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STANDARD TERMS & CONDITIONS
1.1 Artist exclusively licenses to JamLoch all rights in and to the Recordings (and all associated artwork, videos and remixes) throughout the Territory for the duration of the Rights Period including without limitation the right to sell and exploit the same through any and all media and the right to grant and license such rights to others.
1.2 Notwithstanding the limited duration of the rights granted to JamLoch hereunder, any so-called “master licences” (including but not limited to synchronisation, compilation and sample licences) granted by JamLoch to third parties during the Rights Period may be granted for longer than just the Rights Period including in perpetuity.
1.3 If the Territory is less than the entire world and universe, then notwithstanding the limited territory of the rights granted to JamLoch hereunder, any so-called “master licences” (including but not limited to synchronisation, compilation and sample licences) granted by JamLoch to third parties which arise in the Territory may be granted for a territory wider than the Territory (including on a worldwide basis) and all income generated will be receivable by JamLoch hereunder.2.Rights Period
2.1 Following expiry of the Rights Period, JamLoch shall have a six (6) month non-exclusive sell-off period with respect to stock of physical records manufactured prior to such expiry and shall have a reasonable period in which to use reasonable endeavours to effect take-down of digital availability of the Recordings.
2.2 If JamLoch has an option to extend the Rights Period then such option shall be exercisable at any time during the Rights Period SAVE THAT if, by the date the Rights Period would otherwise expire, JamLoch has not notified the Artist in writing that it is not exercising such option then a so-called “option warning” procedure will apply so that the Rights Period shall automatically continue and JamLoch may still exercise such option until fourteen (14) days after receipt of written notice from the Artist requesting JamLoch to make a decision regarding such option.3. Royalties
3.1 “Net Receipts” shall mean gross income received by JamLoch (excluding advances but including credits against advances) which is directly and identifiably attributable to the exploitation of the Recordings (excluding the “label share” of PPL and similar) after the deduction of all arm’s length bona fide costs incurred by JamLoch in connection with the Recordings including without limitation manufacturing costs, distribution costs, music publishing costs, promotional costs and professional costs.
3.2 The Artist shall be entitled to receive and retain the so-called “artist share” of PPL and similar neighbouring rights whilst JamLoch shall be entitled to receive and retain the so-called “label share” of PPL and similar neighbouring rights which is generated within the Territory during the Rights Period.
3.3 The Artist shall be solely responsible for any and all sample, performer, musician, producer and/or mixer payments. If JamLoch agrees (in its sole discretion; with the Artist’s approval or at the Artist’s request) to make any such payments then (a) the same shall be deemed advances recoupable from the Artist’s share of Net Receipts or, at JamLoch’s election, a personal debt; and (b) if JamLoch agrees to account directly to any third party contributor then (i) any such payment direction shall be an accommodation to the Artist only and in no event shall any third party contributor have any rights under this agreement and/or against JamLoch directly; and (ii) any failure to comply with the aforesaid payment direction shall not be a breach hereof.
3.4 If the Artist requests a portion of the Artist’s share of Net Receipts be paid directly to a third party and JamLoch (in its sole discretion) agrees to do the same, then the Artist acknowledges that (a) such payment direction is an accommodation to the Artist only and in no event shall the relevant third party have any rights under this agreement and/or against JamLoch directly; and (b) any failure to comply with such payment direction shall not be a breach hereof.4. Advances
4.1 All advances payable hereunder shall, unless expressed to the contrary hereunder, be non-returnable (save in the event of fraud or misrepresentation) but fully recoupable against the Artist’s share of Net Receipts. One account shall be maintained by JamLoch in respect of all the Recordings on a fully cross-collateralised basis.
4.2 If an advance is payable in respect of the Initial Recording then such advance shall be payable fifty percent (50%) on full execution of this agreement and fifty percent (50)% upon delivery to and acceptance by JamLoch of the Initial Recording and all assets necessary for a proper commercial release.
