Вы находитесь на странице: 1из 11

ALBUM LICENSE

From: ______ Limited


London
(we/us/our)

To: _____
Ann Arbor MI 48103 USA
Professionally known as ________

( you/your)

Date: 14/05/2013

Dear _____,

We set out below the terms upon which you have agreed to license to use the Recordings (as
defined below).

1. The term of this agreement shall be a period commencing on signature of this agreement
and continuing for nine (9) months from the date above or, if longer, until 6 (six) months after
the initial release in the United Kingdom of the Album comprising the Minimum Commitment
(Term). You shall not without our prior consent release or authorize any third party to release
during the Term any other recordings under the artist name Laurel Halo.

2. You shall record and deliver to us within Eight (8) months of signature of this agreement:

2.1 a minimum of Eight (8), and a maximum of Eighteen (18) recordings, with a total
running time of not less than thirty (30) minutes (unless otherwise agreed in writing between you
and us), embodying your musical performances of previously unrecorded songs which are
technically satisfactory to us (the Minimum Commitment) provided that such Recordings shall
be deemed satisfactory to us and accepted by us pursuant to this clause if we have not within ten
(10) working days of delivery to us of such Recordings provided to you written reasons why
such Recordings are not satisfactory to us; and

2.2 any Recordings made by you prior to the Term as listed in the schedule;

the term Recordings hereunder shall mean recordings embodying your


performances as a recording artist and/or musician (alone or with other artists) under
the artist name Laurel Halo and made prior to and during the Term.
3. The territory of this Agreement and the area in which we shall be exclusively entitled to
exploit the Recordings (the Territory) shall be the World and the Universe.

4. We shall have the exclusive right during the Term to make videos to promote the sale and
exploitation of the Recordings (Videos). Subject to reasonable notice from us and subject to
your prior professional commitments, during the Term you agree to prepare conscientiously for,
and to attend filming sessions at such times and places as we shall reasonably designate and to
perform as a recording artist at such sessions for the purposes of making Videos. You and we
shall mutually agree the storyboard, director, producer and budget for Videos and other principal
creative decisions. And if, after a reasonable period of good faith discussions, you and we are
unable to agree any such matter, we shall have the final say.

The artist should try to delete and if, after a reasonable period of good faith discussions, you
and we are unable to agree any such matter, we shall have the final say.

5. We shall use our reasonable endeavors to release or to procure the release for retail sale
in the United Kingdom and in other countries of the Territory Records and by EMD embodying
Recordings comprising the Minimum Commitment within six (6) months following delivery to,
and acceptance in writing by us, of the Minimum Commitment. If we fail to release the
Recordings within that period then you shall have right to serve a thirty (30) cure notice (the
Cure Notice). If we fail to release before expiry of the Cure Notice then you shall have the right
to terminate the license granted hereunder,

The artist should try to add: and retain any advance previously paid to you.

6. For the purposes of this agreement Records shall mean a physical carrier of sound
recordings either alone or with audio visual material and EMD shall mean any transmission,
distribution, dissemination or making available of Recordings (or their digitized content) by any
means now or in the future known including but not limited to via telephone, satellite, broadcast,
wireless, cable and/or the internet whether or not a direct or indirect charge is made including
without limitation streams, limited downloads, permanent downloads and the use of Recordings
in mobile applications, but excluding the manufacture, distribution and sale of Records.

7. We shall arrange and pay for such press and promotion to accompany the release by us of
Records and/or EMD embodying the Minimum Commitment as we shall think fit in our good
faith business judgment after consultation with you. You agree upon reasonable prior notice and
in any event subject to your prior professional commitments and at our reasonable expense, to
attend at such times and places as we shall reasonably designate for the purposes of attending
interviews, promotional appearances and photographic sessions, to promote the sale and
exploitation of such records and/or to publicize you as a recording artist. You shall not receive a
fee for such activities but provided you obtain our prior approval for any expenses you incur in
connection with such activities, we shall reimburse you, on a non-re-recoupable basis, for such
reasonable out of pocket expenses incurred by you.

The artist should try to add: If you have to travel for such promotional event, we will cover the
cost of round trip air fare, accommodations and reasonable per diem.

8. We shall be entitled (but are not obliged) to enter into licensing arrangements with any
one or more companies (Third Party Agreements) for the purposes of the sale, distribution,
promotion and marketing of Recordings.

9. The period during which we shall be exclusively entitled to exploit the Recordings shall
be the period commencing on date of this agreement and expiring six (6) years after the end of
the Term (License Period). We shall have a six (6) month non-exclusive sell-off period after
the end of the License Period.

The artist should try to add: Immediately following the License Period all rights in the
Minimum Commitment will revert to you subject to the six (6) month non-exclusive sell-off
period. For avoidance of doubt, (i) we shall pay you your normal royalty and mechanical for
that sell-off period; (ii) you shall have the right to exploit the Minimum Recording commitment
in any manner you wish; (iii) after the sell-off period, you shall have the exclusive right to
exploit the Minimum Recording Commitment in any manner or media throughout the world
without any obligation to us.

10. We shall pay you the following (non-returnable) advances, which shall be recoupable
from your Royalty (but not any mechanical royalties and/or future advances):

10.1 For the Minimum Commitment Album, Eight Thousand (8,000), payable as to:

(a) Four Thousand Pounds (4,000 ) upon signature of this


agreement; and

(b) Four thousand pounds (4,000) upon delivery to us of the Minimum


Commitment Album;

Plus 100 complimentary cd and vinyl (50 each)


10.2 We shall pay you a royalty (Royalty) equal to fifty percent (50%) of our Net Receipts
from the exploitation of the Recordings under this Agreement.

10.3 Net Receipts shall mean gross income (including advances) actually received by us or
credited to us (other than any credits against advances) and either (i) directly attributable to
exploitation of Recordings and/or Videos made during the Term of this Agreement (ii) or the
pro-rated share of monies received by us for licenses including other recordings less all of our
reasonable and bona fide third party costs and expenses paid and/or incurred by us (or re-charged
to us) directly in the creation and exploitation of such Recordings and/or Videos as listed below

(a) recording costs;

Delete this the artist already recorded the album.

(b) mastering costs;

Add actual, reasonable to this as well as (c), (d) (e) and (f)

(c) manufacturing costs;

(d) artwork costs if we use a third party to create the artwork;

(e) any and all distribution costs in relation to Records and EMD;

(f) press, promotion and marketing costs;

(g) producers and/or remixers fees, advances and royalties;

Delete this the artist delivered a final master.

(h) mechanical royalties;

Delete this mechanical should not be recouped from recording royalties.

(i) any approved costs incurred in the making of Videos;


Only 50% of videos costs should be recoupable.

(j) any and all pre-agreed and reasonable traveling, subsistence and/or accommodation costs
for you or us, incurred in connection with any promotional activities; and

(k) our reasonable legal fees incurred in the licensing or other exploitation of the master
recordings recorded hereunder (but not in relation to the protection of our rights therein and/or
any legal fees incurred in relation this agreement); but specifically excluding any and all general
office overheads (Expenses).

Add: Such legal fees shall be pro-rated if such license includes records other than yours. For
avoidance of doubt and by way of example, if we sub-license 5 different recordings, only one
of which is yours, and our legal fees are $1,000 we shall only charge your account for $200.

10.4 In each accounting period, we shall be entitled to make a reasonable reserve from Net
Receipts not exceeding 20% of Net Receipts. Such reserve (if any) shall be liquidated in the
accounting period following the one in which the reserve was made.

10.5 We shall account to you for your Royalty no less frequently than twice within each
twelve (12) month period and will provide a statement of account in reasonable detail and pay
the sums due to you within ninety (90) days of the appropriate account date.

Change as follows: We shall account to you for your Royalty no less frequently than twice
within each twelve (12) month period beginning December 31, 2013, and will provide a
comprehensible statement of account in reasonable detail (including number of units sold
format, territories in which such were made, and if an Internet sale the name of the websites,
such as iTunes) and pay the sums due to you simultaneously with the statement.

10.6 We shall be required to account to you for sales by our licensees only insofar as we have
received payment from our licensees. We will use our reasonable endeavors to enforce the
accounting obligations in our contracts with our licensees and we warrant that all arrangements
with our licensees shall be on bona fide arms length commercial terms and shall not have the
effect of artificially reducing the Royalty hereunder.

10.7 You shall be entitled upon providing a minimum thirty (30) days written notice to us to
appoint a chartered accountant to audit our books and records relating to calculation of Net
Receipts no more than once: (i) in any twelve (12) month period and (ii) in respect of any
accounting statement issued to you. If any such audit reveals an agreed underpayment to you of
of: (i) five thousand pounds (5,000); or (ii) five per cent (5%) of the total amount due to you for
the period covered by the audit; then we shall pay your reasonable costs of such audit up to a
maximum of five thousand pounds (2,000) (excluding travel, accommodation and subsistence).

10.8 The advances specified in clause 10.1 and all other sums paid to or on behalf of you
(other than your Royalties and any mechanical royalties) constitute advances against and to be
first deducted from any Royalties and fees payable under this agreement (other than mechanical
royalties and any future advances).

11. In consideration of the payment to you of the advances and Royalties set out in this
agreement, you:

11.1 grant to us during the License Period and throughout the Territory an exclusive license to
exploit the Recordings, Videos by any and all means and in any and all media whatsoever
whether now existing or invented in the future, including, without limitation, the right to remix,
edit or otherwise alter the Recordings and/or Videos;

11.2 grant us all consents required under the Copyright Designs and Patents Act 1988 (as
amended) and/or any similar legislation throughout the world to exploit the recordings and
Videos to the fullest extent possible and grant to us the exclusive lending and rental rights in the
recordings and Videos;

11.3 irrevocably and unconditionally waive (and shall procure that all performers whose
performances are embodied on Recordings shall) and (where waiver is permitted by law) agree
not to assert against us, our permitted assigns and licensees, any and all moral and like rights that
you have in Recordings and/or Videos and in your performances and Controlled Compositions
embodied in Recordings and Videos; and

11.4 acknowledge and agree that the advances and Royalties payable to you under this
agreement constitute fair and equitable remuneration for the services (and the products and
results of the services) to be rendered and rights granted by you under this agreement including
but not limited to all rental and lending rights.

12. You will not for a period of two (2) years from the end of the Term record or re-record
any composition or any part thereof recorded and commercially exploited hereunder for a third
party with the intention of releasing and commercially exploiting such recording.

12.1 During the Term and subject to the provisions of this agreement, we shall seek your
approval in respect of the following:-

(a) the licensing of any Recordings hereunder for synchronization with any
visual images other than those embodying solely the Artists performances;

Add to 12.1(a): With regard to the foregoing sentence, we shall pay you fifty percent (50%) of
any monies that we receive for an approved license of the any Recording and one hundred
percent (100%) of any monies that we receive for the licensing of the underlying musical
composition.
(b) any third party license of a Recording for the inclusion in any multi-artist
compilation record.

Add to 12.1(b): With regard to the foregoing sentence, we shall pay you your pro-rated share of
any monies that we receive. For avoidance of doubt and by way of example, if there are 5
different tracks, only one of which is yours, we will pay you, or credit to your account if you are
unrecouped, 50% of 20% of any monies that we receive.

(c) approval of commissioned remixes or re-edits of the master recordings if


applicable.

12.2 We agree to obtain and procure that our licensees shall obtain mechanical licenses in
respect of musical compositions embodied on Recordings and Videos released
pursuant to this agreement.

12.3 You warrant that you will either grant to us or will procure that we are granted
mechanical licenses, which shall be paid for by us, in all musical compositions if (and to the
extent only) written or controlled by you (Controlled Composition), which such grant
constitutes a provisional copyright license enabling us and/or our licensees to release Records
and/or Videos embodying such Controlled Compositions and/or to exploit such Controlled
Compositions by EMD:

(a) in the case of Records and Videos manufactured and EMD sold in the United
Kingdom, at the applicable rate in accordance with any licensing scheme currently in effect
between the BPI and the MCPS (or, if such licensing scheme expires and is not re-negotiated
during the Term, at the rates in the last licensing scheme then in effect provided that such scheme
was generally adopted by the record industry);

(b) in the case of Records manufactured and EMD sold in the United States of
America and/or Canada, at seventy five per cent (75%) of the then current minimum statutory or
industry agreed rate per Controlled Composition (that is, 9.1 cents per song) regardless of
playing time on all Records and EMD sold less returns, subject to a total payment:

(i) per Album Record of ten (10) times, or

(ii) per so-called single Record two (2) times, or

(iii) per so-called EP four (4) times,

the above mentioned seventy five per cent (75%) rate;


Add: We shall account and pay to you the above mechanical royalties on the same date
as Record Royalties are due together with a comprehensive accounting statement. For the
avoidance of doubt, such mechanical royalties shall be payable from the first unit sold
and not subject to recoupment of any of our Expenses.

(c) in the case of Videos manufactured for sale in the United States of America
and/or Canada, at a rate not exceeding the lesser of six (6) cents per title or six per cent (6.5%) of
the published dealer price of each Video;

(d) in the case of:

(i) Videos manufactured and EMD sold in any country outside the United
Kingdom, the United States of America and/or Canada; and

(ii) Videos manufactured and EMD sold in any country outside the United
Kingdom, the United States of America and/or Canada;

at the current minimum statutory rate in that country or, if no such statutory rate
exists, at the then customary rate in the country.

12.4 You will either grant to us or will procure that we are granted a synchronization license
for free in respect of any Video incorporating any Recording exploited under this agreement that
incorporates a Controlled Composition.

12.5 You will use your reasonable endeavors to procure that we are granted a synchronization
license at the rate specified in the current BPI/MCPS agreement in respect of any Video
incorporating any Recording made and exploited under this agreement that incorporates a
composition that is not a Controlled Composition.

12.6 You shall grant or procure that we are granted mechanical licenses, which shall be paid
for by us, in all musical compositions embodied in the Recordings that are not Controlled
Compositions, which such grant constitutes a provisional copyright license enabling us and/or
our licenses to release Records and/or Videos embodying such compositions and/or to exploit
such compositions by EMD at the current minimum statutory rate in each country of the
Territory or, if no such statutory rate exists, at the then customary rate in each such country.

12.7 We reserve the right not to accept a Recording of any composition that is not a Controlled
Composition. Any copyright royalties paid by us or our licensees in excess of the amounts
specified in this clause 12 are to be deducted from any other monies (including mechanical
royalties) payable to you and/or in respect of Controlled Compositions.

12.8 You must issue (or cause the music publishing companies having the right to do so to
issue), to us at no cost for the use of all compositions embodied on Records: (i) worldwide,
perpetual synchronization license in connection with Videos, so-called electronic press kits and
any websites that we may set up and/or host in respect of you and your recording services, and
(ii) worldwide, perpetual licenses for public performance in connection with any such websites.

12.9 No later than delivery to and acceptance by us of the Recordings you shall notify us in
writing of any so called samples of sound recordings (Samples) embodied in the
Recordings. You shall provide all reasonable assistance requested by us in obtaining any
necessary clearances for Samples. We reserve the right not to accept a Recording that contains a
Sample which has not been cleared.

12.10 Any costs incurred by us in clearing any Samples in accordance with this agreement shall
be treated as recording costs and deductible as an Expense from any and all gross income
received by or credited to us under this agreement.

13. You hereby grant to us the right (which is exclusive during the Term and non-exclusive
after the Term) to use and allow others to use (alone or with other matter) your professional
name, approved likenesses, approved photographs, approved biographical material, approved
images, approved voices and approved signatures (or representations of them) in connection with
recordings, Videos, websites, mobile applications your career and/or institutional advertising.

