contract

FIRST OPTION RECORDING AGREEMENT

The parties:

  1. The limited liability company under Dutch law, Armada Music B.V., registered at the Pilotenstraat 6K, 1059 CJ Amsterdam, The Netherlands, hereby duly represented by Maykel Piron, hereinafter referred to as “Armada”

and

  • Tibor Tomecko p/k/a ‘’ReOrder’’, Ke Stadionu 946/19, 19600, Prague, Czechia, reorderdj@gmail.com, hereinafter referred to as “Artist”;

WITNESSETH:

In consideration of the representation, warranties and mutual promises hereinafter set forth and for other good
and valuable consideration the sufficiency of which is hereby acknowledged by the parties, it is agreed as follows:

  1. Definitions

In this Agreement the following terms have the following meaning:

  1. Advance: 

a payment to Artist, a cost and/or an expense which is a pre-payment of, or recoupable against, royalties of Artist’s share of income payable hereunder, which in each instance shall be debited to his/her royalty account

  1. Record(ing)(s):

every recording of image and/or information and/or sound or a combination thereof embodied on the Master, made with the purpose of or suitable for the making of Reproductions thereof, which are able to (simultaneously) reproduce information, image and sound; 

  1. Title:

a work (composition) performed and recorded by an Artist on a Master (including all versions, mixes or remixes thereof);

  1. Track: 

a part of the Master containing a Recording of a specific version of a certain Title by the Artist whether or not made as a trial, a remix, incomplete or rejected version;

  1. Master: 

analogue or digital information carrier embodying an audio, visual or audiovisual Recording(s) of the performance of one or more Titles, suitable for use without further adjustment for the production of Reproductions of the highest quality;

  1. Artist:

performing artist, or group of performing artists, of whose performances Recording(s) have been produced, and are embodied on the Master(s), {##ArtistName##};

  1. Reproduction: 

a reproduction intended for Exploitation of one or more Recordings as set out on the Master, or parts thereof, in the form of vinyl records, in the form of ring-tones, Downloads, music cassettes, compact discs and similar laser-read carriers and every other audio carrier in accordance with all currently known and still unknown recording and playing techniques;

  1. Exploitation:

Armada’s or its licensees’ commercial exploitation of Masters by way of the distribution and sale through any and all channels of distribution, whether now known or hereafter developed. The terms “Exploitation”, “Exploiting”, “Exploit” and “Exploited” shall all have identical meanings; 

  1. Release: 

start of the Exploitation by launching the Master, or Reproductions of the Master, to the general public in a meaningful commercial way, in a specific configuration and in a certain Territory subject to the terms hereof;

  1. Compilation: 

a Reproduction consisting of a collection of Tracks originating from various Masters and various Artists;

  1. Territory:

Universe;

  1. Net Invoiced Value: 

The amount Armada received after charging any third party for the sale of the reproduction or a form of exploitation of reproduction under this Agreement, less applicable taxes, distribution costs, mechanical copyrights, sales costs, discounts, middle man costs and overrides;

  1. Artwork:

artwork created or used in connection with the Recordings suitable for use in the framework of sales promotion material in whatever sense, including but not limited to promotional material in newspapers, on the radio, television and internet, on flyers, inlay cards, record covers, boxes and packing materials; 

  1. Album:

a Reproduction consisting of a collection of Tracks, all versions performed by a specific Artist sufficient for the playing time of a normal CD;

  1. Copyright Materials: 

Artist’s Recordings, remixes, Parts, Artwork, music videos and/or any other mobile or online assets, data or materials relating to the Master;

  1. Exclusivity:

the sole and exclusive right of Armada in connection to the Exploitation of the Master and Reproductions thereof using Artist’s name or any variation or part thereof as the executive producer, presenter or other similar identifying characteristic or which contain a featured credit for Artist shall, subject to all of the terms and restrictions set forth herein; 

  1. Parts:

a piece of the Master which embodies the recording of an individual instrument or voice (or group of identical instruments or voices) within a larger work (composition);

  1. Single:

shall mean a Recording containing one or more Titles (not more than 4), to be released as a Single, including all versions, mixes and remixes thereof;

  1. Controlled Compositions: 

a composition contained in any Recording which is written or composed in whole or in part by Artist or which is owned or controlled directly or indirectly in whole or in part by Artist or by any person, firm or corporation associated or affiliated with Artist;

