VOCALIST AGREEMENT

Name: {{_name}}
Email: {{_email}}
Address
This Agreement is made and entered into by and between you, {{_name}}, [PLEASE PROVIDE ADDRESS] (“You”) -and- Baxter House, LLC, c/o Keller, Turner, Andrews, & Ghanem PLLC, 20 Music Square W, Suite 200, Nashville, TN 37203 Attention: Jordan S. Keller (“Company”), which shall be effective as of {{effective_or_execution_date}} (“Effective Date”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

{{effective_or_execution_date}}
Type of Agreement: {{what_agreement}}

  1. Territory: The universe.
  2. Term: The term shall be for twelve (12) months commencing from the Effective Date (“Term”), which shall automatically extend for consecutive one (1) year extensions unless earlier terminated in writing by either party with sixty (60) days notice prior to the expiration of the then-current yearly period of the Term.
  3. Masters: “Masters” shall include those master recordings featuring your vocals, the titles of which are included on the attached Schedule A, which may be amended from time to time upon mutual approval to include additional masters, to be released by Company and any master recordings which are commissioned by Company.
  4. Grant of Rights: All Masters from the inception of the recording thereof, and all reproductions derived therefrom, together with the performances embodied thereon, shall be the property of Company in perpetuity for the Territory free from any claims whatsoever by you or any other person. Company shall have the exclusive right throughout the Territory to copyright those Masters in Company’s name as the author and owner of them and to secure any and all renewals and extensions of copyright throughout the Territory. Each of those Masters shall be considered a “work made for hire” for Company; if for any reason any one (1) or more of those Masters is determined not to be a “work made for hire,” then you hereby irrevocably grant, transfer, convey and assign to Company the entirety of the rights, titles and interests throughout the Territory in and to all of those Masters, including the copyright, any and all renewals and extensions of copyright , and the right to secure copyright registrations therefor. You hereby irrevocably and unconditionally waive any and all so-called droit moral and like rights that you have in the Masters and in the performances embodied thereon and hereby agree not to make any claim against Company or any person authorized by Company to exploit those Masters based on such moral or like rights. You agree to execute and deliver to Company and to cause each person rendering services in connection with such Masters to execute and deliver to Company: (i) all documents required to apply for and obtain, and on obtaining same (if applicable), to assign to Company, all copyrights and renewals and extensions thereof with respect to such Masters, including written assignments to Company of all sound recording copyright rights (including renewal and extension rights) such person may have; and/or (ii) such other instruments as Company deems necessary to effectuate and/or record ownership of rights hereunder with the U.S. Copyright Office or elsewhere. You hereby irrevocably grant to Company a power of attorney, as your agent and limited-attorney-in-fact, solely to execute such documents and instruments in your name and/or all other persons rendering services in connection with such masters and to dispose of such documents and instruments.
  5. Royalties: With respect to any Masters exploited hereunder, Company will pay to you {{percentage}} of Company’s net receipts (i.e. gross receipts minus recording costs, distribution expenses, and actual third-party out-of-pocket expenses) in connection with the Masters (“Master Net Receipts”), subject to recoupment of any unrecouped Advances.
  6. Advances: Solely with respect to any Masters commissioned by Company hereunder, Company shall, upon Company’s satisfactory receipt of such Master, pay to you a fully recoupable advance (“Advance”) in the amount of {{vocalist_advances}} per such commissioned Master delivered hereunder. In the event Company, in its sole discretion, advances any amounts to you in respect of any Master, promotion, publicity or other development expenditures, including, but not limited to, photographs, press kits, travel, or workshops (which Company shall have no obligation to do), one hundred percent (100%) of such expenditures shall constitute Advances and shall be fully recoup able from all Royalties and other amounts due to you under this Agreement.
  7. Name and Likeness: You hereby grant to Company and its designees the worldwide right during the Term (and the non-exclusive right after the Term) to use and permit others to use your professional name, approved image and approved likeness, and all approved biographical information in connection with your services hereunder and any exploitation of the Masters, any and all phonograph records derived therefrom and other reproductions made therefrom, and advertisements in connection therewith.
