2.01. During each Contract Period you will Deliver to Company commercially and technically satisfactory Masters. Such Masters will embody your featured vocal performances of contemporary selections, not recorded “live” or “in concert,” and that have not been previously recorded by you, whether hereunder or otherwise. (Any Masters that were partially or completely recorded prior to the term of this agreement, and which are delivered by you to Company will be deemed to have been recorded during the initial Contract Period.) Neither Multiple Record Albums nor Joint Recordings may be recorded as part of your Recording Commitment hereunder without both your and Company’s written consent. Without limiting the foregoing, Company has the right to reject any Master that Company reasonably believes is either offensive to reasonable standards of public taste or in violation of the rights of others.

2.02. During each Contract Period, you will perform for the recording of Masters and you will Deliver to Company those Masters (the “Recording Commitment”) necessary to satisfy the following schedule (sometimes respectively, the “First Album,” “Second Album,” “Third Album,” “Fourth Album,” “Fifth Album” “Sixth Album” and “Seventh Album”):

2.03. The Album in fulfillment of your Recording Commitment for the initial Contract Period will be Delivered to Company on or before __________, _____, and the Album in fulfillment of your Recording Commitment for each Option Period will be Delivered to Company within four (4) months after the commencement date of the Option Period concerned.

2.04. You will not deviate from the Delivery schedule specified in paragraph 2.03 without Company’s written consent; timely Delivery as provided therein is a material obligation hereunder. You agree not to commence the recording of any Record hereunder until nine (9) months after the date of Delivery to Company of the immediately preceding Record in fulfillment of your Recording Commitment hereunder. Each Record will consist entirely of Masters made in the course of that recording project.

2.05.

2.06. Company’s election to make a payment to you which was to have been made upon Delivery of Masters or to release a Record derived from such Masters will not be deemed to be its acknowledgment that such “Delivery” was properly made, and Company will not be deemed to have waived either its right to require such complete and proper performance thereafter or its remedies for your failure to perform in accordance therewith. If Company chooses to release any Album in fulfillment of your Recording Commitment hereunder prior to the completion of all requirements of Delivery of such Album, Company will pay any Advance due upon the Delivery of such Album promptly after the United States release of such Album.

2.07 Company may release up to three (3) “Greatest Hits,” “Best of,” or other similar compilation albums during the term, subject only to consulting with you as to the repertoire to be included. If Company so requests, you shall deliver to Company within ninety (90) days following such request, up to three (3) Masters, consisting of newly recorded material, for inclusion on any such albums. Such Masters will be recorded in accordance with the procedures set forth in paragraph 3 below and all costs thereof shall constitute Advances. No “Greatest Hits,” “Best of,” or other similar compilation shall be deemed part of your Recording Commitment hereunder.

3.01. You will conduct recording sessions only after first obtaining Company’s written approval of the individual producer, the places of recording, the Compositions to be recorded and the Authorized Budget (defined below). You will request such approvals at least fourteen (14) days prior to the proposed first date of recording, and Company will not unreasonably withhold any such approval. If Company disapproves any of the foregoing, you will promptly submit alternative proposals, but in all instances you will allow Company a reasonable period of review prior to the proposed first date of recording.

3.02. You will engage all artists, producers, musicians, and other personnel for the recording sessions hereunder, but only after Company sets the budget for all Recording Costs to be incurred in connection therewith, to be determined by the Company, in its sole discretion, after meaningful consultation with you (the “Authorized Budget”). The Authorized Budget may provide for payment to you of no more than union scale for your services (subject to paragraph 4.01) and will not contain a charge for arrangements or orchestrations supplied by you. The Authorized Budget will constitute the maximum amount that you may expend for the applicable session or sessions. The granting of authorizations and the approval of Authorized Budgets are entirely within Company’s discretion. Company has the right to have a representative attend all recording sessions conducted pursuant to this agreement at Company’s cost on a non-recoupable basis. Without limiting Company’s other rights or remedies, if it reasonably appears to Company that the unpaid Recording Costs for any Masters will exceed the amount remaining in the Authorized Budget, Company has the right to immediately cease paying sums from the Authorized Budget unless you establish to Company’s reasonable satisfaction that you can and will pay or reimburse Company for any Recording Costs in excess of the Authorized Budget. Nothing contained in this agreement will be deemed to make you Company’s agent or authorize you to incur any costs on Company’s behalf under this agreement. Notwithstanding the foregoing, without your consent, the minimum Authorized Budgets for Records recorded pursuant to the Recording Commitment will not be less than the following:

3.03. You will deliver to Company copies of substantiating invoices, receipts, Form Bs, vouchers and similar satisfactory documentary evidence of Recording Costs for the production of each particular Record of the Recording Commitment, and if you fail to do so, Company’s obligation to pay further sums from the Authorized Budget will be suspended until delivery thereof. You agree to deliver to Company (or cause the individual producer of the Masters to deliver) the Immigration and Naturalization Service certificates described in paragraph 3.05 below. Form Bs and W-4s to Company within seventy-two (72) hours after each session hereunder and you shall timely make all required union payments. You further agree to deliver all other invoices, receipts, vouchers and documents within one (1) week after your or the producer’s receipt thereof. If Company pays any late-payment penalties solely by reason of your failure to make timely delivery of any such materials, you will reimburse Company for same upon demand and, without limiting its other rights and remedies, Company may deduct an amount equal to all such penalties from monies (other than Mechanical Royalties) otherwise payable to you under this agreement. Company will be responsible for late-payment penalties only if caused solely by Company’s acts or omissions. You agree, represent and warrant that all Masters delivered by you to Company hereunder will be free and clear of any liens, encumbrances or claims by any Person (other than those, if any, resulting from Company’s acts or omissions), and all Recording Costs with respect thereto shall have been fully paid (other than those unpaid as a result of the acts or omissions of Company).

3.04.

3.05. In connection with each recording session conducted hereunder, you will comply with the following procedures required by United States immigration law:

4.01. Company may pay from the applicable Authorized Budget all union scale payments required to be paid to Artist in connection with Masters made hereunder, all costs of instrumental, vocal and other personnel specifically approved by Company for the recording of such Masters, and all other amounts required to be paid by Company pursuant to any applicable law or any collective bargaining agreement between Company and any union representing persons who render services in connection with such Masters. Notwithstanding the foregoing, you agree that the Advances hereunder include the prepayment of session union scale as provided in the applicable union codes, and you agree to complete any documentation required by the applicable union to implement this sentence. At Company’s request, union contracts will be filed by you and supplied to Company and pension benefits will be paid on your behalf from the Authorized Budget, which payments will be an Advance.

4.02. All Recording Costs hereunder and all costs associated with the creation of Artwork (including, without limitation, art, photos, graphic design, etc.) constitute Advances. In addition, all packaging costs in excess of Company’s then standard design, engraving or manufacturing costs with respect to a standard Record package are your responsibility and may, at Company’s election, be recovered as provided in paragraph 5.03 below. Company will notify you if Company anticipates incurring any such excess design, engraving or manufacturing costs in connection with any Album package hereunder. Provided that changing the Album package would not unreasonably delay the scheduled release of the Record concerned, if you object to such excess design, engraving or manufacturing costs in connection with an Album package not prepared by you or not prepared at your request, and such written objection is received by Company within five (5) days after Company’s notice, and Company nevertheless uses such package, Company will not charge you for the excess. No failure to so notify you will be deemed a breach hereof; provided that, if Company fails to so notify you, Company will not charge you for any such excess. One half (1/2) of all Video Costs will be recoupable from audio Record royalties. To the extent that any Video Costs are not recoupable or recouped from audio Record royalties, such costs will be recoupable from monies (other than Mechanical Royalties) otherwise payable to you from the exploitation of Videos hereunder. Fifty percent (50%) of all costs paid by Company in connection with any television campaign in the United States in conjunction with Records featuring your performance will constitute Advances. All costs or expenses paid by Company to third parties in connection with independent publicity will constitute Advances. Fifty percent (50%) of all costs incurred by Company in connection with independent marketing and/or independent promotion of Records featuring your performance will constitute Advances. All costs paid by Company in connection with “live” public performances by you and/or to purchase articles of dress and styling such as clothing, shoes, jewelry, makeup, hair and body styling will constitute Advances. All costs specifically with respect to you incurred in connection with creating the so-called “enhanced” or multimedia portion of an enhanced CD, CD Plus, CD ROM, DVD, or any other similar configuration (whether now known or hereafter created) embodying Masters hereunder (the “Enhanced Costs”) including, without limitation, ECD Material, will constitute Advances. All costs paid or incurred by Company in connection with the creation, development and maintenance of any website featuring the promotion of you and Records embodying Masters will constitute Advances.

