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	ARTISTE'S DIRECT SIGNING RECORDING CONTRACT THIS AGREEMENT is made the (day) of (month) (2003) BETWEEN (Artist name) (Hereafter called the Artiste) of the one part and gggggggggof (Hereafter called the Company) of the other part WHEREBY is agreed as follows Definitions 1 "The Term" Shall mean the period commencing on the date hereof and terminating on the ( ) day of ( ) 20 ( ). (ALTERNATIVELY) Shall mean an initial period of one year from the date hereof and the Company shall be entitled to extend the Term for no more than (three) additional years by giving the Artiste written notice not less than (30) days prior to the expiry of the relevant year provided that the company is not in breach of any of its obligations (particularly album release and royalty accounting) at the date such written notice is given. "The Territory" Shall mean (The World) "A Single Record" Shall mean a 7 inch vinyl disc record or the CD or other configuration equivalent containing one recorded composition on each side containing the Artiste's performances and whether being an audio or audio visual record. "An Album" Shall mean any disc or tape or other play back device in vinyl or CD or other configuration containing no less than (eight) tracks and no more than (ten) recorded performances of the Artiste with a total playing time of no more than ( ) minutes and whether being an audio or audio visual record. "A Master" Shall be the fully mixed two track master tape of a single record or and album (as the case may be) which shall contain recordings performed by the Artiste and which are of a commercial and technical quality satisfactory to the Company in its reasonable opinion. "A Record" Shall mean any recording made for the Company by the Artiste in accordance with this Agreement. "The Producer" Shall mean the record producer chosen by the Company in consultation with the Artiste. "Full Price Record" Shall mean a record sold at the recognised top retail price in its country of sale based upon the Company's recommended full retail price. "Budget Record Price" Shall mean any Record which is promoted on a budget line label or otherwise at a recommended retail price (or its local equivalent) being (two thirds) or less of the Company's full retail price for records. "Low Price Record" Shall mean a Record sold at a price being less than (one half) of the Company's full retail price. "Net Sales" Shall mean for royalty calculation purposes the number of records sold in an accounting period for which the company has received the proceeds of sale less the number of records returned to the Company in that accounting period as being defective or for exchange and for which full value credit has been given. "Royalty" Shall mean for clause 19 hereof the percentage referred to of the Full price or Budget Price or Low Price (as the case may be) Sales of Records after deducting all sales taxes applicable thereto and the relevant packaging charges levied by the Company from time to time against all of its Artiste's for the relevant format of the recording (ie, an album cover or double album cover or tape, CD or other visual recording container) "A Qualifying Performance" Shall have the meaning attributed to it in Section 181 of the Copyright Designs and Patents Act 1988 (hereinafter called "The Act") "The Artiste's Consent" Shall have the meaning attributed to it in Section 182 of the Act "A Tack" Shall mean a recorded composition contained on any Record. Grant of the rights of the Company 2. The Artiste hereby undertakes to perform exclusively for the Company for the purpose of making Records as herein set out during the Term and in respect of all such performances the Artiste: (a) confirms that in each case his performance will be a qualifying performance. (b) assigns to the Company the copyright and all other rights of a like nature in and to his recorded performances (c) recognises that this Agreement is an exclusive recording contract in accordance with Section 285 of the Act. 3. The Mechanical copyright in and to all Records made by the Artiste hereunder will be the absolute property of the Company. 4. The Artiste grants to the Company the right to use his name and likeness in any reasonable manner as the Company considers best in connection with the distribution promotion advertising and sale of the Records provided that the Artiste will be first given the opportunity to approve of photos and biographical material to be included on any Record sleeve or other packaging such consent not to be unreasonably withheld or delayed. 5. (a) The Artiste hereby irrevocably authorises the Company to make Records of his performances and to distribute and sell then in any configuration and whether audio or audio visual throughout the Territory in accordance with the policy of the Company from time to time. (b) If the Company licences any other party to make, distribute and sell the Records in any part of the Territory the terms of such licence shall contain all the relevant obligations of the restrictions upon the Company as set out herein and the Company shall be responsible to the Artiste for any default or breach of this Agreement caused by a licensee of the Company. 6. (a) The Artiste warrants to the Company that he is entitled to enter into this agreement and to grant the rights as herein contained and that in so doing and in the Company exercising its rights hereby granted neither the Artiste nor the Company are or will be in breach of any third party contractual right nor will they infringe any third party proprietary right. (b) The Artiste undertakes with the Company that he will not do anything or execute any document which will result in the derogation from or breach of the rights he has granted to the Company hereunder (c)The Artiste undertakes that during the Term he will not make any performance which to his knowledge will be recorded by any party other than the company without having obtained the prior consent of the Company in writing. 7. The Artiste undertakes to indemnify the Company from any claim cost damage or expense (including reasonable legal costs) incurred by the Company as a direct result of the breach by the Artiste of any of his grants of rights or warranties set out herein. Artiste's Obligations 8. As and when reasonably required to do so hereunder the Artiste will: (a) Attend meetings with the Company to discuss and agree when any recording is to be made and also who will be the producer of it and what is to be the likely material recorded and to approve a recording budget. (b) (i) (if he is a composer) compose and write suitable commercial compositions in accordance with his normal professional style for all recordings and that (except as may be agreed by the Company) he will record only his own compositions. (ii) The Artiste will procure that his publisher will issue the Company with the necessary consents to make and publicly release within the Territory the first recording of any of the Artiste's own compositions and that no mechanical royalty will be required for any part of the Territory in excess of the set customary rate applied. (on an industry wide basis) (c) Attend adequate rehearsals of the performance of compositions to be recorded so as to make the proper use of studio time when it is being recorded. (d) Co-operate fully with any musical arranger and with the producer to ensure that the compositions to be recorded will be of the best commercial quality and musical appeal reasonably obtainable when recorded. (e) Attend the recording studio on time and to perform to the best of his ability under the direction of an in consultation with the Producer and where necessary repeating or re-recording material so that the final version is of the best technical quality reasonably obtainable for each record. (f) Attend all mixing sessions with the producer if requested by the Company so as to ensure that the final Master is acceptable to the Artiste and to the Company as representing a Record fit to be released for sale to the public. (g) Provide to the Company all credits and other information required for the Records sleeve and label and will be available at all reasonable times to discuss and approve packaging or sleeve artwork and other promotional material to be used in respect of the release and promotion of the record. (h) Discuss and agree with the Company the format of any recording to be made of a visual promotional video or any other audiovisual recording of any composition and to make himself available for any such recording to be undertaken. 9. The Artiste will ensure that at all times he will remain a fully paid up member of the Musicians Union and of any other union of which membership may be required to enable the Artiste to perform or record in accordance with this agreement. 10. The Artiste agrees that when giving live concerts or when on tour: (a) He will promote his latest recording and will perform a reasonable proportion of his recorded material. (b) When requested he will agree to the Company televising or Filming any concert if the recording is done for the purpose of a "live" album recording for issue as an audiovisual recording hereunder it being the responsibility of the Company to obtain all other necessary consents and also provide that: (i) The cost of recording and filming the event will not be recouped by the Company from any royalties due hereunder to the Artiste until the accounting period after the release of the audiovisual recording and if it is not released for commercial sale by the Company within (180 months after the recording and filming has been completed then without prejudice to any other right of the company the cost of recording and production will be the liability of the Company and will not be deemed to be an advance recoupable by the Company from the Artiste; and (ii) the cost of such a production and recording will not be cross collaterised against the royalties paid by the Company to the Artiste on the sales of any other Record it being agreed that all costs thereof will only be set against and recouped from the royalties due on sales of the commercially released recording of the production. The Company's Obligations 11. (a) The Company agrees to request the Artiste to make in each year of the Term (one album) to be recorded no later than (6) months from the commencement date of the relevant year and the Company may ask the Artiste to record any number of single records not containing any material on the album (subject to (e) below) provided that the dates for recording will be agreed to fit in with the touring and other work schedule of the Artiste. (b)The Company may request the Artiste to make any further Albums at any time during the Term provided that if two albums are recorded during one year that additional Album shall not be deemed to be in satisfaction of the minimum one album to be recorded in the next or any subsequent year. (c)The making and release of an audiovisual live album under clause 9(b) shall not be deemed to be in satisfaction of the minimum of one Album to be recorded in any year of the Term. (d)Unless the Artiste first agrees in writing (and subject to (e) below) the Company will not be entitled to satisfy the minimum commitment of one Album in any year by putting together an Album constituted of either or a combination of: (i) Excess recorded tracks made at the time any previous Album was recorded but which were not used on the Album. (ii) any recordings made from time to time specifically for inclusion on single records but which have not yet been released on such records. (e)(i) If it is clear that a track on any Album is or may be a hit in its own right the Company may release it together with a suitable B side not being a track from the album as a single record. (ii)If immediately prior to the making or release of an Album the Artiste has had a hit single the Company shall be entitled to include it on that next album. (f) The Company agrees that for the first foreign tour the Artiste makes within either Europe or the USA which will exceed (10) concerts the Company will provide tour support by the payment of money provided that: (i) If the audited cost of the tour exceeds the gross income of the tour the Company will pay for the tour loss or (£ ) which ever shall be the less (or such other sum the parties shall agree) within (14) days after being satisfied as to the accuracy of the tour loss. (ii) Management and agency commissions are not to be treated as a tour cost. (iii)The Company has sight of the tour budget prior to the tour taking place and provided that controllable costs (such as flight tickets and hotel bookings) are at an economical rate reasonably applicable to the needs of the Artiste and all those travelling with him on the tour. 12. The Company undertakes that each record made by the Artiste at its request (subject to it being commercially acceptable quality) will be released commercially within the UK within (4) months after the Company has received the Master and complete agreed package artwork track listing copyright credits and all such information normally contained thereon and the Company will promote distribute and sell copies of the Record using all its reasonable endeavours. 13. (a) The Company undertakes to inform such of its subsidiaries or licensees which it reasonably considers may be interested in the Albums outside the UK and within its Territory of the existence of the Albums and with sample copies thereof and will use its reasonable endeavours to promote the Album to such parties. (b) The Artiste accepts that (subject to clauses 11 and 13) (i) The Company is not able to insist that any such subsidiary or licensee can be forced to release the Album within a reasonable time after its UK release or at any other time. (ii) The reasonable endeavours of the Company under clause 11 and 12(a) above will be within the normal Company levels of promotional time and expense and that its marketing policies will be applied in good faith and that subject thereto all decisions are made at the discretion of the Company. 14. The Company agrees that in any part of the Territory in which is released any Album by the Artiste its first full release will be on the Company's (or a subsidiary's or licensees) Full Price Record label and that its subsequent release on nay Budget Price or other Low Price label will not be undertaken within (12) months after the first Full Price release. Financial Terms 15. (a) The Company agrees to pay the Artiste the following sums by way of advances on account of royalties due to the Artiste under this agreement: (i) The sum of ( ) on the execution of this agreement (receipt hereof is hereby acknowledged) (ii) (if applicable) The sum of ( ) on the exercise of each option by the Company to extend the Term. (iii)(if applicable) The Sum of ( ) upon the delivery of the Master of the first Album to be recorded in each contract year during the Term. (b) Any advance payment becoming due under (a) above will be paid whether or not at the time the Company will have recouped all previous advance payments to the Artiste. 16. The Royalties and any royalty advances paid by the Company to the Producer of any recording made by the Artiste hereunder (will be the responsibility and liability of the Company and no part thereof will be recoupable from the Artiste) OR (will be at the cost of the Artiste and the Company shall be entitled to recoup the whole of such payments from any royalties due to the Artiste hereunder) 17. (a) Before the production of any Record is commenced the Company the Producer and the Artiste will agree a budget and the Artiste and the Company agree to use their reasonable endeavours to ensure that the budget will not be exceeded in being accepted by each of them that the budget is only a forecast and a guideline. (b)The whole cost of making any Record (including but not limited to studio and tape charges arrangers fees and musicians costs and any other direct cost) will be paid by the Company and will be deemed to be an advance to the Artiste which together with all advances made under clause 15 or otherwise by the Company to the Artiste shall be recoupable by the Company as a first charge from any royalties due to the Artiste hereunder. 18. Any payment made to the Artiste as tour support under the provisions of clause 11(f) will not be recoupable from the Artiste's royalties. 19. With the exception of the recording and production costs referred to in 10(b) (if they are recoupable from the Artiste) any and all advances made by the Company to the Artiste (or to third parties for the Artiste's account) shall be recoupable from any and all royalties due to the Artiste in respect of the sales of any and all Records made by the Artiste hereunder to the intent that the aggregated advances on any accounting date will be recouped from the aggregated royalties due to the Artiste on that date and that only the excess balance of royalties over advances will be pad to him. 20. The Company Agrees to pay the Artiste the following royalties upon sales of single records and audio albums CD records and audiovisual recordings for home use: (INSERT ROYALTY RATE STRUCTURE) Accounting provisions 21. The Company will maintain accurate and up to date accounts for all Recordings made and sold by it and of all accountings received by it from foreign subsidiaries or licensees and will render accounts to the Artiste within (60) days after the 30th June and 31st December in each year in respect of all monies received by it from record sales within the UK and of all monies received by it from subsidiaries and licensees within the previous six months in respect of record sales within their licensed territories. (ADD STANDARD AUDIT CLAUSE) 22(a) If the Company or (as the case may be) the Company's subsidiary or licensee in the USA and Canada retains reserves from each royalty accounting for record sales in those territories against returns to be made to it in respect of record sales in previous accounting periods then the reserves in respect of each accounting will be in accordance with the overall, policy of the licensee but shall not exceed ( ) percent on Album royalties and ( ) percent on single royalties due upon each accounting from that licensee of the Company (b) The Royalty reserve retained in any accounting period will be liquidated within the (third) accounting thereafter. (c) The amount of liquidated reserves added into any accounting to the Company or to the Artiste (as the case may be) will not be included in the figure upon which the royalty reserve percentage is calculated under (a) above for that accounting. 23. The Company will notify the Artiste in writing within a reasonable time after any Album released by the Company or a subsidiary or licensee in (the UK, USA, Japan) is permanently deleted from its current catalogue of available product within those territories. 24. If any country within the Territory: (a) Imposes a sales tax upon the royalties ultimately to be received by the Artiste the Company shall promptly notify the Artiste thereof and shall take any reasonable steps to prevent that deduction (where it is legally possible) and shall provide the Artiste with any tax deduction certificate applicable thereto. (b) Imposes a foreign exchange transfer restriction then the Company will ensure that an interest-bearing account will be opened with a reputable bank in the name of the Artiste into which will be paid his portion of royalties during such period of restriction. Re-recording restriction 25. The Artiste undertakes that he will not re-record for any other party within (5) years from the date of the termination of this agreement or (1) year from the deletion of the Record from the Company's UK current catalogue of available product (whichever period shall be shorter) any composition recorded by the Artiste hereunder except that if any such recorded composition has not been commercially released for the first time at least in the UK by the Company within (12) months after the termination of this agreement then this prohibition shall not apply thereafter to any such composition. Termination 26. (Add a standard clause where the Artiste is a group) (a) In the event that any of the members of the Artiste contracted hereunder leave the Artiste and if any other person becomes a member of the Artiste written notice thereof with all details will be given promptly to the Company and where it is possible the Company will be given advance notice of the change in membership. (b) The Artiste undertakes to procure that any new member signs an agreement with the Company in identical terms as those applying to the Artiste at that date failing which (or if the new member will be in breach of any third party rights in doing so) the Artiste undertakes not to make him a member of the Artiste until he does sign the Company's agreement with the full legal entitlement to do so. (c) (i) If upon any member leaving the Artiste the Company reasonably considers in good faith that the constitution or marketability of the Artiste after taking account of his replacement has so fundamentally changed that it does not have the same status or quality as the Artiste it contracted with the Company may terminate this agreement by written notice. (ii) The Company will be entitled (but will not be obliged) to ask the newly constituted Artiste to make test recordings upon which the Company can judge its decision. (STANDARD CLAUSES) IN WITNESS whereof
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