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Subject: single recording contract Author: Anonymous [ Next Thread | Previous Thread | Next Message | Previous Message ] Date Posted: 03:27:33 06/03/03 Tue Single record recording contract1 (IMPORTANT NOTE: Agreements with individual artists have in recent years come under close scrutiny by the courts. In order to determine whether the particular combination of contractual provisions selected from the range of provisions contained in this Form will be enforceable, particular consideration should be given to the matters referred to in Paragraphs 133 [215] et seq ante, and the Form should be adjusted in the light of those matters and whatever commercial considerations are relevant to the proposed arrangements.) THIS AGREEMENT is made the [………] day of […………]. BETWEEN: (1) (name of company) whose registered office is at (address) (registered in England no [………]) (the ‘Company’; (2) (name) of (address); (3) (name) of (address); (4) (name) of (address); and (5) (name) of (address) (the parties of the second third fourth and fifth parts being in this Agreement jointly and severally referred to as the ‘Artist’ which expression shall be deemed to include the personal representatives executors successors and assignees of the Artist where the context so admits) [643] IT IS AGREED as follows: 1 Engagement 1.1 The Company engages the Artist to render to the Company the Services and in consideration of the undertakings of the Company contained in this Agreement the Artist agrees to render to the Company the Services in accordance with the provisions of Clause 1.2 and the Recording Schedule and the provisions of this Agreement. 1.2 The Services rendered by the Artist shall be sufficient to enable the Company to complete the recording of Master Tapes comprising [2] Tracks containing performances by the Artist of the musical works ‘(name)’ and ‘(name)’ by (names of composers) which recording shall be completed by no later than [(date) or [……] days after the date of this Agreement]2. 1.3 The Artist shall perform 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 at such times and locations3 as the Company may from time to time require. 1.4 The Company shall consult with the Artist on the identity of the producer of the Master Tapes. 1.5 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 free of charge save for the payment to the Artist of any expenses incurred by the Artist and any sums payable pursuant to the provisions of the agreements from time to time existing with the Musicians’ Union or British Actors’ Equity Association which payments shall be deemed to form part of the Advances. 1.6 The Artist shall at the request of the Company without additional remuneration except for the payment of the Artist’s prior approved expenses attend press conferences and make commercial and non-commercial appearances in connection with the Master Tapes and the Records. 1.7 The Company shall have the right to make the Services available to third parties and the Artist will co-operate fully and follow all lawful directions and instructions given to the Artist by the Company and any such third parties and any of their authorised representatives servants agents or employees. 1.8 The Artist shall familiarise the Artist with all musical works literary works and arrangements relating to the performance of the Services and shall ensure that no delay is caused to the Recording Schedule by reason of the Artist’s unfamiliarity with these. 1.9 The Company shall be entitled to use and exploit any and all audio-visual promotional films and videos made by the Company and featuring any or all of the Artist in any manner the Company may see fit in any and all media by any and all means throughout the world for the full period of copyright and the costs incurred by the Company on such promotional videos shall be deemed to form part of the Recording Costs and the Artist confirms that the entire copyright in all such promotional films and videos throughout the world shall vest in the Company absolutely4. [644] 2 Grant of rights 2.1 The Artist irrevocably agrees and confirms that the entire copyright and all other rights in the Live Recordings the Master Tapes and the Records and all films and sound recordings of the Artist made by or on behalf of the Company during the Term and the sole and exclusive right to exploit the same by any and all means in any and all media throughout the world (including without limitation to the foregoing the right to manufacture and distribute Records or cause Records to be broadcast or diffused or performed or heard in public) belong to the Company absolutely free from any restriction or incumbrance and may be exercised by the Company its successors assignees and licensees throughout the world for the full period of copyright including all renewals revivals reversions and extensions. 2.2 The Artist assigns5 to the Company the entire copyright whether vested contingent or future all Performers’ Property Rights and all related Rental Rights and all rights of action and all other rights of whatever nature in and to the product of the Services whether now known or in the future created to which the Artist is now or may at any time after the date of this Agreement be entitled by virtue of or pursuant to any of the laws in force in any part of the world TO HOLD to the Company its successors assignees and licensees absolutely for the full period of copyright throughout the world including all renewals revivals reversions and extensions. 2.3 The Artist irrevocably and unconditionally grants and confirms to the Company its successors assignees and licensees in respect of the Services and the product of the Services all consents required pursuant to the Copyright Designs and Patents Act 1988 Part II6 and all other laws now or in future in force in any part of the world which may be required in respect of the Services for the exploitation by the Company its successors assignees and licensees of the Services and their product whether or not by means of the Live Recordings the Master Tapes and the Records in any and all media by any and all means now known or developed in future for the full duration of the rights acquired by the Company pursuant to this Agreement pursuant to the laws in force in any part of the world7. [645] 2.4 The Artist irrevocably and unconditionally waives all rights relating to the Services and the Live Recordings the Master Tapes and the Records to which the Artist is now or may in the future be entitled pursuant to the provisions of the Copyright Designs and Patents Act 1988 Sections 77, 80, 84 and 858 and any other moral rights to which the Artist may be entitled under any legislation now existing or in future enacted in any part of the world9. 2.5 The Company and its successor assignees and licensees shall have the right to use the name Professional Name likeness and biography of the Artist and the Members and the voice and any films photographs or recordings of the Artist and the Members throughout the Territory for the full period of copyright in the Master Tapes for the purpose of exploiting the Company’s rights under this Agreement together with the sole and exclusive merchandising rights in and to the Services and the product of the Services and all other rights to which the Artist is entitled including without limitation the right to manufacture distribute and sell articles of all descriptions being reproductions or representations of any characters or physical material used in or associated with or based upon or derived from any or all of the Records the Master Tapes or the product of the Services10. 2.6 The Artist undertakes to do any and all acts and execute any and all documents in such manner and at such location as may be required by the Company in its sole discretion to protect perfect or enforce any of the rights granted or confirmed to the Company pursuant to this Agreement. As security for the performance by the Artist of the Artist’s obligations under this Agreement if the Artist shall have failed following 14 days’ notice from the Company to execute any document or perform any act required pursuant to this Agreement the Company shall have the right to do so in the place and stead of the Artist as the lawfully appointed attorney of the Artist and the Artist undertakes and warrants to confirm and ratify and be bound by any and all of the actions of the Company pursuant to this Clause and such authority and appointment shall take effect as an irrevocable appointment pursuant to the Powers of Attorney Act 1971 Section 4. [646] 3 Artist’s warranties and obligations As a material inducement towards the Company to enter into this Agreement the Artist warrants undertakes and agrees with the Company that: 3.1 the Artist has attained the age of 18; 3.2 the Artist is free to enter into this Agreement and is the sole absolute unincumbered legal and beneficial owner11 of all rights granted to the Company and has the authority to grant to the Company all of the rights and consents granted in this Agreement and is not under any disability restriction or prohibition which might prevent the Artist from performing or observing any of the Artist’s obligations under this Agreement; 3.3 the Artist has not entered into and shall not enter into any arrangement which may conflict with this Agreement; 3.4 there are no contractual or other restrictions relating to the compositions which the Artist is legally able to perform and record for the Company; 3.5 the Services and the product of the Services shall be original to the Artist and shall not be obscene blasphemous or defamatory of any person12; 3.6 the Services and the product of the Services shall not infringe any right of copyright right of privacy right of publicity or performers’ right or performers’ property right or any other right of any other nature of any person; 3.7 the Company shall have the right to use adapt change revise delete from add to and/or re-arrange the whole or any part of the product of the Services and to combine the same with the whole or any part of any other work to any extent that the Company shall desire and in such event the Producer shall not have any claim for compensation for loss of opportunity to enhance the Producer’s professional reputation or for any other reason whatever in the form of damages at all13; 3.8 if the Services shall involve the rearrangement of any copyright musical work the Artist acknowledges that the Artist shall not be entitled to receive any performance royalties from the Performing Right Society Limited14; 3.9 the Artist shall on the expiry of the engagement of the Artist pursuant to this Agreement return to the Company everything lent to the Artist by the Company for the performance of the Artist’s obligations under this Agreement; 3.10 the Artist shall not without the prior written consent of the Company incur any expenditure or costs on behalf of the Company; 3.11 the Company shall not be required to make any payments of any nature other than as expressly provided in this Agreement for or in connection with the acquisition exercise or exploitation of the rights acquired by the Company pursuant to this Agreement; [647] 3.12 the Artist is or shall immediately become and will throughout the Term 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 respects15; 3.13 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 Master Tapes the Records or the terms of this Agreement all of which shall be treated by the Artist as strictly confidential; 3.14 the Artist shall not issue any publicity relating to the Master Tapes or the Records or participate in any interview or other publicity without the prior written consent of the Company; 3.15 the Artist shall not commit any act which might prejudice or damage the reputation of the Company or might inhibit restrict or interfere with the successful exploitation of the Master Tapes and/or the Records16; 3.16 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; 3.17 there are not in existence any unreleased recordings of performances by the Artist of the musical works referred to in Clause 1.2; 3.18 the Company has advised the Artist of the Artist’s rights to seek legal advice on the contents of this Agreement and has given the Artist every opportunity to take such advice and the Artist acknowledges that the Artist has taken such advice from a solicitor experienced in agreements of this nature and the Artist has read and fully understood all of the provisions of this Agreement17; 3.19 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. [648] 4 Advances18 Subject to and conditional upon the full and timely performance and observance by the Artist of the covenants undertakings obligations and warranties on the part of the Artist contained in this Agreement the Company undertakes to pay to the Artist by way of non-returnable Advance which shall be recoupable from the Royalties the sum of £[……] payable: 4.1 [……]% on signature of this Agreement (the receipt of which the Artist acknowledges);and 4.2 [……]% on the Completion of Recording of Master Tapes containing the Tracks referred to in Clause 1.2. The Artist acknowledges that [……]% of the Advance shall constitute equitable remuneration for the exploitation of the Rental Right in relation to the Live Recordings Master Tapes and Records. [649] 5 Group provisions19 In the event that the Artist comprises more than one Member the terms and provisions of this Clause shall apply. 5.1 Each Member of the Artist confirms that the grant of rights to the Company contained in this Agreement includes all right title and interest of that Member in and to the Professional Name in connection with the exploitation in all media of the Master Tapes the Records and the product of the Services. 5.2 Each Member acknowledges that such Member is individually contracted to the Company and that references to the Artist in this Agreement shall be deemed to refer to each Member and that all obligations on the part of the Artist in this Agreement are joint and several obligations on the part of each Member. 5.3 In the event of any breach of the Artist’s obligations and warranties in this Agreement by any Member or Members the Company shall have a right to treat such breach as a breach or repudiation by all Members and each Member shall be jointly and severally liable20. 5.4 All sums payable to the Artist by the Company pursuant to this Agreement shall be divided between the Members in the following percentages: (name) [……]% (name) [……]% [650] 6 Royalties21 6.1 Subject to the full and timely performance and observance by the Artist of all of the Artist’s obligations warranties and undertakings in this Agreement the Company undertakes to pay or procure the payment to the Artist by way of Royalties: (a) [……]% of the Royalty Base Price on Net Sales of Singles in the United Kingdom; (b) [……]% of the Royalty Base Price on Net Sales of Singles outside the United Kingdom. 6.2 In respect of sound alone Records sold in the form of pre-recorded tape or compact disc form the Royalty Rate shall be 50% of the rate payable for sound alone Records sold in vinyl disc form22. 6.3 In respect of Records sold to any club operation23 or similar operation the Royalty Rate shall be 50% of the rate otherwise applicable24 under this Agreement and no Royalties shall be payable to the Artist in respect of any Records received by members of any club operation as part of any introductory offer or as free or bonus Records or on terms pursuant to which the record club or similar operation does not receive payment. 6.4 In respect of sound alone Records distributed or licensed to third parties in connection with any promotional or advertising operation or for so-called ‘premium’25 use the Artist shall be entitled to Royalty of [……]% of all net sums actually received by the Company from third parties in respect of such exploitation in lieu of any other payment. 6.5 In respect of sound alone Records sold to libraries or educational institutions or to the armed forces the Royalty Rate shall be 50% of the rate otherwise applicable26. [651] 6.6 In respect of sound alone Records which are promoted by television advertising or which are sold at less than the Company’s top line label price the Royalty Rate shall be 50% of the rate otherwise applicable27. 6.7 In respect of double sided 7 inch 45 rpm disc single play Records or so-called extended play Records or Records of equivalent playing time or 12 inch Records the Royalty shall be two-thirds of the Royalty Rate otherwise applicable28. 6.8 The Royalty payable in respect of sales of Records to dealers traders wholesalers trading groups or multiple stores or chains at a discount shall be reduced in the same proportion as the discount bears to the usual price to such customers. Without limitation to any of the Company’s rights under this Agreement the Company shall have the right to licence Records and Master Tapes to other parties on a flat fee basis as opposed to a royalty basis and the Company shall pay to the Artist Royalties of 50% of all net sums received by the Company pursuant to any such flat fee29. 6.9 In respect of Records sold to any club operation the Royalty Base Price shall at the election of the Company be the amount received by the Company or such club operation30. 6.10 In respect of Records incorporating material that is not derived from the Master Tapes the Royalty Base Price and the Royalty Rate payable to the Artist shall be that proportion of the Royalty Base Price and the Royalty Rate otherwise applicable as shall be computed by a fraction the numerator of which is the total of all material derived from the Master Tapes and the denominator the total of all material contained on such Records31. 6.11 In respect of Records which embody the performances of the Artist together with the performances of other artists to whom the Company is obliged to pay royalties the Royalty shall be computed by multiplying the Royalty Rate otherwise applicable by a fraction the numerator of which shall be unity and the denominator of which shall be the total number of recording artists whose performances are embodied on such Records32. [652] 6.12 No Royalty shall be payable in respect of Records which are distributed to radio stations or television stations or ships or airlines or distributed to promote or stimulate the sale of Records or are distributed free as samples or as ‘cut-outs’ discontinued goods or deletions33. 6.13 Where the Company’s licensees lessees sublicensees or sublessees apply further or greater reductions deductions decreases or negations of any kind to the royalties or other sums payable to the Company then these shall be applied for the purposes of calculating the Royalties owed to the Artist under this Agreement and under no circumstances shall the Artist be entitled to receive more than 50% of the net sums received by the Company from any such licensee lessee sublicensee or sublessee by way of royalty in respect of any country or territory34. 6.14 Royalties shall not be payable until the Company has itself received payment in sterling in the United Kingdom and foreign currency shall be converted at the same rate of exchange as the Company was paid in35. 6.15 In calculating the number of Records sold under this Agreement the Company shall have the right to deduct returns credits and exchanges of any kind arising in the course of business and shall have the right to make reserves for the same from the Royalties which reserves shall be determined by the Company in its entire discretion36. 6.16 The Company shall have the right to recoup from all Royalties payable to the Artist all Advances paid by the Company and all sums deemed to be Advances and all Recording Costs. 6.17 The Royalties payable to the Artist are inclusive of all royalties or other payments to any individual producer of the Master Tapes or the Recordings or any other person who is or may become entitled to any royalty or similar payment and the Artist irrevocably authorises and directs the Company to make such payments on behalf of the Artist to any such producer or other person as if the same were contractually owed by the Artist and to deduct all such sums which may become payable from the Royalties payable to the Artist under this Agreement. [653] 7 Royalty accounting 7.1 The Company shall render to the Artist within 90 days after 30 June and 31 December in each year any positive statement of account relating to the preceding 6 month period indicating all Royalties due to the Artist in accordance with the provisions of this Agreement and accompanied by the payment of the amount indicated by such statement to be owing37. 7.2 The first of the accounting statements shall be rendered at the end of the first full period immediately following the first release of Records and shall be deemed to be binding on the parties to this Agreement unless the Artist shall within 90 days from receipt of any statement request that it be certified by the auditors of the Company. Such certification shall be at the cost and expense of the Artist and shall be final and binding on the parties to this Agreement38. 7.3 If the Company shall not have paid any Royalties to the Artist or shall have incorrectly calculated the amount due the Artist shall give notice in writing to the Company of this omission or error and the Company shall have a further 30 days following the receipt of such notice during which period the Company shall not be deemed to be in default of its obligations under this Agreement if the Company shall make payment of the Royalties due or make good any incorrect payment without interest39. 7.4 The Artist expressly authorises the Company to deduct and withhold from all sums due to the Artist under this Agreement any sums which may be deductible in accordance with local laws or regulations from time to time40. 7.5 All sums payable by the Company to the Artist under this Agreement shall as the Artist irrevocably directs be payable to (name) of (address) whose receipt for such sums shall be full and sufficient discharge to the Company of its liability to pay the same41. [654] 8 Credit 8.1 Subject to the performance and observance by the Artist of all of the Artists obligations hereunder the Company agrees to accord credit to the Artist on all Records made by it or under its control. The Company shall determine in its discretion the manner and mode of presentation of the Artist’s credit. 8.2 No casual or inadvertent failure to comply with the provisions of Clause 8.1 shall constitute a breach by the Company of this Agreement. The Artist acknowledges that the only remedy of the Artist for breach of the provisions of this Clause shall be damages and that the Artist shall not be entitled to injunctive relief for any alleged failure of the Company or any third party to accord the credit provided for42. 9 Equitable relief43 The Artist acknowledges that the Services of the Artist are of a unique unusual and extraordinary character the loss of which cannot be reasonably or adequately compensated in damages in an action at law and the Artist accordingly agrees that the Company shall be entitled to injunctive and other equitable relief to prevent or curtail any actual or threatened breach by the Artist of the provisions of this Agreement. [655] 10 Definitions and interpretation 10.1 The following definitions apply in this Agreement: ‘Advance’ any and all of those sums payable to the Artist pursuant to Clause 4 ‘Agreement’ this agreement and any and all schedules annexures and exhibits attached to it or incorporated in it by reference ‘Completion of Recording’44 the completion and delivery to the Company in accordance with the Recording Schedule of fully edited and finally mixed down technically satisfactory Master Tapes of sufficient technical and artistic quality in the entire discretion of the Company to enable the manufacture of Records ‘Live Recordings’ any audio or audio-visual recordings of any or all of the Artist with or without others whether made in concerts tours venues or gigs for charity or otherwise ‘Master Tapes’45 original master quality studio-made recordings of such technical and artistic quality as may be satisfactory to the Company in its entire discretion and recorded in any medium and by any means whether now known or invented in the future made by the Company and featuring the performances of the Artist ‘Member’ any individual member of the Artist ‘Net Sales’46 90% of all Records sold less returns and credits of any nature ‘Packaging Charges’47: in respect of vinyl disc Records [……]% of the Retail Price in respect of Records in tape configuration [……]% of the Retail Price in respect of Records in compact disc configuration [……]% of the Retail Price in respect of Singles in 7 inch or 12 inch configuration [……]% of the Retail Price ‘Performers’ Property Rights’ in relation to any and all performances of the Artist contained in the Live Recordings the Master Tapes and/or the Records those rights specified in the Copyright, Designs and Patents Act 1988 Section 191A(1) ‘Professional Name’48 the name ‘(name)’ ‘Records’49 recordings manufactured by the Company in any configuration whether now known or invented in the future and whether embodying sound alone or sound coupled with visual images which are derived from the Master Tapes or the Live Recordings ‘Recording Costs’50 all costs incurred or expended by the Company in connection with the production recording editing re-editing mixing or mastering of the Master Tapes including expressly but not by way of limitation recording costs session fees production expenses guarantees and fees including without limitation any royalty payments and percentages of profits payable to persons providing facilities or rendering services costs of promotional Videograms artwork and other promotional material fees and payments for transportation accommodation costs hire fees copying and porterage ‘Recording Schedule’51 such schedule of dates locations and times for the recording and Completion of Recording of Master Tapes annexed as Exhibit 1 as shall be varied by the Company from time to time ‘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 Live Recordings the Master Tapes and/or the Records52 ‘Retail Price’53 the retail selling price from time to time recommended by the Company for Records in any part of the world ‘Royalties’ all sums payable to the Artist pursuant to Clause 6 ‘Royalty Base Price’54 the Retail Price after the deduction of the Packaging Charges and all Value Added Tax and similar taxes ‘Royalty Rate’ the royalty rate specified in Clause 6 ‘Services’55 the sole and exclusive services of the Artist as an audio and audio-visual recording artist throughout the Territory which shall include without prejudice to the generality of the foregoing the preparation rehearsal performance writing composing arranging designing choreography and recording services of the Artist in all audio and audio-visual media and the promotional and publicity services of the Artist ‘Single’ a 7 inch or 12 inch 45 rpm sound alone record embodying up to 3 Tracks and derived entirely from the Master Tapes ‘Term’ (specify) ‘Territory’ the world ‘Track’ a sound recording of the Artist the equivalent in playing time of and capable of inclusion in a 7 inch or 12 inch 33 rpm or 45 rpm single play disc record of not less than 212 minutes of continuous sound ‘United Kingdom’ the United Kingdom of Great Britain and Northern Ireland the Isle of Man and the Channel Islands ‘Videogram’ any audio-visual device derived in whole or in part from the Master Tapes fully edited finally mixed down and of technical and artistic quality suitable in the sole discretion of the Company for commercial exploitation [656] 10.2 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 same56. 10.3 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. 10.4 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 world57. 10.5 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 parties58. 10.6 Where the context so admits the product of the Services shall include the entire contribution made by the Artist in connection with the Master Tapes including without limitation the creation alteration and amendment of any work in which copyright subsists. 10.7 Unless otherwise stated time shall be of the essence for the purpose of the performance of the Artist’s obligations under this Agreement. 10.8 Unless otherwise stated references to clauses sub-clauses sub-paragraphs schedules annexures and exhibits relate to this Agreement. [657] 11 Notices 11.1 Any notice or other document required to be given under this Agreement or any communication between the parties with respect to any of the provisions of this Agreement shall be in writing in English and be deemed duly given if signed by or on behalf of a duly authorised officer of the party giving the notice and if left at or sent by pre-paid registered or recorded delivery post or by telex telegram cable facsimile transmission or other means of telecommunication in permanent written form to the address of the party receiving such notice as set out at the head of the Agreement or as notified between the parties for the purpose of this Clause. 11.2 Any such notice or other communication shall be deemed to be given to and received by the addressee: (a) at the time the same is left at the address of or handed to a representative of the party to be served; (b) by post on the day not being a Sunday or public holiday 2 days following the date of posting; (c) in the case of a telex telegram cable facsimile transmission or other means of telecommunication on the next following day. 11.3 In proving the giving of a notice it should be sufficient to prove that the notice was left or that the envelope containing the notice was properly addressed and posted or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be. 11.4 Communications addressed to the Company shall be marked for the attention of (name) [with a copy to (name and address of solicitors)]. [658] 12 Miscellaneous 12.1 If any provision of this Agreement shall be prohibited by or adjudged by a court to be unlawful void or unenforceable such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement59. 12.2 This Agreement contains the full and complete understanding between the parties and supersedes all prior arrangements and understandings whether written or oral appertaining to the subject matter of this Agreement and may not be varied except by an instrument in writing signed by all of the parties to this Agreement. The Artist acknowledges that no representations or promises not expressly contained in this Agreement have been made by the Company or any of its servants agents employees Members or representatives in respect of the amounts of Royalties payable under this Agreement (if any) or in any other respect whatever. 12.3 No failure or delay on the part of any of the parties to this Agreement relating to the exercise of any right power privilege or remedy provided under this Agreement shall operate as a waiver of such right power privilege or remedy or as a waiver of any preceding or succeeding breach by the other party to this Agreement nor shall any single or partial exercise of any right power privilege or remedy preclude any other or further exercise of such or any other right power privilege or remedy provided in this Agreement all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to a party at law or in equity. 12.4 This Agreement shall not be deemed to constitute a partnership or joint venture or contract of employment between the parties. 12.5 This Agreement shall be governed by and construed in accordance with the law of England and Wales the courts of which shall be courts of competent jurisdiction. [659] 13 Counterparts This Agreement may be executed in one or more parts by the parties on separate counterpart or facsimile copies each of which when so executed by any party shall be an original but all executed counterpart or facsimile copies shall together when delivered constitute but one agreement. This Agreement shall not be completed delivered or dated until each party has received counterpart or facsimile copies validly executed by all other parties. The date of this Agreement shall be the date in the United Kingdom on which validly executed copies were received by all parties. [660] IN WITNESS of which the parties have executed this Agreement as a deed the day month and year first above written EXECUTED AND DELIVERED as a deed ) by two duly authorised officers ) for and on behalf of ) (name of Company) ) (signatures of two directors or director and secretary) EXECUTED AND DELIVERED as a deed ) by (name of Artist) ) (signatures of Artist and witness) EXHIBIT 1 (Recording Schedule referred to in Clause 10.1) 1 This Form is intended for use in circumstances where the Company wishes to engage the recording services of an artist to record one record. Care should be taken to ensure that minimum requirements of any guild or union are met. See also Form 1 note 1 [630] ante, and Paragraphs 133 [215] et seq ante. 2 The services required to be rendered by the artist may be varied so as to allow for the recording of more than two tracks or tracks sufficient to comprise an album or under the company’s requirements. If the services of the artist are required only in audio media, the audio-visual elements contained in the definition of services may be deleted. The precise definition of the musical works to be recorded may not be available. It should be noted that the agreement does not provide any remuneration for the audio-visual exploitation of the records, and if this is likely the artist will wish to negotiate some form of remuneration. It should also be noted that no recording restrictions are imposed on the artist: see Form 1 Clause 7 [613] ante. 3 See Form 1 note 4 [630] ante. 4 See Form 1 note 10 [630] ante. 5 See Form 1 note 14 [630] ante. 6 Ie the Copyright, Designs and Patents Act 1988 ss 180-212 (11 Halsbury’s Statutes (4th Edn) COPYRIGHT). 7 As to performers’ rights and consents see Paragraphs 93 [145] et seq ante. 8 See Paragraphs 80 [122] et seq ante. 9 Whilst there are no moral rights in sound recordings, there may be rights in the literary and musical material incorporated in them. 10 See Form 1 note 19 [630] ante. 11 See Paragraph 67 [632] ante. 12 See Form 1 note 24 [630] ante. 13 See Form 1 note 25 [630] ante. 14 See Form 1 note 26 [630] ante. 15 See Form 1 note 27 [630] ante. 16 See Form 1 note 28 [630] ante. 17 See Form 1 note 33 [631] ante. 18 See Form 1 note 21 [630] ante. 19 See Form 1 note 34 [631] ante. 20 See Form 1 note 2 [630] ante. 21 See Form 1 note 46 [631] ante. 22 See Form 1 note 48 [631] ante. 23 See Form 1 note 49 [631] ante. 24 See Form 1 note 50 [631] ante. 25 See Form 1 note 51 [631] ante. 26 See Form 1 note 52 [631] ante. 27 See Form 1 note 53 [631] ante. 28 See Form 1 note 54 [631] ante. 29 See Form 1 note 55 [631] ante. 30 See Form 1 note 56 [631] ante. [661] 31 See Form 1 note 57 [631] ante. 32 See Form 1 note 57 [631] ante. 33 See Form 1 note 59 [631] ante. 34 See Form 1 note 60 [631] ante. 35 See Form 1 note 61 [631] ante. 36 See Form 1 note 62 [631] ante. 37 See Form 1 note 66 [632] ante. 38 See Form 1 note 67 [632] ante. 39 See Form 1 note 68 [632] ante. 40 See Form 1 note 69 [632] ante. 41 See Form 1 note 70 [632] ante. 42 See Form 1 note 73 [632] ante. 43 See Form 1 note 111 [632] ante. 44 See Form 1 note 80 [632] ante. 45 See Form 1 note 14 [630] ante. As to artistic quality of the master tapes see Form 4 note 35 [685] post. 46 See Form 1 note 89 [632] ante. 47 See Form 1 note 92 [632] ante. 48 See Form 1 note 94 [632] ante. 49 See Form 1 note 95 [632] ante. 50 See Form 1 note 96 [632] ante. 51 See Form 1 note 97 [632] ante. 52 See Form 1 note 99 [632] ante. 53 See Form 1 note 100 [632] ante. 54 See Form 1 note 101 [632] ante. 55 See Form 1 note 102 [632] ante. 56 This provision is inserted to avoid the operation of the Interpretation Act 1978 s 23 (41 Halsbury’s Statutes (4th Edn) STATUTES). 57 See Form 1 note 107 [632] ante. 58 See Form 1 note 108 [632] ante. 59 As to severability of illegal and void contractual provisions see generally 9 Halsbury’s Laws (4th Edn) paras 430 et seq. [ [ Next Thread | Previous Thread | Next Message | Previous Message ]