The following exclusive recording / record contract outlines the relationship between an artist and a record company. This agreement and contract is being provided as a sample and example for information and research purposes only, however it is a valid legal contract and agreement. Always consult an Attorney or Lawyer. This Agreement can apply in most states however is structured for Arizona. With modification this agreement could be used for California, New York, Florida, Nevada and others. Help improve this agreement by leaving a comment.
AGREEMENT mad and entered into as of this ___ day of _______________, ________ by and between _______________ ("Label") and _______________("Artist") whose address is:_________________________.
1.01. (a) The term of this agreement and the initial Contract Period will begin on the date first written above.
(b) Each Contract Period of the term will end, unless extended as provided herein, five (5) months after Label's United States retail street date for the last Master Recording Delivered by Artist in fulfillment of Artist's Recording Commitment for that Contract Period under paragraph 3.01 below. Notwithstanding the foregoing, but subject to the other provision of this Agreement, no Contract Period will end prior to the date ten (10) months after the date of commencement of such Period.
1.02. Artist grant Label five (5) separate, consecutive and irrevocable options to extend the term for additional Contract Periods ("Option Periods") on the same terms and conditions, except as otherwise expressly provided in this Agreement. Each of those options shall be exercised by Label, it at all, by notice to Artist not later than the expiration date of the Contract Period, which is then in effect (the "current Contract Period"). Each Option Period for which Label exercises its option will begin immediately after the end of the then-current Contract Period (or, if Label so advises Artist in its exercise notice, such Contract Period will begin on the date of such exercise notice.
1.03. Notwithstanding anything to the contrary contained herein, in the event that Label does not, prior to the expiration date of the current Contract Period, exercise it's option for an Option Period, the term of the current Contract Period shall, subject to the following provisions hereof, continue, unless Label notifies Artist to the contrary. However, Artist shall at any time after the expiration date of the current Contract Period, have the right to send Label written notice (hereinafter "Termination Request") of Artist's desire that the current Contract Period and the term of this Agreement shall terminate unless Label shall, within ten (10) days after its receipt of such Termination Request (hereinafter "10-day Period"), exercise the Option Period. If label does not, prior to the end of such 10-day Period, exercise its option for the applicable Option Period, the current Contract Period and the term of this Agreement shall expire as of the eleventh (11th) day after receipt of Artist's Termination Request. If Label shall, prior to the expiration of the current Contract Period (or such 10-day Period, as applicable) exercise the Option Period, then the Option Period shall commence and the current Contract Period shall expire, both upon the later of (i) the expiration date of the then current Contract Period, or (ii) the date of Label's such notice to Artist exercising the Option Period.
2.01. During the term of this Agreement Artist will render services as a performing artist for the purpose of making Master Recordings for Label, Artist will cause those Recordings to be produced and Artist will Deliver the Recordings to Label, as provided in this Agreement.
2.02 (a) Artist's obligations will include furnishing the services of the producers of those Master Recordings and you will be solely responsible for engaging and paying them. (Producers of Master Recordings hereunder are referred to herein as "Producers.")
(b) If Label, instead engages Producers for any of those Master Recordings, or if the Producers of any such Recordings are regularly employed on Label's staff or render their services under contract with Label, Artist's royalty account and the production budget for the recording project concerned will be charged with a Recording Cost item in the amount of the fee concerned and / or advance payable to such Producer(s) pursuant to their agreement with Label and Artist's royalty on Phonograph Records made from those Recordings under Articles 9 and 10 will be reduced by the amount of the royalty payable to such Producer(s) pursuant to their agreement with Label. This subparagraph (b) will not apply unless you have consented to the engagement of the Producer concerned, or the assignment of the staff or contract Producer concerned, to the recording project.
(c) Label will accept letters of direction irrevocably authorizing Label to pay and account to the Producer of Master Recordings Delivered in satisfaction of Artist's Recording Commitment on your behalf, in the form of Exhibit B attached to this Agreement, subject to the following:
(1) The total Producing Royalty (as defined in Exhibit B) pursuant to such letters of direction shall not, without Label's prior written consent, exceed three percent (3%) per Album.
(2) The total Producing Royalty pursuant to such letters of direction will be deducted from all monies payable or becoming payable to you under this Agreement; and
(3) The total advances to such Producers will in no way increase Label's obligations to Artist under Article 6.