  1. ETR:

a Recording made available to consumers by electronic transmission in such a way that consumers may access the Recording from a place and at a time individually chosen by them through any communication medium whether now or hereafter known (including, but not limited to, transmission or distribution via: wired and/or wireless systems, broadband, narrow band or other, Internet, satellite, optical fiber, wire, cable or telephone) and without regard to whether the same is simultaneously performed in an audible fashion during such transmission;

  1. Collaboration

Artist and Armada will engage a long term collaboration in connection to the release of music by the Artist. Artist will furnish its services to Armada as a (recording) artist in the broadest sense of the word. Artist will create and deliver master recordings embodying performances of the Artist in accordance with the terms hereof (hereinafter individually and jointly referred to as “Masters”). Subject to clauses 4.5 and 4.6, Artist agrees the services furnished by him are exclusive for the territory of the world (the “Territory”) and for the Term of this Agreement. Subject to clauses 4.5 and 4.6, the Masters delivered by Artist will be exclusively released and exploited by Armada in accordance with the terms as set out hereafter. During the Term of the agreement Armada shall be the sole party entitled to exploit the accepted Masters, or grant other parties the right to do the same.

  1. Term & Exploitation Period
    1. The Term of the agreement shall commence on the date hereof and shall expire 1 (one) year following the first release of a Master delivered by Artist under the Agreement (The “Initial Period”). During 5 (five) weeks before the release and 5 (five) weeks after the release of a Master hereunder, Artist warrants and represents that no other party than Armada (and its designees) will have the right to release or Exploit previously unreleased master recordings in the Territory featuring the Artist’s performances (‘’Exclusivity Window’’). For the avoidance of doubt, during the Exclusivity Window of the Agreement, Armada shall be the sole party that is entitled to release master recordings (co)produced by Artist or in connection to which Artist is tagged as a primary artist on Digital Service Providers. 
    1. Armada shall have 1 (one) consecutive option to extend the Term for an additional one year period, all on the same terms and conditions shall be applicable as agreed herein (the “Option Period”). The Initial Period and the Option Period shall hereunder shall sometimes be referred to as the Contract Period. Armada shall exercise its option rights in writing at any time during the then ongoing Contract Period, ultimately on the last day of such Contract Period. 
    1. In the event Armada has not notified the Artist in writing as described in article 3.2 it wishes to exercise its Option Right, nor notified Artist that Armada will not exercise its Option Right, Artist will notify Armada in writing (email shall suffice) that Armada’s Option Right has not been exercised, granting Armada an additional 14 (fourteen) day period to exercise its Option Right. The Contract Period shall be deemed to have continued until Armada exercises its Option right, or Armada gives Artist notice it declines to exercise its Option Right, or until the end of the 14 (fourteen) day period (whichever shall first occur).
    1. For the avoidance of doubt, during the Term of this Agreement Artist will no longer be entitled to grant any rights to third parties with regard to Masters already licensed to Armada nor to Exploit those Masters itself in the Territory. Armada is entitled to assign and transfer in whole or in part her rights under this Agreement to any subsidiary, affiliate, controlling or other company related to Armada or to any person or entity owning or acquiring a substantial portion of Armadas stock or assets or into which or with which Armada might merge, consolidate or form a joint venture. Armada is entitled to grant any license or sublicense to any third party.
    1. Armada shall have the exclusive right to use and exploit the Masters in the Territory as set forth herein during the ‘’Exploitation Period’’, which is hereby defined as perpetuity. 
  2. Deliverables
    1. Throughout the Term, and at Armada’s request, Artist shall perform in connection to the recording of Compositions (as hereinafter defined) selected by Artist and Armada jointly, not recorded by Artist prior to this Agreement and featuring Artists performance (Masters). Each Master shall be subject to Armada’s good faith approval as technically and commercially satisfactory to Armada. 
    1. For each Master delivered by Artist to Armada, Armada shall within 3 (three) weeks of receipt thereof inform Artist whether she wishes to commercially release and exploit such Master during the Term (on a date to be negotiated in good faith and mutually agreed upon between parties).  The delivery of a Master will include at least 3 (three) versions (original version with extended mix, an instrumental version, one additional remix (if there is one)) and a radio edit of the Track in the form of a production copy of the highest sound quality. In the event Artist fails to deliver a radio edit as requested, Armada shall be authorized to make one. Any costs related to such production by a third party, shall be recoupable as agreed in article 12.6. 
