RECORDING PROCEDURE. (a) Prior to the commencement of recording in each instance you and RISING STAR shall mutually agree on each of the following, in order, before you proceed further: (1) selection of Producer; (2) selection of material, including, without limitation, the number of Compositions to be recorded. (RISING STAR shall not be deemed unreasonable in rejecting any request to record an Album which would constitute a Multiple Record Set); and (3) selection of dates of recording and studios where recording is to take place, including the cost of recording at such studios. (RISING STAR shall only disapprove the use of a particular studio if it is not a first‑class recording studio, if its use would be inconsistent with any of RISING STAR's union agreements, if RISING STAR anticipates that its use would cause labor difficulties for other reasons, or if RISING STAR anticipates that its use would require expenditures inconsistent with the approved recording budget.) The scheduling and booking of all studio time shall be done by RISING STAR in accordance with your reasonable requests. In addition, at least fourteen (14) days prior to the date of the first recording session for the recording of any Recordings, you shall submit to RISING STAR in writing, for RISING STAR's written approval, a proposed budget setting forth, in itemized detail, all anticipated Recording Costs. A budget not exceeding the applicable Recording Fund fixed in paragraph 6.01 below, less any payments to or on behalf of you or the Artist which are intended to reduce such Recording Fund, shall not be disapproved by RISING STAR by reason of the budget's overall amount, but each of the items constituting the budget shall be subject to RISING STAR's prior written approval. (b) You shall notify the appropriate Local of the American Federation of Musicians in advance of each recording session. (c) As and when reasonably required by RISING STAR, you shall allow RISING STAR's representatives to attend any and all recording sessions hereunder at RISING STAR's expense. (Those expenses shall not be recoupable.) (d) You shall timely supply RISING STAR with all of the information RISING STAR needs in order: (1) to make payments due or required in connection with Recordings hereunder; (2) to comply with any and all other obligations RISING STAR may have in connection with the making of Recordings hereunder; and (3) to release Records derived from such Recordings. You shall be solely responsible for and shall pay any penalties incurred for late payment caused by your delay in submitting union contract forms, report forms or invoices, or other documents. (e) Your submission of Recordings to RISING STAR shall constitute your representation that you have obtained all necessary licenses, approvals, consents and permissions. (a) No Composition previously recorded by the Artist shall be recorded under this agreement. No "live" Recording, Joint Recording, or Recording not made in full compliance with this agreement shall apply in fulfillment of your Recording Commitment, and RISING STAR shall not be required to make any payments in connection with any such Recording except any royalties which may become due under this agreement if the Recording is released or otherwise exploited by RISING STAR. (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 or would not otherwise be subject to RISING STAR's rights under Article 7 below, in a Recording hereunder.) Concurrently with your delivery to RISING STAR of a Recording, you shall notify RISING STAR 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 and reproduction, and in connection with the licensing of the use and reproduction, of any Sampled Material in any Recording hereunder, so that RISING STAR shall enjoy the full and perpetual rights otherwise granted to RISING STAR pursuant to Article 7 hereunder with respect to Recordings hereunder; at RISING STAR's request, you shall supply RISING STAR 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 RISING STAR 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 otherwise 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 RISING STAR's behalf, all rights required hereunder with respect to such Sampled Material, and, if RISING STAR requests, until RISING STAR receives documentation satisfactory to RISING STAR with respect thereto. 4.03. Nothing in this agreement shall obligate RISING STAR to continue or permit the continuation of any recording session or project, even if previously approved hereunder, if RISING STAR reasonably anticipates that the Recording Costs plus all other Advances attributable to the recording session or project concerned shall exceed those specified in the approved budget therefor, or that the Recordings being produced shall not be commercially satisfactory to RISING STAR for the manufacture and sale of Records.