4.03. The portion of the Recording Costs incurred in the making of a Joint Recording to be charged as an Advance will be computed by multiplying the aggregate amount of total Recording Costs incurred in making that Joint Recording by the same fraction used in determining the royalties payable to you in respect of that Joint Recording.

5.01. All monies paid to you during the term of this agreement, as well as all monies paid on your behalf at your request, or as otherwise contemplated herein, other than royalties paid pursuant to this agreement, constitute Advances unless otherwise expressly agreed to in writing by Company, or except as otherwise set forth in this agreement.

5.02.

5.03. If the Recording Costs and other Advances paid or reimbursed by Company for any Recording in fulfillment of your Recording Commitment exceed the Authorized Budget therefor, you will be solely responsible for such excess, it being agreed that if Company elects to pay such excess, such payment will be a direct debt from you to Company which, in addition to any other available remedies, Company may recover from any sums payable to you or your designees. Notwithstanding the foregoing, if the excess was caused solely by Company, Company shall be responsible for such excess, however, Company may recover the amount of such excess from royalties (other than Mechanical Royalties) payable to you or your designees.

6.01. In consideration of the copyright ownership provided below, Company’s rights to use your name and likeness as provided herein, and the other agreements, representations and warranties contained herein, Company agrees to pay you in connection with the Net Sale of Records consisting entirely of Masters hereunder and sold by Company or its licensees and in connection with other commercial exploitations of the Masters by Company or its licensees, a royalty computed at the applicable percentage indicated below, of the applicable Royalty Base Price with respect to the Record concerned, it being agreed that such royalties will be computed and paid in accordance with Article 7 below and the other provisions set forth herein.

6.02 With respect to Midline Records, EPs, Records sold through a Developing Artist Series at a price equivalent to a Midline Record, and Records sold to the armed forces post exchanges, the royalty rate will be two thirds (2/3) of the Basic Rate in the country concerned for the configuration concerned. With respect to Budget Records, so-called “premium” Records, Records sold through a Developing Artist Series at a price equivalent to a Budget Record, and Records sold to the United States or a state or local government or sold by Company itself in the United States in connection with a direct response television campaign, direct mail or mail order, the royalty rate will be one-half (1/2) of the Basic Rate in the country concerned for the configuration concerned. With respect to any Record sold outside the United States by Company’s licensees in conjunction with a television advertising campaign, in the event Company’s royalties are reduced in connection therewith, your royalties shall be likewise proportionately reduced. With respect to any Multiple Record Album, the royalty rate will be the Basic Rate in the country concerned for the configuration concerned if, at the beginning of the royalty accounting period concerned, the Suggested Retail List Price of such Album is at least the number of cassettes, compact discs or other configuration packaged together times the Suggested Retail List Price for “top-line” Albums marketed by Company or its principal licensee in the country where the Multiple Record Album is sold (the “top-line” price). If the Suggested Retail List Price applicable to such Multiple Record Album is less than the number of cassettes, compact discs or other configuration packaged together times the “top-line” price, then the applicable royalty rate for such Multiple Record Album will be equal to the otherwise applicable royalty rate multiplied by a fraction, the numerator of which is the Suggested Retail List Price of such Multiple Record Album, and the denominator of which is the number of cassettes, compact discs or other configuration packaged together times the “top-line” price (but not less than one half (1/2) of the applicable royalty rate prescribed in paragraph 6.01 for such Album). With respect to Records in the compact disc configuration, the royalty rate (which will be deemed to be the Basic Album Rate or Basic Singles Rate, as applicable, with respect to such configuration), will be eighty-five percent (85%) of the otherwise applicable royalty rate in the applicable country for the configuration and price category concerned. With respect to Electronic Transmissions, the royalty rate (which will be deemed to be the Basic Album Rate or Basic Singles Rate, as applicable, with respect to such configuration) will be one hundred percent (100%) of the otherwise applicable royalty rate in the applicable country for the configuration and price category concerned. With respect to Records sold in the form of new configurations (including, but not limited to, Digital Compact Cassette, Mini Disc, DVD Audio, and audiophile Records), the royalty rate (which shall be deemed to be the Basic Album Rate or Basic Singles Rate, as applicable, with respect to such configurations) will be seventy-five percent (75%) of the otherwise applicable royalty rate in the applicable country for the configuration and price category concerned. Notwithstanding the foregoing, with respect to each particular new configuration sold three (3) years after its initial commercial release by Company hereunder, upon your request Company shall negotiate with you in good faith in accordance with then current industry practices and the rates then being paid in the industry for artists of your stature for the purpose and intent of attempting to agree upon the percentage royalty rate payable to you prospectively with respect to such particular new configuration; however, in no event shall such percentage royalty rate exceed one hundred percent (100%) of the otherwise applicable royalty rate in the applicable country for the configuration and price category concerned; provided, further, Company will have the right to continue to exploit Records in such new configuration pending such negotiations.

6.03.

6.04.

6.05. As to a Record not consisting entirely of Masters recorded hereunder or Videos produced hereunder, the otherwise applicable royalty rate will be prorated on the basis of the number of Masters recorded hereunder or Videos produced hereunder embodied on such Record compared to the total number of Masters or Videos (including the Masters recorded hereunder and Videos produced hereunder) contained on such Record. As to a Record consisting of Masters recorded hereunder where the various Masters bear different royalty rates, the otherwise applicable royalty rate for each Master will be prorated on the basis of the total number of Masters embodied on such Record. As to Joint Recordings, the royalty rate will be the royalty rate provided for herein divided by the number of Persons with respect to whom Company is obligated to pay a royalty (including you). For purposes of this paragraph 6.05 a group that typically records as a group will be deemed to be one (1) Person, provided that such group is paid the same royalty as would otherwise be payable if one (1) individual had rendered the same services.

6.06. No royalties will be due or payable in respect of (a) Records furnished on a no-charge basis or sold to disc jockeys, publishers, employees of Company or its licensees, motion picture companies, radio and television stations and other customary recipients of free Records, or discounted or promotional Records sold for less than or equal to fifty percent (50%) of the Record’s highest posted wholesale list price; (b) Records sold at close-out or “cut-out” prices, as surplus, for scrap, at less than inventory cost, or at a discount of seventy-five percent (75%) or more off their SRLP (whether or not such Records would otherwise constitute Budget Records and/or are intended for resale to third parties); (c) Records (or fractions thereof) given away or shipped on a so-called “no charge”, “freebie” or “bonus” basis (whether or not intended for resale to third parties); (d) Records sold, distributed or furnished on a no-charge basis to members, applicants or other participants in any “record club”; (e) Records (other than Singles) sold by Company or Company’s Distributor (or their respective licensees) as “samplers” and/or directly to consumers for a price of $3.00 per unit or less, as well as Singles sold in the form of “picture discs” not in excess of 25,000 Net Sales per such Single; and (f) Records sold at a discount from the Record’s posted wholesale list price (but for more than fifty percent (50%) of such price). In determining the number of Records as to which no royalties are payable pursuant to the preceding clause (f), Company will multiply the percentage amount of such discount by the number of Records sold at such discount. So-called standard “free goods” on Albums distributed in the United States, if any, will not exceed twenty percent (20%) of all Albums distributed unless Company pays you on any such excess.

6.07. Company may at some time change the method by which it computes royalties in the United States from a retail basis to some other basis (the “New Basis”), such as, without limitation, a wholesale basis. The New Basis will replace the then-current Royalty Base Price and the royalty rates will be adjusted to the appropriate royalty which, when applied to the New Basis, will yield the same dollars-and-cents royalty amounts payable with respect to the Record concerned as was payable immediately prior to the change to the New Basis. If a Record was not theretofore sold in a particular configuration or at a particular price (e.g., a Budget Record), the adjusted royalty rate for any such configuration will be the adjusted royalty rate on top-line Albums multiplied by a fraction, the numerator of which is the royalty rate for sales in the configuration concerned prior to the New Basis and the denominator of which is the royalty rate for sales of top-line Albums prior to the New Basis. If there are other adjustments made by Company that would otherwise make the New Basis more favorable (a particular example of which might be the distribution of smaller quantities of free goods than theretofore distributed), then the benefits of such other adjustments will be taken into consideration in adjusting the royalty rate.

6.08. The royalty payable to you hereunder includes all royalties due you, the individual producers and all other Persons in connection with the sale of Records or other exploitation of Masters made hereunder, excluding Mechanical Royalties and union “per record” royalties.

7.01. Company will compute your royalties as of each June 30 and December 31 for the prior six (6) months, in respect of each such six (6) month period in which there are sales or returns of Records or other exploitations of Masters on which royalties are payable to you. On or before the next September 30 with respect to the period ending June 30, and on or before March 31 with respect to the period ending December 31, Company will send you a statement covering those royalties and will remit to you the net amount of such royalties, if any, after deducting any and all unrecouped Advances and chargeable costs under this agreement and such amount, if any, that Company may be required to withhold pursuant to the applicable state tax laws, the U.S. Tax Regulations, or any other applicable statute, regulation, treaty, or law. After the term hereof, no royalty statements will be required for periods during which no additional royalties accrue. In computing the number of Records sold, only Records for which Company has been paid or has received final credit against a prior advance received by Company in the United States will be deemed sold, and Company will have the right to deduct returns and credits of any nature and to withhold reasonable reserves therefor from payments otherwise due you, not to exceed thirty-five percent (35%). Company will liquidate any such reserves within four (4) full accounting periods after the period in which such reserves were initially established. If Company makes any overpayment to you (e.g., by reason of an accounting error or by paying royalties on Records returned later), you will reimburse Company to the extent Company does not deduct such sums from monies due you hereunder.

7.02. Royalties for Records sold for distribution outside the United States (“foreign sales”) will be computed in the same national currency and at the same rate of exchange as Company is accounted to by its licensees with respect to the sale concerned and will be subject to costs of conversion and any taxes applicable to royalties remitted by or received from foreign sources. Royalties on Records sold outside the United States are not due and payable by Company until payment or credit therefor has been received by Company in the United States in United States dollars. For purposes of accounting to you, Company will treat any foreign sale as a sale made during the same six (6) month period in which Company receives its licensee’s accounting and payment for that sale. If Company does not receive payment in the United States in United States Dollars and is required to accept payment in foreign currency or in a foreign country, Company will notify you thereof and deposit to your credit (at your request and expense) in such currency in a depository selected by you in the country in which Company accepts payment your share of royalties due and payable with respect to such sales. Such deposit will fulfill Company’s obligations in connection therewith. If any law, government ruling or other restriction affects the amount that an Company licensee can remit to Company, Company may deduct from your royalties an amount proportionate to the reduction in such licensee’s remittances.

7.03. All royalty statements rendered by Company will be conclusively binding upon you and not subject to any objection by you for any reason unless specific objection in writing, stating the basis thereof, is given to Company within two (2) years from the date such statement is rendered and an audit pursuant to paragraph 7.04 for that statement is completed within three (3) months after such objection notice is given, unless the audit could not be completed within such three (3) month period solely as a result of the acts or omissions of Company. Failure to make such written objection or conduct the audit within said time periods will be deemed to be your approval of such statement, your waiver of such audit rights, and your waiver of the right to sue Company for additional royalties in connection with the applicable accounting period. Each statement will be deemed rendered when due unless you notify Company that the applicable statement was not received by you and such notice is given within sixty (60) days after the applicable due date specified in paragraph 7.01 above, in which event the statement will be deemed rendered on the date actually sent by Company. You will not have the right to sue Company in connection with any royalty accounting, or to sue Company for monies due on account of the exploitation of Masters hereunder during the period a royalty accounting covers, whether from the sale of Records or otherwise, unless you commence the suit within the earlier of twelve (12) months after commencement of your audit for the applicable period or three (3) years from the date such statement is rendered for the applicable period.

7.04. You may, at your own expense, audit Company’s books and records directly relating to this agreement that report the sales or other exploitation of Records or Ancillary Exploitations for which royalties or other monies are payable hereunder. You may make such audit only for the purpose of verifying the accuracy of statements sent to you hereunder and only as provided herein. You may initiate such audit only by giving notice to Company at least thirty (30) days prior to the date you intend to commence your audit. Your audit will be conducted by a reputable independent certified public accountant experienced in recording industry audits in such a manner so as not to disrupt Company’s other functions and will be completed promptly. You may audit a particular statement only once and only within two (2) years after the date such statement is rendered as provided in paragraph 7.03 above, unless the audit was delayed by Company in which event such two (2) year period shall be extended by the number of days of the delay caused by Company. Your audit may be conducted only during Company’s usual business hours and at the place where it keeps the books and records to be examined. You will not be entitled to examine any manufacturing records or any other records that do not specifically report sales of Records or free distribution of Records on which royalties are payable hereunder. Your auditor will review his tentative written findings with a member of Company’s finance staff designated by Company before rendering a report to you so as to remedy any factual errors and clarify any issues that may have resulted from misunderstanding.

