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Exclusive Recording Artist Agreement

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EXHIBIT 10.2


Exclusive Recording Artist Agreement
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This Agreement is made as of the __th day of January , 2003 by and between G2 COMPANIES, INC. (hereinafter "G2") and Neil Swanson and Justin Jones, both individually and jointly, and p/k/a "OneUp" (hereinafter "Artist").


1. ARTIST'S WARRANTIES AND REPRESENTATIONS


1.01 Artist represents and warrants that: (a) it is authorized, empowered and able to enter into and fully perform its obligations under this Agreement; (b) neither this Agreement nor the fulfillment there of by any party infringes upon the rights of any other person or entity; (c) it has not and will not do anything that impairs G2's rights under this Agreement, nor will it permit any other person or entity to do so; and (d) Artist is resident of the United States of America for income tax purposes.


1.02. Artist further represents and warrants that: (a) there now exist no prior recorded performances by Artists other than those listed on the attached Exhibit A; (b) that it owns all of the rights in and to the Masters listed in Exhibit A; (c) none of the Masters delivered to G2 by Artists, nor the performances embodied thereon, nor any other Materials, nor any use thereof by G2 or its grantees, licensees or assigns, will violate or infringe upon the rights of any third party. "Materials," as used by this Paragraph means all Controlled Compositions, each name used by Artists, any logo used by Artist, and all other musical, artistic, literary and other materials, ideas and other intellectual properties furnished by Artist or any other producers engaged by Artist and contained or used in connection with any Masters made hereunder, or the packaging, sale, advertising or other exploitation thereof. Notwithstanding the foregoing, the parties acknowledge that the recordings listed in Exhibit A are being acquired by G2 under this Agreement, and shall count toward Artist's Minimum Recording Commitment. In addition, the parties acknowledge that Artist has already begun recording its Minimum Recording Commitment for the Initial Period.


2. TERM AND RECORDING COMMITMENT


2.01 The Term of this Agreement shall be for an Initial Period commencing on the date hereof and expiring nine months thereafter.


2.02. Artist hereby grants G2 three (3) separate and irrevocable options to extend the Term of this Agreement for further periods (the "Option Periods"_ commencing immediately upon the expiration of the Initial Period and expiring nine months after delivery to G2 of the Minimum Recording Commitment for said Option Period. Each option shall be exercised when G2 sends a written notice to Artist that the option is being exercised at least sixty days prior to the commencement of the Option Period; provided that G2 shall have a right to cure any failure to send such a notice at any time up to ten days following receipt of a written notice from Artist that the deadline for exercising an option has passed.


2.03. During the Term of this Agreement (as the same may be extended) Artist agrees to produce and Artist shall deliver to G2 Masters comprising sound alone sufficient to comprise the following (the "Minimum Recording Commitment"):


(a) during the Initial Period- - one (1) Album (the "First Album")


(b) during the First Option Period- - one (1) Album (the "Second
Album")


(c) during the Second Option Period- - one (1) Album (the "Third
Album")


(d) during the Third Option Period- - one (1) Album (the "Fourth
Album")


2.04. Notwithstanding anything else herein to the contrary:


(a) Each Album shall be delivered to G2 within five (5) months after the commencement of the applicable Initial Period or Option Period.


(b) Artist shall not commence the recording of any Album hereunder earlier than three (3) months following delivery to G2 of the prior album.


(c) G2 shall not be obliged to accept delivery of any Album hereunder earlier than nine months following the date of delivery to G2 of the prior album. If any such premature delivery is tendered, the contractual date of delivery hereunder of such Album shall be deemed to be the date one year following the date of delivery of the prior album, provided that the prior album has been recorded and delivered in all respects in accordance with the provisions of this Agreement and comprises acceptable Masters as herein provided.


(d) In the event that, during the Initial Period or the Option Periods, Artist produces more than the Minimum Recording Commitment, G2 shall as its sole option be entitled to treat such additional material (or some of it) as counting towards the Minimum Recording Commitment (or not) but said additional material shall be and remain the sole and exclusive property of G2 subject to the provisions of this Agreement.


(e) Each Album delivered shall consist of not less than ten (10) Masters and not less than forty-five (45) nor more than seventy-four (74) minutes of Artist's performances. Each Master shall consist of not less than two minutes and thirty seconds of Artist's performances. No album consisting of Artist's "live" performances shall be deemed to be in fulfillment of any Artist's obligations hereunder except that upon mutual consent, in writing, a live recording may be accepted in fulfillment of Artist's Minimum Recording Commitment. If any such performances are recording during the Term hereof, G2 shall be the owner thereof and shall have the right to exploit same under the same terms as contained herein for the First Album, except that no advance will be paid to Artist. No Multiple Albums shall be delivered hereunder without G2's prior written consent; any such Multiple Album delivered to and accepted by G2 shall be deemed a single album for all purposes hereof. No Mini-Album shall form part of the Minimum Recording Commitment unless expressly agreed in writing by G2 as its absolute discretion.


(f) Artist shall deliver to G2 each Master hereunder in the form of a digital two-track stereo tape master, as well as reference discs which are representative of such tape masters. Artist shall also deliver at the same time any multi-track master tapes recorded in connection with the same project. The two-track stereo master tape shall be fully edited, mixed, equalized and leadered for the production of parts from which satisfactory Phonograph Records can be manufactured.


(g) As used in this Agreement, "delivery" shall mean the receipt of all tape masters as provided herein, as well as Artist's submission to G2 in written form of all necessary information, consents, licenses and permission that G2 requires to manufacture, distribute and release the Masters as Phonograph Records, including, but not limited to, mechanical licenses, credits, musician and producer releases, and any information required to be delivered to unions or other third parties. Payment of funds due at delivery by G2 shall not be deemed a waiver of information or documents required hereunder.


