RECORD LABEL AND ARTIST MANAGEMENT AGREEMENT

This Record Label and Artist Management Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE ARTIST], having registered office at [INSERT ADDRESS OF THE ARTIST] (hereinafter referred to as the “Artist” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Artist” and the “Company” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Artist is a musical performer and desires to engage the services of the Company for the production, distribution and promotion of the musical work (hereinafter referred to as “Album”)
2. The Company is engaged in the business of producing, marketing and distributing music recordings and desires to enter into this agreement in accordance with the terms and conditions of this Agreement.
3. The Parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Music” shall mean the audio content managed by the Record-label as a part of the Album.
   2. “Company” shall mean an individual or entity, responsible for the management of the Artist and music.
   3. “Artist” shall mean an individual engaged by the record-label for the production of the music.
   4. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
   5. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. PRODUCTION
   1. The Artist agrees to deliver the recordings of the album as per the specified timeframe, and to collaborate with the record-label for the production, marketing, distribution and other such activities related to the music album.
   2. The record-label agrees to produce the master recordings composed by the Artist, and agrees to provide resources and expertise for the production and marketing of the music Album.
   3. The Company shall design and implement promotional strategies to maximize the commercial success of the Album.
   4. The parties agree to hold regular meetings to review the status of the music album and discuss any adjustments or issues that may arise during the engagement to ensure the successful completion of the music album.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT EFFECTIVE DATE OF AGREEMENT] and continue until the completion of the Album, unless terminated earlier or extended as per the terms of this agreement.
4. OBLIGATIONS OF THE PARTIES
   1. The Company agrees to manage and oversee the entire album production process, including pre-production, recording, and post-production phases.
   2. The Company agrees to provide financial and logistical support for the production of the Album.
   3. The Artist agrees to provide master recordings, and approvals required for the successful execution of the album production.
   4. Both the parties agree to maintain open and regular communication throughout the production process to ensure a collaborative and efficient workflow. Any concerns or issues related to the roles and responsibilities outlined in this clause shall be promptly addressed through mutual discussion and agreement.
5. ROYALTIES
   1. The Company agrees to pay the Artist royalties based on Net revenue generated from the sale of the Album. Royalties shall be calculated as [INSERT PERCENTAGE OF THE REVENUE THAT THE COMPANY SHALL PAY AS ROYALTY] % of Net Revenue.
   2. The Company shall pay the amount in installments or one-time full payment as agreed upon by the parties.
   3. The Artist shall receive a detailed statement of account along with each royalty payment, outlining the calculation of Net revenue and any deductions made.
   4. Failure of Company to make any payment required under this Agreement when such payment is due, shall, at Artist’s option, terminate this Agreement. Artist will provide written notice to the Company of termination of this Agreement for failure to make a required payment, within [INSERT NUMBER OF DAYS] days from the due date of the payment.
6. REPRESENTATION AND WARRANTIES
   1. Both Company and Artist represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   2. Company represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to produce the album under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will produce the album according to the Industry’s guidelines and specifications and with the standard of care prevailing in the industry.
7. CONFIDENTIALITY
   1. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   2. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   3. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   4. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
8. OWNERSHIP AND INTELLECTUAL PROPERTY
   1. The Company acknowledges and agrees that all intellectual property rights, including but not limited to Copyright, in the album shall be owned by Artist. The Artist retains the ownership of the master recordings created under this agreement.
   2. The Company is granted an exclusive license to promote and distribute the master recordings.
9. EXCLUSIVITY
   1. For the term of this agreement, the Artist agrees to work exclusively for the Company and will not provide services as a music artist for any other entity.
   2. In the capacity of a recording artist, the Artist will perform at reasonable times and places designated by the Company, this includes rehearsing, recording and editing with the purpose of creating a commercially viable album.
10. TERMINATION
    1. Notwithstanding any other provision herein, either Party may terminate this Agreement at any time by providing the other Party with a written notice of [NUMBER OF DAYS] days, without incurring any further liability except as otherwise provided herein.
       1. Either Party may terminate this Agreement with immediate effect upon giving written notice to the other Party if:
       2. the other Party becomes insolvent, is unable to pay its debts, files for bankruptcy, or has a bankruptcy proceeding filed against it;
    2. there is a change in control or management of the other Party that materially affects its ability to perform its obligations under this Agreement.
    3. This Agreement may also be terminated by either Party in the event of a material breach by the other Party. In such a case, the non-breaching Party shall provide written notice of the breach, and if the breach is not cured within [INSERT NUMBER OF DAYS] days of such notice, the Agreement shall stand terminated at the option of the non-breaching Party.
11. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
12. LIMITATION OF LIABILITY
    1. Except as otherwise expressly provided in this Agreement, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of business opportunities, or loss of goodwill, arising out of or in connection with this Agreement, whether in contract, tort, strict liability or otherwise, even if such Party has been advised of the possibility of such damages.
    2. Subject to the exceptions stated below, the total aggregate liability of either Party under or in connection with this Agreement shall not exceed the total amount actually paid or payable by the Company to the Artist (or vice versa) under this Agreement during the [INSERT NUMBER OF DAYS/MONTHS/YEARS] as agreed by the parties, preceding the event giving rise to the liability.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Artist and Company.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. NON COMPETE
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON-COMPETE CLAUSE WILL APPLY, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT COMPETE] shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business that competes with the products or services provided by the other party. within the geographical area of [INSERT THE GEOGRAPHICAL REGION WITHIN WHICH THE NON-COMPETE CLAUSE APPLIES]. Both parties agree that the scope, duration, and geographical limitations of this non-compete clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE]. [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE] shall have the right to seek injunctive relief and any other remedies available at law or in equity to enforce this non-compete clause in the event of a breach or threatened breach by the other party.
17. NON-SOLICITATION
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
    2. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
    3. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
    4. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
18. NON-DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
19. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
20. TIME IS OF ESSENCE
    1. The Parties acknowledge that the timely performance of all obligations under this Agreement is of critical importance. Time is of the essence, and any failure by either party to fulfil its obligations within the required timeframes shall constitute a material default under this Agreement. In the event of a breach by either party, the non-breaching party shall have the right, at its sole discretion, to declare this Agreement null and void, in which case all rights and obligations of the defaulting party shall immediately terminate.
    2. If the non-breaching party elects not to terminate the Agreement, it shall have the right to demand specific performance, requiring the breaching party to fulfil its obligations as outlined herein. Additionally, the non-breaching party retains the right to pursue any and all other legal and equitable remedies available under applicable law, including but not limited to seeking damages for losses incurred as a result of the breach. The non-breaching party shall also be entitled to recover from the breaching party all costs, expenses, and reasonable attorneys' fees incurred in enforcing the terms of this Agreement or pursuing any remedy arising from such breach.
    3. This clause shall not be construed as limiting any other rights or remedies available to either party under this Agreement, at law, or in equity.
21. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT EMAIL ID OR/AND ADDRESS OF THE COMPANY]
       2. If to the Artist: [INSERT EMAIL ID OR/AND ADDRESS OF THE ARTIST]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
22. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
23. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
24. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF COMPANY]

Signature:

Date: [INSERT THE DATE ON WHICH COMPANY SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Artist

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF ARTIST]

Signature: 

Date: [INSERT THE DATE ON WHICH ARTIST SIGNS THE AGREEMENT]