Common use of RECORDING PROCEDURE Clause in Contracts

RECORDING PROCEDURE. (a) (i) Prior to the commencement of recording each Album, you and Company shall mutually agree on each of the following before you proceed further: (A) selection of producer and the financial terms of the agreement between you and such producer; (B) selection of material, it being understood that some songs are written while recording, which songs shall be subject to acceptance by Company, including the number of Compositions to be recorded; and (C) the dates of recording and mixing and the studios where recording and mixing are to take place. Subject to Company's approval of budget and financial terms, EMOSIA is deemed approved and accepted as the Producer of Album 1. With regard to Albums 1 through 4, Company shall be deemed to have approved any first-class recording studio including as to the First Album, Ligosa Sound Studio (Cincinnati, OH) for both recording and mixing, subject to and consistent with an approved budget. In addition, at least fourteen (14) days prior to the date of the first recording session for the Album concerned, you shall submit to Company in writing a proposed recording budget setting forth, in itemized detail, all anticipated Recording Costs for the album concerned. Upon receipt of Company's written approval of such recording budget, which shall not be unreasonably withheld, you shall commence such sessions. A proposed Recording Budget will be deemed approved which is not more than ninety percent (90%) of the applicable Recording Advance. (ii) Nothing in this agreement shall obligate Company to continue or permit the continuation of any recording sessions, even if previously approved hereunder, if Company reasonably anticipates that the Recording Costs for the applicable Masters will exceed the applicable Recording Advance or that Masters constituting the applicable Recording Commitment will not be Commercially Satisfactory. (iii) It is of the essence of this agreement that you obtain prior to each applicable recording session and deliver to Company within seventy-two (72) hours following each such recording session, a duly completed and executed Form 1-9 or such similar or other forms as may be prescribed by the United States Immigration and Naturalization Service or other government agency regarding citizenship, permanent residency or so-called "documented worker" status which Company notifies you of in respect of each individual employed to render recording services hereunder. You shall simultaneously obtain and deliver to Company true and complete copies of all evidentiary documents relating to the contents or subject matter of said forms. In the event you fail to comply with any of the foregoing requirements, Company may deduct any resulting penalty payments from all monies payable to you under this agreement. (b) No Recordings shall be made by or include unauthorized Sampling. ("Sampling," as used herein, refers to the use and reproduction of pre-existing musical material, hereinafter "Sampled Material," which is owned or controlled by any Person other than you, in a Recording hereunder, but is not intended to refer to Artist's newly recorded performance hereunder of a musical composition previously recorded by other recording artist(s) and heretofore released.) Concurrently with your delivery to Company of a Recording, you shall notify Company in writing of the names and addresses of all recording artists, record companies, songwriters and publishers and/or any other Persons who have any right, title or interest of any kind in any Sampled Material embodied in that Recording. You shall be solely responsible for obtaining all consents and licenses necessary or desirable in connection with the use, reproduction and licensing by Company, of any Sampled Material in any Recording hereunder for Records and Audiovisual Records and reproductions thereof, so that Company shall enjoy the full and perpetual rights granted to Company pursuant to paragraph 5 with respect to Recordings hereunder; at Company's request, you shall supply Company with fully executed copies of any such consents, licenses and other related documentation. You shall be solely responsible for and shall account for and pay to any and all Persons who own or control Sampled Material any monies or other compensation to which such Persons are entitled as a result of any use hereunder by Company of any Recording embodying such Sampled Material. Notwithstanding anything to the contrary expressed or implied herein, no royalties, Advances or other monies shall be earned by or payable to you hereunder or under any other agreement in connection with any Record embodying any Sampled Material, and no Recording embodying Sampled Material shall be deemed Delivered hereunder unless and until you have obtained, on Company's behalf, all rights required hereunder with respect to such Sampled Material, and, if Company requests, until Company receives documentation satisfactory to Company with respect thereto. (c) Each Album Delivered by you as part of the Recording Commitment shall only contain newly-recorded studio Masters of previously unrecorded Compositions (other than demonstration recordings) made specifically for the applicable Album, unless an authorized signatory on behalf of Company consents otherwise in writing, which consent Company may withhold in its unrestricted discretion.

