Here it is in MS Word format.
RECORD PRODUCER AGREEMENT
This agreement is made as of this ____ day of _________________, 2016 by
and between ___________________________ (the ”Company”), and _____________________________ (the
"Producer").
- DEFINITIONS
(a) "Record" means all forms of
reproductions, now or hereafter known, 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) "Net Sales" means sales of
Records paid for and not returned, less returns and credits, after deduction of
reserves against anticipated returns and credits.
(d) "Advance" means a
prepayment of royalties and shall be chargeable against and recoupable from any
royalties otherwise payable hereunder.
- ENGAGEMENT
(a) Company hereby engages Producer and Producer
hereby accept such engagement to render Producer’s exclusive services for Company,
as the producer of Masters embodying the performances of artists (each artist
whose Records are produced by Producer 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 (as determined by the Company) for the
production and manufacture of Records.
(b) Producer’s 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.
(c) The term of this agreement shall
expire five years from the date hereof.
(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, Producer shall rerecord each
such rejected Master until a Master acceptable to Company has been Delivered.
(e) Producer 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. (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), label copy information, LP credits, the timings of
each Composition contained on the Record, ancillary materials prepared by or
for Producer, 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.
(f) Producer shall not render services as
a producer of Records for anyone other than Company during the term hereof. Any
Records produced by Producer in violation of this exclusivity subsection shall
be owned by Company.
(g) Producer shall produce at least one
album in each year of this agreement.
- SERVICES
In connection with each recording session hereunder, Producer agrees:
(a) To engage on Company's behalf
vocalists, musicians, arrangers, orchestrators and copyists.
(b) 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.
(c) To appear at each scheduled recording
session.
(d) To make proper preparations for recording
sessions and rehearse, record and rerecord the selected musical compositions
and comply with such instructions under the general direction of Company, until
acceptable Masters are Delivered to Company.
(e) To render services hereunder, in
connection with the production of Artist's Masters, to the best of Producer’s
ability.
(f) Producer 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 Master Recordings; and (3) to prepare
to release Records derived from Master Recordings.
(g) Nothing in this agreement will
obligate Company to continue or permit the continuation of any recording
session or project, even if previously approved.
(h) Producer 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.
- BUDGET/ADVANCE
(a) Producer 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 approved by Company),
the number of musicians to be employed, an estimate of the recording and studio
costs to be incurred in connection therewith, Producer’s 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 Producer commences any recording hereunder. If Company has not approved
the Budget within five (5) business days after its submission, it shall be
deemed disapproved; in each such case Producer and Company shall thereafter
meet in order to arrive at a satisfactory Budget.
(c) Any Advance the Company pays to Producer
shall be fully recoupable from any and all royalties otherwise earned in
respect to all Masters produced by Producer hereunder for the Artist concerned.
The Advance amounts shall be deducted from the recording budget or fund
applicable with respect to the Artist concerned.
- PRODUCTION COSTS
(a) Producer 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) If the actual recording costs
incurred by Company exceed the approved Budget, Producer 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 Producer.
In the event Producer 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 Producer, and
such amount shall be Producer’s responsibility hereunder. Company's decision in
any such dispute shall be final.
(c) In the event that Producer should
delay the commencement of, delay the completion of, or be unavailable for any
scheduled recording session hereunder of which Producer has 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 Producer
from any project hereunder.
- COMPANY’S RIGHTS
Producer acknowledges that, as between Producer 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 Producer’s and
Artist's services, including to renew and extend such copyrights (it being
agreed that for this purpose the sound recordings are "works for
hire" as defined by the United States copyright law), and to exercise all
rights of the copyright proprietor there under. Producer agrees that to the
extent that Producer may be deemed an "author" of sound recordings
manufactured from Masters, Producer grants to Company an irrevocable power of
attorney for Producer and in Producer’s 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 Producer’s name (including
any professional names heretofore or hereafter adopted by Producer), 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
Producer.
(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.
- ROYALTIES
(a) Provided Producer is not in material
breach hereof, Company will pay Producer with respect to Records of Artists, a
royalty of ____% of
Net Sales of Records.
(b) No royalty will be payable to Producer
on any Record until Company has recouped all recording costs (less Producer’s
Advance hereunder) incurred in connection with all Masters produced by Producer.
(c) As to Records not consisting entirely
of sound recordings embodying Masters produced by Producer, the royalty rates
otherwise payable to Producer hereunder shall be prorated.
(d) Company will compute Producer’s
royalties as of each June 30 and December 31 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 Producer. On or before the next September 30 with respect to
the period ending June 30, and on or before March 31 with respect to
the period ending December 31, Company will send Producer a statement
covering those royalties and will remit to Producer 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.
- WARRANTIES AND REPRESENTATIONS
Producer warrants and represents:
(a) Producer has the right and power to
enter into and fully perform this agreement.
(b) No materials created or provided by
Producer will violate any law or infringe upon or violate any third party rights.
(c) Producer is not and shall not be
under any disability, restriction or prohibition with respect to Producer’s
right to fully perform Producer’s services in accordance with the terms and
conditions of this agreement.
(d) Producer will not 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. Should Producer
violate this subsection, Company may, in addition to its other remedies,
terminate its obligations to thereafter pay Producer 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.
- CONFIDENTIALITY
(a) All information disclosed by Company
to Producer that relates or refers, directly or indirectly, to the provision of
services by Producer pursuant to this agreement shall constitute Confidential
Information, including (i) any and all references to music, lyrics, scripts,
sound, data, characters, settings, locations, special effects, costuming,
make-up, lighting, materials, products, technology, computer programs,
specifications, manuals, business plans, software, marketing plans, business
plans, financial information, and other information disclosed or submitted,
orally, in writing, and (ii) all work
product, complete or incomplete, generated by Producer pursuant to this
agreement.
(b) Confidential Information shall not
include any information (i) that Producer can show by documentary evidence was
known to Producer prior to the date of its disclosure to Producer by Company or
(ii) that becomes publicly known, by publication or otherwise, not due to any
unauthorized act or omission of Producer or any other party having an
obligation of confidentiality to Company.
(c) Producer agrees to maintain the
Confidential Information secret and confidential. The Confidential Information
shall remain the property of Company and shall not be disclosed or revealed by
Producer to anyone except those authorized by Company, on a need to know basis.
Producer shall be liable for any improper disclosure of the Confidential
Information by his employees, associates or affiliates.
(d) Producer's confidentiality obligations
hereunder shall survive the expiration or termination of this agreement.
- LEGAL AND EQUITABLE RELIEF:
Producer acknowledges that Producer’s 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 Producer of any of the
provisions of this agreement will cause Company great and irreparable injury
and damage. Producer expressly agrees that Company shall be entitled to the
remedies of injunction and other equitable relief to prevent or remedy a breach
by Producer 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.
- CURE PERIOD
No failure by either Company or Producer to perform any obligations under
this agreement shall be deemed a breach of this agreement until Producer 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, Producer 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 Producer’s original notice.
Notwithstanding the foregoing, there shall be no cure period if Producer’s
breach is a result of a breach of Producer’s warranties and representations
hereunder and/or Producer’s failure to timely deliver Masters, or if not
capable of being cured.
- CREDIT PROVISIONS
(a) Company shall maintain executive
credit.
(b) Company shall afford Producer credit
on the back cover of album jackets or the inner sleeves of albums in disc form
(if it contains other credits) 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 after receipt from Producer
of written notice of such failure.
- INDEMNITY
Producer agrees to and does 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 Producer
in this agreement, and Producer agrees 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 Producer hereunder in an amount exceeding Producer’s
potential liability to Company pursuant to this section. Producer may
participate in the defense of any claim at Producer’s own expense, but Company
will have the right at all times, in its sole discretion, to retain or resume
control of the defense.
- 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, at the addresses shown above, or such
other address or addresses as may be designated by either Party. Notices will
be deemed given three business days after being mailed, except that notice of
change of address will be effective only from the date of its receipt.
- MISCELLANEOUS
(a) This agreement contains the entire
understanding of the Parties relating to its subject matter, and supersedes all
previous understandings and agreements between the parties, whether oral or
written. No change or termination of this agreement will be binding upon Company
unless it is made by an instrument in writing signed by 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) The validity, interpretation and
legal effect of this agreement shall be governed by the laws of the State of ________________.
(c) In entering into this agreement, and
in providing services pursuant hereto, Producer shall have the status of an
independent contractor and nothing herein contained shall contemplate or
constitute Producer as Company's employee.
IN WITNESS WHEREOF, the
parties have executed this agreement.
COMPANY PRODUCER
By: __________________________ By: __________________________
Name: Name:
Title: Title:
Date: Date:
