217 East 86th Street
New York, NY 10028
NON-EXCLUSIVE ARTIST LICENSE AGREEMENT
This letter shall confirm the material terms of the agreement ("Agreement") between the artist(s), named herein, individually, jointly, and collectively (herinafter referred to as "Artist" or "You"), on the one hand, and All Indie Corporation ("All Indie" or "Us"), on the other hand. If you are the legal authorized representative of a group artist and you are agreeing on behalf of that group artist, you hereby affirm that you are in fact legally authorized to bind each member of such group artist. Each reference to Artist or You in this Agreement shall refer to each member of the group or the group as a whole, as applicable.
This agreement is intended to establish a NON-EXCLUSIVE relationship between the parties with regard to the matters addressed herein. Nothing included herein shall limit the right of either party to undertake any business relationship with any third party. Nothing in this Agreement will prevent either party from entering into arrangements with other parties that are similar to the arrangements set out in this Agreement.
All Indie agrees to provide You throughout the Territory and during the Term with listing of your Recordings for distribution in the All Indie Catalog. You agree to license certain master recordings "Recordings" owned and/or controlled by you to All Indie on the terms and conditions contained herein. We will pay you Seventy (70%) percent of our Net Income which directly results from sales of any of your Recordings under this agreement. Such payment shall be inclusive of any and all royalties and other payments of any kind in connection with the Recordings.
You grant to us throughout the Territory and during the Term the NON-EXCLUSIVE rights to sell, distribute, encode, transmit and otherwise exploit any and all of your Recordings hereunder by any and all means and media (whether now known or existing in the future), including, without limitation, the non-exclusive rights to sell, distribute and otherwise exploit any and all of your Recordings throughout the Territory including, but not limited to, traditional retail, those via the Internet, CD compilations, as well as all digital storage, download and transmission rights, whether now known or existing in the future.
All Indie shall have the right to enter into agreements with other companies for the distribution (retail, electronic, or otherwise) of your Recordings hereunder. For the purposes of this agreement, any such company shall be referred to as "Distributor" and any agreement with a Distributor shall be referred to as a "Distribution Agreement". At all times during the Term of this Agreement, and at all relevant times thereafter, Artist shall comply with all of the terms and conditions of the Distribution Agreement(s), including, but not limited to, any and all restrictions and prohibitions contained therein. At all times during the term of this Agreement, All Indie and Artist shall render their respective services and perform in accordance with the terms and conditions of any and all applicable Distribution Agreement(s) so as to enable All Indie and Artist to fulfill all of their respective obligations under such Distribution Agreement(s) including, without limitation, the obligation to timely deliver product sufficient to fulfill all orders received.
All Indie has no implied obligation to promote or distribute the Recordings in any particular manner or in any minimum quantities. Neither this Agreement nor All Indie guarantees actual sales of Your product. The number of units shipped by You to All Indie does not indicate the number of actual sales. All final decisions relating to the acceptance or placement of Your product into a particular retailer's store are at the sole discretion of that retailer. All Indie does not guarantee placement of your product into any particular retailer's store.
You grant to us throughout the Territory the rights to use your name(s), professional and/or group name(s) (including any professional names adopted hereafter), photographs and other images and likeness of You, biographical and/or other information concerning You regarding all of our business activities. You agree to ship Us additional product, including artwork, of your Recordings manufactured by You, or on your behalf, sufficient to fulfill all orders for your Recordings in a reasonable period following our request, not to exceed 30 days. In addition, you agree to supply us with additional promotional copies as needed promptly following our request.
You agree to provide copies of the Work to be encoded, transmitted and distributed by All Indie as provided herein in CD, Cassette or such other format that is acceptable to All Indie. You agree to provide copies of such work in amounts sufficient to fill all orders received by All Indie.
Conditioned upon Artist's full and faithful performance of all the terms of this Agreement, Artist shall be paid 70% (seventy percent) of Net Sales in the United States through normal retail channels for the recordings distributed hereunder. Artist's payments shall be calculated, prorated, reduced, adjusted, paid and computed on the same basis and in the same manner as such payments are calculated, prorated, reduced, adjusted, paid (or not paid) and computed to All Indie under the Distribution Agreement(s).
All Indie shall render accountings to You on a quarterly basis and within 60 days after the end of each quarterly accounting period. Any payments due Artist shall be made at the time such accountings are rendered. The quarterly accounting period begins on the first day of January, April, July, and October. The quarterly accounting period closes on the final day of March, June, September, and December. We shall have the right to withhold a reasonable percentage of the Net Income as a reserve for returned and/or defective goods. However, these reserves will be released and paid to You no later than two (2) quarterly accounting periods from the time such reserve is initially established.
You shall be responsible for all licensing, reporting and payment obligations of all kinds in relation to the Recordings and the use of the Recordings as set forth under this Agreement. Such payments include those relating to union, and/or guild payments, "sample" or "replay" licenses or payments, mechanical, synchronization and public performance rights in the Recordings, and any other third party payments of any kind in connection with the recordings.
You warrant and represent that You have the right to grant us (and any person or company named by us) the rights, contained herein, without any liability to us or any other person or company from whom the rights are obtained. You will be solely responsible to pay all applicable persons and companies (including, but not limited to all music publishers) for all rights to use all recorded performances and/or other artistic materials (including, but not limited to all musical compositions and/or samples) contained in your Recordings (and/or in all artwork). You warrant and represent that the Recordings contain only your original performances, and contain no "sampled" or "replayed" material or material otherwise embodying the performances of any other party, unless, prior to All Indie's use of such Recordings, you have obtained a valid license permitting the use of such sound recordings of such other material from the original author and/or performer and the current copyright owner of such material and of any underlying works. You warrant and represent that you are the original composer(s) of all lyrics and music contained in the Recordings, or, prior to All Indie's use of such lyrics and music, you have acquired, by assignment or by valid license from the original composer(s) and/or the copyright owners of the original musical compositions from which such lyrics and music are derived, the rights to adapt, broadcast, communicate, copy, distribute, or otherwise exploit such lyrics and music as provided in this Agreement. You warrant that the use of the same by us (and any person or company named by us) will not infringe upon the rights of any nature or any person or company.
You agree to indemnify, reimburse, and hold us, our officers, members, agents, representatives, successors, designees and assigns harmless from and against any and all liability, loss, damage, cost and expense (including court costs and reasonable attorney's fees) arising out of, or connected with, any claim by any one or more third party which arises out of any breach of any of your warranties herein, representations or agreements.
You hereby Warrant and represent that You have the sole and entire right, power and authority to enter into this Agreement, to grant the rights granted to All Indie, and That You have not made and shall not make any grant which will or might impair, encumber or conflict with any of the rights granted to All Indie, In addition, Owner hereby represents and warrants that any of the rights granted to All Indie herein shall not infringe upon or violate the rights or privacy, publicity, copyright, trademark, or any other statutory or common law right of any kind or nature whatsoever of any person or entity.
We shall not be responsible for any inadvertent error in any listing of your Recordings. We will make efforts to correct any inadvertent listings we become aware of. We reserve the right to reject any of your Recording(s), artwork or other material submitted by You. We may assign our rights under this agreement in whole or in part. It is understood that You may not assign this agreement without our prior express written consent.
The following words when used in this agreement have the following meanings:
"You" or "Artist" means the person(s) signing as individual(s) and/or as member(s) of any group(s).
"We", "All Indie" or "Us" means All Indie, Inc.
"Territory" means the Universe.
"Commencement Date" means the date of full execution of this Agreement and delivery by You of all of the necessary materials.
"Term" means a period starting on the Commencement Date and ending one (1) year from that date. The Term of this agreement will be extended for successive, consecutive additional one year periods unless either party gives written notice to the other 30 days prior to the end of the then current year of the term.
"Recordings" means each compact disc and/or any other audio and/or audiovisual recording in any format, (whether now known or existing in the future) which You deliver to Us during the Term.
"Net Income" means our gross receipts directly from the sale of your Recordings, minus costs and expenses incurred by us specifically related to those sales, not including overhead.
All notices required to be given to All Indie shall be sent to the address listed at the top of this agreement and all notices, statements and payments shall be sent to Artist's address listed at the top of this agreement, or such other address as each party respectively may designate hereafter by notice in writing to the other.
This Agreement merges and supersedes all prior and contemporaneous understandings and agreements (whether written or oral) between the parties regarding the subject matter hereof and may be modified by All Indie at its discretion by providing you with reasonable notice of such modification. If, for any reason, any provision of this Agreement is adjudged to be unenforceable, such adjudication shall in no way affect any other provision of this Agreement or the validity or enforceability of the remainder of this Agreement.
This does not create a partnership or joint venture between You and us. This constitutes the entire agreement between You and us pertaining to its subject matter and may not be changed, waived, discharged or terminated, in whole or in part, except by an instrument in writing signed by You and us. This agreement shall be governed by the laws of the State of New York which apply to agreements entered into and wholly performed in the State of New York and any disputes arising from this agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in the City, County or State of New York.
By clicking "I Agree" on this form, you acknowledge that you have read, understood and agreed to the terms and conditions listed above.