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Date Posted: 02:06:10 02/11/03 Tue
Author: agreement
Subject: agreement

EXCLUSIVE ARTIST RECORDING AGREEMENT



INDEX



1. Definitions

2. Recording Services

3. Recording Commitment

4. Recording Costs

5. Release Commitment

6. Advances

7. Royalties

8. Mechanical Copyright Licences and Payments

9. Videos

10. Ownership

11. Recording Restrictions

12. Group Provisions

13. Sampling Provisions

14. Name and Likeness

15. Accounting

16. Attendance at Publicity Sessions and Promotion

17. Warranties

18. Performer's Consents

19. Indemnities

20. Force Majeure

21. Parties' Rights and Remedies

22. Assignment

23. Notices

24. Modifications

25. Boiler Plate provisions

EXCLUSIVE ARTIST RECORDING AGREEMENT

THIS AGREEMENT is made the day of 2000

BETWEEN:

(1) of [address] (herein called "Company" which expression shall include its successors and assigns) and

(2) (ARTIST(S) NAME) of [address] (hereinafter jointly and severally referred to as "Artist")

WHEREBY IT IS AGREED as follows:

1. In this Agreement the following expressions shall have the following meanings:

(i) "Albums" shall mean a Record containing not less than eight (8) nor more than fourteen (14) Tracks and totalling not less than thirty five (35) minutes of playing time (unless otherwise agreed by Company in writing in respect of a particular Record).

(ii) "Artist's Name" shall mean any professional, group or other names which Artist or any member of Artist may use or have used.

(iii) "Audio Material" shall mean an audio Master Recording(s) of Artist's Performance(s).

(iv) "Videos" shall mean a reproduction in any form whether now known or hereafter devised of any film and any other audio visual recording embodying any actual Performance hereunder and any film and any other audio visual recording which is not a performance by Artist but which is synchronised with Audio Material.

(v) "Container Charge" shall mean a percentage of the Relevant Selling Price of a Record or Video being in respect of 12' vinyl Single Records in ordinary bags - ten percent (10%); in respect of 12' vinyl Single Records in special bags and other non-Album vinyl Records fifteen percent (15%); in respect of vinyl Albums and audio cassette tapes - twenty percent (20%); in respect of compact discs and all other formats - twenty five percent (25%).

(vi) "Artist's Consent" shall mean the approval of Artist, such approval not to be unreasonably withheld or delayed nor to be withheld on purely economic grounds and should be deemed given if not specifically refused with specific and valid reasons given within five (5) working days of Company's request for such approval.

(vii) "Contract Period" shall mean the longer of a period of one (1) year or a period expiring one hundred and eighty (180) days after the Delivery of the Recording Commitment due in such Contract Period PROVIDED THAT:

(a) for the purpose of calculating such one hundred and eighty (180) day period there shall be excluded the months of August, November and December; and

(b) in any event no one Contract Period shall exceed a period of three (3) years.

(viii) "Relevant Selling Price" shall mean either the published price less any VAT or similar direct tax and discounts at which Records are made available by Company or its licensees to dealers or wholesalers or if no such published price exists the actual price after discounts actually charged or that price upon which royalties due to the Company from its licensees are calculated and the Company in its discretion shall designate which basis applies.

(ix) "Controlled Composition" shall mean a musical work written wholly or in part aimed or controlled by Artist or a person firm or corporation in which Artist has a direct or indirect interest.

(x) "Deliver/Delivery/Delivered"

(1) In respect of each Master Recording of Audio Material of the Recording Commitment or in respect of any other Audio Material to which this Agreement may apply these words shall mean actual delivery to, receipt and acceptance by Company's A&R Director from time to time of all the following items in respect of each mix thereof:

(i) one finished, fully edited, mixed, equalised and leadered stereo half inch master tape of the applicable Master Recording (identifiably marked up), and one finished, fully edited, mixed, equalised and identified digital stereo audio tape or (if a half inch master tape is not available) two finished fully edited, mixed, equalised and identified digital stereo audio tapes of the applicable Master Recordings.

(ii) identifiably marked up, finished multitracks of the Master Recordings concerned (whether on 2" analogue tape and/or digital tape and/or computer disc and/or any other format). All such multitracks shall contain tones marked at the front or the end thereof and shall be accompanied by a completed track sheet and recall information for each multitrack;

(iii) a list of (and where applicable fully completed Musicians' Union consent forms in respect of) all featured performers, background vocal performers, instrumental performers and other performers who performed services in connection with the applicable Master Recordings and fully completed licences and clearances in accordance with clause 15 in respect of all Sampled Recordings and Composition Extracts included in such Master Recordings;

(iv) all other information reasonably required by Company for the commercial release and exploitation of Records embodying such Master Recordings (or any of them) hereunder;

(xi) "Master Recording" shall mean any original recording made during the Term hereof (whether of sounds alone or of sounds with visual images) on tape, film, videotape, disc, computer disc, or any other recording medium or material now known or hereafter devised.

(xii) "Material" shall mean all and any Audio Material and Videos.

(xiii) "Mutually Agreed" shall mean agreed between Artist (or Artist's Authorised Representative) and Company, such agreement not to be unreasonably withheld or delayed by either party and both parties acting in good faith with a view to. seeking such agreement. Company (acting reasonably) may decide any matter required to be Mutually Agreed hereunder after the expiry of the Term or in the event that Artist or Artist's Authorised Representative is not available to agree such matter, (Company having made reasonable efforts to locate Artist or Artist's Authorised Representative with a view to securing Artist's agreement) or in the event that Artist and Company are unable to reach agreement with respect to such matter.

(xiv) "New Technology Records" shall mean Records in any form which is not generally available on sale at the date hereof and including without prejudice to the generality of the foregoing digital audio tape or DAT mini disc and digital compact cassette.

(xv) "Performance" and "Perform" shall mean Artist's rendition of services in the performing of musical works and/or lyrics and/or any series of music al sounds in combination or otherwise either alone or with others.

(xvi) "Producer" shall mean any person other than the Artist who is to receive any payment or acknowledgement for services in connection with the production engineering mixing or remixing of Audio Material.

(xvii) "Recording Commitment" shall mean the minimum quantity of Audio Material required to be Delivered to Company during the relevant Contract Period. Such Audio Material shall be sufficient to comprise:

(a) during the First Contract Period [to be agreed but typically] sufficient recordings to comprise one double sided single play record and at the option of Company additional recordings to comprise one Album all of which recordings in whole or in part are hereinafter referred to as "the First Album".

(b) during each Contract Period after the First Contract Period one (1) Album ("the Second Album") et seq);

(c) during each Contract Period such additional mixes of such Audio Material as Company shall reasonably require for bona fide marketing purposes PROVIDED THAT where the Recording Commitment for a Contract Period comprises and Album then such additional mixes shall not exceed three (3) in respect only of the Track identified to comprise the first Single intended to be released from such Album.

If requested by Company on a timely basis the Recording Commitment shall include additional recordings for so called "B" sides of singles and bonus tracks for albums and unless otherwise agreed only recordings made in professional studio of newly recorded compositions shall be taken in fulfillment the Recording Commitment.

(xviii) "Record" shall mean a reproduction of Audio Material in any form now or later developed (including but not limited to discs and tapes) in which sounds alone excluding visual images (other than technical data such as credits or lyrics) can be perceived reproduced or otherwise communicated directly and/ or with the aid of a machine or other device.

(xix) "Recording Costs" shall mean all costs and charges generally recognised as recording costs in the record industry which are incurred in respect of the recording of Audio Material hereunder including all costs of recording, mixing and remixing, sequencing, dubbing, editing, mastering and remastering and any costs of cutting of lacquers and production masters, the advances, fees and expenses of producers, engineers, mixers and remixers, musicians, vocalists, arrangers, copyists and conductor, and, all studio charges, instrument and equipment rentals and purchases; and, all costs for arrangements, orchestrations and copying, and, all union scale payments due to all persons who render performances or services in connection with recording sessions and all amounts payable pursuant to any collective bargaining agreement between Company and any union representing persons who render performances or services in connection with recording sessions.

(xx) "Records Sold" shall mean Records shipped for sale in respect of which Company is paid and which are not returned or exchanged (including but not limited to "one hundred percent return or exchange" returns, privileged returns, defective merchandise, credits, errors in billing and errors in shipment).

(xxi) "Royalty Base Price" shall mean the Dealer Price of all Records and Videos and in each case less all duties and taxes in respect of the sale thereof forming part of such price and less the applicable Container Charge.

(xxii) "the Royalty" shall mean the total of any and all royalties and flat fee income whenever payable by Company to Artist which shall be inclusive of any royalty payable to any third party in respect of the exploitation of Master Recordings (but excluding mechanical copyright royalty payable to musical copyright owners).

(xxiii) "Single" shall mean a reproduction containing not less than two (2) nor more than four (4) Tracks or equivalent.

(xxiv) "Term" shall mean a period commencing on the date hereof and continuing for one Contract Period ("First Contract Period") together with any additional Contract Period(s) hereinafter set forth in respect of which Company exercises its option. Company shall have the following separate irrevocable options to extend the Term:

(a) in the First Contract Period by a further Contract Period ("the Second Contract Period");

(b) in the Second Contract Period by a further Contract Period ("the Third Contract Period");

(c) in the Third Contract Period by a further Contract Period ("the Fourth Contract Period");

(d) in the Fourth Contract Period by a further Contract Period ("the Fifth Contract Period").

Each such option shall be exercisable by notice in writing given by Company Artist prior to or on the date of the expiry of the then current Contract Period. Each Contract Period (if any) after the First Contract Period shall commence on the expiry of the preceding Contract Period. Notwithstanding the foregoing if Company fails to exercise any such option Artist shall notify Company in writing that the date for exercise thereof has passed and Company shall have five (5) working days after receipt of such notice to exercise such option. The Term shall be deemed not to have expired until such time as that notice is given and such period of five (5) working days has elapsed. Each contract period shall be for the greater of one year or 270 days after the artist shall have completed the Recording and delivered to the Company the Commitment for that Contract Period.

(xxix) "Territory" shall mean the World.

(xxx) "Title" shall mean a musical composition with or without lyrics performed or to be performed by Artist.

(xxxi) "Track" shall mean Audio Material comprising one separate and distinct Title of not less than three (3) minutes nor more than six (6) minutes of playing time.

2. Recording services

2.1 Artist shall during the Term and throughout the Territory render Performances exclusively for Company for the purposes of making Audio Material and Videos or any other form of fixing for reproducing a musical or vocal performance on the terms and conditions herein contained and shall Deliver the Recording -Commitment for each Contract Period during such Contract Period.

3. Recording commitment

3.1 Artist shall use Artist's best endeavours to be available so as to fulfil the Recording Commitment for each Contract Period during such Contract Period and Company will actively and on a regular basis liaise with Artist for all the purposes of recording hereunder.

3.2 The selection of Titles and the identity of the individual producers shall be suggested by Artist, but subject to Company's approval (not to be unreasonably withheld). The budget for the Recording Costs to be incurred ("the Recording Budget") shall be Mutually Agreed and shall be sufficient to enable Artist (acting reasonably) to record the applicable Recording Commitment.

3.3 The studios to be used for recording, mixing and mastering sessions shall be selected by Artist subject to Company's approval (not to be unreasonably withheld). Company shall have the right to have representatives attend any and all recording sessions hereunder.

3.4 Artist's Performances hereunder shall be reasonably consistent in concept and style throughout the Term and as in accordance with the mutually agreed development of the Artists career.

3.5 Performances by the Artist shall not count towards the Recording Commitment unless the same is in the reasonable opinion of Company technically satisfactory for the purpose of making Records therefrom. Company may require that such Audio Material be re-recorded in accordance with the terms hereof in order to obtain Audio Material which is technically satisfactory to Company as aforesaid.

3.6 Company shall make appropriate arrangements and use its reasonable endeavours (to the extent that it is commercially appropriate to do so in the circumstances) to enable Artist to fulfil the Recording Commitment.

4. Recording costs

4.1 The advances set out in clause 6 below shall be deemed to include an amount equal to the Recording Budget for all Recording Costs to be incurred during the applicable Contract Period unless Company agrees in writing to the contrary. Such advances shall be administered by the Company. The advances shall be made at times to be reasonably designated by the Company.

4.2 If the Recording Budget is exceeded by reason of Artist's willful or negligent act or default then Company may deduct an amount equal to any such excess Recording Costs paid by Company from any sums due and becoming due to Artist hereunder.

4.3 Company shall have no obligation to continue or permit the continuation of any recording if Company reasonably anticipates that the Recording Commitment will not be completed or fulfilled within the Recording Budget due to any Producer's or to Artist's negligence or default.

4.4 Artist shall not incur nor purport to incur any costs on behalf of Company without Company's specific written approval.

4.5 Company shall be entitled to deduct from and set off against any royalties and/or other monies payable hereunder any and all sums paid by it hereunder on behalf of or at the request of Artist and/or owed to Company by Artist.

5. Release commitment

5.1.1 If the Album of the Recording Commitment for a Contract Period has been Delivered and Company has not released such Album in the United Kingdom within six (6) months (excluding August, November and December) after Delivery thereof then Artist shall be entitled as Artist's sole remedy to serve notice on Company specifically referring to this Clause 5.1.1 within thirty (30) days thereafter (excluding August, November and December) requesting that such Album be released in the United Kingdom within the period of sixty (60) days (excluding August, November and December) following receipt by Company of such notice.

5.1.2 Failing such release within such sixty (60) day period Artist may serve further notice on Company which notices shall be effective (as Artist's sole remedy) to terminate the Term.

5.2.1 If the Album of the Recording Commitment for a Contract Period has been Delivered and Company has not released such Album in the United States of America and/or Germany and/or France, and/or Japan, (provided the relevant country is part of the Territory) within six (6) months (excluding August, November and December) following release of such Album in the United Kingdom then Artist shall be entitled (as Artist's sole remedy) to serve notice on Company requesting that such Album be released in the applicable country of the Territory within the period of sixty (60) days (excluding August, November and December) following receipt by Company of such notice.

5.2.2 Failing such release within such sixty (60) day period Artist may serve further notice on Company which notice shall be effective (as Artist's sole remedy) to require Company to license such Album in the United States of America and/or Germany, and/or France and/or Japan as applicable to a mutually acceptable third party on terms and conditions to be Mutually Agreed following receipt by Company of such notice.

5.3 Company shall be entitled in respect of any licence to a third party issued pursuant to this clause to receive a royalty of not less than the Royalty payable to Artist hereunder in respect of such Records sold pursuant to such licence plus five percent (5%) of the Royalty Base Price as calculated herein and, if necessary, Company shall be entitled to reduce the Royalty accordingly in order to give effect to this provision. Company shall credit to Artist's applicable royalty account hereunder such royalties received from such third party as equal the Royalty (as the same may have been reduced pursuant to the provisions hereto applicable in respect of the relevant Album.

6. Advances

6.1 Save as otherwise herein provided Company shall pay Artist the following sums by way of non-returnable advances against and recoupable from the Royalty:

(a) in respect of the First Contract Period the following:

1. £ ( pounds) within seven (7) working days of signature hereof;
2. £ ( pounds) within seven (7) working days of Delivery to Company of the Recording Commitment for the First Contract Period;

(b) subject to the minimum and maximum figures specified in sub-clause (c) below, the advance payable in subsequent Contract Periods shall be determined by reference to the accrued royalty earnings as at the commencement date of each such Contract Period ("the Date") in respect of the Album of the Recording Commitment last delivered to Company. Such advance shall equal two thirds (Y3rds) or the total accrued royalties in respect of sales of such Album as shown on the last accounting statement submitted by Company to Artist prior to the Date and taking into account Pipeline Royalties as at the Date in respect of such Album.

(c) The total advance payment due in each Contract Period other than the First Contract Period shall be governed by the maximum and minimum figures as set out below:

(i) A minimum of £ ( pounds) and a maximum of £ ( pounds) in respect of the Second Contract Period

(ii) A minimum of £ ( pounds) and a maximum of £ ( pounds) in respect of the Third Contract Period

(iii) A minimum of £ ( pounds) and a maximum of £ ( pounds) in respect of the Forth Contract Period

(iv) A minimum of £ ( pounds) and a maximum of £ ( pounds) in respect of the Fifth Contract Period

6.2 SAVE in respect of the advances payable in the First Contract Period the advances set out above shall be paid in accordance with the provisions of clause 4.1 above;

6.3 Any advances paid prior to the dates upon which they are due shall constitute due payment thereof by Company for the purposes hereof but such advances shall not be pre-paid without Artist's consent.