RECORDING PROCEDURE. (a) (i) Prior to the commencement of recording each Album, you and Company shall mutually agree on each of the following before you proceed further: (A) selection of producer and the financial terms of the agreement between you and such producer; (B) selection of material, it being understood that some songs are written while recording, which songs shall be subject to acceptance by Company, including the number of Compositions to be recorded; and (C) the dates of recording and mixing and the studios where recording and mixing are to take place. Subject to Company's approval of budget and financial terms, EMOSIA ▇▇▇ Saint ▇▇▇▇▇▇▇ is deemed approved and accepted as the Producer Producer, Mixer and Engineer of Album 1. With regard to Albums 1 through 45, Company shall be deemed to have approved any first-class recording studio including as to the First Album, Ligosa Sound Studio (Cincinnati, OH) for both recording and mixing, subject to and consistent with an approved budget. In addition, at least fourteen (14) days prior to the date of the first recording session for the Album concerned, you shall submit to Company in writing a proposed recording budget setting forth, in itemized detail, all anticipated Recording Costs for the album concerned. Upon receipt of Company's written approval of such recording budget, which shall not be unreasonably withheld, you shall commence such sessions. A proposed Recording Budget will be deemed approved which is not more than ninety percent (90%) of the applicable Recording Advance. (ii) Nothing in this agreement shall obligate Company to continue or permit the continuation of any recording sessions, even if previously approved hereunder, if Company reasonably anticipates that the Recording Costs for the applicable Masters will exceed one-hundred and ten percent (110%) of the applicable Recording Advance amount authorized by Company or that Masters constituting the applicable Recording Commitment will not be Commercially Satisfactory. (iii) It is of the essence of this agreement that you obtain prior to each applicable recording session and deliver to Company within seventy-two (72) hours following each such recording session, a duly completed and executed Form 1-9 I-9 (or such similar or other forms as may be prescribed by the United States Immigration and Naturalization Service or other government agency regarding citizenship, permanent residency or so-called "documented worker" status which Company notifies you of in respect of each individual employed to render recording services hereunder. You shall simultaneously obtain and deliver to Company true and complete copies of all evidentiary documents relating to the contents or subject matter of said forms. In the event you fail to comply with any of the foregoing requirements, Company may deduct any resulting penalty payments from all monies payable to you under this agreement or any other agreement. (b) No Recordings shall be made by or include unauthorized Sampling. ("Sampling," as used herein, refers to the use and reproduction of pre-existing musical material, hereinafter "Sampled Material," which is owned or controlled by any Person other than you, in a Recording hereunderhereunder , but is not intended to refer to Artist's newly recorded performance hereunder of a musical composition previously recorded by other recording artist(s) and heretofore released.) Concurrently with your delivery to Company of a Recording, you shall notify Company in writing of the names and addresses of all recording artists, record companies, songwriters and publishers and/or any other Persons who have any right, title or interest of any kind in any Sampled Material embodied in that Recording. You shall be solely responsible for obtaining all consents and licenses necessary or desirable in connection with the use, reproduction and licensing by Company, of any Sampled Material in any Recording hereunder for Records and Audiovisual Records and reproductions thereof, so that Company shall enjoy the full and perpetual rights granted to Company pursuant to paragraph 5 with respect to Recordings hereunder; at Company's request, you shall supply Company with fully executed copies of any such consents, licenses and other related documentation. You shall be solely responsible for and shall account for and pay to any and all Persons who own or control Sampled Material any monies or other compensation to which such Persons are entitled as a result of any use hereunder by Company of any Recording embodying such Sampled Material. Notwithstanding anything to the contrary expressed or implied herein, no royalties, Advances or other monies shall be earned by or payable to you hereunder or under any other agreement in connection with any Record embodying any Sampled Material, and no Recording embodying Sampled Material shall be deemed Delivered hereunder unless and until you have obtained, on Company's behalf, all rights required hereunder with respect to such Sampled Material, and, if Company requests, until Company receives documentation satisfactory to Company with respect thereto. (c) Each Album Delivered by you as part of the Recording Commitment shall only contain newly-recorded studio Masters of previously unrecorded Compositions (other than demonstration recordings) made specifically for the applicable Album, unless an authorized signatory on behalf of Company consents otherwise in writing, which consent Company may withhold in its unrestricted discretion.