4.3 If an advance is payable in respect of any Option Recording then such advance shall be payable fifty percent (50%) upon exercise of the relevant option and fifty percent (50%) upon delivery to and acceptance by JamLoch of the relevant Option Recording and all assets necessary for a proper commercial release.
4.4 Where advances in respect of an Option Recording is expressed as being calculated based on the Artist’s share of Net Receipts generated by the previous Commitment Recording (as opposed to the Artist’s share of all Net Receipts generated) then a good faith calculation shall be made taking into account solely the gross income generated by the relevant Commitment Recording and only a good faith pro-rata share of costs as are attributable to such Commitment Recording.5. Recordings
5.1 Each recording to be delivered in respect of the initial commitment (i.e. the initial single or EP set out in the Deal Terms) shall be referred to as an “Initial Recording”. JamLoch shall have the number of options set out in the Deal Terms – each option being for the number of singles or EPs as set out in the Deal Terms. Each recording to be delivered in respect of an option shall be referred to as an “Option Recording”. Each Initial Recording and each Option Recording for which JamLoch exercises its option shall be referred to as “Commitment Recordings”, each a “Commitment Recording”. The Commitment Recordings and any other recordings delivered by Artist to JamLoch hereunder shall be referred to as the “Recordings”, each a “Recording”. A “single” shall mean one (1) lead track or A-side with a reasonable number of remixes/versions/B-sides as JamLoch requests. An “EP” shall mean, unless otherwise approved by JamLoch in writing, between four (4) and six (6) tracks embodying different compositions with a total playing time of between twelve (12) and twenty (20) minutes.
5.2 Each option shall be exercisable by JamLoch at any time prior to the date three (3) months following release of the last of the preceding Commitment Recordings SAVE THAT if an option is not exercised by such date and JamLoch has not notified the Artist in writing that it is not exercising such option then a so-called “option warning” procedure will apply so that JamLoch may still exercise such option until fourteen (14) days after receipt of written notice from the Artist requesting JamLoch to make a decision regarding such option.
5.3 All Recordings shall be subject to JamLoch’s artistic and technical approval.
5.4 The compositions to be embodied on the Commitment Recordings will be mutually agreed.
5.5 All Commitment Recordings must (unless otherwise approved by JamLoch in writing) (a) embody new and previously unreleased compositions (unless agreed to the contrary by JamLoch in writing on a case by case basis); (b) embody new studio performances by the Artist; (c) not be solely or substantially JamLoch, acoustic or a cappella; and (d) be artistically commensurate with previous commercially released recordings by the Artist.
5.6 All recording costs will be the Artist’s sole responsibility. If JamLoch agrees (in its sole discretion; with Artist’s approval or at Artist’s request) to make any such payments then the same shall be deemed advances recoupable from the Artist’s share of Net Receipts or, at JamLochs election, a personal debt.
5.7 JamLoch may provide a reasonable budget to promote the Commitment Recordings. How and the extent to which any such budget is spent will be mutually agreed in good faith (JamLoch to have final say). Actual spend will be treated as a cost to be deducted from gross income when calculating Net Receipts.
5.8 The Artist warrants that the Artist has binding and legally enforceable agreements in place with each and every third party who has contributed to a Recording (including without limitation each performer, musician, producer and/or mixer and any sample owner) providing the Artist with all rights necessary to allow the Artist to fulfil its obligations to JamLoch hereunder and grant all rights purported to be granted to JamLoch hereunder without JamLoch being required to make payment or reference to such third parties in any way save as expressly set out herein.
5.9 Where the Deal Terms provide JamLoch, during a particular period, with a “first right of negotiation” and/or a “last matching right” in respect of the Artist’s exclusive recording services, the following shall apply.
5.9.1 If JamLoch have a “first right of negotiation” then, during the particular period, should the Artist wish to enter into an exclusive recording agreement with a third party (or should a third party approach the Artist with respect to the Artist entering into such an agreement) then the Artist shall notify JamLoch and, for a period of not less than thirty (30) days, negotiate exclusively with JamLoch in good faith with respect to the Artist entering into such an agreement with JamLoch.
5.9.2 If JamLoch have a “last matching right” then, during the particular period, should any third party offer the Artist an exclusive recording agreement then the Artist shall notify JamLoch and, for a period of not less than thirty (30) days, JamLoch shall have the right to match the material headline terms of such offer and require the Artist to enter into an agreement with JamLoch on such material headline terms (the rest of such agreement to be negotiated in good faith). JamLoch shall not be required to match any terms which require the personal services of any individual.6. Videos, Artwork, Remixes & Promo
6.1 If requested, the Artist will be available for making videos, artwork, press materials, remixes and undertaking promotional activities (subject to the Artist’s prior professional commitments).
6.2 In respect of promotional activities, JamLoch will cover the Artist’s pre-approved bona fide expenses which shall be treated as costs to be deducted from gross income when calculating Net Receipts.
6.3 All video, artwork and remix costs incurred by JamLoch shall be deemed recoupable advances against Artist’s share of Net Receipts.
6.4 If Artist creates videos, remixes or artwork in respect of the Recordings then they shall automatically be exclusively licensed hereunder to JamLoch throughout the Territory for the Rights Period.7. Website & Social Media
7.1 The Artist agrees to remain active and visible on social media throughout the release campaigns for the Commitment Recordings and to keep the Artist’s website up to date and current. All social media activity will be professional and will not be detrimental to the Artist, JamLoch or the Recordings.8. Release Commitment
8.1 JamLoch shall release or procure the release of each Commitment Recording in the UK within 6 months of delivery and acceptance thereof and all assets necessary for a proper commercial release. If JamLoch fails to do so then (subject to a 90 day notice and cure period) the Artist shall be entitled to terminate the Rights Period solely with respect to the relevant unreleased Commitment Recording PROVIDED THAT such termination shall be the Artist’s only remedy for such failure.9. Accounting & Audit
9.1 JamLoch shall account to the Artist within ninety (90) days of 30 June and 31 December in each year. The Artist may at the Artist’s sole cost audit the books of account of JamLoch as they directly relate to the Recordings on reasonable notice no more than once every twelve (12) months and no more than once in respect of any given statement. All statements shall be deemed accepted and binding if no notice of audit is received within three (3) years of the date of such statement. No proceedings may be brought against JamLoch following the date four (4) years after the date of the relevant statement. JamLoch shall be entitled to maintain reasonable reserves against anticipated returns of physical records or anticipated future costs provided that such reserves are liquidated evenly over two (2) accounting periods. Any calculation of Net Receipts payable to the Artist will be subject to any withholding tax and foreign exchange tax regulations and laws.10. Approvals