3. RECORDING COMMITMENT
3.01. During the initial Contract Period, artist will Deliver two Commitment Albums required to be Delivered during such Contract Period. Artist will deliver the first such Commitment Album within the first six (6) months and Artist will Deliver the second commitment Album (subject to Label's rights to terminate the term pursuant to clause 3.04 hereof) required to be Delivered during such Contract Period to Label not earlier than ten (10) months and not later than thirteen (13) months after the earlier of the date when Artist Delivered the first Commitment Album or the date on which the first Commitment Album was required to have been Delivered hereunder. During each Option Period, Artist will perform for the recording of Master Recordings sufficient to constitute one Label (the "Option Recording Commitment"). The initial Recording Commitment and the Option Recording Commitment are sometimes collectively referred to herein as the "Recording Commitment." Each Album required to be recorded and Delivered by you hereunder is herein sometimes referred to as a "Commitment Album."
3.02. Artist will fulfill the Recording Commitment for each option Period within the first six (6) months of the Contract Period.
3.03. Each Commitment Album (or other group of master Recordings) Delivered to Label will consist entirely of Master Recordings made in the course of the same Album (or other) recording project, unless Label consents otherwise. Label may withhold that consent in its unrestricted discretion.
3.04. In the event that the first Commitment Album sells less than two hundred thousand (200,000) copies in the United States (as measured by Soundscan) in the first nine (9) months after the initial release of the same in the United States ("the Opt-Out Date") then Label shall have the right, at any time within ninety (90) days after the Opt-Out date, to terminate ht term of this Agreement by written notice to Artist, in which case all parties will be deemed to have fulfilled all of their obligations under this Agreement save for those obligations which are expressed to survive there termination of the term (e.g., warranties, rerecording restrictions and royalty payment, accounting and audit rights). In no event shall Label be obliged to pay any recording Costs or other Advances in connection with the second Album of the Recording Commitment prior to the last day that it may terminate the term of this agreement pursuant to this clause 3.04.
4. RECORDING PROCEDURE
4.01. Artist will follow the procedure set forth below in conection with Master Recordings made hereunder:
(a) Except as expressly noted otherwise in this Agreement, prior to the commencement of recording in each instance, Artist and Label shall mutually approve each of the following; provided, however in the event Artist and Label shall not be able to reach an agreement, Label's decision shall be final:
(1) Selection of Producer(s).
(2) Selection of material, including the number of Compositions to be recorded provided that, in the event that Artist and label cannot agree, Label shall have the right to choose two Controlled Compositions from demos delivered by Artists. Artist will advise Label of the content of each medley before it is recorded. Unless Artist is solely an instrumentalist, no Master Recording made hereunder shall embody solely an instrumental Performance. Label will have the right to disapprove and reject any material which in Label's reasonable, good faith opinion, is patently offensive, constitutes an obscenity, violates any law, infringes or violates the rights of any Person, or which might subject Label to liability or unfavorable regulatory action. Artist shall not record a Multiple Record Set without Label's consent, which may be withheld for any reason.
(3) Selection of dates of recording and studios where recording is to take place, including the cost of recording at such studios. Artist shall not begin recording any Commitment Album within five (5) months after the Delivery of the prior Commitment Album. Label may disapprove a studio if it is not a first-class recording studio, if its use would be inconsistent with any of Label's union agreements, if Label anticipates that its use would cause labor or other difficulties, or if Label anticipates that its use would require expenditures inconsistent with the approved recording budget, and not any other reason. Other than in respect of the demos to be recorded in the initial Contract Period, the scheduling and booking of all studio time will be done by Label, in accordance with your request sand the approved recording budget.
(4) A proposed budget (which you will submit to Label sufficiently in advance of the planned commencement of recording to give Label a reasonable time to review and approve or disapprove it at least fourteen (14) days before the planned commencement of recording). A recording budget (inclusive of Producer advances and / or fees) for any Commitment Album that does not exceed eighty percent (80%) of the amount of the (applicable minimum [in the case of the second Option Album onwards]) Recording Fund prescribed in paragraph 6.02 will not be disapproved by reason of its overall amount.
(b) Artist shall notify the appropriate Local of the American Federation of Musicians in advance of each recording session.
(c) In connection with the requirements of the U.S. Immigration Law, Artist shall not engage or permit the engagement of any Person to perform services with respect to any Master Recording unless and until Artist has cause such Person to properly complete an INS Form I-9, Artist has executed, completed and signed the employer verification section thereof, Artist has attached copies of documents verifying employment eligibility, and Artist has delivered same to Label with respect to each such Person with seventy-two (72) house after the applicable Person first renders services with respce to Master Recordings hereunder. Artist will comply with any revised or alternative employment verification procedure of which Label advise you in the future.
(d) As and when required by Label, Artist shall allow Label's representatives to attend any or all recording sessions hereunder at Label's expense. (Those expenses will not be recoupable as Recording Costs.)
(e) Artist shall timely supply Label with all of the information it needs in order to make payments due in connection with such Recordings; to comply with any other obligations Label may have in connection with the making of such Master Recordings; and to prepare to release Phonograph Records derived from such Master Recordings. Without limiting the generality of the preceding sentence:
(1) Artist shall furnish Label with all information it requires to comply with its obligations under its union agreements, including, without limitation, the following:
(i) If a session is held to record new tracks intended to be mixed with existing tracks (and if such information is requested by the American Federation of Musicians), the dates and places of the prior sessions at which such existing tracks were made, and the AFM Phonograph Recording Contract (Form "B") number(s) covering such sessions;
(ii) Each change of title of any Composition listed in an AFM Phonograph Recording Contract (Form "B"); and
(iii) A listing of all the musical sections contained in Recordings Delivered to Label hereunder; and
(2) You will deliver to Label all AFM or AFTRA session reports, tax withholdings forms, and other documentation required by Label within seventy-two (72) hours after each recording session hereunder so that Label may timely make all required union payments to the session musicians and other employees concerned, if any.
(f) Artist shall deliver to Label fully mixed, edited, and unequalized and equalized Master Recordings (including but not limited to a final two-track equalized tape copy), which are technically and commercially satisfactory to Label for the production, manufacture and sale of Phonograph Records in accordance with paragraph 14.09, all original and duplicate Master Recordings of the material recorded, together with all necessary licenses and permissions, including, without limitation, those relating to all samples, if any, interpolated int eh Master Recordings, and all materials reasonably required to be furnished by Artist to Label for use in the packaging and marketing of the Records, including, without limitation, complete and accurate label copy and liner note information. Each Master Recording will be clearly marked to identify Artist as the recording artist, and to show the title(s) of the Composition(s) and recording date(s).
(g) Artist shall comply with Label's policies with respect to samples, and Artist hereby warrants and represents that all information supplied by Artist to Label in that regard is and shall be complete and correct. As of the date hereof, Label's policies with respect to all samples embodied in any Master Recording (including remixes of Master Recordings, regardless of whether such remixes will be commercially released) are as follows:
(1) Prior to Label's authorization of pre-mastering (e.g., equalization and the making of reference dubs or the equivalent thereof in the applicable configurations) for a particular set of Master Recordings hereunder, you shall deliver the following to Label for the applicable set of Master Recordings:
(i) A detailed list of any and all samples embodiesd in each Master Recording;
(ii) A written clearance or license for the perpetual, nonrestrictive use of each such sample interpolated in each Master Recording in any and all media from the copyright holder(s) of the Master Recording and the Composition sampled; and
(iii) Any and all necessary information pertaining to credit copy required by the copyright holder(s) of each sample interpolated in each Master Recording.
(2) No Master Recording will be scheduled for release and no Master Recording shall be deemed to be Delivered to Label hereunder (and no Advances due on Delivery, if any, will be paid) until such written sample clearances (including credit copy, if any) have been obtained and approved by Label.
(3) If any such sample clearance provides for an advance, a flat-fee "roll-over" payment and / or a royalty payment for Net sales of the applicable Master Recording and Artist's record royalty account hereunder is in an unrecouped position a the time such royalties are due, then, notwithstanding anything to the contrary contained herein, Artist shall be solely responsible for making, and shall make, such payment(s) to the applicable Person promptly upon receipt form Label of such Person's accounting statement thereof. If Label makes any such payment(s), such payment(s) will constitute an Advance and will be recoupable from all monies becoming payable by Label to you under this Agreement.
4.02. No Composition previously recorded by you will be recorded under this Agreement, unless approved by Label in writing. No "live" Recording, solely instrumental Recording, Joint Recording, or Recording not made in full compliance witht his Agreement will apply in fulfillment of your Recording Commitment, nor will Label be required to make any payments in connection with any such Recording except any royalties which may become due under this Agreement if the Recording is released by Label. No Recording shall be made by unauthorized dubbing or sampling.
4.03. Nothing in this Agreement shall obligate Label to continue or permit the continuation of any recording session or project, even if previously approved hereunder, if Label reasonably anticipates that the Recording Costs will exceed those specified in the approved budget or that the Recordings being produced will not be technically and commercially satisfactory to Label for the production, manufacture, and sale of Phonograph Records.
