Lhp Standard Agreement V1-2008

contract of agreement agreement made this _________________ day of _________________ , 20______ by and between lhp records (part of long hall production studios) of southampton, united kingdom (herein called "the company") and the master owner __________________________________ of __________________________________ (herein called "the artiste"). whereas, the artiste is the owner of a master recording and of the sound recording copyright therein containing the following compositions performed by the artiste. whereas, the artiste desires to assign the said master recording and sound recording copyright to company, now, therefore, in consideration of the foregoing and of the mutual promises hereinafter set forth, it is agreed:

1. recording commitment 1.1 the artiste hereby undertakes, during the term, to perform and record and deliver to the company, fully edited and mixed masters sufficient to constitute the minimum recording commitment. the artiste shall record such compositions the choice of which shall be subject to the agreement of the company. 1.2 the artiste will furnish the company with a master recording suitable for exploitation as to generate revenue for both the artiste and the company.

2. grant of rights the artiste as beneficial owner hereby grants, transfers and assigns to the company by way of present and future assignments:2.1 the full, sole exclusive right and ownership throughout the territory in respect of the masters to manufacture records there from and to sell, release, license, advertise, and otherwise deal or dispose of the same or refrain there from, and the right to authorise others to do any of the foregoing as the company shall in its reasonable commercial judgement, deem appropriate, which right includes without limitation the right:(a) to use and allow others to use the name (including without limitation the present professional name of the artiste or any future professional name) approved likenesses and approved biographical material of and concerning the artiste in connection with the promotion and publicity of the records, the artiste, and the company. (b) to perform publicly or to permit the public performance of the masters and records and the artiste's performances embodied therein throughout the territory. 2.2 the entire copyright and all other right title and interests in and to the masters and the records shall vest solely in the company for the entire period of copyright and all extensions and renewals from then and thereafter in perpetuity for exploitation by any means whether now known or hereafter invented throughout the world free from all restrictions and free from moral rights which rights the artiste hereby expressly waves. 2.3 the artiste agrees to supply the company, at or before the time of execution of this agreement, with a signed copy or a photocopy of a signed copy of any agreement(s) covering the services of the artist(s) recorded in the master recording which is the subject hereof. 3.term 3.1 the “term” of this contract shall be for as long as the company owns the master to which this contact refers to. in any event this shall be for at least (7) seven years. 4. product 4.1 this contract does not bind the artiste to record and release any further masters through the company. 4.2 the artiste shall be committed to assisting the company in the making diversions such as mixes of the original works or “b” sides as commercially needed to release material contained on the master. 4.3 the artiste shall supply to company, in writing, at or prior to execution hereof, the correct title of each recorded work embodied in the master recording; the names of the author, composer and publisher thereof, together with any additional copyright information known to the artiste; the names of the recording artist(s). this shall be listed in exhibit a. the artiste shall also provide a copy of any certificate of sound recording copyright previously obtained.

5. restrictions

5.1 the artiste undertakes and agrees with the company that the artiste will not:5.1.1 for the first (3) three months of the term, render any services with or without others to any person or firm or company other than the company whereby the product of such services may be recorded in any form for the purpose of manufacturing and release of records in any part of the territory subject to clause 5.2 below. 5.1.2 for a period of (1) one year immediately following the expiry of the term (that date five years from the expiry of the term being referred to as the 'restriction date') perform any musical composition recorded by the artiste. 5.2 for the first (3) three months of the term of this agreement the artiste will not for any reason whatsoever give or sell the artiste's services under the artiste's own or professional name or anonymously to any other person, firm, or corporation, other than the company, without first obtaining the company's prior written consent (such consent not to be unreasonably withheld) but nothing here contained shall preclude the artiste from giving or selling the artiste's non-musical services for motion picture films, theatre or broadcasting (whether or not accompanied by television) provided such services are not reproduced as records (save as otherwise permitted hereunder) and do not derogate from the artiste's obligations hereunder and the artiste undertakes to have this condition included in any contract for such services performed during the term or the period referred to in clause 5.1.2. 5.3 the artiste agrees that the artiste's services are unique and extraordinary and the loss thereof cannot be adequately compensated in damages and the company shall be entitled to seek equitable relief to enforce the provisions of this agreement. 5.4 the artiste hereby acknowledges and agrees that the company shall not be liable in any way in consequences of its failure to use the artiste's services notwithstanding having advertised use of the same. 5.5 for the first (3) three months of the term, have any member of artiste may perform as a so-called 'sideman' musician or backing vocalist on recordings of featured art artists other than artist subject to the following conditions:5.5.1 such performances shall not interfere with the performance of any of the artiste's material obligations as stated in this contract. 5.5.2 artiste may not perform a solo or so-called 'step out' performance on any such recording for longer than 20 seconds. 5.5.3 artiste may not receive front cover album credit or credit on advertisements placed in connection with such records or any other credit except on album labels or liner notes of records embodying the artiste's performances as a side-man and in the size and place no more prominent than that accorded to side-man musicians and backing vocalists other than the artiste whose performances are also embodied in that record. 5.5.4 the company shall receive customary credit on all album liners upon which the artiste shall receive any credit (on all such tape labels on which any other record company receives courtesy credit). 5.5.5 the company shall have no financial obligation to artiste or to any other person, firm or corporation by reason of the artiste's performance as a side-man musician or backing vocalist. 5.5.6 not more than two (2) members of artiste may perform as side-man on any particular recording. 6. warranties and representation the artistes warrants, represents, and agrees as follows:-

