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help with contract
bassicly alot of this stuff I don't understand...if anyone with some experience could explain what im signing here it would be sweet:
At the request of ***********, (the “Label”), you will create
master recordings of one (1) musical compositions (the “Track”) embodying the performance of yourself, ****************(the
“Artist” or “you”) to be delivered to the Label on January 1, 2008. In consideration
of your services in connection with the Track, you will be entitled to the following
compensation (the “Compensation”):
• Royalties.
o 50% of record sales net revenue and ringtone licensing net revenue
(after all costs associated with production, manufacturing and
distribution have been fully recouped),
o 50% of digital download sales net revenue (after all costs associated
with production, manufacturing and distribution have been fully
recouped); this includes Label’s direct sales and sales via third party eretailers
(e.g. iTunes, Amazon, Real Rhapsody, Napster, Beatport,
etc.), and
o 50% of all other net licensing proceeds, should a 3rd party licensing
agreement arise with regard to the Track.
Royalties shall be paid by the Label for a term extending in perpetuity from the
date of this agreement, accountable and payable to the Artist within ninety days
after every six months (the “Royalty Period”) from the dates ending June 30th and
December 31st . Royalties will only be paid to the Artist if the Royalty amount due
for the Royalty Period totals to $50 USD or greater; if the amount totals to less
than $50 USD, that period’s royalties will be added to the total in the following
Royalty Period until the total of the Royalty Period exceeds $50 USD. All
Compensation monies will be payable to the Artist by the Label in US dollars if and
when they materialize and/or are received by Label from its payees. All
Compensation shall be remitted to the Artist’s legal name and mailing address, as
stipulated in Section 4, subsection B, sub-subsection V below. Any Local, State,
Federal Government, or any other applicable taxes on the Artist’s income, as a
result of any Compensation paid by the Label, will be the Artist’s sole
responsibility. Label shall have the right to hold reasonable reserves. Upon
reasonable advance written notice, financial disclosure will be made available to
the Artist at his/her sole cost and expense with regard to record sales and/or
licensing agreements solely in connection with the exploitation of the Track. The
Artist shall the right to review any particular statement one time for up to two
years following the date Labels send you that statement.
You, the Artist, represent and warrant that:
1. You have the right and power to enter into and fully perform this
agreement. You will not enter into any agreement that would interfere with
the full and prompt performance of your obligations hereunder.
2. The musical compositions have not been previously recorded.
3. The Track will be considered a work made for hire for the Label. Since the
Track are deemed to be a work made for hire, they will be deemed
transferred and assigned to the Label by this agreement, together with all
publishing rights in the musical compositions, in consideration of the
Compensation.
4. The Track will be delivered by the Artist to the Label within one (1) calendar
day of the signature of this contract. The delivery of the Track must meet
the following criteria:
a. The Track must be delivered via one of the following methods:
i. Digital transfer of the Track in the form of a .wav or .aiff digital
file encoded at 44.1KhZ and 16bit resolution, by the Artist to
the Label.
ii. Physical delivery of an audio CD containing the Track, by the
Artist to the Label.
b. Accompanying the delivery of the Track by the Artist to the Label, the
Artist must furnish all of the following:
i. Desired name of the Artist on the release of the Track.
ii. Desired name of the Track and accompanying versions
(commonly referred to as “mixes”).
iii. Written duration of the Track including a two (2) second pause
of silence inserted by the Artist at the beginning of each Track.
iv. Any credits that the Artist wishes to appear in writing in
conjunction with the Label’s release of the Track. The Label
reserves the right to modify the wording of these credits or
abstain from publishing them altogether.
v. The following information, in writing, regarding the Artist:
1. The Artist’s full legal name.
2. The Artist’s full legal mailing address and telephone
number(s).
5. The Label will not be required to make any payments of any nature for, or in
connection with, the exploitation of the Track other than the
Compensation.
6. The Track may be declined for publication by the label for any reason upon
completion of production, which will forfeit the Artist’s claim to any
Compensation set forth in this agreement.
7. The Track do not contain any unauthorized samples. It is understood and
agreed that any samples (including both master and publishing samples)
are your sole responsibility and have been cleared and/or paid for by you. If
any roll-over or royalty payments are required in connection with any
sample, you have furnished the Label with all documentation relating to
such payments prior to the signing of this agreement, provided that you
shall remain responsible for all such payments. The Track do not infringe or
violate the rights of any party. If any party has been employed by you in
any capacity toward the production of the Track (e.g. engineers, vocalists,
musicians, etc.), their agreement with you is deemed separate and you
warrant and represent that those parties have no further claim whatsoever
on the Track of any monies derived from it.
8. The Label and the Label’s licensees, successors and assignees shall have the
exclusive and perpetual worldwide right to the Track, and may grant to
other persons or parties the right to reproduce, print, publish or disseminate
in any medium your name and likeness for trade, promotion or advertising
purposes in connection with the making and exploiting of records
containing the Track.
9. You will at all times indemnify and hold the Label and any of its licensees
harmless from and against any claims, damages, liabilities, costs and
expenses (collectively, “Costs”), including counsel fees, arising from breach
or alleged breach by you of any representation or warranty contained in
this agreement. The Label will have the right to set-off and appropriate any
sums otherwise payable to you, whether or not related to an agreement
between you and the Label, and apply such amounts in reduction of the
Costs.
10. The above covenants will be governed, enforced and mediated by the
courts of the State of New York, the United States of America.
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