RECORD LABEL AGREEMENT

This Record Label Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE 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 COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (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 Company as a part of the Album.
   2. “Company” shall mean an individual or entity, responsible for the management and production of music recordings.
   3. “Artist” shall mean an individual engaged by the Company 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 Company for the production, marketing, distribution and other such activities related to the music album.
   2. The Company 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. DATE AND LOCATION OF RECORDING
   1. The recording of the Album shall be arranged by the Company and shall occur at studios and facilities selected by the Company.
   2. The Recording shall commence at [INSERT PLACE OF RECORDING] on [INSERT DATE OF RECORDING].
4. EXPENSES
   1. The Company shall bear all costs and expenses associated with arranging the recording, including but not limited to travel expenses, studio rental fees and any other necessary expenses.
5. TERM AND TERMINATION
   1. The term of this agreement shall commence on the effective date hereof and shall continue until the completion of the Album, unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NOTICE PERIOD FOR TERMINATION] days.
   3. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or undergoes a change in control that could adversely affect the fulfillment of its obligations under this Agreement.
6. 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 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 thirty (30) days from the due date of the payment.
7. 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.
8. ROLES AND RESPONSIBILITIES
   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.
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. REPRESNTATION 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.
11. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
12. 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.
13. 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.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY 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: 
    3. By direct negotiations between the Company and Artist. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. 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 seven (7) 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 seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Company: [EMAIL ID OR/AND ADDRESS]
       2. If to the Artist: [EMAIL ID OR/AND ADDRESS]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
16. DISPUTE RESOLUTION
    1. The Parties shall endeavor 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.
17. 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.
18. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

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 NAME OF THE COMPANY/SIGNING AUTHROTY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF COMPANY]

Signed, sealed and delivered on behalf of Artist

Name: [INSERT NAME OF THE ARTIST]

Signature: 

Date: [INSERT SIGNING DATE OF ARTIST]