7. Royalties

7.1 In consideration of the services rendered and procured and rights granted by Artist hereunder Company shall accrue to the credit of Artist a royalty in respect of one hundred percent (100%) of Records Sold by Company or its licensees. Subject as herein provided such royalty shall be calculated on the Royalty Base Price less the Container Charge and shall as set forth herein be inclusive of all royalties to any producer or other third party (excluding only mechanical copyright royalties) and shall be at a rate determined according to the country of retail sale the nature and configuration of the applicable Record and the Contract Period(s) in which the Audio Material reproduced on such Record was required to be Delivered hereunder

(or was recorded where not part of the Recording Commitment) in accordance with the following table:

Contract Period Country of Sale
Albums U. K. USA ROW
First % % %
Second % % %
Third % % %
Fourth % % %
Fifth % % %

Records other than Albums
Contract Period U.K. USA ROW
First % % %
Second % % %
Third % % %
Fourth % % %
Fifth % % %

PROVIDED THAT in the event that in respect of any Album of the Recording Commitment comprising wholly Master Recordings the number of Records Sold at full price within two years of first release in the United Kingdom exceeds two hundred and fifty thousand (250,000) copies, then the royalty rate in respect of Records Sold of such Album in excess of such sales achievement in the United Kingdom shall increase by 1% (one percent) of the Royalty Base Price;

7.2 Royalties on Records Sold outside the United Kingdom shall be computed in the national currency in which Company or its licensee is accounted to at the rate of exchange in effect at the time of payment or credit to Company as reflected in the books of Company. Company shall use its reasonable commercial endeavours to procure that such licensees make all payments to Company in respect of Records Sold as and when due. If Company is paid for Records Sold outside the United Kingdom, and Company cannot remit such payment to the United Kingdom, then (in the event that royalties would be payable to Artist if such payment were remitted) Company shall notify Artist in writing and at Artist's election and expense Company shall deposit the royalties payable to Artist with respect to such Records Sold in the currency and in the country in which Company receives payment therefor. Such deposit and notice to Artist shall discharge Company of the royalty obligation for Records Sold to which such royalties are applicable. If the laws of any country require taxes on such remittances to be withheld at source then the royalties that accrue to Artist shall be reduced proportionately. Company shall give Artist reasonable assistance in obtaining necessary certificates of tax in respect of such withheld monies.

7.3 In respect of Records Sold by Company or its licensees in the following categories the Royalty shall be at one-half (½) of the otherwise applicable royalty rate and calculated in accordance with the royalty calculation provisions of this Agreement unless otherwise stated:

(a) low price Records (being Records the Dealer Price of which is equal to or less than seventy percent (70%) of Company's or its licensee's Dealer Price for Records sold on its top price line label);

(b) sales to or through record clubs and/or sales for rental (where the Royalty Base Price shall be the price upon which royalties to Company are calculated);

(c) sales through mail order operations (where the Royalty Base Price shall be deemed to be the price upon which royalties to Company are calculated;

(d) premium Records sold or given away in connection with goods or services Provided by a third party where (Provided always that Company is accounted to for such sales on a royalty basis rather than a flat fee basis) the Royalty Base Price shall be deemed to be the price upon which royalties to Company are calculated;

(e) multi-artist compilation Records PROVIDED THAT in the event that such a compilation record is released by Company or a subsidiary of Company is not TV or radio advertised then a three quarter (¼) rate shall apply instead of a half (½) rate;

(f) so-called soundtrack Records;

(g) sales through P.X. and N.A.A.F.I. outlets;

(h) educational sales, governmental sales and sales to libraries;

(i) Records Sold by Company or its licensees which are supported by a major advertising campaign on radio and/or television in recognition that the cost of promoting the sale of Records hereunder by such means will be a speculative venture. In the UK, for the purposes of this provision a major advertising campaign will mean a campaign broadcast on television in at least three (3) major television regions (Channel 4 constituting one (1) such region) and/or by three (3) major radio stations (such half-rate reduction being limited in application to Records Sold in the accounting period in which the sell in period prior to the campaign occurs, in the accounting period(s) in which the campaign is conducted and in the next two accounting periods thereafter). Alternatively, in the event that the parties hereto agree then Company shall, in relation to a campaign conducted in the UK, be entitled to treat fifty percent (50%) of the cost of such campaign as an additional advance fully recoupable from the Royalty. In the event that the parties so agree then Company shall upon request by Artist supply such details of the cost of the applicable campaign;

7.4 Company will credit to Artist's royalty account one-half (/2) of net income (not being advances of royalty) received by Company on a flat fee basis (paid in lieu of a royalty rate) which is specifically attributed to Master Recordings of Material. This provision shall not relate to income received by Company on a general or label basis and income received from broadcasting and public performance collection societies such as Phonographic Performance Limited.

7.5 In respect of Records Sold by Company or its licensees which comprise Audio Material and other recordings (sometimes referred to as compilations and compilation Albums) the royalty in respect thereof shall be that proportion of the rate otherwise applicable that the number of Tracks embodied in such compilation bears to the total number of tracks comprising such compilation.

7.6 No royalty shall be paid in respect of:

(a) picture discs, coloured Records and disc Records which are not round;

(b) Records supplied by Company to juke box companies at no more than cost price;

(c) Bona fide sales as deletions, cut-outs, overstocks or as scrap;

(d) reasonable numbers of promotional Records;

(e) Records distributed in reasonable numbers to members of staff of Company or its licensees;

7.7 If Artist performs pursuant hereto jointly with any artist(s) in favour of whom Company or its licensees is obliged to accrue royalties in respect of Records Sold embodying such joint performances then the royalty pro rated as a just and equitable basis.

7.8 If the royalty rate for any individual producer (excluding any escalations) is to exceed four percent (4%) of the Royalty Base Price per Record calculated in accordance with the provisions of this Agreement (except because of an "A-side" protection clause) then Artist's Consent shall be necessary to the engagement of such Producer).

7.9 All sums payable hereunder shall in addition bear VAT upon timely production by Artist where applicable a proper value added tax invoice to Company in respect of any monies payable hereunder.

7.10 (a) If Company licenses Videos (i.e. sight and sound records designed to reproduce the audio performance of recording artists together with a visual image) or makes commercial use of such Videos embodying Artist's performances (other than as provided below), the royalty payable by Company to Artist shall be one half (/2) of Company net receipts derived therefrom after deducting (i) any and all direct third party non-overhead type costs and/or third party payments in connection with the creation, manufacture, exploitation or use of said Videos (provided that no such costs shall be recouped or deducted more than once); and (ii) an additional fee in lieu of any overhead or distribution fee of ten percent (10%) of the gross receipts in connection therewith. If any item of direct third party non-overhead type costs is attributable to receipts from such uses of Masters made under this agreement and other master recordings, the amount of the expenses item which will be deductible to receipts from such uses of Masters made under this agreement and other master recordings, the amount of the expenses item which will be deductible in computing the net receipts under this paragraph will be determined by apportionment. It is specifically agreed that Company shall have the right to license Videos to third parties without any payment to you as long as Company does not receive any such payment. To the extent Company receives any payment for such promotional uses, Company will credit your account with one half (½) of the net receipts as provided in this paragraph 7.10.

(b) With respect to so-called home videos devices embodying Artist's performances (e.g. video cassettes or discs intended primarily for home use), if Company licenses a third party to manufacture and distribute such devices, sub-paragraph (a) above shall apply (if such third party is an affiliated company, Company shall negotiate with such company at arms length). If Company manufactures and distributes such devices, you will be entitled to a royalty computed as provided in this Article, but at the rate of fifteen percent (15%) instead of the rates specified for Records.

7.11 The terms "net receipts", "net sums", or "net amount received" and similar terms in this Article shall mean amounts received by or credited to (against a previously paid advance received by Company in the U.K.) Company in connection with the subject matter hereof which are solely attributable to the Masters (if not solely, then pro rated) hereunder, less any costs or expenses which Company is required to pay or credit to third parties (such as, without limitation, production costs, mechanical royalties AF of M and other union or guild payment.

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