PRODUCER AGREEMENT
No. TOD-PROD-2016-0001
This Producer agreement(this “Agreement”) is entered into as of 2016-05-02(the “Effective Date”), by and between Track Or Die, a limited liability company with offices at 100 Studio Way, Suite 200, Example City, USA 00000 (“Label”), and Def Jam Recordings, with a principal address at 88 Crescent Avenue, Apt 3B, Brooklyn, New York 11225(“Counterparty”, and together with Label, the “Parties”).
WHEREAS, Label is engaged in the business of producing, distributing, and exploiting sound recordings and owns or controls rights in the musical work entitled “Trap Back” as performed by 2 Chainz;
WHEREAS, Counterparty possesses the skills and experience relevant to the services contemplated by this Agreement and desires to render such services to Label on the terms set out below; and
WHEREAS, the Parties wish to record their entire understanding with respect to the subject matter hereof;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. PRODUCER ROYALTY.
Label shall pay Counterparty a royalty of four percent (4%) of the published price to dealer (PPD) on one hundred percent (100%) of net sales of the Master, escalating prospectively to four and one-half percent (4.5%) upon aggregate net sales exceeding five hundred thousand (500,000) units. On any track embodying the services of more than one royalty-bearing producer, the foregoing rate shall be reduced pro rata among all such producers. Royalties shall be calculated, accounted, and paid in the same manner and at the same times as royalties are payable to the principal artist.
2. ADVANCE & RECOUPMENT.
In consideration of the services rendered hereunder, Label shall pay Counterparty the advance set out in Schedule A, which shall be recoupable solely from royalties payable to Counterparty under this Agreement. For the avoidance of doubt, the advance shall not be cross-collateralized against royalties arising from any other master, agreement, or account between the parties.
3. CREDIT.
Label shall accord Counterparty credit in the customary form on liner notes and in all digital service provider credit fields, wherever credits of a similar nature are customarily given. No casual or inadvertent failure to accord such credit shall constitute a breach, provided the failure is cured on a prospective basis promptly following written notice.
4. PUBLISHING.
Counterparty shall retain one hundred percent (100%) of the writer's share of the composition embodied in the Master, and nothing herein shall be construed as a grant of co-publishing or administration rights in the composition to Label. Any participation by Label in the publishing income of the composition is expressly excluded from the scope of this Agreement.
5. MASTERS.
All Masters produced hereunder, together with all reproductions derived therefrom and all copyrights therein, shall from inception be the sole and exclusive property of Label, free of any claim by Counterparty or any person deriving rights through Counterparty. Counterparty shall hold no right of reversion and no approval right over the manner of exploitation, and Label may exploit or decline to exploit the Masters in its sole discretion.
6. TERMINATION & CURE.
Neither party may terminate this Agreement for a payment default unless the defaulting party fails to cure within thirty (30) days after receipt of written notice specifying the default in reasonable detail. Termination shall not affect payment obligations accrued prior to the effective date of termination, and the provisions of this Agreement which by their nature survive termination shall so survive.
7. TERRITORY; GOVERNING LAW.
The territory of this Agreement is World. This Agreement shall be governed by and construed in accordance with the laws of Tennessee, without regard to its conflict-of-laws principles.
SCHEDULE A — SPLITS
| Party | Role | Share |
|---|---|---|
| Street Symphony | Master | 100.00% |
| Track Or Die Publishing | Publisher | 100.00% |
| Street Symphony | Writer | 100.00% |
The aggregate deal value under this Agreement is $50,000.00. Label shall pay an advance of $50,000.00, recoupable as provided in this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date, each signatory below warranting that they are duly authorized to bind the Party on whose behalf they sign.
TRACK OR DIE
DEF JAM RECORDINGS