6.1 the artiste is the absolute beneficial owner of all the rights granted, transferred, and assigned to the company, and the artiste has not done any act or omitted to do any act in derogation of such grant transfer and assignment, and that the artiste has the right power and authority to enter into this agreement and to grant the company all rights and title granted by the artiste or company. 6.2 the artiste hereby grants such consents which are required pursuant to the provisions of the copyright designs and patents act 1988 (and any statutory modification or re-enactment thereof). 6.3 the artiste is not a minor, i.e. is aged 18 or over at the time of signing this contract. 6.4 the artiste is or will forthwith following execution of this agreement become and will remain to the extent necessary to enable the performance of this agreement a member in good standing of all labour unions or guild membership in which may be lawfully required for the performance of the artiste's services hereunder (including without limitation the musician’s union). 6.5 the company shall not be required to make any payments of any nature for or in connection with the acquisition, exercise, or exploitation of rights by the company pursuant to this agreement except as specifically provided in this agreement. 6.6 the master shall not contain any defamatory or obscene material. 6.7 the artiste shall at the request of the company do all acts and execute all documents to confirm the grant transfer and assignments of rights hereunder. 6.8 the artiste further represents and warrants: 6.8.1 it has the full right, power and authority to enter into and to perform this agreement, and it has not granted and it will not grant or attempt to grant to any other person, firm or corporation, rights of any kind inconsistent with the aforesaid grant and which rights would derogate from the rights granted to the company hereunder. 6.8.2 it has not heretofore assigned, pledged or hypothecated the master recording or any part thereof; the same is in all respects free and clear of any and all liens, mortgages, debts and other encumbrances; and no recordings derived from the master recording have been heretofore manufactured or sold as phonograph records or tapes; except that in the event that recordings derived from the master recording have been heretofore manufactured or sold and the artiste has an inventory thereof, the artiste transfers same to the company at the artiste's cost. 6.8.3 it has paid all costs incurred by reason of the manufacture of or creation of the said master recording, including, but not limited to, musicians, singers, arrangements, copying and studio expenses, and all costs related to the creation and design of the package. 6.8.4 there is no claim or litigation pending or threatened involving the master recording or any part thereof. 6.8.5 neither the master recording nor any part thereof nor the exercise by any authorized party of any right granted to the company hereunder will violate or infringe upon the rights of any third party. 6.9 this agreement shall be binding and shall inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives and assigns, and represents the entire understanding between the parties. 7. indemnity the artiste fully takes the responsibility (indemnifies) the company harmless against any liabilities, claims, suits, liability, loss, damage, judgments, recoveries, costs and expenses (including legal fees) arising out of the misrepresentation of warranties given or brought, paid or incurred by reason of any breach or claim

of breach of the artiste's covenants, warranties and representations hereunder. company shall be entitled to designate the defense attorneys engaged in connection therewith. during the pendency of any claim company may withhold moneys otherwise due to the artiste, except that if no suit is filed within twelve (12) months after presentation of a claim, the moneys shall be paid to the artiste. . 7.1 the artiste fully and effectively indemnifies and holds the company harmless against any liabilities, costs and expenses (including legal fees) arising out of the representatives and warrants on the part of the artiste made hereunder. 8. royalties 8.1 as full compensation for the rights granted by the artiste in the master recording(s), company agrees to pay the following (delete as required): 8.1.1 to the artiste, as to units sold, a royalties as specified in the attached schedule a for each unit sold by company on which is embodied any of the selections recorded in the master recording purchased hereunder or other exploitation by the company or its licensees of records embodying the masters and in respect of any other exploitation by the company or its licensees of the masters. the artiste's share of the net profits is sometimes referred to as 'profit payments'. 8.1.2 no royalties shall be paid to the artiste in lieu of a single one-off payment of £___________ (pounds) _______________________ 8.1.3 an advance as specified in section 9 and royalties as specified in the attached schedule a for each unit sold by company on which is embodied any of the selections recorded in the master recording purchased hereunder or other exploitation by the company or its licensees of records embodying the masters and in respect of any other exploitation by the company or its licensees of the masters. the artiste's share of the net profits is sometimes referred to as 'profit payments'. 8.3 no royalty shall be sort or paid to either the company or the artiste for units given away for promotional purposes. all units shall be label as for promotional use. 8.4 as used herein the term 'gross income' shall mean any and all gross receipts actually received by the company in respect of the sale of units embodying the masters. the artiste acknowledges and agrees that in determining actual receipts payable to the company hereunder the company shall be entitled to deduct all discounts, rebates, returns, credits, and similar allowances afforded its third party customers. 8.5 'net profits' shall mean all gross income received by the company in respect of the masters less all direct costs. in computing net profits hereunder the company may retain as a reserve against charges, credits, or returns, such portion of the gross income as shall be reasonable in the company's opinion. 8.6 'direct costs' shall mean all costs and expenses actually paid or incurred by the company in respect of the masters, including without limitation; (a) all costs of manufacturing and exploiting records hereunder including without limitation the direct costs of pressing disc phonograph records, including the costs of making the metal masters, mothers and stampers, and test pressings, the costs of mastering including cd and dat mastering, the cost of duplicating pre-recorded tapes, the costs of formulations and preparation of artwork, including the costs of the colour separation in connection therewith the costs of fabricating jackets, covers, and other packaging materials, including the costs of printing the album jackets, tape inserts, and all other costs of manufacturing records and the packaging. (b) shipping and freight costs incurred by the company in shipping records hereunder to the distributors, subdistributors, or others. (c) costs of storage incurred by the company in respect of records hereunder.

(d) all fees, charges, commissions, or other costs incurred by the distributor of the records hereunder which are payable to the company or charged against sums payable to the company by such distributor. (e) all advertising costs incurred by the company. (f) all costs incurred by the company related to the distribution, merchandising, exploitation, or promotion of the records hereunder, including without limitation the direct costs of materials relating to or utilised in connection with the preparation of advertising or merchandising, campaigns, displays, etc. (g) costs of any additional personnel engaged by the company for the purpose of advertising or promotion of the records and masters hereunder provided if any such personnel shall render services in connection with records hereunder, and other phonograph records for other artistes and shall not invoice the company separately for each of such services, the payments to such personnel shall be pro-rated based on the proportion for which services are rendered in connection with records hereunder as calculated by the company in good faith. (h) legal costs paid or incurred by the company in connection with entering into any agreements with any third parties in respect of records embodying the masters hereunder (but specifically excluding this agreement). (i) any and all taxes which may be imposed by any taxing jurisdiction as a result of the production of the masters hereunder or in connection with the distribution and sale thereof. (j) all recording costs including costs expended in producing audio visual materials paid or incurred by the company in connection with the recording of the masters hereunder. (k) all royalties payable to any individual producer and/or any session musicians. (l) all mechanical royalties payable to the company in respect of the records other than mechanical royalties payable with respect to controlled compositions. mechanical royalties payable in respect of controlled compositions shall be deducted from and payable solely from the artiste's share of the profit payments. where practical budgets will be prepared by the company and agreed between the artiste and the company prior to the actual expenditure being incurred. 8.6 the company shall be entitled to recoup from profit payments all loans and advances paid by the company to the artiste (including without limitation any tour support advanced). 8.7 should the recordings of the artiste hereunder be coupled on a record with recordings not subject to this agreement in full consultation with the artiste then the artiste's share of profit payment shall be that proportion of the rate otherwise applicable that the number of tracks derived from the master and embodied in any compilation record bears to the total number of tracks comprising any such compilation record. 9. advances 9.1 as full compensation for the rights granted by the artiste in the master recording(s), company agrees to pay the following: 9.1.1 to the artiste the sum of ___________________ pounds (£ ____ . __ ), receipt of which is hereby acknowledged as an advance against and recoupable out of any royalties or license fees which may become payable to the artiste pursuant to this agreement. 10. royalty accounting

