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This agreement is posted here for review purposes only. Any and all Vandor Company contracts are generated at Vandor's Main Offices and are NOT VALID without proper aurthorised signatures and company seals. This copy is not binding and subject to change as industry requirements dictate. This is just the latest version we have signed with our most recent Executive Producer. |
INTERNATIONAL PHONORECORDS AND MUSIC LICENSERS. COPYRIGHT 1993, VANDOR MOTION PICTURES, VANDOR MUSIC GROUP INTERNATIONAL COPYRIGHTS SECURED. ALL RIGHTS RESERVED. |
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1. - - - This Agreement, made and entered into at Albuquerque, Bernalillo County, New Mexico, United States of America, whereof the validity, construction, and performance of this agreement are governed by the laws thereof, between: hereinafter jointly and severally known as EXECUTIVE PRODUCER and hereinafter known and abbreviated as ExP; representing: hereinafter jointly and/or severally known as ARTIST; and: hereinafter known as LABEL; and Vandor Motion Pictures, Phonorecords and Music Publishing Group given hereabove as Vandor Music Group and as hereabove addressed: hereinafter known as LICENSER; is binding upon, and intended to inure the benefit of: the parties hereof, their heirs, agents, successors and/or assigns as specified herein; and - - - a: - - - This Agreement shall be governed by and in accordance with any and all relevant statutes in effect within and/or with respect to the State New Mexico, United States of America, without giving effect to any choice of law or conflict of law provision or rule whether of the State of New Mexico, United States of America, or any other jurisdiction that would cause the application of the laws and/or statutes of any jurisdiction other than the State of New Mexico, United States of America; and any and all actions and/or proceedings whatsoever arising out of and/or with respect to this Agreement shall be brought in Bernalillo County, State of New Mexico, United States of America; and - - - b: - - - Said Principal Parties of Signature hereof: ExP, ARTIST, LABEL and LICENSER are jointly and/or severally hereinafter known as: PARTY(ies) as appropriate; and any and all other advisor(s), affiliate(s), agent(s), assign(s), associate(s) banker(s), bond holder(s), contractee(s), contractor(s), director(s), employee(s), employer(s), entity(ies), financier(s), officer(s), partner(s), party(ies) person(s), personnel, principal(s), shareholder(s), stockholder(s), subsidiary(ies), what/whomsoever thereof whether singular, plural, multiple, incorporated, unregistered business organization, and/or trust, or not: except legal counsel and/or certified accountant(s); are jointly and/or severally hereinafter known as: REPRESENTATIVE(s) as appropriate. |
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| 2. - - - ExP and ARTIST do hereby jointly and severally acknowledge and agree, that this agreement shall supercede any and all previous agreements with the sole and exclusive exception of music publishing agreements, contractual or otherwise, between ExP, ARTIST and/or any and all other relevant entity(ies), party(ies), assign(s) and/or associates with respect hereto what/whomsoever, specifically but not limited to: any and all management(s), production(s), license(s), investment(s), composition(s) and/or any and all such ownerships whatsoever, said any and/or all previous agreement(s) being here and now null an void in and/or with respect to any and all provisions whatsoever therein/of being in conflict with this agreement and/or LICENSER's policy(ies) as presented; and ExP does hereby represent, swear and affirm, that: - - - a: - - - ExP does have current and binding contractual agreement(s) with ARTIST, and any and all Author(s) and/or Composers: hereinafter jointly and severally known as COMPOSER(s); of Musical, or other, WORK(s) presented and/or represented herewith, that does in content thereof conform to and enforce any and all provisions, terms, clauses and/or covenants contained in this agreement and any and all other agreement(s) entered into as (a) result(s) of this agreement; and - - - b: - - - ExP does have by relevant provision(s) in/of said contract(s); the right(s), privilege(s), power(s) and/or authority(ies) to represent said ARTIST and/or said COMPOSER(s) of and with respect to any and all original Musical, or other, WORK(s) presented and/or represented herewith as specified in Paragraph 4., herebelow, with respect to any and all embindments, obligations, and/or duties hereof and/or specified herein for the term and duration of not less than the entire term and duration this agreement and any and all other agreement(s) entered into as (a) result(s) of this agreement; and - - - c: - - - LABEL does hereby represent and agree, that: LABEL does have facilities and/or resources and/or current and binding contractual agreement(s) with qualified entities with respect to processing, manufacture, fabrication, promotion, marketing, licensing, distribution, merchandising and sales, accounting and disbursement(s) of monetary returns and/or earnings, if any, with respect to phonorecords and that said RECORD(s) hereof shall be made available for purchase through and/or by currently existing commercial distribution, marketing, licensing, merchandising and/or sales outlets and/or phonorecord(s) product buyers and music buyers and users; and - - - d: - - - ExP and ARTIST do hereby jointly and severally agree, to maintain current and operating telephone, mailing address and email address in addition to and/or as provided hereabove, and to immediately notify LICENSER and LABEL with respect to any changes whatsoever with respect thereto; and - - - e: - - - ExP and ARTIST do hereby jointly and severally acknowledge and agree, that: neither LABEL nor any other entity(ies), party(ies), assign(s) and/or associates thereof, whether a party to this agreement or not, have either assured, inferred, implied, promised or guaranteed that sure and certain sale(s) of products hereof, success(es) of endeavors hereunder, royalty(ies), earning(s), profit(s) gain(s) and/or return(s) therefrom, monetary or otherwise, whatsoever to ExP and/or ARTIST are assured, inferred, implied, promised or guaranteed, nor that sure and certain sale(s) of products hereof, success(es) of endeavors hereunder, royalty(ies), earning(s), profit(s) gain(s) and/or return(s) therefrom, monetary or otherwise, shall result from said investment(s) hereof; an that any and all investment(s) herein and/or with respect hereto, monetary or otherwise, are subject to total loss. |
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| 3. - - - The term and duration of this agreement is a period of FIVE (5) YEARS following the Date of Release of phonorecord(s): hereinafter known as RECORD(s); hereunder and/or FIVE (5) YEARS following the Date of Expiration of any other agreement and/or license, contractual or otherwise, entered into as (a) result of this agreement; and shall remain in full force and effect whether any given and/or all said PARTY(ies) hereof remain alive and/or in business for said term and duration or not; and - - - a: - - - This contract may be extended for any given additional Term and/or Duration upon mutual agreement between said parties hereof, providing: said agreement shall be specified in writing and signatured by the parties hereof and attached in permanent addendum hereto; and - - - b: - - - This contract may be made null and void at any time either LABEL and/or said REPRESENTATIVE(s) thereof deem or otherwise determine that said RECORD(s) hereunder shall have proven to have no further profitable market value, whether with respect to commercial sales and/or licenses, whether foreign or domestic, and/or other such uses; however - - - c: - - - With respect to section b:, above, such decision(s) shall require the approval and consent of LICENSER; otherwise - - - d: - - - This agreement shall be binding upon the undersigned and their REPRESENTATIV(s) what/whomsoever owned and/or otherwise controlled, directly or indirectly, thereby; however - - - e: - - - Should any relevant event(s) and/or circumstance(s) occur, nothing in this proposal with respect to any other point and/or factor with respect to nondisclosure, noncircumvention, noncompetition, noninterference and/or indemnity shall be either reduced and/or dissolved and any and all other provisions herein/of shall remain in full force and effect for the entire said term and duration of this agreement; and - - - f: - - - This contract may be null and void in whole or in part in accordance with relevant provisions as hereinafter specified. |
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| 4. - - - In consideration of this Agreement, ExP does hereby represent, swear and affirm to all parties hereof that any and all Musical, or other, WORK(s) to be produced, recorded and/or released hereof and/or hereunder are as specified in writing with respect to any and all required credit(s) and/or identification(s), and together with any and all relevant license instruments with respect thereto, as attached in permanent addendum hereto; and - - - a: - - - Said Musical, or other, WORK(s) as specified in said permanent addendum attached hereto are original and not plagiarized from any other WORK(s) whatsoever; and - - - b: - - - Said Musical, or other, WORK(s) as specified in said permanent addendum attached hereto are unpublished and/or will be assigned to a Publisher: hereinafter known as PUBLISHER; as designated by LICENSER, unencumbered both monetarily and contractually, and that LABEL either is already in possession of or will secure due license(s for said purpose(s) hereof between the copyright(s) holder(s) thereof and LABEL; and - - - c: - - - With respect to section b:, above, in any event and/or circumstance whereby said license(s) are not obtainable, ExP shall, at ExP's sole and exclusive cost and/or expense provide other Musical, or other, WORK(s) to be recorded and/or licensed with respect to said endeavors hereof and/or hereunder and in accordance with any and all provisions herein with respect thereto; and - - - d: - - - At ExP's sole and exclusive expense, said Musical, or other, WORK(s) as specified in said permanent addendum hereto, together with any and all content(s) embodied therein shall be produced, recorded and/or otherwise processed into MASTER(s) as herebelow specified; and - - - e: - - - With respect to said MASTER(s) hereof specified in section d:, above: ExP shall have hold and retain any and all right(s), title(s), ownership(s), possession(s), dominion(s), domain(s), power(s) and authority(ies) with respect to ExP thereto, in perpetuity, however - - - f: - - - With respect to said MASTER(s) hereof specified in section d:, above, and for the entire term and duration of this agreement, ExP shall neither give, contract, assign, nor in any manner whatsoever deliver any said right(s), title(s), ownership(s), possession(s), dominion(s), domain(s), power(s) and authority(ies) whatsoever specified in section e:, above, in whole or in part to any other entity(ies) and/or party(ies) what/whomsoever without express written permission from LABEL to do so; and - - - g: - - - ExP and ARTIST are jointly and severally desirous of having recorded performance(s) of said WORK(s) of/by ARTIST embodied in RECORDs hereunder and released for promotion, distribution, synchronization, commercial license(s) and/or possible sale(s) throughout the world with profit being the primary motive and intent thereof; and - - - h: - - - With respect to section c:, above, the Term and Duration thereof shall be as specified in relevant contractual agreements with respect thereto, and shall then and there become the Term and Duration of this agreement as specified in Paragraph 3., above; and - - - i: - - - ExP and ARTIST do hereby jointly and severally acknowledge and agree that it is the policy of LICENSER that neither ExP, ARTIST and/or any and all other entity(ies), party(ies), assign(s) and/or associates what/whomsoever thereof shall not require any portion of composition(s) and/or other creator('s) right(s), title(s), interest(s), dominion(s) and/or domain(s) with respect to any and all real, actual and/or pretended likeness(es), images, portrayals, characterizations, and/or imitations thereof, audio, audiophonic, photographic, painted, imprinted or otherwise, musical or other work(s) and/or idea(s), whatsoever except upon actual monetary investment with respect thereto and/or significant creative contribution thereto as defined in Paragraph 29., herebelow and/or any other legal definition as recognized by any court of competent jurisdiction. |
