Hi guys,

The following is a record deal which my band has been offered. I am going to straight post it up here so that you can read it. The guy who we are dealing with seems very nice and doesn't seem like the kind of guy who would screw us. However naturally I have some concerns. I am looking for the advice of anyone who can CONFIDENTLY say they know what they are doing in this area (my life is on the line here) to clarify some details for me. The contract is as follows.

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This Agreement made this 5 day of June, 2014 describes the legal relationship between BLAHBLAHNAMEOFLABEL (Hereinafter referred to as “Label”) and BLAHBLAHSECRETNAMEHERE d/b/a The Comfortable Jumpers (collectively with our licensees and assignees referred to in this Agreement as “The

Comfortable Jumpers.”)

1. Definitions.

The following terms shall have the following meanings for purposes of this Agreement:

a. “Digital Master” or “Digital Masters” means copies of The Comfortable Jumpers’s sound recordings and underlying musical compositions that The Comfortable Jumpers owns, controls, or has the appropriate rights to distribute in a digital form, which Label may sell or authorize Digital Store(s) to sell via Electronic Transmission, including but not limited to, permanent digital download, streams, “conditional download,” burns, ring tones, real tones, or other digital form as individual tracks or as a whole album, and artwork pursuant to the terms and conditions of this Agreement. Any sound recordings and the underlying musical compositions that are provided by or on behalf of The Comfortable Jumpers to Label must be owned or controlled by The Comfortable Jumpers and/or have been cleared by The Comfortable Jumpers. Any sound recording provided by The Comfortable Jumpers to Label shall be deemed subject to this agreement.

b. “Digital Store” means any third party, including but not limited to iTunes, Sony Connect, Napster, Real Networks, Hear Music, E-Music, MusicMatch, that Label in its sole discretion may authorize to carry out the marketing, distribution and sale or other use of the Digital Masters pursuant to the terms of this Agreement.

c. “The Effective Date of this Agreement” shall mean either the date of this agreement or the day that the first Digital Masters are received by Label from The Comfortable Jumpers, which ever is the later.

d. “Term” means the period beginning on the Effective Date of this Agreement and ending two years after the Effective Date.

e. “Territory” means the Universe.

f. “Artwork” means album cover artwork and any other artwork relating to The

Comfortable Jumpers Digital Master(s) that The Comfortable Jumpers provides to Label. Any artwork that is provided by or on behalf of The Comfortable Jumpers to Label before or during the Term will be deemed to have been cleared by The Comfortable Jumpers unless The Comfortable Jumpers promptly notifies Label in writing to the contrary.

g. “MetADATa” means the following categories of information in respect to each Digital

Master: track title; album title; artist name; genre; copyright information; label name; ISRC and UPC identifiers; “Explicit Lyrics,” identification; biographical information; sales information- including pricing, date of first release; territories available for release; Songwriter and Publisher information.

h. “Electronic Transmission” - means any transmission, whether sound alone, sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to, “cybercasts,” “webcasts,” “streaming audio,” “streaming audio/video,” “digital downloads,” direct broadcast satellite, point-to-
multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, telephone system, broadcast station, and any other forms of transmission now known or hereafter devised) whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient.

2. Rights

Subject to the terms of this Agreement, The Comfortable Jumpers hereby appoints Label

a. as The Comfortable Jumpers’s exclusive authorized representative for the sale and electronic transmission of its Digital Masters. Accordingly, The Comfortable Jumpers hereby grants an exclusive right to Label, during the Term, to: (i) Reproduce and convert The Comfortable Jumpers’s content delivered by The Comfortable Jumpers into Digital Masters; (ii) Perform and make thirty (30) second clips of the The Comfortable Jumpers’s content available by streaming (“Clips”) to promote the sale and distribution of applicable Digital Masters; (iii) Promote, sell, distribute, and electronically transmit and deliver Digital Masters, as individual tracks or entire albums, and associated MetADATa to purchasers who may use such Digital Masters in accordance with usage rules similar to those set forth by the music services;