10.1 payment of all sums to be paid by company hereunder shall be made quarterly on april 30, july 31, october 31, and january 31, and shall be accompanied by a statement setting forth in reasonable detail the computation of such sums. payments shall be made by the company within (90) ninety days of the payment date. these sums shall be paid to the artiste as detailed in exhibit b. all statements shall be binding upon the artiste and not subject to objection by the artiste unless specific objection in writing, stating the basis thereof, is given to company within one (1) year from the date rendered. 10.2 the company shall be entitled to deduct and recoup from all profit payments (if any) payable to the artiste hereunder all monies due to the company under this agreement including without limitation any advances paid to the artiste, any sums required to be paid to third parties (including without limitation independent producers) that company may be required or obligated to with respect to the manufacture, sale, or other exploitation of the masters hereunder and any sums which the company may be required by any governmental regulations to deduct there from. the company shall be entitled to establish a reasonable reserve for record returns and credits. 10.2 the artiste shall have the right at its sole cost and expense not more than once in each twelve (12) month period to inspect the company's books and accounts relating to the sales of records hereunder during usual working hours and at such a place at which such books and accounts are kept. the artiste shall give (10) ten days written notice. in the event that the artiste discovers an error in computation of royalties or payments due hereunder and that error is agreed to by company, then company agrees to refund the fee as noted herein. 10.3 profit payments for records sold for distribution outside the united kingdom ('foreign sales') shall be computed in the national currency in which the company is paid by its licensees and shall be paid to the artiste at the same rate of exchange at which the company is paid. if the company is unable for reasons beyond its control to receive payment for such sales in english currency in the united kingdom royalties therefore or the artiste's share of the advance shall not be paid to or credited to the artiste's account during the continuance of such inability and if the accounting subsequent to thereto refers the actual payment of profit payments to the artiste the company shall notify the artiste if such inability and shall if able to do so deposit such profit payments to the artiste's credit in such foreign currency in a foreign depository at the company's sole cost and expense any deposit of such monies as aforesaid shall be in full discharge of the company's obligation with regard thereto.

11. controlled compositions 11.1 all controlled compositions are hereby licensed to the company and its licensees for the united kingdom of great britain at a royalty rate per schedule a. 11.2 mechanical copyright royalties payable to the artiste hereunder shall be paid only in respect of records which require payment of royalties to the artiste pursuant to this agreement and notwithstanding anything to the contrary contained in this agreement in the event that the terms and conditions of the company's agreement(s) with its licensees in the united kingdom of great britain shall provide for the nonpayment of or a reduced rate of payment of mechanical copyright royalty in respect of controlled compositions then the mechanical copyright royalty payable by the company hereunder shall be correspondingly reduced but the effect of such reduction shall not be to reduce the payment in respect of each controlled composition. 11.3 any assignment made of the ownership or copyright in or right to license the use of any controlled compositions shall be made subject to the provisions hereof whether or not such assignment thereof shall be made before or after the date hereof. 11.4 the artiste hereby covenants and undertakes that the compositions will be available to the company in the united kingdom and in all other territories for use at the lower of (a) the rate agreed by the company or its licensees with any music publishing industry association for the payment of any mechanical copyright royalties in respect of records sold or (b) the rate agreed by the recognised record industry association in the particular territory with any music publishing industry association for the payment of mechanical royalties in respect of records sold therein. 11.5 company will take usual and customary steps to protect the copyright in the sound recordings, including the use of appropriate notices of copyright. 12. recording costs 12.1 if the company shall be required to make a payment to a producer of the masters by way of an advance or royalty any such payment shall be deducted from advances and/or profit payments payable to the artiste hereunder. if any master is recorded in circumstances which render that company liable to make a per record royalty payment to any third party then any such payment shall be deducted from payments due to the artiste hereunder. 13. merchandising 13.1 the artiste acknowledges and confirms that the company shall possess so all so called 'merchandising rights' in respect of the artiste on the same terms as the recording rights noted above. 13.2 without limiting the generality of any of the foregoing, the exclusive rights hereby granted to company include the following: 13.2.1 the right to manufacture, sell, lease, license, advertise or otherwise use or dispose of in any and all fields of use, or to refrain there from, phonograph records containing the performances embodied in the said master recording upon such terms and conditions as company shall desire or may agree. 13.2.2 the right to sublease, sublicense, or lend to any person, firm or corporation matrices, mothers, stampers or copies or derivatives in any other form of the said master recording and to grant the right to any such person, firm or corporation to manufacture and sell phonograph records derived there from. 13.2.3 the right to release, advertise and sell phonograph records produced from the said master