14. You hereby (and shall procure that all performers whose performances are embodied on
Recordings delivered to us under this agreement shall) irrevocably and unconditionally waive
and (where waiver is not permitted by law) agree not to assert against us, our permitted assigns
and licensees, any and all moral and like rights that you have in Recordings delivered to us under
this agreement and in Videos and in your performances and Controlled Compositions embodied
in Recordings and Videos.

15. We shall mutually agree with you the concept, design and preparation of artwork,
including physical album artwork, digital artwork for exploitation of the Records in any digital
platform, and any artwork intended for promotional use, and we shall pay the costs incurred in
connection with artwork.

16. You warrant that:

16.1 you are at least eighteen years old;

16.2 you have full right, power and authority to enter into, grant the rights contained in
and perform the terms of this agreement;

16.3 save to the extent of Samples previously disclosed to us, all materials furnished by
you to us (including, without limitation, any master recordings, compositions or performances
embodied thereon) do not now nor will they infringe the rights, (including, without limitation,
copyright and rights of privacy) of any third party and shall not be criminally obscene or
defamatory of any person;

16.4 you have not entered and/or will not enter into any agreement(s) of any kind
which may interfere with the performance of your obligations under this agreement;
16.5 you have not performed and will not perform any acts which could in any way
impair or materially deprive us of any of our rights or benefits under this agreement; andwe have
advised you to seek, and you have obtained, independent advice from a lawyer specializing in
the music industry to enable you fully to understand this agreement.

17. You shall indemnify us from and against any costs, loss or damage (including reasonable
out of house legal fees) caused by your breach of this Agreement and/or any warranty or
undertaking herein PROVIDED THAT such costs, loss, or damage has been adjudicated by a
court of competent jurisdiction or settled with your prior written consent (not to be unreasonably
withheld or delayed). You shall be notified of any such claim, action or demand and shall have
the right at youre your own expense, to participate in the defense thereof with counsel of your
choice.

18. This agreement replaces and supersedes all previous arrangements,


understandings, representations or agreements between the parties either oral or written with
respect to the subject matter hereof and expresses and constitutes the entire agreement between
you and us and no variation of this agreement shall be effective unless and until it is agreed in
writing and signed by you and us.

19. Wherever in accordance with the terms of this Agreement we are to procure your
consent or approval such consent or approval shall not be unreasonably withheld or delayed and
in the event that you have not given us written notice of you withholding such consent or
approval within five (5 ) working days of your receipt of our written request your consent or
approval shall be deemed given.

20. All notices given pursuant to this agreement shall be in writing and shall be
served upon the other party personally or by prepaid first-class post at its address as set out
above or by electronic mail and, if served personally or by electronic mail, shall be deemed
served on the date of service or sending of such electronic mail and, if served by post, shall be
deemed served on the date 48 (forty eight) hours after the date of posting. The parties email
addresses for purposes of this agreement are as follows:

You: __________@___.com:

Us: __________@___.com:

21. The headings to the clauses of this agreement are for reference purposes only and
do not form part of and shall not be read into the construction of this agreement.

22. No waiver of any term or condition of this agreement or any breach of this
agreement or any part of it shall be deemed a waiver of any other terms or conditions of this
agreement or of any later breach of this agreement or any part of it.

No person other than the parties hereto and their permitted assigns (and your lawful successors)
are intended to derive any benefit or have any right, entitlement or claim in relation to this
agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 save as otherwise
expressly stated herein.
23. We shall not have the right to assign this agreement and any of our rights and
obligations under it to any third party. You shall not assign this agreement without our prior
written consent.

24. The illegality and unenforceability of any part or parts of this agreement shall not
affect the legality or enforceability of the balance of this agreement.

25. Nothing contained in this agreement shall be deemed to have given rise to the
relationship of a partnership between the parties hereto.

26. This agreement shall be governed by and construed in accordance with the laws
of England and Wales, whose courts shall have exclusive jurisdiction.

If the above correctly reflects your understanding of the agreement between us then please sign
this letter and return it to us.

Yours sincerely

_________________

For and on behalf of


__________ Limited

Read and Agreed

____________