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Record Producer Agreement


When to Use This Document:
This is a full-fledged, long form producer's agreement, to be entered into by a producer who will be creating a
commercially released master recording(s) and an artist or a record label.
Why this can be a critical document:
Choosing a producer and negotiating their percentage points and future rights is an important decision for an artist at any
stage of the game. Generally, the artist is responsible for hiring the producer, even when a record label is involved on
behalf of the artist in terms of budgets and negotiations. Recordlabels may also use this form for that reason.

________________________________________________
1A.PROVISION REGARDING ARTIST'S MINORITY STATUS
PRODUCER'SAGREEMENT
Agreement made as of this ____ day of _______ 20___ between _______________________ ("you"),
c/o ___________________________ _________________________ and
_________________________________ (hereinafter "COMPANY").
1.ENGAGEMENT
(a)COMPANY hereby engages you and you hereby accept such engagement to render your exclusive
services for COMPANY subject to subparagraph (f) below, as the producer of Masters embodying the
performances of artists (each artist whose Records are produced by you hereunder is individually and
collectively referred to as "Artist" and each Artist's agreement with COMPANY is referred to as the
"Artist Agreement"), which Masters shall be commercially satisfactory for the production and
manufacture of Records.
(b)The term of this agreement shall expire ______ (__) year from the date hereof. You hereby grant
COMPANY ______ (__) separate options to extend the term of this agreement for additional periods of
one (1) year per each option on the same terms and conditions applicable to the initial one (1) year
term, except as provided herein. COMPANY may exercise each of those options by notifying you in
writing at any time before the expiration of the then-current term. If COMPANY exercises such an
option, the additional period of one (1) year shall commence upon the expiration of the immediately
preceding period.

(c)The Masters shall embody performances by Artist of selections mutually designated by you,
COMPANY and Artist.
(d)COMPANY may reject any Master which is of unacceptable quality, or which COMPANY
reasonably deems to be offensive to reasonable standards of public taste or morals or may infringe on
the rights of others. If COMPANY rejects any such Master you shall rerecord each such rejected
Master until a Master acceptable to COMPANY has been Delivered.
(e)You shall Deliver to COMPANY a monaural tape (if requested by COMPANY) and a two-track
stereo tape for each Master as well as reference discs which are representative of such tape masters.
You shall Deliver at the same time any mult-track master tapes recorded in connection with the
recording project. (As used herein, "Delivery" shall mean the receipt by COMPANY of commercially
satisfactory Master Recordings embodied on master tapes fully edited, equalized, mixed and leadered
for the production of parts necessary for the manufacture of Records, all publishing and songwriter
information (including applicable music performance rights organizations), label copy information, LP
credits, the timings of each Composition contained on theRecord, ancillary materials prepared by or
for you, necessary first-use mechanical licenses, information necessary for side-artist permissions, all
other necessary approvals or consents, and any information required to be delivered to unions, guilds or
other third parties. Delivery will also include the approval of a reference disc from which metal parts
can be prepared. Delivery shall be made on or before the last date for timely Delivery of the applicable
Masters pursuant to the applicable Artist agreement.
(f)You shall not render services as a producer of Records for any Person other than COMPANY
during the term hereof. [Notwithstanding the foregoing, you shall have the right to produce the
following number of LPs for Persons other than COMPANY during each applicable year of the term,
provided such production work in no way interferes with your obligations hereunder:]
[DRAFTNOTE: Delete or modify bracketed as portions necessary.]
2.RECORDSANDARTISTS
(a)You shall render your services hereunder on such Recordings as COMPANY and you shall mutually
designate, provided such Masters are recorded by Artists under contract to COMPANY.
(b)During each applicable year of the term hereof, you shall produce at least the following number of
Sides for COMPANY:
(1)Year One:
(2)Year Two (if any):
(3)Year Three (if any):
(c)Provided that you are not in material breach hereof and that you otherwise comply with paragraph
2(a) hereof, COMPANY guarantees that you shall produce no less than the number of Sides described
in paragraph 2(b) above in each applicable year of this agreement. In the event that COMPANY fails to

comply with the previous sentence [and provided you have so notified COMPANY in writing at least
thirty (30) days prior to the expiration of the then current year of the term], COMPANY's only
obligation shall be to pay you an amount equal to the guaranteed number of [Sides] [LPs] in that year,
less the number of [Sides] [LPs] actually produced by you in that year, times the advance per [Side]
[LPs] specified in paragraph ____. If COMPANY has offered you the opportunity to produce Masters
and you decline to produce such Masters, the number of Masters you have so declined to produce shall
reduce the guarantee described herein, and you shall immediately return that portion of the Advance
previously paid to you applicable to the unrecorded Masters. If you do not immediately return such
portion of Advance, COMPANY may, in addition to other applicable remedies, deduct same from any
monies payable to you.
(d)Prior to your producing Recordings of any Artist, the Artist concerned shall agree, by way of
COMPANY's standard letter of direction, to pay you your compensation (Advances and royalties) from
monies otherwise payable by COMPANY to such Artist. COMPANY shall not be obligated to allow
you to produce an Artist that does not comply with the foregoing. The foregoing shall not apply if the
Artist does not have a so-called "all-in" recording fund and/or "all-in" royalties, in either of which
events, your compensation and royalties shall be paid by COMPANY in addition to monies paid to
Artist.
3.SERVICES
(a)Your services hereunder include, but are not limited to, the planning, preparation, rehearsal,
production and direction of recording sessions in accordance with the terms and conditions of this
agreement.
(b)In connection with each recording session hereunder, you agree:
(1)to engage on COMPANY's behalf conductors, vocalists, musicians, arrangers (including
"sketchers"), orchestrators and copyists;
(2)to arrange for the use of the recording studios approved in the proposal, and other necessary
technicians and technical facilities in connection with such recording sessions;
(3)to appear at each scheduled recording session;
(4)to render services hereunder, in connection with the production of Artist's Masters, to the best of
your ability; and
(5)to make proper preparations for such sessions and rehearse, record and rerecord the selected
musical Compositions and comply with such instructions under the general direction of COMPANY, or
its duly authorized agent, until acceptable Masters are Delivered to COMPANY.
(c)You shall notify the appropriate Local of the American Federation of Musicians in advance of each
recording session.
(d)You shall timely supply COMPANY with all of the information it needs in order: (1) to make

payments due in connection with such Recordings; (2) to comply with any other obligations
COMPANY may have in connection with the making of such Master Recordings; and (3) to prepare to
release Records derived from such Master Recordings. Without limiting the generality of clause (2) of
the preceding sentence, you shall furnish COMPANY with all information it requires to comply with its
obligations under its union agreements, including, without limitation, the following:
(A)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 Recording Contract (Form "B")
number(s) covering such sessions.
(B)Each change of title of any Composition listed in an AFM Recording Contract (Form "B").
(C)A listing of all the musical selections contained in Recordings made under this agreement.
(e)Nothing in this agreement will obligate COMPANY to continue or permit the continuation of any
recording session or project, even if previously approved; if COMPANY reasonably anticipates that the
Recording Costs will exceed those specified in the approved budget or that the Recordings being
produced will not be satisfactory.
(f)You will not directly or indirectly act or purport to act on behalf of COMPANY without
COMPANY's express prior written approval as to each such action.
(g) In connection with each recording session conducted hereunder, you will comply with the following
procedures required by the United States immigration law:
(1)Before any individual renders services in connection with the recording of any Master hereunder
(including, without limitation, each background instrumentalist, background vocalist, producer and
engineer):
(A)You will require each such individual to complete and sign the EMPLOYEE INFORMATION
AND VERIFICATION ("employee section") of a U.S. Immigration and Naturalization Service ("INS")
Employment Eligibility Certificate ("Form I-9"), unless you have already obtained (and retained) such
certificate from that individual within the past three years;
(B)You will complete and sign the EMPLOYER REVIEW AND VERIFICATION ("employer
section") of each such certificate; and
(C)You will attach copies of the documents establishing identity and employment eligibility that you
examine in accordance with the instructions in the employer section.
(2)You will not permit any such Person who fails to complete the employee section (or to furnish you
with the required documentation) to render any services in connection with Recordings made under this
agreement.
(3)You will deliver the employee and employer certificates (with copies of the necessary documents

attached) to COMPANY within seventy-two (72) hours after the conclusion of the session concerned.
(4)You will comply with any revised or additional verification and documentation procedures required
by the INS in the future of which COMPANY advises you.
4.BUDGET/ADVANCE
(a)You shall, promptly after COMPANY's request, submit a budget to COMPANY for the recording of
Masters embodying an Artist's performances ("Budget"). The Budget shall be in writing and shall
specify the suggested selections to be recorded (to be mutually approved by COMPANY), the number
of musicians to be employed, an estimate of the recording and studio costs to be incurred in connection
therewith, your Advances (which shall be deemed recording costs), and the proposed time, dates and
places of recording.
(b)The Budget must be approved by COMPANY before you commence any recording hereunder.
(c)If COMPANY has not approved the Budget within five (5) business days after its submission, it
shall be deemed disapproved; in each such case you and COMPANY shall thereafter meet in order to
arrive at a satisfactory Budget.
(d)For Masters produced by you hereunder, COMPANY shall pay you in connection with the
production of Records of Artists described in paragraph 2(a) hereof, an Advance which shall be fully
recoupable from any and all royalties otherwise earned in respect to all Masters produced by you
hereunder for the Artist concerned in the total amount of ________________________ ($_________)
per [Side] [LP], which amount shall be deducted from the recording budget or fund applicable with
respect to the Artist concerned. Each Advance shall be payable one-half (2 ) promptly after you notify
COMPANY of the commencement of recording of the applicable recording project and one-half (2 )
within fourteen (14) days following Delivery to COMPANY of all Masters in connection with the
applicable project.
5.PRODUCTIONCOSTS
(a)You shall not directly or indirectly incur any liability for which COMPANY may be responsible in
connection with any recording session hereunder without obtaining COMPANY's prior written
approval as to the nature, extent and limit of such expenditure.
(b)Within fourteen (14) days after the date of Delivery of the Masters, COMPANY will pay the
authorized recording costs incurred up to the amount agreed upon in the approved Budget.
(c)If the actual recording costs incurred by COMPANY exceed the approved Budget you shall be
solely responsible for such excess recording costs; provided that if COMPANY elects to pay such
excess recording costs, COMPANY shall be entitled to deduct any such excess payments from any and
all royalties or other sums due and payable to you. In the event you and the Artist each claim that the
other is responsible for all or a part of any such excess, COMPANY shall, in its reasonable business
judgment, decide what portion of the excess is attributable to you, and such amount shall be your
responsibility hereunder. COMPANY's decision in any such dispute shall be final.

(d)In the event that you should delay the commencement of, delay the completion of, or be unavailable
for any scheduled recording session hereunder of which you have been given prior notice, or tardily
submit information to COMPANY which results in a late payment fine levied against COMPANY,
COMPANY shall have the right at its election to demand reimbursement or to deduct any such
expenses incurred by COMPANY from any and all royalties or other monies otherwise due and payable
to you from any project hereunder.
(e)All recording costs as that term is defined in the applicable Artist Agreement, incurred by you in
connection with the production and recording of the Masters, up to the amount of the approved Budget
set forth in paragraph4 above, shall be promptly paid by COMPANY.
6.COMPANY'SRIGHTS
You acknowledge that, as between you and COMPANY, COMPANY is the sole, exclusive and
perpetual owner of all of the Masters from inception of recording, which ownership entitles
COMPANY, among other things to:
(a)The exclusive and perpetual ownership of all Masters (and any and all duplicates, derivatives
thereof including, without limitation, any and all incomplete Master, any and all outtakes, etc.) and
Records manufactured therefrom and the unlimited right to use and control the same and the
performances embodied thereon. COMPANY's ownership and rights with respect to the Masters shall
extend to all tapes, mothers, stampers, derivatives, and other physical devices embodying performances
of Artist made at recording sessions pursuant to the terms of this agreement.
(b)The exclusive ownership of all rights of copyright in Records embodying the results and proceeds
of your and Artist's services, including the exclusive right to copyright the "sound recordings" in the
name of COMPANY, to renew and extend such copyrights (it being agreed that for this purpose you are
deemed COMPANY's employee for hire and the sound recordings "works for hire" as defined by the
United States Copyright Laws), and to exercise all rights of the copyright proprietor there under. You
agree that to the extent, if any, that you may be deemed an "author" of "sound recordings"
manufactured from Masters, you grant to COMPANY a power of attorney, irrevocable and coupled
with an interest, for you and in your name to apply for and obtain, and on obtaining same to assign to
COMPANY, all copyrights and renewal copyrights in and to such "sound recordings".
(c)The exclusive and perpetual right throughout the world to manufacture, advertise, publicize, sell,
lease, license, or otherwise use or dispose of and exploit Records and/or derivatives manufactured from
or embodying all or any part of the contents of the Masters, and to permit others to do so, in any and all
fields of use throughout the world upon such terms and conditions as COMPANY may approve, or in
its sole discretion to refrain therefrom.
(d)The nonexclusive and perpetual right to use, publish and permit others to use and publish your
name (including any professional names heretofore or hereafter adopted by you), likeness, voice and
sound effects, and biographical material, or any reproduction or simulation thereof in connection with
the sale, advertising, distribution and exploitation, production and manufacture of Records and for any
other purpose related to the business of COMPANY, or to refrain therefrom.

(e)The right to release Records and/or derivatives manufactured from the Masters under the name of
"COMPANY" or such other trade name or mark as COMPANY may from time to time elect.
(f)The right to manufacture sell and exploit Records manufactured from the Masters and other masters
not produced by you.
(g)The right to perform the Records and/or derivatives made from the Masters publicly and to permit
the public performance thereof in any medium and by any means whatsoever, whether now or hereafter
known, including but not limited to motion pictures and television.
(h)The right to assign this agreement and to license and otherwise transfer any of COMPANY's rights,
powers, privileges and property under this agreement.
7. ROYALTYRATES
(a) Provided you are not in material breach hereof, COMPANY will pay you with respect to Records of
Artists described in paragraph 2(a) hereof, a basic royalty computed at the applicable percentage,
indicated below, of the Suggested Retail List Price in respect of Net Sales of Records consisting
entirely of Master Recordings on which you render your services under this agreement and sold by
COMPANY or its licensees through Normal Retail Channels:
(1)On LPs sold for distribution in the United States ("USNRCNetSales"): ____________
(2)Onallothersales: A royalty reduced in the same proportion that the basic United States royalty rate
for LPs in the applicable Artist Agreement is reduced for all other Record sales, including Singles,
foreign sales, non-retail sales, etc.
(3)All royalties hereunder shall be computed and calculated in the same manner and by the same
method used in calculating the applicable Artist's royalties in the applicable Artist Agreement
including, without limitation, free goods, reserves, packaging deductions, etc.
(b)No royalty will be payable to you on any Record until COMPANY has recouped all recording costs
(less your Advance hereunder) incurred in connection with all Masters produced by you and recorded
for COMPANY by that Artist from royalties payable to the applicable Artist in connection with
Records derived from those Masters. After such recoupment, royalties will be computed retroactively
on the applicable Record(s) and paid to you on such Record, from the first Record sold. For purposes
of this paragraph, COMPANY shall recoup recording costs at the "net artist" rate (i.e. net of royalties
payable to you).
8. ROYALTYTERMS
With respect to royalties:
(a)Foreign royalties shall be computed in the currency in which COMPANY's licensees pay
COMPANY for the sale concerned and shall be paid only after receipt by COMPANY of United States
currency (less cost of conversion) at the same rate of exchange as COMPANY was paid after the

deduction of all applicable foreign sales, use, excise, remittance and similar taxes actually paid by
COMPANY or its licensees. COMPANY will treat any foreign sale as a sale made during the six (6)
month period in which COMPANY receives its licensees' accountings and payments for the sale
concerned. If COMPANY does not receive payment in United States currency because the currency of
the relevant country is "blocked" and all Recording Costs of the applicable artist are recouped
hereunder as described in paragraph 7(b) hereof, COMPANY may elect to accept payment of royalties
in the currency of such country, in which case, at your written request and expense, COMPANY shall
deposit to your credit sums payable to you hereunder with respect to such sales in such currency in a
depository selected by you and will promptly notify you thereof. Deposit in accordance with the
foregoing provisions shall fulfill COMPANY's obligations hereunder as to such foreign record sales.
(b) As to Records not consisting entirely of Sides embodying Masters produced hereunder, the royalty
rates otherwise payable to you hereunder shall be prorated on the basis of the number of Sides
embodying Masters produced hereunder which are embodied on such Records compared to the total
number of Sides contained on each such Record. In respect of a jointly produced Record, the royalty
rate to be used in determining the royalties payable to you will be computed by multiplying the royalty
rate otherwise applicable by a fraction, the numerator of which shall be one (1) and the denominator of
which shall be the total number of producers entitled to receive royalties with respect to their services
in connection with the Record concerned.
(c)If COMPANY licenses Masters on a cent rate or flat fee basis to third parties, or on the basis of net
receipts, the royalty payable by COMPANY to you shall be one-half (2 ) of the net royalty actually
received by COMPANY from each such licensee (less any third party payments) multiplied by a
fraction, the numerator of which is your basic United States royalty rate, and the denominator of which
is the total basic United States royalty payable to you and the Artist.
(d)In respect to Home Video Devices: (i) if COMPANY licenses same to a third party, the royalty
payable by COMPANY to you shall be one-quarter (1/4) of the net royalty actually received by
COMPANY from each such licensee (less any third party payments) multiplied by a fraction, the
numerator of which is your basic United States royalty rate, and the denominator of which is the total
basic United States royalty payable to you and the Artist; and (ii) if COMPANY itself distributes such
devices and pays Artist a royalty therefore, your account shall be credited with one-half (2 ) a prorata
share of the royalties (after all applicable deductions as contained in the Artist Agreement) paid to
Artist in the same proportion that your basic United States royalty rate bears to the total United States
royalty rate payable to you and to Artist.
9. ACCOUNTINGS
(a)COMPANY will compute your royalties as of each June30 and December31 for the prior six (6)
months, in respect of each such six (6) month period in which there are sales or returns of Records or
other exploitations of Masters on which royalties are payable to you. On or before the next
September30 with respect to the period ending June30, and on or before March31 with respect to the
period ending December31, COMPANY will send you a statement covering those royalties and will
remit to you the net amount of such royalties, if any, after deducting any and all unrecouped Advances
and chargeable costs under this agreement and such amount, if any, which COMPANY may be required
to withhold pursuant to the California Revenue and Taxation Code, the U.S. Tax Regulations or any
other applicable statute, regulations, treaty or law. No royalty statements shall be required for periods