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| 5. - - - ExP and LABEL do hereby jointly and severally acknowledge and agree, that: this agreement is with respect to, and limited exclusively to: embodiment of said original WORK(s) specified in Paragraph 4., above, into phonorecords as herein specified; and that there are no other obligations or embindments hereof whatsoever upon and/or with respect to any other WORK(s) whatsoever of/by said ARTIST and/or said COMPOSER(s) hereof represented by ExP; and - - - a: - - - Neither LABEL nor any other entity(ies), party(ies), assign(s) and/or associates what/whomsoever associated therewith shall be bound or otherwise obligated in any manner whatsoever by this agreement to, and/or with respect to, any other said entity(ies), party(ies), assign(s) and/or associates, specifically but not limited to: any and/or all other artists, performers, musicians, singers, dancers, actors, actresses, songwriters, authors, composers, engineers, arrangers, designers, labels, publishers, managers, agents, publicists, directors and/or producers what/whomsoever associated with either ARTIST and/or ExP whether a party to this agreement of not; and - - - b: - - - This agreement does not, and shall not, embind either LABEL and/or LICENSER and/or any and/or all assigns thereof what/whomsoever to: and/or with respect to: any other obligation(s) and/or embindment(s) whatsoever other than as specified herein, and exempting specifically, but not limited to: - - - - - - 1: - - - Any and all concert tour(s) and/or other performance(s) whatsoever of/by ExP, ARTIST and/or any other such party(ies) and/or entity(ies) associated therewith shall not be embound with/by this agreement; - - - - - - 2: - - - Any and all other Musical, or other, WORK(s) now in existence or that shall come into existence as (a) result(s) of efforts of/by ExP, ARTIST and/or any and all other party(ies) what/whomsoever associated therewith shall not be embound with/by this agreement; - - - - - - 3: - - - Any and all management and/or agency(ies) contracts whatsoever entered into by ExP and/or ARTIST with any other party(ies) and/or entity(ies) what/whomsoever whether a party to this agreement of not shall not be embound with/by this agreement; - - - - - - 4: - - - Any and all other ARTIST(s) and/or such party(ies) and/or entity(ies) what/whomsoever associated with ExP whether said association is/be by contractual, or other, agreement or not shall not be embound with/by this agreement; providing - - - - - - 5: - - - That with respect to any and all broadcast(s) whether radio and/or television, including videos, guest appearances, program and/or motion picture roles whether featured or otherwise, due credit is given with respect to LABEL, LICENSER, PUBLISHER(s), assigns thereof and/or any and all other such entity(ies) and/or party(ies) with respect hereto and/or as provided with respect to said IMAGE as specified in Paragraph 8., below; and - - - c: - - - Any and all earnings whatsoever due ExP, ARTIST and/or COMPOSER(s) hereunder shall be derived solely and exclusively from sales of said RECORD(s) hereof and/or licenses with respect to said Musical, or other, WORK(s) hereof being embodied in said RECORD(s) hereof, and shall not be derived from any other source(s) and/or resource(s) whatsoever with respect to LICENSER and/or LABEL and/or any and/or all other entity(ies), party(ies), assign(s) and/or associates what/whomsoever thereof; and - - - d: - - - With respect to any and all the above, that: any and all entity(ies), party(ies), assign(s) and/or associates of either ExP and/or ARTIST, or both, what/whomsoever shall not: in any manner whatsoever either obligate LABEL and/or any entity(ies), party(ies), assign(s) and/or associates thereof what/whomsoever in any manner whatsoever without express written authority from and by LABEL to do so; nor in any form or manner whatsoever: interfere in any form or manner with LABEL's and/or any and all said entity('s)(ies'), party('s)(ies'), assign('s)(ies') and/or associate('s)(ies') what/whomsoever thereof functions and/or operations hereof and/or hereunder, specifically, but not limited to: any and all provisions with respect thereto as provided in Paragraph 22., herebelow; and - - - e: - - - Neither this Agreement nor any provision hereof may be waived, modified, changed, or amended in any manner whatsoever except upon execution of (a) written instrument(s) to such effect, signatured any and all parties being signatories hereof, and then only to the extent set forth in such said instrument. |
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| 6. - - - ExP does hereby deliver to LABEL: TWO (2) copies each of ONE (1) acceptable Finished Production Master recordings: jointly and severally hereinafter known as MASTER(s); of said Musical, or other, WORK(s) specified in Paragraph 4., above, together with any and all, sole and exclusive, right(s), title(s), ownership(s), possession(s), dominion(s), domain(s), power(s) and authority(ies) whatsoever with respect thereto, specifically but not limited to: assignment(s), manufacture(ing), license(s)(ing), synchronization, publishing, promotion, distribution, marketing, merchandising and/or sales as specified and/or inferred herein with respect to any and all content(s) embodied therein; said MASTER(s) shall initially be embodied in the form and/or configuration of CDR (Compact Disc-Reference): and embodying said performances of/by ARTIST of said WORK(s), said MASTER(s) being: - - - - - - 1: - - - With respect to a TEN (10) Selection Album: TEN (10) MASTER recordings of said productions as originally mixed and containing lead vocal(s) of/by ARTIST; and TEN (10) MASTER recordings excluding lead vocal(s) of/by ARTIST: hereinafter known as MMV(s); making a total of TWENTY (20) MASTER(s) embodied therein and in the same order as said CDR containing said lead vocal(s) of/by ARTIST; and/or **********BEGIN DOES NOT APPLY TO THIS AGREEMENT********** - - - - - - 2: - - - With respect to a Split-Five (5) Album: FIVE (5) MASTER recordings of said productions as originally mixed including lead vocal(s) of/by ARTIST and FIVE (5) MASTER recordings excluding lead vocal(s) of/by ARTIST: hereinafter known as MMV(s); making a total of TEN (10) MASTER(s) embodied therein; and in the following order: song one (1) with lead vocal as cut one (1), song two (2) with lead vocal as cut two (2), song three (3) with lead vocal as cut three (3), song four (4) with lead vocal as cut four (4), song five (5) with lead vocal as cut five (5), song one (1) without lead vocal as cut six (6), song two (2) without lead vocal as cut seven (7), song three (3) without lead vocal as cut eight (8), song four (4) without lead vocal as cut nine (9), song five (5) without lead vocal as cut ten (10); and **********END DOES NOT APPLY TO THIS AGREEMENT********** - - - a: - - - ExP does hereby assign and deliver to LICENSER and/or LABEL specifically with respect to, but not limited to: any and all sole and exclusive, right(s), title(s), ownership(s), possession(s), dominion(s), domain(s), power(s) and authority(ies) whatsoever, specifically but not limited to: manufacture(ing), license(s)(ing), synchronization, publishing, promotion, distribution, marketing, merchandising and/or sales as specified and/or inferred herein, with respect to this agreement, and/or any and all content(s) embodied in said MASTER(s), whether administrative, mechanical or otherwise, both foreign and domestic and throughout the Universe, for the entire term and duration of this agreement; and - - - - - - 1: - - - ExP shall not, nor shall ExP knowingly permit, any assignment(s), manufacture(ing), license(s)(ing), synchronization, publishing, promotion, distribution, marketing, merchandising and/or sales as specified and/or inferred herein with respect to any and all content(s) embodied therein whatsoever of said RECORD(s) hereunder without the express written permission and consent of LICENSER and LABEL; and - - - - - - 2: - - - With the understanding that LABEL shall return said any and all rights, titles, interests, powers, privileges, domains, dominions, and authorities whatsoever, to ExP upon expiration of this agreement, and - - - - - - 3: - - - Upon said return of any and all said right(s), title(s), ownership(s), possession(s), dominion(s), domain(s), power(s) and authority(ies) whatsoever with respect to said MASTER(s) to ExP, said MASTER(s) shall be then and there free and clear of any and all encumbrances whatsoever incurred thereupon by LICENSER and/or any and all assigns thereof, and shall constitute completion and accomplishment of any and all obligation(s), duty(ies), responsibility(ies) and/or liability(ies) whatsoever with respect hereto by LICENSER and/or any and all assigns what/whomsoever thereof, and expiration of this agreement in its entirety; however - - - b: - - - LABEL is not, and shall not be, obligated or required in any form or manner whatsoever to accept said MASTER(s) and may at LABEL's sole and exclusive option and/or determination, refuse and otherwise reject this contract in it's entirety, and/or at any time prior to initial licensing and/or processing of said MASTER(s), return said MASTER(s) to ExP and any and all fee(s) paid to LABEL as specified in Paragraph 9., below, in full, and by said return(s) thereof make this agreement null and void in its entirety; and - - - c: - - - In any and all said event(s), condition(s) and/or circumstance(s) as specified in section b:, above, whereby LABEL shall return said MASTER(s) and said monies to ExP: LABEL is not, and shall not be, liable nor responsible for any cost(s) and/or expense(s) whatsoever incurred by ExP, ARTIST, and/or any and all other entity(ies), party(ies), assign(s) and/or associate(s) thereof and/or associated therewith, with respect to recording, production and/or other creative endeavors whatsoever with respect to said MASTER(s); and specifically, but not limited to: any and all cost(s) and/or expense(s) whatsoever incurred by ExP, ARTIST, and/or any and all entity(ies), party(ies), assign(s) and/or associate(s) thereof and/or associated therewith with respect to attorney's fee(s) and/or expense(s) and any and all court(s) cost(s) and/or expense(s) whatsoever; and - - - d: - - - At LABEL's sole and exclusive option and/or determination, at any time after and/or during initial processing of said MASTER(s), and prior to LABEL's receipt of test pressing(s) and/or proof copy(ies) thereof, whether with respect to said RECORD and/or graphic art(s) thereof; in any and all event(s), condition(s) and/or circumstance(s) whatsoever whereby LABEL shall either be required and/or shall otherwise decide and/or determine to return said MASTER(s) to ExP for any reason(s) whatsoever: LABEL shall then and there deduct any and all cost(s) and/or expense(s) whatsoever incurred by LABEL with respect thereto, specifically but not limited to any and all attorney's fee(s) and/or expense(s) and any and all court(s) cost(s) and/or expense(s) whatsoever, from said fee(s) and/or monies paid by ExP to LABEL as specified in Paragraph 9., below; however - - - e: - - - In any and all said event(s), condition(s) and/or circumstance(s) as specified hereabove whereby either LICENSER and/or LABEL shall at said LICENSER's and/or LABEL's option and/or determination, or otherwise be required to return said MASTER(s) to ExP for any cause(s) and/or reason(s) whatsoever at any time after production and/or manufacture of commercial quantities of copies of said RECORD and/or artwork(s), layout(s), preparation and/or printing of said graphics with respect thereto has been authorized and/or begun, whether nor not said copies and/or printings have been received by either LICENSER and/or LABEL: neither LICENSER and/or LABEL, as appropriate, shall be required to refund any monies whatsoever paid by ExP to LABEL as specified in Paragraph 9, below, to ExP; and - - - f: - - - LICENSER and/or LABEL shall neither be liable nor responsible for any cost(s) whatsoever with respect to initial recording production(s), rehearsal(s), musical, or other, arrangers and/or arrangement(s), musicians, singers, technicians, equipment, facilities, supplies, artist promotion, consultants, agencies, agents and/or managers what/whomsoever: being then and there the exclusive obligation , liability, dominion and/or domain of ExP. 7. - - - LABEL shall maintain competent business records with respect to any and all sales and/or licenses of RECORD(s) hereof and/or hereunder, whether foreign or domestic; and ExP may, at ExP's sole and exclusive cost and/or expense, examine, audit and photocopy those books and records, only for the sole and exclusive purpose of verifying the accuracy of payments. and/or accuracy of statements of payments, to ExP and for no other purpose(s), reason(s), cause(s) and/or discovery(ies) whatsoever; however - - - a: - - - ExP may make such examination for a particular statement only once, and only within one (1) year after the date of receipt by ExP of said particular statement; ExP may make said examinations only during LABEL's usual business hours, and at the place where LABEL keeps said business records; and - - - b: - - - ExP is required to notify LABEL not less than thirty (30) days before the date when ExP shall begin said examination; however - - - c: - - - LABEL may postpone the commencement of ExP's examination only once, and for a period not exceeding sixty (60) days; said postponement shall be by written notice delivered to ExP not later than fifteen (15) days before the commencement date specified as date of intended examination; and - - - d: - - - ExP's examination of said business records shall be completed within not more than sixty (60) days from the date of actual beginning of said examination; and failure to complete said examination within said sixty (60) days as hereabove specified, shall then and there empower and otherwise authorize LABEL to require ExP to terminate said examination within seven (7) days following; and LABEL will not be required to permit ExP nor any representative what/whomsoever thereof, to continue said examination beyond and/or after the end of said seven (7) day period; and - - - e: - - - ExP and any and all other representatives and/or associates thereof what/whomsoever, shall not be entitled nor permitted, under any terms and/or conditions whatsoever, to examine any other business records or business instruments that do not specifically report sales with respect to said RECORD(s) hereof and/or hereunder and/or that do not specifically report monetary distributions with respect to said RECORD(s) hereof and/or hereunder; and - - - f: - - - With respect to section e:, above, said examination shall be limited and/or otherwise restricted to only those pages of said business records and/or said business instruments whereof said report with respect to sales of said RECORD(s) hereof and/or hereunder and/or said report with respect to said distributions with respect to said RECORD(s) hereof and/or hereunder are contained, and shall not include any other pages, in whole or in part, whatsoever; and any and all other information and/or data whatsoever contained therein/of shall be kept in strictest confidence by said examiner(s) under penalty of breach(es) hereof; however - - - g: - - - ExP may appoint a duly Chartered Accountant or other duly licensed Legal Representative to make said examination on behalf of ExP, but not if said duly Chartered Accountant or other duly licensed Legal Representative or firm thereof, has either begun or is in any manner whatsoever involved with any other examination of LABEL's business records on behalf of any other entity what/whomsoever except any such said examination has been concluded and any applicable audit issues have been resolved and closed for a period of not less than ONE HUNDRED TWENTY (120) days; and - - - h: - - - ExP shall not have any right(s) whatsoever to sue LABEL with respect to any royalty accounting whatsoever for royalties with respect to RECORD(s) sold or license receipts derived by LABEL during the period said royalty accounting covers or during the period whereof LABEL is making determination of said royalties and/or license receipts, if any, are due; and - - - i: - - - Should ExP commence suit on any controversy or claim concerning said royalties accountings rendered to ExP under this Agreement, the scope of the proceeding will be limited to determination of the amount of the royalties due for the accounting periods concerned and the court shall have no power(s) or authority(ies) whatsoever to consider any other issues or award any relief except recovery of any royalties found owing; and recovery of any such royalties will be the sole remedy available to ExP by reason of any claim related to LABEL's royalty accountings; however - - - j: - - - With respect to section