4.04. Artist will not be required to perform together with any other royalty artist without Artist's consent, which may be withheld for any reason.
5. RECOUPABLE AND REIMBURSABLE COSTS
5.01. Label will pay all union scale payments required to be made to Artist in connection with Recordings made hereunder, all costs of instrumental, vocal and other personnel specifically approved by Label for the recording of such Master Recordings, and all other amounts required to be paid by Label pursuant to any applicable law or any collective bargaining agreement between Label and any union representing Persons who render service s in connection with such Master Recordings. If Label incurs any penalties for late payments caused by Artist's delay in submitting union contract forms, invoices or other similar forms, Artist will promptly reimburse Label for same upon demand, and without limiting Label's other rights remedies, Label may deduct an amount equal to all such penalties form all monies otherwise becoming payable by Label to Artist under this Agreement. Notwithstanding eh foregoing, Artist agrees that the Advances hereunder include the prepayment of session union scale to Artist as provided in the applicable union codes, and Artist agrees to complete any documentation required by the applicable union to implement this sentence. (Union contracts will be filed and supplied to Label and pension benefits will be paid on Artist's behalf by Label which payments shall be an Advance.)
5.02. (a) All Recording Costs will constitute Advances. Any Recording Costs in excess of the budget initially established under section 4.01(a)(4) or other amount approved in writing by Label, and all Special Packaging Costs, will be Artist's sole responsibility and will be paid by Artist promptly (or reimbursed by Artist if paid by Label). Those amounts will also be recoupable form all monies becoming payable by Label to you under this Agreement or "any other agreement" (as such phrase is defined in subparagraph 14.01(a)) to the extent to which they have not actually been paid or reimbursed as provided in the preceding sentence. Subject to subparagraph 14.01(b) below, all costs incurred by Label in connection with the production or acquisition of rights in Covered Videos, and all direct expenses paid or incurred by Label in connection with independent promotion of Recordings of Artist's Performances (i.e., promotion by Persons other than regular employees of Label, will constitute Advances.
(b) The amounts applicable to any Joint Recording, which are payable by you or chargeable against your royalties under this paragraph 5.02, will be computed by apportionment as provided in paragraph 10.01.
(c) Payments to the AFM Special Payments Fund and the Music Performance Trust Fund based upon Record sales (so-called per-record royalties) will not be recoupable from your royalties or reimbursable by you. With respect to the preparation of a lacquer, copper, or equivalent master from a fully mixed, edited, and equalized master tape, an amount equal to the normal engineering charges which would reasonably be incurred in connection with the production of such a master on a real time basis at Label's studios (or other studios designated by Label) will be included in the calculation of Recording Costs, and all costs in excess of those normal engineering charges will be included in that calculation.
6. ADDITIONAL ADVANCES
6.01. All monies paid by Label to Artist during the term of this Agreement and paid to Artist prior to the execution of this Agreement as specified in Exhibit "B" and Exhibit "C", except royalties paid pursuant to Articles 9, 10, and 12, will constitute Advances. Each payment (except such royalties) made by Label during the term to anyone else on Artist's behalf will also constitute an Advance if it is made with your knowledge, if it is required by law, or if it is made by Label to satisfy an obligation incurred by you in connection with the subject matter of this Agreement.
6.02. (a) In connection with the Commitment in the initial Contract Period and each Commitment Album, Label will pay you an Advance in the amount by which the applicable sum indicated below ("Recording Fund") exceeds the Recording Costs (including anticipated costs not yet paid or billed) for such Commitment Album:
(1) The amount of the Recording Fund for the first commitment Album shall be one hundred thousand dollars $100,000. The amount of the Recording Fund for each Commitment Album (other than the First Album) Delivered hereunder will be two-thirds of whichever of the following amounts is less (subject to section 6.02(a)(2) below):
(i) the net amount of the royalties credited to your account on Net Sales Through Normal Retail Channels in the United States of the Commitment Album released most recently before the Delivery of the commitment Album concerned (the "Prior Album"), as determined by Label from its most recent monthly trial balance accounting statement as of the date six (6) months after the initial United States release of the Prior Album, after deduction of reasonable (as determined by reference to Soundscan sales reports) reserves for returns and credits; or (ii) the average of the amounts of such royalties on the two (2) Prior Albums.
