Sample Recording Contract
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THIS AGREEMENT IS MADE ON THE......OF ....January.... 2004
BETWEEN: ................... (Hereafter known as 'The Artiste')
AND: ....................... (Hereafter known as 'The Company')
NOW IT IS HEREBY AGREED as follows.
1. RECORDING COMMITMENT
1.1 The artiste HEREBY UNDERTAKES, during the term, to perform and record and deliver to the company, fully edited and mixed masters sufficient to constitute the Minimum Recording Commitment. The Artiste shall record such compositions the choice of which shall be subject to the agreement of the company.
1.2 Recording of so-called ‘live performances' of the Artiste shall not apply in the reduction of the Minimum Recording Commitment unless otherwise mutually agreed by the Artiste and the Company.
1.3 Delivery by the Artiste of the Minimum Recording Commitment in respect of any Contract Period (as applicable) shall be not later than 120 days following commencement of the recording thereof.
2. GRANT OF RIGHTS
The Artiste as Beneficial Owner HEREBY GRANTS, TRANSFERS AND ASSIGNS to the Company by way of present and future assignments:-
2.1 The sole and exclusive right throughout the Territory in respect of the Masters to manufacture records there from and to sell, release, license, advertise, and otherwise deal or dispose of the same or refrain there from, and the right to authorise others to do any of the foregoing as the Company shall in its reasonable commercial judgement, deem appropriate, which right includes without limitation the right:-
(a) To use and allow others to use the name (including without limitation the present professional name of the Artiste or any future professional name) approved likenesses and approved biographical material of and concerning the Artiste in connection with the promotion and publicity of the Records, the Artiste, and the Company.
(b) To perform publicly or to permit the public performance of the Masters and records and the Artiste's performances embodied therein throughout the Territory.
2.2 The entire copyright and all other right title and interests in and to the Masters and the Records shall vest solely in the Company for the entire period of copyright and all extensions and renewals from then and thereafter in perpetuity for exploitation by any means whether now known or hereafter invented throughout the world free from all restrictions and free from moral rights which rights the Artiste hereby expressly waves.
3.1 The expression 'the Term' shall mean a period commencing on the date of signature and continuing for twelve (12) months ('the Initial Contract Period') and for the additional Contract Period(s) (if any) by which such term may be extended consequent upon the Company's exercise of the options granted to the Company under the provisions of clause 3.2 below.
3.1.2 Options should be exercisable at the Company's discretion by notice in writing to the Artiste served at any time during and prior to the expiration of the Initial Contract Period or the then current Contract Period or consequent upon any provisions herein contained for the suspension or extension of the contract.
3.2 The Artiste hereby irrevocably grant to the company a first, second and third and fourth and fifth options to extend the Term of this Agreement for a first, second and third and fourth and fifth Contract Period (as applicable) from now on called 'the First Contract Period', 'the Second Contract Period', and 'the Third Contract Period', and 'the Fourth Contract Period' respectively.
4.1 The Artiste undertakes to record Masters for the Company during each Contract Period as follows:-
(a) in respect of the Initial Contract Period - sufficient Masters to constitute three (3) singles
(b) in respect of the First Contract Period - sufficient Masters to constitute one (1) album
(c) in respect of the Second Contract Period - sufficient Masters to constitute one (1) album and one (1) single
(d) in respect of the Third Contract Period - sufficient Masters to constitute one (1) album and one (1) single
(e) in respect of the Fourth Contract Period - sufficient Masters to constitute one (1) album and one (1) single
(f) in respect of the Fifth Contract Period - sufficient Master to constitute one (1) album and one (1) single.
5.1 The Artiste undertakes and agrees with the Company that the Artiste will not:-
5.1.1 During the Term render any Services with or without others to any person or firm or company other than the Company whereby the product of such services may be recorded in any form for the purpose of manufacturing and release of records in any part of the Territory subject to clause 5.2 below.
5.1.2 For a period of five (5) years immediately following the expiry of the Term (that date five years from the expiry of the Term being referred to as the 'Restriction Date') perform any musical composition recorded by the Artiste.
5.2 During the Term of this Agreement (and any extension after expiry) the Artiste will not for any reason whatsoever give or sell the Artiste's Services under the Artiste's own or professional name or anonymously to any other person, firm, or corporation, other than the Company, without first obtaining the Company's prior written consent (such consent not to be unreasonably withheld) but nothing here contained shall preclude the Artiste from giving or selling the Artiste's non-musical services for motion picture films, theatre or broadcasting (whether or not accompanied by television) provided such services are not reproduced as records (save as otherwise permitted hereunder) and do not derogate from the Artiste's obligations hereunder and the Artiste undertakes to have this condition included in any contract for such services performed during the Term or the period referred to in clause 5.1.2.
