| Subject: sf recording agree |
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Anonymous
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Date Posted: 03:25:51 06/03/03 Tue
Short form recording agreement1
From: (name)
of (address)
(‘Company’)
To: (name)
(address)
(‘Artist’)
Dated: (date)
Dear (name of Artist)
We write to you in order to set out the terms and conditions of our agreement with you as an Artist.
[633]
1 Albums
1.1 The Artist undertakes to record within 6 months from the date of this Agreement original master recordings of sufficient artistic and technical quality as to be suitable in the opinion of the Company for the production of records suitable for commercial release and sufficient to comprise 2 albums (‘Albums’)2.
1.2 Each Album shall contain new recordings of performances by the Artist of such works as the Company may approve each such performance to be accompanied by such other musicians approved by the Company.
[634]
2 Advance3
2.1 The Company undertakes to pay to the Artist an advance (‘Advance’) of £[……] for each Album such Advance to be payable:
(a) as to 50% on signature by the Artist of this Agreement; and
(b) as to 50% on completion by the Artist of the Artist's services.
2.2 Subject to the recoupment of the Advance the Company shall pay to the Artist a royalty (‘Royalty’) of [……]% of the Royalty Base Price in relation to records in all formats or configurations whether now known or invented in the future (‘Records’) manufactured or sold by the Company or its licensees which have not been returned for which the Company has been paid.
The Royalty Base Price shall mean 100% of the Achieved Price after the deduction of the Packaging Charges and all relevant Value Added Taxes and similar taxes.
The Achieved Price shall mean 100% of the price achieved and received by the Company in relation to its own sales of Records or 100% of those sums accounted to and received by the Company from its licensees in respect of the licensees’s sales of Records net of any and all discounts.
The Packaging Charges of the Company are: in relation to vinyl disc records 15% of the Achieved Price, cassettes 20% of the Achieved Price, compact discs or digital compact cassettes or other configurations 25% of the Achieved Price.
2.3 The Artist acknowledges that [……]% of the Advance constitutes equitable remuneration for the exploitation of the Rental Rights in relation to the Albums and Records.
[635]
3 Rights
3.1 The Artist assigns4 to the Company the entire copyright all Performers’ Property Rights and all related Rental Rights and all analogous rights existing pursuant to the laws of any jurisdiction throughout the world and all other rights now or in future existing in or in relation to the product of the services of the Artist rendered pursuant to this Agreement including without limitation any cadenzas or other musical material created by the Artist in rendering the services TO HOLD the same to the Company, its successors and assignees absolutely for the full period of such rights subsisting throughout the world.
3.2 The Artist confirms the irrevocable and unconditional waiver by the Artist of all moral rights to which the Artist may be entitled pursuant to the Copyright, Designs and Patents Act 1988 Sections 77 and 80 and any other legislation now existing or in future enacted in any part of the world and grants to the Company all consents required pursuant to the Copyright, Designs and Patents Act 1988 Part II5 or otherwise for the exploitation by the Company, its successors, assignees and licensees of the Albums in any and all media by any manner or means now known or invented in future throughout the world.
[636]
4 Artist’s warranties
The Artist warrants, undertakes and agrees with the Company that:
4.1 the Artist is free to enter into this Agreement and has attained the age of 186;
4.2 the Artist has not entered into and shall not enter into any arrangement which might conflict with this Agreement and is not under any disability, restriction or prohibition which might prevent the Artist from performing any of the Artist's obligations under this Agreement;
4.3 the services rendered by the Artist shall be original to the Artist and shall not under7 laws in force in any part of the world be obscene or blasphemous or defamatory of any person or infringe any right of copyright or right of privacy or right of publicity or moral right or performers’ right or performers’ property right or any other right of any nature of any person;
4.4 the performances rendered by the Artist shall be of first-class technical and artistic quality suitable for the production of Records manufactured by the Company and/or its licensees embodying the performances of the Artist;
4.5 the Company shall at all times have absolute discretion as to whether to produce or continue or discontinue the production of records and as to the issue distribution and exploitation of records and the terms and conditions of such distribution and the terms and conditions of promotion and advertising and all other related matters;
4.6 the Artist shall render the services to the best of the Artist's skill and ability in a professional and workmanlike manner in full co-operation with the Company and all persons engaged by the Company and such third parties as may be nominated by the Company at such times and locations as the Company may from time to time require8;
4.7 the Artist undertakes fully to co-operate with the Company in connection with the making of such promotional films and videos and other promotional activities as the Company may from time to time require and to attend press conferences and make commercial and non-commercial appearances in connection with the Records free of charge save for the payment to the Artist of any reasonable pre-approved expenses incurred by the Artist9;
[637]
4.8 if the product of the Artist's services shall involve the re-arrangement of any copyright, music or work the Artist acknowledges that the Artist shall not be entitled to receive any performance royalties from the Performing Right Society Limited;
4.9 the Artist is or shall immediately become and will throughout the period during which the Artist renders services in accordance with this Agreement remain a member in good standing of all unions and guilds whose membership may be lawfully required for the performance of the services and all other obligations of the Artist under this Agreement and the Artist shall at the sole cost and expense of the Artist apply for and assist the Company in applying for membership of any trade union, labour or professional organisation or guild and for passports, visas, work permits or other matters to enable the Company to make use of the services of the Artist under this Agreement and the Artist shall do all things deemed necessary by the Company in these respects10;
4.10 the Artist shall not without the consent in writing of the Company disclose, reveal or make public any information of whatever nature in connection with the business of the Company, the Records or the terms of this Agreement all of which shall be treated by the Artist as strictly confidential;
4.11 the Artist shall comply with all rules, regulations and agreements relating to safety, fire prevention or general administration that may be in force at any place where the Artist may be required to render services under this Agreement;
4.12 the Artist undertakes to indemnify the Company and keep the Company at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision legal costs of the Company on a solicitor and own client basis), awards and damages however arising directly or indirectly as a result of any breach or non-performance by the Artist of any of the Artist’s undertakings, warranties or obligations under this Agreement.
[638]
5 Accounting
5.1 The Company shall provide accounts to the Artist within 45 days after 30 June and 31 December in each year in which sales of records are made indicating all royalties due to the Artist in the preceding 6 month period and accompanied by the payment of the amount indicated by such statement to be owing. The first of such statements shall be provided at the end of the first full period immediately following the first release of any records11.
5.2 All sums payable by the Company to the Artist pursuant to this Agreement shall be inclusive of Value Added Tax and the Company shall be entitled to deduct from the Royalty payable to the Artist all advances and royalties payable to the producer of the Albums provided that such royalty percentage shall not exceed 3% of the Royalty Base Price.
5.3 The Company undertakes to keep books and records of account relating to the exploitation by the Company of the Master Tapes and the Artist shall have the right to inspect and audit such books and records not more than once in any year subject to giving the Company reasonable prior notice in writing.
[639]
6 Definitions and interpretation
6.1 The following definitions apply in the Agreement:
‘Achieved Price’
defined in Clause 2.2
‘Advance’
defined in Clause 2.1
‘Albums’
defined in Clause 1.1
‘Packaging Charges’
defined in Clause 2.2
‘Performers’ Property Rights’
in relation to any and all performances of the Artist contained in the Albums and/or the Records those rights specified in the Copyright, Designs and Patents Act 1988 Section 191A(1)
‘Records’
defined in Clause 2.2
‘Rental Right’
the entire rental and lending right in relation to all copyright works by and/or performances of the Artist within the meaning of the Copyright, Designs and Patents Act 1988 Sections 18A(2) to (6) and 182C(2) to (7) to the extent that the same are included and/or contained in the Albums and/or the Records
‘Royalty’
defined in Clause 2.2
‘Royalty Base Price’
defined in Clause 2
6.2 Any reference in this Agreement to any statute or statutory provision order or regulation shall be construed as including a reference to that statute or statutory provision order or regulation as from time to time amended modified extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments orders regulations and directives modifying or extending the same.
6.3 Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate unincorporated associations and partnerships.
6.4 The word ‘copyright’ means the entire copyright including rental and lending right, database right and design right subsisting under the laws of the United Kingdom and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world.
6.5 The term ‘equitable remuneration’ shall have the meaning ascribed to it in EEC Council Directive 92/100 and in the event that there is any conflict between provisions contained in legislation implementing such directive in states in the European Economic Area for the purposes of determining any issue in relation to equitable remuneration in this Agreement the provisions of United Kingdom Statutory Instrument 1996/2967 shall prevail and be binding on the parties.
[640]
7 Miscellaneous
7.1 This Agreement contains the full and complete understanding between the parties and supersedes all prior arrangements and undertakings relating to its subject matter.
7.2 Each of the parties undertakes to treat all information pursuant to this Agreement as strictly confidential and not to disclose the same to any third party.
7.3 The Company shall have the right to assign or license any or all of its rights under this Agreement but shall not be relieved of its obligations towards the Artist.
7.4 Nothing contained in this Agreement shall or shall be construed as constituting a partnership between the parties.
7.5 This Agreement shall be governed and construed in accordance with the laws of England and Wales whose courts shall be courts of competent jurisdiction.
If the above is acceptable to you please sign and return the enclosed duplicate of this letter.
Yours sincerely.
(signature)
for and on behalf of.
(name of Company)
I confirm the above and agree to be bound by it.
(signature)
Signed by (name of Artist)
in the presence of :
[641]
1 This Form is a short form recording agreement intended for use when an artist is to be contracted to perform specific limited recording services. The Form is drafted from the point of view of the Company and provides only a basic level of protection for the Company. It should be compared with the full form of recording contract provided in Form 1 [601] ante.
2 The number of tracks and number of minutes playing time in respect of any album is subject to negotiation.
3 See Form 1 note 21 [630] ante.
4 See Form 1 notes 14, 15 [630], and 99 [632] ante.
5 Ie the Copyright, Designs and Patents Act 1988 ss 180-212 (11 Halsbury’s Statutes (4th Edn) COPYRIGHT).
6 As to agreements with minors see generally vol 16(2) (2001 Reissue) FAMILY Paragraph 217 [891] et seq, and see Form 77 [1755] post.
7 See Form 1 note 24 [630] ante.
8 See Form 1 note 4 [630] ante.
9 See Form 1 note 8 [630] ante.
10 See Form 1 note 27 [630] ante.
11 See Form 1 note 66 [632] ante.
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