referred to above in accordance with customary
terms and conditions and at prevailing royalty rates which are applicable within such countries.
(e)
At the time you submit to Company for consideration hereunder any particular
Composition, Company shall have the right to rely on the fact that you have obtained all necessary
licenses, consents and permissions for Company (and its designees) to use such Composition in
accordance with the provisions and terms set forth in this Paragraph 7.
(f)
If Company or any designee of Company is required to pay any sums for any of the uses
referred to in this Paragraph in excess of those set forth herein, then Company shall have the right, at its
election, in addition to all of Company's other rights or remedies in such event, to deduct such excess
amounts from any and all monies payable to you under this Agreement.
10.

Ancillary Exploitation:

(a)
Company shall be responsible for __ percent (__%) of the costs associated with the
creation and exploitation of Ancillary Exploitations (as hereinafter defined) and Company shall pay to
you __ percent (__%) of the Net Profits derived from the Ancillary Exploitations, which shall be paid and
accounted to you pursuant to Paragraph 13 below in perpetuity. In consideration for the foregoing, (i)
Company will have the exclusive right during the Term and throughout the Territory to use and or
sublicense to others your image, likeness, name etc., for merchandising such as the creation of clothing,
branding and endorsement of products (including, without limitation, any and all uses of your name and
likeness in connection with sponsorships, endorsements, tie-ins, retail and concert tour merchandising,
fan clubs, etc.), (ii) Company will exclusively own all right, title and interest in all artwork, (iii) Company
will have the exclusive right to create, maintain and host online fan clubs and websites relating to the
Artist, and (iv) Company will have the exclusive right to the services of Artist for any and all products
derived from Artists image, likeness, name, recordings or other entertainment services not included in
the above, including but not limited to any and all digital products, Videos, ringtones, voicetones,
podcasts, games, endorsement, sponsorship and advertising revenue. For the purposes herein, all rights
and products covered by this subparagraph (a) shall be deemed Ancillary Exploitations).
(b)
All likenesses, photographs, names, autographs and biographical material concerning
Artist which Company utilizes for the purposes herein stated shall be subject to your reasonable written
approval, which approval (or disapproval) shall be given to Company within seven (7) days after such
photographs or biographical material are made available by Company to you. Your failure to give such
written notice to Company as aforesaid shall be deemed to be approval as to the material for which
approval is sought. Promptly following the execution of this Agreement, you shall furnish Company with
a reasonable number of photographs of Artist and biographical material concerning Artist. All photos,
names, autographs and biographical material concerning Artist furnished by you to Company or
previously approved by you at any time shall be deemed approved by you for the purposes hereof. An
inadvertent failure by Company to obtain your approval pursuant to this Paragraph 8(b) shall not be a
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 6 of 18

breach of this Agreement by Company nor shall it impair Company's rights to exploit the applicable
materials. Following Companys receipt of notice from you of Companys failure to obtain any such
approval, Company shall use reasonable efforts to rectify same on a prospective basis with respect to
materials thereafter manufactured by Company or advertisements thereafter placed by Company (as the
case may be).
(c)
All creative elements of any properties intended for exploitation through Ancillary
Exploitation will be selected by Artist and Company. In addition, Artist and Company will mutually
approve the budget for each Ancillary Exploitation, as applicable. In the event of a dispute between you and
Company concerning any such matter, decision shall be final after meaningful consultation with you. All
Ancillary Production Costs included in any such approved budget will be paid by Company.
Notwithstanding anything to the contrary contained in this Agreement, Company shall have the right to use,
and to allow others to use, all Ancillary Exploitations, and any portions thereof, for advertising and
promotional purposes without payment of additional compensation to Artist or any other Person
(including mechanical royalty payments). Company will own all Ancillary Exploitations and the
copyrights in the Ancillary Exploitations produced hereunder.
11.

Touring:

(a)
You and Company will also share, from all income derived by you for your services as a
vocalist or musician for live appearances, promotional appearances (e.g., radio and television), concerts
and any other touring-related activities, on a __ basis (you/Company) of Net Profits up to $____ per
event, on a __ (you/Company) basis of Net Profits between $____ and $____ per event, and on a __
(you/Company) basis for all Net Profits from $____ and higher per event. Company agrees, however, that
it shall be entitled to no share of such Net Profits until such Net Profits aggregate $____ for the first time
from all of such activities. Once that aggregate threshold has been achieved, Company shall prospectively
be paid its applicable share of such Net Profits. Artist hereby agrees to pay and/or instruct all third parties
to account and pay to Company its share of the revenues received by or credited to Artist from Touring
Activities. You shall use your best efforts to cause such Net Profits from Touring Activities to be paid
directly to Company at the same time as Artist is accounted to with respect to Touring Activities. In the
event that, for any reason, direct payment to Company is not made in any case, you shall, within fourteen
(14) days of your direct or indirect receipt of the relevant sums, promptly pay to Company its share of
such sums as set forth in this paragraph. You specifically acknowledge that Companys entitlement
pursuant to this Paragraph 11 is for good and valuable consideration. You grant to Company the right to
examine your books and records to the same degree, and in accordance with the same terms and
conditions, as Company has granted to you the right to examine Companys books and records pursuant
to Paragraph 13 below. For the purposes of this subparagraph, Net Profits shall mean gross revenues
earned by you (or, if greater, from a company furnishing your services) from the activities which are the
subject matter of this subparagraph (a) less only actual, out-of-pocket amounts paid by you for only sound and
lights, actual fees paid to a booking agency in respect of any engagements, your costs (if any) for any opening
acts, and actual, out of pocket expenses you incur for third party attorneys to enforce collection
of delinquent amounts due you in connection with your live appearances, promotional appearances,
concerts and any other touring-related activities.
(b)
Company shall pay on a monthly basis __ (__%) percent of the costs approved by
Company and directly associated with Artists Touring Activities, as provided in any Company-approved
budget therefor, which amounts shall be repaid to Company from the first proceeds of after you have paid
direct touring expenses. Company shall also provide Artist with a reasonable amount of physical copies
of Albums for sale by Artist during Artists Touring Activities and Artist shall be entitled to retain as an
Advance against Artists share of Net Profits __ (__%) percent of the revenue earned as a result of the
sale of such Albums.
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 7 of 18

(c)
Artist understands that Company is not expected to, nor shall Company, procure, offer or
attempt to procure employment or engagements for Artist. Company does not engage in the occupation of
procuring, offering, promising or attempting to procure employment or engagements for artists, and
Company does not perform any services which might require Company, to have a professional license to
perform such activities, all of which the Artist understands and agrees that Company is not obligated or
authorized to do. Artist agrees to utilize proper theatrical or other employment agencies to obtain
engagements and employment for Artist.
12.

Co-Publishing:

(a)
(i)
You (and/or your publishing designees) hereby irrevocably and absolutely assign,
convey and set over to Companys publishing designee (Publisher) an undivided __ percent (__%)
interest in the publishers share of the copyright (and all renewals and extensions thereof) throughout the
Territory and all other rights in and to each composition, wholly or partly written, owned or controlled by
you during the Term or any Person which you or Artist has a direct or indirect interest (the Qualifying
Compositions) during the Term.
(ii)
Publisher shall be the exclusive administrator of all rights in and to each
Qualifying Composition, and it shall be entitled to exercise any and all rights with respect to the control,
exploitation and administration of each Qualifying Composition, including without limitation, the sole
right to grant licenses, collect all income and to use the name, approved likeness and approved
biographical material of each composer, lyricist and songwriter hereunder in connection with each
Qualifying Composition for the full term of copyright (including all renewals and extensions thereof) in and
to each Qualifying Composition, to compromise and otherwise dispose of claims concerning each
Qualifying Composition, including, without limitation, claims by owners of proprietary material,
including, without limitation the assignment of any portion of a Qualifying Composition and/or any
income therefrom to such owners.
(b)
Publisher shall administer the Qualifying Compositions hereunder. Artist shall execute
and deliver to Publisher all documents attached hereto as Exhibit A (including, without limitation,
assignments of copyright and Publishers standard co-publishing agreement) which Publisher may require to
vest in Publisher the copyright and other rights herein granted to Publisher in respect to each
Qualifying Composition subject to the provisions of this paragraph or any rights therein and. If Artist
fails to execute any such document within seven (7) business days after Publisher requests that Artist do
so, then Artist hereby irrevocably grants to Publisher a power of attorney to execute such document in
Artists name and on Artists behalf.
13.

Revenue Sharing/Accounting:

(a)
As further provided herein, Artist and Company shall share in equally on a __ Net Profits
basis with respect to the rights granted hereunder in connection with the commercial exploitation of the
personal services of the Artist. Net Profits shall be computed as the gross income from all sources of
Artists exploitation in Paragraphs 7 and 10 which have been paid to, received by or credited to Company,
less all out of pocket expenses incurred by Company or paid to third parties by Company (but specifically
excluding Companys normal overhead expenses) in connection with the exploitation of the rights granted in
such Paragraphs. For the avoidance of doubt, all revenues associated with Paragraphs 7 and 10 will be
cross collateralized against all costs associated with producing such income for the purposes of
calculating Net Profits.