recording and to permit others to do so, under the name "lhp records" or under any trademark used thereon by company in the united kingdom, or under such other trademark or name as company shall desire or may agree. 13.2.4 the right to use and allow others to use the name, likeness and biography of each artist whose performance is embodied in the said master recording in connection with the advertising, publicizing or sale of phonograph records manufactured there from. 13.2.5 the right to perform publicly, or to permit the public performance, by means of radio broadcast or otherwise, or to refrain there from, of phonograph records manufactured from the said recording. 13.2.6 the right to use and to control the use of the said master recording, matrices, mothers, stampers, or other copies or derivatives and records produced from the said master recording, and the performances embodied therein, in all of the countries in the world. 14. press promotion and artwork company represents its intention to promote the recordings embodied in the master recording as specified in exhibit c. in the event that company does not fulfill this obligation within two years from the date of this contract, the artiste may purchase the master recording at the cost of all royalties paid to the artiste to date. 14.1 the artiste shall from time to time at the company's request whenever the time shall not unreasonably interfere with the artiste's other professional engagements attend at such times and places as the company may reasonably require:(a) for photographic sessions and artwork. (b) for press interviews. (c) to make personal radio and television appearances. (d) to make any other similar publicity appearance. 14.2 the design of the artwork for the packaging/container of each record to be released hereunder shall be decided upon by the company based upon ideas therefore initially proposed by either party to the other and the company shall obtain the artiste's prior consent before exploiting any such artwork (such consent not to be unreasonably withheld). the company shall be responsible for the actual preparation/manufacture of the subject packaging/container in accordance with the designs. 14.3 notwithstanding anything to the contrary herein the company hereby reserves the right to insert in packaging of records hereunder material selected by the company such material not to be of an obscene or defamatory nature but primarily intended to promote environmental and social causes. 14.4 the artiste retains a license to sell any existing stock in inventory and to include songs from the master recording on compilation records in order to promote and sell existing stock. 14.5 the artiste agrees on behalf of itself and any other company or person affiliated with the artiste that no recordings derived from the master recording will be sold or manufactured by them commencing with the date of this agreement. notwithstanding what is stated in the prior sentence, the artiste may purchase from company records manufactured or owned by company for purposes of its obligations under this contract, and the artiste may sell these records at live performances in the event the artiste is the performer on the master recording. 15. loan out companies if at any time the artiste shall be desirous of entering into any agreement with any person, corporation, or

