Recording Artist Agreement

 
Agreement made on the _________________ (date), between Agelgil
Inc. (Name of Artist) of
____________________________________________________________
__________________ (street address, city, county, state, zip code), referred to
herein as Artist, and __________________________ (Name of
Recording Company), a corporation organized and existing under the laws of the
state of ________________, with its principal office located at
_______________________________________________________________
_______________ (street address, city, county, state, zip code), referred to
herein as Company. 
 
1. Definitions
As used in this Agreement, the following terms shall have the meanings set
forth below:
 
A. Master Recordings: every Recording of sound, whether or not coupled
with a visual image, by any method and on any other substance or material,
whether now or later known, which is used or useful in the recording,
production or manufacture of Records and/or Recordings, as defined below.
 
B. Records and/or Recordings: all forms of reproductions, now or later
known, manufactured or distributed for home use, school use, jukebox use, or
use in means of transportation, embodying sound alone, including tape
recordings and compact-disc recordings, as well as every form of Recording
embodying Artist's performances in which a visual image is, whether of Artist
or otherwise, fixed together with sound and played on Audiovisual Devices.
 
C. Audiovisual Recordings: every form of Recording embodying Artist's
performances in which a visual image is, whether of Artist or otherwise, fixed
together with sound.
 
D. Audiovisual Devices: all forms of Records embodying Audiovisual
Recordings including, but not limited to, videocassettes and videodiscs.
 
E. Controlled Composition: a musical composition which is written or
controlled, in whole or in part, directly or indirectly, by Artist or any producer.
 
F. Term: the period commencing on __________________ (date) and
ending on _____________________ (date).
 
1. Exclusive Right to Use Performances
Artist warrants and agrees that, during the Term of this Agreement:
 
A.  Company shall have the exclusive right to use Artist's performances in
connection with Records and/or Recordings of every kind including those for
use on Audiovisual Devices, for broadcast or for any other purposes which
shall in all respects be subject to Company's approval. Artist agrees to be
available from time to time, at Company's request, to perform for the purpose
of recording by means of records, film, videotape or other audiovisual media.
All of the costs and expenses incurred in connection with Record and/or
Recordings shall be deemed advances and, accordingly, shall be recoupable
by Company from any sums payable to Artist in respect of Records and/or
 Recordings under this Agreement. Artist's performances embodied on Master
Recordings delivered under this Agreement, and all right, title and interest in
and to such recorded performances shall from inception of their creation be
the property of Company in perpetuity throughout the world including, but not
limited to, the worldwide copyright to such recorded performances. Artist's
compensation shall be limited to any minimum amounts required to be paid
for such performances pursuant to any applicable collective bargaining
agreements, provided, however, that Artist waives any right to receive such
compensation to the extent that any such right may be waived in connection
with any applicable collective bargaining agreement.
 
B.  Artist shall procure for Company, promptly upon Company's request,
and in a form acceptable to Company, an irrevocable written consent by the
copyright proprietor of each musical composition embodied on any such
Records and/or Recording including, but not limited to, for use on Audiovisual
Devices, which consent grants to Company and its Licensees any and all
uses of such musical composition without any payment to such copyright
proprietor.
 
C.  Artist also grants to Company and its licensees, for promotional
purposes only, an irrevocable license under copyright to reproduce each
Controlled Composition in Records and/or Recordings and to distribute and to
perform those Records and/or Recordings throughout the world, and to
authorize others to do so. Neither Company nor its Licensees will be required
to make any payment in connection with those uses, and that license will
apply whether or not Company or its licensees receives any payment in
connection with those Records and/or Recordings.
 
3. Royalties
Conditioned upon Artist's full and faithful performance of all the terms and
conditions of this Agreement, Company shall pay Artist royalties as follows:
 
A.  On Records and/or Recordings manufactured for distribution by any
Licensee of Company, Artist will be entitled to a royalty of ______% of the net
money actually received by Company as compensation for the use of
the Records and/or Recordings, as computed after deduction of the following
amounts: (1) any direct expenses actually incurred by Company in connection
with the use concerned; and (2) a charge equal to ______% of the gross
amount of those receipts, instead of any other deduction for Company's fixed
or overhead costs. If any item of direct expenses is attributable to receipts
from such uses of Master Recordings made under this Agreement and other
Master Recordings, then the amount of that expense item which will be
deductible in computing net receipts under this paragraph will be determined
by apportionment. Company will have no obligation to make any payment to
Artist in connection with the Records and/or Recordings concerned if it
determines, in its sole discretion, to require Artist's consent as a condition of
their manufacture and distribution.
 
B. During the Term of this Agreement, no person other than Company will
be authorized to make, sell, broadcast or otherwise exploit Records and/or
Recordings featuring the musical performances of Artist unless (1) Artist first
notifies Company of all of the material terms and conditions of the proposed
agreement pursuant to which the material is to be made, sold, broadcast or
otherwise exploited including, but not limited to, the titles of the musical
 compositions covered by the proposed agreement, the format to be used, the
manner of exploitation proposed and the identities of all proposed parties to
the agreement; and (2) Artist offers to enter into an agreement with Company,
containing the same terms and conditions with respect to advances, costs,
royalties and other payments (including, but not limited to, the method of
computation and payment) described in Artist's notice and otherwise in the
same form as this Agreement, but with payments to Artist that are _____% of
the payments to Artist in such proposed agreement. If Company does not
accept Artist's offer within _______ (number) days after its receipt, Artist may
then enter into that proposed agreement with the same parties mentioned in
Artist's notice, provided that the agreement is consummated with those
Parties within ________ (number) days after the end of that ________
(number)-day period upon the same terms and conditions set forth in Artist's
notice to Company. If that agreement is not consummated within the
_______ (number)-day period, no person except Company will be authorized
to make, sell, broadcast or otherwise exploit such Records and/or Recordings
unless Artist first notifies Company and offers to enter into an agreement with
Company as provided in the first sentence of this Paragraph B. Company will
not be required, as a condition of accepting any offer made to it pursuant to
this paragraph, to agree to any terms or conditions which cannot be fulfilled
by Company as readily as by any other person (for example, but not limited
to, the employment of a particular producer).
 
C.  The royalties provided above include any royalty obligations Company
may have to any other persons who supply services or rights used in or in
connection with the Record and/or Recording performances of Artist,
including, but not limited to, producers, extras and music publishers, and any
such royalties shall be deducted from the royalties otherwise payable to Artist.
 
4. Indemnification
Artist shall indemnify Company against any losses, damages, reasonable
legal fees and other expenses that Company may incur by reason of the breach of
any of the representations or warranties made in this Agreement by Artist.
 
5. Severability
The invalidity of any portion of this Agreement will not and shall not be
deemed to affect the validity of any other provision. If any provision of this Agreement
is held to be invalid, the parties agree that the remaining provisions shall be deemed
to be in full force and effect as if they had been executed by both parties subsequent
to the expungement of the invalid provision.
 
6. No Waiver
The failure of either party to this Agreement to insist upon the performance of
any of the terms and conditions of this Agreement, or the waiver of any breach of any
of the terms and conditions of this Agreement, shall not be construed as
subsequently waiving any such terms and conditions, but the same shall continue
and remain in full force and effect as if no such forbearance or waiver had occurred.
 
7. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance
with the laws of the State of ______________.
 
8. Notices
 Any notice provided for or concerning this Agreement shall be in writing and shall
be deemed sufficiently given when sent by certified or registered mail if sent to the
respective address of each party as set forth at the beginning of this Agreement.

 9. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition to all the
sums that either party may be called on to pay, a reasonable sum for the successful
party's attorney fees.
 
10. Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding
arbitration of the parties hereto.  If the parties cannot agree on an arbitrator, each
party shall select one arbitrator and both arbitrators shall then select a third.  The
third arbitrator so selected shall arbitrate said dispute. The arbitration shall be
governed by the rules of the American Arbitration Association then in force and
effect.

 11. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and
any prior understanding or representation of any kind preceding the date of this
Agreement shall not be binding upon either party except to the extent incorporated in
this Agreement.
 
12. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either
party in connection with this Agreement shall be binding only if placed in writing and
signed by each party or an authorized representative of each party.
 
13. Assignment of Rights
The rights of each party under this Agreement are personal to that party and
may not be assigned or transferred to any other person, firm, corporation, or other
entity without the prior, express, and written consent of the other party.
 
14. In this Agreement, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine
includes feminine.
 
WITNESS our signatures as of the day and date first above stated.
 
___________________________
(Name of Company)
 
  
________________________ By:_________________________________          
 
(Printed name)        __________________________
________________________ (Printed name & Office in Corporation) 
(Signature of Artist)      __________________________