RECORDING PROCEDURE. 4.1 All matters .concerning the recording procedure of Masters herein shall be determined by Company, including, without limitation; (a) (i) Prior to the commencement of recording each Album, you and Company shall mutually agree on each of the following before you proceed further: (A1) selection of producer and the financial terms of the agreement between you and such producerproducer(s); (B2) selection of material, it being understood that some songs are written while recording, which songs shall be subject to acceptance by Company, . including the number of Compositions to be recorded; and (C3) the specification of dates of recording and mixing and the studios where recording and mixing are is to take place. Subject , including the cost of recording herein. 4.2 Each Master Recording made hereunder shall bc subject to Company's approval of budget that such recordings be technically and financial terms, EMOSIA is deemed approved and accepted as the Producer of Album 1. With regard to Albums 1 through 4, Company shall be deemed to have approved any first-class recording studio including as to the First Album, Ligosa Sound Studio (Cincinnati, OH) for both recording and mixing, subject to and consistent with an approved budget. In addition, at least fourteen (14) days prior to the date of the first recording session commercially satisfactory for the Album concernedmanufacture and sale of Phonograph Records 4.3 No "live" Recording or Recordings will apply in fulfillment of Your Recording Commitment nor will Company be required to make any payment in connection with any such Recording, you shall submit to unless Company agrees in writing a proposed recording budget setting forth, in itemized detail, all anticipated or such Recording Costs for the album concernedis actually released by Company. Upon receipt of Company's written approval of such recording budget, which shall not be unreasonably withheld, you shall commence such sessions. A proposed Recording Budget No Composition previously recorded by You will be deemed approved which recorded under this agreement. No Joint Recording or other recording not recorded and Delivered in full compliance with the material terms and conditions of this Agreement will apply in fulfillment of Your Recording Commitment, nor will Company be required to make any payments in connection with any such Joint Recording other than royalties due You hereunder, even if such Joint Recording is not more than ninety percent (90%) of the applicable Recording Advanceactually released by Company. (ii) 4.4 Nothing in this agreement shall obligate Company to continue or permit the continuation of any recording sessionssession or project, even if previously approved hereunder, if Company reasonably anticipates that the Recording Costs for the applicable Masters will exceed those specified in the applicable Recording Advance approved budget or that Masters constituting the applicable Recording Commitment Recordings being produced will not be Commercially Satisfactorycommercially satisfactory. (iii) It is 4.5 No Recordings shall bc made by unauthorized dubbing. 4.6 If for any reason You unreasonably delay thc commencement of or are unavailable for any recording sessions for the essence of this agreement that you obtain prior to each applicable recording session and deliver to Masters, You shall, upon Company's demand, pay Company within seventy-two (72) hours following each such recording session, a duly completed and executed Form 1-9 or such similar or other forms as may be prescribed by the United States Immigration and Naturalization Service or other government agency regarding citizenship, permanent residency or so-called "documented worker" status which Company notifies you of in respect of each individual employed to render recording services hereunder. You shall simultaneously obtain and deliver to Company true and complete copies of all evidentiary documents relating an amount equal to the contents charges paid or subject matter of said formsincurred by Company by reason thereof. In the event you fail to comply with any of the foregoing requirementsCompany may, Company may without limiting its other rights or remedies hereunder, deduct any resulting penalty payments such amounts from all monies payable to you under this agreementYou hereunder. (b) No Recordings shall be made by or include unauthorized Sampling. ("Sampling," as used herein, refers to the use and reproduction of pre-existing musical material, hereinafter "Sampled Material," which is owned or controlled by any Person other than you, in a Recording hereunder, but is not intended to refer to Artist's newly recorded performance hereunder of a musical composition previously recorded by other recording artist(s) and heretofore released.) Concurrently with your delivery to Company of a Recording, you shall notify Company in writing of the names and addresses of all recording artists, record companies, songwriters and publishers and/or any other Persons who have any right, title or interest of any kind in any Sampled Material embodied in that Recording. You shall be solely responsible for obtaining all consents and licenses necessary or desirable in connection with the use, reproduction and licensing by Company, of any Sampled Material in any Recording hereunder for Records and Audiovisual Records and reproductions thereof, so that Company shall enjoy the full and perpetual rights granted to Company pursuant to paragraph 5 with respect to Recordings hereunder; at Company's request, you shall supply Company with fully executed copies of any such consents, licenses and other related documentation. You shall be solely responsible for and shall account for and pay to any and all Persons who own or control Sampled Material any monies or other compensation to which such Persons are entitled as a result of any use hereunder by Company of any Recording embodying such Sampled Material. Notwithstanding anything to the contrary expressed or implied herein, no royalties, Advances or other monies shall be earned by or payable to you hereunder or under any other agreement in connection with any Record embodying any Sampled Material, and no Recording embodying Sampled Material shall be deemed Delivered hereunder unless and until you have obtained, on Company's behalf, all rights required hereunder with respect to such Sampled Material, and, if Company requests, until Company receives documentation satisfactory to Company with respect thereto. (c) Each Album Delivered by you as part of the Recording Commitment shall only contain newly-recorded studio Masters of previously unrecorded Compositions (other than demonstration recordings) made specifically for the applicable Album, unless an authorized signatory on behalf of Company consents otherwise in writing, which consent Company may withhold in its unrestricted discretion.

RECORDING PROCEDURE. 4.1 All matters concerning the recording procedure of Masters herein shall be determined by Company, including, without limitation; (a) (i) Prior to the commencement of recording each Album, you and Company shall mutually agree on each of the following before you proceed further: (A1) selection of producer and the financial terms of the agreement between you and such producerproducer(s); (B2) selection of material, it being understood that some songs are written while recording, which songs shall be subject to acceptance by Company, including the number of Compositions to be recorded; and (C3) the specification of dates of recording and mixing and the studios where recording and mixing are is to take place. Subject , including the cost of recording herein. 4.2 Each Master Recording made hereunder shall be subject to Company's approval of budget that such recordings be technically and financial terms, EMOSIA is deemed approved and accepted as the Producer of Album 1. With regard to Albums 1 through 4, Company shall be deemed to have approved any first-class recording studio including as to the First Album, Ligosa Sound Studio (Cincinnati, OH) for both recording and mixing, subject to and consistent with an approved budget. In addition, at least fourteen (14) days prior to the date of the first recording session commercially satisfactory for the Album concernedmanufacture and sale of Phonograph Records. 4.3 No "live" Recording or Recordings will apply in fulfillment of Your Recording Commitment nor will Company be required to make any payment in connection with any such Recording, you shall submit to unless Company agrees in writing a proposed recording budget setting forth, in itemized detail, all anticipated or such Recording Costs for the album concernedis actually released by Company. Upon receipt of Company's written approval of such recording budget, which shall not be unreasonably withheld, you shall commence such sessions. A proposed Recording Budget No Composition previously recorded by You will be deemed approved which recorded under this agreement. No Joint Recording or other recording not recorded and Delivered in full compliance with the material terms and conditions of this Agreement will apply in fulfillment of Your Recording Commitment, nor will Company be required to make any payments in connection with any such Joint Recording other than royalties due You hereunder, even if such Joint Recording is not more than ninety percent (90%) of the applicable Recording Advanceactually released by Company. (ii) 4.4 Nothing in this agreement shall obligate Company to continue or permit the continuation of any recording sessions, session or project; even if previously approved hereunder, if Company reasonably anticipates that the Recording Costs for the applicable Masters will exceed those specified in the applicable Recording Advance approved budget or that Masters constituting the applicable Recording Commitment Recordings being produced will not be Commercially Satisfactorycommercially satisfactory. (iii) It is of the essence of this agreement that you obtain prior to each applicable recording session and deliver to Company within seventy-two (72) hours following each such recording session, a duly completed and executed Form 1-9 or such similar or other forms as may be prescribed by the United States Immigration and Naturalization Service or other government agency regarding citizenship, permanent residency or so-called "documented worker" status which Company notifies you of in respect of each individual employed to render recording services hereunder. You shall simultaneously obtain and deliver to Company true and complete copies of all evidentiary documents relating to the contents or subject matter of said forms. In the event you fail to comply with any of the foregoing requirements, Company may deduct any resulting penalty payments from all monies payable to you under this agreement. (b) 4.5 No Recordings shall be made by unauthorized dubbing. 4.6 If for any reason You unreasonably delay the commencement of or include unauthorized Sampling. ("Sampling," as used hereinare unavailable for any recording sessions for the Masters, refers You shall, upon Company's demand, pay Company an amount equal to the use and reproduction of pre-existing musical materialcharges paid or incurred by Company by reason thereof. Company may, hereinafter "Sampled Material," which is owned without limiting its other rights or controlled by any Person other than you, in a Recording remedies hereunder, but is not intended to refer to Artist's newly recorded performance hereunder of a musical composition previously recorded by other recording artist(s) and heretofore released.) Concurrently with your delivery to Company of a Recording, you shall notify Company in writing of the names and addresses of all recording artists, record companies, songwriters and publishers and/or any other Persons who have any right, title or interest of any kind in any Sampled Material embodied in that Recording. You shall be solely responsible for obtaining all consents and licenses necessary or desirable in connection with the use, reproduction and licensing by Company, of any Sampled Material in any Recording hereunder for Records and Audiovisual Records and reproductions thereof, so that Company shall enjoy the full and perpetual rights granted to Company pursuant to paragraph 5 with respect to Recordings hereunder; at Company's request, you shall supply Company with fully executed copies of any deduct such consents, licenses and other related documentation. You shall be solely responsible for and shall account for and pay to any and all Persons who own or control Sampled Material any amounts from monies or other compensation to which such Persons are entitled as a result of any use hereunder by Company of any Recording embodying such Sampled Material. Notwithstanding anything to the contrary expressed or implied herein, no royalties, Advances or other monies shall be earned by or payable to you hereunder or under any other agreement in connection with any Record embodying any Sampled Material, and no Recording embodying Sampled Material shall be deemed Delivered hereunder unless and until you have obtained, on Company's behalf, all rights required hereunder with respect to such Sampled Material, and, if Company requests, until Company receives documentation satisfactory to Company with respect theretoYou hereunder. (c) Each Album Delivered by you as part of the Recording Commitment shall only contain newly-recorded studio Masters of previously unrecorded Compositions (other than demonstration recordings) made specifically for the applicable Album, unless an authorized signatory on behalf of Company consents otherwise in writing, which consent Company may withhold in its unrestricted discretion.

RECORDING PROCEDURE. (a) Producer shall schedule and conduct recording sessions hereunder only after obtaining Company's written approval (isuch approvals not to be unreasonably withheld) Prior to the commencement of recording each Album, you and Company shall mutually agree on each of the following before you proceed further: (A) selection of producer and the financial terms of the agreement between you and such producer; (B) selection of material, it being understood that some songs are written while recording, which songs shall be subject to acceptance by Company, including the number of Compositions selections to be recorded; and (C) , the dates places of recording and mixing recording, the individual producers and the studios where recording and mixing are to take placeAuthorized Budget. Subject to Company's approval of budget and financial terms, EMOSIA is deemed approved and accepted as the Producer of Album 1. With regard to Albums 1 through 4, Company shall be deemed to have approved any first-class recording studio including as to the First Album, Ligosa Sound Studio (Cincinnati, OH) for both recording and mixing, subject to and consistent with an approved budget. In addition, request such approvals at least fourteen thirty (1430) days prior to the proposed first date of the first recording session for the Album concerned, you shall submit to recording. If Company in writing a proposed recording budget setting forth, in itemized detail, all anticipated Recording Costs for the album concerned. Upon receipt of Company's written approval of such recording budget, which shall not be unreasonably withheld, you shall commence such sessions. A proposed Recording Budget will be deemed approved which is not more than ninety percent (90%) of the applicable Recording Advance. (ii) Nothing in this agreement shall obligate Company to continue or permit the continuation of any recording sessions, even if previously approved hereunder, if Company reasonably anticipates that the Recording Costs for the applicable Masters will exceed the applicable Recording Advance or that Masters constituting the applicable Recording Commitment will