DRAFT FOR DISCUSSION PURPOSES ONLY

Page 8 of 18

(b)
Company shall account to Artist on a quarterly basis on or before each of March 31st,
th
June 30 , September 30th and December 31st for the period ending in the preceding quarter (e.g.,
Company shall send a report for the period between January 1st and March 31st by June 30th of the
applicable year). Company reserves the right to account on a different basis, provided that such
accounting policy applies to the majority of artists signed to recording and development agreements with
Company. All accountings shall be rendered with statements of profits earned by Artist during the
preceding quarter, less any Advances.
(c)
(i)
Company will maintain books and records, which report the sale and distribution
of records, and the calculation of Net Profits creditable to you. You may, at your own expense, engage a
certified public accountant not then engaged in an outstanding examination of Company's books and
records for a third party only for the purpose of verifying the accuracy of the statements sent to you
hereunder. You may make such an examination for a particular statement only once and only within two
(2) years after the date when Company sends you that statement under this Paragraph 10. You may make
those examinations only during Company's usual business hours, and at the place where it keeps the
books and records to be examined and not more than once per calendar year. If you wish to make an
examination you will be required to notify Company at least thirty (30) days before the date when you
plan to begin it and you shall be required in that notice to advise Company of those specific areas of any
such statement as to which you have objection and as to which such examination relates and the specific
reasons therefor. You may not conduct an examination with respect to any statement or portion thereof as
to which you have not provided such specific information. You will not be entitled to examine records
that do not specifically report sales or other distributions of records hereunder or calculations of Net
Profits. Each royalty statement to the extent it is not objected to in writing as provided above will
become conclusively binding on you two (2) years following the date upon which it is issued and you will
no longer have any right to make any other objections to it. You will not have the right to sue Company
in connection with any royalty accounting or to sue Company for royalties on records sold or net receipts
derived by Company during the period a royalty accounting covers unless you commence suit within
three (3) years following the date upon which such statement is rendered. You will cause your auditor to
review his tentative written findings with a member of Companys finance/accounting staff designated by
Company before rendering a report to you so as to remedy any factual errors and clarify any issues that
may have resulted from misunderstanding. You shall also cause your auditor to simultaneously provide
to such Company staff member a copy of each written report rendered to you relating to such audit.
(ii)
You acknowledge that Company's books and records contain confidential trade
information. You warrant and represent that neither you nor your auditors or representative(s) will
communicate to others or use on behalf of any other entity any facts or information obtained as a result
Company shall have the right to audit Artists books and records with respect to revenue received or credited
to Artist and subject to the terms of this Agreement. Notwithstanding the foregoing, each party shall
provide the other with 30 day cash flow statements.
14.
Upstream; Assignment: You hereby acknowledge that AAAA and any of its affiliates shall have
the right to require Company to furnish your services hereunder to AAAA (the Upstream Right) at any
time during the Term of this Agreement, in accordance with the terms of Companys agreement with
AAAA and the terms of this Agreement. Company shall have the right without your consent to (a) permit
the Upstream Right to be exercised, or (b) assign or otherwise transfer this Agreement in whole or in part
to any third party acquiring a substantial portion of Companys assets or stock. In the event the Upstream
Right is exercised, then upon Companys request, Artist shall promptly execute any and all documents,
including, without limitation, an inducement letter in favor of AAAA, necessary to effectuate the terms
and conditions of the Upstream Right, in which event Company shall supply you with copies of the
relevant provisions of Companys agreement with AAAA. Company shall also have the right without
your consent to license, lease or otherwise grant any or all of its rights hereunder in accordance with the
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 9 of 18

terms hereof, in whole or in part, to any party(ies), whether or not affiliated or otherwise associated with
Company, in the Territory. Accordingly, the term Company as used in this Agreement (or any
modifications or amendments thereto) shall, where deemed appropriate by Company, include Companys
licensees, lessees and designees. Artist shall not have the right to assign this Agreement or any of your
rights or obligations hereunder. This Agreement sets forth the entire agreement between the parties with
respect to the subject matter hereof. No modification, amendment, waiver, termination or discharge of
this Agreement shall be binding upon Company unless confirmed by a written instrument signed by an
officer of Company.
15.

Warranties and Representations:

(a)
Artist warrants and represents that, unless otherwise agreed by Company: (i) Artist is
over eighteen (18) years of age; (ii) Artist is not under any disability, restriction or prohibition, whether
contractual or otherwise, with respect to their right to execute this Agreement or their rights to perform
its terms and conditions; (iii) there are not in existence any unreleased Masters embodying Artists
performances; (iv) Company shall not be required to make any payments of any nature for, or in
connection with the rendition of Artists services or the acquisition, exercise, or exploitation of rights by
Company pursuant to this Agreement, except as specifically provided herein; (v) you shall be solely
responsible for and shall pay all monies becoming payable to each individual producer of Master
Recordings hereunder and all other parties rendering services on or in connection with such Master
Recordings, both in connection with such individual's services and also the exploitation by Company and
its designees of the results of such services, except as specifically provided herein; (vi) no Materials (as
defined below), or any use thereof, will violate any law or infringe upon or violate the rights of any third
party; (vii) during the Term, Artist shall not perform for the purpose of making records or Ancillary
Exploitations for anyone other than Company (or in the event of Upstream, Companys licensee(s)) for
use in the Territory Artist shall not authorize the use of Artists name, likeness, or other identification for
the purpose of making, distributing, selling, advertising or exploiting records or any other purposes
identified hereunder for anyone other than Company in the Territory; (viii) Artist shall not perform any
Composition recorded hereunder for any Master Recording for anyone other than Company for use in the
Territory for a period of (A) five (5) years after the initial date of release of the respective record
hereunder containing such Composition or (B) two (2) years after the expiration or other termination of
the Term, whichever is later (Re-recording Restriction).
(b)
Artist agrees to and does hereby indemnify, save and hold Company (and its officers,
directors, shareholders, employees, licensees and assigns) harmless from any and all loss and damage
(including court costs and reasonable attorneys' fees) arising out of, connected with or as a result of any
inconsistency with, failure of, or breach or threatened breach by Artist of any warranty, representation,
agreement, undertaking or covenant contained in this Agreement including, without limitation, any claim by
any third party in connection with the foregoing. If a claim is made against Company, Company may
withhold a reasonable amount from monies due or to become due to Artist or the Artist may post a bond
pending the outcome of the claim.
16.
Equitable Relief. You expressly acknowledge that Artists services hereunder are of a special,
unique and intellectual character which gives them peculiar value, and that in the event of a breach or
threatened breach by you or Artist of any term, condition or covenant hereof, Company will be caused
immediate irreparable injury. You expressly agree that Company shall be entitled to injunctive and other
equitable relief, as permitted by law, to prevent a breach or threatened breach of this Agreement, or any
portion thereof, by you or Artist which relief shall be in addition to any other rights or remedies, for
damages or otherwise, available to Company.
17.

Travel/Publicity Sessions.

DRAFT FOR DISCUSSION PURPOSES ONLY

Page 10 of 18

(a)
Subject to any then-applicable prior professional commitments to which you are subject
and of which you have previously advised Company in writing, you shall be available, from time to time
at Company's request and expense (as hereinafter provided) and upon reasonable notice of not less than
seven (7) days, to appear for photographs, posters, packaging and cover art, to appear for interviews with
representatives of the communications media and publicity personnel, to perform other reasonable
promotional functions during the Term. You shall not be entitled to additional compensation therefor for
services you render under this Paragraph 17 (except as is expressly provided in subparagraph (b)
immediately below).
(b)
If, at Company's specific request, you are required to render services hereunder outside
of the ___________________________ metropolitan area for any purpose referred to in subparagraph (a)
above, Company shall provide to you, or shall reimburse you, for reasonable travel, hotel and meal
expenses which are incurred by you during the period during which you render such services and of
which Company has approved in writing prior to the time such expenses are incurred. All personal and
incidental hotel expenses incurred by you including, but not limited to, telephone charges, room service,
valet service, beverage service, laundry, breakage and theft shall be your sole responsibility. In the event
Company bears any costs and/or expenses incurred by you hereunder which were to be borne by you, then
Company, in addition to all of its other rights and remedies in such instance, shall have the right to deduct
such sums from any amounts payable to you under this Agreement.
18.

Videos.

(a)
(i)
In the event Company elects to produce a promotional video (a Video)
embodying your performance or in relation to any of the Master Recordings made hereunder, you shall
appear on dates and at places designated by Company for the filming, taping or other fixation thereof.
You shall perform services with respect thereto as Company deems desirable in a timely, professional and
first class manner. Company shall have the right to designate which Composition(s) are to be performed
in any Video and the production budget relating thereto. You shall have the right to approve of the
director and the treatment for each Video to be made hereunder and the scheduling of filming dates
therefor. In the event you and Company disagree as to any such element within a reasonable period of
time (such period to be determined by Company in the exercise of its reasonable judgment but in no event
more than thirty (30) days following the first discussion relating to any of such matters), then Company
may designate such element following good faith consultation with you. You will follow the reasonable
instructions of Company and Companys representatives when participating in the production of Videos
hereunder. Your services in connection with any Video shall not be deemed to have been completely and
satisfactorily rendered until Company has so advised you in writing in each instance.
(ii)
You will not without Companys prior written approval (which approval may be
withheld by Company in its sole discretion) allow to be filmed, photographed, or otherwise included in any
Video any third party trademarks, logos or other product identifiers or any third party product or any other
form of third party product placement in any manner.
(b)
Company will engage the producer, director and other production personnel for each Video
and will pay the Video production costs of each Video in an amount not in excess of a budget to be
established in advance by Company. In the event that Company pays, or causes to be paid, any Video
production costs incurred by reason of any act or omission of yours constituting a breach of this Agreement,
Company may treat all of such sums as an Advance and/or to deduct such sums from any other amounts
payable to you under this Agreement.

DRAFT FOR DISCUSSION PURPOSES ONLY

Page 11 of 18

(c)
Company will have the right to use and allow others to use each Video for advertising and
promotional Purposes and for all commercial purposes. Companys rights with respect to any Video shall be
the same as is provided in Paragraph 8 above concerning the Master Recordings.
(d)
Except as is provided above, Company is under no obligation whatsoever to produce any
Videos hereunder.
19.

Remedies.

(a)
If you or any other Person furnished or selected by you and approved by Company
hereunder is in material breach of any material term or provision of this Agreement, or if Company
determines that your ability to perform as a recording artist has become impaired, or if any of Company's
rights under this Agreement shall be impaired, then in addition to all other rights and remedies available
to Company at law, equity or pursuant to the terms of this Agreement, Company will have the following
options: (i) to suspend the running of the Term and/or Company's obligations to render accounting
statements to you and/or to make payments to you under this Agreement (including payments due in
respect of Compositions in which you have a publishing or songwriting interest) and any or all of
Company's other obligations to you under this Agreement until such default or condition has been
eliminated; (ii) to terminate the Term of this Agreement at any time, whether or not you or any other
Persons have commenced curing the default before such termination occurs or before such condition has
been eliminated; and/or (iii) to require you to repay to Company the amount, not then recouped, of any
Advances including, without limitation, any Advances which are Recording Costs in respect of any
Recording Commitment project the Delivery of which has not been completed and/or any Video Costs for
any Videos not completed as of the date that Company notifies you of its election to invoke the remedy
set forth in this subclause (iii).
(b)
Without limiting Company's rights, Company may exercise any or all of the aforesaid
options by sending you the appropriate notice. No exercise of an option under this Paragraph will limit
Company's rights to recover damages by reason of any default, to exercise any other option under this
Paragraph, or to implement any of its other rights.
(c)
If because of an act of God; inevitable accident; fire; lockout; strike or other labor
dispute; riot or civil commotion; act of public enemy; enactment, rule, order or act of any government or
governmental instrumentality (whether federal, state, local or foreign); failure of technical facilities;
failure or delay of transportation facilities; bona fide illness or incapacity of any performer or producer; or
other cause of a similar or different nature not reasonably within Company's control; Company is
materially hampered in the recording, manufacture, distribution or sale of records, then, without limiting
the rights of the other party hereto, Company shall not be in breach of this Agreement for the duration of
such force majeure event. In such event, Company shall have the option by giving you notice to
suspend the running of the then current Contract Period and its obligations hereunder for the duration of
any such contingency. Notwithstanding the preceding provisions of this subparagraph (c), Company shall
nevertheless be required to render accountings and to pay royalties due you under this Agreement during
the period of such suspension unless the "force majeure" circumstance or condition directly affects
Company's ability to compute royalties and/or to generate, process and issue accounting statements.
20.
Approval & Consent: As to all matters treated herein to be determined by mutual agreement, or
as to which an approval or consent is required, such approval or consent will not be unreasonably
withheld (except as otherwise expressly provided in this Agreement). Your agreement, approval or
consent, whenever required, shall be deemed to have been given unless you notify Company otherwise
within five (5) days following the date of Companys written request to you therefor. Approvals or
consents may be sent via email, fax or other methods of written confirmation which provide the recipient
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 12 of 18

with the opportunity to retain a digital or physical copy of such consent (i.e., IM and other temporary
messaging shall not be sufficient for consent).
21.
Tax Withholdings. If Company is required to withhold any portion of the Advances or other
compensation payments to be made by Company to you under this Agreement as a result of the existence
in the United States of laws or banking regulations requiring such withholdings, Company shall provide to
you following the execution of this agreement all forms and other instruments available that may
enable you to eliminate or reduce any such tax or withholding obligations, and Company will use its
reasonable commercial efforts to assist you to complete such forms and to process them.
22.
Notices. All notices hereunder required to be given to either party shall be sent to that party at its
address first mentioned herein, or to such other address as either party respectively may hereafter
designate by notice, in writing, to the other. All such notices shall be in writing and, except for royalty
statements, shall be sent by registered mail or certified mail, return receipt requested or a recognized
domestic overnight air courier (e. g. Federal Express, DHL, UPS, US Postal Service Express Mail).
Facsimile transmissions will not constitute valid notices hereunder, whether or not actually received. The
date of notice shall be, in the case of mailed notices or notices sent by overnight air courier, the date
shown as the date of the first attempted delivery thereof. A copy of any notice forwarded to Company
shall be sent to __________.
23.

Definitions:

(a)
Advance: A prepayment of Net Profits due Artist which Company may recoup from Net
Profits to be paid or accrued to or on behalf of Artist under this Agreement or any other agreement for
Artists services. Provided you are in compliance with all material terms and conditions of this Agreement or
have otherwise agreed in writing, mechanical royalties in respect of Qualifying Composition shall not be
chargeable in recoupment of any Advances paid to you hereunder.
(b)
Album: A record or a Multiple Record Set having no less than forty (40) minutes of
playing time, and which embodies at least ten (10) Masters of different Compositions.
(c)
Ancillary Production Costs: All amounts paid or incurred in connection with the
production, delivery and marketing in connection with Ancillary Exploitations. If Company furnishes
any of its own facilities, materials, services or equipment for which Company has a standard rate, the
amount of such standard rate (or if there is no standard rate, the market value for the services or thing
furnished) shall be deemed an item of Ancillary Production Costs hereunder.
(d)
Approved Budget: The budget for all costs to be incurred by Company hereunder, which
shall be subject to mutual approval; provided that in the event of a dispute, Companys decision shall be
final after meaningful consultation with Artist. The initial Approved Budget for the First Contract Period
is attached hereto as Exhibit B, which may be modified from time to time in writing. The Approved
Budget for subsequent Option Periods at the commencement of such Option Period shall be mutually
approved on a line item basis; provided that in the event of a dispute, the final amount for such line item
shall equal the applicable line item from the prior Approved Budget. Any such Approved Budget for an
applicable Contract Period shall be referred to herein as the Contract Period Approved Budget.
(e)
Artwork: All material embodied in, or supplied by you or Artist for use in, the
packaging of records (including any inserts or other special elements or materials), or created,
commissioned or acquired by Company or supplied by you or Artist, for use in publicity, promotion or
marketing or as part of Videos or any other records, including all drawings, photographs, logos,
calligraphy, images, paintings or other visual or audiovisual material included in Ancillary Exploitations.
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 13 of 18

(f)
Composition: A musical composition or medley consisting of words and/or music, or
any dramatic material, whether in the form of instrumental and/or vocal music, prose or otherwise,
irrespective of length.
(g)
Delivery, Deliver, and Delivered: Such terms refer to the actual receipt by Company of a
completed, fully-edited, mixed and equalized two-track stereo tape, in the format customarily used by
Company for the manufacture of records, for each configuration (e.g., compact disc, analog cassette) of
each Master, technically and commercially satisfactory in Companys opinion, which tapes shall in all
respects be in the proper form for the production of the parts necessary for the manufacture or creation of
records, together with all Artwork and other materials, consents, approvals, licenses and permissions in
respect of each such Master. Your Delivery obligation shall include the delivery of a track-by-track list
identifying the performers on each Master and describing their performances. Each Master shall be
subject to Companys approval as technically and commercially satisfactory, and shall not be deemed
Delivered unless and until such approval is given. Upon the request of Company, Artist re-record any
Composition until a commercially satisfactory Master shall have been obtained. Only Masters Delivered
in full compliance with the provisions of this Agreement shall be applied in fulfillment of your recording
and Delivery obligation and no payments shall be made to you in connection with any Masters which are
not in full compliance.
(h)
Delivery Date: The date when the applicable Recording Commitment is required to be
Delivered pursuant to this Agreement.
(i)
"Electronic Transmission" -- any transmission to the consumer, whether of sound alone,
sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or
later developed (including, but not limited to, so-called limited or restricted or time-sensitive downloads,
permanent downloads, Master Recordings made hereunder made available through portable subscription
services, Mobiletones, webcasts, streaming audio, streaming audio/video, digital downloads,
direct broadcast satellite, point-to-point distribution service, cable system, telephone system, broadcast
station, and any other forms of transmission now known or hereafter devised) whether or not such
transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to
receive the transmission and whether or not such transmission results in a specifically identifiable
reproduction by or for any transmission recipient. All references in this Agreement to the distribution
of records, unless expressly provided otherwise, shall be understood to include the distribution of Masters by
way of the Electronic Transmission thereof.
(j)
Master or Master Recording: Every recording of sound, whether or not coupled with a
visual image and whether or not embodying your performance, by any method and on any substance or
material, whether now or hereafter known, which is used or useful in the recording, production and/or
manufacture of records, regardless of embodying a performance by Artist of a single Composition, or a
medley of Compositions, which consists of sound only and is used or useable in the recording,
production, manufacture, and/or exploitation of records. A Master may not consist of words alone
without music unless Company otherwise consents in writing.
(k)
Materials: (A) all Compositions and other material contained on Master Recordings (B)
each legal and/or professional name used by Artist in connection with records and Ancillary Exploitations (C)
all other materials, ideas, other intellectual properties or elements furnished or selected by Artist or
any producer of Master Recordings and contained in or used in connection with any Master Recordings,
the Ancillary Exploitations or the packaging, sale, distribution, advertising, publicizing or other
exploitation thereof;
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 14 of 18

(l)
Multiple Record Set: Two or more disc units or cassette units packaged and/or marketed
as a single unit. For purposes of this Agreement, a Multiple Record Set is considered to be one (1)
Album.
(m)
"Normal Retail Channels" - records sold by Company or third parties with Company's
consent at the top wholesale prices utilized by Company or such third party as of the initial commercial
release thereof for records embodying similar repertoire. Without limiting the preceding sentence, sales
through Normal Retail Channels specifically excludes the sales of records as mid-priced records, budget
priced records, premium records, records sold through mail order or record clubs, and records sold as
socalled compilation albums.
(n)

Person: Any person, firm, corporation or other entity.

(o)
record(s): Any form of reproduction now or hereafter known of sound alone or of sound
together with visual images which is manufactured or distributed primarily for home use, institutional
(e.g., library or school) use, jukebox use, or use in means of transportation, including, without limitation, any
computer-assisted media \ (e.g., digital files for download or stream, CD-ROM, CD+, DVD,
enhanced compact discs, including, but not limited to, by satellite, cable, or telephone line), and any
Electronic Transmissions.
(p)
Recording Costs: Wages, fees, advances and payments of any nature to or in respect of
all musicians, vocalists, conductors, arrangers, orchestrators, engineers, producers, copyists, etc.;
payments required by law or contract (including agreements with any labor organization but excluding
per record payments to any unions and/or guilds, with whom Company becomes a signatory, if any, after
the date of this Agreement); all studio, tape, editing, mixing, re-mixing, mastering and engineering costs;
all costs of travel and per diems for non-Company personnel, rehearsal halls, non-studio facilities and
equipment, dubdown, rental and transportation of instruments; all costs occasioned by the cancellation of
any scheduled recording session; and all other costs and expenses incurred in the production, but not the
manufacture, of Masters subject to this Agreement which are then customarily recognized as recording
costs in the recording industry. If Company furnishes any of its own facilities, materials, services or
equipment for which Company has a standard rate, the amount of such standard rate or if there is no
standard rate, the market value for the services or thing furnished shall be deemed Recording Costs.
(q)
U.S. Release Date: The date upon which the Master Recordings comprising the
Recording Commitment for an applicable Contract Period are initially commercially released in the
United States.
(r)
Webcasts: Promotional presentations or programs delivered (whether by downloading,
streaming or other method) via the Internet or another computer or electronic network linking consumers
and entertainment providers.
24.

Miscellaneous.

(a)
This Agreement contains the entire understanding of the parties relating to its subject
matter and supersedes any prior agreements, written or oral, between the parties or their successors. This
Agreement shall not become effective or binding upon any party hereto unless fully executed by all
parties. No modification, alteration or amendment to any of the terms of this Agreement shall be binding
upon Company unless it is made in an instrument signed by an officer of Company. A waiver by either
party of any provision of this Agreement in any instance shall not be deemed continuing. All remedies,
rights, undertakings, and obligations contained in this Agreement shall be cumulative and none of them
shall be in limitation of any other remedy, right, undertaking, or obligation of either party. The titles
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 15 of 18

contained in this Agreement which begin each Paragraph are inserted for convenience only and shall have
no significance in the construction or interpretation of this Agreement. If any clause of this Agreement is
determined to be unenforceable or invalid, this Agreement shall be read as though such clause was not
contained in the Agreement.
(b)
You may not assign any of your rights hereunder without Company's prior written
consent. Company shall have the right to assign and/or license its rights under this Agreement, in whole
or in part, without restriction.
(c)
Company will not be deemed to be in breach of any term or provision of this Agreement
unless Company has failed to remedy an alleged breach within sixty (60) days following receipt of your
written notice thereof specifying in reasonable detail the alleged breach or, if such breach cannot be
reasonably cured within such period of time, if Company has commenced to cure such breach within sixty
(60) days following its receipt of such notice and proceeds with reasonable and deliberate efforts to
complete such cure.
(d)
This Agreement has been entered into in the State of New York, and the validity,
interpretation and legal effect of this Agreement shall be governed by the laws of the State of New York
applicable to contracts entered into and performed entirely within the State of New York. Only the courts
(state and federal) situated in New York City will have jurisdiction of any controversies regarding this
Agreement; any action or other proceeding which involves such a controversy will be brought in those
courts and not elsewhere. Any process in any such action or proceeding may, among other methods, be
served upon you by delivering it or mailing it, by registered or certified mail, directed to the address first
above written or such other address as you may designate pursuant to Paragraph 21. Any such delivery or
mail service shall be deemed to have the same force and effect as personal service within the State of
New York.
(e)
In entering into this Agreement, and in providing services pursuant hereto, you have and
shall have the status of an independent contractor and nothing herein contained shall constitute you as
Company's agents or employees.
(f)
Company shall have the right to obtain life, health and similar insurance concerning you.
In connection therewith, you shall be available for any medical examinations, to complete any interviews,
and to provide any information that the insurance carrier(s) shall require in connection with the issuance
of such insurance. It is agreed that Company shall own any such policy, shall pay all premiums in
connection therewith, and shall have the sole and exclusive right to designate the beneficiaries of such
policy. Neither you nor any individuals claiming rights from or through you shall make any claim with
respect to such proceeds.
(g)
If you or any Person acting for or on behalf of you shall commence suit on any
controversy or claim concerning compensation accountings rendered hereunder or the payment of
Advances due you, said claims and the scope of the proceedings shall be limited to determination of the
amount of the compensation due for the accounting period(s) concerned or the applicable Advances due,
and neither you nor any person or entity acting for or on your behalf shall seek or be entitled to any
equitable relief (other than an accounting) or any other relief except recovery of compensation or
Advances found owing. The recovery of any such royalties and/or Advances shall be the sole remedy
available to you by reason of any claim related to Company royalty accountings, compensation payments
or Advance payments. Without limiting the generality of the foregoing, neither you nor any person or
entity acting for or on behalf of you shall have any right to seek or obtain termination of this Agreement
or of the Term hereof or any injunction against Company and/or any third party and/or any other
equitable (other than an accounting) relief against Company and/or any third party or avoid the
DRAFT FOR DISCUSSION PURPOSES ONLY
Page 16 of 18

performance of your obligations hereunder by reason of any claim relating to Company's compensation
accountings, compensation payments or payments of Advances.
(h)
You acknowledge that (i) you were advised by Company to retain separate and
independent counsel familiar with the recording and entertainment industry; (ii) you have had
ample time to retain such counsel and have done so; (iii) Company has not assisted you in the
selection of your legal counsel; (iv) such counsel has reviewed this Agreement with you and has
acted on your behalf and pursuant to your instructions when negotiating the provisions of this
Agreement, (v) you have read this Agreement and have been fully and completely advised with
respect to the consequences of entering into this Agreement; and (v) you are entering into this
Agreement as your voluntary act.

IN WITNESS WHEREOF, the parties have set their hands to this agreement as of the day and
date first above written.
XXXX, a wholly
Owned subsidiary of YYYY

By:______________________________
ZZZZ

Birthdate: _____________________________
Nationality: _____________________________
Performing Rts Soc.:____________________

DRAFT FOR DISCUSSION PURPOSES ONLY

Page 17 of 18

EXHIBIT A
FORM OF CO-PUBLISHING AGREEMENT

DRAFT FOR DISCUSSION PURPOSES ONLY

Page 18 of 18