partnership, would become entitled to any of the artiste's services under this agreement with the right to loan out or otherwise make such services available to the company then the artiste shall first inform the company and shall at the same time as the artiste enters into any such agreement procure such person, corporation, or partnership to enter into any such agreement with the company in respect of such services on the same terms and conditions (mutatis mutandis) as those set out in this agreement and the artiste will enter into an inducement letter addressed to the company in respect of such agreement which shall contain such warranties undertaking guarantees and indemnities as the company shall reasonably require but not so as to be more onerous upon the artiste than any such contained in this agreement. 16. incorporation if during the term hereof the company should enter into a contractual or other relationship or arrangement with a company under control of the company or whereby the company's services hereunder are to be made available to the artiste by such company the artiste shall not raise any objection thereto and shall upon request by the company enter into an agreement (hereinafter called "the new agreement") upon the same terms (mutatis mutandis) as are herein contained with such company and thereupon shall release and discharge the company from all liability to the artiste hereunder (save in respect of any matters antecedent to such new agreement). 17. termination 17.1 without prejudice to the company's other rights and remedies hereunder the company shall be entitled to terminate the term of this agreement by notice in writing to the artiste if the artiste shall be in material breach of any of its obligations hereunder and fails to remedy such breach (if capable of remedy) within thirty (30) days after the company's request to do so if such breach is incapable of remedy. 17.2 without prejudice to the artiste's other rights and remedies hereunder the artiste shall be entitled to terminate the term of this agreement by notice in writing to the company if the company shall be in material breach of any of its obligations hereunder and fails to remedy such breach (if capable of remedy) within thirty (30) days after the artiste's request to do so or if such breach is incapable of remedy. 17.3 without prejudice to the company’s other rights and remedies hereunder the company shall be entitled to terminate the term of this agreement by notice in writing to the artiste if the company believes the agreement to no longer be a viable working agreement to make sufficient profit against any costs it has or will incur. in such circumstances the company shall allow the artiste thirty (30) days to meet with the company to remedy such issues, after which period if mediation is not reached all parties shall be released from its obligations of this agreement. the company shall however continue to own the rights of all recordings covered by this agreement. 17.4 without prejudice to the artiste’s other rights and remedies hereunder the artiste shall be entitled to terminate the term of this agreement by notice in writing to the company. in such circumstances the artiste shall be obliged to meet with the company during a thirty (30) day period from the date of written notification to allow for negotiation of the situation. should such negotiations not reach amicable conclusion, all parties shall be released from its obligations of this agreement. the company shall however continue to own the rights of all recordings covered by this agreement.

18. artiste's leaving provision 18.1 it is acknowledged that the artiste currently comprises a group known under the professional name mentioned at the head of this agreement and that although this agreement covers the services of the artiste primarily as the group (hereinafter called "the group") performing under the said name it shall nevertheless extend to include individually and collectively subject to the provisions of this clause 18 and 19 set out below. 18.2 should any member of the artiste cease to be a member of the group the company may at the option of the company terminate the term of the agreement insofar as it relates to:(a) such individual member of artiste ceasing to be a member of the group and/or (b) the remaining members of the group. 18.3 the company's exercise of either of its options pursuant to sub-clause 18.2 above shall be exerciseable by written notice given following a change in the group membership but not later than three (3) months after the company has received written notice of such fact. 18.4 if any other person joins the group (whether or not any member of the artiste herein named shall cease to be a member) the artiste shall procure such joining member shall become party to this agreement and shall sign any document required by the company to give effect to this provision. 18.5 if the company elects not to terminate in such event as to such individual resigning or ceasing to be a member this agreement will continue in full force and effect as to such individual who will be requested so to do by the company within the said three (3) month period enter into a separate agreement with the company upon the same terms and conditions (mutatis mutandis) as are herein set forth for the unexpired portion of the term hereof.

19. definitions in this agreement the following expressions shall have the following meanings:19.1 "album" shall mean one twelve inch thirty-three and one third rpm record or the equivalent thereof sold in a single package with an aggregate continuous playing time of not less than forty-five minutes. 19.2 "controlled compositions" shall mean all and any compositions owned or controlled in whole or in part by the artiste to the extent of such part. 19.3 "delivery" or "delivered" when used with respect to master recordings means the actual receipt by the company of the fully mixed and edited 1/4 inch tape or dat tape of the masters which are of first class suitable technical standard ready for the company's manufacture of phonograph records the safety master the copy master required by the company in connection with the release of such records. 19.4 "masters" shall mean all original recordings recorded during the term of this agreement embodying the performances of the artiste and any other recordings delivered to the company hereunder embodying the performances of the artiste. 19.5 "record" "records" “phonograph record” shall have the meaning attributed thereto by the copyright designs and patents act 1988 and in addition thereto such additional meanings as hereinafter appearing including without limitation all conventional types of gramophone records now in use (including without limitation compact discs and compact disc videos) as well as tape recordings of all types and any other products and devices now known or unknown by which sound alone or sound coupled with visual images may be recorded for laser instrument or device or via radio television or any other medium whether now known or unknown including without limitation to the foregoing cinematograph film soundtracks and videotapes and any other device by which both visual images and sound may be transmitted to an audience simultaneously or by which the artiste's performances may be recorded for such use. 19.6 "recordings" shall mean original sound recordings embodying masters or combination of sound recordings embodying masters whether recorded together with visual images or not and whether on magnetic recording tape or wire lacquer or wax disc film or any other substance or material now known or unknown. 19.7 "services" shall mean all of the services which the artiste is required to perform hereunder including without limitation performing recording and delivery of masters hereunder the performance recording and delivery of audio-visual performances of the artiste hereunder. 19.8 "single" shall mean a recording of sufficient playing time to constitute two sides of one seven inch forty-five rpm record with an aggregate continuous playing time of not less than five minutes. 19.9 "term" shall mean that period(s) specified in clause 3 above. 19.10 "territory" shall mean the world and all its territories. 20. legal advice the artiste acknowledges that the artiste has been advised by the company to seek independent legal advice from a lawyer with experience in the music industry with regard to the terms of this agreement.

