Firespace Recordings

Agreement between Firespace Recordings (hereinafter referred to as "the Label", “we”, “us”, “our”) and the person or persons (hereinafter referred to as “the Artist”, “you”, “your”) collectively named herein in the section designated as Artist identification. 

Firespace Recordings is registered in the Netherlands with COC: 66661080 whose registered office is at Ir. J. P. van Muijlwijkstraat 2-25 6828 BS Arnhem.

1. Each master shall be subject to Label's approval as technically satisfactory for the manufacture and sale of Records. Notwithstanding the foregoing, artist is encouraged to experiment with styles, preferably compared to previous releases by artist. All masters shall be produced by producers mutually approved by Artist and Label. 

2. Artist may re-record songs if requested by the Record Label. This is to be done on an individual basis per song. The record Label reserves the right to decline a recording, if the artist refuses to co-operate.

MASTER RIGHTS:

1. To manufacture, advertise, sell, distribute, lease, license, or otherwise use or dispose of the masters and Records embodying the songs, in any or all fields of use, including Digital Transmissions, by any method now or hereafter known, upon such terms and conditions as Label may elect or, in its sole discretion, refrain therefrom

2. To use and publish the names (including all professional, group, and assumed or fictitious names), photographs and biographical material or Artist, in connection with the promotion, exploitation and sale of Records

3. To release derivatives of any one or more of the masters on any medium or device now or hereafter known, under any name, trademark or Label which Label and its Licensees may from time to time elect.

4. Notwithstanding Label’s rights set forth in this paragraph, Label agrees that it will not, without Artist’s written permission, license any master recorded and released hereunder in the following exploitations: for synchronisation in films with an 18 rating or greater, synchronisation in a scene in any audiovisual production involving nudity, synchronisation in any media advertisement containing any political message or sales of products involving personal hygiene, liquor, or any moral questionable products.

Distribution agreement: Label shall secure retail distribution for the sound recording released under the term by an independent distributor or otherwise agreed by artist capable of national distribution (“National Distributor”) no later than six (6) months after delivery of the masters by Artist. 

Label shall release, any master recorded under this agreement within six (6) months after delivery of the respective master via normal retail channels in configuration of a compact disc and/or digital format through a National Distributor. In the event Label fails to release the master as set forth herein, Artist shall give written notice to Label of its failure to release pursuant to this paragraph. Label shall have an additional sixty (60) days from the date of receipt of written notice by Artist of Label’s failure to release, to secure a National Distributor and release the sound recording. If Label fails to release the master with a National Distributor within sixty (60) days following receipt of written notice by Artist, Label shall have no right to exercise this agreement to the master and the agreement shall terminate by its own terms with neither party having any future obligations to the other except as it relates to the rights granted for any master recorded and released by Label including, but not limited to, the payment of royalties to Artist.  

Label shall use reasonable endeavours to procure the release in as many territories as possible of the master hereunder. In the event that Label has not procured the release of the master in as many as possible territories within twelve (12) months of the master release thereof and such failure continues for sixty (60) days after Label has received from Artist written notice of such failure then Artist shall be entitled to terminate this agreement with respect to any of the above territories in which the master remains unreleased and all rights from Label in the unreleased master shall revert to Artist with respect to that territory without further formality.

Artist may purchase from Label records for sale at its live performances at Label’s best wholesale price based for sales on like quantities. Gross Receipts paid by Artist to Label for these units will be used to reimburse Label for Expenses; they will not, however, be royalty-bearing units under this agreement. Artist shall be restricted from selling sound recordings purchased from Label for direct person to person sale and shall not be offered for sale by Artist through Artist’s website or any other distribution network. 

Artist shall not be prohibited from performing as a so-called "side artist" for third parties. In connection with any such sound recording for anyone other than Label, the following conditions shall apply:

1. On any liner or inserts, Artist's name shall not appear in larger size type than any other side artist

2. Only the Artist may appear on the same sound recording without Label's written consent 

3. Artist is allowed to render a solo performance without prior consent to Label.

The Artist's obligations under this agreement are joint and several. All references to "Artist" include all members of the group collectively and each member individually, unless otherwise specified herein

1. If any member of Artist ceases to perform as a member of the group ("Leaving Member"), Artist shall promptly give Label written notice of such occurrence (the “Leaving Member Notice").  If the group disbands, each member of the group shall be deemed a Leaving Member

2. Any individuals within the sound recording are allowed to perform, and create masters for other Record Labels - providing that they are not offered to Firespace Recordings for release.

