- AND -
BACKGROUND:
The Label is in the business of producing Master Recordings or causing such Master Recordings to be produced as well as manufacturing, distributing, and selling records directly or through third parties.
The Artist wishes the Label to produce Master Recordings of the Artist's performances and market these Master Recordings.
The Label wishes to produce and market the Master Recordings subject to the following terms and conditions.
IN CONSIDERATION OF and as a condition of the Label producing and distributing certain recordings for the Artist and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
TERM
The Term of this Agreement will consist of an initial period (the "Initial Agreement Period") during which the Artist and the Label will cooperate to produce Master Recordings suitable for the production of at least One Album or LPs and will continue for a further twelve months after the delivery of the Master Recording to allow the Label time to manufacture, market and distribute the product in the Territory.
The initial Agreement Period (3 Years) and any extensions and suspensions will be referred to as the "Term".
PRODUCTION
The Label agrees to produce Master Recordings consisting of songs written and performed by the Artist (the "Songs"). The resulting recording (the "Recording") will include music of not less than one minute in playing duration and will consist of not less than one track, and will be of a quality which is at least equal to an industry-standard normally produced for commercial distribution.
Each Recording made will be subject to the Label's approval as commercially and technically satisfactory for the manufacture and sale of records according to reasonable and accepted industry standards. The Artist agrees to re-record a recording where necessary until the Recording meets an acceptable standard of quality, at the sole discretion of the Label. The Artist will not have completed its obligations under this Agreement until the Label has acknowledged in writing that a Recording has met this standard. In the event that any Recording delivered by the Artist is deemed unsatisfactory by the Label, the Label will give notice of rejection to the Artist within one day of the receipt of such Recording and the Artist will have 30 days to deliver a replacement Recording.
No Recording made under this Agreement will apply in reduction of the Artist's Recording Commitment to the Label if it is a Composition previously recorded by the Artist, or if it embodies a Composition which the Artist is legally prohibited from recording. A "best of" or "greatest hits" LP will not apply in the reduction of the Artist's Recording Commitment.
EXCLUSIVITY
For the Term of this Agreement, the Artist will provide services as a recording artist exclusively for the Label and the Artist will not provide services as a recording artist for any other entity whatsoever. In the capacity of a recording artist, the Artist will perform services at reasonable times and places designated by the Label, and such services will include, but not be limited to, rehearsing, recording, and editing with the purpose of making a commercially viable Recording.
The Label shall also be aware and be the front-end communicator and negotiator for any commercial deals for the artists. Such deals include, Ambassadorial, Live Performance Shows, Advertisement Shoots, and etc.
DATES AND LOCATIONS
For the purposes of this Agreement, the Artist will provide its services as a recording artist and will make themselves available on agreed dates between artist and the label.
COST
The Label will pay or get a Label/Investors to pay all recording costs that are reasonable and generally accepted in the industry including, but not limited to, the cost of producer, arranger, studio time, background musicians, background vocalists, A&R man as well as reasonable costs related to Album cover art, production, and promotion. All such costs will be charged against the Artist's royalties. If the Artist fails to appear or is late in appearing as designated by the Label, the Artist agrees to pay any and all related reasonable costs incurred by the Label.
SELECTION CONTROL
Selections to be included in the Recording under this Agreement will be chosen at the joint discretion of the Artist and the Label. The Artist may submit material at all times.
COMPLETION OF RELEASE
The Recording will be completed and prepared for release and distribution on given dates from the Record Label.
INTERFERENCE
A party to this Agreement will be free of liability where the party is prevented from executing their obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war, or any other unforeseen and uncontrollable event where the party has communicated the circumstance of the said event to any and all other parties and taken any and all appropriate action to mitigate the said event. If the Artist refuses to rehearse and record when reasonably requested by the Label, the Label may suspend its obligations under this Agreement. The length of time this Agreement is under such suspension will be added to the then-current Contract Period.