(iv) Display and electronically transmit and deliver Artwork for use solely in conjunction with the applicable purchased Digital Master(s); (v) Use The Comfortable Jumpers’s Content, Artwork and MetADATa as may be reasonably necessary or desirable for Label to exercise Label rights under the terms of this Agreement; and (vi) authorize or appoint any Online Store(s) to perform the activities in (i)-(v) above.

b. The Comfortable Jumpers may use and authorize its Online Store(s) to use the names and likenesses of, and biographical material concerning and of the The Comfortable Jumpers’s artists, bands, producers and/or songwriters, as well as track and/or album name, and Artwork, in any marketing materials for the sale, promotion and advertising of the applicable Digital Master which is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the authorized exploitation of applicable Digital Masters). Label and any of its Online Store(s) shall have the unrestricted right to market, promote and advertise the Digital Masters available for purchase as it determines in its discretion. Nothing herein shall obligate Label or any Online Store(s) to actually exercise any rights granted under this Agreement.

3. The Comfortable Jumpers’s Obligations.

The Comfortable Jumpers shall obtain and pay for any necessary clearances and licenses in the Territory for all The Comfortable Jumpers Content and Artwork. Specifically, The Comfortable Jumpers shall be responsible for and timely pay (i) any royalties and other income due to artists, authors, co-authors, copyright owners, co-copyright owners, producers and other record royalty participants from sales or other uses of Digital Masters, (ii) all mechanical royalties payable to publishers and/or authors or co-authors of copyrighted musical compositions embodied in Digital Masters from sales or other uses of Digital Masters, (iii) all payments that may be required under collective bargaining agreements applicable to The Comfortable Jumpers or third parties other than Label, and (iv) any other royalties, fees and/or sums payable with respect to the The Comfortable Jumpers Content, Artwork, MetADATa and other materials provided by The Comfortable Jumpers to Label. (v) The Comfortable Jumpers agrees that it shall prominently promote no less than one (1) of Label’s Online Store(s) on The Comfortable Jumpers’s own website and any artist’s website that the The Comfortable Jumpers has provided Label music for, and shall provide a link to said Online Store(s). (Eg. featured on iTunes logo.)

4. Payment.

Label shall pay The Comfortable Jumpers [70%] of the total revenues that Label receives from its online aggregator(s) for the sale or other use of The Comfortable Jumpers’s Digital Masters. Label will compute amounts payable to the The Comfortable Jumpers within 14 days of the end of each month during the Term, and will provide a royalty statement to The Comfortable Jumpers in accordance with Label’s standard business practices. Such payment shall constitute full consideration for all rights granted and obligations undertaken by The Comfortable Jumpers hereunder.

5. Ownership.

As between the Parties, all right, title and interest in and to (i) The Comfortable Jumpers’s Sound Recordings and Artwork, (ii) the Digital Masters, (iii) the Clips, (iv) all copyrights and equivalent rights embodied therein, and (v) all materials furnished by The Comfortable Jumpers, except as to any rights of Label (whether pre-existing or under this Agreement), shall remain the property of The Comfortable Jumpers, it being understood that under no circumstances shall Label have any lesser rights than it would have as a member of the public.

6. Indemnification and Limitation of Liability.

a. The Comfortable Jumpers will indemnify, defend and hold harmless, and upon Label’s request, defend, Label and its Online Store(s) and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claI'm by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation by The Comfortable Jumpers under this Agreement; or (ii) any claI'm that any Digital Rights or other copyright infringement has been committed by The Comfortable Jumpers. Master, sound recording or The Comfortable Jumpers Content, Artwork, MetADATa or any other materials provided or authorized by or on behalf of The Comfortable Jumpers
hereunder or Label’s or its Online Store(s) use thereof violates or infringes the rights of another party. The Comfortable Jumpers will reimburse Label and its Online Store(s) and affiliates on demand for any actual payments made in resolution of any liability or claI'm that is subject to indemnification under this Section 6, provided that Label obtains The Comfortable Jumpers’s written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned. Label shall promptly notify The Comfortable Jumpers of any such claim. The Comfortable Jumpers may assume control of the defense of such claim. Label shall have the right, to participate in the defense thereof under The Comfortable Jumpers’s direction. Pending final determination of any claI'm involving such alleged breach or failure, Label may withhold sums due you hereunder in an amount reasonably related to the amount of such claim. If no action is filed within one (1) year following the date on which such claI'm was first received by Label, Label shall release all sums withheld in connection with such claim, unless Label, in its reasonable business judgment, believes an action will be filed thereafter. Notwithstanding the foregoing, if, after such release by Label of sums withheld in connection with a particular claim, such claI'm is reasserted, then Label’s rights under this paragraph will apply ab initio in full force and effect. You shall have the right to participate in the defense of any action instituted on a claI'm for which you are responsible to indemnify Label using counsel of your choice and at your expense; however, Label shall have the right at all times to maintain control of the conduct of the defense.

b. The Comfortable Jumpers represents and warrants that it has the full authority to act on behalf of any and all owners of any right, title and interest in and to the The Comfortable Jumpers Sound Recordings and artwork; that it has full authority to enter into this Agreement and to fully perform its obligations hereunder and has obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform its obligations herein; that it owns or controls the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by the other party hereto shall not violate or infringe the rights of any third party; that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party’s performance of its obligations under this Agreement.

c. The warranties and indemnifications herein shall survive the termination of this agreement.

Term

7.

The Effective Date of this Agreement will mark the commencing of this contract between

a. the Label and The Comfortable Jumpers.

b.

The duration of this agreement holds both the Label and The Comfortable Jumpers to the obligations outlined within this agreement indefinitely.

c.

If The Comfortable Jumpers wishes to terminate the contract, they must request such in writing to the Label. The termination of this contract shall remain at the discretion of the Label.

8.

General Provisions.

a. No Agency or Joint Venture. The parties agree and acknowledge that the relationship

between the parties is that of independent contractors. This Agreement shall not be

deemed to create a partnership or joint venture, and neither party is the other’s agent,

partner, employee, or representative.

b. Binding on Successors. This Agreement shall be binding on the assigns, heirs, executors,

personal representatives, administrators, and successors (whether through merger,

operation of law, or otherwise) of the parties.

d. Notices. Any notice, approval, request, authorization, direction or other communication

under this Agreement shall be given in writing and shall be deemed to have been

delivered and given for all purposes: (i) on the delivery date if sent by electronic mail to

the addresses provided to and by The Comfortable Jumpers upon registration with the

Label, or as property updated.

e. This writing contains the entire understanding between the parties and supercedes any

previous agreements between the parties. During the term of this Agreement, it is

understood and agreed that there shall be no change or modification of this Agreement

unless reduced to writing and signed by all parties hereto. This agreement shall be

governed by the laws of the United Kingdom, and subject to the exclusive jurisdiction of

the courts located in the United Kingdom.

f. Cure. If either party hereto alleges that the other has breached this agreement, they must

notify the other party in writing of such breach and then the other party shall have a

period of thirty (30) days to cure such breach.

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Firstly.. Does any of this ring alarm bells with you ? The section I am MOST concerned about is section 3 which places us reliable for royalty costs after being issued with a statement. I thought the label dealt with this but I am inexperienced in this area and could be wrong. I know we have to pay royalties if we cover songs (we do) but should this contractually be landed on us or the label ?

Also. We have agreed with him that the contract will not be exclusive in terms of release. Section 2a uses the word exlusive in relation to SALES which I am completely fine with and would expect.. But as for electronic transmission. Does that blanket cover youtube for example and mean that we cannot release things for free on our own of any kind ?

Any help would be greatly appreciated.

- Dan, UK