10.1 During the Rights Period, JamLoch shall seek the Artist’s approval in respect of the following:
10.1.1 Artwork (to the extent not delivered by Artist).
10.1.2 The creative aspects and budget for videos (to the extent not delivered by Artist).
10.1.3 Synchronisation licences.
10.1.4 Re-mixes or any other material creative alterations to Recordings.
10.1.5 Licensing of excerpts from Recordings as so-called “samples”.
10.2 The Artist shall not unreasonably withhold or delay any approval and the Artist’s approval shall be deemed given in the event that JamLoch has not received written notice of approval or disapproval (with valid reasons) within five (5) working days of JamLoch’s request for the same. Any inadvertent or non-repetitive failure to seek approval shall not be deemed a breach hereof. The Artist’s approval shall not be required if JamLoch is effectively precluded from complying with its obligation to seek such approval by reason of so-called “blanket” or “industry” agreements.11. Warranties & Indemnity
11.1 The Artist warrants that:
11.1.1 Artist is the exclusive owner of the Recordings and has the right to enter into this agreement and grant the rights herein granted to JamLoch;
11.1.2 other than in respect of mechanicals royalties, the Artist shall be responsible for any and all third party payments arising as a consequence of the exploitation of the Recordings hereunder (including without limitation any and all sample, performer, musician, producer and/or mixer payments) and any payments incurred in respect of artwork supplied by the Artist;
11.1.3 to the best of the Artist’s knowledge neither the Recordings nor the compositions embodied thereon contain any un cleared samples, are criminally obscene, are defamatory or infringe the rights of third parties;
11.1.4 the Artist hereby grants to JamLoch (or shall procure the grant of) all necessary performers consents and shall procure the waiver of moral rights in the Recordings and the compositions embodied thereon;
11.1.5 JamLoch shall be able to obtain mechanical licences for all compositions embodied on Recordings and be able to exploit the same on standard statutory/industry terms (but no greater than 75% statutory/industry rate in USA and Canada and subject to a cap of 10x per album, 4x per EP and 2x per single) pursuant to the terms of this agreement throughout the Territory for the Rights Period including on a free of charge basis in respect of synchronisation licences for promotional and video usage (and the Artist shall procure that any co-writers of the composition embodied on the Recordings shall comply with this clause);
11.1.6 JamLoch shall have the right to use the Artist’s (and any other contributor’s) name (including any professional name(s)), approved likenesses and approved biographies in connection with the production, packaging, promotion and exploitation of the Recordings and in promotion of JamLoch generally;
11.1.7 the Artist shall not re-record (and shall procure that any featured artist and/or producer shall not re-record) any of the compositions embodied upon the Recordings during the Rights Period; and
11.1.8 the Artist shall not, during the Restricted Period release any previously unreleased studio recordings by the Artist anywhere in the Territory (and the Artist acknowledges that JamLoch shall be free to pursue injunctive relief to prevent the Artist breaching such restriction). The “Restricted Period” shall mean a period commencing upon the date hereof and expiring six (6) months following release of the last Recording by JamLoch.
11.2 The Artist hereby indemnifies JamLoch against any claims, losses, costs and/or damages suffered or incurred by reason of any breach or claimed breach of the warranties made by the Artist herein provided always that no sums shall be payable pursuant to this indemnity unless pursuant to the adjudication of a court of competent jurisdiction or otherwise settled with the Artist’s approval (not to be unreasonably withheld or delayed) or on the advice of Queen’s Counsel.12. General
12.1 No waiver of any term or condition of this agreement shall be deemed a waiver of any other term or condition of this agreement. JamLoch shall be entitled to license or assign this agreement and the rights granted hereunder as JamLoch sees fit. The Artist may not license or assign this agreement without JamLoch’s prior written approval. This agreement shall be governed by the laws of England and Wales and the English Courts shall be the courts of exclusive jurisdiction. This agreement is not intended to nor shall it create any rights, entitlements, claims or benefits enforceable by any person that is not a party hereto. Accordingly, no person shall derive any benefit or have any right entitlement or claim in relation to this heads by virtue of the Contracts (Rights of Third Parties) Act 1999. This agreement contains the entire understanding of the parties and supersedes in all respects any previous or other existing arrangements, agreements or understandings between the parties whether written or oral in relation to the subject matter hereof. No amendment to this agreement shall be effective unless signed by all parties in writing. The parties hereto shall keep the contents of this agreement (to the extent not in the public domain other than by breach of this clause) confidential and shall not disclose the provisions of this agreement to any third party save their professional advisors who are bound by a professional duty or confidence or as required by law or fiscal authority. All notices hereunder shall be sent by recorded post to the recipient party’s respective address as first set out above or subsequently communicated by notice given in conformity with this clause and shall be deemed served three (3) working days after posting. If any one or more of the provisions contained in this agreement shall be invalid, illegal or unenforceable at law in any respect the validity, legality and enforceability at law of the remaining provisions contained herein shall not in any way be affected or impaired thereby except to the extent that such remaining provisions with such provision or provisions so severed shall be invalid, illegal or unenforceable at law. No party shall be in breach of this agreement unless and until the other party has notified such party of the purported breach and such party has failed to remedy such breach within a period of sixty (60) days of receipt of said notice.