Appears in 1 contract
Sources: Recording Agreement
RECORDING PROCEDURE. (a) Prior to the commencement of 4.01. You will conduct recording in each instance you and RISING STAR shall mutually agree on each sessions only after first obtaining Universal's written approval of the following, in order, before you proceed further: (1) selection of Producer; (2) selection of material, including, without limitationindividual producer, the number places of recording, the Compositions to be recordedrecorded and the Authorized Budget. (RISING STAR shall not be deemed unreasonable in rejecting any You will request to record an Album which would constitute a Multiple Record Set); and (3) selection of dates of recording and studios where recording is to take place, including the cost of recording at such studios. (RISING STAR shall only disapprove the use of a particular studio if it is not a first‑class recording studio, if its use would be inconsistent with any of RISING STAR's union agreements, if RISING STAR anticipates that its use would cause labor difficulties for other reasons, or if RISING STAR anticipates that its use would require expenditures inconsistent with the approved recording budget.) The scheduling and booking of all studio time shall be done by RISING STAR in accordance with your reasonable requests. In addition, approvals at least fourteen (14) days prior to the proposed first date of recording, and Universal will not unreasonably withhold any such approval. If Universal disapproves any of the foregoing, you will promptly submit alternative proposals, but in all instances you will allow Universal a reasonable period of review prior to the proposed first date of recording. Universal will approve any first-class recording session studio provided (i) its use would not be inconsistent with any of Universal's union agreements, (ii) its use would not cause labor difficulties for other reasons, (iii) the studio takes appropriate measures (as determined by Universal in its sole discretion) to secure any material recorded on its premises, and (iv) Universal does not anticipate that its use will require expenditures inconsistent with the Authorized Budget. You and Artist acknowledge the importance of securing all Recordings made hereunder and of preventing “leaks” of Recordings, and you and Artist will cooperate with Universal in taking measures to insure that Artist’s Recordings are not made available to any Person other than Universal without prior written authorization from Universal. The scheduling and booking of all studio time will be done by Universal.
4.02. You will engage all artists, producers, musicians, and other personnel for the recording sessions hereunder, but only after you submit a written budget listing all Recording Costs to be incurred in connection therewith and after you receive written approval of such budget signed by one of Universal's officers (the "Authorized Budget"). The Authorized Budget may provide for payment to you and Artist of no more than union scale for your and Artist's services (subject to paragraph 5.01) and will not contain a charge for arrangements or orchestrations supplied by you or Artist. The Authorized Budget will constitute the maximum amount that you may expend for the applicable session or sessions. The granting of authorizations and the approval of Authorized Budgets are entirely within Universal's discretion. Universal agrees to approve as an Authorized Budget a realistic and legitimate budget for any Recordings, you shall submit to RISING STAR in writing, for RISING STAR's written approval, a proposed budget setting forth, in itemized detail, all anticipated Recording Costs. A budget particular Album that does not exceeding exceed eighty-five percent (85%) of the then remaining applicable Recording Fund fixed in for such Album pursuant to paragraph 6.01 below, less any payments to or on behalf of you or the Artist which are intended to reduce such Recording Fund, shall not be disapproved by RISING STAR by reason of the budget's overall amount, but each of the items constituting the budget shall be subject to RISING STAR's prior written approval.
(b) You shall notify the appropriate Local of the American Federation of Musicians in advance of each recording session.
(c) As and when reasonably required by RISING STAR, you shall allow RISING STAR's representatives to attend any and all recording sessions hereunder at RISING STAR's expense. (Those expenses shall not be recoupable.)
(d) You shall timely supply RISING STAR with all of the information RISING STAR needs in order: (1) to make payments due or required in connection with Recordings hereunder; (2) to comply with any and all other obligations RISING STAR may have in connection with the making of Recordings hereunder; and (3) to release Records derived from such Recordings. You shall be solely responsible for and shall pay any penalties incurred for late payment caused by your delay in submitting union contract forms, report forms or invoices, or other documents.
(e) Your submission of Recordings to RISING STAR shall constitute your representation that you have obtained all necessary licenses, approvals, consents and permissions.6.02
(a) No Composition previously recorded by hereof (as same may be reduced pursuant to the Artist shall be recorded under provisions of this agreement) and is otherwise in conformity with the requirements hereof. Universal has the right to have a representative attend all recording sessions conducted pursuant to this agreement. No "live" Recording, Joint Recording, Without limiting Universal's other rights or Recording not made in full compliance with this agreement shall apply in fulfillment of your Recording Commitment, and RISING STAR shall not be required to make any payments in connection with any such Recording except any royalties which may become due under this agreement if the Recording is released or otherwise exploited by RISING STAR.
