Licensing
Producer / Artist Agreement · Make an offer
The following sets forth the material terms and conditions with respect to Drezar ("Producer", "we") producing certain recording(s) embodying the musical performance of the purchasing Artist ("Artist", "you"). Where the number of master recordings under this agreement is no more than one (1), all references to "Masters" shall be read to refer to that one (1) "Master." For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows.
Producer shall produce one (1) musical composition (the "Composition") embodying Artist's featured performance of a yet-to-be-titled master recording (the "Master"), for delivery to Artist for, among other exploitations, the manufacture and distribution of records. The Composition provided by Producer to create the Master shall be solely retained and owned by Producer as a pre-existing composition — the recording made by Artist hereunder is a derivative work. The territory of this agreement is the Universe. Artist acknowledges satisfactory delivery, receipt and acceptance of the Master.
The Master (expressly excluding the underlying musical composition), from inception, shall be considered a "work made for hire" for Artist within the meaning of the Copyright Act of 1976 (Title 17, U.S.C.). If any Master does not so qualify, that Master and all rights therein (including the sound recording copyright, but excluding the underlying composition) shall be deemed transferred to Artist. Subject to the terms of this agreement, Artist shall have the sole and exclusive right, in perpetuity and throughout the universe, to: (i) manufacture, advertise, sell, license or otherwise exploit the Master and its derivatives in any manner or media; (ii) publicly perform the Master by any method now or hereafter known; and (iii) include Producer's audio performance in an audio-visual production ("Video"). Artist has no right to edit or change Producer's underlying composition, no right to use the composition apart from the Master, and no right to use it in a way that implies endorsement by Producer.
Artist shall pay Producer a one-time, non-returnable, non-recoupable fee in the amount agreed upon between the parties (the "Fee"), payable in full upon execution of this agreement.
If any composition recorded in the Master is written, composed, owned or controlled — in whole or in part — by Producer (a "Controlled Composition"), Producer agrees to issue mechanical licenses (including "first use" licenses) in respect of each Controlled Composition, on the same terms applicable to compositions owned by Artist. For U.S. and Canada sales, Artist will pay mechanical royalties at 100% of the minimum statutory rate, with no cap for albums/EPs. Outside the U.S. and Canada, the rate shall be the rate prevailing on an industry-wide basis in the country concerned. Producer grants Artist a royalty-free license to reproduce Controlled Compositions embodied on the Master in synchronization with promotional video programs, and — for commercial video programs — Producer shall be entitled to Producer's pro-rata share of royalties attributable to such use. Upon request, Producer shall execute any documents reasonably required by Artist to effectuate this section.
With respect to the publishing rights and ownership of the underlying composition embodied in the Master, Artist and Producer agree the underlying composition shall be owned/split as follows:
Artist shall have the right to use Producer's approved name, likeness and biographical material for purposes of trade solely in connection with the Masters recorded hereunder. Artist shall accord Producer credit on (i) labels and liner notes of the Master where applicable, (ii) all configurations derived from the Master (including metadata), and (iii) trade/consumer advertisements exclusively for this Master that are one-quarter page or larger and placed directly by Artist in nationwide U.S. trade publications. Artist shall check all proofs for accuracy of credit and cure any mistakes. Credit shall be given in substantially the form: "Produced by Drezar."
Artist agrees that Producer has made no guarantee that the Master fits any particular creative or musical purpose. The Master and Composition are delivered "as is," without warranties of any kind or fitness for a particular purpose. Artist acknowledges that the Composition may have been previously licensed to third parties on a non-exclusive basis — any such pre-existing licenses remain in effect and are unaffected by this agreement, and Artist waives any claim against Producer, or against those third-party licensees, in connection with their continued non-exclusive use. Each party shall indemnify and hold the other harmless from third-party claims, liabilities, costs, losses, damages or expenses arising from a breach of that party's warranties or obligations under this agreement, provided the non-defaulting party gives prompt written notice and the right to participate in the defense with counsel of its choice.
This agreement is entered into in the State of California, United States, and its validity, interpretation and legal effect are governed by California law. The state and federal courts of California shall have exclusive jurisdiction over any dispute, and the parties consent to that jurisdiction. Notices shall be in writing, delivered personally or by certified/registered mail, and deemed given upon delivery or five (5) days after mailing (except address-change notices, effective upon actual receipt). Where approval is required, it shall not be unreasonably withheld, and email confirmation suffices. Producer is not entitled to any monies in connection with the Master other than as set forth herein. Producer may assign this agreement to a parent, subsidiary, affiliate, or acquirer of substantially all of Producer's assets, provided Producer remains secondarily liable; Artist may not assign this agreement without Producer's prior written consent. This agreement embodies the entire understanding of the parties and supersedes all prior oral or written agreements on the subject, and may only be amended in writing signed by both parties. No breach shall be deemed material unless, within thirty (30) days (fifteen (15) days for unpaid monies) of the non-breaching party learning of it, written notice specifying the breach is served and the breaching party fails to cure within thirty (30) days (fifteen (15) days for payments), or a reasonable time thereafter if not curable within that window. Artist acts as an independent contractor, not as Producer's agent or employee. You acknowledge you have the right to seek independent legal counsel regarding this agreement and that you are executing it voluntarily, whether or not you have done so.