8.01. You warrant, represent and agree that throughout the Territory Company is the sole, exclusive and perpetual owner of all Masters Delivered hereunder or otherwise recorded by you during the term of this agreement, all so-called “demonstration” recordings recorded by you prior to or during the Term (including, without limitation, any and all Master Recordings embodying your performances that were previously submitted to Company for Company’s review), all Videos embodying those Masters or otherwise produced hereunder, and all artwork created for use in connection with the Masters, Videos, and/or ECD Material (individually and collectively referred to herein as “Artwork”), which ownership entitles Company, among other things, to all right, title and interest in the copyright in and to the Masters, Videos (but excluding the copyrights in the Compositions contained in the Masters and Videos) and Artwork. Each Master, Video and Artwork made under this agreement or during its term, from inception, will be considered a “work made for hire” for Company; if any such Master, Video or Artwork is determined not to be such a “work,” it will be deemed transferred to Company by this agreement, together with all rights and title in and to it. You warrant, represent and agree that all Masters and Videos (but excluding the underlying Compositions embodied in the Masters and Videos) made under this agreement or during its term (including duplicates, work tapes, etc.), the performances contained thereon and the Recordings and Records derived therefrom and the related Artwork, from the inception of their creation, are the sole property of Company, in perpetuity, free from any claims by you or any other Person, and Company has the right to use and control same subject to the terms herein. Company (or Company’s designees) has the exclusive right to copyright all such Masters, Videos and Artwork in its name as the author and owner of them and to secure any and all renewals and extensions of such copyright throughout the Territory. You will execute and deliver to Company such instruments of transfer and other documents submitted to you by Company regarding the rights of Company or its designees in the Masters, Videos and Artwork subject to this agreement as Company may reasonably request to carry out the purposes of this agreement, and Company may sign such documents in your name (and you hereby appoint Company your agent and attorney-in-fact for such purposes) and make appropriate disposition of them consistent with this agreement. Company shall give you five (5) business days notice before signing in your name, any document submitted to you by Company, provided Company may dispense with that waiting period when necessary, in Company’s good faith judgment, to protect or enforce Company’s rights. As a non-material obligation, Company shall provide you with copies of documents signed by Company in your name. Company will have the right to include on any Artwork hereunder all such, trademarks, trade names, information, logos and other items, as Company customarily includes on such Artwork, as applicable, including, without limitation, Internet Addresses, so-called “watermarks,” “meta-data,” and “hyperlinks” to Internet Addresses.

8.02. Without limiting the generality of the foregoing, and except as otherwise specifically set forth in this agreement, Company and any Person authorized by Company has the unlimited and exclusive rights to manufacture and/or distribute Records by any and all methods now or hereafter known embodying any portion or all of the performances embodied on Masters hereunder; to publicly perform such Records and to permit the public performance thereof in any medium now or hereafter known; to import, export, sell, transfer, transmit, lease, rent, deal in or otherwise dispose of such Masters (including without limitation, by way of Electronic Transmission) and Records derived therefrom throughout the Territory under any trademarks, trade names or labels designated by Company; to remix, edit or adapt the Masters to conform to technological or commercial requirements in various formats now or hereafter known or developed, or to eliminate material which might subject Company to and legal action; to use and authorize the use of the Masters for background music, synchronization in motion pictures and television soundtracks and other similar purposes, including, without limitation, use on transportation and in commercials for any product in any and all media, without any payment other than as provided herein; or Company and its subsidiaries, affiliates and licensees may, at their election, delay or refrain from doing any one or more of the foregoing.

8.03. Company and any licensee of Company each has the perpetual right, without liability to any Person, and may grant to others the right, to reproduce, print, publish or disseminate in any medium your name, portrait, picture and likeness and the name, portrait, picture and likeness of any individual producer and all other Persons performing services in connection with Masters made under this agreement (including, without limitation, all professional, group and other assumed or fictitious names used by you and them), and biographical material concerning you and them solely for purposes of advertising, promotion and trade in connection with you, the making and exploitation of Records hereunder on Websites, in Website Material and ECD Material, and for advertising and for purposes of trade in connection therewith, and general goodwill advertising of Company and its Record business. Notwithstanding the foregoing, in the event there are contractual restrictions, which are customary in the Record business, in connection with the use of any producer’s or other Person’s portraits, pictures, likenesses or biographical material, Company shall abide by such restrictions; provided that, the relevant portions of such contracts containing such restrictions are provided to Company not later than the Delivery of the applicable Masters. The uses authorized by the preceding sentence include, without limitation, the use of those names, portraits, pictures, and likenesses in the marketing of Records. During the term hereof, Company and its licensees may, in the Territory, bill, advertise and describe you as an exclusive Company artist or by a similar designation. Subject to your prior professional commitments, you will from time to time appear for photography, poster and cover art and the like, under the reasonable direction of Company or its nominees, appear for on-line “chats” hosted on Websites, including, without limitation, the Company Artist Website, and for interviews with representatives of the media and Company’s publicity personnel, and appear and perform at promotional events such as so-called “in-store” performances. You will not be entitled to any compensation for such services, except as may be required by applicable union agreements; provided, however, that if you are required to travel outside of a fifty (50) mile radius of your then place of residence, Company will reimburse you on a non-recoupable basis for the reasonable travel and living expenses incurred by you in connection with the rendition of services at Company’s direction pursuant to a budget approved in advance by Company in writing.

8.04.

8.05. If, at any time during the term hereof, you shall commit any act or become involved in a situation or occurrence which brings you and/or Company in public disrepute, contempt, scandal or ridicule or which tends to shock, insult or offend the community at large or any substantial group or class thereof, or which reflects unfavorably upon Company’s reputation, then Company shall have the right to terminate the term of this agreement without any further obligation to you, except to pay such sums as may have become due under the terms of this agreement prior to such commission or involvement.

9.01.

9.02.

9.03. Within a reasonable time following the execution hereof, you may supply Company with six (6) approved pictures and approved biographical material to be used by Company pursuant to paragraph 8.03 above. In the event that Company reasonably disapproves of the pictures or biographical material supplied by you, Company will make available to you for your approval pictures and biographical material concerning you to be so used by Company. Your approval will not be unreasonably withheld and will be deemed given unless your notice of disapproval (including the reason) has been received by Company within ten (10) business days after the material has been made available to you. In the event that you timely disapprove of any pictures or biographical material, you will, within seven (7) days of the date of your disapproval notice, supply to Company approved pictures or biographical materials for use by Company hereunder. In the event that the pictures and/or biographical materials supplied by you, pursuant to the preceding sentence, are not satisfactory to Company in its good-faith opinion, or in the event that you do not supply the pictures or biographical materials to Company pursuant to this paragraph, Company will have the right to select and use such pictures or biographical materials as its determines in its sole discretion, and you will have no approval rights in respect thereof. In connection with each new Album hereunder, you may supply Company with more recently approved pictures and a more recent biography for use by Company hereunder. If you do so, the procedures set forth in this paragraph will apply. No inadvertent failure by Company to comply with this paragraph will constitute a breach of this agreement. Your sole remedy for any failure by Company to comply with this paragraph will be prospective cure with respect to materials prepared after the notice period specified in paragraph 16.06 below.

9.04.

9.05. You may use Record packaging artwork for non-Record merchandising purposes, upon payment to Company of fifty percent (50%) of the out-of-pocket costs paid or incurred by Company in the creation thereof, and agreement to any reasonable conditions imposed by Company (e.g., copyright notices). Company will provide said artwork to you without warranty or representation, express or implied, you shall be responsible for obtaining any third party clearances (e.g., photographers) and you will indemnify Company, in the manner provided in paragraph 13.05 hereof, against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising out of any use of said artwork or exercise such rights by you or any Person deriving rights from you.

10.01.

(b)  The total Mechanical Royalty for all Compositions (including Controlled Compositions) (i) embodied in or transmitted as a part of each Album other than Multiple Record Albums, will be not more than ten (10) times the Controlled Rate; (ii) embodied in or transmitted as a part of each single Record released hereunder, will be not more than two (2) times the Controlled Rate; (iii) embodied in or transmitted as a part of any EP released hereunder, will be not more than five (5) times the Controlled Rate; and (iv) embodied in or transmitted as a part of Multiple Record Albums (if any), will be the maximum aggregate Mechanical Royalty will not be more than the maximum Mechanical Royalty applicable to an Album not in the form of a Multiple Record Album multiplied by a fraction, the numerator of which is the Suggested Retail List Price of such Multiple Record Album and the denominator of which is the Suggested Retail List Price of “topline” Albums (deemed not to be less than fifteen dollars ($15.00)). With respect to the exploitation or sale of Records as described in paragraphs 6.02 (other than with respect to compact discs, Electronic Transmissions, EPs and Multiple Record Albums) and 6.03(a), the Controlled Rate and the Mechanical Royalty maximums will be three fourths (3/4) of the otherwise amounts prescribed above. Any amounts in excess of the applicable maximums pursuant to this subparagraph 10.01(b) or the applicable rates pursuant to subparagraph 10.01(a) above will be treated as described in subparagraph 10.01(g) below.

(c)  Mechanical Royalties will not be payable for Controlled Compositions with respect to Records otherwise not royalty bearing hereunder, with respect to nonmusical material, with respect to Controlled Compositions of one minute or less in duration, and with respect to more than one (1) use of any one (1) Controlled Composition per Record. No Mechanical Royalties will be payable in respect of Compositions in the public domain or arrangements of Compositions in the public domain except that if such arrangement is credited by ASCAP, BMI, or SESAC then the Mechanical Royalty otherwise payable hereunder will be apportioned in the same ratio used by ASCAP, BMI, or SESAC in determining the credits for public performance of the work, provided you furnish Company with satisfactory evidence of that ratio.

(d)  Company will compute Mechanical Royalties on Controlled Compositions as of the end of each calendar quarter-annual period in which there are sales or returns of Records on which Mechanical Royalties are payable to you. On or before the next May 15, August 15, November 15, or February 15, Company will send a statement covering those royalties and will pay any net royalties then due. If Company makes any overpayment of Mechanical Royalties on Controlled Compositions (e.g., but without limitation, by reason of an accounting error or by paying Mechanical Royalties on Records returned) such excess will be treated as described in subparagraph 10.01 (g) below. Reserves, the liquidation of reserves and your right to audit Company’s books and records as the same relate to Mechanical Royalties for Controlled Compositions is subject to the terms and conditions set forth in Article 7.

(e)  Any assignment made of the ownership of copyright in, or the rights to license or administer the use of, any Controlled Composition will be made subject to the provisions of this Article 10.

(f)  With respect to Compositions (or portions thereof) which are not Controlled Compositions, you warrant and represent that Company and its designees shall be able to obtain mechanical licenses on rates and terms no less favorable than those contained in the standard mechanical license utilized by The Harry Fox Agency, Inc. in the United States and by CMRRA in Canada.

(g)  You agree to indemnify and hold Company harmless from the payment of Mechanical Royalties in excess of the applicable amounts in the provisions of this Article 10. If Company pays any such excess, such payments will be a direct debt from you to Company, which, in addition to any other remedies available, Company may recover from royalties or any other payments hereunder.

11.01. Company will have the right to suspend the operation of this agreement and its obligations hereunder in the event Company is materially hampered in its recording, manufacture, distribution or sale of Records, or in the event its normal business operations become commercially impracticable, as the result of any cause beyond Company’s control, including but not limited to labor disagreement, fire, earthquake, catastrophe, riot, shortage of materials, etc. If such contingency does not affect Company’s ability to account to you and pay royalties then Company will account to you and pay royalties during any such suspension of this agreement. Such right may be exercised by written notice to you, and such suspension will last for the duration of the applicable event. A number of days equal to the total of all such days of suspension plus an additional seven (7) days will be added to the Contract Period in which such contingency occurs and the dates for the exercise by Company of its options as set forth in Article 1, the dates of commencement of subsequent Contract Periods, the date any other action is required hereunder, and the term of this agreement will be deemed extended accordingly. If such suspension of the term of this agreement exceeds six (6) consecutive months and affects no record manufacturer or distributor other than Company, you may, by notice to Company, request that Company terminate the suspension by notice given to you within thirty (30) days after its receipt of your notice. If Company does not do so, the term of this agreement will terminate at the end of such thirty (30) day period and all parties will be deemed to have fulfilled all of their obligations except those that survive the end of the term.

11.02. If Company wrongfully refuses to allow you to fulfill your Recording Commitment for any Contract Period, and if, not later than ninety (90) days after that refusal takes place, you notify Company of your desire to fulfill such Recording Commitment, then Company may permit you to fulfill such Recording Commitment by notice to you to such effect within thirty (30) days of Company’s receipt of your notice. Should Company fail to give such notice, you will have the option to terminate the term of this agreement by notice given to Company within thirty (30) days after the expiration of the thirty (30) day period referred to above, and on receipt by Company of such notice the term of this agreement will terminate. If you fail to give Company either notice within the period specified in this paragraph 11.02, Company will be under no obligation to you for failing to permit you to fulfill such Recording Commitment. Alternatively, Company may notify you during any Contract Period that it does not intend to allow you to fulfill your Recording Commitment for the Period concerned, in which case the term of this agreement will terminate as of the date of such notice. In the event the term terminates under this paragraph, all parties will be deemed to have fulfilled all of their obligations hereunder except those obligations that survive the end of the term (e.g., warranties, re-recording restrictions and obligation to pay royalties), and Company will be obligated to promptly pay you, in full settlement of its obligations hereunder, an Advance in the amount equal to the Advance (or the balance thereof if a portion has already been paid to you) otherwise payable to you pursuant to paragraph 5.02 above with respect to the Album concerned.

12.01. You hereby represent, warrant and agree that during the term of this agreement, you will furnish to Company your exclusive recording services in the Territory.

12.02. You are authorized, empowered and able to enter into and fully perform your obligations under this agreement. Neither this agreement nor the fulfillment hereof by you infringes upon the rights of any Person. You have no knowledge of any claim or purported claim that may interfere with Company’s rights hereunder or create any liability on the part of Company.

12.03. Intentionally Deleted.

12.04. As of the commencement of the term hereof, there are no unreleased recorded performances by you, other than those listed on Schedule A attached hereto, and incorporated by reference herein.

12.05. You warrant and represent that at Company’s written request the Masters hereunder and performances embodied thereon will be produced in accordance with the rules and regulations of the American Federation of Musicians, the American Federation of Television and Radio Artists and all other unions having jurisdiction. You warrant and represent that Artist is or promptly following Company’s written request will become, and will remain to the extent necessary to enable the performance of this agreement, a member in good standing of all labor unions or guilds in which membership may be required for the performance of Artist’s services hereunder.

12.06. You warrant and represent that you will not perform for any Person other than Company (and you will not license or consent to or permit the use by any Person other than Company of your name or likeness) for or in connection with the recording or exploitation of any Record embodying a Composition recorded by you under this agreement prior to the later of (i) the date five (5) years after the date of Delivery hereunder to Company of the last Master embodying that Composition, or (ii) the date two (2) years after the expiration or termination of the term of this agreement or any subsequent agreement between Company and you or any other Person furnishing your recording services. During the term or the period described in the first sentence of this paragraph 12.06, you will not perform or authorize the recording for use in advertisements of a Composition embodied on a Master Delivered hereunder without Company’s prior written consent. Your agreement with the individual producer of each Master hereunder will restrict said producer from producing a Composition produced by such individual hereunder on another Master for any Person other than Company for at least two (2) years from the date of Delivery to Company of such Master.

12.07. You warrant and represent that none of the Masters hereunder, nor the performances embodied thereon, nor any other Materials, nor any authorized use thereof by Company or its grantees, licensees or assigns will violate or infringe upon the rights of any Person.

12.08. Without limiting the foregoing, Company will not be required to make any payments of any nature for or in connection with the acquisition, exercise or exploitation of rights pursuant to this agreement, except as specifically provided herein. Without limiting paragraph 3.04(c), you are solely responsible for and will pay all sums due the individual producers of each Master hereunder, and all other Persons entitled to receive royalties or other payments (excluding so-called “per record” union payments) in connection with the exploitation of Masters hereunder, including the sale of Records derived therefrom. You warrant and represent that each Person who renders any services in connection with the recording of Masters will grant to you and Company the rights referred to in this agreement and will have the right to so render such services and grant such rights. You warrant and represent that no Person whose performance is embodied in a Master hereunder or whose services are used in the recording of a Master hereunder (excluding those engaged by Company without your request that Company do so) will be bound by any agreement that may prevent or restrict such performances or services.

12.09. You will not authorize or knowingly permit your performances to be recorded for any purpose without an express written agreement prohibiting the use of such Recording on Records in violation of the restrictions herein. You will take reasonable measures to prevent the manufacture, distribution and sale at any time by any Person other than Company of such Records. Neither you, nor any Person deriving any rights from you, will use or authorize or permit any Person other than Company to (i) use any professional name you may adopt in connection with the exploitation of Masters recorded during the term hereof or, except as required under a prior agreement with an unrelated third party, in connection with the sale or other exploitation of Records during the term hereof; or (ii) except as required under a prior agreement with an unrelated third party, release or otherwise exploit Recordings recorded prior to the term hereof embodying your performances during the term hereof; or release or otherwise exploit Recordings embodying your performances recorded during the term hereof.

12.10. Neither you, nor any Person deriving any rights from you, will at any time do or authorize any Person to do anything inconsistent with, or that might diminish, impair or interfere with, any of Company’s rights hereunder or the full and prompt performance of your obligations hereunder.

12.11. You are not under any disability, restriction or prohibition respecting Compositions recorded hereunder.

12.12. You hereby represent and warrant that you are above the legal age of majority pursuant to the laws governing this agreement and the performance hereunder.

13.01.

13.02. If your voice should be or become materially and permanently impaired, as determined by a physician selected by Company, or if you otherwise become physically unable to perform recording and/or personal appearances for a period in excess of six (6) consecutive months and/or if you cease to pursue a career as an entertainer, Company will have the right to terminate the term of this agreement by notice to you at any time during the period in which such contingency continues and thereby be relieved of any liability for the executory provisions of this agreement (other than Company’s obligation to account and pay royalties when due).

13.03. You acknowledge, recognize and agree that your services hereunder are of a special, unique, unusual, extraordinary and intellectual character, giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated for by damages in an action at law. Inasmuch as a breach of such services will cause Company irreparable damages, Company will be entitled to injunctive and other equitable relief, in addition to whatever legal remedies are available, to prevent or cure any such breach or threatened breach. Nothing in this agreement will prevent you from opposing such injunctive relief on any grounds that do not negate your acknowledgments in this paragraph.

13.04. The rights and remedies of Company as specified in this agreement are not to the exclusion of each other or of any other rights or remedies of Company. Company may decline to exercise one or more of its rights and remedies as Company may deem appropriate without jeopardizing any other of its rights or remedies. All of Company’s rights and remedies will survive the expiration of the term of this agreement. Notwithstanding anything in this agreement, Company may at any time exercise any right it now has or at any time hereafter may be entitled to as a member of the public as though this agreement were not in existence.

13.05.

14.01. “Advance” – a prepayment of royalties. Advances are chargeable against and recoupable from any royalties (other than Mechanical Royalties except as otherwise set forth to the contrary herein) otherwise payable hereunder.

14.02. “Advertising and Promotion Purposes,” when used in connection with Videos or Company Website Material – all uses for which Company receives no monetary consideration from licensees in excess of the costs of the Video or Company Website Material, an incidental fee, a reasonable amount as reimbursement for its administrative costs, and the actual costs incurred by Company in connection with such Videos or Company Website Material (e.g., for tape stock, duplication of the Videos and shipping).

14.03. “Album” or “LP” – a sufficient number of Masters embodying your performances to comprise one (1) or more compact disc Records, or the equivalent, of not less than forty (40) minutes of playing time and containing at least ten (10) different Compositions.

14.04. “Artist Domain Name” – a name embodying “______________” together with one or more other words mutually selected or approved by Company and you followed by “.XXX”, as Internet Addresses. As used in the preceding sentence “.XXX” shall mean each and every so-called “second level” domain name now in existence or hereafter implemented including without limitation, “.com”, “.net”, “.org” together with territorial identifiers, e.g., “.UK”.

14.05. “Ancillary Exploitations” – (a) the leasing of commercial advertising space to Persons other than Company or its licensees on the Company Artist Website; (b) the placement on the Company Artist Website of hyperlinks to so-called “ecommerce” Websites owned or controlled by Persons other than Company or its licensees; and (c) the inclusion of computer software, or Website links in ECD Material; and (d) Company’s limited waiver of its exclusivity hereunder in granting a third party limited rights to broadcast a so-called “cybercast” of your performance via the Internet including any rebroadcasts of such performance, provided you and Company have approved such cybercast.

14.06.

14.07. “Budget Record” – a Record which bears either: (a) a wholesale price equal to or less than two-thirds (2/3) of the highest wholesale price in the country concerned of top-line single-unit Records in the configuration concerned; or (b) a Suggested Retail List Price equal to or less than two-thirds (2/3) of the highest Suggested Retail List Price in the country concerned of top-line single-unit Records in the configuration concerned.

14.08. “Commercial Purposes” – when used in connection with Videos or Company Website Material – any use that is not for Advertising and Promotional Purposes (as defined above).

14.09. “Composition” – a single musical composition, irrespective of length, including all spoken words and bridging passages, including a medley.

14.10. “Contract Period” – the initial period, or any option period, of the term hereof (as such periods may be suspended or extended as provided herein).

14.11. “Container Charge” – ten percent (10%) of the Suggested Retail List Price for a single-fold analog disc Record in a standard sleeve with no insert; fifteen percent (15%) of the Suggested Retail List Price for an analog disc Record in a double-fold or gatefold jacket, in a nonstandard sleeve or jacket, or with inserts; twenty percent (20%) of the Suggested Retail List Price for analog cassette tape Records; and twenty-five percent (25%) of the Suggested Retail List Price for Records in the form of Compact Discs, Digital Compact Cassettes, Mini-Discs, Records sold in the form of other digital configurations, audiophile Records, Records sold in the form of any other new configurations, audiovisual Records, and for any other Record other than as herein provided; provided, however, there shall be no Container charge on Electronic Transmissions.

14.12. “Controlled Composition” – a Composition wholly or partly written, owned or controlled by you, a producer or any Person in which you or a producer has a direct or indirect interest.

14.13. “Delivery” – the receipt by Company of the fully mixed, edited and equalized Masters as provided in paragraphs 2.01 and 2.05 as well as the submission by you in written form of all necessary information, consents, clearances, licenses and permissions, including without limitation those relating to all samples, if any, interpolated in the Master Recordings, such that Company may manufacture, distribute and release the Records concerned, including, without limitation, all label copy, publishing and songwriting information (including, without limitation, applicable music performance rights organizations, and the names, addresses and telephone numbers of publishers), Album credits, the timings of and lyrics to each Composition contained on a Record, ancillary materials prepared by or for you which are required hereunder, first use mechanical licenses, if applicable, sideartist permissions, guest artist clearances, and any information required to be delivered to unions, guilds or other third parties.

14.14. “Developing Artist Series” – a program pursuant to which Company initially releases Through Normal Retail Channels in the United States, at a price (which may be effectuated by way of a rebate) equivalent to a Midline Record or a Budget Record, new Albums delivered to Company by one (1) or more of its developing artists.

14.15. “Digital Master” – a fully mixed, edited, equalized and leadered digital stereo tape master ready for the production of parts from which satisfactory Records can be manufactured.

14.16 “Distributor” – any Person authorized by Company to manufacture and distribute (or solely distribute) Company’s Records.