not be Commercially Satisfactory. (iii) It is of the essence of this agreement that you obtain prior to each applicable recording session and deliver to Company within seventy-two (72) hours following each such recording session, a duly completed and executed Form 1-9 or such similar or other forms as may be prescribed by the United States Immigration and Naturalization Service or other government agency regarding citizenship, permanent residency or so-called "documented worker" status which Company notifies you of in respect of each individual employed to render recording services hereunder. You shall simultaneously obtain and deliver to Company true and complete copies of all evidentiary documents relating to the contents or subject matter of said forms. In the event you fail to comply with disapproves any of the foregoing requirementsforegoing, Producer shall promptly submit alternative proposals, but in all instances allowing Company may deduct any resulting penalty payments from all monies payable a reasonable period of review prior to you under the proposed first date of recording; for the purpose of this agreementparagraph 4(a)(i), a thirty (30) day period of review shall be deemed to be reasonable. (b) No Recordings Producer shall engage artists, producers, musicians, recording studios and other personnel and facilities for the recording sessions for Masters to be made by or include unauthorized Sampling. ("Sampling," as used herein, refers to the use and reproduction of pre-existing musical material, hereinafter "Sampled Material," which is owned or controlled by any Person other than you, in a Recording recorded hereunder, but is not intended to refer to Artist's newly recorded performance hereunder of only after having submitted a musical composition previously recorded by other recording artist(s) and heretofore released.) Concurrently with your delivery to Company of a Recording, you shall notify Company in writing of the names and addresses detailed written estimate of all recording artistscosts to be incurred in connection therewith in the form attached hereto as Exhibit C (as Company may update such form from time to time) and having obtained a written authorization therefor signed by one of Company's officers. Such estimate shall provide for payment to Artist of only minimum union scale for Artist's services, record companiesincluding any services performed by Artist for arrangements or orchestrations supplied by Artist. Notwithstanding the foregoing, songwriters it is expressly understood and publishers and/or any other Persons who have any rightagreed that the advance or Sales Advance, title or interest as applicable, payable to Producer in respect of any kind a particular album hereunder shall in any Sampled Material embodied in that Recording. You shall part be solely responsible deemed a prepayment by Company of Artist's applicable union scale for obtaining all consents and licenses necessary or desirable Artist's services in connection with such album, and Producer shall deliver, and shall cause Artist to deliver, all documents, if any, required by the useapplicable union to implement this sentence. The aforesaid written authorization to conduct such session or sessions shall indicate the maximum amount which Producer may expend for such recording costs (the "Authorized Budget"). The granting of authorizations and the approval of Authorized Budgets shall be entirely within Company's discretion; provided, reproduction and licensing by Company, of any Sampled Material in any Recording hereunder for Records and Audiovisual Records and reproductions thereof, so that Company shall enjoy agrees to approve an Authorized Budget for any particular album which does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) for such album as long as the full and perpetual rights granted to Company pursuant to paragraph 5 with respect to Recordings hereunder; at Company's request, you shall supply Company with fully executed copies of any such consents, licenses and other related documentation. You shall be solely responsible for and shall account for and pay to any and all Persons who own or control Sampled Material any monies or other compensation to which such Persons are entitled as a result of any use hereunder by Company of any Recording embodying such Sampled Material. Notwithstanding anything to the contrary expressed or implied herein, no royalties, Advances or other monies shall be earned by or payable to you hereunder or under any other agreement in connection with any Record embodying any Sampled Material, and no Recording embodying Sampled Material shall be deemed Delivered hereunder unless and until you have obtained, on Company's behalf, all rights required hereunder with respect to such Sampled Material, and, if Company requests, until Company receives documentation satisfactory to Company with respect thereto. (c) Each Album Delivered by you as part of the Recording Commitment shall only contain newly-recorded studio Masters of previously unrecorded Compositions (other than demonstration recordings) made specifically for the applicable Album, unless an authorized signatory on behalf of Company consents otherwise in writing, which consent Company may withhold in its unrestricted discretion.budget submitted contains a