ARTIST RECORDING AGREEMENT
AGREEMENT made this 1st day of February, 2000, between Bodyguard
Xxxxxxx.xxx, Inc. (herein called "Company") and Summer Snowmen (herein called
"Artist") individually known as Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxx "Jiggy Ray"
Xxxxxxxxxx and Xxxxx Rubiro, for the tendering of personal services in
connection with the production of Commercial Sound Recordings.
1. Company hereby engages Artist's exclusive personal services as a
recording artist in connection with the production of commercial sound
recordings. Artist hereby accepts such engagement and agrees to render such
services exclusively for Company during the term hereof and all extensions and
renewals. "Commercial sound recordings" "record(s)" or "album(s)" will be
defined in this Agreement as compact discs, cassettes, or any other pre-recorded
music technology now known, or not yet known.
2. The term of this Agreement shall be for the commercial release of an
initial record featuring a minimum of ten (10) songs. Artist grants Company four
(4) options to release additional records if Company so desires. Each option may
be exercised, if at all, by Company's giving Artist written notice of such
exercise within the first twelve (12) months from the date the proceeding record
was released. The Scope of this Agreement is the World. The Company promises to
manufacture and release the initial compact disc on or before October 1, 2000.
If said initial compact disc is not manufactured and released by October 1,
2000, Artist would be immediately released from this Agreement, and at that time
Artist may buy the Master tape free and clear from Company for Ten-Thousand
dollars U.S. ($10,000).
3-A. During the term of this Agreement, Artist will, at mutually convenient
times, come to and perform at the Company's recording studios for the purpose of
recording songs. During the term of this Agreement, Artist will not perform, for
the purpose of making records, for anyone other than Company. Artist will not
authorize or permit the use of Artist's name, likeness, or other identification
for the purpose of distributing, selling, advertising, or exploiting records for
anyone other than Bodyguard Xxxxxxx.xxx.
3-B. In consideration of this Agreement and without further payment than as
herein provided for yourself, you grant to the Company, its associates,
subsidiaries and nominees (1) the right to manufacture, advertise, sell, lease,
license or otherwise use or dispose of in any or all fields of use, throughout
the world, or to refrain therefrom, throughout the world or any part thereof,
records embodying the performances to be recorded hereunder, upon such terms and
conditions as the Company may approve; (2) the right to use your name and
photograph if desired, in connection with the exploitation of said records; and
(3) all rights in and to the master tapes and records, and the use and control
thereof, upon which are reproduced the performances to be recorded hereunder.
4-A. The Company will pay Artist for the rights granted herein and the
services to be rendered hereunder by you a royalty of One Dollar & Fifty Cents
U.S. ($1.50) for each record manufactured and sold throughout the world by the
Company or its associates or subsidiaries., after recoupment as defined in this
Agreement.
This royalty shall increase to Two Dollars U.S. ($2.00) for each record
sold over 100,000 units, beginning with unit 100,001;
This royalty shall increase to Two Dollars & Twenty-Five Cents U.S. ($2.25)
for each record sold over 200,000 units, beginning with unit 200,001;
This royalty shall increase to Two Dollars & Fifty Cents U.S. ($2.50) for
each record sold over 300,000 units, beginning with unit 300,001;
For each record that Artist sells directly to consumers at live
performances, Artist will receive Three Dollars U.S. ($3.00)
4-B. This royalty shall be inclusive of any mechanical royalties and any
other fees to which artist may be entitled. Sold will be defined as "payment has
been received by Company and Company's account has been credited." Company and
Artist shall negotiate in good faith a separate Agreement regarding publishing.
5. If Company should choose to film, manufacture and commercially release a
VHS video tape, or other audio/visual medium known or not known, of Artist,
Artist will be paid a royalty of Four Dollars U.S. ($4.00) for each VHS video or
other medium manufactured and sold throughout the world by the Company or its
associates or subsidiaries.
6. All royalties earned from foreign markets outside of the U.S. will be
computed in the national currency of the country to which the retail selling
price so elected applies, and will be paid to Artist in U.S. currency at the
same rate of exchange as Company is paid.