during which no additional royalties accrue. In computing the number of Records sold, only Records
for which COMPANY has been paid or received credit shall be deemed sold, and COMPANY shall
have the right (subject to paragraph 7(a) (3) above) to deduct returns and credits of any nature and
(subject to paragraph 7(a)(3) above) to withhold reasonable reserves therefore from payments
otherwise due you. Returns will be treated as units sold or Free Goods in the same manner as in
COMPANY's customer account. If COMPANY makes any overpayment to you (e.g., by reason of an
accounting error or by paying royalties on Records returned later), you shall reimburse COMPANY for
it but only to the extent COMPANY does not deduct such sums from monies due you hereunder.
COMPANY may at any time elect to utilize a different method of computing royalties so long as such
method does not decrease the net monies received by or credited to you hereunder.
(b)All royalty statements rendered by COMPANY shall be conclusively binding upon you and not
subject to any objection by you for any reason unless specific objection in writing, stating the basis
thereof, is given to COMPANY two (2) years from the date such statement is rendered (each statement
shall be deemed rendered when due unless you notify COMPANY to the contrary within one hundred
twenty (120) days after the applicable due date specified in paragraph 9(a) above), and an audit
pursuant to clause (c) below for that statement is completed within a reasonable time after such
objection notice is given. Failure to make specific objection or conduct the audit within said time
periods shall be deemed to be your approval of such statement, your waiver of such audit rights, and
your waiver of the right to sue COMPANY for additional royalties in connection with the applicable
accounting period. You will not have the right to sue COMPANY in connection with any royalty
accounting, or to sue COMPANY for royalties on Records sold during the period a royalty accounting
covers, unless you commence the suit within one (1) year after the end of the applicable two (2) year
period.
(c) You may, at your own expense, audit COMPANY's books and records directly relating to this
agreement that report the sales of Records for which royalties or other monies are payable hereunder.
You may make such audit only for the purpose of verifying the accuracy of statements sent to you
hereunder and only as provided herein. You shall have the right to audit said books by notice to
COMPANY at least thirty (30) days prior to the date you intend to commence your audit. Said audit
shall be conducted by a reputable independent certified public accountant experienced in recording
industry audits, shall be conducted in such a manner so as not to disrupt COMPANY's other functions
and shall be completed promptly. You may make such an examination for a particular statement only
once and only within two (2) years and three (3) months after the date any such statement is rendered
as provided above. Any such audit shall be conducted only during COMPANY's usual business hours
and at the place where it keeps the books and records to be examined. You will not be entitled to
examined any manufacturing records or any other records that do not specifically report sales of
Records or free distribution of Records on which royalties are payable hereunder. Your auditor shall
review his tentative written findings with a member of COMPANY's finance 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.
10. MECHANICALLICENSES
(a)(1)You hereby grant to COMPANY an irrevocable license, under copyright, to reproduce each
Controlled Composition recorded hereunder on Phonograph Records and distribute them in the United
States and Canada.

(2)For that license, COMPANY will pay Mechanical Royalties, on the basis of Net Sales, at the
following rates:
(A)On Records manufactured for distribution in the United States: The rate equal to seventy-five
percent (75%) of the minimum compulsory license rate applicable to the use of musical compositions
on audio Records under the United States copyright law at the earlier of the date of the commencement
of recording of the Master concerned or the last date for timely Delivery of such Master. [That
minimum statutory rate is currently $.0525 per Composition.]
(B)On audio Records manufactured for distribution in Canada:
(i) If the copyright law of Canada provides for a minimum compulsory rate: The rate equal to seventyfive percent (75%) of the minimum compulsory license rate applicable to the use of musical works on
audio Records under the copyright law of Canada at the time of the commencement of recording of the
Master pursuant to Article 3 hereof but in no event later than the last date for timely Delivery of such
Master pursuant to Article 3.
(ii) If the copyright law of Canada does not provide for a minimum compulsory rate, but the
major record companies and major music publishers in Canada (collectively the
"Canadian Record Industry") have agreed to a mechanical license rate: The rate equal to seventy-five
percent (75%) of the minimum license rate agreed to as of the time of the commencement of the
recording of the Master concerned pursuant to Article 3 hereof but in no event later than the last date
for timely Delivery of such Master pursuant to Article 3.
(iii) If the copyright law of Canada does not provide for a minimum compulsory license rate, and the
Canadian Record Industry has not agreed to a rate, the rate applicable under this clause (B) will be two
cents ($0.02) (Canadian) per Composition.
(iv)The rate applicable under this clause (B) will not be more than the rate which would be applicable
to the Records concerned under clause 11.01(a) (2) (A) above (Canadian) if they were manufactured
for distribution in the United States.
(3)If you cannot grant such licenses on the terms described above because a third party publisher
controls such Compositions, then COMPANY may deduct any excess amounts COMPANY must pay
to such publisher from monies due you hereunder.
(b) You shall be paid on only one (1) use of a Composition per LP, and on no more than three (3) uses
of a Composition on a Single or Long Play Single regardless of how many uses are actually made on
the applicable Record. With respect to all non-retail sales (e.g., record clubs, budget), with respect to
multiple record sets, and with respect to all reduced price Records, you shall license Controlled
Compositions to COMPANY at the same Controlled Composition rate as contained in the Controlled
Composition provisions of the applicable Artist's Agreement for such sales. No copyright royalties shall
be payable in any instance where you do not receive record royalties hereunder.
(c) COMPANY may keep reasonable reserves for anticipated returns and credits with respect to
mechanical royalties payable hereunder. Each such reserve shall be liquidated no later than eight full
accounting periods after the period in which it was established.