5.3 The Artiste agrees that the Artiste's services are unique and extraordinary and the loss thereof cannot be adequately compensated in damages and the Company shall be entitled to seek equitable relief to enforce the provisions of this Agreement.
5.4 The Artiste hereby acknowledges and agrees that the Company shall not be liable in any way in consequences of its failure to use the Artiste's Services notwithstanding having advertised use of the same.
5.5 Any member of Artiste may perform as a so-called 'side-man' musician or backing vocalist on recordings of featured art artists other than artist subject to the following conditions:-
5.5.1 Such performances shall not interfere with the performance of any of the Artiste's material obligations as stated in this contract.
5.5.2 Artiste may not perform a solo or so-called 'step out' performance on any such recording for longer than 20 seconds.
5.5.3 Artiste may not receive front cover album credit or credit on advertisements placed in connection with such records or any other credit except on album labels or liner notes of records embodying the Artiste's performances as a side-man and in the size and place no more prominent than that accorded to side-man musicians and backing vocalists other than the Artiste whose performances are also embodied in that record.
5.5.4 The Company shall receive customary credit on all album liners upon which the Artiste shall receive any credit (on all such tape labels on which any other record company receives courtesy credit).
5.5.5 The Company shall have no financial obligation to Artiste or to any other person, firm or corporation by reason of the Artiste's performance as a side-man musician or backing vocalist.
5.5.6 Not more than two (2) members of Artiste may perform as side-man on any particular recording.
6. WARRANTIES AND REPRESENTATION
The Artistes warrants, represents, and agrees as follows:-
6.1 The Artiste is the absolute beneficial owner of all the rights granted, transferred, and assigned to the Company, and the Artiste has not done any act or omitted to do any act in derogation of such grant transfer and assignment, and that the Artiste has the right power and authority to enter into this Agreement and to grant the Company all rights and title granted by the Artiste or Company.
6.2 The Artiste hereby grants such consents which are required pursuant to the provisions of the Copyright Designs and Patents Act 1988 (and any statutory modification or re-enactment thereof).
6.3 The Artiste is not a minor.
6.4 The Artiste is or will forthwith following execution of this Agreement become and will remain to the extent necessary to enable the performance of this Agreement a member in good standing of all labour unions or guild membership in which may be lawfully required for the performance of the Artiste's Services hereunder (including without limitation the Musicians Union).
6.5 The Company shall not be required to make any payments of any nature for or in connection with the acquisition, exercise, or exploitation of rights by the Company pursuant to this Agreement except as specifically provided in this Agreement.
6.6 The Records shall not contain any defamatory or obscene material.
6.7 The Artiste shall at the request of the Company do all acts and execute all documents to confirm the grant transfer and assignments of rights hereunder.
The Artiste fully takes the responsibility (indemnifies) the Company harmless against any liabilities, costs and expenses (including legal fees) arising out of the misrepresentation of warranties given.
7.1 Artiste fully and effectively indemnifies and holds the Company harmless against any liabilities, costs and expenses (including legal fees) arising out of the representatives and warrants on the part of the Artiste made hereunder.
8.1 The Company shall pay to the Artiste a sum equal to fifty percent (50%) of the 'net profits' received by the Company in respect of the sale or other exploitation by the Company or its licensees of Records embodying the Masters and in respect of any other exploitation by the Company or its licensees of the Masters. The Artiste's share of the net profits is sometimes referred to as 'Profit Payments'.
8.2 As used herein the term 'gross income' shall mean any and all gross receipts actually received by the Company in respect of the sale of phonograph records embodying the Masters. The Artiste acknowledges and agree that in determining actual receipts payable to the Company hereunder the Company shall be entitled to deduct all discounts, rebates, returns, credits, and similar allowances afforded its third party customers.
8.3 'Net Profits' shall mean all gross Income received by the Company in respect of the Masters less all Direct Costs. In computing Net Profits hereunder the Company may retain as a reserve against charges, credits, or returns, such portion of the Gross Income as shall be reasonable in the Company's opinion.
8.4 'Direct Costs' shall mean all costs and expenses actually paid or incurred by the Company in respect of the Masters, including without limitation;
(a) All costs of manufacturing and exploiting Records hereunder including without limitation the direct costs of pressing disc phonograph records, including the costs of making the metal masters, mothers and stampers, and test pressings, the costs of mastering including CD and DAT mastering, the cost of duplicating pre-recorded tapes, the costs of formulations and preparation of artwork, including the costs of the colour separation in connection therewith the costs of fabricating jackets, covers, and other packaging materials, including the costs of printing the album jackets, tape inserts, and all other costs of manufacturing records and the packaging.
(b) Shipping and freight costs incurred by the Company in shipping Records hereunder to the distributors, subdistributors, or others.
(c) Costs of storage incurred by the Company in respect of Records hereunder.
(d) All fees, charges, commissions, or other costs incurred by the distributor of the Records hereunder which are payable to the Company or charged against sums payable to the Company by such distributor.
(e) All advertising costs incurred by the Company.
(f) All costs incurred by the Company related to the distribution, merchandising, exploitation, or promotion of the Records hereunder, including without limitation the direct costs of materials relating to or utilised in connection with the preparation of advertising or merchandising, campaigns, displays, etc.
(g) Costs of any additional personnel engaged by the Company for the purpose of advertising or promotion of the Records and Masters hereunder provided if any such personnel shall render services in connection with Records hereunder, and other phonograph records for other artistes and shall not invoice the Company separately for each of such services, the payments to such personnel shall be pro-rated based on the proportion for which services are rendered in connection with Records hereunder as calculated by the Company in good faith.
(h) Legal costs paid or incurred by the Company in connection with entering into any agreements with any third parties in respect of Records embodying the Masters hereunder (but specifically excluding this Agreement).
(i) Any and all taxes which may be imposed by any taxing jurisdiction as a result of the production of the Masters hereunder or in connection with the distribution and sale thereof.
(j) All recording costs including costs expended in producing audio visual materials paid or incurred by the Company in connection with the recording of the Masters hereunder.
(k) All royalties payable to any individual producer and/or any session musicians.
(l) All mechanical royalties payable to the Company in respect of the Records other than mechanical royalties payable with respect to Controlled Compositions. Mechanical royalties payable in respect of Controlled Compositions shall be deducted from and payable solely from the Artiste's share of the Profit Payments.
Where practical budgets will be prepared by the Company and agreed between the Artiste and the Company prior to the actual expenditure being incurred.
8.5 The Company shall be entitled to recoup from Profit Payments all loans and advances paid by the Company to the Artiste (including without limitation any tour support advanced).
8.6 Should the recordings of the Artiste hereunder be coupled on a record with recordings not subject to this Agreement in full consultation with the Artiste then the Artiste's share of Profit Payment shall be that proportion of the rate otherwise applicable that the number of tracks derived from the Master and embodied in any compilation record bears to the total number of tracks comprising any such compilation record.
If the Company exercises the Company's option to extend the Contract Period other than the First Contract Period as set out in clause 3 above on the date of exercise of each option the Company shall pay to the Artiste an advance equal to three quarters (75%) of the royalties payable to the Artiste in respect of the Album recorded in the prior Contract Period calculated as at the date of exercise of such option and such advance shall be recoupable from all royalties due to the Artiste in respect of any Recordings. Such advances shall e subject to a minimum and maximum payment as follows:-
(a) In respect of the Second Contract Period - minimum payment of £1000 - maximum payment of £5000.
(b) In respect of the Third Contact Period - minimum payment of £2000 - maximum payment of £1000.
(c) In respect of the Fourth Contract Period - minimum payment of £4000 - maximum payment of £20,000.
(d) In respect of the Fifth Contract Period - minimum payment of £8000 - maximum payment of £40,000.
10. ROYALTY ACCOUNTING
10.1 Accounts between the Company and the Artiste shall be taken at June 30th and December 31st in each year or such alternative semi-annual dates as the Company shall reasonably deem necessary and notify the Artiste in writing ('the Account Dates') and the Company shall (subject to any fiscal regulatory consents) pay any sums due to the Artiste within ninety (90) days of the Account Dates, such payment to be accompanied by a statement setting forth in reasonable the computation of the amount thereof. All statement shall be binding on the Artiste and not subject to objection unless specific objection in writing stating the basis thereof is given to the Company within 30 days from the date of the statement in question is rendered. The Company shall be entitled to deduct and recoup from all Profit Payments (if any) payable to the Artiste hereunder all monies due to the Company under this Agreement including without limitation any advances paid to the Artiste, any sums required to be paid to third parties (including without limitation independent producers) that Company may be required or obligated to with respect to the manufacture, sale, or other exploitation of the Masters hereunder and any sums which the Company may be required by any governmental regulations to deduct therefrom. The Company shall be entitled to establish a reasonable reserve for record returns and credits.
10.2 The Artiste shall have the right at its sole cost and expense not more than once in each twelve (12) month period to appoint a qualified accountant to inspect the Company's books and accounts relating to the sales of records hereunder during usual working hours and at such a place at which such books and accounts are kept.
10.3 Profit Payments for records sold for distribution outside the United Kingdom ('foreign sales') shall be computed in the national currency in which the Company is paid by its licensees and shall be paid to the Artiste at the same rate of exchange at which the Company is paid. If the Company is unable for reasons beyond its control to receive payment for such sales in English currency in the United Kingdom royalties therefor or the Artiste's share of the advance shall not be paid to or credited to the Artiste's account during the continuance of such inability and if the accounting subsequent to thereto refers the actual payment of Profit Payments to the Artiste the Company shall notify the Artiste if such inability and shall if able to do so deposit such Profit Payments to the Artiste's credit in such foreign currency in a foreign depository at the Company's sole cost and expense any deposit of such monies as aforesaid shall be in full discharge of the Company's obligation with regard thereto.
11. CONTROLLED COMPOSITIONS
11.1 All Controlled Compositions are hereby licensed to the Company and its licensees for the United States of America and Canada at a royalty rate per Controlled Composition equal to three quarters of the minimum compulsory licence rate applicable under the copyright law of the USA (or Canada, as applicable) at the time the recording embodying such Controlled Compositions is released (the 'Applicable Rate') Provided that the maximum aggregate mechanical copyright royalty rate which the Company or its licensees shall be required to pay in respect of any Record embodying the Masters of Controlled Compositions regardless of the total number of compositions contained thereon shall not exceed twice the Applicable Rate in respect of any Single or three times the Applicable Rate in respect of any so-called 12inch Single or ten times the Applicable Rate in respect of any Album. The Company shall have the right with regard to any Single or Album in respect of which the total mechanical copyright royalty payment liability exceed the maximum aggregate Applicable Rate to deduct such excess payable thereon from any and all Profit Payments payable to the Artiste pursuant to this agreement.
11.2 Mechanical copyright royalties payable to the Artiste hereunder shall be paid only in respect of Records which require payment of royalties to the Artiste pursuant to this agreement and notwithstanding anything to the contrary contained in this agreement in the event that the terms and conditions of the Company's agreement(s) with its licensees in the United States and/or Canada shall provide for the non-payment of or a reduced rate of payment of mechanical copyright royalty in respect of Controlled Compositions then the mechanical copyright royalty payable by the Company hereunder shall be correspondingly reduced but the effect of such reduction shall not be to reduce the payment in respect of each Controlled Composition to less than three quarters of the Applicable Rate.
11.3 Any assignment made of the ownership or copyright in or right to license the use of any Controlled Compositions shall be made subject to the provisions hereof whether or not such assignment thereof shall be made before or after the date hereof.
11.4 The Artiste hereby covenants and undertakes that the compositions will be available to the Company in the United Kingdom and in all other territories for use at the lower of
(a) the rate agreed by the Company or its licensees with any music publishing industry association for the payment of any mechanical copyright royalties in respect of Records sold or
(b) the rate agreed by the recognised record industry association in the particular territory with any music publishing industry association for the payment of mechanical royalties in respect of Records sold therein.
12. RECORDING COSTS
12.1 The Company shall be solely responsible for and agrees to pay and be responsible for all of the recording costs incurred in the making of the Masters constituting the Minimum Recording Commitment which costs shall be deemed to be included in 'Direct Costs' (defined above). In the event that the Company shall agree to pay any recording costs in excess of the budget mutually agreed by the Artiste and the Company or in any way becomes liable for any part thereof then the Company shall be entitled to deduct the full amount of such excesses from any monies payable to the Artiste hereunder including without limitation from Profit Payments or from advances.
12.2 If the Company shall be required to make a payment to a producer of the Masters by way of an advance or royalty any such payment shall be deducted from advances and/or Profit Payments payable to the Artiste hereunder. If any Master is recorded in circumstances which render that company liable to make a per record royalty payment to any third party then any such payment shall be deducted from payments due to the Artiste hereunder.
13.1 The Artiste acknowledges and confirms that the Company shall possess so all so called 'merchandising rights' in respect of the Artiste on the same terms as the recording rights noted above.