(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 or would not otherwise be subject to RISING STAR's rights under Article 7 below, in a Recording hereunder.) Concurrently with your delivery to RISING STAR of a Recording, you shall notify RISING STAR 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 and reproduction, and in connection with the licensing of the use and reproduction, of any Sampled Material in any Recording hereunder, so that RISING STAR shall enjoy the full and perpetual rights otherwise granted to RISING STAR pursuant to Article 7 hereunder with respect to Recordings hereunder; at RISING STAR's request, you shall supply RISING STAR 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 RISING STAR 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 otherwise 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 RISING STAR's behalf, all rights required hereunder with respect to such Sampled Material, andremedies, if RISING STAR requests, until RISING STAR receives documentation satisfactory it reasonably appears to RISING STAR with respect thereto.
4.03. Nothing in this agreement shall obligate RISING STAR to continue or permit the continuation of any recording session or project, even if previously approved hereunder, if RISING STAR reasonably anticipates Universal that the Recording Costs plus all other Advances attributable to for any Masters will exceed the recording session or project concerned shall exceed those specified in the approved budget therefor, or that the Recordings being produced shall not be commercially satisfactory to RISING STAR for the manufacture and sale of Records.Authorized
Appears in 1 contract
Sources: Upstreaming Agreement
RECORDING PROCEDURE. (a) Prior to the commencement of 4.01. You will conduct recording in each instance you and RISING STAR shall mutually agree on each sessions only after first obtaining Universal's written approval of the following, in order, before you proceed further: (1) selection of Producer; (2) selection of material, including, without limitationindividual producer, the number places of recording, the Compositions to be recordedrecorded and the Authorized Budget. (RISING STAR shall not be deemed unreasonable in rejecting any You will request to record an Album which would constitute a Multiple Record Set); and (3) selection of dates of recording and studios where recording is to take place, including the cost of recording at such studios. (RISING STAR shall only disapprove the use of a particular studio if it is not a first‑class recording studio, if its use would be inconsistent with any of RISING STAR's union agreements, if RISING STAR anticipates that its use would cause labor difficulties for other reasons, or if RISING STAR anticipates that its use would require expenditures inconsistent with the approved recording budget.) The scheduling and booking of all studio time shall be done by RISING STAR in accordance with your reasonable requests. In addition, approvals at least fourteen (14) days prior to the proposed first date of recording, and Universal will not unreasonably withhold any such approval. If Universal disapproves any of the foregoing, you will promptly submit alternative proposals, but in all instances you will allow Universal a reasonable period of review prior to the proposed first date of recording. Universal will approve any first-class recording studio provided (i) its use would not be inconsistent with any of Universal's union agreements, (ii) its use would not cause labor difficulties for other reasons, (iii) the studio takes appropriate measures (as determined by Universal in its sole discretion) to secure any material recorded on its premises, and (iv) Universal does not anticipate that its use will require expenditures inconsistent with the Authorized Budget. You and Artist acknowledge the importance of securing all Recordings made hereunder and of preventing “leaks” of Recordings, and you and Artist will cooperate with Universal in taking measures to insure that Artist’s Recordings are not made available to any Person other than Universal without prior written authorization from Universal. The scheduling and booking of all studio time will be done by Universal.
4.02. You will engage all artists, producers, musicians, and other personnel for the recording sessions hereunder, but only after you submit a written budget listing all Recording Costs to be incurred in connection therewith and after you receive written approval of such budget signed by one of Universal's officers (the "Authorized Budget"). The Authorized Budget may provide for payment to you and Artist of no more than union scale for your and Artist's services (subject to paragraph 5.01) and will not contain a charge for arrangements or orchestrations supplied by you or Artist. The Authorized Budget will constitute the maximum amount that you may expend for the applicable session or sessions. The granting of authorizations and the approval of Authorized Budgets are entirely within Universal's discretion. Universal agrees to approve as an Authorized Budget a realistic and legitimate budget for any particular Album that does not exceed eighty-five percent (85%) of the then remaining applicable Recording Fund for such Album pursuant to paragraph 6.02(a) hereof (as same may be reduced pursuant to the provisions of this agreement) and is otherwise in conformity with the requirements hereof. Universal has the right to have a representative attend all recording sessions conducted pursuant to this agreement. Without limiting Universal's other rights or remedies, if it reasonably appears to Universal that the Recording Costs for any Masters will exceed the Authorized Page 25 Budget therefor, Universal has the right to immediately cease paying Recording Costs unless you establish to Universal's reasonable satisfaction that you can and will pay or reimburse Universal for any Recording Costs in excess of the Authorized Budget. Nothing contained in this agreement will be deemed to make you or Artist Universal's agent or authorize you or Artist to incur any costs on Universal's behalf under this agreement.
4.03. Universal agrees to advance Recording Costs for the production of each particular Record of the Recording Commitment in an amount not in excess of the Authorized Budget therefor. You will deliver copies of substantiating invoices, receipts, Form Bs, vouchers and similar satisfactory documentary evidence of such costs, and if you fail to do so, Universal's obligation to pay further Recording Costs will be suspended until delivery thereof. You agree to deliver (or cause the individual producer of the Masters to deliver) the Immigration and Naturalization Service certificates described in paragraph 4.05 below, Form Bs and W-4s to Universal within seventy-two (72) hours after each session hereunder so that Universal may timely make all required union payments, and you agree to deliver all other invoices, receipts, vouchers and documents within one (1) week after your or the producer's receipt thereof. If Universal incurs late-payment penalties by reason of your failure to make timely delivery of any such materials, you will reimburse Universal for same upon demand and, without limiting its other rights and remedies, Universal may deduct an amount equal to all such penalties from monies otherwise payable to you under this agreement. Universal will be responsible for late-payment penalties only if caused solely by Universal's acts or omissions. You agree, represent and warrant that all Masters delivered by you to Universal hereunder will be free and clear of any claims by any Person.
(a) Without limiting the foregoing, your obligations include furnishing the services of the individual producers of Masters hereunder, and you are responsible for engaging and paying them.
(b) In the event that you and Universal mutually agree that Universal engage the producer of any Master (provided that neither Universal nor you are under any obligation whatsoever to so agree), the following will apply:
(1) Your royalty account and the budget for the recording project concerned will be charged with a Recording Cost item in the amount that Universal is obligated to pay such producer in connection with that project. Such a producer may be employed on Universal's staff or render services under contract with Universal (a "Staff Producer"). The amount charged as a Recording Cost in connection with the services of a Staff Producer will be the greater of (A) the amount actually paid to the Staff Producer per Side, or (B) Twenty Five Thousand Dollars ($25,000.00) per Side.
(2) The royalties payable to you in respect of those Recordings pursuant to Article 7 will be reduced by all monies that Universal is obligated to pay those producers in connection with that project. With respect to a Staff Producer, the royalty rate payable to such producer will be deemed to be no less than three percent (3%) with respect to USNRC Net Sales of Albums, with proportionate reductions for other exploitations of Masters.
4.05. In connection with each recording session for conducted hereunder, you will comply with the following procedures required by United States immigration law:
(a) Before any individual renders services in connection with the recording of any RecordingsMaster hereunder (including, without limitation, each background instrumentalist, background vocalist, producer and engineer):
(1) You will require each such individual to complete and sign the EMPLOYEE INFORMATION AND VERIFICATION ("employee section") of a U.S. Immigration Page 26 and Naturalization Service ("INS") Employment Eligibility Certificate ("Form I-9"), unless you shall submit to RISING STAR in writing, for RISING STAR's written approval, a proposed budget setting forth, in itemized detail, all anticipated Recording Costs. A budget not exceeding have already obtained (and retained) such certificate from that individual within the applicable Recording Fund fixed in paragraph 6.01 below, less any payments to or on behalf past three years;
(2) You will complete and sign the EMPLOYER REVIEW AND VERIFICATION ("employer section") of you or the Artist which are intended to reduce each such Recording Fund, shall not be disapproved by RISING STAR by reason certificate; and
(3) You will attach copies of the budget's overall amount, but each of documents establishing identity and employment eligibility that you examine in accordance with the items constituting instructions in the budget shall be subject to RISING STAR's prior written approvalemployer section.
(b) You shall notify will not permit any such Person who fails to complete the appropriate Local of employee section (or to furnish you with the American Federation of Musicians required documentation) to render any services in advance of each recording sessionconnection with Recordings made under this agreement.
(c) As You will deliver the employee and when reasonably required by RISING STAR, you shall allow RISING STAR's representatives employer certificates (with copies of the necessary documents attached) to attend any and all recording sessions hereunder at RISING STAR's expense. Universal within seventy-two (Those expenses shall not be recoupable72) hours after the conclusion of the session concerned.)
(d) You shall timely supply RISING STAR will comply with any revised or additional verification and documentation procedures required by the INS in the future.
(a) Notwithstanding the foregoing provisions of Paragraph 4.03, you will have the option to pay for the recording of the Masters constituting any Album of the Recording Commitment in accordance with this paragraph 4.06, in which case you, rather than Universal, will be responsible for the payments referred to in the first sentence of Paragraph 5.
01. If you decide to record pursuant to this paragraph 4.06, you may exercise that option by giving Universal notice before you request Universal's approval of commencement of recording for the applicable Album, in which event ninety percent (90%) of the total Recording Fund for the Album concerned will be deemed to have been expended on actual Recording Costs.
(b) Prior to your commencing recording pursuant to this paragraph 4.06, you will furnish Universal with documentation, satisfactory to it, that:
(1) you are then a party to all applicable collective bargaining agreements covering the production of those Recordings and any other applicable collective bargaining agreements;
(2) the owners of the recording studios acknowledge that Universal is sole owner of all Masters and that the Masters will be delivered to Universal at its request.
(c) You will comply with all applicable union rules, regulations and agreements applicable to the Recordings.
(d) Before the Delivery of the Recordings to Universal, (i) you will make all of the information RISING STAR needs payments referred to in order: paragraphs 4.02, 4.03 and the first sentence of 5.01; (1ii) you will furnish Universal with all licenses required under copyright for the recording of the musical compositions and any other copyrighted material reproduced in the Recordings, and you will make all payments (except mechanical royalties) required under those licenses; (iii) you will pay or furnish Universal with waivers of all other Recordings Costs and other payments to make payments due or required which any Person may become entitled in connection with those Recordings hereunderor their use in the manufacture and sale of Records (other than union or guild "per record royalties"); (2iv) if applicable, you will furnish Universal with the name of each vocalist who may be a "covered artist" under Appendix A to comply with the AFTRA National Code of Fair Practice Page 27 for Recordings (or any applicable successor agreement) and all other obligations RISING STAR may have required AFTRA forms, duly completed and executed; and (v) you will deliver to Universal the Immigration and Naturalization Service certificates described in paragraph 4.05 above. Your failure to notify Universal of those vocalists will constitute your warranty and representation that no such "covered artist" rendered services in connection with the making of Recordings hereunder; and (3) to release Records derived from such Recordings. You shall be solely responsible for and shall pay any penalties incurred for late payment caused by your delay in submitting union contract forms, report forms or invoices, or other documents.
(e) Your submission of Recordings to RISING STAR shall constitute your representation that you have obtained You will furnish Universal with all necessary licenses, approvals, consents information and permissions.
(a) No Composition previously recorded by the Artist shall be recorded under this agreement. No "live" Recording, Joint Recording, or Recording not made in full compliance with this agreement shall apply in fulfillment of your Recording Commitment, any and RISING STAR shall not be required to make any payments in connection with any such Recording except any royalties all further instruments and documents which Universal may become due under this agreement if the Recording is released or otherwise exploited by RISING STAR.
(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 or would not otherwise be subject to RISING STAR's rights under Article 7 below, in a Recording hereunder.) Concurrently with your delivery to RISING STAR of a Recording, you shall notify RISING STAR 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 reasonably require in connection with the use and reproduction, and in connection with the licensing of the use and reproduction, Recordings or to implement this paragraph. If any claim is asserted against Universal for payment of any Sampled Material obligation required to be discharged by you in any Recording hereunderthis paragraph, so that RISING STAR shall enjoy Universal will have the full and perpetual rights otherwise granted right to RISING STAR pursuant make the payment after affording you a reasonable opportunity to Article 7 hereunder with respect to Recordings hereunder; at RISING STAR's requestmake such payment. If Universal makes such payment, you shall supply RISING STAR with fully executed copies of any such consents, licenses and other related documentation. You shall be solely responsible will reimburse Universal 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 RISING STAR 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 otherwise 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 RISING STAR's behalf, all rights required hereunder with respect to such Sampled Material, and, if RISING STAR requests, until RISING STAR receives documentation satisfactory to RISING STAR with respect theretoit.
4.03. Nothing in this agreement shall obligate RISING STAR to continue or permit the continuation of any recording session or project, even if previously approved hereunder, if RISING STAR reasonably anticipates that the Recording Costs plus all other Advances attributable to the recording session or project concerned shall exceed those specified in the approved budget therefor, or that the Recordings being produced shall not be commercially satisfactory to RISING STAR for the manufacture and sale of Records.
Appears in 1 contract
Sources: Upstreaming Agreement (Gl Energy & Exploration Inc)