1.1 The following definitions apply in this Agreement:
This agreement and any and all schedules annexures and exhibits attached to it or incorporated in it by reference.
A period commencing from the date hereof and continuing indefinately or untill terminated by writen notice by either party.
A musical work written wholly or in part aimed or controlled by the Musician or a person, firm or corporation in which the Musician has a direct or indirect interest.
The delivery material short particulars of which are contained in schedule 1 and the Publicity Material.
Original master tapes conforming to the specifications contained in Schedule 1 containing musical material performed by the Musician and any associated audio visual promotional films which shall be of such technical quality as shall be satisfactory to 1love.com in its entire discretion.
Such biographical notes transparencies and audio-visual material in respect of the Musician as may be referred to in Schedule 1 or in the possession of the Musician or required by 1love.com from time to time.
Recordings manufactured by 1love.com in any configuration whether now known or in the future invented and which are derived from the Master Tapes.
Making the Records available for distribution and diffusion through the Internet.
In consideration of the undertakings of 1love.com in this Agreement the Musician hereby delivers to 1love.com the Delivery Material.
3 Grant of Rights
3.1 The Musician irrevocably grants to 1love.com the right to exploit the Master Tapes and the Delivery Material and authorise others to do so by any and all means in any and all media and including without limitation the right to manufacture and distribute Records or cause them to be broadcast, diffused, transmitted, downloaded or performed or made available through any digital, optical and magnetic information storage and retrieval systems, on-line, internet electronic or other transmission, and any other device or medium for electronic reproduction, publication, distribution or transmissions whether now or hereafter known or developed or heard in public throughout the Territory during the Contract Period (specifically excluding but limited to CD, Tape, Vinyl Disc, Mini Disc formats of Master Tapes and Delivery Material).
3.2 The Musician warrants to 1love.com that all rights and/or consents required pursuant to the Copyright, Designs and Patents Act 1988 Part II or otherwise for the exploitation by 1love.com and its assignees and licensees of the Master Tapes in any and all media by any manner or means now known or invented in the future throughout the Territory during the Contract Period have been irrevocably granted to the Musician.
3.3 The Musician warrants and confirms the irrevocable and unconditional waiver by the Musician and all other persons who have rendered services or are entitled to any moral rights in connection with the Master Tapes of all oral rights to which such persons may be entitled relating to the Master Tapes or their contents pursuant to the Copyright, Designs and Patents Act 1988 Sections 77, 80, 84 and 85 and any other legislation now existing or in future enacted in any part of the Territory.
3.4 1love.com and its successors assignees and licensees shall have the nonexclusive right to use the Publicity Material throughout the Territory during the Contract Period.
3.5 The Musician confirms and agrees that 1love.com shall have the right to initiate and maintain any and all actions or proceedings which the company in its sole discretion deems necessary in order to establish maintain or preserve any of 1love.com’s rights.
3.6 The Musician undertakes to do any and all acts and execute any and all documents in such manner and at such location as may be required by 1love.com in its sole discretion to protect, perfect or enforce any of the rights granted.
4 Internet Provisions
4.1 For the purposes of the following provisions, the term “Recording Agreement Rights” shall mean the right during the Contract Period to manage and exploit the products and services of the Musician pursuant to this Agreement by means of the Internet, including, without limitation, the right to establish, maintain and operate webpage(s) or website(s) relating to such products and/or services; the right to authorise webcasts of the Musician’s Performances; the right to exploit camcorder or other video footage of the Musician’s rehearsals, recording sessions or live appearances (“Content”); the right to sell and otherwise exploit Materials on-line and the right to authorise others to exploit such rights on its behalf. It is acknowledged and agreed that elsewhere in this Agreement are provisions relating to such rights and nothing contained herein shall comprise any restriction or diminution of such provisions but shall be subject thereto and shall only be effective as an addition and enhancement thereto as applicable.
4.2 For the purposes of the following provisions, the term “Non-Recording Agreement Rights” shall mean the non-exclusive right during the Contract Period to manage and exploit by means of the Internet the products of the Musician’s efforts and Musician’s services in all branches of the entertainment industry (not being Recording Agreement Rights) including, but not limited to, Internet radio and web casting; live/tour information and ticket sales; sponsorship opportunities; the hosting of on-line interviews, chats and competitions featuring or with the participation of the Musician; the advertising and sale of Musician’s branded merchandising; the right to create, maintain and operate website(s) and/or page(s) devoted to or relating to the foregoing and containing links approved from time to time by the Musician (such approval not to be unreasonably withheld or delayed) to other websites/pages relevant to such Non-Recording Agreement Rights and any other on-line business or enterprise in which the Musician’s reputation may be put to advantageous use. The Musician shall promptly provide to 1love.com free of charge any materials, information, data, footage or news (“Internet Content”) relating to the Non-Recording Agreement Rights. Not withstanding the non-exclusivity of this grant of rights, the Musician shall not make a general grant of such Non-Recording Agreement Rights to any third party (as opposed to a grant of individual rights falling within this category of rights).
4.3 The Musician hereby grants to 1love.com the Recording Agreement Rights and the Non-Recording Agreement Rights.
4.4 1love.com shall credit the Musician’s royalty balance hereunder with sixty per cent (60%) of any income received by or credited to 1love.com which is directly and identifiably attributable to the exploitation by 1love.com of the Non-Recording Agreement Rights. The Musician acknowledges and agrees that 1love.com shall be entitled to retain for its own benefit a commission of up to ten per cent (10%) of any sales made by third parties to consumers driven to such third parties’ websites/pages from the Musician’s Site(s), subject to the Company concluding agreements with such third parties in respect thereof.
4.5 The Musician shall procure that 1love.com is entitled to reproduce without charge the lyrics of any Titles recorded hereunder in the packaging and artwork of Records and Audio Visuals released hereunder and use free of charge a minimum of thirty (30) seconds of any Controlled Composition and one Controlled Composition per Album embodied in any Audio Material recorded hereunder in the form of an mp3.file, wav.file and/or mov.quicktime file (or any subsequent equivalent or similar format) on its or any of Company’s Licensed Affiliated’ website(s) or on any of the Musician’s website created by the Company pursuant to this Agreement.
5 Musician’s Warranties and Obligations
As a material inducement to 1love.com to enter into this Agreement the Musician warrants undertakes, and agrees with 1love.com that:
5.1 The Musician is free to enter into this Agreement and is the sole absolute unencumbered legal and beneficial owner of all rights granted to 1love.com.
5.2 The Musician has not entered into and shall not enter into any arrangement which might conflict with this Agreement;
5.3 The Master Tapes the Delivery Material and the Publicity Material shall be original to the Musician and shall not be deemed blasphemous or defamatory of any person;
5.4 The Musician is the “author” of the sound recordings contained in the Master Tapes within the meaning of the Copyright Designs and Patents Act 1988 Section 9 and was at all material times during the making of the Master Tapes a “qualifying person” within the meaning of Section 154 of the Act;
5.5 1love.com shall at all times have absolute discretion as to whether to produce or continue or discontinue the production of records and as to the issue distribution and exploitation of Records and the terms and conditions of such distribution the terms of promotion and advertising and all other matters relating to the same;
5.6 1love.com shall at all time have absolute discretion as to the label or labels on which Records shall be released and to fix or alter the price of such Records in any country in the Territory and be entitled to issue the Records at special low prices or as special budget lines and;
5.7 The Musician undertakes to indemnify 1love.com and keep 1love.com at all times fully indemnified from and against all actions proceedings, claims, demands costs (including without prejudice to the generality of this provision the legal costs of 1love.com on a solicitor and own client basis) awards and damages however arising directly or indirectly as a result of any breach or non-performance by the Musician of any of the Musician’s undertakings warranties or obligations under this Agreement
6.1 In full consideration of the Musician’s obligations, convenants and promises herein, the Musician share in the exploitation revenue received by 1love.com in respect of sales of the Records of the Musician in all media. The Musician shall receive 60% of all sums received by 1love.com less any necessary, reasonable, proper and directly identifiable expenses incurred by 1love.com.
7 Revenue Accounting
7.1 1love.com shall render to the Musician within 90 days after 30 June in each year any positive statement of account relating to the preceding 12 month period indicating all the Musician’s share due to the Musician in accordance with the provisions of this Agreement and accompanied by the payment of the amount indicated by such statements to be owing unless the amount does not exceed twenty United States Dollars ($20), in which case the amount owning shall be carried forward to the succeeding statement of account.
7.2 The Musician expressly authorises 1love.com to deduct and withhold from all sums due to the Musician under this Agreement any sums which may be deductible in accordance with local laws or regulations from time to time.
7.3 1love.com shall have the right to retain a reasonable reserve, not to exceed 20% of reported sales.
8.1 Any notice or other document required to be given under this Agreement shall be deemed duly given if left at or sent by post or by telex telegram, cable, facsimile transmission or other means or telecommunication permanent written form to the address of the party receiving such notice as set out at the head of the Agreement as notified between the parties for the purpose of this Clause.
9.1 This Agreement contains the full and complete understanding between the parties and supersedes all prior arrangements and understandings whether written or oral appertaining to the subject matter of this Agreement.
9.2 This Agreement shall be governed by and construed in accordance with the law of England and Wales the courts of which shall be courts of competent jurisdiction.
prepared for 1love.com by
77 Weston Street. London Bridge. London SE1 3RS
For further information relating to this agreement