PMR Studio - PMR CD SAMPLER TERMS

PMR STUDIO SAMPLER CD TERMS

PMRStudio.com takes your business seriously. We want to make doing business together easy and fun. Of course, we also want to clearly explain what's involved in producing, manufacturing and distributing records so that we - and you - can sleep well at night not worrying about legal mumbo jumbo and technicalities.

As such, we've done away with the standard recording and production agreements associated with the dinosaur record companies of the past (yeah we know many that are still hanging on and in business - we just refuse to work the way they do).

So grab a drink, and settle into your chair. Read the following at your leisure to learn more about our terms as how we'll all play fairly with one another as we produce, manufacture and market you appearance on the PMR Studio Sampler CD.

What The Terms Cover

* This policy covers how PMRStudio.com treats our pending relationship with respect to your interest in appearing on one or more tracks of a forthcoming PMR Studio Sampler CD (hereafter known as "PMRSSCD"). These terms do not apply to the practices of companies that PMRStudio.com (hereafter the "company") does not own or control, or to people that Company does not employ or manage - nor does it apply to any other products, services or deliverables provided by Company.

Term

* The term of our agreement shall begin upon receipt of your initial payment/deposit to resevre space and deliverables relating to your appearance on a forthcoming PMRSSCD and shall end on the date that you are presented with no less than fifty (50) manufactured copies of a PMRSSCD.

* You acknowledge that while additional activities (included but not limited to distribution, marketing potential royalty payments, etc.) are likely to take place after you have been presented with the aforementioned manufactured physical copies of the MRSSCD, the termination of our agreement end on the date that you are presented with your copies.

* You hereby acknowledge that the manufacture and distribution - along with other services related to the PMRSSCD - is based upon the participation of multiple artist and their similar services, responsibilities and appearance on this project. As such, Company will do its' level best to adhere to deadlines, but reserves the right to alter release dates and other important deadlines related to this project - and that you fully understand and will comply with these modifications.

Services

* In exchange for your payments, Company will provide you with Studio Services not to exceed sixteen hours and attributed as follows: two (2) hours of pre-production and song-analysis services, six (6) hours of recording/production services, six (6) hours of post-production/mixing/editing, and two (2) hours of mastering services - for each song that you order. Company will provide all studio locations, hardware, and personnel for the above hours only. You will be responsible for provide all materials, including musical instruments, in good and properly functioning order and additional performers if necessary - all at your sole expense. Wherever possible, Company may provide additional musical equipment and performers at its sole discretion.

* During the Term of this Agreement, you shall render to Company your services as a recording artist for the purpose of making Masters for the PMRSSCD and as otherwise set forth herein. Company agrees to record and you shall render your services to Company, in accordance with the terms and conditions hereof, in connection with recording the number of Master Recordings that you have ordered and with the payment terms described as set forth in the following schedule:

Description	Per Song/Master FEE (Each TRACK COSTS IS...)	Non-Refundable Deposit Due FOUR (4) weeks prior to first session	2nd Payment Due AT completion of produciton phase	Final Payment Due upon delivery of 50 Cds
One Song (Includes all of the CD, Distribution, Promotion and everything listed here)	$4,800	$1,000	$1,900	$1,900
2-4 Songs (price is per song and includes everything listed here)	$4,500	$1,000	$1,750	$1,750
5 or More Songs (Includes everything listsed here)	$4,200	$1,000	$1,600	$1,600
Optional Radio/TV/Film Promotion (Only one song per entire CD available on a first come first serve basis and receives distribution on a separate and second CD)	$999	$500	$499	$0
Current & Prior PMR Studio Clients (Who have already completed a fully produced song in our facility)	$750	$750 - due at time of order	$0	$0

RECORDING PROCEDURE

* The following shall be determined by Company: (1) selection of the producer and the Compositions to be recorded; (2) selection of the dates of recording and the studio, including the cost of recording and scheduling and booking of all studio time; (3) the selection of arrangers, additional musicians as required, background vocalists as required, engineers and all other technical personnel and all other creative elements to be utilized or embodied in recording activity hereunder or in promoting the records derived from the Masters.

* Provided you are available therefore, Company shall use its best efforts to consult with you with respect to all Compositions to be recorded hereunder and album credits to be used in connection with the release of the PMRSSCD. If you and Company are unable to agree upon such items within twenty-one days following the commencement of conversations relating thereto, Company shall have the right to designate such Compositions and/or album credits and you will be deemed to have approved of Company's selection.

* Company shall retain all album artwork and creative control for the PMRSSCD.

* No Master hereunder shall apply in reduction of our responsibilty to you if you record a Composition which you are legally prohibited from recording.

* Masters which are not recorded in all respects in accordance with the terms and provisions hereof shall not, unless Company consents in writing, apply toward the fulfillment of our responsibility to you. In the event that Company shall make any payments with respect to any Masters as the result of acts or omissions on your part then you shall, upon Company's demand, promptly reimburse Company for any such payments incurred. If you shall fail to so reimburse Company, Company shall have the right to deduct an amount equal to such payments from any monies payable by Company to you hereunder (including mechanical copyright royalty income) or under any other agreement between you and your affiliated companies and Company or its affiliated companies.

* No recordings hereunder shall be made by, or include, unauthorized Sampling. (“Sampling”, as used herein, refers to the use and/or reproduction of pre-existing musical material owned or controlled by any person other than you.) You shall be solely responsible for obtaining all consents and licenses necessary or desirable in connection with the licensing or use of such sampled material and for all costs related thereto.

* Unless otherwise agreed, Company will use your deposits and related payment for all specifically approved Recording Costs in connection with the Masters made hereunder.

Advances

Company shall not pay you any advances or advanced royalties for your performances on the PMRSSCD.

Rights In Recordings

* Each Master Recording made under this Agreement or during its Term, from the Inception of Recording and regardless of whether intended as a Master, will be considered a "work made for hire" by the Company and its related third parties and from you, your assignees or your designees. If any such Master is determined not to be a work made for hire, it will be deemed transferred to Company by this Agreement, together with all rights in it. All such Master Recordings and all matrices and records manufactured from them, together with the performances embodied on them, shall be the sole property of you, or your assignees and successors in perpetuity and throughout the world, free from any claims by COMPANY or any other person; and you shall have the exclusive right to copyright those Masters in its name as the author and owner of them and to secure any and all renewals and extensions of such copyright throughout the world. Company will execute and deliver to you such instruments of transfer and other documents regarding your rights in the Masters as Company may reasonably request to carry out the purposes of this Agreement.

* Without limiting the generality of the foregoing, Company, any Distribution Company or any person authorized by Company shall have the perpetual unlimited, exclusive rights, throughout the world: (i) to manufacture records, video-records, DVD’s, (and any derivatives thereof) derived from the Masters made hereunder in any form, in any medium, and by any method now or hereafter known; (ii) to sell, transfer or otherwise deal in the same under any trademarks, trade names and labels; (iii) to reproduce, adapt, transmit, distribute, communicate and otherwise use those Masters in any medium or in any manner, including but not limited to use in digital format, audiovisual works and video-records; (iv) to cause or permit the public performance of such Masters or derivatives thereof, through any and all media; (v) to add to, delete from, edit, mix and otherwise alter the Masters without restriction; and (vi) to exploit such Masters and derivatives therefrom through any and all means, whether now or hereafter known, all without payment of any compensation to you except the royalties, if any, which may be expressly prescribed in this Agreement for the use concerned. In the alternative Company may, at its election, refrain from doing any or all of the foregoing.

* You shall retain compositional copyrights to any and all compositions that you solely provide to the Company and create on your own. You shall be solely responsible for registering your own copyrights and any related expenses.

* In the event you elect to record or "cover" any composition(s) that you do not fully own copyright to, you alone shall bear all legal and financial responsibility to secure the appropriate permission to perform said recordings - including, byt not limited to - all compulsory licenses through the Harry Fox Agency, and/or any other governing entity.

* Company shall retain all exclusive copyrights ©, registration ®, phonorecord (p), and trademarks ™ for the PMRSSCD.