i:, above, should ExP commence any such said suit and said court find in favor of LABEL, ExP shall then and there become, be and remain liable for any and all cost(s) and/or expense(s) whatsoever incurred by LABEL and/or any and/or all entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof, specifically, but not limited to: any and all legal fees, attorney's fees, court cost(s), expert's fees, accountant's fees, declarations, notary's fees, administrative cost(s), copies, travel, food and/or lodging expense(s), incurred by LABEL with respect thereto; and - - - k: - - - In any event or circumstance whatsoever whereby said suit shall not be consummated or otherwise completed for any cause(s) and/or reason(s) whatsoever, or that said Court shall find in favor of LABEL: ExP shall then and there be fully and totally liable for any and all cost(s) and/or expense(s) whatsoever incurred by LABEL with respect to said suit, and ExP shall then and there make restitution in full, immediately and upon demand for payment to LABEL and/or any and all other parties what/whomsoever associated therewith and injured as a result thereof; and - - - - - - 1: - - - Any and all cost(s) and/or expense(s) whatsoever incurred by LABEL and/or any and/or all entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof being due and payable by ExP immediately upon demand therefor and shall not be construed as being deductible from nor embursable by any royalty(ies) and/or earning(s) whatsoever that may be due or that may come to be due ExP and/or ARTIST; however - - - - - - 2: - - - LABEL and/or any and/or all said entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof may upon notification of any said suit then and there withhold any and all said royalty(ies) and/or earning(s) due ExP and/or ARTIST until said suit is resolved and until any and all said cost(s) and/or expense(s) whatsoever incurred by LABEL and/or any and/or all entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof are paid in full to said injured party(ies); and - - - - - - 3: - - - LABEL and/or any and/or all said entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof may upon notification of any said suit then and there withhold any and/or all further promotion, distribution, manufacture(ing), licensing, marketing, and/or sale(s) whatsoever of said RECORD(s) hereunder until said suit is resolved; and in such event and/or circumstance ExP and ARTIST do hereby jointly and severally acknowledge and agree that said RECORD(s) may not recover from such said withholding; and - - - l: - - - With respect to section j:, and/or section k:, above, and without limiting the generality thereof, ExP shall not have any right(s) whatsoever to seek termination of this Agreement or avoid the performance of ExP's obligations hereunder by reason of any such claim; and - - - m: - - - Any and all parties hereto do hereby jointly and severally acknowledge and agree, that: licensing, manufacture, distribution, merchandising and/or sale(s) of RECORD(s) hereunder outside the Domestic Sovereigns of the United States are jointly and severally hereinafter known as; FOREIGN SALES; and - - - n: - - - LABEL shall have, hold and retain the sole and exclusive and any and all right(s), power(s), authority(ies), dominion(s) and/or domain(s) whatsoever with respect thereto, specifically, but not limited to: any and all administrative, business, or other, functions with respect thereto, including any and all negotiation(s) with respect thereto that are, or may be, necessary and/or required with respect to said obligations of and/or upon LABEL. 8. - - - Any and all parties hereto do hereby jointly and severally acknowledge and agree, that: ARTIST is a self-owned entity, both having and holding any and all right(s), title(s), ownership(s), possession(s), dominion(s), domain(s), power(s) and authority(ies) whatsoever and throughout the Universe, exclusively and without any other existing agreement(s) and/or obligation(s) whatsoever with respect thereto with respect to any and all real, actual and/or pretended likeness(es), image(s), portrayal(s), characterization(s), and/or imitation(s) thereof, audio, audiophonic, photographic, painted, imprinted, electronic, or otherwise, hereinafter jointly and severally known as IMAGE; and regardless and irrespective of any and all source(s) what/whomsoever with respect to said real, actual and/or pretended likeness(es), image(s), portrayal(s), characterization(s), and/or imitation(s) thereof, audio, audiophonic, photographic, painted, imprinted or otherwise, shall have come into existence and/or been created by; and - - - a: - - - ExP and ARTIST do hereby jointly and severally agree to retain and withhold said IMAGE from any and all other entity(ies) what/whomsoever not the party of LICENSER as specified in this Agreement for the entire term and duration of this Agreement; and - - - b: - - - ARTIST does hereby assign, deliver to, empower and otherwise authorize LICENSER to have, hold, and retain, the sole and exclusive and any and all said right(s), title(s), ownership(s), possession(s), dominion(s), domain(s), power(s) and authority(ies) whatsoever with respect said IMAGE, throughout the Universe: specifically for, but not limited to, the sole and exclusive purpose(s) with respect to said endeavors hereof and/or hereunder, and/or as herein specified as necessary and/or required with respect to LICENSER's duties and/or obligations hereof and/or hereunder; therefore - - - c: - - - LICENSER and any and all other entity(ies), party(ies), assign(s) and/or associate(s) and/or licensees what/whomsoever of LICENSER upon appropriate assignment by LICENSER thereto, shall each have the right to process, manufacture, reproduce, print, publish or disseminate said IMAGE in any medium deemed necessary and/or required with respect to said endeavors hereof and/or hereunder, together with any and all available biographical material(s) with respect to ARTIST and/or RECORD(s) hereof, as news and/or information, for the purposes of trade and/or advertising, however - - - d: - - - ARTIST shall have, hold and retain the sole and exclusive authority with respect to any and all final determinations and/or decisions whatsoever with respect to content of said IMAGE(s), specifically, but not limited to: whether any given IMAGE and/or commentary content shall be used or discarded, and any and all content whatsoever with respect to any and all still photographs, drawings and/or charactures, Motion Picture(s) and/or Video(es): hereinafter jointly and severally known as FILM; and - - - f: - - - ExP and ARTIST do hereby jointly and severally agree, and do hereby jointly and severally warrant and insure that ExP and ARTIST and any and all entity(ies), party(ies), assign(s) and/or associate(s) and/or personnel associated therewith, who are, or may be required to belong to any relevant Union, Guild, Society, and/or other, Professional, Trade, Service, Labor, and/or other, organization with respect to either the expertise(s) thereof and/or performance(s) of and/or with respect to said expertise(s), specifically but not limited to: the American Federation of Musicians, the American Federation of Television and Radio artists, and/or any and all other such organizations having jurisdiction whether a licensing and/or industry or other standards organization or not; are either here and now duly affiliated members of any and all such said organizations and/or will become members thereof as immediately as possible, and will have, hold, retain and maintain any and all such said memberships, in good standing, for howsoever long this agreement shall remain in force and/or effect; and - - - g: - - - With respect to section f:, above, any and all dues, fees, service and/or other charges, monetary or otherwise, due or that shall come due to either such said member(s) of such said organization(s) and/or to any and all such said organizations, shall be the sole and exclusive liability(ies) and/or responsibility(ies) of ExP under any and all circumstance(s) and/or condition(s); and neither PUBLISHER(s), LICENSER nor LABEL shall be required to assume either liability(ies) therefor nor to make any payment(s), embursement(s) or other consideration(s) whatsoever thereto. |
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| 9. - - - ExP does hereby agree, and upon signature hereof, to pay LABEL an initial promotion fee in the amount of: XXXXX ($XXXXX.XX) (USC), ExP's share of initial promotion investment, and payable to: VANDOR MUSIC GROUP; whereupon receipt by LICENSER thereof: LICENSER shall cause any and all necessary and/or required services to be rendered with respect to the manufacture and delivery of not more than FIVE THOUSAND (5,000) promocopies total with respect to each and every separate configuration thereof as authorized hereunder by ExP of said RECORD, authorization for manufacture of not more than FIVE THOUSAND (5,000) promocopies total regardless of said configuration thereof by ExP is hereof acknowledged and agreed, upon and for which no mechanical royalty(ies) whatsoever shall be paid; and - - - a: - - - Except those copies of said RECORD purchased by ExP as specified in Paragraph 13., below, said promocopies shall be delivered gratis and free of charge to the recipients thereof, each and every said intended recipient hereof being the specific dominion and/or domain of LICENSER and/or LABEL and/or entity(ies), party(ies), assign(s) and/or associate(s) thereof, primarily, but not limited to: Domestic and/or Foreign Broadcasters, Domestic and/or Foreign licensers, Domestic and/or Foreign Motion Picture and Television Program Producers, Domestic and/or Foreign Music Users and Syndicators, Domestic and/or Foreign Trade Publications; Domestic and/or Foreign major and/or daily newspapers; Domestic and/or Foreign sales and/or merchandising outlets; Domestic and/or Foreign monetary lenders, monetary investors, bankers, monetary sources and/or financial institutions; however - - - b: - - - Any and all additional promocopies of said RECORD must be authorized by ExP prior to manufacture thereof, and: which said promocopies shall be at the sole and exclusive cost and/or expense of party requesting said promocopies; and - - - c: - - - LICENSER shall have, hold and retain the sole and exclusive right of determination with respect to any and all release(s) and/or license(s) with respect to both Domestic and/or Foreign Record Companies, licensers and/or Labels, specifically but not limited to: the right to release and/or license said RECORD on either LICENSER's ensign, LABEL's ensign, VANDOR, INTERNATIONAL Records ensign, VMG WORLD WIDE ensign, JUKE RECORDS OF TENNESSEE Records ensign, and/or any other label licensed and/or distributed by LICENSER, and/or any other legitimate label and/or other licenser such as LICENSER, and/or any Motion Picture Company, Television Program Production Company, Advertising Agency, manufacturer, service provider, and/or any and/or all the above; and as determined by agreement between same and LICENSER; said RECORD shall be initially manufactured in the United States under license between LICENSER and (***name of label***); and - - - - - - 1. - - - With respect to any and all artwork(s), layout(s), and/or other printing(s) and/or imprinting(s) embodied in and/or on said RECORD and/or inserted therewith and/or otherwise intended for accompaniment of said RECORD whether with respect to promotion, sales and/or licenses with respect thereto, LICENSER shall have hold and retain any and all right(s), title(s), ownership(s), possession(s), dominion(s), domain(s), power(s) and authority(ies) whatsoever with respect thereto; and - - - d: - - - LICENSER and/or any and/or all entity(ies), party(ies), assign(s) and/or associate(s) thereof shall have, hold, and retain the sole and exclusive right of determination with respect to authorization of and/or reimbursement of any and all cost(s) and/or expense(s) whatsoever incurred by said any and/or all entity(ies), party(ies), assign(s) and/or associate(s) thereof with respect to any and all said services rendered with respect hereto; and - - - e: - - - It is hereby jointly and severally acknowledged and agreed by all parties hereof, that: any and all expense(s) whatsoever incurred with respect to any and all endeavors hereof and/or hereunder shall be payable and/or otherwise deductible from and/or out of said promotion fee: specifically, but not limited to: any and all union dues and/or other fees, licenses, personal and/or professional services, accountant's fees and/or services, attorney's fees and/or court cost(s), consultants, technicians, art and/or artwork(s), layout(s)s, synchronization, authoring, salary(ies), catering, foods, libations, tips and/or gratuities, communications, processings, manufacturings, advertisings, insurances, transportations, postage(s), delivery(ies), reimbursements, parts, items, equipments, rentals, and/or any and all other such purposes as may be deemed necessary and/or required with respect to said any and all endeavors hereof and/or hereunder; and - - - f: - - - It is hereby jointly and severally acknowledged and agreed by all parties hereof, that: should ExP determine, due to and/or for any reasonable cause whatsoever, specifically but not limited to: ARTIST promotion with respect to any form, requirement or manner with respect thereto; that in-advance-of-orders-for-the-product copies of said RECORD(s) should be delivered to any and/or all wholesale and/or retail outlets and/or services, whether national chain or local merchant, and whereof confirmed and viable orders for said RECORD(s) have not been received by LICENSER and/or LABEL from said wholesale and/or retail outlets and/or services, that ExP shall have the right to cause LABEL to deliver same at the sole and exclusive cost(s) and/or expense(s) of ExP, including but not limited to: any and all cost(s) and/or expense(s) whatsoever incurred with respect to said delivery thereof and any and all cost(s) and/or expense(s) whatsoever incurred by any and all entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever with respect to return of said product and any and all cost(s) and/or expense(s) whatsoever incurred by any and all entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever with respect to disposal, storage, accounting and/or other administration thereof and/or with respect thereto; and - - - - - - 1: - - - ExP shall prepare and deliver to LICENSER a formal request with respect to said in-advance-of-orders-for-the-product copies to be delivered which shall include but not be limited to: - - - - - - 2: - - - The number and/or quantity of said in-advance-of-orders-for-the-product copies to be delivered; and - - - - - - 3: - - - Proposed recipients to whom in-advance-of-orders-for-the-product copies are to be delivered; however - - - - - - 4: - - - Neither LICENSER, LABEL nor any entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever associated therewith shall assume any responsibility(ies) and/or liability(ies) whatsoever with respect to said in-advance-of-orders-for-the-product copies, specifically but not limited to any and all cost(s) and/or expense(s) whatsoever incurred with respect to shipping and/or delivery, storage, accounting(s), collection(s) and/or disbursements of monies received therefrom, except for the manufacture and attempted delivery thereof; and - - - - - - 5: - - - Neither LICENSER, LABEL nor any entity(ies), party(ies), assign(s) and/or associate(s)what/whomsoever associated therewith shall assume any responsibility(ies) and/or liability(ies) whatsoever with respect to said in-advance-of-orders-for-the-product copies, nor any cost(s) and/or expense(s) whatsoever incurred with respect thereto, should any and/or all said proposed recipients as specified with respect to sub-section 2:, above, refuse delivery of said in-advance-of-orders-for-the-product copies for any cause and/or reason whatsoever; and - - - - - - 6: - - - Neither LICENSER, LABEL nor any entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever associated therewith shall assume any responsibility(ies) and/or liability(ies) whatsoever with respect to said in-advance-of-orders-for-the-product copies, nor any cost(s) and/or expense(s) whatsoever incurred with respect thereto, should any and/or all said proposed recipients as specified with respect to sub-section 2:, above, refuse and/or delay payment for and/or return and/or delay return of said in-advance-of-orders-for-the-product copies for any cause and/or reason whatsoever; and - - - - - - 7: - - - Upon receipt by LICENSER of a completed report and/or accounting by and/or from said entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof with respect to said manufacture, attempted delivery(ies), delivery(ies), monetary receipt(s) and/or non-payment(s), cost(s) and/or expense(s) whatsoever incurred with respect to said in-advance-of-orders-for-the-product copies, LICENSER shall prepare and deliver to ExP a copy of said completed report and/or accounting accompanied by and/or with any monies due ExP with respect thereto; however - - - - - - 8: - - - ExP does hereby agree, and at the sole and exclusive cost(s) and/or expense(s) of ExP, to secure and maintain not less than one (1) account with ExP's choice of any national and/or international carrier as required, to insure shipping and/or delivery of remaindered and/or returned product to ExP, specifically including but not limited to: any and all cost(s) and/or expense(s) whatsoever incurred with respect to said shipping and/or delivery of said remaindered and/or returned product to ExP; and - - - - - - 9: - - - With respect to sub-section 7:, above, ExP shall provide LICENSER and LABEL with said shipping account name(s), title(s), number(s), password(s) and any and all authority(ies) necessary or required to use said account for the sole and exclusive use and/or purpose of shipping and/or delivery said remaindered and/or returned in-advance-of-orders-for-the-product copies to ExP from where ever and/or which ever location said remaindered and/or returned in-advance-of-orders-for-the-product copies shall need be shipped from; and - - - - - - 10: - - - With respect to said in-advance-of-orders-for-the-product copies, any and all artwork(s), layout(s), preparation(s) and/or printing and or other such service(s), process(es) and/or procedure(s) whatsoever shall be the sole and exclusive responsibility(ies) and/or liability(ies) of ExP; and - - - g: - - - With respect to section f:, above, neither LICENSER nor LABEL nor any other entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof and/or associated therewith shall be liable for refusal of any and/or all said wholesale and/or retail outlets and/or services to accept said RECORD(s) at any time and/or for any cause and/or reason whatsoever. |
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| 10. - - - With respect to any and all configuration(s) of and/or with respect to said phonorecords: said RECORD shall be made, manufactured and/or otherwise commercially produced in quantity initially in the configuration of COMPACT DISC: hereinafter known as CD; and made, manufactured and/or otherwise commercially produced in quantity any and all other configurations only when and if commercial orders therefor and/or sales thereof are in such quantities and market potential(s) are, in the sole and exclusive opinion of LABEL, as to be profitable with respect hereto; however - - - a: - - - At the sole and exclusive option, dominion and domain of LABEL, said RECORD may, or may not, be made, manufactured and/or otherwise commercially produced in quantity initially in the configuration of CASSETTE and/or VINYL as deemed necessary and/or appropriate by both ExP and LABEL; such determination being specified in Paragraph 9., above, and/or appropriate addendum with respect thereto and hereto attached. 11. - - - LABEL does hereby agree: within FIFTEEN (15) working days after the First (1st) Days of March, June, September and December of each and every year this contract shall remain in effect and wherein there have been domestic sales of said RECORD within the United States and/or Territories thereof for which LABEL received payment for said sales and/or license(s) of said RECORD: but specifically exempting any and all promocopies, free and/or bonus goods, synchronization, and/or remaindered product, upon and/or for which no royalty(ies) whatsoever shall be paid to any party(ies) hereof what/whosoever; to pay: - - - a: - - - With respect to domestic (U.S.) mechanical royalty(ies) due ExP: the amount of EIGHT POINT SIX CENTS ($0.086) (USC) per song per copy sold and for which LABEL received payment in full; and a proportionately lesser amount should LABEL be required to dispose of said RECORDs at less than full price; and - - - b: - - - With respect to domestic (U.S.) mechanical royalty(ies) due ARTIST: the amount of EIGHT POINT SIX CENTS ($0.086) (USC) per song per copy sold and for which LABEL received payment in full; and a proportionately lesser amount should LABEL be required to dispose of said RECORDs at less than full price; - - - c: - - - With respect to any and all other licenses with respect to sales of said embodied WORK(s) in and/or of said RECORD, whether foreign or domestic, but specifically excluding any and all said domestic sales whatsoever of said RECORD as hereabove specified, and for which LABEL received payment, and after deduction of any and all cost(s) and/or expense(s) whatsoever incurred in the securing thereof: LABEL does hereby agree to pay ExP an amount equal to TEN PERCENT (10%) of the net remaining profit(s) thereof; and - - - d: - - - With respect to any and all other licenses with respect to sales of said embodied WORK(s) in and/or of said RECORD, whether foreign or domestic, but specifically excluding any and all said domestic sales whatsoever of said RECORD as hereabove specified, and for which LABEL received payment, and after deduction of any and all cost(s) and/or expense(s) whatsoever incurred in the securing thereof: LABEL does hereby agree to pay ARTIST an amount equal to TEN PERCENT (10%) of the net remaining profit(s) thereof; and - - - e: - - - Said accounting(s) and payment(s) shall be with respect to sales and/or licenses for which LABEL was paid not less than ONE HUNDRED TWENTY (120) days prior thereto; however - - - f: - - - Should there be neither sales of nor license receipts with respect to said RECORD: LABEL shall issue ONE (1) statement each to ExP and ARTIST in accordance with said schedule and shall not issue further statement(s) until either sales of and/or licenses with respect to said RECORD for which LABEL received payment are a matter of fact and/or are otherwise accomplished; however - - - g: - - - Mechanical royalty(ies) shall be paid to any and all party(ies) concerned for howsoever long sale(s) and/or license(s) of said RECORD continue for which LABEL is paid except for said promocopies, free and/or bonus goods and/or remaindered product; and - - - h: - - - With respect to sections a:, and b:, above, any and all said payments thereof due ARTIST shall be made directly to ExP until LABEL is informed in writing by ExP to pay ARTIST direct; and - - - i: - - - With respect to any future event(s) and/or circumstance(s) where payment with respect to the Statutory Rate with respect to mechanical royalty(ies) with respect to phonorecords shall change, any and all such said change(s) shall then and there become and remain automatically in effect with respect hereto and be so effective as of the recognized official date of said change(s); and - - - j: - - - With respect to in-advance-of-orders-for-the-product copies, and said in-advance-of-orders-for-the-product copies having been paid for by ExP, as specified in Paragraph 9., above, any and all remaining monies therefrom whatsoever after the payment of any and all cost(s) and/or expense(s) whatsoever incurred thereagainst, shall be paid to ExP as residual in accordance with said relevant administrative provisions as specified in said Paragraph 9., above. 12. - - - ExP and ARTIST do hereby jointly and severally agree, that: with respect to Paragraph 11., above, and with respect specifically to, but not limited to, section h: thereof, above, and in clarification thereof: any and all monies due ExP and ARTIST shall be paid solely and exclusively to ExP until such time that ExP shall inform LABEL in writing to act otherwise, whereupon LABEL shall then cease and desist payment of ARTIST's royalties and/or earnings to ExP, and shall thereafter pay said ExP's royalties and/or earnings to ExP and pay ARTIST's royalties and/or earnings directly to ARTIST unless LABEL shall be specifically exempted from paying said ARTIST, which said exemption shall be in writing, signatured by ExP and LABEL and attached in permanent addendum hereto, whereupon said payment(s) as above specified shall apply. |
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| 13. - - - LABEL does hereby agree, that: Paragraph 9., above, notwithstanding, that: for howsoever long domestic parts and/or MASTER(s) serving to reproduce, produce and/or otherwise duplicate said RECORD in commercial quantities exist: ExP shall have, hold, and retain, the right, power, authority and privilege to purchase additional copies of said RECORD hereof with respect to concession sales thereof, in any commercial quantity(ies) as required with respect to manufacturing runs thereof, providing and with the understanding that: - - - a: - - - ExP's purchase price with respect to said copies of said RECORD shall include any and all cost(s) whatsoever with respect to processing, manufacture, printing, fabrication, shipping, handling, insurance(s), etceteras; and any and all royalty(ies), earning(s) and/or commission(s) that would otherwise be due to any and all other party(ies) and/or entity(ies) of vested interest(s) therein and/or hereof, excepting that, and if, said party(ies) shall forego and/or otherwise forgive said royalty(ies); and - - - b: - - - Said copies of said RECORD shall be expended for promotion and/or sale only by ExP with respect to promotional endeavors with respect to ARTIST at performance(s) venue(s) of/by ARTIST; and - - - c: - - - Said copies of said RECORD shall not be expended for sale nor promotion, nor otherwise provided for sale nor promotion to any party(ies) and/or entity(ies) what/whomsoever other than said LICENSER and/or LABEL as specified herebelow, specifically but not limited to: said party(ies) and/or entity(ies) specified and/or otherwise inferred anywhere in this agreement as being either the dominion, domain, obligation(s), responsibility(ies) and/or duty(ies) of and/or upon LICENSER and/or LABEL and/or any and all other entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever associated therewith; and specifically but not limited to: those party(ies) and/or entity(ies) specified in Paragraph 9, above, and/or Paragraph 22., below. |
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| 14. - - - Said PARTY(ies) hereof, having hereby affirmed their respective desire to enter into a mutual business association for their mutual and/or respective benefit, do hereby jointly and severally agree, that: whereby there is and/or may be the necessity of exchange of information of, about and/or with respect to, specifically but not limited to: - - - acquisition and/or disposition lists, bankers and/or lender lists, barters lists, buyers lists, company(ies) lists, customer lists, distributors lists, director lists, email lists, entrepreneur lists, equity lender lists, exclusive lists in any and all configurations and for any and all business purposes hereunder, financier and/or investor lists, individual lists, postal and/or mailing lists, prospect lists, purchasing agents lists, rental lists, representative and/or REPRESENTATIVE(s) lists, shareholder lists, trader lists, addresses, affiliates and/or subsidiaries, agencies, agents, anti-copy and/or duplication codes and measures, anti-counterfeiting codes and measures, anti-piracy codes and measures, art, artists and/or performers, artworks and/or layouts, assigns, authors and/or composers and/or creators, bank and other codes, bank trading programs, bankers, brand names, broadcasters, brokers, budgets, business information, buyers, clients, companies, compositions, computer programs, concepts, contacts, copyrights and/or copyrighted materials, corporations, data, dealers, designs, distillers and/or distilleries, distributors, documentations, drawings, email and/or website addresses and/or urls with respect thereto, facsimile numbers, film and/or music buyers and users, financial institutions, financials, formulae, hardware, ideas and/or characters; industrial intelligence of and/or with respect to any and all natures whatsoever with respect hereto; identification marks and/or numbers, identification seals and/or logos, images, information, insurance companies, intermediaries, inventions, labels, licensers, lyrics, machines, managers, manuals, manufacturers, market plans, marketing plans, merchandising, merchandisable products and/or ideas, methods, motion pictures and/or television program scripts and/or characters and/or ideas with respect thereto, musical or other scores; , names, nominees, pager and/or telephone and/or telex numbers, partnerships, phonorecords, photographs, pictures, plans in and/or of various configurations and/or for various purposes with respect thereto, plays and/or play ideas and/or characters with respect thereto, potential customers, pricing data, processors; processes and/or procedures, relevant to business or otherwise; producers, product tracking codes and measures, production, products under development, programmers, promoters, proposed and/or registered and/or nonregistered trademarks, proposed products and services, proprietary(ies) and/or proprietary(ies) property(ies) and/or INFORMATION(s) with respect thereto, prototypes, publicists, rack jobbers, records,, refiners, registries, reports, research, research projects, resources, scientific and/or mathematic techniques, screenplays, scripts, shippers, software, sources, specifications, systems, technical information, techniques, technology(ies), television programs, trade secrets, trustees, trusts, videos: jointly and severally hereinafter known as: INFORMATION(s); primarily with respect to but not limited to: the previous and already established businesses, endeavors and/or ventures of any and/or all said PARTY(ies) hereof, and/or any and all other relevant business and/or industrial intelligence INFORMATION(s) with respect thereto, whether written, data, encoded and/or oral and whether foreign and/or domestic: being relevant, necessary and/or required with respect to the performance of any and/or all respective duties and/or conduct of said business' procedures and/or functions relevant thereto; however - - - a: - - - Any and all said INFORMATION(s) with respect hereto, any and all contents hereof, and any and all addendums hereto being a part hereof, specific provisions or otherwise, and any and all documentations whatsoever with respect hereto: are confidential and shall be deemed and considered confidential to and by ExP and ARTIST with respect to any and all and any and all agents, entities, parties, assigns, associates, employees, contractors, contractees, directors, advisors, bankers, affiliates, subsidiaries, and/or any and all other entity(ies), party(ies), assign(s), associate(s) person(s) and/or personnel what/whomsoever thereof; and shall be held and otherwise kept in absolute confidentiality from any and all other persons, parties and/or entities what/whomsoever not a signatory hereto, except as prescribed by law; and neither party hereof shall use, or attempt to use, any other party and/or any and all associates and/or assigns thereof, with respect to reference(s) of any form and/or nature whatsoever; and - - - b: - - - That any and all such said disclosure(s) shall then and there constitute BREACH(ES) hereof and shall then and there empower LABEL to act as LABEL shall deem fit, necessary, appropriate and/or required with respect to protecting the interests of any and all other non-breaching parties hereto: which may specifically include, but not be limited to, making this agreement null and void in whole or in part, withholding any and all monies that would otherwise be due breaching party(ies) until any and all damages, monetary or otherwise, are accessed and restituted in full to injured non-breaching parties hereof. - - - c: - - - With respect to section b:, above, any and all entity(ies) and/or party(ies) thereof, whether real, virtual or legal entity(ies) and/or party(ies), shall be construed and considered the dominion and domain of said PARTY(ies) hereof who shall have provided INFORMATION(s) with respect to contact therewith for any and/or all intents and purposes whatsoever of this agreement; and - - - d: - - - Any and all rights, duties, privileges, obligations, and/or covenants of said PARTY(ies) whatsoever hereof may not be sold, assigned or otherwise transferred, by any other PARTY(ies) hereof and/or REPRESENTATIVE(s) thereof without specific written permission authorized by said PARTY(ies). 15. - - - It is hereby jointly and severally agreed by any and all PARTY(ies) hereof, that: with respect to any and all said INFORMATION(s) with respect hereto shall be deemed and considered confidential to and by any and all PARTY(ies) hereof and any and all agents, assigns, associates, employees, contractors, contractees, directors, advisors, bankers, affiliates, subsidiaries, and/or any and all other entity(ies), party(ies), person(s) and/or personnel what/whomsoever thereof: hereinafter jointly and severally known as: REPRESENTATIVE(s); and shall be kept in absolute confidentiality by any and all PARTY(ies) hereof under penalty(ies) as prescribed herein and/or as relevant statute(s) may determine from any and all said other entity(ies), party(ies), person(s) and/or personnel what/whomsoever, except legal counsel and/or tax advisor, specifically but not limited to: any and all said REPRESENTATIVE(s) thereof who do not have a/the need to know such said INFORMATION(s) with respect to the performance of their respective jobs and/or duties with respect hereto, and any and all competitors whatsoever with respect to any and all endeavors whatsoever of said PARTY(ies) hereof; and - - - a: - - - Each and every individual PARTY hereof shall be the sole and exclusive party of responsibility and/or liability for and with respect to any and all actions with respect to any and all their said REPRESENTATIVE(s) what/whomsoever with respect hereto which are not in accordance with this agreement, and shall full advise each and every said representative thereof, before delivering access to said INFORMATION(s) , of the obligations of and under agreement, and require each and every said representative to maintain those obligations, specifically but not limited to the provision that: said INFORMATION(s) may only be used for the purposes specified herein; and - - - b: - - - Said obligation not to disclose said INFORMATION(s) hereof shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against any individual PARTY hereof, nor by the rejection of any agreement between said PARTY(ies) hereof by (a) Trustee(s) of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession, or the equivalent of any of the foregoing under local law; however - - - c: - - - In the event any PARTY(ies) and/or said REPRESENTATIVE(s) thereof are either requested or required by law or legal process to disclose any of the said INFORMATION(s) whatsoever hereunder, the PARTY(ies) required to disclose such INFORMATION(s) shall provide all other PARTY(ies) of signature hereto with prompt oral and written notice before making any such said disclosure(s) and immediately provide said all other PARTY(ies) of signature hereto (a) complete copy(ies) and/or accounting of any and all said INFORMATION(s) provided, specifically including but not limited to the identity of any and all person(s), party(ies), and/or authority(ies) and jurisdiction(s) thereof requiring said disclosure(s); and - - - d: - - - Any and all violation(s) whatsoever hereof, by any PARTY and/or said REPRESENTATIVE(s) thereof, shall then and there constitute breach of this agreement; however - - - e: - - - Breach hereof by any PARTY(ies) and/or their REPRESENTATIVE(s) hereof shall neither reduce, dissolve nor make null and void this agreement, either in whole or in part, between any of the other PARTY(ies) hereto; and - - - f: - - - In the event of such breach and/or threatened, intended, inferred and/or implied breach of this agreement by any and/or all PARTY(ies) and/or their REPRESENTATIVE(s) hereof: in addition to any other rights and/or remedies available to said other PARTY(ies) and/or their REPRESENTATIVE(s) at law or in equity, said other PARTY(ies) and/or their REPRESENTATIVE(s) shall be entitled to preliminary and/or final injunctions, enjoining and/or restraining such breach and/or threatened, intended, inferred and/or implied breach. 16. - - - It is hereby jointly and severally agreed by any and all PARTY(ies) hereof, that: any and all INFORMATION(s) whatsoever disclosed, exposed, revealed, received and/or transferred hereunder between any and all PARTY(ies) what/whomsoever hereof and/or their said respective REPRESENTATIVE(s) who do have a/the need to know such said INFORMATION(s) with respect to the performance of their respective jobs and/or duties, shall be kept, considered and construed by any and all such said entity(ies) and/or party(ies) as: - - - a: - - - Confidential INFORMATION(s) are not to, and shall not, be disclosed and/or exposed to compromise to any other entity(ies) what/whomsoever under any conditions and/or circumstance(s) whatsoever except only as specified herein; and - - - b: - - - Informations being for the sole and exclusive use of said PARTY(ies) hereof and/or said REPRESENTATIVE(s) thereof; and - - - c: - - - Informations being available for use only with respect to those relevant transactions as set forth with respect to the business functions, obligations and/or operations with respect hereto and/or as is the business of said using PARTY(ies); and - - - d: - - - Informations that shall not be disclosed, exposed, revealed, received and/or transferred to any other entity(ies) and/or party(ies) what/whomsoever without prior written approval of the initial providing party(ies), which may or may not require due compensation therefor. 17. - - - It is hereby jointly and severally agreed by any and all PARTY(ies) hereof, that: any and all INFORMATION(s) whatsoever disclosed, exposed, revealed, received and/or transferred hereunder between any and all PARTY(ies) what/whomsoever hereof and/or their respective said REPRESENTATIVE(s) who do have a/the need to know such said INFORMATION(s) with respect to the performance of their respective jobs and/or duties, shall be kept in a safe and secure place and/or facility with adequate and appropriate safeguards to insure unauthorized entity(ies) what/whomsoever do not have access whatsoever to and/or any disclosure whatsoever of and/or compromise whatsoever to said INFORMATION(s) ; and any and all said access(es) thereto shall be strictly controlled with the primary intent of maintaining said INFORMATION(s) as confidential as possible; however - - - a: - - - Any and all restrictions specified in this, and/or any other agreement with respect hereto, shall not apply to any said INFORMATION(s) after said INFORMATION(s) have become generally available and/or known to the public without breach of this agreement; and/or - - - b: - - - Any and all restrictions specified in this, and/or any other agreement with respect hereto, shall not apply to any said INFORMATION(s) which said INFORMATION(s) were at the time of disclosure was/is already known by any said recipient being free of said restrictions as imposed hereunder, providing said recipient does have and shall provide evidences and/or documentations being in said recipient's possession with respect to said INFORMATION(s) , whether in whole or in part; and/or - - - c: - - - Any and all restrictions specified in this, and/or any other agreement with respect hereto, shall not apply to any said INFORMATION(s) which said INFORMATION(s) was/is documented as being independently developed by said recipient without and prior to any reference(s) whatsoever to said INFORMATION(s) hereof. 18. - - - It is hereby jointly and severally agreed by any and all PARTY(ies) hereof, that: with respect to any and all said INFORMATION(s) that shall, or may be, exchanged and/or disclosed hereunder shall be and remain the sole and exclusive property, dominion and domain of the disclosing PARTY(ies); and - - - a: - - - There shall be neither license, trademark, patent, copyright, mask work protection right, nor any other intellectual property right, either granted, inferred, nor implied, nor inferred nor implied to be granted, with respect to either the conveyance and/or disclosure of any and/or all said INFORMATION(s) whatsoever exchanged and/or disclosed hereunder; and - - - b: - - - There shall be neither any consideration nor assumption that any and/or all exchanges and/or disclosures of said INFORMATION(s) whatsoever hereof shall either be or constitute any representation, warrant, assurance, guarantee, inducement and/or endorsement of any kind, whether written or oral, statutory, express, implied, or any other nature whatsoever, nor of merchantability or of fitness for a particular purpose, by and/or between any and all PARTY(ies) hereof what/whomsoever; and - - - c: - - - With respect to any and all said INFORMATION(s) whatsoever with respect hereto any and/or all exchanges and/or disclosures of said INFORMATION(s) whatsoever hereof shall neither be nor constitute any representation, warrant, assurance, guarantee, inducement and/or endorsement of any kind, whether written or oral, statutory, express, implied, or any other nature whatsoever, specifically but not limited to: the infringement of trademarks, patents, copyrights, mask work protection rights, nor any other intellectual property rights, or any other rights whatsoever of third entity(ies) and/or party(ies) what/whomsoever; and - - - d: - - - Immediately upon consideration of and prior to sale of and/or merger of said business(es) of any said PARTY(ies) hereof and/or said REPRESENTATIVE(s) thereof, to and/or with any other third entity(ies) and/or party(ies) what/whomsoever, said PARTY(ies) and/or said REPRESENTATIVE(s) thereof shall not retain copies, notes or abstracts thereof, and shall immediately return any and all INFORMATION(s) whatsoever exchanged and/or disclosed hereunder including any and all copies, documentations, notes, diagrams, computer memory media and other materials containing any portion of said INFORMATION(s) , or confirm to any and all other PARTY(ies) hereof the destruction of any and all said INFORMATION(s) , in writing and signatured by the authorized Party of Signature hereto. |
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| 19. - - - Any and/or all PARTY(ies) hereof do hereby jointly and severally irrevocably agree and mutually guarantee each other, that: neither said PARTY(ies) nor any and all other said REPRESENTATIVE(s) thereof as specified herein: shall in any manner directly and/or indirectly intervene, or attempt to intervene; directly and/or indirectly interfere with, or attempt to interfere with; directly and/or indirectly obviate, or attempt to obviate; directly and/or indirectly solicit, or attempt to solicit; directly and/or indirectly circumvent, or attempt to circumvent; avoid; bypass; any and/or all other said PARTY'S(ies') hereto and/or said representative's(s') thereof interest(s) and/or any and all contracted and/or uncontracted relationship(s) thereof whatsoever, nor accept any business from, nor engage in any transaction whatsoever with: any and/or all said sources and or affiliates of and/or with respect to said PARTY(ies) as specified in Paragraph 1., above, and which were made available through provision(s), intent(s) and/or purpose(s) of this agreement, without express written permission of said PARTY(ies) who provided said contact information and/or made said sources available, specifically but not limited to: any and/or all such said entity(ies) and/or party(ies) as specified in Paragraph 1., above, whether considered (a) REPRESENTATIVE(s) hereof or not: with the sole and exclusive exception with respect to due diligence as specified in Paragraph 20., herebelow; and - - - a: - - - Any and all individual sources of and/or with respect to said PARTY(ies) as specified as specified in Paragraph 1., above, of each and every PARTY(ies) hereto are and shall be considered proprietary to said holding and/or providing PARTY(ies), and where initial introduction(s) to such said sources of and/or with respect to said PARTY(ies) as specified in Paragraph 1., above, and/or contacts therewith shall or will be made and/or involved: no PARTY(ies) hereof may circumvent any other PARTY(ies) in any manner, specifically but not limited to: any and all transactions with said sources and/or contacts introduced by any of said PARTY(ies) hereof to any other said PARTY(ies) hereof, which are either contemplated and/or consummated within the entire term and duration of this agreement; and - - - b: - - - In any event of any such said circumvention, either directly or indirectly, by any PARTY(ies) hereof and/or any and all other said REPRESENTATIVE(s) and/or associates what/whomsoever thereof, directly or indirectly, the circumvented PARTY(ies) shall be entitled to full and legal monetary compensation equal to the maximum fee, service and profit of and/or from the total value of the actual transaction said circumvented PARTY(ies) should have realized from such (a) said transaction(s) plus any and all costs and/or expenses whatsoever incurred thereby, specifically but not limited to: any and all attorney's fees and/or relevant court costs and/or expenses incurred to enforce this provision; from said circumventing PARTY(ies) and being due and payable upon demand therefor; and - - - c: - - - With respect to contacting any given and/or other third and/or subsequent entity(ies) and/or party(ies) what/whomsoever with respect hereto: - - - - - - 1: - - - Said PARTY(ies) hereof and/or any and all said REPRESENTATIVE(s) thereof wishing to make contact with any other third and/or subsequent entity(ies) and/or party(ies) with respect hereto and/or provided hereunder, shall, and prior to making such said contact(s) with said entity(ies) and/or party(ies), must contact and inform said PARTY(ies) who provided said contact information with respect thereto; and fully inform said PARTY(ies) as to the nature of such said intended contact and/or negotiation(s); whereupon - - - - - - 2: - - - Said PARTY(ies) who provided said contact information shall establish an introduction and/or meeting with third and/or subsequent entity(ies) and/or party(ies) and/or any other entity(ies) and/or party(ies) involved and/or connected thereto, being necessary and/or required with respect to the intents and/or purposes of this agreement; however - - - - - - 3: - - - Said contacting PARTY(ies) shall deliver to said PARTY(ies) who provided said contact information (a) copy(ies) of any and all communications, proposals, contracts and/or transactions whatsoever with respect hereto as expediently as possible and/or feasible; and - - - d: - - - Shall not alter any initial Codes attached to this agreement nor any subsequent contractual, or other, agreement with respect hereto, that a/the result of any said alteration thereof would in any manner cause any monetary, or other, harm to any other said PARTY(ies) hereof; and - - - e: - - - That each and every nonbreaching PARTY(ies) hereof and/or REPRESENTATIVE(s) thereof shall be entitled to the full agreed earning(s) with respect to each and every transaction consummated hereunder. 20. - - - It is hereby jointly and severally agreed by any and all PARTY(ies) hereof, that: with respect to any and all said due diligence as provided in Paragraph 19., above: - - - a: - - - Any and all communications with respect to any and all said due diligence shall be required in writing via logs and/or notes of whatsoever nature as necessary and/or required with respect to accomplishing the following; and - - - b: - - - Any and all communications with respect to any and all said due diligence logs and/or notes of whatsoever nature shall be identified as such on each and every document thereof; and - - - c: - - - Any and all other nondisclosure agreements between any and all PARTY(ies) hereof and any other entity(ies) and/or party(ies) what/whomsoever notwithstanding, not less than ONE (1) copy of said due diligence facsimiles, letters, logs and/or notes of whatsoever nature shall be provided in their entirety and without any deletions whatsoever to each and every PARTY(ies) mentioned therein; said disclosure of said information thereof shall not be deemed as permission or license to violate and/or otherwise breach any other provisions in and of this agreement; however - - - d: - - - Should there be any false, inaccurate, defamatory, malicious, questionable, accusatory and/or other information with respect to any and/or all said PARTY(ies) hereof discovered by and/or with respect to said due diligence: said PARTY(ies) hereof shall have, hold and retain the right to answer and/or otherwise explain any and all such said discrepancy(ies) and to pursue any and all deliberate attempts against their good name(s) and/or reputation(s) howsoever said PARTY(ies) may deem necessary and/or appropriate without any and/or all such said action(s) being either a violation or breach of this agreement. |
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| 21. - - - It is hereby jointly and severally agreed by any and all PARTY(ies) hereof, that: and other than as the previous and already established businesses being both client and cause for entering into this agreement of and/or by said PARTY(ies), said PARTY(ies) either jointly or severally shall not: - - - a: - - - Either directly and/or indirectly compete any where in the world either in, and/or enter into the business of, any other said PARTY(ies), and/or PARTY'S(ies'), clientele, agents, successors and/or assigns during the entire term and duration of this agreement other than said previous and already established businesses; for a period of five (5) years following termination of this agreement and/or for a period of five (5) years following termination of any other agreement entered into as result of this agreement, and notwithstanding the cause or reason for termination; and - - - b: - - - Not to use any INFORMATION(s) exchanged and/or disclosed hereunder as a basis upon which to develop or have any other third party develop a competing or similar service, business and/or product; and - - - c: - - - Not to use any facts and/or INFORMATION(s) whatsoever disclosed, exposed, revealed, received and/or transferred hereunder about any business or operation with respect hereto, nor any premises or property(ies), intellectual or otherwise, of any third and/or subsequent entity(ies) and/or party(ies) with respect hereto, specifically but not limited to: any and all information and/or business, or other, records about said business(es) shall not be used for competitive use in any business operations whatsoever by said PARTY(ies) and/or said REPRESENTATIVE(s) thereof in present or in future; and - - - d: - - - The term "compete" as used herein shall mean, and other than as the previous and already established businesses being both client and cause for entering into this agreement, said PARTY(ies) shall neither own, manage, operate, support, endow, finance, consult, nor be contracted and/or otherwise employed in and/or with any business substantially similar to, or competitive with, the present businesses of any other said PARTY hereof, and/or their clientele, agents, successors and/or assigns and/or such other business activity in which said PARTY(ies) and/or their clientele, agents, successors and/or assigns may substantially engaged during the term of agreement. |
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| 22. - - - ExP and ARTIST do hereby jointly and severally acknowledge and agree, that: other than as the previous and already established businesses, endeavors and/or ventures of any and/or all said PARTY(ies) hereof as specified hereabove performing their respective operations, functions and/or endeavors with respect thereto in association and/or communications with said clientele; ExP, ARTIST and/or any and all said other REPRESENTATIVE(s) what/whomsoever thereof shall neither interfere nor to knowingly permit any other entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof directly and/or indirectly to interfere, directly and/or indirectly attempt to interfere, intervene, and/or, and/or directly and/or indirectly attempt to intervene: with any negotiation(s) and/or business function(s) whatsoever of and/or between any and all other entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever whether a PARTY and/or REPRESENTATIVE hereto or not, specifically but not limited to: any and all other ARTISTS, songwriters, authors, composers, lyricists, producers, labels and/or publishers contracted to and/or referenced with respect to LICENSER and/or LABEL, any and all Foreign and/or Domestic Processors and Manufacturers and/or support and/or service party(ies) and/or entity(ies); any and all Broadcasters and/or personnel whatsoever; Record Distribution Outlets whether primary, wholesale, retail, electronic, internet and/or clearance, including record clubs and/or any and all other such organizations and/or discount merchandisers; any and all Industry Trade Publications whatsoever; News Media, publicity and/or review columnists; Managers, Agents, Producers, Licensers, Music Buyers and/or Users whatsoever; and/or Domestic and/or Foreign monetary lenders, monetary investors, bankers, monetary sources and/or financial institutions; but specifically exempting Booking Agents and/or Venue Managers of any kind and/or value: without and/or prior to express written permission and direction of/by LICENSER and/or LABEL; and to so interfere shall then and there constitute breach hereof; and - - - a: - - - Shall neither directly and/or indirectly interfere in any manner whatsoever, any where in the world, with and/or in any negotiations and/or business operations, functions and/or endeavors of any other said PARTY(ies) and/or REPRESENTATIVE(s) thereof, and/or said PARTY(ies') and/or REPRESENTATIVE('s) thereof clientele, agents, successors and/or assigns, nor involve themselves without express written request and/or permission to so involve themselves with and/or in any negotiations and/or business operations, functions and/or endeavors of any other said PARTY(ies) and/or REPRESENTATIVE(s) thereof and/or said PARTY'S(ies') and/or representative's(s') thereof clientele, agents, successors and/or assigns, during the entire term and duration of this agreement other than with respect to and limited to said due diligence as specified in Paragraph 20., above; and - - - b: - - - Not to use any Informations exchanged and/or disclosed hereunder as a basis upon which to interfere or have a third party interfere with and/or in any negotiations and/or business operations, functions and/or endeavors of any other said PARTY(ies) and/or REPRESENTATIVE(s) thereof and/or said PARTY'S(ies') and/or representative's(s') thereof clientele, agents, successors and/or assigns; and - - - c: - - - Not to use any facts and/or INFORMATION(s) whatsoever disclosed, exposed, revealed, received and/or transferred hereunder about any business, operation, process and/or procedure with respect hereto, nor any premises or property(ies), intellectual or otherwise, of any third and/or subsequent entity(ies) and/or party(ies) with respect hereto, specifically but not limited to: any and all information and/or business, or other, records about said business(es) shall neither be used nor considered to be justification for interference with and/or in any negotiations and/or business operations, functions and/or endeavors of any other said PARTY(ies) and/or REPRESENTATIVE(s) thereof and/or said PARTY'S(ies') and/or representative's(s') thereof clientele, agents, successors and/or assigns thereof in present or in future; and - - - d: - - - The term "interfere" as used herein, other than with respect to and limited to said due diligence as specified in Paragraph20., above, shall mean, and said PARTY(ies) shall not, except by and/or upon express written request and/or permission by any and/or all said PARTY(ies) and/or REPRESENTATIVE(s) thereof to so involve themselves, make any contact(s) and/or any communication(s) whatsoever, instigate and/or incite any other and/or third party to make contact(s) and/or communication(s) whatsoever, covert and/or clandestine, with and/or in any negotiations and/or business operations, functions and/or endeavors of any other said PARTY(ies) and/or REPRESENTATIVE(s) thereof and/or said PARTY'S(ies') and/or representative's(s') thereof clientele, agents, successors and/or assigns during the term of agreement; AND - - - e: - - - Any and/or all said interference(s) thereof shall then and there constitute breach hereof and shall then and there empower LICENSER and/or LABEL to act as LICENSER and/or LABEL shall deem fit, necessary, appropriate and/or required with respect to protecting the interests of any and all other non-breaching parties hereto: which may specifically include, but not be limited to, making this agreement null and void in whole or in part, withholding any and all monies that would otherwise be due breaching party(ies) until any and all damages, monetary or otherwise, are accessed and restituted in full to injured non-breaching parties hereof. |
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| 23. - - - It is hereby jointly and severally agreed by any and all PARTY(ies) hereof, that: with respect any and all arbitration, litigation or other legal proceeding relating to this agreement that shall or might occur, whether breach, circumvention, disclosure, competition and/or other dispute whatsoever, that a mutually satisfactory remedy shall first be sought by communication between said PARTY(ies); and - - - a: - - - If said attempted communication fails, and/or the dispute is not or cannot be settled between said PARTY(ies), then said PARTY(ies) shall have the matter settled by binding arbitration in accordance with the rules of the American Arbitration Association, with hearings to take place in Albuquerque, Bernalillo County, New Mexico, and said proceedings shall be carried out in the English language; and - - - b: - - - The finding(s) and/or decision(s) rendered with respect to said arbitration may be entered as a judgement in any court of competent jurisdiction; and - - - c: - - - The prevailing party(ies) shall be entitled to recover from the other party(ies) any and all relief and/or judgment accorded by said arbitration, and in addition to any other relief awarded or granted thereby, shall be entitled to any and all costs and expenses incurred, including attorney's fees and/or any and all court, and/or other, costs and/or damages whatsoever incurred thereby; |
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| 24. - - - It is hereby jointly and severally agreed by any and all PARTY(ies) hereof, that: each person signing this agreement represents and warrants that the entity(ies) and/or party(ies) for which said signature shall embind, does have full authority to enter into this agreement and does have full authority to signature on behalf of and to so embind said entity(ies) and/or party(ies); and - - - a: - - - This agreement does hereby revoke, discharge and otherwise does supersede any and all prior understanding(s) and/or representation(s) whatsoever, specifically including but not limited to: any and all other warranties and/or similar agreements, written or oral, between said PARTY(ies) hereof concerning any and all subject matter whatsoever contained in and/or with respect to this agreement, except as specifically exempted herein; and - - - b: - - - This agreement may be modified only in writing that is duly executed by all said PARTY(ies) of signature hereof. - - - c: - - - Should any terms, clauses, covenants and/or provisions in and/or of this agreement shall be held by any court of competent jurisdiction to be invalid or unenforceable, any and all remaining terms, clauses, covenants and/or provisions shall remain in full force and effect without exception; and - - - d: - - - Any and all notices whatsoever required by this agreement, or given in connection with this agreement, shall be in writing and signatured by delivering party, and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services; and - - - e: - - - Any PARTY(ies') hereof failure to insist in any one or more instances upon strict performance by any other PARTY(ies) hereof with respect to any and/or all terms, clauses, covenants and/or provisions in and/or of this agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof; and - - - f: - - - Headings used in this agreement are provided for convenience only and shall not be used to construe meaning, intent and/or legal binding in any manner whatsoever; and - - - g: - - - Facsimile and/or email documents shall have the same force and effect as originals; and - - - h: - - - All PARTY'S(ies') hereof do hereby acknowledge that each other PARTY(ies) hereof does possesses other interests and/or is involved in/with other business ventures, and that this association is a nonexclusive association, and only relates to the commerce herein and/or hereafter as otherwise agreed to by said Parties of Signature hereto; and - - - i: - - - All PARTY'S(ies') hereof do hereby agree that they will not export, directly or indirectly, any technical data acquired hereunder, or any product with respect hereto utilizing any such said data, to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining such license or approval. |
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| 25. - - - ExP and ARTIST do hereby jointly and severally agree to indemnify and restitute-in-full LICENSER and/or LABEL and any and all other entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof, against any and all harm(s), blame(s), fault(s), defamation(s) and/or loss(es), monetary or otherwise, specifically, but not limited to: attorney's fee(s) and any and all cost(s) and/or expense(s) whatsoever with respect to any and all court cost(s) and/or litigation(s) whatsoever incurred by LICENSER and/or LABEL and/or any and all said entity(ies), party(ies), assign(s) and/or associate(s) thereof with respect hereto, and to pay any and all punitive cost(s) and/or damages whatsoever as determined by LICENSER and/or LABEL and any and all other entity(ies), party(ies), assign(s) and/or associate(s) thereof; that shall, or might, come upon same as (a) result(s) of any act(s), action(s) and/or conduct(s) whatsoever by either ExP and/or ARTIST and/or any and all other entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever associated therewith; and - - - a: - - - ExP and ARTIST do hereby jointly and severally acknowledge and agree that any and all entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof that shall in any manner whatsoever defame, or that shall in any manner whatsoever attempt to defame, any other entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever hereof shall then and there be in breach(es) of this agreement and shall then and there become, be and remain, liable to any and all injured party(ies) what/whomsoever as (a) result thereof under penalty(ies) as prescribed herein and/or as relevant statute(s) may determine; and - - - b: - - - That with respect to the entirety of this Paragraph and section a:, above, any and all such said conduct by ExP, ARTIST and/or any and all said entity(ies), party(ies), assign(s) and/or associate(s) thereof shall then and there constitute BREACH(ES) hereof; which shall then and there empower LICENSER and/or LABEL to act as LICENSER and/or LABEL shall deem fit, necessary, appropriate and/or required with respect to protecting the interests of any and all other non-breaching parties hereto: which may specifically include, but not be limited to, making this agreement null and void in whole or in part, withholding any and all monies that would otherwise be due breaching party(ies) until any and all damages, monetary or otherwise, are accessed and restituted in full to injured non-breaching parties hereof. - - - c: - - - Any and all PARTY(ies) and/or REPRESENTATIVE(s) thereof that shall commit, permit and/or otherwise cause any other party(ies) what/whomsoever under their charge to in any manner whatsoever to breach this agreement, in whole or in part, does hereby agree to indemnify and restitute-in-full immediately and upon demand therefor by any and/or all other nonbreaching PARTY(ies) hereof and/or any and/or all other entity(ies), party(ies), assign(s) and/or associate(s) what/whomsoever thereof against any and all harm(s), blame(s), fault(s), defamation(s) and/or loss(es), monetary or otherwise, incurred thereby, specifically, but not limited to: earnings and/or profits that would have otherwise been received and/or enjoyed had said breach(es) not occurred, attorney's fee(s) and any and all costs and/or expenses whatsoever with respect to any and all court costs and/or litigation(s) whatsoever incurred thereby and/or any and all said entity(ies), party(ies), assign(s) and/or associate(s) thereof with respect hereto, and to pay any and all punitive costs and/or damages whatsoever as determined by said nonbreaching PARTY(ies) hereof and any and all other entity(ies), party(ies), assign(s) and/or associate(s) thereof; that shall, or might, come upon same as (a) result(s) of any act(s), action(s) and/or conduct(s) whatsoever that shall constitute (a) said breach(es) hereof. |
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| 26. - - - ExP and ARTIST do hereby jointly and severally acknowledge and agree, that: the entertainment and/or recorded music industries are complex and change rapidly, and that sure and certain product release date(s) prior to availability of product and stable market conditions as determined by LICENSER and/or LABEL, sale(s) of products hereof, success(es) of endeavors hereunder, royalty(ies), earning(s), profit(s) gain(s) and/or return(s) therefrom, monetary or otherwise, are neither assured, inferred, implied, promised or guaranteed, and that any and all effort(s), endeavor(s) and/or investment(s) herein and/or with respect hereto, monetary or otherwise, herein are both non-refundable and/or subject to loss; and - - - a: - - - That, according to current industry information as of the Date of Signature hereof, only ONE (1) released RECORD out of EIGHT (8) released RECORD(s) actually sell any commercial copies or achieve any license(s) whatsoever for which LABEL shall receive payment; therefore, neither LABEL nor any entity(ies), party(ies), assign(s) and/or associate(s) thereof what/whomsoever, either gives or implies sure and certain sale(s) thereof nor monetary return(s) therefrom; and - - - b: - - - That, according to current industry information as of the Date of Signature hereof, any released RECORD(s) may or may not achieve any, nor sufficient, broadcast air play which is a known critical factor with respect to sale(s) of said released RECORD(s), and for which no sure and certain guarantee of broadcast air play, nor sufficient broadcast air play, of said released RECORD(s) can be given or implied; therefore, neither LABEL nor any entity(ies), party(ies), assign(s) and/or associate(s) thereof what/whomsoever, either gives or implies sure and certain sale(s) of products hereof, success(es) of endeavors hereunder, royalty(ies), earning(s), profit(s) gain(s) and/or return(s) therefrom, monetary or otherwise, therefrom; and - - - c: - - - That, according to current industry information as of the Date of Signature hereof, only ONE (1) Musical, or other, WORK out of FIVE THOUSAND (5,000) Musical, or other, WORK(s) actually achieve any license(s) whatsoever or earns any substantial monies and/or earns sufficient monies to equal and/or otherwise fully emburse said required investment therein; therefore, neither LABEL nor any entity(ies), party(ies), assign(s) and/or associate(s) thereof what/whomsoever, either gives, infers or implies sure and certain sale(s) of products hereof, success(es) of endeavors hereunder, royalty(ies), earning(s), profit(s) gain(s) and/or return(s) therefrom, monetary or otherwise, therefrom; and - - - d: - - - In any and all events and/or circumstances whatsoever hereof and hereunder: LICENSER shall have, hold, and retain the sole and exclusive dominion and/or domain and any and all power(s) and authority(ies) whatsoever, specifically but not limited to: any and all business functions and/or procedures, final decision(s) and/or determination(s) with respect to any and all nature(s) and/or matter(s) whatsoever; and - - - e: - - - In accordance with current and binding contractual agreement(s) between LICENSER and LABEL: which embind LICENSER, insofar as is financially and/or economically feasible, to act in the best interests of all party(ies) hereof: any and all decisions and/or determinations of LICENSER with respect thereto and/or hereto are and shall be final. |
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| 27. - - - ExP and LABEL do jointly and severally hereby agree, that: the party(ies) hereof signatured as 1st. Executive Producer, below, is the sole and exclusive party to whom LABEL and/or LICENSER shall reveal account hereof, any other information whatsoever with respect hereto, and/or any and all involve in any communications whatsoever with respect hereto; however - - - a: - - - In the event of incapacitation of ExP, ExP may submit a list in writing of not more than TWO (2) other person(s), party(ies) and/or entity(ies) either associated with and/or designated by ExP to whom such said information(s) with respect hereto and/or operations hereof shall be revealed by LABEL on behalf of ExP; and - - - b: - - - The decision of acceptance and/or rejection of such said designees of ExP shall be and remain the sole and exclusive dominion and domain of LABEL which said acceptance and/or rejection thereof may be changed at any time by LABEL; and until such said approval thereof by LABEL and for the entire term and duration of this agreement thereafter; and - - - c: - - - Any and all contact(s) whatsoever by any and all other party(ies), entity(s), assign(s) and/or associate(s) what/whomsoever associated with ExP to said LABEL, LICENSER and/or any and all other entity(ies), party(ies), assign(s) and/or associate(s) thereof, with respect to any and all such said contact(s) thereto: shall be billed to ExP at the rate of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) (USC) per hour or portion thereof, which shall not include any and all other additional cost(s) and/or expense(s) whatsoever incurred thereby, specifically, but not limited to: attorney's fee(s) and/or court(s) and/or litigation(s) cost(s) and expense(s): which ExP does hereby agree to then and there pay and deliver to LICENSER and/or LABEL upon demand therefor. |
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| 28. - - - Any and all PARTY(ies) and/or REPRESENTATIVE(S) what/whomsoever with respect hereto do hereby jointly and severally acknowledge and agree, that: the various Recorded Music Industries and their relevant party(ies) and/or colleague(s) Industries and/or Services are high risk ventures and investments; and as of signature hereof, the risks specified in Paragraph 26, above, are general statistics of and/or with respect to said Industries that to the best information and/or relevant market indicators available we do accept as true and prudent, and that it is with respect to said information with respect to said general statistics herebelow, and any and all definitions specified in Paragraph 29, below, that we do hereby venture and/or invest hereof, and with the understanding thereof that we do hereby venture and/or invest hereof, holding no other party(ies) liable for changes therein/of that may arise at any time this Agreement shall remain in effect; - - - a: - - - That, PUBLISHER is a member of either the American society of Composers, Authors and Publishers: hereinafter known as ASCAP; Broadcast Music, Incorporated: hereinafter known as BMI; or SESAC'; but neither LICENSER nor LABEL hereof are (a) member(s) of either the ASCAP; BMI; or SESAC; and PUBLISHER is not included in ASCAP's, BMI's or SESAC's respective "pay" or "pittance" Cliques with respect to Public Performance For Profit Licensing as evidenced by: - - - - - - 1. - - - PUBLISHER's many charted records, both foreign and domestic, with only broadcast promotion of said WORK(s) and ASCAP's, BMI's and/or SESAC's perpetual "no surveyed performances" of said WORK(s); and - - - - - - 2. - - - ASCAP's declared policy with respect to any and all communications between LICENSER, LABEL and/or PUBLISHER as specified in an appropriate EXHIBIT, attached hereto and/or presented in evidence in any court of competent jurisdiction, as/if requested: - - - - - - - - - d:/2./a: - - - To Wit: an absolute communications block by ASCAP refusing any and all communications from LICENSER, LABEL and/or PUBLISHER, an exclusive policy applying only to LICENSER, LABEL and/or PUBLISHER and not to any other Member(s) whatsoever, being then and there a violation of both the respective Membership Agreement and the spirit thereof; and - - - - - - 3. - - - The United States District Court, Southern District of New York's open and blatant collusion with ASCAP in and with respect to ASCAP's said policy of selective exclusion and/or boycott of and/or with respect to LICENSER, LABEL and/or PUBLISHER as evidenced by said Court's failure to enforce their own Court Orders against ASCAP, and said Court's failure to enforce any provisions whatsoever in favor of LICENSER, LABEL and/or PUBLISHER in and of said Membership Agreement between ASCAP and LICENSER, LABEL and/or PUBLISHER; whereof - - - - - - 4. - - - BMI and SESAC construe said Court's decisions with respect to ASCAP as law and precedent with respect to their respective refusal to consider LICENSER, LABEL and/or PUBLISHER on a fair and equal basis with any and/or all other Members thereof; therefore - - - b: - - - Payments to AUTHOR(s) and/or COMPOSER(s) hereof by ASCAP, BMI and/or SESAC with respect to said Public Performance(s) for Profit earnings with respect to said WORK(s) is neither inferred nor guaranteed by LICENSER nor LABEL nor PUBLISHER nor any other entity(ies) what/whomsoever associated therewith; and - - - c: - - - That neither LICENSER nor LABEL either manufacture or stock RECORD(s) in/to any wholesale and/or retail outlets whatsoever except upon receipt of acceptable, bonified and confirmed order(s) from known legitimate purchasers therefor; neither LICENSER nor LABEL shall be bound and/or otherwise obligated to either sell or commit to sell said RECORD(s) to any entity(ies) what/whomsoever that either LICENSER or LABEL shall deem to be credit risks, untrustworthy and/or inappropriate merchandising and/or licensing outlets; and - - - d: - - - That knowing and fully understanding the ramifications of said general statistics and provisions hereabove given, ExP, ARTIST and any and all Authors, Composers, Lyricists and/or Songwriters what/whomsoever and any and all PARTY(ies) and/or REPRESENTATIVE(s) what/whomsoever associated therewith do hereby acknowledge and agree that LABEL and/or LICENSER shall have any and all right(s), title(s), interest(s), permission(s) and/or power(s) authority(ies), dominion(s) and/or domain(s) whatsoever with respect to promotion and/or promotional use of said WORK(s) and/or RECORD(s) thereof, whether manufactured and/or any other form, format, and/or configuration whatsoever, electronic or otherwise; to deliver and otherwise expose said WORK(s) and/or RECORD(s) thereof as free goods and/or free use license with the understanding that such said free goods and/or free use license(s) are directed toward ARTIST and/or RECORD promotion and/or in-exchange-for-advertising thereof, and intending profit therefrom therefor; and - - - e: - - - That knowing and fully understanding the ramifications of said general statistics and provisions hereabove given, we nevertheless do hereby venture and/or invest hereof, accepting that neither sure nor certain sale(s) of products hereof, success(es) of endeavors hereunder, royalty(ies), earning(s), profit(s) gain(s) and/or return(s) therefrom, monetary or otherwise, are either inferred, guaranteed or implied by either LICENSER or LABEL nor any entity(ies), party(ies), assign(s) and/or associate(s) thereof what/whomsoever. |
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| 29. - - - It is hereby jointly and severally acknowledged and agreed by all parties hereof, that: with respect to any and all endeavors hereof and/or hereunder, the following Entertainment and Recorded Music Industry(ies) terms shall be construed as herebelow defined whether or not they appear or are used in this, or any other, instrument with respect hereto: - - - "Advance" - A prepayment of royalties. Excluding earned and due mechanical royalties, LABEL may recoup Advances from royalties, mechanicals or public performances, to be paid in accordance with terms pursuant to this Agreement. - - - "Album" - Any phonorecord containing a collection of Musical, or other, WORK(s). Audiovisual Phonorecords are not Albums. - - - "Anti-counterfeiting" - Codes and/or measures intended to prevent unauthorized manufacture and/or duplication and/or sales of product and/or identification of perpetrators of unauthorized manufacture and/or duplication of product. - - - "Audiophile" Phonorecords, units, etc. - Phonorecords, other than audiovisual Phonorecords, marketed in specially priced series by reason of their content, superior sound quality or other distinctive technical or artistic characteristics. - - - "Budget Record" - A phonorecord bearing a Wholesale Price less than the Wholesale Price of the Top Line Standard Phonorecords in the same configuration, released by LABEL or its licensees. - - - "Club Operation" - Any direct sales to consumers conducted by internet, telecommunications, mail-order or on any membership basis. Club Operation sales. - - - "Composition" - A musical, or other, work irrespective of length, including all spoken words and bridging passages and including a medley. - - - "Container Charge" - The applicable percentage of the Gross Royalty Base applicable to the Phonorecords concerned. - - - "Contract Period" - The initial period, or any option period, of the term hereabove specified. Such periods may be suspended or extended in other agreements entered into as (a) result(s) of this agreement. - - - "Contribution" - Any tangible or intangible portion regardless of the nature thereof. - - - "Controlled Composition" - A Composition wholly or partly written, owned or controlled by any Person who may a direct or indirect interest. Multiple Publisher agreements often define which Publisher shall act as "administrator", giving them authority to control the given composition or work. - - - "Counterfeiting", "Piracy" - The unauthorized manufacture, duplication and/or sales of product. - - - "Covered Video" - A motion picture containing your performances, audiovisual or otherwise, owned or controlled by LABEL. - - - "Delivery", when used with respect to Master Recordings means - The actual receipt by LABEL of fully mixed, edited, and equalized Master Recordings technically satisfactory to LABEL and ready for LABEL's manufacture of Phonorecords, all necessary licenses and applicable approvals and consents, and all materials required to be furnished to LABEL for use in the packaging and marketing of said Phonorecords. Normally, LABEL shall be deemed to have accepted Delivery of a Master Recording if LABEL has not objected in writing with the basis therefore within thirty (30) days following its receipt of such Master Recording and all other approvals, etceteras. Manufacture of Phonorecords by LABEL shall be deemed conclusive evidence of acceptance by and Delivery to LABEL. - - - "Demonstration Recording, also known as "demo" - The recording of performances or other sounds with a view to the eventual fixation of a Master Recording whether produced hereunder or received from outside, or other sources, for the purposes of displaying talents, abilities, ideas, and/or musical, or other. WORK(s) and/or materials for potential use with respect to said endeavors hereunder. - - - "Extended Play Record" - A phonorecord which contains two (2) or more WORK(s) per-playable side but does not constitute an Album. - - - "Inception of Recording" - The first recording of performances or other sounds with a view to the eventual fixation of a Master Recording. "Master Recordings from the Inception of Recording" include, without limitation, preliminary or alternate versions of sound recordings which are created during the production of Master Recordings made under this Agreement and which are commercially released by LABEL. - - - "Label" - The entity of the Record Company under whose license and liability a phonorecord is manufactured and/or sold; and for all purposes of this Agreement, any provision exempting LABEL shall also exempt the LICENSER. - - - "licensees" - Includes, without limitation, subsidiaries, wholly or partly owned, and other divisions of LABEL, and/or those entities with whom LABEL shall have agreement(s) for manufacture and/or uses of Musical, or other, WORK(s) hereunder. - - - "Major Record Company" - A phonorecord entity which distributes its own phonorecords directly to wholesalers and retailers, once known as "Master Distributors and now commonly known as "General licensers". Those companies, as of the date of this Agreement, are SONY, WEA (Warner Bros.), Bertlesmann (BMG), Capitol/EMI, Universal (UMG/UNI), Vandor/VMG, and Walt Disney Company. - - - "Master" - Every recording of sound, whether or not coupled with a visual image, by any process and/or method and/or with respect to use of any substance or material, whether now or hereafter known, which shall or may be used or useful with respect to recording, production and/or manufacture of Phonograph Records. - - - "Matrix" - Any device now or hereafter used, directly or indirectly, in the manufacture of Phonograph Records and which is derived from a Master Recording. - - - "Mechanical Royalties" - Royalties payable to any person and/or entity for the right to reproduce and distribute copyrighted musical compositions in the configuration of phonorecords other than audiovisual phonorecords. - - - "Multiple Record Set" - An Album containing two (2) or Phonorecords packaged as a single unit, or the equivalent. - - - "Net Sales" - Eighty-five percent (85%) of gross sales, less returns, credits, and reserves against anticipated returns and credits. - - - "Person" and/or "Party" - Any entity, individual, corporation, partnership, association or other organized group of persons or legal successors or representatives of the foregoing. - - - "Phonorecord" - Any device or process in/of any configuration whether now or hereafter known, serving to deliver musical, or other, performances as defined hereunder, being sold in manufactured units and/or per-copy basis. "Premium" or "Top Line" Standard Record - A phonorecord bearing the same Wholesale Price as the majority (or plurality) of the Standard Record releases (other than LABEL Masterwork(s) releases) in the same configuration. - - - "Prevailing Industry Suggested Retail List Price" - The average of those suggested retail list prices assigned to Phonorecords in the wholesale price category concerned by the major Record companies which publish suggested retail list prices. - - - "Promorecord/Promocopy(ies)" - Those copies of product intended for promotional uses such as radio broadcast copies, which are delivered to the recipient gratis and free of charge, and for which there are no royalties due to any party that would otherwise be paid mechanical earnings. - - - "Recording Cost(s)" - All amounts representing direct expense(s) paid or incurred with respect to the production of finished Master Recordings. Recording Cost(s) include, but are not limited to: travel, rehearsal equipment rental expense(s), advances to producers, studio and engineering charges, facilities and personnel, materials, mastering, and mixing, etceteras. - - - "Records" and "Phonograph Records" - All forms of reproductions, now or hereafter known, manufactured or distributed primarily for home use, school use, juke box use, or use in means of transportation, including Records of sound alone and audiovisual Records. - - - "Reissue Label" - A label used primarily for reissues of previously released Recordings. - - - "Royalty" - The amount specified as payment for services and/or uses with respect to said endeavors hereof and hereunder; in some instruments defined as "Gross Royalty Base", and applicable to the Phonograph Records concerned, less all taxes and less applicable Container Charge. The Royalty Base Price for Records sold through any Club Operation and/or Records sold through normal Retail Channels. - - - "Sales Through Normal Retail Channels" - Sales through existing commercial wholesale and/or retail outlets, and specifically exempting - - - "Side" - A Master Recording of a continuous performance of a particular arrangement or version of a work. - - - "Significant" - being a vital part without which a considerable lesser value would be determined by any prudent examination. - - - "Single" - Any phonorecord containing one (1) musical, or other, work per-playable side. Audiovisual Phonorecords are not Singles. - - - "Special Packaging Cost(s)" - Cost(s) incurred by LABEL with respect to creating and producing Album covers, sleeves, and other packaging elements primarily with respect to marketing and/or delivery. - - - "Standard" Phonorecords, units, etc. - Phonorecords other than Audiophile Phonorecords and audiovisual Phonorecords. - - - "Twelve-Inch Single" - A twelve-inch phonorecord or the equivalent in total-running-time which contains one (1) work. - - - "Wholesale Price" - That cost of a phonorecord distributed by a major record company charged to the respective outlet; a phonorecord's published price corresponding most closely in amount to a subdistributor price for a phonorecord in the same configuration published by LABEL. - - - "Wholesale Price Category" - That per-copy/unit price of a phonorecord distributed by LABEL, specifically, but not limited to: (A) that phonorecord; and/or (B) phonorecords in the same configuration sold by other major record companies whose wholesale prices for said phonorecords correspond most closely in amount to LABEL's published subdistributor price for the LABEL-distributed phonorecord concerned. 30. - - - With respect to Paragraph 4., above, and all other provisions whatsoever with respect to this Agreement; said Musical, or other, WORK(s) hereof and composition ownership shares thereof are: Selection 1: - - - - - - 100% - - - - - - Selection 2: - - - - - - 100% - - - - - - Selection 3: - - - - - - 100% - - - - - - Selection 4: - - - - - - 100% - - - - - - Selection 5: - - - - - - 100% - - - - - - Selection 6: - - - - - - 100% - - - - - - Selection 7: - - - - - - 100% - - - - - - Selection 8: - - - - - - 100% - - - - - - Selection 9: - - - - - - 100% - - - - - - Selection 10: - - - 100% - - - - - - |
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| 31. - - - This is the entire agreement, and any and all change(s) herein, addition(s) hereto, and/or deletion(s) herefrom, shall be writing, signatured by all parties hereof, and attached in permanent addendum hereto. NOW, THEREFORE, in testimony of our mutual resolve to abide by any and all provisions, terms, clauses, and covenants herein, and our respective authority(ies) to enter herein and so embind ourselves, we do jointly and severally set our hands: _________________________________________________ Date of Signature. _________________________________________________ EXECUTIVE PRODUCER (ExP) _________________________________________________ ARTIST. _________________________________________________ (For the LABEL) _________________________________________________ VANDOR MUSIC GROUP. ALBUM UPC CODE NUMBER = 76665 +++++++++ |