TITLE
The title of the Album consisting of the Recording will be chosen at the joint discretion of the Artist and the Label.
EQUITABLE RELIEF
The recording services of the Artist are of a special and unique nature the loss of which cannot be reasonably or adequately compensated for in damages and such breach may cause the Label irreparable injury and damage. In addition to any other rights and relief offered under this Agreement, the Label will be entitled to injunctive and other equitable relief to prevent any breach of this Agreement by the Artist.
ASSIGNMENT OF EXCLUSIVE RIGHTS BY THE ARTISTS
Upon the Label performing all of its obligations under this Agreement as required, the Artist will assign to the Label all of its rights, title, and interest in and to the following property, for distribution and commercial exploitation in and out of its Territory:
The Songs;
the Artist's performance of the Songs contained in the Recording; and
the title of the Recording.
The Artist waives as against the Label, the benefits of any and all moral rights and agrees not to assert any moral rights against the Label relating to the Recording delivered under this Agreement. Under this section, the Artist retains the right to be identified as the author of compositions embodied upon the Recording.
License of Name and Image;
The Artist grants to the Label and to parties authorized by the Label the following perpetual rights:
the right to use and publish the Artist's name, likeness, and biographical material for advertising purposes in connection with the Recording made under this Agreement;
the right to manufacture, distribute, license, or otherwise use within and out the Territory the Recording made under this Agreement including the right to combine and sell with recordings of performances of other artists; and
the right to perform the Recordings publicly.
COPYRIGHT
The Label and parties authorized by the Label will have the right to secure copyright in the Label's name as owner and author on any and all Master Recordings made under this Agreement and to renew such copyright in the Label's name in perpetuity.
DISTRIBUTION
The Label will have the exclusive rights to and control over distribution, promotion, and use of the Recording and the Artist throughout in and out of its Territory. The Label will have exclusive control over all matters regarding the media and press releases.
WARRANTS AND REPRESENTATIONS OF THE ARTISTE
The Artist warrants and represents that:
the Artist is under no obligation or prohibition that would prevent entering this Agreement;
The artist is not affected or hindered in any way by any disability that would prevent the full performance of this
Agreement;
Use of the songs, music, lyrics, or compositions used in the Recording will not violate any law or infringe on the copyright or rights of any other person not a party to this Agreement;
no person other than the Label has any right to use any songs, music, lyrics, or compositions used in the Recording; and
the Artist will not enter into any other agreement of any kind that would interfere with the Artist's ability to perform its obligations under this Agreement.
USE OF STAGE NAME
The Artist warrants and represents that:
the Artist is and will be the sole owner of the name (the "Artists Name") as well as any other future name of the Artist;
the Artist has and will have and retain the right to grant use of the Stage Name for the duration of this Agreement;
the Artist will not use any other professional or performing name for the duration of this Agreement; and
the Artist will not grant or allow to be granted use of the Stage Name to any other entity other than the Label during the Term of this Agreement.
ROYALTIES
The Label will endeavor to enter into a distribution agreement with a record distribution company in order to commercially exploit the Recording made under this Agreement. The Label will collect royalties and licensing fees (collectively the "Royalties") with respect to the distribution of the Recording. The Royalties will be used to satisfy all costs incurred by the Record Label to record, produce, market, and distribute the Recording. Under no circumstance will the Artist be liable where the Royalties are insufficient to satisfy such costs. Any Royalties remaining will be allocated and distributed between the Label and the Artist, in the following proportion:
Forty Percent (40%) to the Record Label; and
Sixty Percent (60%) to the Artist.
ROYALTY ACCOUNTING
The Label will have the right to collect all gross income under this Agreement and will provide timely, detailed semi-annual reports to the Artist showing all revenue received and all expenses incurred. The Label will provide any payment due to the Artist with such reports. The Artist will have one year from the time of receipt to provide notice of objection to any issue relating to any report.
All royalties payable will be subject to statutory minimums where applicable.
The royalties payable will be divided in 60% to 40% between the the Artists and the Label.
AUDIT
On written notice to the Label of at least five business days, the Artist may request unrestricted access to the books and records of the Label for review or photocopying regarding any accounting or financial issue or issues relating to this Agreement. Such books and records will include, but not be limited to, detailed listings of all expenses and revenues relating to this Agreement. The Label will maintain such books and records in a readily available form and according to generally accepted accounting practices. If the Label fails to provide reasonable cooperation under this section, the Label will be deemed to be in breach of this Agreement.
CONTROLLED COMPOSITION
The Artist grants to the Label an irrevocable non-exclusive license, under copyright, to reproduce each Controlled Composition on Records and to distribute the Recording in the United States of America, Canada, and the Rest of the world.
Mechanical royalties will be payable for each Controlled Composition on Net Sales of Records and at the following rates:
For the United States, at a royalty per selection (the "U.S. Per Selection Rate") equal to twenty percent (20%) of the minimum statutory per selection rate, and without regard to playing time, effective on the date such recording is delivered by the Artist and received as satisfactory by the Label.
For Canada, at a royalty per selection (the "Canadian Per Selection Rate") equal to twenty percent (20%) of the statutory per selection rate, and without regard to playing time, effective on the date such recording is delivered by the Artist and received as satisfactory by the Label, or, if there is no statutory rate in Canada on such date, twenty percent (20%) of the prevailing rate, and without regard to playing time, agreed upon by the Canadian recording industry and the Canadian music publishing industry and the rest of the world or its mechanical collection representative in effect on the date such Recording is delivered according to this Agreement.
Where a particular Recording appears more than once on a record the Label will pay mechanical royalties as if the Recording appeared only once.
The Label will establish a separate account with respect to mechanical royalties and such account will not be cross-collateralized with production and recording expenses relating to this Agreement.
NON-CIRCUMVENTION
The Artist will not detrimentally interfere with the Label's distribution of the Recording or enter into a contract that is inconsistent with the Label's right to distribute the Recording.
ASSIGNMENT
Prior to completion of the Recording, the rights and obligations of the Label existing under this Agreement are personal and unique, and may only be assigned with the prior written consent of the Artist. Subsequent to the completion of the Recording, the Label may assign its rights and obligations existing under this Agreement without the consent of the Artist.
The rights and obligations of the Artist existing under this Agreement are personal and unique, and can not be assigned without prior written consent of the Label.
PERFORMANCE CAUSING THE LABEL LIABILITY
The Label may withhold its permission for the Artist to perform publicly or to permit the performance of its Recording through any media outlet that is not in the public's best interest or the Label's best interest or does not meet the standards of public decency in the business region in which the Label operates. If the Artist participates in any public venture that might cause the Label liability, the Label has the right to immediately terminate this Agreement for breach of this provision.
LIFE INSURANCE
The Artist will assist the Label in obtaining life insurance on the Artist, including submitting to a physical examination, where the Label wishes to obtain such life insurance.
INDEPENDENT CONTRACTORS
This Agreement does not and will not be construed to create a partnership or joint venture between the parties of the Agreement. It is specifically understood and agreed that the Artist is an independent contractor.
BINDING EFFECT
The obligations, rights, and benefits of this Agreement will be binding upon the Artist's successors, permitted assigns, executors, administrators, beneficiaries, and representatives, and the Label's successors and permitted assigns.
GOVERNING LAW
The Label and the Artist submit to the jurisdiction of the courts of Ghana for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of Ghana.
Covenant of Good Faith and Fair Dealing
The Company and the Artist agree to perform their obligations under this Agreement, in all respects, in good faith.
NOTICES
Any notices or delivery required by this Agreement will be deemed completed when hand-delivered, delivered by an agent, or seven days after being placed in the post, postage prepaid, to the parties at the addresses listed below or as the parties may later designate in writing.
RECORD LABEL
Label Name: Impulse Tunes for Artists
Company Phone: (059) 287-5542
Website: impulsetunes.com/artists