(d) You will cause the issuance of effective licenses, under copyright and otherwise, to reproduce each
Controlled Composition recorded hereunder on Phonograph Records and distribute those Records
outside the United States and Canada, on terms not less favorable to COMPANY or its Licensees than
the terms generally applicable to Phonograph Record manufacturers in the country concerned.
(e)You shall issue (or shall cause the music publishing companies having the right to do so to issue) (i)
worldwide, perpetual synchronization licenses, and (ii) perpetual licenses for public performance in the
United States (to the extent that ASCAP and BMI are unable to issue same), to COMPANY at no cost
for the use of all Controlled Compositions recorded hereunder in any Videos (i.e., sight and sound
records designed to reproduce the audio performances of recording artists together with a visual image)
effective as of the commencement of production of the applicable Video (and your execution of this
agreement shall constitute the issuance of such licenses by any music publishing company which is
owned or controlled by you or by any Person owned or controlled by you). In the event that you shall
fail to cause any such music publishing company to issue any such license to COMPANY, or if
COMPANY shall be required to pay any fee to such music publishing company in order to obtain any
such license, then COMPANY shall have the right to deduct the amount of such license fee from any
and all sums otherwise payable to you hereunder.
11.WARRANTIES;REPRESENTATIONS;RESTRICTIONS;INDEMNITIES:
(a)You warrant and represent:
(1)You have the right and power to enter into and fully perform this agreement.
(2)COMPANY shall not be required to make any payments of any nature for, or in connection with,
the rendition of your or services or the acquisition, exercise or exploitation of rights by COMPANY
pursuant to this agreement except as specifically provided in this agreement.
(3)No Materials, as hereinafter defined, or any use thereof, will violate any law or infringe upon or
violate the rights of any Person. "Materials," as used in this Article, means all Controlled Compositions
and all other musical, dramatic, artistic and literary materials, ideas, and other intellectual properties,
furnished or selected by you and contained in or used in packaging, sale, distribution, advertising,
publicizing or other exploitation of Masters.
(4)You are not and shall not be under any disability, restriction or prohibition with respect to your right
to fully perform your services in accordance with the terms and conditions of this agreement, including
without limiting the generality of the foregoing, your right to record any and all compositions
hereunder.
(5)You will not, using the endeavors of an artist or any other artist, produce any selection recorded
hereunder or any similar selection for the purpose of making records for anyone other than COMPANY
for a period of two (2) years following the termination or expiration of the term of the Agreement.
(6)Should you violate the restriction set forth in paragraph 11(a)(5) above, COMPANY may, in
addition to its other remedies, terminate its obligations to thereafter pay you any royalties which would
otherwise be earned or payable hereunder in respect of Masters embodying the selections recorded or
rerecorded in violation of this paragraph.

12.LEGALANDEQUITABLERELIEF:
You acknowledge that your services hereunder and the rights and privileges granted to COMPANY
under the terms hereof are of a special, unique, unusual, extraordinary and intellectual character which
gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in
damages in an action at law and that a breach by you of any of the provisions of this agreement will
cause COMPANY great and irreparable injury and damage. You expressly agree that COMPANY shall
be entitled to the remedies of injunction and other equitable relief to prevent or remedy a breach by you
of this agreement or any portions thereof, which relief shall be in addition to any other rights or
remedies, for damages or otherwise, which COMPANY may from time to time be entitled thereto.
13. CUREPERIOD
No failure by either COMPANY or you to perform any obligations under this agreement shall be
deemed a breach of this agreement until you or COMPANY has given the other party written notice of
its failure to perform and such failure has not been remedied within thirty (30) days from receipt of
such notice. In the event such failure is a material breach and has not been corrected within said thirty
(30) days, you or COMPANY may, during the continuance of such failure, terminate this agreement by
notice in writing within sixty (60) days from the date of service of your original notice.
Notwithstanding the foregoing, there shall be no cure period if your breach is a result of a breach of
your warranties and representations hereunder and/or your failure to timely deliver Masters (as timely
delivery is defined in the applicable Artist Agreement), or if not capable of being cured.
14.DEFINITIONS
(a)"Record" means all forms of reproductions, now or hereafter known, manufactured or distributed
primarily for home use, school use, juke box use or use in means of transportation, including records of
sound alone and audiovisual Recordings.
(b)"Master," "Master Recording" or "Recording" means any recording of sound, whether or not
coupled with a visual image, by any method and on any substance or material, whether now or
hereafter known, which is intended for use in the recording, production and/or manufacture of Records
and which embodies the performance of an Artist signed to COMPANY.
(c)"Performance" means singing, speaking, conducting or playing an instrument, alone or with others.
(d)The words "single Record" or "Single" means a Record containing not more than three (3)
different Compositions.
(e)"Long Play Single" means a 12-inch vinyl disc Record embodying not more than three (3) different
Compositions, or the equivalent in a non-vinyl configuration.
(f)"Mini LP" or "EP" means any Record, other than an LP, containing more than three (3) different
Compositions.

(g)The term "Multiple Record LP" means an LP containing two or more vinyl discs, cassettes,
compact discs, or the equivalent, or more than fourteen (14) Compositions packaged as a single unit.
For purposes of the Recording Commitment hereunder and for computing the applicable Recording
Fund or Advance, a Multiple Record LP accepted by COMPANY shall be deemed only one (1) LP.
(h)"Person" means any individual, corporation, partnership, association or other organized group of
persons or legal successors or representatives of the foregoing.
(i)"Side" means a Recording of sufficient playing time to constitute one side of a 45-rpm record, but
not less than three (3) minutes of continuous sound embodying performances by Artist.
(j)(a)"Suggested Retail List Price" or "SRLP" means (other than with respect to compact discs) (1)
with respect to Records sold for distribution in the United States, COMPANY's suggested retail list
price in the United States during the applicable accounting period for the computation of royalties to be
made hereunder, it being understood that a separate calculation of the suggested retail list price shall be
made for each price configuration of Records manufactured and sold by COMPANY; and (2) with
respect to Records sold hereunder for distribution outside the United States, COMPANY's or its
licensees' suggested or applicable retail price in the country of manufacture or sale, as COMPANY is
paid, provided that in any country where there is an absence of such suggested or applicable retail list
price and where COMPANY's licensee is wholly-owned by COMPANY or COMPANY's parent, the
price as may be established by COMPANY or its licensee(s) in conformity with the general practice of
the recording industry in such country.
(b)With respect to sales of Compact Discs only, "Suggested Retail List Price" shall mean:
(1)In the United States: one hundred thirty percent (130%) of COMPANY's lowest published
wholesale price, in the category of sale concerned. In the event such wholesale price changes during an
accounting period, the applicable wholesale price for the entire accounting period shall be deemed to be
the lowest average daily wholesale price during the period.
(2)In all other territories: The suggested retail list price or other price utilized by COMPANY's
licensee in computing monies to be paid to COMPANY for the Record concerned.
(c)COMPANY may at some time change the method by which it computes royalties in the United
States from a retail basis to some other basis (the "New Basis"), such as, without limitation, a
wholesale basis. The New Basis will replace the then-current Royalty Base Price and the royalty rates
shall be adjusted to the appropriate royalty which would be applied to the New Basis so that the
dollars-and-cents royalty amounts payable with respect to the Record concerned would be the same as
that which was payable immediately prior to such New Basis. If a Record was not theretofore sold in a
particular configuration or at a particular price (e.g., a Budget Record), the adjusted royalty rate for
any such configuration shall be the adjusted royalty rate on top-line LPs multiplied by a fraction, the
numerator of which is the royalty rate for sales in the configuration concerned prior to the New Basis
and the denominator of which is the royalty rate for sales of top-line LPs prior to the New Basis. If
there are other adjustments made by COMPANY that would otherwise make the New Basis more
favorable (a particular example of which might be the distribution of smaller quantities of free goods
than theretofore distributed) then the benefits of such other adjustments will be taken into consideration
in adjusting the royalty rate.

(d)Notwithstanding anything to the contrary contained herein, the Suggested Retail List Price for
premium Records shall be COMPANY's actual sales price of such Records.
(e)Notwithstanding anything to the contrary herein, the Suggested Retail List Price with respect to socalled home video devices manufactured and distributed by COMPANY Records shall be COMPANY's
published wholesale price as of the commencement of the accounting period concerned.
(k)"Container Charge" shall mean ten percent (10%) of the Suggested Retail List Price for a singlefold disc Record (other than compact discs) in a standard sleeve with no inserts or for any
other Record other than as hereinafter provided; fifteen percent (15%) of the Suggested Retail List
Price for a disc Record (other than compact discs) in a double-fold or gatefold jacket, in a nonstandard
sleeve or jacket, or with inserts; twenty percent (20%) of the Suggested Retail List Price for Records in
non-disc form or audiovisual Records; and twenty-five percent (25%) of the Suggested Retail List Price
for compact discs, audiophile Records, or Records sold in the form of new Record configurations.
(l)"Royalty Base Price" means the Suggested Retail List Price less all excise, sales and similar taxes
and less the applicable Container Charge.
(m)"LP" or "Album" means a sufficient number of Masters embodying Artist's performances to
comprise one (1) or more 12-inch, 33-1/3, long-playing vinyl disc Record album, or the equivalent, of
not less than thirty-eight (38) minutes of playing time and containing at least ten (10) different
Compositions.
(n)"United States" mean the United States of America, its territories, possessions and military
exchanges.
(o)"Composition" means a single musical composition, irrespective of length, including all spoken
words and bridging passages and including a medley.
(p)"Controlled Composition" means a Composition wholly or partly written, owned or controlled by
you, or any Person in which you have a direct or indirect interest.
(q)"Net Sales" means sales of Records paid for and not returned, less returns and credits, after
deduction of reserves against anticipated returns and credits.
(r)"Advance" means a prepayment of royalties and shall be chargeable against and recoupable from
any royalties otherwise payable hereunder. [There shall be no cross-collateralization between royalties
earned by you in respect to your production of Masters by different Artists. Each Artist, however, shall
be treated as a single accounting unit.] DRAFTNOTE: INCLUDE IF APPROPRIATE.
(s)"Territory" shall mean the Universe.
(t)"Mechanical Royalties" means royalties payable to any Person for the right to reproduce and
distribute copyrighted musical compositions on Records.

(u)"Joint Recordings" means Masters embodying the Artist's performance and any performance by
another artist with respect to whom COMPANY is obligated to pay royalties.
(v)"Sales through Normal Retail Channels" shall include all records sold at top-line prices by
COMPANY but shall exclude, without limitation: (1) record clubs; (2) PX sales; (3) budget and
midline; (4) third-party licenses; (5) compact discs and audiophile records and sales through any other
so-called non-retail channels. All such sales shall be computed in accordance with the applicable Artist
Agreement.
(w)"Video" means a sight and sound Record designed to reproduce the audio performance of a
recording artist together with a visual image.
(x)"Home Video Device" means video cassettes, video discs, or any other means of reproduction
intended primarily for home use.
15.CREDITPROVISIONS
COMPANY shall afford you credit on the back cover of album jackets or the inner sleeves of albums in
disc form (if it contains other credits) and in full page national trade ads placed by COMPANY solely
featuring Records recorded hereunder in substantially the following form:
"Produced by ______________________"
Notwithstanding the foregoing, an inadvertent failure to satisfy the credit provisions set forth herein
shall not be deemed a breach of this agreement, provided that COMPANY shall use reasonable efforts
to correct same in future pressings or ads placed after receipt from you of written notice of such failure.
16.INDEMNITY
You agree to and do hereby indemnify, save and hold COMPANY and its licensees harmless of and
from any and all liability, loss, damage, cost or expense (including legal expenses and attorney fees)
arising out of or connected with any breach or alleged breach of this agreement or any claim which is
inconsistent with any of the warranties or representations made by you in this agreement, and you agree
to reimburse COMPANY on demand for any payment made or incurred by COMPANY with respect to
the foregoing provided the claim concerned has been settled or has resulted in a judgment against
COMPANY or its licensees. Pending the determination of any claim in respect of which COMPANY is
entitled to be indemnified, COMPANY shall not withhold monies which would otherwise be payable to
you hereunder in an amount exceeding your potential liability to COMPANY pursuant to this
paragraph. If COMPANY pays more than Seven Thousand, Five Hundred Dollars ($7,500.00) in
settlement of any claim not reduced to judgment, you will not be obligated to reimburse COMPANY
for the excess unless you have consented to the settlement. If you do not consent to any settlement
proposed by COMPANY for an amount exceeding Seven Thousand, Five Hundred Dollars ($7,500.00)
you will nevertheless be required to reimburse COMPANY for the full amount unless you make
bonding arrangements, satisfactory to COMPANY in its sole discretion, to assure COMPANY of
reimbursement for all damages, liabilities, costs and expenses (including legal expenses and counsel
fees) which COMPANY or its licensees may incur as a result of that claim. COMPANY will notify you
of any action commenced on such a claim. You may participate in the defense of any such claim

through counsel of your selection at your own expense, but COMPANY will have the right at all times,
in its sole discretion, to retain or resume control of the defense of such claim.
17. NOTICES
Except as otherwise specifically provided in this agreement all notices under it or related to it will be in
writing and will be given by personal delivery, registered or certified mail or telegraph (prepaid), at the
addresses shown above, or such other address or addresses as may be designated by either Party.
Notices will be deemed given when mailed or when transmitted by telegraph, except that notice of
change of address will be effective only from the date of its receipt
18. MISCELLANEOUS
(a) This agreement contains the entire understanding of the Parties relating to its subject matter. No
change or termination of this agreement will be binding upon COMPANY unless it is made by 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 to waive it for the future. 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.
(b) Those provisions of any applicable collective bargaining agreement between COMPANY and any
labor organization which are required, by the terms of such agreement, to be included in this agreement
shall be deemed incorporated herein.
(c) This agreement has been entered into in the State of California, and the validity, interpretation and
legal effect of this agreement shall be governed by the laws of the State of California applicable to
contracts entered into and performed entirely within the State of California. The California courts (state
and federal), only, 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 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 17. Any such process may, among other methods,
be served upon you by delivering the process or mailing it by registered or certified mail, directed to
the address first above written or such other address as you may designate in the manner prescribed in
paragraph 17. Any such delivery or mail service shall be deemed to have the same force and effect as
personal service within the State of California.
(d)Where the terms of an Artist contract are incorporated herein, upon your written request,
COMPANY shall provide you with a copy of the applicable terms.
(e) In entering into this agreement, and in providing services pursuant hereto, you shall have the status
of an independent contractor and nothing herein contained shall contemplate or constitute you as
COMPANY's employee.
(f) This agreement shall not become effective until executed by all proposed Parties hereto.
Very truly yours,

COMPANY
By:___________________________
AGREED AND ACCEPTED:
______________________________
[NAME]
Social Security No.___________
NOTHING IN THIS DOCUMENT SHALL BE CONSTRUED AS LEGAL ADVICE: ALWAYS
CONSULT WITH A REPUTABLE ATTORNEY PRIOR TO SIGNING ANY AGREEMENT

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