    1. Together with the delivery of the Master, Artist shall provide Armada at the same time with all the necessary information that Armada needs for the Exploitation of the same, such as, but not limited to, the Title of the work(s) recorded, the names and the biographical particulars of all of the authors, composers, artists, producers, publishers and all others that have contributed to the Master.
    1. The delivery of all the materials as mentioned in this article shall take place by the delivery thereof at the address of Armada offices or via post / e-mail and is taken in account only when a note of delivery has been signed by Armada, which shall not be unreasonably withheld or delayed. Artist is fully responsible and liable for the accuracy of all the information provided to Armada.
    1. In the event a Master is not accepted or if Armada declines to commercially release a Master for Exploitation (each, an “Unreleased Master”), all rights in respect of such Unreleased Master(s) granted to Armada, if any, hereunder shall automatically revert to Artist.
    1. In the event described in Clause 4.5 here above, Artist is allowed to release such Unreleased Master via a third party label, the release of any such Unreleased Master and the release date thereof will require prior written approval by Armada, which will not be unreasonably withheld or delayed. For the avoidance of doubt, the non-acceptance of an Option Master will not void Armada’s option right on any further Masters delivered during the Term of the Agreement. 
  3. Grant Of Rights
    1. Hereby Artist assigns to Armada during the Exploitation Period all rights of ownership, use and Exploitation rights in and to the Masters and the Recordings thereof. By way of the assignment  of the said rights as from the date of signing this agreement, Armada shall be the sole owner and exclusive right holder, and is solely permitted to Exploit the Master(s) throughout the universe during the Exploitation Period in the broadest meaning possible (including but not limited to right to sell, distribute, market, promote, broadcast, publicly perform, synchronize with master in audiovisual productions). This assignment of rights includes the right to use and Exploit the Master and Title as specified above in each and every form within the Territory under any name, label or trademark, with the exclusion of all others. These rights also pertain to the rights of Artists, producers and all others that have contributed in one way or the another to the recordings embodied on the Master and Artist declares that all rights of third parties are hereby acknowledged and incorporated in the assignment of rights to Armada, unless parties have agreed differently in writing. Armada shall be solely regarded and registered as the phonogram producer and master owner in connection to the Masters in the Territory and all the income out of such registration (such as neighboring rights income and broadcast fees) and exploitation of said phonogram producer’s share shall be fully for the benefit of Armada. For the avoidance of doubt, Artist shall be solely regarded and entitled to register as Artist in connection to the neighboring rights/broadcast fees in and to the Master(s).
    1. Armada shall be entitled to transfer its rights and obligations under this Agreement wholly or in part to third parties and/or to grant (sub)licences to third parties, in which case all of Armada’s obligations to Artist shall remain in effect. 
    1. Artist shall not transfer or assign its rights under this agreement to any third party without the prior written approval of Armada.
    1. Notwithstanding other rights granted in this Agreement, Artist grants Armada the perpetual right to use the name, the approved artist- or project name(s), the trademarks and logo that is used by Artist, featured Artists or other contractual parties of Artist (including the artistic way such name is being depicted and used by the Artist), as well as any Artwork owned, designed or controlled by Artist, all in connection with the Exploitation of the Master(s) hereunder. Such rights shall be exclusive during the Term hereof and non-exclusive thereafter.
    1. Without otherwise limiting Armada’s rights as set forth in this Agreement, and provided that Artist is in compliance with its obligations hereunder (which shall be fulfilled on a first priority basis), Armada agrees that Artist shall be permitted during the Term to produce and remix master recordings embodying the performances of third parties, so long as the use of Artist’s name in connection with any such recordings is limited to a standard industry credit (i.e. not on the front cover or spine and not as the artist or title designation of the record).For the avoidance of doubt, records using Artist’s name or any variation or part thereof as the executive producer, presenter or other similar identifying characteristic or which contain a featured credit for Artist (e.g. ReOrder presents _________) shall, subject to the foregoing sentence, be subject to all of the terms and restrictions set forth herein.
  4. Exclusivity of the Titles and Artist
    1. Artist undertakes and guarantees Armada that the musical composition embodied on the Master shall not be (re-) recorded, mixed, remixed by Artist or offered for Exploitation to any third party, twenty-five (25) years subsequent to the date of the release of the Master under this Agreement, unless with the explicit approval of Armada beforehand in writing. Further, the above re-recording restriction shall apply to featured artists whose performances are embodied on any Masters delivered hereunder (regardless of how such featured artists are credited).
    1. Subject to clauses 4.5 and 4.6, during the Term of the Agreement Armada will exclusively represent Artist in connection to his performances that will be embodied on master recordings commissioned by or released by third parties.
  5. Advances on Royalties 
    1. As an advance on the royalties to which Artist is entitled in connection with the rights granted to Armada under this Agreement, Armada shall pay an advance of €500,- (five hundred euros) per Master, which Advance is fully recoupable against royalties payable to Artist but non-returnable. Armada shall pay the advance to Artist following the acceptance of each Master, within 30 (thirty) days after receipt of an invoice from Artist, full execution of the Agreement by all Parties, full execution of all agreements and/or clearances in connection to the Master, and delivery and acceptance of all materials as agreed in article 4 of this agreement. In addition to the above, any amount paid by Armada or on Armada’s behalf to Artist and/or on Artist’s behalf shall be an Advance unless otherwise specifically agreed in writing by Armada or otherwise explicitly provided herein. The Advance(s) set out above are inclusive of Advances to collaborating artists and all recording costs incurred by Artist (if any) in respect of the Recordings. Payment shall be arranged within 30 (thirty) days after receipt of an invoice from Artist.
    1. All advances as mentioned in this article and all other recoupable costs in this Agreement are to be compensated cross collateral against royalties under this Agreement and/or any other agreements between the Parties.
  6. Royalties
    1. As sole and only compensation for the assignment and the Exploitation of the assigned rights under this Agreement, Armada shall compensate Artist with royalty payments, as listed below:
  7. For the sale of ETR in whatever method sold against full price: a royalty of 25% (twenty-five percent);
  8. For each vinyl configuration Reproduction of a Single/Album sold against full price: a royalty of 20% (twenty percent);
  9. For each CD Reproduction of a Single/Album sold against full price: a royalty of 20% (twenty percent);
  10. In case Armada decides to promote the sale of a Single/Album by radio- and/or TV advertising and or marketing campaigns comparable in size and costs, Armada shall pay Artist 50% (fifty percent) of the royalties described in clause a) and b) for each Reproduction of a Single sold during a period commencing 3 (three) weeks prior to the relevant campaign until 3 (three) months after the relevant campaign;
  11. For each Reproduction of an ‘in-house’ originated compilation sold as a bundled download and against full price: a royalty of 16,5% (sixteen point five percent), pro-rata; 
  12. For every Reproduction sold against mid-price: zero comma sixty-seven (two third) of the royalties stated in clauses a) to e); 
  13. For every Reproduction sold against budget price: 50%  (fifty percent) of the royalties stated in clauses a) to e); 
  14. In case of income derived from advertised videos on YouTube in relation to the Track(s) under this Agreement, Armada shall pay Artist the royalties as mentioned in this article only in case of 2 (two) million or more views on YouTube, calculated each time, per specific video;
  15. For the sales through any physical and/or digital Exploitation in whatever method, in the territory of USA, Canada & Mexico initiated and marketed by Armada and/or an affiliated entity, Artist shall receive 65% (sixty-five percent) of the royalties as mentioned in article 8 of this Agreement. 
    1. On all other formats not mentioned in this article and not further described in this Agreement, now known or later developed,  including but not limited to CD’s extra, Enhanced CDs, CD-ROMs and DVD’s (Digital Versatile Discs),  the royalties shall amount to 50% (fifty percent) of the royalties stated in this Agreement in clause a) to e); 
    1. On all third party exclusive and non-exclusive licensing income, Artist shall receive 50% (fifty percent) of the Net Invoiced Value. On the income derived through digital Exploitation by third parties for sales of third party Compilation(s) and/or Single(s), Artist shall receive the full royalty as mentioned in clause 7.1 a) & e) of this Agreement.
    1. No royalties are payable for:
  16. Reproductions that are evidently delivered as “free goods”;
  17. The first 250 (two hundred and fifty) sales of vinyl Reproductions;
  18. Reproductions that are evidently delivered bonus or for free to or by mail order companies, book clubs, record clubs and similar organizations;
