Master Agreement
AGREEMENT made this day of , 2008 by and between Sunset Records of
Springfield, Ohio (herein called "Company") and Artist (herein called "Seller").
Witness:
WHEREAS, Seller is the owner of a song and/or the copyright of a sound recording.
WHEREAS, Seller desires to grant permission to use the said song/recording to Company.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, it is agreed:
1. Seller, at or prior to the execution hereof, will furnish Company, at Seller's expense, with a copy of the aforesaid sound recording, in good condition, suitable to the purpose of manufacturing a top quality record.
2. Seller represents that it possesses all rights in, and the full and exclusive ownership of the said recording, including the musical and other performances embodied therein. Seller hereby grants permission for Company to duplicate said sound recording and the musical performances embodied therein for the following compilation cd:
__________Project Woman__________
3. Seller further represents and warrants:
a. It has the full right, power and authority to enter into and to perform this agreement, and it has not granted and it will not grant or attempt to grant to any other person, firm or corporation, rights of any kind inconsistent with the aforesaid grant and which rights would derogate from the rights granted to Company hereunder.
b. It has paid all costs incurred by reason of the manufacture of or creation of the said sound recording, including, but not limited to, musicians, singers, arrangements, copying and studio expenses, and all costs related to the creation and design of the package.
c. There is no claim or litigation pending or threatened involving the master recording or any part thereof.
d. Neither the sound recording nor any part thereof nor the exercise by any authorized party of any right granted to Company hereunder will violate or infringe upon the rights of any third party.
4. Seller agrees to supply Company, at or before the time of execution of this agreement, with a signed copy or a photostat of a signed copy of any agreement(s) covering the services of the artist(s) recorded in the sound recording which is the subject hereof.
5. Seller agrees to defend, indemnify and save Company and any of its licensees, agents and employees free and harmless against any and all claims, suits, liability, loss, damage, judgments, recoveries, cost and expense, including attorney's fees, which may be made or brought, paid or incurred by reason of any breach or claim of breach of Seller's covenants, warranties and representations hereunder. Company shall be entitled to designate the defense attorneys engaged in connection therewith.
6. Seller shall supply to Company, in writing, at or prior to execution hereof, the correct title of each recorded work embodied in the sound recording; the names of the author, composer and publisher thereof, together with any additional copyright information known to Seller.
7. As full compensation for the rights granted by Seller in the sound recording(s), Company agrees to the following:
Company is not obligated to pay out any monetary donations in respect of records given away for promotional purposes or sold at below stated wholesale prices to disc jockeys, record reviewers, radio and television stations and networks, motion picture companies, music publishers, Company employees or other customary recipients of promotional records.
8. Company agrees to pay all necessary reproduction and distribution costs, as well as all promotional costs encountered.
9. Payment of all monetary donations to be paid by Company hereunder shall be made twice yearly by June 30th, and December 31st, and shall be accompanied by a statement setting forth in reasonable detail the computation of such sums.
10. Company will take usual and customary steps to protect the copyright in the sound recordings, including the use of appropriate notices of copyright.
11. Seller grants Company non-exclusive rights to utilize said sound recording as follows:
a. The right to manufacture, sell, license, advertise or otherwise use or dispose of in any and all fields of use, records containing the performances embodied in the said sound recording upon such terms and conditions as Company shall desire or may agree.
b. The right to release, advertise and sell records produced from the said sound recording and to permit others to do so, under the trademark "Sunset Records" or under any trademark used thereon by Company in the United States of America, or under such other trademark or name as Company shall desire or may agree.
c. The right to use and allow others to use the name, likeness and biography of each artist whose performance is embodied in the said sound recording in connection with the advertising, publicizing or sale of records manufactured therefrom.
d. The right to perform publicly, or to permit the public performance, by means of radio broadcast or otherwise, or to refrain therefrom, of records manufactured from the sound recording.
12. Company represents its intention to promote the recordings embodied in the sound recording.
13. This agreement shall be construed only under the laws of the State of Ohio and it cannot be modified orally. If any part of this agreement shall be invalid or unenforceable it shall not affect the validity of the balance of this agreement. Seller subjects himself to the jurisdiction of the State of Ohio.
14. This agreement shall be binding and shall inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives and assigns, and represents the entire understanding between the parties.
15. For the purpose of this agreement, the term "record" shall mean any disc record of any speed, or any other device or contrivance for the reproduction of sound of any type, character, or description, whether now or hereafter known, which device or contrivance is intended for retail sale to the public.
16. Seller agrees that it enters into this contract with all knowledge of its terms, freely and voluntarily, and with a complete understanding of all the consequences it brings.
17. Mediation-Arbitration Clause:
If a dispute shall arise under the terms of this agreement, the party claiming the dispute shall have 30 days to notify the other party. The party not claiming the dispute shall have 30 days to remedy the dispute. In the event that the dispute is not remedied within this time period, then any party at their option shall have 10 days to submit the dispute to mediation. If mediation is not successful in resolving the entire dispute, any outstanding issues shall be submitted to final and binding arbitration in accordance with the rules of that program. If such services are not available, the dispute shall be submitted to arbitration in accordance with the laws of the State of Ohio. The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof.
In witness whereof, the parties hereto have entered into this agreement the day and year first above written.
Troy Cromwell (Sunset Records)
Company Seller
Schedule A
Pursuant to paragraph 6 of this contract, Company agrees to pay monetary donations to specified charities and organizations. Approved by Seller, according to the following schedule:
For the first 1000 units sold:
$_4.00_ per unit sold
For units sold over 1000 but under 5000:
$_4.75_ per unit sold
For units sold over 5000:
$_5.50_ per unit sold
Seller may purchase records from Company for resale at live performances by Seller. As of the date of this agreement, Company's discounted price of such records sold to Seller shall be $_5.00_ for compact discs. In the event that the suggested retail price of this album changes, this discounted price shall be revised to reflect a proportional percentage increase or decrease. Company will not make monetary donations on said discounted records sold to Seller.
Exhibit A
This Master Agreement allows the Company the right therein to duplicate/repliacte, promote, and make available for sale the composition performed by Seller, which is listed below:
Title:
1.
Exhibit B
For the purposes of this contract, all monetary donations shall be made payable to:
_______Project Woman_____________
and shall be sent to the following address:
________1316 East High St.__________
________Springfield, Ohio 45505_____
Exhibit C
Company agrees to perform the following promotional activities, at no cost or obligation to Seller:
Company will mail a minimum of _50_ copies of the recording to radio stations
Company will reserve at least _50_ additional copies of the recording for promotional purposes
Company will supply Seller with _3_ copies for personal discography.
Company will announce the release of the album on __March 08, 2008__ and make sound and graphics files available for computer users to download.
This is the actual contract we will need signed prior to production by each artist:
After you've read through and understand this agreement, please fill out all open text boxes with your information. Once you are finished, click the submit button, this will act as an electronic signature. After all submisions have been received and approved, we will send you an email outlining the information for your records. If you have any questions or concerns regarding any part of this agreement, please contact us so we can discuss making appropriate changes. Thank you!!!
After filling out all of your information above, by clicking submit you are hereby agreeing to any and all terms listed within the Master Agreement