21. status nothing contained in this agreement shall be construed as a partnership or contract of employment or agency between the company and the artiste and no variation of this agreement shall be binding unless made in writing and signed by both the artiste and the person duly authorised to make such variation on the part of the company. 22. notices any notice required to be given on pursuance of this agreement shall be given by recorded or registered delivery pre-paid letter post to the party to whom the same is addressed at the address mentioned in this agreement or to the last known address of the party to be served with such notice and shall be deemed properly served given forty-eight (48) hours from the date of dispatch of same. 23. miscellaneous 23.1 each option and/or election granted to the company under the terms of this agreement including without limitation to suspend the running of one or more periods of time specified in this agreement to extend the term of this agreement or otherwise is separate and distinct and the exercise of any other option or election shall not operate as a waiver of any other option or election unless specifically so stated by the company in its notice of exercise of such option or election. 23.2 breach of this agreement on the part of the company shall be deemed material unless the artiste shall have given the company notice of such breach and the company shall fail to discontinue the practice complained of (if a practice of the company is the basis of the claim of breach) or otherwise remedy such breach within thirty (30) days after receipt of such notice of such breach is reasonably capable of being fully remedied within such thirty (30) day period and proceeds with reasonable diligence to complete the remedying of such breach. 23.3 the company has not made and does not hereby make any representation or warranty with respect to the extent of the sale of records embodying masters. 23.4 in the event that a winding-up petition is lodged against the company and not discharged within twenty-one (21) days or the company goes into liquidation (other than a voluntary liquidation without insolvency for the purposes of reconstruction of amalgamation) then the term hereof shall automatically expire. 23.5 mediation-arbitration clause: 23.5.1 if a dispute shall arise under the terms of this agreement, the party claiming the dispute shall have 30 days to notify the other party. the party not claiming the dispute shall have 30 days to remedy the dispute. in the event that the dispute is not remedied within this time period, then any party at their option shall have 10 days to submit the dispute to mediation in accordance with the rules of arts arbitration and mediation services, a program of california lawyers for the arts. if mediation is not successful in resolving the entire dispute, any outstanding issues shall be submitted to final and binding arbitration in accordance with the rules of that program. if such services are not available, the dispute shall be submitted to arbitration in accordance with the laws of the state of california. the arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof. 24. jurisdiction this agreement shall be governed by english law and its jurisdiction.

in witness

signed by ...........................................................

for and on behalf of the company in the presence of:- .....................................

signed by .......................................

signed by .......................................

signed by .....................................

signed by ......................................

signed by .......................................

schedule a this schedule lists the rate of royalties payable to the artiste during the term of this contract

exhibit a this master purchase agreement transfers ownership of the master recording and of the sound recording copyright therein containing compositions performed by the artist which compositions are listed below: track number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 date of creation recorded at other details

title

length

composer

author

publisher

exhibit b for the purposes of this contract, all royalty payments shall be made payable to: __________________________________________ and shall be sent to the following address: __________________________________________ __________________________________________ __________________________________________ __________________________________________ changes to the designated payee or to the address shall be submitted in writing to lhp records at least two weeks before such changes are to take effect.

exhibit c company agrees to perform the following promotional activities, at no cost or obligation to the artiste: •

to mail a minimum of 20 copies of the recording to radio stations

•

to reserve at least 25 additional copies of the recording for promotional purposes

•

to announce the release of the album on the internet

•

to submit the release to itunes

•

to give free consultation to the artiste for the first (3) three months of the term

the company agrees to provide the following services to the artiste at reduced rates:

the company agrees to provide the following services, at no cost or obligation to the artiste: