PRODUCER'S LETTER OF AGREEMENT
Dear Mr./Ms. __________________,
This letter shall serve as our agreement in
respect to _________________ (hereinafter referred to as the "Producer")
services in producing Master Recordings (hereinafter referred to as the
"Masters") of the recording artist(s) professionally known as
_________________ (hereinafter referred to as the "Artist").
The term of this agreement shall commence as of the date hereof and shall
continue until the completion of Producer's services.
(a) Recording sessions for the Masters shall
be conducted by Producer under this Agreement at such times and places
as shall be mutually designated by you and Producer. All individuals
rendering services in connection with the recording of Masters shall
be subject to your approval. You shall have the right and opportunity
to have your representatives attend each such recording session. Each
Master shall embody the performance by the Artist of a single musical
composition designated by the Artist (subject to your approval, not
to be unreasonably withheld) and shall be subject to your approval as
technically satisfactory for the manufacture, broadcast and sale of
phonorecords, and, upon your request, Producer shall re-record any musical
composition or other selection until a Master technically satisfactory
to you shall have been obtained, provided additional production costs
will be paid by you. Producer agrees to begin pre- production, rehearsals,
and recording on _____________________, 199_.
(b) Producer shall deliver to you a two-track
stereo tape suitable for duplication and manufacture of phonorecords
for each Master. All original session tapes, rough mixes and any derivatives
or reproductions thereof shall also be delivered to you, or, at your
election, maintained at a recording studio or other location designated
by you, in your name and subject to your control.
All Masters produced hereunder, from the inception of the recording thereof,
and all phonorecords and other reproductions made therefrom, together
with the performances embodied therein and all copyrights therein and
thereto, and all renewals and extensions thereof, shall be entirely your
property, free of any claims whatsoever by Producer or any other person
or person engaged in the production of the Masters. (It being understood
that for copyright purposes Producer and all persons rendering services
in connection with such Masters shall be Contractors for hire).
(a) Conditioned upon Producer's full and
faithful performance of all the terms and provisions hereof, you shall
pay Producer, as an advance recoupable by us from any and all royalties
payable by you to Producer hereunder, the sum of $ ________ DOLLARS
payable upon commencement of recording, and the balance upon the delivery
to you of the Masters.
(b) Notwithstanding anything contained in
(a) above to the contrary:
(i) in the event the Masters are released
on any label other than ___________
or it's subsidiary or affiliate label or labels, Producer shall not
receive a royalty in connection with the sale of such records;
(ii) in the event the Masters are released
on the ______________ label or a subsidiary or affiliate label, Producer
shall be paid in respect to the sale of such phonorecords a royalty
rate of three percent (3%) of the suggested retail price of each phonorecord
sold and paid for in the United States. Payments of royalties from
foreign sources shall be ONE HALF of the United States royalty rate.
All fees paid to Producer hereunder shall constitute recoupable advances
which shall be recouped prior to further payment of royalties.
Producer has agreed to assist you in presenting the Masters to major record
companies in pursuit of a record production agreement with a major label.
Producer understands that you will also be presenting the Masters to major
labels and that Producer will not be your exclusive representative. Therefore,
Producer agrees to notify you prior to making any formal contact with
representatives of any major record company on your behalf in order to
coordinate our respective efforts and agrees to contact on your behalf
only those companies we mutually agree upon. In the event you enter into
a record production agreement with a major label for the Masters recorded
hereunder and the further services of "Artist" as a result of
substantial efforts and negotiations by Producer with such company within
the period of ONE YEAR following the completion of the Masters we agree
to pay you a commission of six percent (6%) of the actual cash advances
(exclusive of recording budgets) received by you upon execution of said
agreement. A major record company as defined herein shall be a company
or corporation with gross sales of on million (1,000,000) units in the
calendar year 1998.
Producer hereby warrants, represents, and agrees that he is under no disability,
restriction, or other incumbency with respect to his right to execute
and perform the services described in this Agreement.
You shall have the right, at your election, to designate other producers
for recording sessions with the Artist, in which event Producer shall
have no rights hereunder with respect to the Masters produced at such
other recording sessions.
We shall have the right, at our election, to assign any of our rights
hereunder, in whole or part, to any subsidiary, affiliated, or related
company, or to any person, firm or corporation acquiring rights in the
Masters produced hereunder.
9. This Agreement.
(a) This contract sets forth the entire understanding
of the parties hereto relating to the subject matter hereof. No amendment
or modification of this contract shall be binding unless confirmed in
writing by both parties.
(b) We shall not be deemed to be in breach
of any of our obligations hereunder unless and until you have given
us specific written notice of the nature of such breach and we have
failed to cure such breach within thirty (30) days after our receipt
of such notice.
(c) Nothing herein contained shall constitute
a partnership or joint venture between you and us.
(d) This contract has been entered into in
the State of ______, and its validity, construction, interpretation,
and legal effect shall be governed by the laws of the State of _______.
(e) This contract shall not become binding
and effective until signed by you and countersigned by a duly authorized
agent of ___(Company)_____. If the foregoing correctly reflects your
understanding and agreement with us, please indicate by signing below.
Agreed and Accepted: