DATED

200?

BETWEEN

????????? (label name -and???????? (artist name) Professionally known as ____ __ __ _ _ _ _ _ _ _ _ _ _ ______________________________ SINGLE RECORDING AGREEMENT ______________________________

FROM:

_________________ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ("Us"/"We"/Our)

To: Date: Dear ??????,

_________________ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ("You"/"Your")

Re: Your Recording Services We refer to our recent discussions and write to confirm the terms of our agreement as follows: 1 Engagement We hereby engage you to render your exclusive audio and audio-visual services as we may reasonably require in the recording and production of phonograph records and you hereby accept such engagement and agree to render your recording services to us throughout the world for a period commencing on the date hereof and continuing for six (6) months or (if later) until one hundred and fifty (150) days after delivery of the last of the master recordings hereunder ("the Term"). You hereby agree to deliver to us first class fully edited and mixed master recordings comprising new and original recordings of your performances acceptable to us and sufficient to comprise one (1) single play record ("the Single"). 2 2.1 Recording We agree to pay all recording costs incurred in connection with the production of the masters hereunder. We shall specify a reasonable recording budget for each of the master recordings. You shall not incur any costs in excess of the recording budget without our approval. All master recordings made by you during the Term and all derivatives manufactured therefrom shall be entirely our property free from any claims by you or any person firm or corporation claiming through you. We shall have the right to manufacture records from such master recordings and to sell release exploit publicly perform and otherwise deal with such master recordings contained in the Single in any way we shall think fit. For the purposes of this agreement "record" shall mean phonograph records, tapes, compact discs and cassettes and any other device now know or invented hereafter by which sound may be reproduced. Name You hereby grant to us the non-exclusive right to use and allow others to use your name, likeness and biographical material in connection with our exploitation of master

2.2

recordings made hereunder throughout the Term. You warrant that you are entitled to grant to us such right. 4 Restriction You agree that you will not for a period of five (5) years from the date of first UK release of the Single perform for any other party any composition comprised in such Single whereby such performance may be recorded for sale in any part of the world. 5 5.1 Royalties In consideration of the provision of your services we agree to pay to you a royalty equal to ???? percent (???%) of our Net Receipts (as defined below) from exploitation of the Single. For the purposes hereof Net Receipts shall mean one hundred percent (100%) of our gross receipts arising directly and identifiably from exploitation of the master recordings by us or by third parties authorised by us throughout the world and received by us after the deduction of the following: 5.1.1 5.1.2 all sales taxes, value added tax and any similar taxes; all reasonable costs actually incurred in the recording and production of Master Recordings made hereunder, including (without limitation) studio costs, tapes, musician costs, engineers fees, equipment hire, mixing costs, cutting costs and all costs for necessary and reasonable transport, travel and accommodation; all reasonable sums payable to the producer of the Master Recordings; all reasonable costs incurred by Us in the manufacture, distribution and promotion of master recordings made hereunder, including without limitation any legal fees incurred by Us in relation to the Master Recordings and legal costs Artist and Us incur in the negotiation of this agreement; all reasonable costs incurred by Us in connection with the recording and production of Videos; mechanical royalties payable to the copyright owners of all compositions contained on the Master Recordings created hereunder artwork costs all reasonable costs incurred in the marketing and promotion of the Master Recordings created hereunder

5.2

5.1.3 5.1.4

5.1.5 5.1.6

5.1.7

5.1.8

which shall together constitute "Expenses", and which for the avoidance of doubt shall not include Our office overhead costs.

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We shall be entitled to deduct a reasonable reserve being not more than fifteen percent (15%) from Net Receipts sufficient to cover reasonable anticipated future costs, subject to the final determination of such anticipated costs. Any such reserve shall be liquidated in the second accounting period following that in which it was deducted. Public performance income payable to Us by entities such as PPL and GVL shall not constitute "royalty and fee income" but You shall be entitled to collect from such entities such shares thereof as You may be entitled as an artist. For the avoidance of doubt You shall not be entitled to share in any so called Label Advance arising from any agreement We enter which is not solely referable to the Master Recordings hereunder. Producer The producer of master recordings to be made hereunder shall be selected by mutual agreement between you and us but in the event of failure to agree our decision shall be final.

5.3

5.4

7 7.1

Accounts and Inspection Rights We agree to keep all usual and proper accounts showing all monies received by us and showing the calculation of royalties payable to you. We agree to prepare royalty statements as at 30 June and 31 December in each year showing all monies due to you under this agreement received during the preceding six (6) months. We shall send royalty statements to you within ninety (90) days after the end of each accounting period together with all monies shown to be due to you on such statement provided however that we shall not be obliged to send statements to you in respect of any period where monies due to you do not exceed ??????? (????). You shall have the right not more than once in each year and subject to making a prior appointment to inspect our books and records insofar as they relate to this agreement in order to establish the accuracy of royalty statements sent to you. Your right to inspect our books in relation to a statement shall not extend beyond the date two (2) years after the date the statement concerned is rendered. All payments due to you hereunder are exclusive of VAT and we agree to pay VAT thereon upon receipt of a valid invoice. Warranties, undertakings and Indemnity You warrant and undertake that: 8.1.1 You are solely and exclusively entitled to grant the rights granted to us hereunder and by your signature you grant to us all necessary consents under Part II of the Copyright Designs and Patents Act 1988 (the Act) (and any statutory re-enactment or modification thereof), and any and all consents that may be required pursuant to any performers property rights and all consents required by any EC Directives on rental and lending rights, including EC

7.2

7.3 8 8.1

Directive No. 92/100 and any present or future legislation passed for the protection of performers. 8.1.2 All recordings shall contain your new and original performances. In the event that you wish to include "samples" on master recordings you must inform us before recording has taken place. You must obtain all necessary licences and clearances from the copyright owners to such samples and pay any payments and/or royalties payable to any third party for the use of such samples. Samples may only be used with our consent. You will not during the Term of this agreement render your recording services (both audio and audio-visual) to any third party or enter into any agreement in respect of such services without our prior written approval not to be unreasonably withheld or delayed.

8.1.3

8.2

You shall indemnify us against all claims, losses, damages, costs and expenses (including legal fees) arising as a direct or indirect result of any breach by you of any of the provisions of this agreement. Promotion You agree that subject only to your prior professional commitments you will appear at such times during the Term as we shall reasonably require for poster cover and promotional photographs and for other personal appearances in connection with the promotion of records comprising master recordings made hereunder. We shall reimburse your reasonable out of pocket expenses in connection with any such personal appearance provided any such sums have been approved by us in writing and subject always to You providing us with the necessary vouchers and receipts.. We shall have the non-exclusive right to make audio-visual films and videos ("Videos") of your performances of masters hereunder. You agree that you will if so requested by us appear for the recording of promotional videos and other audio-visual material for use inter alia in the promotion of master recordings hereunder at such times during the Term and at such places as we shall specify. We shall have the sole and exclusive right to exploit such Videos in any way we see fit. We shall pay you ?????? (????%) percent of our net receipts from the exploitation of such videos ("net receipts" shall mean our gross receipts less applicable taxes and all direct costs incurred in the production sale promotion and exploitation of such videos) Waiver You hereby irrevocably and unconditionally waive any and all moral, and like rights that you have in the masters hereunder and the performances embodied therein and hereby agree not to make any claim against us or any party authorised to exploit the masters hereunder by us on moral or like rights in the masters.

9 9.1

9.2

10

11

Mechanical Royalties You warrant that we shall be able to obtain mechanical licences from the copyright proprietors of any musical compositions written in whole or in part by you and

embodied on master recordings made hereunder. You warrant that such licences will be available to us on the usual or statutory terms prevailing in each country of the world and that in the USA if we are unable to obtain an undertaking by our licensees to pay a full statutory rate mechanical royalties shall be payable at ???????? percent (??? %) of the minimum statutory rate per composition at the date of first release of records comprising that composition. You agree to be bound by those terms and conditions imposed upon us by our licensees in the USA and Canada in relation to mechanical royalties. We agree to use our reasonable endeavours to obtain the most favourable terms available from any such licensees. You agree that you shall not be entitled to receive mechanical royalties in relation to records given away "free" for promotional purposes. 12 Termination Either party shall have the right to terminate this agreement by written notice if the other party is in breach of a material term of this agreement and such breach, if capable of rectification, has not been rectified within sixty (60) days of receiving written notice of the breach. Termination as aforesaid shall be without prejudice to the rights accrued by either of us prior to the date of termination. 13 Release In the UK/US/AUS.CAN we shall release the Single within one hundred and fifty days (150) days of delivery to us of the masters. We shall use our reasonable commercial endeavours to release the Singles throughout the world. 14 Group Provisions Where this agreement is for the services of a group this agreement shall bind the members of the group both jointly and severally in relation to all agreements obligations and warranties. You agree to use your best endeavours to procure that any artist who performs or co-produces with you on master recordings made hereunder will enter into an agreement with us on the same terms contained herein. 15 Law This agreement shall be construed and shall take effect in accordance with the Laws of England and any disputes arising between the parties hereto shall be subject to the exclusive jurisdiction of the English Courts and all words and expressions used herein shall where the context so admits have the same meanings as are assigned to them by the Copyright Designs and Patents Acts 1988. 16 No Partnership Nothing herein shall be deemed to constitute a partnership between you and us. 17 Assignment You hereby acknowledge that we shall be entitled to licence or assign (in whole or in part) any rights assigned or granted to us by you under the terms of this agreement.

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Severability No waiver of any term or condition of this agreement or any breach of this agreement or any part thereof shall be deemed a waiver of any other terms or conditions of this agreement or of any later breach of this agreement or any part thereof. Illegality and enforceability of any portions of this agreement shall not affect the legality or enforceability of the balance of this agreement.

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Notices Notices hereunder shall be sent by first class post and shall be deemed to have been properly served on the day 3 days following the day of posting. Notices to us shall be sent to us at our address set out above or such other address as we shall notify to you in writing. Notices to you shall be sent to your address set out above or to any substitute address notified to us in writing.

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Advice You acknowledge that you have been advised to seek independent specialist legal advice prior to signing this agreement.

If the foregoing correctly reflects your understanding of our agreement would you please sign where indicated below. Yours sincerely Read and agreed

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