(2) No such Recording Fund will be more than applicable maximum or less than the applicable minimum amount prescribed below:
(i) the second Commitment Album Delivered in the initial Contract Period:
(ii) Commitment Album Delivered in the first Option Period:
(ii) Commitment Album Delivered in the second Option Period:
(ii) Commitment Album Delivered in the third Option Period:
(ii) Commitment Album Delivered in the fourth Option Period:
(ii) Commitment Album Delivered in the fifth Option Period:
(b) Each such Advance will be reduced by the amount of any reasonably anticipated costs of mastering, re-mastering, remixing and / or "sweetening"; any such anticipated costs that are deducted but not incurred will be remitted promptly to Artist. If any Commitment Album is not Delivered within ninety (90) days after the end of the time prescribed in Article 3 (the "Determination Date"), the Recording Fund for that Album will be reduced by five percent (5%) for each thirty (30) day period (or fraction thereof) occurring subsequent to the Determination Date and prior to the Delivery of such Album; provided, however, that in no even shall the Recording Fund for said Album be reduced to an amount less than the actual and approved Recording Costs for said Album.
(c) (1) Following the execution of this Agreemetn and the commencement of its term Label will pay Artist the sum of Forty Thousand dollars ($40,000) ("the Initial Sum"). In addition, Label shall pay Artist Three Thousand dollars ($3,000) per month for a period of six (6) months commencing on the first day of the month four (4) months after the date of commencement of this Agreement.
(2) The Advance for each subsequent Commitment Album will be made by payment to you of:
(i) fifteen percent (15%) of the minimum Recording Fund for the Album in question, following the commencement of recording of the Album concerned; and
(ii) the balance, if any, of the Advance, within thirty (30) days after the Delivery to Label of the Commitment Album concerned.
6.03. (a) A "qualifying Recompilation Album," in this paragraph 6.03, means a Recompilation Album consisting of: (1) Master Recordings made under this Agreement and previously released in different Album combinations; and (2) new Master Recordings made hereunder of at least two (2) new Compositions, made expressly for initial release in that Recompilation Album and not applicable in reduction of your Recording Commitment. Artist shall Deliver the two (2) new Master Recordings made under this Agreement to Label within sixty (60) days after Label's request therefor.
(b) Promptly after Label's release of a qualifying Recompilation Album on Top-Line Records for Sales Through Normal Retail Channels in the United States during the term hereof, Label will pay Artist an Advance in the amount by which seventy thousand dollars ($70,000) exceeds the Recording Costs for the new Recordings referred to in section (2) of subparagraph 6.03(a). (No other Advance will be payable in connection with thos Recordings.) Each such Advance will be reduced as provided in subparagraph 6.02(b). If Artist's royalty account is in an unrecouped position (i.e., if the aggregate of the Advances and other recoupable items charged to that account at the time of payment of that Advance exceeds the aggregate of the royalties credited to that account at the end of the last semiannual royalty accounting period), the Advance payble under the first sentence of this subparagraph will be reduced by the amount of the unrecouped balance; provided, however, in any event, Label shall pay Recording Costs in connection with each new Master Recording in an amount not in excess of a recording budget approved in accordance with eh provisions of section 4.01(a)(4).
6.04. (a) Label guarantees to pay annual compensation ("Annual Payments") to Artist (as hereinafter defined) during each of the first seven (7) "Fiscal Years" (as hereinafter defined) of such amounts as are set forth in sections (1), (2), and (3) below. Artist hereby agrees to accept all such Annual Payments. As used in this paragraph, "Fiscal Year" shall mean each consecutive twelve (12) month period during which this Agreement is in effect, commencing with the date of commencement of the term of this Agreement. At least thirty (30) days before the end of each Fiscal Year, Artist shall notify Label in writing if Artist has not received compensation equal to the Annual Payment for such Fiscal Year and the amount of the deficiency, and label will pay Artist the amount of the deficiency.
(1) Nine Thousand Dollars ($9,000) for the first Fiscal Year of this Agreement.
(2) Twelve Thousand Dollars ($12,000) for the second Fiscal Year of this Agreement; and
(3) Fifteen Thousand Dollars ($15,000) for each of the third through seventh Fiscal Years of this Agreement.
(b) Artist hereby warrants and represents that all payments made to Artist under this Agreement during each Fiscal Year will be distributed to Artist. Artist hereby acknowledges that the Appropriate Share to which Artist is entitled pursuant to the foregoing shall be deemed received by Artist for purposes of California Civil Code Section 3423.
(c) If in any Fiscal Year the aggregate amount of the compensation (other than Mechanical Royalties) paid to Artist under this Agreement exceeds the Annual Payments due to Artist, such excess compensation shall apply to reduce the Annual Payments due to Artist for any subsequent Fiscal Years.
(d) Each Annual Payment shall be due on or before the last business day of the Fiscal Year to which it applies; provided that if this Agreement expires or terminates prior to the end of a particular Fiscal Year, the applicable Annual Payment to Artist shall be reduced proportionately, or shall be such greater amount, if any, as is required pursuant to California Civil Code Section 3423. any failure by Label to make an Annual Payment will not constitute a material breach of this Agreement.
(e) Label shall have the right to pay Artist at any time any additional amounts, which may be required to be paid as a condition to Label's petitioning for an injunction pursuant to Section 526 of the California Code of Civil Procedure and Section 3423 (5th) of the California Civil Code ("Additional Payments"). Artist hereby agrees to accept any and all such Additional Payments. The Appropriate Share of all compensation (other than Mechanical Royalties) paid to Artist hereunder which is not applied to the Annual Payments theretofore due the Applicable Members will be credited toward satisfying the obligation to make Additional Payments as a prerequisite to seeking injunctive relief hereunder. If Label actually makes any Additional Payments and thereafter elects not to seek such injunction, such Additional Payments shall constitute Advances hereunder.
(f) Each Annual Payment and Additional Payment, if any, will constitute an Advance and will be applied in reduction of any and all monies (other than Mechanical Royalties) due or becoming due Artist under this Agreement. Notwithstanding anything to the contrary contained herein, whenever in this Agreement Label has the right to deduct excess expenditures (including, without limitation, excess Recording Costs, Mechanical Royalties and Special Packaging Costs) from any and all monies otherwise due or becoming due Artist under this Agreement, Label's such right shall not extend to deducting such excess expenditures from any Annual Payments or Additional Payments.
7. RIGHTS IN RECORDINGS
7.01. All Master Recordings made or furnished to Label (including the Prior Recordings as hereafter defined) by you under this Agreement or during its term from the Inception of Recording, and all matrices and Phonograph Records manufactured from them, together with the Performances embodies on them, all Covered Videos, and all artwork created for use in connection with the Phonograph Records hereunder ("Artwork") as well as all Web Site Material and ECD Material shall be the sole property of Label, free from any claims by you or any other Person; and Label shall have the exclusive right to copyright those Master Recordings, Covered Videos, Artwork, Web Site Material and ECD Material in its name as the author and owner of them and to secure any and all renewals and extensions of such copyright throughout the world. In connection therewith Artist hereby acknowledges that each Master Recording made or furnished to Label by Artist under this Agreement or during its term, from the Inception of Recording, each Covered Video made hereunder, all Artwork, Web Site Material and ECD Material are works made for hire for Label in that (a) it is prepared within the scope of Label's employment of Artist hereunder and / or (b) it constitutes a work specifically ordered by Label for use as a contribution to a collective work. Even if the Master Recordings are found not to be works made for hire, Artist transfers and assigns the rights in said Master Recordings to Label by this Agreement. To the extent, if any, that Artist may be deemed an "author" of any such Master Recordings, Covered Videos, Artwork, Web Site Material or ECD Material Artist hereby grants to Label a power of attorney, irrevocable and coupled with an interest, for Artist and in Artist's name, to apply for and obtain, and on obtaining same, to assign to Label all such copyrights and renewals and extensions thereof. Artist will execute and deliver to Label such instruments of transfer and other documents regarding the rights of Label in the Master Recordings, Covered Videos, Artwork, Web Site Material and ECD Material subject to this Agreement as Label may reasonably request to carry out for the purposes of this Agreement, and Label may sign such documents in Artist's name and make appropriate disposition of them. Label will give Artist ten (10) days notice before signing any document in Artist's name. Label may dispense with that waiting period when necessary, in Label's judgment, to protect or enforce its rights, but Label will notify Artist in each instance when it has done so. Label will not be required to notify Artist before signing applications for copyright and / or short form assignments of rights granted in this Agreement for recordation in the Copyright Office. All Artwork, Web Site Material and ECD Material shall contain all such, trademarks, trade names, information, logos and other items, as Label customarily includes on such Artwork or Web Site Material and ECD Material including, without limitation, so-called watermarks, metadata, and hyperlinks to Artist Domain Names and other URLs.