14. PRESS PROMOTION AND ARTWORK
14.1 The Artiste shall from time to time at the Company's request whenever the time shall not unreasonably interfere with the Artiste's other professional engagements attend at such times and places as the Company may reasonably require:-
(a) For photographic sessions and artwork.
(b) For press interviews.
(c) To make personal radio and television appearances.
(d) To make any other similar publicity appearance.
14.2 The design of the artwork for the packaging/container of each record to be released hereunder shall be decided upon by the Company based upon ideas therefor initially proposed by either party to the other and the Company shall obtain the Artiste's prior consent before exploiting any such artwork (such consent not to be unreasonably withheld). The Company shall be responsible for the actual preparation/manufacture of the subject packaging/container in accordance with the designs.
14.3 Notwithstanding anything to the contrary herein the Company hereby reserves the right to insert in packaging of Records hereunder material selected by the Company such material not to be of an obscene or defamatory nature but primarily intended to promote environmental and social causes.
15. Loan out companies
If at any time the Artiste shall be desirous of entering into any agreement with any person, corporation, or partnership, would become entitled to any of the Artiste's Services under this Agreement with the right to loan out or otherwise make such Services available to the Company then the Artiste shall first inform the Company and shall at the same time as the Artiste enters into any such agreement procure such person, corporation, or partnership to enter into any such agreement with the Company in respect of such Services on the same terms and conditions (mutatis mutandis) as those set out in this Agreement and the Artiste will enter into an inducement letter addressed to the Company in respect of such agreement which shall contain such warranties undertaking guarantees and indemnities as the Company shall reasonably require but not so as to be more onerous upon the Artiste than any such contained in this Agreement.
If during the term hereof the Company should enter into a contractual or other relationship or arrangement with a company under control of the Company or whereby the Company's services hereunder are to be made available to the Artiste by such company the Artiste shall not raise any objection thereto and shall upon request by the Company enter into an agreement (hereinafter called "the New Agreement") upon the same terms (mutatis mutandis) as are herein contained with such company and thereupon shall release and discharge the Company from all liability to the Artiste hereunder (save in respect of any matters antecedent to such New Agreement).
17.1 Without prejudice to the Company's other rights and remedies hereunder the Company shall be entitled to terminate the Term of this Agreement by notice in writing to the Artiste if the Artiste shall be in material breach of any of its obligations hereunder and fails to remedy such breach (if capable of remedy) within thirty (30) days after the Company's request to do so if such breach is incapable of remedy.
17.2 Without prejudice to the Artiste's other rights and remedies hereunder the Artiste shall be entitled to terminate the Term of this Agreement by notice in writing to the Company if the Company shall be in material breach of any of its obligations hereunder and fails to remedy such breach (if capable of remedy) within thirty (30) days after the Artiste's request to do so or if such breach is incapable of remedy.
18. ARTISTE'S LEAVING PROVISION
18.1 It is acknowledged that the Artiste currently comprises a group known under the professional name mentioned at the head of this Agreement and that although this Agreement covers the services of the Artiste primarily as the group (heereinafter called "the Group") performing under the said name it shall nevertheless extend to include individually and collectively subject to the provisions of this clause 18 and 19 set out below.
18.2 Should any member of the Artiste cease to be a member of the Group the Company may at the option of the Company terminate the Term of the Agreement insofar as it relates to:-
(a) such individual member of Artiste ceasing to be a member of the Group and/or
(b) the remaining members of the Group.
18.3 The Company's exercise of either of its options pursuant to sub-clause 18.2 above shall be exerciseable by written notice given following a change in the Group membership but not later than three (3) months after the Company has received written notice of such fact.
18.4 If any other person joins the Group (whether or not any member of the Artiste herein named shall cease to be a member) the Artiste shall procure such joining member shall become party to this Agreement and shall sign any document required by the Company to give effect to this provision.
18.5 If the Company elects not to terminate in such event as to such individual resigning or ceasing to be a member this Agreement will continue in full force and effect as to such individual who will be requested so to do by the Company within the said three (3) month period enter into a separate agreement with the Company upon the same terms and conditions (mutatis mutandis) as are herein set forth for the unexpired portion of the Term hereof.
In this Agreement the following expressions shall have the following meanings:-
19.1 "Album" shall mean one twelve inch thirty-three and one third rpm record or the equivalent thereof sold in a single package with an aggregate continuous playing time of not less than forty-five minutes.
19.2 "Contract Period" shall mean the longer of twelve calendar months (or in the case of the First Contract Period six (6) calendar months) or one hundred and eighty (180) days from the date of Delivery of the Minimum Recording Commitment to be recorded by the Artiste during each such Contract Period PROVIDED ALWAYS that notwithstanding anything to the contrary herein contained the duration of any Contract Period shall not exceed three (3) years.
19.3 "Controlled Compositions" shall mean all and any compositions owned or controlled in whole or in part by the Artiste to the extent of such part. 19.4 "Delivery" or "Delivered" when used with respect to Master Recordings means the actual receipt by the Company of the fully mixed and edited 1/4 inch tape or DAT tape of the Masters which are of first class suitable technical standard ready for the Company's manufacture of phonograph records the safety master the copy master required by the Company in connection with the release of such Records.
19.5 "Masters" shall mean all original recordings recorded during the Term of this Agreement embodying the performances of the Artiste and any other recordings delivered to the Company hereunder embodying the performances of the Artiste.
19.6 "Minimum Recording Commitment" shall mean the number of Masters to be recorded for the Company during each Contract Period as specified in clause 4.1 above
19.7 "Record" "Records" shall have the meaning attributed thereto by the Copyright Designs and Patents Act 1988 and in addition thereto such additional meanings as hereinafter appearing including without limitation all conventional types of gramophone records now in use (including without limitation compact discs and compact disc videos) as well as tape recordings of all types and any other products and devices now known or unknown by which sound alone or sound coupled with visual images may be recorded for laser instrument or device or via radio television or any other medium whether now known or unknown including without limitation to the foregoing cinematograph film soundtracks and videotapes and any other device by which both visual images and sound may be transmitted to an audience simultaneously or by which the Artiste's performances may be recorded for such use.
19.8 "Recordings" shall mean original sound recordings embodying Masters or combination of sound recordings embodying Masters whether recorded together with visual images or not and whether on magnetic recording tape or wire lacquer or wax disc film or any other substance or material now known or unknown.
19.9 "Services" shall mean all of the services which the Artiste is required to perform hereunder including without limitation performing recording and delivery of masters hereunder the performance recording and delivery of audio-visual performances of the Artiste hereunder.
19.10 "Single" shall mean a recording of sufficient playing time to constitute two sides of one seven inch forty-five rpm record with an aggregate continuous playing time of not less than five minutes.
19.11 "Term" shall mean that period(s) specified in clause 3 above.
19.12 "Territory" shall mean the world and all its territories.
20. LEGAL ADVICE
The Artiste acknowledges that the Artiste has been advised by the Company to seek independent legal advice from a lawyer with experience in the music industry with regard to the terms of this Agreement.
Nothing contained in this Agreement shall be construed as a partnership or contract of employment or agency between the Company and the Artiste and no variation of this Agreement shall be binding unless made in writing and signed by both the Artiste and the person duly authorised to make such variation on the part of the Company.
Any notice required to be given on pursuance of this Agreement shall be given by recorded or registered delivery pre-paid letter post to the party to whom the same is addressed at the address mentioned in this Agreement or to the last known address of the party to be served with such notice and shall be deemed properly served given forty-eight (48) hours from the date of dispatch of same.
23.1 Each option and/or election granted to the Company under the terms of this Agreement including without limitation to suspend the running of one or more periods of time specified in this Agreement to extend the Term of this Agreement or otherwise is separate and distinct and the exercise of any other option or election shall not operate as a waiver of any other option or election unless specifically so stated by the Company in its notice of exercise of such option or election.
23.2 Breach of this Agreement on the part of the Company shall be deemed material unless the Artiste shall have given the Company notice of such breach and the Company shall fail to discontinue the practice complained of (if a practice of the Company is the basis of the claim of breach) or otherwise remedy such breach within thirty (30) days after receipt of such notice of such breach is reasonably capable of being fully remedied within such thirty (30) day period and proceeds with reasonable diligence to complete the remedying of such breach.
23.3 The Company has not made and does not hereby make any representation or warranty with respect to the extent of the sale of records embodying Masters.
23.4 In the event that a winding-up Petition is lodged against the Company and not discharged within twenty-one (21) days or the Company goes into liquidation (other than a voluntary liquidation without insolvency for the purposes of reconstruction of amalgamation) then the Term hereof shall automatically expire.
This Agreement shall be governed by English law and its jurisdiction.
SIGNED BY ...........................................................
For and on behalf of the Company in the presence of:- .....................................
SIGNED By .......................................
SIGNED By .......................................
SIGNED By .....................................
SIGNED By ......................................
SIGNED By .......................................
View Guide to Recording Contracts