NYC LIVE ROCK COLLECTIVE“The World Is Our Venue"Or Copy And PrintWelcome to the NYC Live Rock Collective! The collective would like to work with you to get your music distributed, get you connected with other like-minded and talented musicians, set up shows with other NYC Live Rock Collective artists to sell music and merchandise, and most importantly, get your music heard! This letter will set forth our plan of action to achieve these goals and each of our rights and responsibilities relating to this exciting project. I. PROMOTION: We hereby agree to promote you and your music in one or more of the following ways during the term (as defined below) of this agreement: 1) Promote, sell, distribute and electronically fulfill and deliver one or more of your sound recordings as individual tracks and/or as an entire album via our website; 2) Offer for sale one or more of your sound recordings in digital format via permanent download, streams or burns, as individual tracks or as an entire album; 3) offer one or more of your sound recordings on a NYC Live Rock collective compilation CD 4) Set up NYC Live Rock Collective shows and events featuring you and your music, including, without limitation, the events for live broadcasts online 5) Sell your music and merchandise at NYC Live Rock Collective shows and events; 6) Include a calendar personalized for you on our website allowing you to add show dates, tour dates and special events; 7) Add a web blog to the NYC Live Rock website www.nycliverock.com 8) Allow fans to listen to clips of your sound recording(s) and make such clips available for streaming on our website to promote the sale and distribution of such sound recording(s) and/or offer free downloads of such sound recording(s) at your request to promote the sale and distribution of your other music; 9) Add one or more of your sound recordings to an online podcast; 10) Add one or more of your sound recordings to NYC Live Rock Radio and/or NYC Live Rock TV; and 11) To engage in any other activity that we believe is necessary to effectively promote you and your music. II. TERM: The term of this agreement (the “Term”) shall commence upon full execution of this agreement and shall continue on a month-to-month basis, automatically renewing every month unless you notify us in writing that you no longer wish to be a part of the Collective. III. GRANT OF RIGHTS: In consideration for us promoting you and your music in the ways listed under Paragraph I above, you hereby grant to us the non-exclusive, worldwide right in any media, in any format and by any means, whether now known or hereafter devised, to use the sound recording(s) that you would like us to use (the “Sound Recordings”), to use any and all other materials furnished by you to us, and to use your name, likeness, voice and biographical data in connection with such promotion as contemplated by this agreement during the Term. IV. DELIVERY REQUIREMENTS: In order to effectively promote you and your music, you will need to provide us with the following as soon as possible: 1) Digital files of the Sound Recordings; 2) Pre-approved photographs and a pre-approved biography for the Collective to use in connection with promotional materials, the NYC UNDERGROUND website and for any and all other purposes; 3) Pre-approved and fully-cleared artwork associated with the Sound Recordings of which you hereby give permission for the Collective to use in connection with the sale, distribution and/or promotion of such Sound Recordings; and 4) Any audiovisual recording(s) that you that you would like us to use in connection with promoting you and your music; and 5) Any and all other materials that we may request from you from time to time in order to effectively promote you and your music. V. REPRESENTATIONS AND WARRANTIES: You represent and warrant that: 1) You have the right to participate in the Collective and to enter into and fully perform this agreement; 2) You have the right to grant all of the rights granted herein without any claim by any third party; 3) Any materials provided by you to us during the Term (including, without limitation, Sound Recordings, artwork, photographs, and audiovisual recordings) are approved by you and fully cleared for our use as contemplated by this agreement, and no such materials shall in any way infringe on the rights of any third party; 4) You either own or have secured all necessary clearances and/or licenses for the Sound Recordings and all other materials furnished by you to us; 5) You have no prior oral or written obligations and have not entered into any agreements which would interfere with carrying out the objectives of this agreement; 6) You shall be responsible for the payment of any required record royalties and/or other income due to other artists, authors, co-authors, copyright holders, producers and other record royalty participants from the sale or other uses of the Sound Recordings; and 7) You shall be responsible for the payment of all mechanical royalties due to publishers and/or authors or co-authors of the musical compositions embodied in the Sound Recordings from the sale or other uses of the Sound Recordings. VI. SPLIT OF PROFITS: Any profits that are made in connection with the sale and/or distribution of the Sound Recordings and/or other material furnished by you under this agreement shall be split between you and the Collective after all reasonable costs (including, without limitation, credit card processing fees) relating to such promotion, sale and/or distribution are fully recouped by us. After such recoupment, the split shall be ninety percent (90%) to you and ten percent (10%) to the Collective, which a portion of such ten percent (10%) shall go back into the Collective and will be used to further promote bands within the Collective so that the Collective can grow and prosper. VII. ACCOUNTING: We shall provide accurate accountings to you and shall pay to you your ninety percent (90%) split on a quarterly basis, provided that the amount due to you is equal to or more than twenty-five dollars ($25.00) in the aggregate. Any amount due to you that is under twenty-five dollars ($25.00) will be held over and paid to you in the future accounting period whereby such amount is equal to or more than twenty-five dollars ($25.00) in the aggregate. If you decide to leave the Collective, this agreement shall terminate and we shall pay you any accrued amounts due to you within sixty (60) days of such termination. VIII. OWNERSHIP: As between you and us, all right title and interest in and to any material furnished by you for use in the Collection (including, without limitation, Sound Recordings) shall remain your property. We take no ownership interest in any such material. IX. INDEMNITY: You shall indemnify and hold us harmless, and any or our sponsors or licensees, and the officers, directors, employees and agents of all of the foregoing, from and against any and all claims, damages, costs and expenses (including reasonable attorney’s fees) arising out of the use of anything furnished by you to us hereunder or any breach or alleged breach of warranty, representation or agreement made by you herein. X. MISCELLANEOUS: (a) This agreement contains the entire understanding between the parties, and supercedes all prior understandings of the parties hereto relating to the subject matter herein, and this agreement cannot be changed or terminated orally; (b) The parties agree and acknowledge that the relationship between the parties is that of independent contractors and that 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; (c) The grant of rights, representations, warranties and indemnities contained herein shall survive: (i) the execution and delivery of this agreement; and/or (ii) the expiration or earlier termination of this agreement; (d) A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions; (e) This agreement shall be governed by the laws of the State of New York and the parties consent to the jurisdiction of the courts of the state of New York in the City and County of New York or the federal courts of the United States for the Southern District of New York located in the City and County of New York in connection with any lawsuit, action or proceeding arising out of or related to this agreement. You hereby irrevocably: (i) waive any objection which you might have now or hereafter to the jurisdiction and venue of any such litigation, action or proceeding; and (ii) submit to the personal jurisdiction of any such court in any such litigation, action or proceeding and you waive any claim or defense of inconvenient forum. You hereby consent to service of process by registered mail, return receipt requested, at the address stated above. XI. JOIN THE COLLECTIVE: Print and Send Two (2) Signed Copies to: Guy Ward 144 N. 7th St. Apt# 159 Brooklyn, NY 11211 AGREED TO AND ACCEPTED: NYC LIVE ROCK __________________________ __________________________ ARTIST(S) NAME(S) By: Guy F.Ward President/owner Congratulations! We look forward to working with you! |