Names and Likeness and Publicity

* Company, a Distribution Company, and any licensee or other designee of Company shall have the exclusive right and may grant to others the exclusive right to reproduce, print, publish or disseminate in any medium, your name, portraits, pictures and likenesses of you in connection with Masters hereunder (including, without limitation, all professional, group, and other assumed or fictitious names now or hereafter used by you), and biographical material concerning you, as news or information, for the purposes of trade, or for advertising purposes. The uses authorized by the preceding sentence include, without limitation, the use of those names, portraits, pictures, and likenesses in the marketing of records and video-records and on web-sites.

* You hereby grant to Company the right to use and/or sublicense to others the use of your name (real and professional), logo, likeness, and signature on merchandise of any kind and for other commercial purposes whether or not such merchandising and commercial purposes are related to the manufacture and sale of records or video-records.

* You hereby license to Company the right, free from any claims (including, without limitation, trademark infringement claims) whatsoever by you or anyone else, to utilize your professional name (A) in connection with the establishment or maintenance of a site or sites on the so-called Internet containing your professional name as Company may select; it being understood and agreed that Company may register such URL in any and all territories and top-level domains (e.g., .com, .net, etc.) (together, the “Artist URL”) and (B) in connection with a site (a “Successor Site”) on any system which succeeds or is similar to the Internet (a “New System”). You further agree that the operation and content of the sites bearing the URL and any Successor Sites (together, “Artist Site(s)”) shall be exclusively controlled by Company. Company shall have the exclusive right to refer to all such Artist Sites on the Internet or on any New System as the “official” sites relating to you. Company shall have the right to establish links to and from its Internet and New System sites with all other sites relating to Artist that you control, in which you have an interest, or to which you have granted a third party the right to operate or administer, including fan club sites and sites relating to Artist's merchandising and touring activities. You shall coordinate with Company with respect to the establishment of such links.

Royalties

* Conditioned upon your performance of all of the material terms and conditions hereof, your royalty account shall be credited with royalties on Net Sales of records as hereinafter set forth against which shall be charged any permissible offsets hereunder, as follows:

* Company agrees to credit to your royalty account one hundred (100%) percent of all the net income generated from the sale of masters from both digital downloads and non-digital downloads/retail sales from any Distribution Company, record company, or other licensee or assignee of the Company. Such royalties shall be net of, and subject to, all royalty provisions, reductions, deductions, accounting provisions, and conditions contained in any Distribution Agreement or other similar agreement. Any royalties due your account will be computed pro rata - that is - you will receive a fraction of the total net income based upon the number of selections and/or tracks you recorded divided by the total number of tracks encompassing the entire PMRSSCD. By way of example, of the entire PMRSSCD encompasses fifteen (15) tracks, and you have recorded one (1) track of the fifteen (15) tracks, then you will be entitled to a one-fifteenth (1/15) share in the net pursuant to the language described herein.

* Additional net income generated from any other sources related to your exploitation not listed above will cause the Company to credit to your royalty account exactly fifty (50%) percent of the net income actually received in hand by Company in the United States from the exploitation of the rights granted to it hereinabove.

* For the purposes hereof, "net income" shall mean the gross income actually received by Company which is derived directly and solely from such use of the rights granted to it hereunder less direct expenses actually incurred by Company, or caused to be incurred by Company, related thereto, including, but not limited to costs of collection, commissions and/or royalties payable to third parties, costs of manufacture and design, costs of packing, shipping, storing, postage and insurance; and advertising and promotion expenses.

* Company will compute your royalties as of each June 30th and December 31st for the prior six (6) months in respect of each such six-month period. On the next September 30th or March 31st, Company will send you a statement and will pay to you any royalties which may be due. Company shall have the right to withhold from royalties payable to you a reasonable reserve for returns; however, if a Distribution Agreement is in effect, Company shall not have the right to withhold a reserve in addition to that maintained by the Distribution Company. Sales of records for distribution outside the United States are called "foreign sales". Company will compute your royalties for any foreign sale in the same national currency in which Company is paid or credited for that sale and Company will credit those royalties to your account at the same rate of exchange at which Company is paid or credited therefore. If any third party deducts any taxes from its payments to Company, Company may deduct a proportionate amount of such taxes from your royalties. If any law, government ruling or other restriction effects the amount of the payment which a third party may remit to Company, Company may deduct a proportionate amount from your royalties. If Company cannot collect payment for a foreign sale in the United States in US dollars, it will not be required to account to you for that sale.

* Company will maintain books and records which report the sale of records upon which royalties are due to you hereunder. You may, at your own expense, engage a certified public accountant not then engaged in an examination of Company's books and records to examine such books and records only for the purpose of verifying the accuracy of the statements sent to you hereunder. You may make an examination for a particular statement only once, and only within one year after the date when such statement was rendered hereunder, during normal business hours and at the place where Company normally keeps those books and records, and upon thirty days prior notice. You will not be entitled to examine any manufacturing records, or any records that do not specifically report sales of records, or calculations of net receipts, upon which royalties are due to you hereunder

* If you have any objection to a royalty statement, you will give Company specific notice of that objection and you reasons therefore within two years after the date when such royalty statement was due to you. Each royalty statement will become conclusively binding on you at the end of such two year period, and you will no longer have any right to make any other objections to it. You will not have the right to sue Company in connection with any royalty accounting, unless you commence the suit within one (1) year following the applicable period referred to above. If you commence suit on any controversy or claim concerning royalty accountings rendered (or due to be rendered) to you under this Agreement, the scope of the proceeding will be limited to determination of the amount of the royalties due for the accounting periods concerned, and the court will have no authority to consider any other issues or award any relief except recovery of any royalties found owing. Your recovery of any such royalties will be the sole remedy available to you by reason of any claim related to Company's royalty accountings. Without limiting the generality of the preceding sentence, you will not have any right to seek termination of this Agreement or avoid the performance of your obligations under it by reason of any such claim.

Physical Versus Digital Sales

* All phsycial and digital CD Sales - those made from manufactured product distributed either in retail locations, online, or promoted by you will be computed as follows:

i. Any physical product which you have obtained in conjunction with your order as described herein - typically fifty (50) units for each song/track that you have recorded and that appears within a PMRSSCD - may be sold for no more than the established MSRP of $16.99 U.S. You will be solely responsible for the warehousing, sale, marketing, distirbution, delivery and collection of these units only; and as such, one hundred (100%) of the monies generated from the sale of these fifty (50) units will be due to you.

ii. You will not be responsible for computing, sharing, or otherwise receiving a pro-rated share of the net profits ON THESE FIFTY (50) units only and as described in section "i." above.

ii. All other sales - either in physical retail or in any digital domain - shall be subject to royalty calculations set forth in the previous section. These sales and their subsequent net will be calculated in accordance within the guidelines described in the previous section.

iv. AS SUCH, YOU HEREBY ACJNOWLEDGE AND FULLY AGREE THAT FOR ANY AND ALL PHYSICAL OR DIGITAL SALES BEYONG THE FIFTY (50) UNITS DESCRIBED ABOVE, YOU WILL RECEIVE ONLY A PRO-RATED SHARE OF THE NET.

Mechanical Licenses & Publishing Royalties

* You will be entitled - as outlined above - to one hunded (100%) percent of Company’s net receipts related to any sales generated by distribution for your portion of the materials contained with a PMRSSCM. In exchange for the sums paid to the COMPANY and its efforts to market, administer, distribute and publish your works contained on the PMRSSCD or elsewhere, you hereby relinquish one hundred (100%) percent of any and all mechanical licenses, publishing rights, and royalties - all of which are to be paid exclusively to the Company.

* In exchange for your receipt of the net receipts as outlined above, you understand and fully agree that any sums generated by the licensing of - or publishing fees associated with any PMRSSCM will enure to the sole benefit of the Company.

Warranties, Representation, Restrictions, Indemnities

* You warrant and represent that you have the full right, power, and authority to enter into and fully perform this Agreement. Following the date of your initial deposit hereof, no individual shall become a member of the group comprising you, either in replacement of any individual currently a member of the group or otherwise, unless such individual shall agree to subject to the terms and conditions of this Agreement, and no individual leaving the group shall have the right to continue to use any group name theretofore used by the group.

* Company shall not be required to make any payments for or in connection with the exercise or exploitation of rights pursuant to this Agreement except as specifically provided in this Agreement.

* No materials, as hereinafter defined, or any use thereof, will violate any law or infringe upon or violate the rights of any Person. "Materials", as used in this Article, means: (i) all Controlled Compositions, (ii) each name used by you, individually or as a group, in connection with Masters hereunder, other recordings and records made hereunder, and (iii) all other musical, dramatic, artistic and literary materials, ideas, and other intellectual properties, furnished or selected by you and used hereunder in connection with the packaging, sale, distribution, advertising, publicizing or other exploitation of such master recordings and derivatives thereof.

* During the Term of this Agreement, you will not enter into any agreement which would interfere with the full and prompt performance of your obligations hereunder.

* A "restricted Composition", for the purposes hereof, is a Composition which shall have been recorded by you for a Master made under this Agreement or any other agreement with Company.

* You shall execute any and all documents which Company determines in the exercise of its reasonable judgment hereunder are necessary or desirable to effectuate the intention of this Agreement; in the event you fail to execute any such documents you hereby grant Company the right to execute such documents in your name. You shall so execute any so-called "letters of inducement" in favor of any Distribution Company or licensee.

* You hereby agree and will at all times indemnify and hold harmless Company and any licensee of Company from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach by you or Company of any warranty, representation, covenant or agreement embodied in this Agreement. During the pendency of any such claim, Company may withhold monies otherwise due you in an amount bearing a reasonable relation to your potential liability to Company under this subparagraph. Notwithstanding the preceding sentence, if no lawsuit is instituted within one (1) year following Company's receipt of notice of any such claim, Company shall release all funds so withheld without prejudice.

Definitions

* "Master Recording" and "Master"- every recording of sound, whether or not coupled with a visual image, by any method and on any substance or material, whether now or hereafter known, which is used or useful in the recording, production, distribution and/or manufacture of records or video-records. Recordings of more than one arrangement or version of any Composition, reproduced on the same record will be deemed to constitute one side or one Master. An audio-visual Master, though sometimes referred to in this Agreement as a "Master," shall not apply in reduction of your Recording Commitment hereunder.

* "Inception of Recording" - the first recording of performances or other sounds. "Master Recordings From The Inception of Recording" include, without limitation, all rehearsal recordings, "outtakes", and other preliminary or alternate versions of sound recordings which are created during the production of master recordings made under this Agreement.

* "Person" and "Party" - any individual, corporation, partnership, association or other organized group of persons or legal successors or representatives of the foregoing.

* "Records" and "phonograph records" - all forms of reproductions, transmissions, or communications (regardless of format, form, or medium), now or hereafter known, manufactured, transmitted (digitally or otherwise), or distributed for home use, school use, juke box use, use in means of transportation, including, but not limited to, records embodying sound alone, or audio visual records.

* "Net Sales" - one hundred percent (100%) of all records for which Company receives payment and which are not returned or for which an exchange is not made less reserves against anticipated returns, exchanges or credits; however, if any third party which Company neither owns or controls, directly or indirectly or in whole or in part, pays or credits Company upon a lesser amount of Net Sales, then for product sold by that licensee, such lesser percentage shall be applicable.

* "Advance" - a prepayment of royalties. Company may recoup Advances from royalties (including copyright royalties) to be paid to or on behalf of you pursuant to this or any other agreement with Company.

* "Composition" a single musical composition, irrespective of length.

* "Controlled Composition" - a Composition wholly or partly written, owned or controlled by you or any Person to whom you are related or have a direct or indirect business, ownership or other interest.

* "Album" or "LP" - one or more twelve-inch 33 1/3 rpm records, or the equivalent, at least thirty-five (35) minutes in playing time, sold in a single package.

* "Single" - a record not more than 7 inches in diameter, or the equivalent in non-vinyl disc configuration.

* "Video-record" - a video-cassette, DVD, video-disc or functionally similar technology, whether now or hereafter known, capable of emitting aural and visual signals simultaneously and intended for use in the home with electronic or mechanical playback equipment.

* "Licensee" or "licensee" includes, without limitation, subsidiaries, wholly or partly owned, and other divisions of Company or its licensee(s).

* "Special Packaging Costs" - include, without limitation, all costs incurred by Company (its licensees or Distribution Company) in creating and producing album covers, sleeves and other packaging elements prepared from material furnished by you or used at your request in excess of the standard packaging manufacturing costs incurred by Company (its licensee or Distribution Company) for albums manufactured in any territory concerned or in connection with the construction and maintenance of web-sites.

* "Recording Costs" - all amounts representing direct expenses paid or incurred by Company in connection with the pre-production, production and post-production of Masters under this Agreement which are customarily considered "recording costs" in the record industry. Recording Costs include, without limitation, all costs incurred for travel, immigration clearances, rehearsal, and equipment rental expenses, advances and/or fees paid to producers, engineers, all other technical and creative personnel, studio and engineering expenses in connection with Company's facilities and personnel or otherwise, the costs of mastering and remixing, the costs of lacquer, copper and other equivalent masters and amounts paid to collective bargaining organizations and pension and welfare funds based on wages and all other amounts which are customarily recognized in the recording industry as being recording costs.

* "Distribution Agreement" - an agreement between Company and a third party Distribution Company, regardless of whether termed a master assignment agreement, master purchase agreement, production agreement, exclusive recording agreement, license agreement or otherwise, pursuant to which Company grants to such third party record distribution company the right to manufacture and/or distribute records derived from the Masters in any territory of the world.

* "Distribution Company" - a company with which Company enters into a Distribution Agreement.

* "Delivered" or "Delivery" – the physical receipt by Company of fully mixed and edited Masters satisfactory to Company and ready for manufacture of Phonograph Records, without restriction, and all necessary licenses, consents and approvals.

Remedies

* If you do not fulfill any portion of your Recording Commitment within the time prescribed herein for any reason whatsoever, or if Company reasonably determines that your vocal or abilities to perform as a recording/performance artist have become materially impaired, Company will have the following options:

(i) to suspend the running of the Term of this Agreement and/or to suspend Company's obligations to make payments or render accountings to you hereunder until you have cured the default;

(ii) to terminate the Term of this Agreement at anytime, whether or not you have commenced curing the default before such termination occurs; and

(iii) If Company terminates the Term, all parties will be deemed to have fulfilled all of their obligations under this agreement except those that survive the end of the Term. No monies will be refunded and no exercise of an option under this paragraph will limit Company's rights to recover damages by reason of your default, its rights to exercise any other option under this Paragraph, or any of its other rights.

* If because of: an Act of God, inevitable accident; fire; lockout; strike or other labor dispute; riot or civil commotion; act of public enemy; enactment, rule, order or act of any government or governmental instrumentality (whether federal, state, local or foreign); failure of technical facilities; failure or delay of transportation facilities; illness or incapacity of any performer or producer; or other cause of a similar or different nature not reasonably within Company's or its Licensees' control; Company or such Licensee is materially hampered in the recording, manufacture, distribution or sale of records, then, without limiting Company's rights, Company shall have the option by giving you notice to suspend the running of the then current Contract Period for the duration of any such contingency plus such additional time as is necessary so that Company shall have no less then sixty (60) days after the cessation of such contingency in which to exercise its option, if any, to extend the Term of this Agreement for the next following Option Period.

Notices

* Except as otherwise specifically provided herein, all notices hereunder shall be in writing and shall be given by personal delivery, or registered or certified mail, at the addresses shown above, or such other addresses as may be designated by either Party. Notices shall be deemed given when mailed, except that notice of change of address shall be effective only from the dates of its receipt. A copy of all notices directed to Company shall be sent simultaneously to Jeffery Grubman, Esq., 2385 Executive Center Drive Suite 360, Boca Raton, FL 33431 or such notice shall be ineffective.

Publicity Session

* You shall make yourself available at Company's reasonable request and expense and upon reasonable notice to appear for photographs, posters, cover art, interviews with representatives of the media and publicity personnel and to perform other reasonable promotional functions. You shall not be entitled to compensation therefore other than minimum union scale payments set forth in applicable bargaining agreements to which Company is a signatory, if such a scale exists for the specific appearances requested. Any payment made to you hereunder shall constitute an Advance.

Miscellaneous

* This Agreement contains the entire understanding of the parties relating to its subject matter and supersedes any prior agreements, written or oral, between the parties or their successors. This Agreement shall not become binding until executed by each of the parties - or by submitting your SignUpForm online. No change or termination of this Agreement will be binding unless it is made by an instrument signed by the party to be charged. A waiver by either party of any provision of this Agreement in any instance shall not be deemed to waive it for the future. All remedies, rights, undertakings, and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, or obligation of either party. If any provision of this Agreement shall be held to be invalid, void or unenforceable, such determination shall be applicable only to that particular provision. The Agreement shall otherwise be binding and enforceable against the parties.

* Company may assign its rights under this Agreement in whole or in part. You may not assign any of your rights hereunder without Company's prior written consent.

* You shall not be entitled to recover damages or to terminate the Term by reason of any breach by Company of its material obligations hereunder unless Company has failed to remedy such breach within a reasonable time following receipt of your notice thereof. For the purposes hereof, a "reasonable time" shall not be less than thirty (30) days. Company shall not be entitled to recover damages or to terminate the Term by reason of any breach by you of your material obligations hereunder unless you have failed to remedy such breach within a reasonable time following receipt of Company's notice thereof. For the purposes hereof, a "reasonable time" shall not be less than thirty (30) days. The cure provisions of this subparagraph shall be inapplicable to breaches, defaults or omissions which by their nature are incurable (such as your failure to timely appear at scheduled recording sessions or your recording master recordings for third parties in violation of this agreement).

* This Agreement has been entered into in the State of Florida ("Such State") and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of Such State applicable to contracts entered into and performed entirely within Such State. The courts of Such State only will have jurisdiction of any controversies regarding this Agreement; any action or other proceeding which involves such a controversy will be brought in those courts and not elsewhere. Any process in any such action or proceeding may, among other methods, be served by delivering it or mailing it, by registered or certified mail, directed to the address first above written or such other address as the addressee has designated from time to time. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within Such State. You hereby authorize and direct Company to withhold from any monies due you any portion thereof required to be withheld by the United States Internal Revenue Service and/or any other governmental authority, and to pay same to the United States Internal Revenue Service and/or such other authority.

* In entering into this Agreement, you and Company have and shall have the status of independent contractors and nothing herein contained shall contemplate or constitute you as Company's agents or employees.

* You acknowledge that Company has given you the right and opportunity to have this Agreement reviewed by an attorney of your choice having competence in the music industry, and you have done so. You further acknowledge that said attorney has reviewed with you the terms of this Agreement and that he has advised you as to all legal ramifications and consequences of your entering into this Agreement.

* You acknowledge that your services hereunder are of a special, unique, unusual, extraordinary and intellectual character and in the event of a breach by you of any material term, condition, representation, warranty or covenant herein, Company will be caused irreparable injury and damage. You expressly agree that Company shall be entitled to the remedies of injunction and other equitable relief to prevent or remedy a breach, which relief shall be in addition to any other rights or remedies, for damages or otherwise, which Company may have.

Group

* In the event that you are comprised of more than one individual the following shall apply your obligations under the terms of this Agreement are joint and several and all references to you shall include all members comprising you jointly and each member comprising you individually, unless otherwise specifically provided for herein. Any breach of this Agreement by any of the persons comprising you shall be deemed to be a breach by all of the persons comprising you.

* If any member comprising you shall cease to perform as a member of the group you shall notify Company thereof and such leaving member shall be replaced by a new member subject to Company's approval. Such approved new member shall thereafter be deemed substituted as a party to this Agreement in the place of such leaving member and shall automatically be bound by all of the terms and conditions of this Agreement. Upon Company's request you will cause any such new member to execute and deliver to Company documents to effectuate the forgoing. Thereafter the leaving member shall no longer be required to render his recording services as member of the group, but you, and such leaving member shall continue to be bound by the other provisions of this Agreement, including, with relation to such leaving member, the following subparagraphs.

* Notwithstanding anything to the contrary contained herein, Company shall have the right to terminate this Agreement by notice to you within ninety days of the receipt of your notice to the Company; and Company shall have, and you hereby grant to Company, an option to engage the exclusive services of such leaving members a recording artist ("Leaving Member Option"). Such Leaving Member Option may be exercised by Company by notice any time prior to ninety days after the date of Company's receipt of your notice as provided in above. If Company exercises such option, the leaving member concerned shall be deemed to be bound by a new exclusive recording artist agreement (the "New Agreement") that contains the same terms and conditions that are contained herein except that (1) the commencement date and Term of the New Agreement shall be subject to change.

Effective Date: May 19, 2006