7.02. Without limiting the generality of the foregoing, Label and any Person authorized by Label shall have the unlimited, exclusive rights, throughout the world: (a) to manufacture and or distribute Phonograph Records in any form and by any method now or hereafter known, derived from the Master Recordings and Covered Videos made or Delivered under this Agreement or during its term; (b) to sell, lease, rent, transmit, import, export, transfer or otherwise deal in or dispose of the same under any trademarks, trade names and labels, or to refrain from such manufacture, sale and declaring; (c) to reproduce, adapt, and otherwise use those Master Recordings, Covered Videos, Website Material and ECD Material in any medium and in any manner, including but not limited to use in audiovisual works; and (d) to publicly perform such Master Recordings, Web Site Material and ECD Material and Covered Videos and to permit the public performance thereof.
7.03. You hereby irrevocably authorize, empower, and appoint Label your true and lawful attorney (a) to initiate and compromise any valid claim or action against infringers of Label's rights with respect to Covered Videos, Master Recordings and Artwork made under this Agreement or otherwise furnished to Label by you; and (b) to execute in Artist's name any and all documents and / or instruments necessary or desirable to accomplish the foregoing. Label will give you ten (10) day s notice before signing any such document in your name. The power of attorney granted under this paragraph 7.03 is coupled with an interest and is irrevocable.
7.04. Label will have th right to conduct a trademark search with respect to the name "Krista Graham" and to register such trademark in Artist's name with each applicable trademark authority. Artist will execute and deliver to Label those documents regarding such name as Label may reasonably request to carry out any trademark search and registration. Notwithstanding the foregoing, Label may sign those documents in Artist's name and make appropriate disposition of them. Label will give Artist ten (10) days notice before signing any such document in Artist's name. All costs paid or incurred by Label in connection with any trademark search or registration under this Agreement will constitute Advances.
8.01. (a) Label and its Licensees shall have the perpetual and exclusive rights during the term of this Agreement (and the nonexclusive rights thereafter) throughout the world and may grant to others the rights:
(1) to use the names, portraits, pictures and likenesses of Artist and Producer(s) and all other Persons performing services in connection with Master Recordings and Covered Videos made under this Agreement (including, without limitation, all past, present or future legal, profession, group, and other assumed or fictitious names used by Artist or Producer(s)), and biographical material concerning Artist or Producer(s), as news or information, for the purposes of trade, or for advertising purposes, in any manner and in any medium in connection with the marketing and exploitation fo Phonograph Records and covered Videos hereunder, including on Web Sites (including Artist Web Sites) and Label's institutional advertising (i.e., advertising designed to create good will and prestige and not for the purpose of selling any specific product or service; and
(2) to reproduce Artist's names, portraits, pictures and likenesses (including, without limitation, all past, present or future legal, professional, group, and other assumed or fictitious names used by you) (collectively "artist's Name and Likeness") on promotional merchandise (i.e., merchandise not intended for resale to consumers) of any kind, without payment of additional compensation to Artist or any other Person, in connection with the marketing and exploitation of Phonograph Records and Covered Videos hereunder, Label's institutional advertising and Artist's career; and
(3) to create, host and / or maintain any Web Sites which incorporate Artist's name, likeness or any Master Recordings and Covered Videos or Artwork.
(b) During the term of this Agreement, Artist shall not authorize any Person other than Label to use the Artist's Name and Likeness in connection with the advertising or sale of:
(1) Phonograph Records; or
(2) Blank recording tape or tape recording equipment, other than professional tape or equipment not intended for resale to consumers.
(c) Save as otherwise set forth herein during the term of this Agreement neither Artist nor any Person deriving rights from Artist will use, authorize any person other than Label and its Licensees to create, host and / or maintain any Web Sites which incorporate Artist's name, likeness, or any Master Recordings, Covered Videos or Artwork.
8.02. (a) Artist will cooperate with Label, as it reasonably requests, in making photographs and preparing other materials for use in promoting and publicizing Artist, the Recordings and covered Videos made under this Agreement, at Label's expense and subject to Artist's prior professional commitments.
(b) Label will make available to you for your approval, at its offices, any pictures of Artist or biographical material about Artist that it proposes to use for packaging, advertising or publicity in the United States during the term of this Agreement. Label will not use any such material which Artist disapproves in writing, provided Artist furnishes substitute material, satisfactory to Label in its sole discretion, in time for Label's use within its production and release schedules. If Artist objects to any previously approved likeness (other than any likeness embodied in Covered Videos or on the packaging for nay Record hereunder) or biographical material and provide Label with replacements therefor which are approved by Label, Label shall not make any new use of those likenesses and biographical material to which Artist has objected. No inadvertent failure to comply with this paragraph will constitute a breach of this Agreement, and Artist will not be entitled to injunctive relief to restrain the continuing use of any material used in contravention of this paragraph. Notwithstanding the foregoing, upon receipt by Label of notice from Artist specifying its failure to comply with the provisions of this subparagraph 8.02(b), Label will use its reasonable efforts to prospectively cure such failure, it being understood that Label shall have no obligation to recall any material used in contravention of this subparagraph 8.02(b).