14.17. “ECD Material” – all material acquired or created for inclusion in the “enhanced” or multimedia portion of an enhanced CD, CD Plus, CD ROM, DVD, or any other similar configuration, whether now known or hereafter created, (including, without limitation, Videos, photography, graphics, technology, software, so-called “hyperlinks” to Internet Addresses, etc.).

14.18. “Electronic Transmission” – any transmission to the consumer, whether sound alone, sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to, “cybercasts,” “webcasts,” “streaming audio,” “streaming audio/video,” “digital downloads,” “mobiletones,” direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, telephone system, broadcast station, and any other forms of transmission now known or hereafter devised) whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient. All references in this Agreement to the “distribution” of Records, unless expressly provided otherwise, shall be understood to include the distribution of records by way of Electronic Transmission thereof.

14.19. “ Internet Addresses” – Uniform Resource Locators, addresses and/or domain names.

14.20. “Joint Recordings” – Masters recorded pursuant to this agreement embodying your performance and any performance by another artist with respect to whom Company is obligated to pay royalties.

14.21. “Master,” “Master Recording” or “Recording” – any recording of sound, whether or not coupled with a visual image, by any method and on any substance or material, whether now or hereafter known, that is, is intended to be, or could be embodied in or on a Record.

14.22. “Materials” – all Compositions embodied on a Master or Video hereunder; each name or sobriquet used by you, individually or as a group; and all other musical, dramatic, artistic and literary materials, ideas and other intellectual properties furnished or selected by you or any individual producer and contained in or used in connection with any Artist Website, Company Website Material, ECD Material, Recordings made hereunder or the packaging, sale, distribution, advertising, publicizing or other exploitation thereof.

14.23. “Mechanical Royalties” – royalties payable to any Person for the right to reproduce and distribute copyrighted musical compositions on Records.

14.24. “Midline Record” – a Record which bears either: (a) a wholesale price equal to more than two-thirds (2/3), but no more than eighty-five percent (85%), of the highest wholesale price in the country concerned of top-line single-unit Records in the configuration concerned; or (b) a Suggested Retail List Price equal to more than two-thirds (2/3), but no more than eighty-five percent (85%), of the highest Suggested Retail List Price in the country concerned of top-line single-unit Records in the configuration concerned.

14.25. “Mini Album” or “EP” – any Record, other than an Album, containing more than three (3) different Compositions.

14.26. “Multiple Record Album” – an Album containing two (2) or more cassettes, compact discs, or other configuration packaged as a single unit. For purposes of the Recording Commitment hereunder and for computing the applicable Authorized Budget or Advance, a Multiple Record Album accepted by Company will be deemed only one (1) Album.

14.27. “Net Receipts,” “net sums,” or “net amount received” and similar terms in this agreement – royalties or flat payments received by Company in connection with the subject matter thereof solely attributable to Masters or Videos hereunder, less all of Company’s custom manufacturing, duplication, and packaging costs, less all advertising expenses and less any costs or expenses that Company incurs (such as, without limitation, production costs, Mechanical Royalties and other copyright payments, AF of M and other union or guild payments).

14.28. “Net Sales” – one-hundred percent (100%) of all sales of Records paid for and not returned (or such lesser percentage [not to be less than ninety percent (90%)] upon which Company’s principal Distributor in the Territory concerned pays Company), less returns and credits, after deduction of reserves against anticipated returns and credits.

14.29. “Performance” – singing, speaking, conducting, or playing an instrument, alone or with others.

14.30. “Person” – any individual, corporation, partnership, association or other organized group of persons or legal successors or representatives of the foregoing.

14.31. “Phonograph Record” – a Record in a physical, non-interactive Record configuration (e.g., a vinyl disc, a cassette tape, a Compact Disc, a videocassette, etc.) as created by the manufacturer and/or distributor prior to its placement in distribution channels intended to reach the consumer.

14.32. “Recording Costs” – all amounts described in paragraph 4.01 above (other than so-called “per record” union payments) plus all other amounts representing direct expenses incurred by Company in connection with the recording of Masters hereunder (including, without limitation, travel, rehearsal, vocal coaching, musical instrument lessons, equipment rental and cartage expenses, costs incurred in connection with sampling, remixing and/or “sweetening”, advances to individual producers, transportation costs, hotel and living expenses approved by Company, all studio and engineering charges, and all costs necessary to prepare Masters for release on all applicable media including those costs necessary to prepare final, equalized tapes therefor).

14.33. “Record” – all forms of reproduction, now or hereafter known, manufactured and/or distributed primarily for personal use, home use, school use, juke box use or use in means of transportation, including but not limited to sound-alone Recordings, audiovisual Recordings, interactive media (e.g., CD-ROM), and Electronic Transmissions.

14.34. “Royalty Base Price” – the Suggested Retail List Price less all excise, sales and similar taxes included in the price and less the applicable Container Charge.

14.35. “Sample(s)” or “sample(s)” – the embodiment of pre-existing Recording(s) and/or Composition(s) on a Master or Masters hereunder; provided, however, if all rights required for the purpose of manufacturing and distributing Records hereunder may be obtained by Company pursuant to a compulsory mechanical license such embodiment is not a Sample.

14.36. “Side” – a Recording of not less than three (3) minutes of continuous sound.

14.37. “Single” – a Record containing not more than three (3) different Compositions.

14.38. “Suggested Retail List Price” or “SRLP” –

14.39. The words “term of this agreement” or “period of this agreement” or “term hereof” or “so long as this agreement remains in force” or words of similar connotation refer to the initial period of this agreement and the period of all renewals, extensions and substitutions or replacements of this agreement.

14.40. “Territory” – the Universe.

14.41. “Through Normal Retail Channels” – Net Sales other than as described in paragraphs 6.02 (except that the fact that a Record is a compact disc will not in and of itself render such a sale not Through Normal Retail Channels provided it meets all other requirements therefor), 6.03, 6.04, 6.05, and 6.06. Notwithstanding the foregoing, Net Sales of a Multiple Record Album Delivered hereunder in fulfillment of your Recording Commitment with Company’s written consent shall be deemed a sale Through Normal Retail Channels.

14.42. “United States” – the United States of America, its territories, possessions and military exchanges.

14.43. “USNRC Net Sales” – Net Sales Through Normal Retail Channels of the applicable Record sold for distribution in the United States.

14.44. “Video Costs” – any and all costs incurred by Company in connection with the production or exploitation of Videos and/or the acquisition of rights with respect thereto.

14.45. “Videos” – sight and sound Recordings that reproduce the audio performances of recording artists together with a visual image.

14.46. “Website” – a series of one (1) or more interconnected documents or files that are formatted using the Hypertext Markup Language, or any similar language, and that are intended to be accessible by Internet users.

14.47.

15.01. All notices required to be given to a party hereto must be in writing and sent to the address for the party first mentioned herein, or to such new address if changed as described below, in order to be effective. All royalties and royalty statements will be sent to you at your address first mentioned herein. Each party may change its respective address hereunder by notice in writing to the other. All notices sent under this agreement must be in writing and, except for royalty statements, may be sent only by personal delivery, registered or certified mail (return receipt requested), or by overnight air express (or courier shipment if outside the United States) if such service actually provides proof of mailing. The day of mailing of any such notice will be deemed the date of the giving thereof (except notices of change of address, the date of which will be the date of receipt by the receiving party). Facsimile transmissions will not constitute valid notices hereunder, whether or not actually received. A courtesy copy of any notice to Company shall be sent to ___________________________________________________________________.

16.01. Unless otherwise provided herein, as to all matters to be determined by mutual agreement and as to where any approval or consent by a party is required, such agreement, approval or consent may not be unreasonably withheld.