7. No royalties will be paid to Artist on records given away for promotional
purposes to fan club contest winners, disc jockeys, magazines, newspapers, radio
stations and television outlets, etc.
8. Payment of accrued royalties shall be made semi-annually within sixty
(60) days after the first day of June and December. The Company, however, shall
have the right to deduct from the amount of any statements, or accounts of
royalties due, the amount of royalties previously paid to Artist for records
subsequently returned, (either as defective or on an exchange proposition.)
Furthermore, royalties will not be paid to Artist until the Company has been
fully recouped. In this Agreement, "recoup" will be defined as "paid back" for
all expenditures that were incurred on behalf of Artist. Company will provide
Artist with a detailed record of all recoupable costs.
9. Recoupable costs are, without limitation, compact disc manufacturing,
graphic design, photography, advances, salary or financial compensation of any
kind; as well as food, fuel and accommodation expenses during promotional
appearances and touring, and 50% of the cost of a promotional video & cable
television commercial, (If Company elects to film a promotional video and/or
cable television commercial.) Company will choose, hire and pay the producer,
the recording studio and session musicians (if applicable.)
10. If Artist objects to a particular royalty statement, Artist may, at any
time within one (1) year after the royalty statement is submitted to Artist,
notify Company in writing, via U.S. Mail of Artist's intentions to examine the
books and records of Company. Artist must inform Company specifically what is
being questioned. Artist may hire at his or her own expense a Certified Public
Accountant to assist in the auditing process. The examination will take place at
the Company's office, during regular business hours, within thirty (30) days of
receiving the request from Artist. Company will present the books and records
which are necessary to verify the accuracy of the information in the royalty
statement that Artist is questioning. Company shall have no obligation to
produce said books and records more than once with respect to each statement
rendered to Artist, nor more than once in any calendar year.
11. Artist agrees that during the term of this Agreement Artist will not
perform for any other person, firm or corporation, for the purpose of producing
commercial sound records.
12. The Artist hereby warrants that Artist has no oral or written
obligations contracts, or agreements of whatever nature entered into prior to
the signing of this Agreement which are now in force and binding and which would
in any way interfere with carrying out this Agreement to its full intent and
purpose.
13. Artist acknowledges that Company is the sole and exclusive owner of all
Masters Tapes. Said ownership entitles Company among other things to:
A) The exclusive and ownership of all duplicates of the masters and records
manufactured therefrom and the right to use and control the same and the
performances embodied therein
B) The exclusive right throughout the world to manufacture, advertise, sell,
lease, license, synchronize with any medium, or otherwise use or dispose of
masters and compact discs manufactured from or embodying all or any part of the
contents of the masters, or to refrain therefrom, in any and all fields of use
throughout the world upon such terms and conditions as Company may determine.
C) The perpetual right to use and publish and to permit others to use and
publish the names (including any professional names heretofore adopted),
likenesses of and biographical material concerning Artist and all of the
performers who recorded the masters, for advertising and trade purposes in
connection with the sale and exploitation of the masters and compact discs
produced from the masters, or to refrain therefrom.
D) The right to release records manufactured from the masters under the name
of Bodyguard Xxxxxxx.xxx, or any other such trade name or xxxx as Company may
elect.
E) The right to sell and exploit records manufactured from the masters on
which performances by other artists are coupled and to sell compact discs
manufactured from the masters in albums, which albums may contain pictures,
prose and verse and records embodying performances of other artists.
F) Company's ownership and rights with respect to the masters shall extend
to all tapes and other physical devices embodying performances made at recording
sessions held pursuant to the terms of this Agreement.
G) Company shall have the exclusive right to use and license others to use
any artwork created by Company in connection with compact discs, singles and
twelve inch (12") singles manufactured from masters delivered hereunder in
connection with merchandise of any sort.
H) Company shall also have the exclusive right to use and license others to
use any other materials created by or furnished by Company and any materials
paid for, in whole or in part, by Company, in connection with Artist Merchandise
of any sort. Company shall pay to Artist fifty (50%) percent of all net receipts
received by Company in respect of any such merchandise uses. (Such as T-Shirt
sales, tour books, hats, keychains, posters, etc.) As used herein, net receipts
shall mean gross receipts less all expenses incurred by Company in connection
therewith and any third party payments, such as payments to copyright
proprietors, vendors or distributors.
I) Company hereby declares ownership of the Sound Recording copyrights.
(This is to be distinguished from the copyrights in the underlying musical
compositions recorded by the Artist.)
14. From time to time at Company's request, and at a time that is mutually
acceptable by both Parties, and involving things considered wholesome and
reasonable, Company shall cause Artist to:
A) Appear for photography, artwork and similar reasons.
B) Appear for interviews with representatives from newspapers, magazines,
radio stations, etc.
C) Confer and consult with Company regarding Artist's performances hereunder
and other matters which may concern the parties hereto. Artist will also be
available for personal appearances on radio and television and elsewhere, and to
record interviews, spot announcements and trailers, all for the purpose of
advertising, promoting, publicizing and exploiting compact discs hereunder and
for other general public relations and promotional purposes related to the
record business of Company, or its subsidiary and related companies.
D) Artist shall not be entitled to any compensation from Company for such
services, other than reasonable and fair travel and accommodation reimbursement.
These expenses must be approved by Company prior to the promotional appearance.
15. If Artist's ability to perform as vocalists or musicians should be
materially impaired, or if Company or Artist should fail, refuse or neglect to
comply with any of their respective obligations hereunder, then, and in addition
to any other rights or remedies which Company may have, Company may elect to
terminate this Agreement by notice in writing and shall thereby be relieved of
any liability.
16. No termination of this Agreement (whether by Artist or Company) shall in
any way limit or curtail any of Company's rights, title, interest or privileges
to or in connection with any of the results and proceeds of Company's and - or
Artist's endeavors under this Agreement or any rights or privileges of Company
which continue after the term of this Agreement.
17. If any member of Artist refuses, neglects or fails to perform with the
other member(s) of Artist hereunder, Company may, by notice in writing to
Artist, terminate the term of this Agreement or the engagement of the member(s)
of Artist who so refuses, neglects or fails to perform. The member(s) of Artist
whose engagement is terminated shall not use the Artist's professional name in
any commercial, musical or artistic endeavor. Artist's professional name shall
be and remain the property of the member(s) of Artist whose engagement is not
terminated. Any person(s)engaged to replace the member(s) of Artist whose
engagement is terminated must be mutually agreed upon by Company and Artist. If
such agreement cannot be reached, Company may thereafter terminate the term of
this Agreement by notice in writing via U.S. Mail.
18. If any member ceases to be a member of Artist ("Leaving Member") then in
addition to all of its other rights and remedies, Company may, by notice in
writing to "Leaving Member" elect to require the "Leaving Member" to record for
Company individually upon the same terms and conditions set forth in this
Agreement, including without limitation the remaining minimum number of compact
discs to be recorded. (# 18, if Applicable.)
19. In this Agreement, Artist acknowledges and agrees that Artist's services
in the music industry 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 for in damages in an action at
law and that a breach of Artist's obligations under this Agreement will cause
irreparable injury and damage to Company, entitling Company to injunctive and
other equitable relief.
20. Artist agrees to indemnify Company against, and hold Company harmless
from, any and all claims, liabilities, causes of action, damages, expenses,
costs of defenses (including reasonable attorney's fees and court costs, that
occur beyond the scope of their work relating to Company. Artist agrees that
Company may withhold money otherwise due Artist hereunder in amounts reasonably
related to such claim(s) until such time as such claim(s) are reduced to a final
judgment by a court of competent jurisdiction or are settled.
21. The relationship between Company and Artist hereunder shall at all times
be that of independent contractor; and nothing contained herein shall render or
constitute the parties joint venturers, partners or agents of each other.
Neither party shall have the right to execute any contract, or incur any
obligation for which the other may be liable, or otherwise bind the other; and
neither party shall be liable for any representation, act or omission of the
other. This Agreement is made for the sole benefit and protection of the parties
hereto and not for the benefit of any third party. No person not a party to this
Agreement shall have any right of action hereunder.
22. The terms set forth in this Agreement constitute the entire Agreement
between Company and Artist. All prior negotiations and understandings being
merged herein. Company represents that no person acting or purporting to act on
behalf of Company has made any promises or representations upon which Artist has
relied, except those expressly found herein. This Agreement may only be
altered by a written instrument
executed by both Company and Artist.
23. No failure by Company to perform any of its material obligations under
this Agreement shall be deemed a material breach of this Agreement until Artist
has given Company written notice of such breach and such breach has not been
corrected within sixty (60) days after the giving of such notice. Company may
assign this Agreement or any part hereof, or any rights hereunder to any person
or company at Company's discretion. Artist's permission to assign this Agreement
to another person or company is not necessary. However, for a potential
assignment of this Agreement to transpire, both Xxxx Xxxxx and Xxxxxx Xxxxx must
support and agree to the tranaction before it may be consummated.
24-A. This Agreement will become binding upon both parties only if Bodyguard
Xxxxxxx.xxx secures the Investment funds necessary to fully implement its
Business Plan and Marketing Campaigns by October 1, 2000. If Investment funds
are not secured by Bodyguard Xxxxxxx.xxx by said date, Artist will no longer be
bound under this Agreement. At Artist's discretion, a three (3) month extension
of this contingency clause may be agreed to in writing and must be signed by
both parties.
24-B. If Artist elects to terminate this Agreement on October 1, 2000, (if
the funding was not secured by then,) any Master tapes recorded while under
contract with Company will remain the property of Bodyguard Xxxxxxx.xxx. Artist
will have the option of purchasing said Master tapes from Company for
Ten-Thousand dollars U.S. ($10,000).
25. Once the contingency set forth in paragraph 24 is removed (i.e.,
Investment funds necessary to fully implement its Business Plan and Marketing
Campaigns are secured) Artist will be notified in writing. The parties will sign
an acknowledgment attached hereto as Exhibit "A" representing that the
contingency has been removed. Said document will then eliminate the potential
Escape Clause granted in paragraph 24 of this Agreement.
26. Key Man Clause: If for any reason Xxxx Xxxxx and/or Xxxxxx Xxxxx are no
longer employed by Bodyguard Xxxxxxx.xxx, Artist may terminate this Agreement
immediately by sending a letter via Certified Mail to Company, indicating
Artist's intention of terminating this Agreement. Artist's royalties on current
and/or back catalog recordings will continue to be paid to Artist according to
the Terms of this Agreement for sales made after this Agreement is terminated.
27. If Artist does not sell ten-thousand (10,000) compact discs within six
(6) months from the date said compact disc is commercially released, Company has
the option to release Artist from this Agreement, and "drop" Artist from the
Company roster. Company also has the option to continue to develop, market and
promote the Artist for longer than six (6) months if Company so desires.
28. This Agreement shall be deemed to have been made in the State of New
Jersey and its validity, construction, breach, performance and operation shall
be governed by the laws of the State of New Jersey applicable to contracts made
and to be performed in the State of New Jersey. Should either Party institute
legal suit or action for enforcement of any obligation contained in the
Agreement, it is agreed that the Venue of such suit or action shall be in the
County of Monmouth, State of New Jersey.
29. The prevailing Party in any legal suit or action will be entitled to
reimbursement of reasonable attorneys fees and court costs from the other Party
within thirty (30) days of the dispute being settled privately, or resolved in a
Court of competent jurisdiction.
30. Company and Artist hereby accept and agree to the terms of this
Agreement, and acknowledge receipt of this Agreement. Both parties understand
and agree that facsimile (fax) signatures shall constitute original signatures
for all purposes relating to this Agreement.
WHEREFORE the parties have executed this Agreement as of the day and year
first above written.
ACCEPTED AND AGREED TO:
Please sign and date below:
__________________________
Xxxxxx Xxxxx, Chairman/CEO
For The Company
___________________________
___________________________
___________________________
___________________________
Artist
ARTIST RECORDING AGREEMENT
AGREEMENT made this 4th day of February, 1999, between Bodyguard Xxxxxxx.xxx
(herein called "Company") and Summer Snowmen (herein called "Artist") for the
tendering of personal services in connection with the production of Commercial
Sound Records. (Individually named Xxxxxxx Xxxxxxx, Xxxxxx "Jiggy" Ray, Xxxx
Xxxxx & Xxxxx Rubiro.)
1. Company hereby engages Artist's exclusive personal services as a recording
artist in connection with the production of commercial sound recordings. Artist
hereby accepts such engagement and agrees to render such services exclusively
for Company during the term hereof and all extensions and renewals.
2. The term of this Agreement shall be for the commercial release of an initial
record featuring a minimum of ten (10) songs. Artist grants Company four (4)
additional options to release a second, third, fourth and fifth record if
Company so desires. Each option may be exercised, if at all, by Company's giving
Artist written notice of such exercise within the first twelve (12) months from
the date the proceeding record was released. The scope of this Agreement is the
world.
3. During the term of this Agreement, Artist will, at mutually convenient times,
come to and perform at the Company's recording studios for the purpose of
recording songs. During the term of this Agreement, Artist will not perform, for
the purpose of making records, for anyone other than Company. Artist will not
authorize or permit the use of Artist's name, likeness, or other identification
for the purpose of distributing, selling, advertising, or exploiting records for
anyone other than Bodyguard Xxxxxxx.xxx
In consideration of this Agreement and without further payment than as herein
provided for yourself, you grant to the Company, its associates, subsidiaries
and nominees (1) the right to manufacture, advertise, sell, lease, license or
otherwise use or dispose of in any or all fields of use, throughout the world,
or to refrain therefrom, throughout the world or any part thereof, records
embodying the performances to be recorded hereunder, upon such terms and
conditions as the Company may approve; (2) the right to use your name and
photograph if desired, in connection with the exploitation of said records; and
(3) all rights in and to the master tapes and records, and the use and control
thereof, upon which are reproduced the performances to be recorded hereunder.
4A. The Company will pay you for the rights granted herein and the services to
be rendered hereunder by you a royalty of One Dollar & Fifty Cents U.S. ($1.50)
for each record manufactured and sold throughout the world by the Company or its
associates or subsidiaries. This royalty shall increase to Two Dollars U.S.
($2.00) for each compact disc sold over 100,000 units, beginning with unit
100,001 and higher. For each record that Artist sells directly to consumers at
live performances, Artist will receive Two Dollars U.S. ($2.00)
4B. This royalty shall be inclusive of any mechanical royalties and any other
fees to which artist may be entitled. Sold will be defined as "payment has been
received by Company and Company's account has been credited." Company and artist
shall negotiate in good faith a separate Agreement regarding publishing.
5. If Company should choose to film, manufacture and commercially release a VHS
video tape of Artist, Artist will be paid a royalty of Three Dollars U. S.
($3.00) for each VHS video tape manufactured and sold throughout the world by
the Company or its associates or subsidiaries.
6. All royalties earned from foreign markets outside of the U.S. will be
computed in the national currency of the country to which the retail selling
price so elected applies and will be paid to Artist in U. S. currency at the
same rate of exchange as Company is paid.
7. No royalties will be paid to Artist on records given away for promotional
purposes to fan club contest winners, disc jockeys, magazines, newspapers, radio
stations and television outlets, etc.
8. Payment of accrued royalties shall be made semi-annually within sixty (60)
days after the first day of June and December. The Company, however, shall have
the right to deduct from the amount of any statements, or accounts of royalties
due, the amount of royalties previously paid to you for records subsequently
returned, either as promotional, defective or on an exchange proposition.
Furthermore, royalties will not be paid to Artist until the Company has been
recouped. In this Agreement, "recoup" will be defined as "paid back," costs
defined as "recoupable" in Paragraph 9 of this Agreement.
9. Recoupable costs include, without limitation, recording studio time & tape,
compact disc manufacturing, CD graphic design, photography, advances, salary or
financial compensation of any kind; as well as food, fuel and accommodation
expenses during touring, and 50% of the cost of a promotional video. Company
will choose, hire and pay the producer, the recording studio and session
musicians (if applicable.)
10. If Artist objects to a particular royalty statement, Artist may, at any time
within one (1) year after the royalty statement is submitted to Artist, notify
Company in writing, via U.S. Mail of Artist's intentions to examine the books
and records of Company. Artist must inform Company specifically what is being
questioned. Artist may hire at his or her own expense a Certified Public
Accountant to assist in the auditing process. The examination will take place at
the Company's office, during regular business hours, within thirty (30) days of
receiving the request from Artist. Company will present the books and records
which are necessary to verify the accuracy of the information in the royalty
statement that Artist is questioning. Company shall have no obligation to
produce said books and records more than once with respect to each statement
rendered to Artist nor more than once in any calendar year.
11. Artist agrees that during the term of this Agreement Artist will not perform
for any other person, firm or corporation, for the purpose of producing
commercial sound records.
12. The Artist hereby warrants that Artist has no oral or written obligations
contracts, or agreements of whatever nature entered into prior to the signing of
this Agreement which are now in force and binding and which would in any way
interfere with carrying out this Agreement to its full intent and purpose.
13. Artist acknowledges that Company is the sole, exclusive and perpetual owner
of all masters from inception, which ownership entitles Company among other
things to:
A) The exclusive and perpetual ownership of all duplicates of the masters and
records manufactured therefrom and the right to use and control the same and the
performances embodied therein.
B) The exclusive and perpetual right throughout the world to manufacture,
advertise, sell, lease, license, synchronize with any medium, or otherwise use
or dispose of masters and compact discs manufactured from or embodying all or
any part of the contents of the masters, or to refrain therefrom, in any and all
fields of use throughout the world upon such terms and conditions as Company may
determine.
C) The perpetual right to use and publish and to permit others to use and
publish the names (including any professional names heretofore adopted),
likenesses of and biographical material concerning Artist and all of the
performers who recorded the masters, for advertising and trade purposes in
connection with the sale and exploitation of the masters and compact discs
produced from the masters, or to refrain therefrom.
D) The right to release records manufactured from the masters under the name of
Bodyguard Xxxxxxx.Xxx or any other such trade name or xxxx as Company may elect.
E) The right to sell and exploit records manufactured from the masters on which
performances by other artists are coupled and to sell compact discs manufactured
from the masters in albums, which albums may contain pictures, prose and verse
and records embodying performances of other artists.
F) Company's ownership and rights with respect to the masters shall extend to
all tapes and other physical devices embodying performances made at recording
sessions held pursuant to the terms of this Agreement.
G) Company shall have the exclusive right to use and license others to use any
artwork created by Company in connection with compact discs, singles and twelve
inch (12") singles manufactured from masters delivered hereunder in connection
with merchandise of any sort.
H) Company shall also have the exclusive right to use and license others to use
any other materials created by or furnished by Company and any materials paid
for, in whole or in part, by Company, in connection with Artist merchandise of
any sort. Company shall pay to Artist fifty percent (50%) of all net receipts
received by Company in respect of any such merchandise uses. (Such as T-Shirts,
tour books, posters, caps, key chains, etc.) As used herein, net receipts shall
mean gross receipts less all expenses incurred by Company in connection
therewith and any third party payments, such as payments to copyright
proprietors, venders or distributors.
I) Company hereby declares ownership of the sound recording copyrights. (This is
to be distinguished from the copyrights in the underlying musical compositions
recorded by the Artist.)
14. From time to time at Company's request, Company shall cause Artist to:
A) Appear for photography, artwork and similar reasons.
B) Appear for interviews with representatives from newspapers, magazines radio
stations, etc.
C) And to confer and consult with Company regarding Artist's performances
hereunder and other matters which may concern the parties hereto. Artist will
also be available for personal appearances on radio and television and
elsewhere, and to record interviews, spot announcements and trailers, all for
the purpose of advertising, promoting, publicizing and exploiting compact discs
hereunder and for other general public relations and promotional purposes
related to the record business of Company, or its subsidiary and related
companies.
D) Artist shall not be entitled to any compensation from Company for such
services, other than reasonable and fair travel and accommodation reimbursement.
15. If Artist's ability to perform as vocalists or musicians should be
materially impaired, or if Company or Artist should fail, refuse or neglect to
comply with any of their respective obligations hereunder, then, and in addition
to any other rights or remedies which Company may have, Company may elect to
terminate this Agreement by notice in writing and shall thereby be relieved of
any liability.
16. No termination of this Agreement (whether by Artist or Company) shall in any
way limit or curtail any of Company's rights, title, interest or privileges to
or in connection with any of the results and proceeds of Company's and - or
Artist's endeavors under this Agreement or any rights or privileges of Company
which continue after the term of this Agreement.
17. If any member of Artist refuses, neglects or fails to perform with the other
member(s) of Artist hereunder, Company may, by notice in writing to Artist,
terminate the term of this Agreement or the engagement of the member(s) of
Artist who so refuses, neglects or fails to perform. The member(s) of Artist
whose engagement is terminated shall not use the Artist's professional name in
any commercial, musical or artistic endeavor. Artist's professional name shall
be and remain the property of the member(s) of Artist whose engagement is not
terminated. Any person(s)engaged to replace the member(s) of Artist whose
engagement is terminated must be mutually agreed upon by Company and Artist. If
such agreement cannot be reached, Company may thereafter terminate the term of
this Agreement by notice in writing via U.S. Mail.
18. If any member ceases to be a member of Artist ("Leaving Member") then in
addition to all of its other rights and remedies, Company may, by notice in
writing to the "Leaving Member" elect to require the "Leaving Member" to record
for Company individually upon the same terms and conditions set forth in this
Agreement, including without limitation the remaining minimum number of compact
discs to be recorded.
19. In this Agreement, Artist acknowledges and agrees that Artist's services in
the music industry 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 for in damages in an action at
law and that a breach of Artist's obligations under this Agreement will cause
irreparable injury and damage to Company, entitling Company to injunctive and
other equitable relief.
20. Artist agrees to indemnify Company against, and hold Company harmless from,
any and all claims, liabilities, causes of action, damages, expenses, costs of
defenses (including reasonable attorney's fees and court costs.) Artist agrees
that Company may withhold money otherwise due Artist hereunder in amounts
reasonably related to such claim(s) until such time as such claims) are reduced
to a final judgment by a court of competent jurisdiction or are settled.
21. The relationship between Company and Artist hereunder shall at all times be
that of independent contractor; and nothing contained herein shall render or
constitute the parties joint venturers, partners or agents of each other.
Neither party shall have the right to execute any contract, or incur any
obligation for which the other may be liable, or otherwise bind the other; and
neither party shall be liable for any representation, act or omission of the
other. This Agreement is made for the sole benefit and protection of the parties
hereto and not for the benefit of any third party. No person not a party to this
Agreement shall have any right of action hereunder.
22. The terms set forth in this Agreement constitute the entire Agreement
between Company and Artist. All prior negotiations and understandings being
merged herein. Company represents that no person acting or purporting to act on
behalf of Company has made any promises or representations upon which Artist has
relied, except those expressly found herein. This Agreement may only be altered
by a written instrument executed by both Company and Artist.
23. No failure by Company to perform any of its material obligations under this
Agreement shall be deemed a material breach of this Agreement until Artist has
given Company written notice of such breach and such breach has not been
corrected within sixty (60) days after the giving of such notice. Company may
assign this Agreement or any part hereof, or any rights hereunder to any person
or company. Artist may not assign this Agreement or any rights hereunder to any
person without the prior written consent of Company.
24. This Agreement shall be deemed to have been made in the State of New Jersey
and its validity, construction, breach, performance and operation shall be
governed by the laws of the State of New Jersey applicable to contracts made and
to be performed in the State of New Jersey.
WHEREFORE the parties have executed this Agreement as of the day and year first
above written.
ACCEPTED AND AGREED TO:
ARTIST & DATE
/s/ Xxxxxxx Xxxxxxx
---------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxxx "Jiggy" Ray
---------------------------
Xxxxxx "Jiggy" Ray
/s/ Xxxx Xxxxx
---------------------------
Xxxx Xxxxx
/s/ Rumon Rubiro
---------------------------
Rumon Rubiro
COMPANY & DATE
(For the Corporation)