  8. Accounting: Company shall render to you, on a semi-annual basis within ninety (90) days after the close of each semi-annual period (June 30th, December 31st) in which royalties are accrued hereunder, a detailed, itemized statement showing all royalties earned by you during such accounting period and specifying the source and type of such income received, the costs and fees deducted therefrom and will pay at the same time all sums shown thereon to be due to you; provided that Company shall be obligated to pay royalties hereunder only with respect to sums actually received by Company or credited to Company’s account. It is understood and agreed that Company may use the services of a third-party administrator or distributor and such third-party administration fees or distribution fees which are charged to Company, if any, relating to the Masters shall be deducted “off the top” from any gross monies received by Company. In the event that Company self-administers any of the rights granted herein, Company will not deduct any in-house administration charges except for actual and reasonable third-party out-of-pocket costs including, without limitation, costs of transcribing lead sheets, advertising and promotion expenses approved by you, sample clearance costs, and copyright registration fees, and excluding Company’s general overhead expenses. All royalty statements and other accounts rendered to you hereunder will be binding upon you unless specific objection, in writing, stating the basis thereof is received by Company within three (3) years from the date rendered, in which event such statement shall be binding in all respects except for those specifically stated in such written objection. Any certified public accountant designated by you who is not then engaged in an audit of Company's books and records shall have the right to examine and inspect Company's books and records with respect to the Masters at Company's principal office upon thirty (30) days' prior written notice during normal business hours, but in no event more than once with respect to any given accounting period or more than once in any given calendar year. Legal action with respect to a specific accounting and/or the accounting period to which the same relates shall be forever barred if not commenced in a court of competent jurisdiction within three years and six months after such statement is rendered.
  9. Cure of Defaults: As a condition precedent to the assertion by either party hereto that the other party is in default in performing any obligation contained herein, the asserting party shall advise the other party in writing specifying any such alleged default, and such party shall be allowed a period of thirty (30) days after such written notice within which to cure such alleged default. For the purposes hereof, no alleged breach of this agreement by either party shall be deemed incurable, provided that nothing shall prohibit a party from seeking equitable relief to prevent or restrain any alleged breach hereof.
  10. Warranties: You warrant and represent that the Masters and compositions embodied thereon (to the extent of your contributions) will not infringe upon or violate any copyright or any other right of any third person. You further warrant that you are free to grant all rights granted herein. You agree to hold Company and its successors, licensees and assigns harmless from and against all third party damages, losses, costs and expenses (including reasonable outside attorneys’ fees and costs) which the indemnified parties suffer or incur by reason of your breach hereof and which is reduced to a final non-appealable judgment or settled with your written consent. Company shall give you prompt written notice of any third party claims and you hall have the right to participate in the defense or settlement thereof using counsel of your choosing at your sole expense.
  11. Notices: All notices given hereunder by either party to the other (excluding accounting statements) shall be transmitted in writing by United States registered or certified mail, return receipt requested and postage prepaid or personal or overnight delivery by the USPS, Federal Express, DHL, UPS or other recognized commercial courier, to the parties' addresses set forth above or to such other address as a party shall designate by notice to the other. All notices and accountings shall be deemed given upon the date of deposit thereof in the United States Mail with the exception of notices of change of address which shall be deemed given only upon actual receipt by the intended recipient.
  12. Assignment: Company may freely assign all or part of this Agreement, or its corresponding long form if one is executed, and the rights contained herein, to any third party. You shall have the right to assign any income or monies received hereunder to any third party. Except as specifically set forth herein, you shall not assign this Agreement without the prior written approval of Company and any such purported assignment by any party without the written consent of the Company shall be null and void.
  13. Governing Law: This Agreement shall be governed by the laws of California without regard to the conflict of law provisions thereof and venue shall be solely in a court of competent jurisdiction in Los Angeles, California. Inasmuch as your services hereunder are unique and extraordinary, you acknowledge that Company, in addition to all other available rights and remedies, shall be entitled to seek equitable relief to enforce this Agreement.
  14. Entire Agreement: This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof, and supersedes all previous agreements, discussions, communications, and correspondence with respect to the subject matter hereof. This Agreement may not be modified or amended except in a writing signed on behalf of each party by its duly authorized representative. Company and you acknowledge that Company is owned by Brent Kutzle, who is also a composer and producer and may collaborate with you from time to time. As such, you acknowledge that Brent Kutzle may, separate and apart from Company, own a portion of or participate in any such Master or compositions embodied thereon on which he collaborates or contributes. This Agreement may be signed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all of which shall constitute one document. Delivery of a signed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
Schedule A
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