  19. Reproductions that are evidently distributed bonus or for free for purposes of review, promotion or publicity;
  20. Reproductions that are evidently distributed as cheap “samplers”, for demonstrations, promotions or campaigns or for a special promotion campaign for performances of Artist or artists in general
  21. Reproductions that are evidently sold for or below actual cost price and/or after removal from Armada Music’s catalogue.
    1. The number of Reproductions distributed in any of the manners stated in clause 7.4 shall be in accordance with the number usual in the industry and shall be in reasonable numbers.
    1. Armada has the right to compensate with royalties to be paid to Artist hereunder all amount of damages paid to any third party with respect to any infringement of rights that Artist has granted to Armada notwithstanding any of the other rights that Armada may have under this Agreement.
    1. The royalties as to be paid by Armada to Artist as mentioned in this article are deemed to also include full compensation that Artist might be obliged to pay to Artist(s), performing artist(s), producer(s) and all others that have contributed to the Recording(s) on the Master(s), to the right holders to samples that have been used, and all other possible third parties, excluding the composers, authors and music publishers and any other third party, collecting their own payments in connection with the musical composition embodied in the Recording(s). Artist declares to fulfill to all obligations in time towards the artist(s), performing musicians, producers and all other that have contributed to the Recordings on the Master and to do so in the future and Artist hereby fully indemnifies Armada against all claims of any third party, except as set out above.
  22. Mechanical License
    1. With respect to Controlled Compositions and only in so far as necessary, Artist hereby grants to Armada and its licensees, or shall cause the publisher(s) of the material embodied in such performances to grant to Armada and its licensees such irrevocable, non-exclusive, worldwide licenses as may be necessary for Armada and its licensees to fully use and Exploit any Recordings of Controlled Compositions in the broadest sense of the word in accordance herewith (“Mechanical License”).
    1. In the United States of America and Canada, a Mechanical License is hereby granted for each selection embodying a Controlled Composition, embodying audio Recordings at 75% (seventy-five percent) of the U.S. minimum statutory rate (without regard to playing time) applicable to the reproduction of musical compositions provided for in the United States Copyright Act in force or applicable at the date of release of the first Record or ETR embodying such musical composition (“US Mechanical Rate”); and at 75% (seventy five percent) of the prevailing rate agreed upon by the Canadian Recording Industry and the Canadian music publishing industry or its mechanical collection representative (without regard to playing time) in force or applicable at the date of release of the first Record or ETR as aforementioned (“Canadian Mechanical Rate”). In no event shall the combined rates for all Controlled Composition selections in 1 (one) Album exceed a total of 16 (sixteen) times the US/Canadian Mechanical Rates (as applicable) for each Album sold and not returned or 2 (two) times the US/Canadian Mechanical Rates (as applicable) for each Single sold and not returned.
    1. In all countries of the Territory outside the United States of America and Canada, the Mechanical License and the payment of mechanical copyright royalties shall be in line with local industry practice on a country by country basis.
    1. Artist hereby grants to Armada free of all charges a worldwide Mechanical License in respect of all promotional uses of Controlled Compositions (or parts of them) recorded hereunder.
    1. Notwithstanding anything to the contrary contained above, with respect to ETRs and/or digital phonorecord deliveries in the United States (whether “incidental” or “general”) embodying Recordings, unless applicable law permits payment at the rates provided for in this clause, mechanical royalties shall be payable for each Controlled Composition at the applicable rate established by applicable United States law or otherwise agreed to by Armada and any relevant collecting society or agency authorized to represent Artist’s publishing designee.
  1. Calculation and settlement of Royalties
    1. The payable Royalties shall be calculated on the basis of 100% (one hundred percent) of the Net Invoiced Value of all Reproductions that have been supplied, paid for, not returned and accounted to Armada in the relevant calendar half year.
    1. Armada shall send to Artist, twice a year within 90 (ninety) days after expiry of each half calendar year, a royalty statement based on sales of Reproductions, Exploitation and license income of that particular half calendar year, after which Armada shall pay the royalties to Artist, within 60 (sixty) days after receipt of an invoice from Artist.
