Defendsound.com Music Producer Agreement

DefendSound.com MUSIC PRODUCER AGREEMENT AGREEMENT entered into this ____ day of _____________ 2011 by and between _________________________ (“Producer”) at __________________________, ___________________________, California, and _____________________(“Artist”) at _________________________________________, ____________________, California (collectively the “Parties”) with respect to the following: 1.

SERVICES:

Producer will perform all services customarily rendered by producers in connection with the Album. Further, Producer will render mixing and overdubbing services in connection with the Masters and deliver to Company the Masters fully mixed, edited, unequalized and equalized. The Masters will be subject to the approval of Company and Artist, which will not be unreasonably withheld, as technically and commercially satisfactory for the manufacture and sale of the Album by Company. 2.

PRODUCER COMMITMENT

Producer agrees to produce no less than __________ Master Recordings featuring Artist (the “Recordings”) embodying compositions selected by Producer in consultation with Artist, including production of the final mix. It is presently intended that said Recordings will be completed by ____________ 2011. Upon completion and payment of the Producer Advance set forth in par. 3, Producer shall deliver to Artist the following: (a)

Master Quality Final Mix on CD;

(b)

Master Quality Instrumental Mix;

(c)

“T.V. Mix” consisting of Master Quality Instrumental Mix plus background vocals; and

(d) 3.

Acapella Mix consisting of Vocals only.

PRODUCER COMPENSATION

Artist shall pay Producer $____________ per Recording as follows: (a)

$___________ upon execution of this Agreement;

1 DefendSound.com disclaims all liability and makes no representations or warranties.

DefendSound.com (b)

$___________ upon completion and delivery by Producer (“Producer Advance”).

The Producer Advance is recoupable from the sale and/or licensing of the Recordings, if any, but non-returnable. The Producer Advance is inclusive of all fees for Producer, musicians and studio time. In addition to the foregoing, in the event that Artist enters into a recording contract and/or distribution agreement and/or licensing agreement with a third party, and one of the Recordings is selected to be licensed and/or released, Artist and Producer shall negotiate “long form” formal documentation in good faith, which long form shall provide for a ______ Producer Royalty (i.e. ______ of the suggested retail list price or wholesale equivalent less customary deductions). 4.

ROYALTIES: (a) Producer's royalty for net sales of the Album through normal U.S. retail channels (including live shows) will be at the basic rate of _________% based on the wholesale listing price. Producer's royalty rate for net sales of the Album through normal U.S. retail channels will increase to ________% for Album sales in excess of _______ units, and will increase to ________% for sales in excess of _______ units. Producer's royalty for sales of the Album other than U.S. retail sales (e.g., mid price sales, budget sales, foreign sales, etc.) will bear the same ratio to Producer's basic rate specified above as the royalty payable to Artist under Artist's recording agreement for such sales bears to the basic royalty payable to Artist for U.S. retail sales. In all other respects (e.g., with respect to free goods, packaging deductions, etc.), Producer's royalty will be reduced, computed and paid on the same basis as royalties are payable to Artist under Artist's recording agreement. (b) The above royalty will be prorated on the basis that the number of Masters produced by Producer and embodied on the Album bears to the total number of 2 DefendSound.com disclaims all liability and makes no representations or warranties.

DefendSound.com master recordings on the Album. No royalties will be payable to Producer unless and until all recording costs in connection with the Masters are recouped by Company from worldwide sales at the Net Artist Rate. As used in this Agreement, the term “Net Artist Rate” means the basic royalty payable to Artist in respect of the Album less the royalty payable to Producer and to any other third-party royalty participants. Upon such recoupment, Producer's royalties will be payable retroactively to the first record sold, provided no royalties will be payable to Producer unless and until Producer's Fee payable under this Agreement will have been recouped. 5.

OWNERSHIP:

Producer acknowledges that the work created by Producer's services under this Agreement and the Masters will be considered “works made for hire” for Artist, as that term is understood under the Copyright Act of 1976, 17 U.S.C.A. §§ 101 et seq., as amended. To the extent Producer is deemed to have any ownership interest in and to the Masters, Producer transfers, conveys, and assigns to Artist all right, title and interest, including the copyright, in and to such Masters; Artist will have the exclusive right to copyright the Masters in its name as the owner and author of the Masters and to secure any and all renewals and extensions of such copyright throughout the world. Without limiting any of the foregoing, Artist and any designee of Artist will have the unlimited and exclusive rights to manufacture phonograph records derived from the Masters by any method now or hereafter known, to sell, transfer or otherwise deal in the same or any elements of the rights under any trademarks, tradenames and labels, and to refrain from such manufacture, sale and dealing, throughout the world. 6.

CREDIT:

Producer will receive credit on liner notes, labels, CDs, cassettes, singles, single sleeves (to the extent that there is printing on them) and album covers of recordings embodying the

Masters.

The

credits

will

be

worded

as

follows:

“Produced

by

________________________.” Notwithstanding the foregoing, with respect to trade advertisements only, the Producer's name may appear in a group listing with the names of 3 DefendSound.com disclaims all liability and makes no representations or warranties.

DefendSound.com producers of other masters on the Album. 7.

NO OBLIGATION TO USE:

Nothing contained in this Agreement will be deemed to obligate or require the Artist or Company to embody the Masters on the Album or on any recording released by Company. If the Masters are not used, the only compensation payable to Producer shall be the Producer's Fee described in Paragraph 3 above. 8.

ADDITIONAL REMIX SERVICES:

There will be no reduction in Producer's royalty in the event that someone other than Producer remixes the Masters produced by Producer. 9.

LICENSE FOR MUSICAL COMPOSITION:

If any selection recorded in the Masters is written or composed by Producer, Producer will issue to Artist or Artist's designee a mechanical license at the rate of _________% of the minimum applicable statutory rate in effect in the United States or other applicable country on the date of the first commercial release of the Album. 10.

PRODUCT:

Company or Artist will provide to Producer ______ compact discs of the Album at no charge. 11.

MISCELLANEOUS:

(a) Governing Law: This Agreement will be governed and construed in accordance with the laws of the State of California without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in California and further agree that any cause of action arising under this Agreement may be brought in a court in Los Angeles, California. (b) Integration: This Agreement embodies, merges and integrates all prior and current agreements and 4 DefendSound.com disclaims all liability and makes no representations or warranties.

DefendSound.com understandings of the parties to this Agreement. (c) Successors and Assigns: This Agreement will inure to the benefit of and will be binding upon the undersigned parties and their respective heirs, executors, administrators, trustees, successors, assigns, and all parties in privity with or claiming under them. (d) Relationship of Parties: In the making, execution and performance of this Agreement, the parties are independent contractors. Both parties understand that nothing in this Agreement is to be construed as creating a partnership, joint venture, employee, agent or representative relationship between Artist and Producer. Neither party will make any representations to third parties that suggest otherwise. (e) Headings: Headings or captions of paragraphs contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision of this Agreement. (f) Severability: In the event any provision, clause, sentence, phrase or word of this Agreement, or the application of any provision, clause, sentence, phrase or word in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity or enforceability of the remainder of this Agreement, or of the application of any such provision, sentence, clause, phrase or word in any other circumstances. (g) Amendment: This Agreement may not be clarified, modified, changed or amended except in writing signed by both parties. Please sign below to indicate your acceptance of the foregoing provisions. 5 DefendSound.com disclaims all liability and makes no representations or warranties.

DefendSound.com Dated: Date: _______________, 2011

__________________________ [Producer:

Date: _______________, 2011

]

__________________________ [Artist:

6 DefendSound.com disclaims all liability and makes no representations or warranties.

]