3. If there is a leaving member during the duration of this agreement, the Record Label may continue the agreement - providing that both parties agree to the offer. In this event, a meeting shall be scheduled to discuss options regarding the artist and the Record Label.

4. Artist grants to Label an irrevocable option to engage the exclusive services of a Leaving Member as a recording artist.  Said option, with respect to such individual, may be exercised by Label by giving Artist notice at any time before the expiration of sixty (60) days after Label's receipt of the Leaving Member Notice.  In the event of Label's exercise of such option, Artist and such Leaving Member shall be deemed to have entered into an agreement with Label upon all the terms and conditions of this agreement except that Label shall have the right to exercise the same number of options to extend the terms of this agreement for the Leaving Member as such options are available to Label for Artist; and all Royalties and compensations payable hereunder to Leaving Member shall be equal to those Label is obligated to pay Artist.

5. A Leaving Member shall not, without Label's consent, use the professional name and all properties of the group in any commercial artistic endeavour; said professional name shall remain the property of the group who continue to perform their obligations hereunder and whose engagements are not terminated.

All musical compositions or material recorded pursuant to this agreement, which are written or composed, in whole or in part, or owned or controlled directly or indirectly by Artist or any producer of masters subject thereto (herein "Controlled Compositions") appearing on the masters and released on Records hereunder, shall be and are hereby for the term licensed to Label for the Territory for Controlled Compositions appearing on sound recordings released by Label. 

During this agreement and thereafter when specifically set forth, Label shall receive and collect: 

1. all Gross Receipts derived from advances, royalties or fees or income derived from the sales or licenses of the masters recorded hereunder including but not limited to sales of sound recordings

2. except for collection and distribution of the performance royalties as set forth in paragraphs 15 and 16 of this agreement, all Gross Receipts derived from advances, royalties or fees paid to Artist for publishing income derived from the exploitations and licenses of the Controlled Compositions issued by Label

3. during the agreement only and subject to the terms of paragraph INDEMNIFICATION of this agreement, all Gross Receipts derived from advances, royalties or fees paid for Live Performances  by Artist and procured by Label. 

Minus the fees and all recoupable costs, Label agrees to pay royalties (“Royalties”) to Artist as follows:

1. Sixty percent (60%) of Net Receipts in respect to the commercialisation of the Works.

2. Sixty percent (60%) of the Net Receipts received by Label as a result of exploitation of the Works in relation to coupling and/or synchronisation of the Works with visuals in any digital or physical format for the purpose of, including but not limited to advertising and promotion.

3. An additional Twenty percent (20%) of the Net Receipts received by Label over Royalties 1 & 2 if the Mixdown and Mastering is fully covered by Artist and the final master is approved by Label.

Payments as to royalties payable hereunder shall be sent by Label to Artist on a quarterly basis, no more than 90 days after the month ending the quarterly period being March 31, June 30, September 30, and December 31 together with payment of accrued Royalties, if any, earned by Artist hereunder during quarterly period. 

1. Royalties in respect to Gross Receipts received outside of the Netherlands shall be computed in the national currency in which Label is paid and shall be credited to Artist's royalty account hereunder at the same rate of exchange as Label is paid, and shall be proportionately subject to any transfer or comparable taxes that may be imposed upon Label's receipts.

2. Artist shall be deemed to have consented to all royalty payments and all other accountings rendered by Label hereunder and each such royalty payment or other accounting shall be conclusive, final, and binding and shall not be subject to any objection for any reason whatsoever unless specific objection in writing, stating the basis thereof, is given by Artist to us within one (1) year after the date rendered.

3. Label shall maintain books of account concerning the all exploitations of the rights granted to Label hereunder including sale of Records, Merchandise, Publishing or Live Performances.  Artist, or an accountant, in Artist's behalf, may, at Artist's sole expense, examine our said books relating to the all exploitations of rights hereunder solely for the purpose of verifying the accuracy thereof, only during our normal business hours and upon reasonable written notice.  Label's books relating to any particular royalty payment may be examined as aforesaid only within one (1) year after the date rendered and Label shall have no obligation to permit Artist to so examine our such books relating to any particular royalty payment more than once.

4. In respect of your Entertainment Services, Label shall keep and maintain four (4) separate, distinct and non-cross-collateralised sets of accounts, in respect of:

   1. Artist’s Services in relation to your activities as recording artists; 

   2. Artist’s Services as songwriter and composer; 

   3. Artist’s Services in relation to merchandise and

   4. Artist’s services in relation to live performances.

During the term of this agreement and for as long as Label shall be entitled to the rights granted to it under this agreement, including the sale of Records or to sell or distribute Merchandise or exploit Artist’s Controlled Compositions, Artist hereby licenses to Label the non-exclusive right, and to license others the non-exclusive right, to use Artist's name, approved likeness, voice, approved biographical material or other identification for use in association with any promotion, marketing or advertising, in any medium now known and existing or that is created in the future. However, during the term of this agreement, Artist will not license or consent to the use of Artist's name, likeness, voice, biographical material or other identification, for or in connection with the recording or exploitation of Records under this agreement by or for anyone other than Label. This paragraph shall not limit Label’s rights it has been granted in this agreement regarding Merchandising Rights set forth in this agreement. 

Artist warrants and represents the following:

Artist is not now and during the term shall not be a party to or bound by any agreement or agreement that will interfere in any manner with the manufacture and marketing and sale of the Recording by Label. Artist is under no disability, restriction or prohibition with respect to Artist's right to sign and perform under this agreement. 

1. The Compositions and performances embodied in the Recordings, and any use thereof by Label or its grantees, licensees, or assigns, will not violate or infringe upon the rights of any third party.  Artist has secured all proper licenses for the right to perform and record all or any part of the performances or recording embodied on Artist's master including for the use of any third party's recording or composition for use in what is commonly known as "sampling", "replay", or "interpolation". 

2. Artist expressly acknowledges that Artist’s services hereunder are of a special, unique, and intellectual character which gives them peculiar value. Artist expressly agrees that in the event Artist shall breach any provisions of this agreement, Label shall be entitled to seek injunctive relief and/or damages, as Label may deem appropriate, in addition to any other rights or remedies available to Label, and Label shall have the right to recoup any such damages resulting from any such breach, which shall be reduced to a final, adverse judgment, from any monies which may be payable to you hereunder or under any other agreement between Artist and Label or Label’s our affiliates.

3. Artist warrants that it is the sole owner of its professional name and that Artist has the sole and exclusive right to use and to allow others to use the Artist's professional name in connection with Artist’s Entertainment Services. 

4. Artist understands that the record industry and sales of records is speculative and that Label makes no warranty or representations as to the success of the sales of Artist's Records distributed and sold hereunder. 

5. Artist hereby warrants and represents that it has the right to enter into this agreement and to grant to Label any rights granted herein, and that the exercise by Label of any and all rights with respect to the Controlled Compositions will not violate or infringe upon any common law or statutory rights of any person, firm or corporation, including without limitation, agreementual rights, copyrights and rights of privacy.  The rights granted herein are free and clear of any claims, demands, liens or encumbrances.  Artist acknowledges that Label has the right to administer and publish compositions other than Artist’s Controlled Compositions.

6. The rights of the parties hereto in and to each Controlled Compositions shall extend for the full term of the copyright of said Controlled Compositions and of any derivative copyrights therein the Territory. 

7. The parties hereto shall execute any further documents including without limitation, assignments of copyrights, and do all acts necessary to fully effectuate the terms and provisions of this agreement. 

Label reserves the right by written notice to Artist to suspend its obligation hereunder and/or to extend the expiration date of the then-current agreement Period for the duration of the following contingencies if by reason of such contingencies it is materially hampered in the recording, manufacture, distribution or sale of Records, or its normal business operations become commercially impractical: labour disagreements, fire, catastrophe, rampant diseases, racial tension, disfunctional government (bodies), conflicting laws, shortage of materials or any cause beyond Label's control.

Nothing contained herein shall constitute a partnership between or a joint venture by Label and Artist. 

The Artist’s obligations under this agreement are joint and several. All references to "Artist" include all members of the group collectively and each member individually, unless otherwise specified herein.

“Artist" shall refer to the members of the group as presently comprised and such other individual(s) who at any given time during the term hereof shall then comprise the group.   Any substituted individual of Artist’s group will be deemed a party to this agreement and shall agree in writing to be bound by all of the terms and conditions of this agreement. Artist shall promptly deliver to Label any documents as Label may require executed by such substituted member, as Label, in its judgment, may deem necessary or advisable to effectuate the institution of such substituted member.