(h) Artist shall be available to G2 and shall perform for the purposes of making such music videos at such times and places as G2 shall reasonable agree with Artist. The cost of making such music videos shall be deemed advances hereunder and shall be fifty percent (50%) recoupable from all sources, excluding Mechanical Royalties and merchandise royalties, payable to Artists hereunder.


(i) G2 shall release a minimum of one thousand copies of each Album delivered by Artist, within ninety days of its delivery. G2 shall have a right to cure any failure to timely make such release at any time up to ten days following the receipt of a written notice from Artists that the deadline release has passed. Failure to cure by G2 shall entitle Artist to buy the unreleased Masters for one hundred ten percent (110%) of the Recording Costs spent by G2 on the Masters, provided that Artist delivers written notice of its intent to buy the Masters within ten days of the expiration of G2's right to cure, and pays the purchase price in full within ninety days of delivery of its notice of intent.


3. GRANT OF RIGHTS


3.01. During the Term of the Agreement, Artist shall furnish to G2 its exclusive recording services throughout the Universe. Any contract entered into by Artist or on Artist's behalf during the Term hereof or any extensions thereof for Artist's performances in television or radio broadcasts or motion pictures or stage productions shall specifically exclude the right to use any recording of such performance for the manufacture and sale of Phonograph Records or music videos unless previously authorized in writing by G2, which authority shall not be unreasonably withheld.


Artist shall promptly deliver to G2 copies of the pertinent provisions of each such contract and Artist will cooperate fully with G2 in any controversy dispute or litigation which may arise in relation to the rights of G2 under this Paragraph.


3.02. Artist hereby grants and assigns to G2 all rights of every kind and the complete, unconditional, exclusive, perpetual, unencumbered title throughout the Universe in and to all results and products of Artist's services and performances hereunder (being the recording of musical performances and the sound recordings in Exhibit A), any and all Masters, records, tapes, sound recordings, music videos, long form videos, and other material of every kind made or authorized by G2 hereunder or otherwise produced during the Initial Term and/or Option Terms and which include the voice, instrumental or other sound and/or visual effects, services, or performances of Artist, including without limitation the right to record, reproduce, broadcast, transmit, publish, sell, exhibit, distribute, advertise, exploit, perform, and use the same separately or in any combination with any other material for any purpose in any manner, under any label, trademark, or other identification and by any means or method, whether known or not known, invented, used, or contemplated, and to refrain from all or any part thereof.


3.03. Without in any way limiting the generality of the foregoing, Artist hereby grants to G2 the following rights throughout the Universe which G2 may use or refrain from using as it elects in G2's sole discretion:


(a) the exclusive right during the Term hereof to manufacture, distribute, and sell anywhere in the Universe Phonograph Records and music videos produced from Masters made during the Terms hereunder;


(b) the exclusive right for the full periods of copyright to manufacture, distribute, and sell throughout the Universe Phonograph Records and music videos produced from Masters made during the Terms hereunder;


(c) the exclusive right in all media and forms to advertise, publicize, and exploit anywhere in the Universe Phonograph Records and music videos produced during the Terms hereunder by any and every means, particularly, but without limiting the generality of the foregoing, to use the name, including the professional name, approved photograph and/or likeness of, and approved biographical material concerning Artist for advertising, publicizing and otherwise exploiting said Phonograph Records and music videos, said approval not to be unreasonably withheld;


(d) the exclusive right to authorize public performances in the Universe of Phonograph Records and music videos produced during the Terms hereunder;


(e) the right to permit and authorize others to exercise, directly or through persons designated by them, any and all of G2's rights hereunder.


3.04. (a) Each Master (including all sound recordings embodied thereon) produced hereunder or embodying Artist's performances and recorded during the Terms shall, belong to Artist. Artist grants G2 a security interest in and to its copyright in the First Album to secure recoupment of all sums expended by G2 in the recording and promotion of all Albums recorded under this agreement. Artist further agrees to execute any document reasonably necessary to perfect such security interest. In the event Artist fails to execute any such documents or instruments Artist hereby irrevocably grants to G2 power of attorney, coupled with an interest, to execute all such security agreements.


(b) Each Master (including all sound recording embodied thereon produced hereunder or embodying Artist's performances recorded during the Terms shall, from the inception of its creation, be considered a "work made for hire" for G2 within the meaning of the U.S. Copyright Law. If it is determined that a Master does not so qualify, then such Master, together with all rights in it (including the sound recording copyright), shall be deemed, and are hereby transferred and assigned to G2 by this Agreement. Artist agrees to execute and deliver to G2 any and all documents or instruments which G2 may request in order to confirm G2's acquisition and/or title to the Masters (including the copyright) as described herein. In the event Artist fails to execute any such documents or instruments Artist hereby irrevocably grants to G2 power of attorney, coupled with an interest, to execute all such documents of conveyance. All Masters recorded by Artist from the inception of the recording thereof and all reproductions derived therefrom, together with the performances embodied thereon, shall be entirely the property of G2 in perpetuity, throughout the Universe, free of any claim whatsoever by Artist or any persons deriving any rights or interests therefrom.


3.05. Artist shall not authorize or permit Artist's performances to be recorded for any purpose without obtaining an express written approval of G2, and Artist shall take reasonable measures to prevent the manufacture, distribution and sale of Phonograph Records or music videos containing its performances (an the use of Artist's name and likeness in connection therewith) by any person or entity other than G2, its successors, licensees and assigns.


3.06. Artist grants G2 the right to include any Master produced and delivered hereunder in a soundtrack or compilation album, at any time, and without any further advance, except that royalties shall be payable as provided herein.


3.07. As
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