Record distribution contract for "You Change the Weather" (1)

(No summary is available.)

This contract between Coastline Records, Middlesbrough College, Middlesbrough, TS2 1AD and Apex, (hereinafter referred to as the "Agreement") executed and effective this 4th day of February, 2016, by and between Apex (hereinafter referred to as the "The Artist") and Coastline Records hereinafter referred to as the "The Company"):

IT IS HEREBY UNDERSTOOD

a. The Company is an organization, which specializes in the management, recording, recording distribution and representation of musical artists;

b. The Company is familiar with the musical abilities of the Artist and has the expertise, ability, industry contacts and resources to assist the Artist in the furtherance of his/her career.

c. The Artist performs under the name "Apex";

d. "The Recording" is defined in the Agreement as the actual sound recording of "The Song", produced in accordance with Section B Clause 1.

e."The Song" is defined in this agreement as the literary and musical works that comprise the piece of music that will be produced in accordance with Section B Clause 1.

f."The Distribution Period" is defined as 6 months after the completion of The Recording.

g. The Company and the Artist wish to enter into this Agreement to provide for the production and distribution of The Recording.

IT IS, THEREFORE, AGREED AS FOLLOWS:

A. TERM. The effectiveness of this Agreement shall commence with its execution by all of the parties, and shall continue thereafter for whichever is the latest of either a 24 months period or 12 months after the release of the master recording in the UK.

B. PRODUCTION OF RECORDING. The Recording shall be produced in the following manner:

1. PRODUCTION. The Company agrees to produce one master recording consisting of a song written and performed by the Artist. The resulting recording (hereinafter referred to as the "Recording") shall include music of not less than three (3) minutes in playing duration, and shall be of a quality which is equal to master recordings normally produced for commercial distribution.

2. CONTRIBUTION BY THE ARTIST. The Artist agrees to full cooperate with the Company, in good faith, in the production of the Recording; to contribute to such production the music and lyrics embodied in the Song; to arrange, direct and perform the Song in such a manner as to facilitate the production of the Recording; and to otherwise strictly observe the remaining duties and obligations of this Agreement.

3. COSTS. The Company shall be responsible for all costs incurred in the production of the Recording. The Company may recover such expenses pursuant to the production of master recordings or the advancement of the Artist's career. The Company's production, promotion, manufacturing and all other bonafide expenses relating to the Artist are deemed recoupable from gross income.

4. ARTISTIC CONTROL. The Company and the Artist shall be jointly responsible for all decisions regarding the artistic content of the Recording.

5. TITLE. The title of the Recording shall be chosen by the Artist.

6. COMPLETION AND RELEASE. The Recording shall be completed and prepared for release and distribution on or before ___________, 20____. The Company and the Artist each agree to exercise all reasonable means to achieve completion of the Recording before this date.

7. ASSIGNMENT OF LICENSE RIGHTS BY THE ARTIST. Upon the timely occurrence and performance of all material events and obligations required to produce the Recording, the Artist shall assign to the Company non-exclusive license to use the Recording for distribution and exploitation purposes throughout the world.

8. LICENSE FOR USE OF NAME AND IMAGE. Upon the timely occurrence and performance of all material events and obligations required to produce the Recording, the Artist shall grant to the Company non-exclusive license to use the name "Apex” and the Artist's photographic image (where further written consent has been provided by the Artist), for the purposes of promotion and distribution of the Recordingthroughout the world.

9. COPYRIGHT. Upon the Artist's assignment of the License Rights of the Recording pursuant to Clause 8 herein, the Company shall proceed to obtain and secure a copyright for the Recording.The copyright shall be the joint property of the Company and The Artist, in the following proportion:

50 Percent to the Company

50 Percent to the Artist

10. DISTRIBUTION. Commencing with the completion of the Recording and continuing for the term of this Agreement, the Company will diligently use its best efforts to secure distribution of the Recording throughout the world, through one or more major distribution companies (including record companies, film companies, or any other company). Any such contract entered into between the Company and any such record distribution company shall be subject to the terms of this Agreement.

11. ROYALTIES. In accordance with the rights granted by the Artist to the Company herein, the Company intends to contract with a record distribution company for distribution of the Recording. The Company will be entitled to receive royalties or licensing fees (herein collectively referred to as the "Royalties") as a result of such contract. Royalties shall include any compensation received by the Company, or promised to the Company, which directly or indirectly results from the use, exploitation or existence of the Recording, or any reproduction applied to satisfy costs incurred and paid by the Company pursuant toClause 3, herein.. In the event that Royalties are insufficient to complete such reimbursement,The Artist shall not be liable for such costs. The remainder of such Royalties, if any, shall be allocated and distributed between the Company and the Artist, in the following proportion:

50 Percent to the Company

50 Percent to the Artist

Royalties due the Artist hereunder shall be delivered by the Company to the Artist within fifteen working days from the Company's receipt thereof by cheque delivered to the Artists address listed herein.

12. NON-CIRCUMVENTION. The Artist shall not detrimentally interfere with the efforts of the Company to distribute the Recording through one or more distribution companies or enter into any contract inconsistent with the rights of distribution assigned to the Company hereunder. The Artist shall not contact any such potential distribution company except through the offices of the Company.

13. ASSIGNMENT BYTHE COMPANY. Prior to completion of the Recording, the rights and obligations of the Company existing hereunder are personal and unique, and shall not be assigned without the prior written consent of the Artist. Subsequent to the completion of the Recording,the Company may assign its rights and obligations existing hereunder without the consent of the Artist.

14. ASSIGNMENT BYTHE ARTIST. The rights and obligations of the Artist existing hereunder are personal and unique, and shall not be assigned without prior written consent of the Company or its successors or assignees.

15. CONDITION SUBSEQUENT. If the Company does not enter into a binding contract for the distribution of the Recording during the Distribution Period, the assignment and license from the Artist to the Company granted hereunder shall be deemed rescinded by the agreement of the parties.

16. RIGHT OF INSPECTION. At any time during the term of this Agreement upon prior written notice to the Company of at least seven (7) days, the Artist or his/her designated representative shall be permitted unrestricted access to the books and records of the Company which in any way pertain to the Artist, for inspection and photocopying by the Artist or the Artist's designated representative.

Such books and records shall include, but shall not be limited to, any documents or records which evidence the receipt or disbursements of Royalties. The Company shall maintain such books and records at its principal office.

17. MISCELLANEOUS.

a) BINDING EFFECT. This Agreement shall be binding upon the successors and assigns of the parties.

b) JURISDICTION/APPLICABLE LAW. The Company and the Artist hereby submit to the jurisdiction of the courts of England and Wales for the enforcement of this Agreement or any arbitration award or decision arising herefrom. This Agreement shall be enforced or construed according to the laws ofEngland and Wales.

c) COVENANT OF GOOD FAITH AND FAIR DEALING. The Company and the Artist agree to perform their obligations under this Agreement, in all respects, in good faith.

d) INDEPENDENT CONTRACTOR. In the performance of his/her obligations of this Agreement, the Artist shall be deemed an independent contractor.

18. NOTICES. Any notices or delivery required herein shall be deemed completed when hand-delivered, delivered by agent, or placed in the Royal Mail, postage prepaid, to the parties at the addresses listed herein.

THE PARTIES AGREE to the terms and obligations and so execute on the day and date first above mentioned.


______________________________________________
The Artist Date

______________________________________________
The Company Date

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