8.03. During the term of this Agreement, in respect of Records, other than Audio-visual Records, manufactured for sale in the United States, Label maintains the right, without Artist's consent and notwithstanding anything in Article 9 to:
(a) initially release any Commitment Album under any Record label other than a label then used by Label for Recordings of Performances by Label's best selling artists in Artist's genre then under exclusive term contract to Label;
(b) release "live" recordings originally recorded in the form of "cybercasts" or "streaming audio" except in connection with artist Web Sites "live" Records and Electronic Transmissions other than "digital downloads;"
(c) Sell Album format Records derived from any Master Recording made or furnished under this Agreement as "cut-outs" within eighteen (18) months, as Mid-price Records within twelve (12) months, and as Budget Records within eighteen (18) months, after the initial release of the Master Recording concerned on Phonograph Records in the United States. Sales as "cut-out," Mid-price or at Budget during the relevant restriction period shall not be a breach of this agreement provided that royalty in respect of such sale is accounted at the full applicable rate and shall count towards any escalation or fund calculation where the sale would have counted had it been at "full" price at the relevant time; or
(d) edit otherwise than for radio or technical (configuration) purposes any Master Recording deliver by Artist.
8.04. Label maintains the right to release Master Recordings made under this Agreement on "Premium Records" without Artist's consent and notwithstanding anything in Article 9. (A "Premium Record" is a Record produced for use in promoting the sale of merchandise other than Phonograph Records.)
8.05. Label maintains the right to release to release "outtakes" of Phonograph Records without Artist's consent. ("Outtakes" are preliminary, unfinished, or alternate versions of Master Recordings made under this Agreement.)
8.06. (a) Provided Artist has fulfilled all of Artist's material obligations under this Agreement, Label will release each Commitment Album Delivered hereunder in the United States within five (5) months after Artist's Delivery to Label of such Album. If Label fails to do so Artist's sole remedy shall be the right to notify Label, within three (3) months after the end of the five (5) month period concerned, that Artist intends to terminate the term of this Agreement unless Label releases such Album within three (3) months after Label's receipt of your notice (the "Cure Period"). If Label fails to release such Album before the end of the Cure Period, Artist may terminate the term of this Agreement by giving Label notice within sixty (60) days after the end of the Cure Period. On receipt by Label of Artist's termination notice there term of this Agreement will end and all parties will be deemed to have fulfilled all of tier obligations under it except those obligations which survive the end fo the term (e.g., warranties, rerecording restrictions, audit rights and obligation to account and pay royalties). If Artist fails to give Label either those notices within the period specified, Artist's right to terminate will lapse.
(b) (1) Provided Artist has fulfilled all of Artist's material obligations under this Agreement, Label will release each Commitment Album Delivered hereunder which has been listed among the first fifty (5) Albums in the principal weekly chart of best-selling Albums in the United Stats published in Billboard Magazine (i.e., currently "The Billboard 200") in the following territories ("Release Territories") within five 95) months after the initial commercial release of such Album in the United States (the Foreign Release Date"):
(ii) United Kingdom
This section (1) will not apply in any Release Territory for which Artist has not fully complied with Artist's obligations to grant or obtain licenses for the use of the Compositions concerned (Controlled or otherwise) in accordance with Article 12, or if Artist has failed to furnish Label with any other authorization or documentation required for release there without additional expense or liability.
(2) If Label fails to comply with section 8.06(b)(1) in any Release Territory, your sole remedy shall be to notify Label, within sixty (60) days after the Foreign Release Date concerned, that you intend to invoke this section 8.06(b)(2) if Label does not release such Album in that Release Territory within the Curer Period. If Label fails to do so Artist will have the right (“Outside License Option”) to require Label to enter into an agreement with a licensee designated by Artist and approved by Label, who is actually engaged in the business of manufacturing and distributing Phonograph Records in that Release Territory, authorizing the licensee to manufacture and distribute Records derived form the Recordings comprised in that Album in that Release Territory. Artist may exercise Artist’s Outside License Option by giving Label notice within sixty (60) days after the end of the Cure Period. If Artist fails to give Label either of those notices within the period specified, Artist’s rights under this subparagraph will lapse.