16.02. Unless otherwise provided herein, your agreement, approval or consent, whenever required, will be deemed to have been given unless you notify Company otherwise within five (5) business days following the date of Company’s written request to you therefor.

16.03. The invalidity or unenforceability of any provision hereof will not affect the validity or enforceability of any other provision hereof. This agreement contains the entire understanding of the parties relating to its subject matter. No change of this agreement will be binding unless signed by the party to be charged. A waiver by either party of any provision of this agreement in any instance will not be deemed to waive it for the future. All remedies, rights, undertakings and obligations contained in this agreement are cumulative, and none of them are in limitation of any other remedy, right, undertaking or obligation of either party. Nothing contained herein will be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation, the latter will prevail; but the provision of this agreement which is affected will be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

16.04. Company has the right at any time during the term hereof to obtain insurance on your life, at Company’s sole expense and cost, with Company being the sole beneficiary thereof. You agree that you will fully cooperate with Company in connection with the obtaining of such a policy, including, without limitation, submitting to any required physical examination and completing any documents necessary or desirable in respect thereof. Neither you nor your estate(s) have any right to claim the benefit of any such policy obtained by Company. If you fail your physical examination, such will not be a breach of this agreement, but thereafter Company will have the right to terminate the term hereof.

16.05. Company may assign its rights under this agreement in whole or in part only to any subsidiary, affiliated or controlling corporation, to any Person owning or acquiring a substantial portion of the stock or assets of Company, or to any partnership or other venture in which Company participates, and such rights may be assigned by any assignee. Company may also assign its rights to any of its licensees, if advisable in Company’s sole discretion to implement the license granted. Neither you nor Artist shall be entitled to assign this agreement in whole or in part without the prior written consent of Company. Any assignment or purported assignment not authorized herein shall be null and void, and of no legal force or effect.

16.06. Neither you nor Company will be entitled to recover damages or to terminate the term of this agreement by reason of any breach by the other party of its material obligations hereunder unless the breaching party fails to remedy such breach within thirty (30) days following receipt of the non-breaching party’s notice thereof. The foregoing cure period will not apply to your warranties hereunder, where a specific cure period is provided herein, to your obligation to Deliver Masters hereunder, to breaches incapable of being cured, or to an application for injunctive relief.

16.07. You recognize that the sale of Records is speculative and agree that the judgment of Company with respect to matters affecting the sale, distribution and exploitation of such Records is binding upon you. Nothing contained in this agreement obligates Company to make, sell, license or distribute Records manufactured from the Masters recorded hereunder except as specified herein.

16.08. This agreement has been entered into in the State of Tennessee. The validity, interpretation and legal effect of this agreement is governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within such State. The Tennessee courts (state and federal), located in Nashville, will have exclusive jurisdiction over any controversies regarding this agreement, and the parties hereto consent to the jurisdiction of said courts. Any process in any action, suit or proceeding arising out of or relating to this agreement may, among other methods, be served upon you by delivering it or mailing it in accordance with Article 15 above. Any such process may, among other methods, be served upon Artist or any other Person who approves, ratifies, or assents in writing to this agreement to induce Company to enter into it, by delivering the process or mailing it to you or the other Person concerned in the manner prescribed in Article 15. Any such delivery or mail service will have the same force and effect as personal service.

16.09. In entering into this agreement and in providing services pursuant hereto, you have and will have the status of an independent contractor. Nothing herein contemplates or constitutes you as Company’s agent or employee.

16.10. The headings of the Articles herein are intended for convenience only and will not be of any effect in construing the contents of this agreement.

16.11. This agreement will not become effective until executed by all parties hereto.

16.12. Any and all riders, exhibits or schedules annexed hereto together with this basic document constitute this agreement.

16.13. In the event of any action, suit or proceeding arising from or based on this agreement brought by either you or Company against the other, the prevailing party shall be entitled to recover from the other its reasonable attorneys’ fees and costs in connection therewith in addition to any other relief to which the prevailing party may be entitled.

16.14. You hereby acknowledge that you have been advised to seek the advice of independent legal counsel with regard to the interpretation and legal effect of this agreement and that you have had ample opportunity to do so and have either done so or have voluntarily relinquished your right to do so.

17.01. The term “you” as used in this agreement refers individually and collectively to the members of that group (whether presently or hereafter signatories to or otherwise bound by the terms of this agreement) currently professionally known as ___________ (the “Group”). A breach of any term of this agreement or a disaffirmance or attempted disaffirmance of this Agreement on the ground of minority by or with respect to any member of the Group shall, at Company’s election, be a breach by or with respect to the entire Group.

17.02. Individuals in addition to those presently members of the Group may become members of the Group only with Company’s prior written approval. Additional members shall be bound by the terms of this Agreement relating to the you and you shall cause any additional member to execute and deliver to Company such documents as Company may deem necessary or desirable to evidence that individual’s agreement to be so bound. You shall not, without Company’s prior written consent, record any Master Recordings embodying the performances of an additional member prior to your delivery to Company of those documents, and if you do so, those Master Recordings, if Company so elects, shall not apply towards the fulfillment of your Recording Commitment.

17.03. If any individual member of the Group (“Leaving Member”) ceases to be an actively performing member of the Group (e.g., that individual ceases regularly to record or perform live as a member of the Group or ceases regularly to. engage in other professional activities of the Group), you shall promptly give Company written notice thereof by certified or registered mail, return receipt requested. You shall designate a replacement member for that Leaving Member and Company shall have the right to approve of that replacement member. The replacement member shall be bound by the terms of this contract relating to you and you shall cause a replacement member to execute and to deliver to Company such documents as Company may deem necessary or desirable to evidence that replacement member’s agreement to be so bound. You shall not, without Company’s prior written consent, record any Master Recordings embodying the performances of a replacement member prior to your delivery to company of those documents, and if you do so, those Master Recordings, if Company so elects, shall not apply towards the fulfillment of your Recording Commitment.

17.04.

17.05. Notwithstanding any of the foregoing, if any member of the Group shall be a Leaving Member or if the Group shall completely disband, Company may, without limiting Company’s other rights and remedies, terminate the Term of this agreement by written notice to you and shall thereby be relieved of any obligations or liabilities hereunder, except Company’s obligations with respect to Masters recorded prior to that termination. In the event Company elects to so terminate the Term of this agreement, paragraph 17.03 above shall be applicable to each member of the Group as if each member were a Leaving Member.

17.06. [If a Key Member (as defined below) shall become a Leaving Member and Company does not terminate the Term of this agreement, then with respect to each Album delivered under the agreement subsequent to the date on which that Key Member became a Leaving Member, the Advances set forth in Article 5 and the royalty rates set forth in Article 6 above shall be reduced by multiplying the advance amounts and the royalty rates, respectively, by a fraction, the numerator of which is the number of individuals in the Group after the Leaving Member became a Leaving Member, and the denominator of which is the number of individuals in the Group prior to the Leaving Member becoming a Leaving Member. As used herein, the term “Key Member” shall mean a member of the Group whose contribution to the Group, in the recording studio, at live performances, as a songwriter or otherwise, is, in Company’s opinion, material.]

17.07. If any member of the Group shall become a Leaving Member, that member shall not have the right thereafter during the Term to use any name utilized by the Group or any name similar thereto. Without limiting the generality of the foregoing, that member shall not, in connection with any of his or her professional activities, use the phrase (formerly a member of (“any name used by the group”)) or any similar expression.

17.08. All notices, statements or other correspondence to a Leaving Member shall be sent by Company to your address above, or at such other address of which that Leaving Member shall have advised Company in writing.

17.09. Unless Company receives instruction from you in writing otherwise, Company shall pay all royalties and advances due you hereunder to: ______________ c/o _________________________.