    1. The Royalties payable in connection to Reproductions containing other Recordings than Master(s), shall be calculated on the basis of the number of Recordings and the total number of recordings on the Reproduction concerned (‘pro-rata’). Royalties on Recordings on interactive carriers shall be calculated based on the storage capacity of the recordings as compared to the total storage capacity of the carriers concerned. 
    1. Payment shall be made in Euro. License income generated outside the Netherlands shall be paid against the official exchange rate of the currency concerned on the day of payment of the Royalties to Armada Music to by third party Licensee.
    1. All amounts mentioned in this Agreement are exclusive of VAT.
    1. Armada is allowed to make a reservation up to 25% (twenty-five percent) on physical products only. These reserves shall be liquidated within 2 (two) accounting periods.
    1. Armada shall not be required to pay Artist compensation pursuant to the statements as mentioned in paragraph 9.2 or any other statement rendered to Artist, in the event the aggregated royalty earnings for the applicable accounting period payable to Artist are €100,- (one hundred Euro) or less. Such statement(s) will be rendered and royalties paid with the first subsequent Statement reporting earnings in excess of €100,- (one hundred Euro) in total.
  2. Travel & Accommodation costs
    1. Armada will pay for Artists share of all reasonable travel & accommodation costs in relation to the production of the Masters under this agreement (all such costs are subject to the prior written approval of Armada). Artist’s share of these costs are 100% recoupable from future royalty payments to the Artist under this or any other agreement.
  3. Remixes, Videos and other recoupable costs
    1. Armada is authorized to make one or more remixes of any Master hereunder the terms of this Agreement. In the event Armada commissions the production of a remix of one of the Masters under this Agreement, 50% (fifty percent) of the costs of such remix shall be recoupable against the Royalties described in article 8 of this Agreement.
    1. Armada is authorized to produce, promote and market a Video and/or Trailer embodying the Masters(s) licensed under this agreement. In the event Armada produces such a Video and/or Trailer, 50% (fifty percent) of the costs made by Armada for the Video shall be recoupable against the Royalties described in article 8 of this Agreement, subject to the prior written approval of Artist not to be unreasonable withheld or delayed. Artist hereby also agrees to perform, at Armada’s request (but subject to Artists prior professional commitments) in connection with a music video embodying the Master, for no additional consideration hereunder, with exception of costs of Artist to appear (which are subject to the prior approval of Armada).
    1. In the event Armada produces additional (vocal) parts for any Master, 100% (hundred percent) of these costs and the production royalty shall be recoupable against Royalties described in article 8 of this agreement.
    1. If Armada and/or any affiliated entity engages the services, of promoters, marketing or publicity consultants in connection with the promotion, marketing or publicity of the Master(s) under this agreement, then 50% (fifty percent) of the costs engaging those services shall be recoupable against the Royalties payable to Artist as described in article 8 of the Agreement. Any costs for pop radio promotion in the USA will be 100% recoupable against royalties payable to Artist under this Agreement, subject to the prior written approval of Artist, which will not be unreasonably withheld or delayed.
    1. Mastering and/or Studio costs are 100% (one hundred percent) recoupable with the Royalties described in article 8 payable to Artist.
    1. Armada is authorized to make a Radio Edit of a Master under this agreement, in the event the Artist does not deliver a Radio Edit of such Master. These costs shall be 100% (one hundred percent) recoupable against the royalties payable to Artist.
    1. In the event Armada engages the services of companies specialized in protecting digital content in relation to defending and/or taking down illegal offered downloads of the Master(s) under this agreement, then 50% (fifty percent) of these costs shall be recoupable against Royalties payable to Artist.
    1. In the event Armada engages the services, of a Photographer for the production of Artist photo’s in connection with the cover artwork, promotion, marketing or publicity of the Title(s) under this agreement, then 50% (fifty percent) of these costs shall be recoupable against the Royalties payable to Artist as described in article 8 of the Agreement.
  4. Audit
    1. On giving a written notice of at least thirty days, Artist shall have the right to have accuracy of the payments made and statements furnished by Armada verified (during usual business hours) by a chartered or registered accountant (“Accountant”) once each year and Armada undertakes to grant reasonable access for this purpose to all books, records and information which pertain to the manufacture and sales of Reproductions and Exploitation of the Master(s) under this agreement to the other party. On the Accountant’s completion of such an audit, a certified copy of the report of the Accountant’s findings shall be presented to Armada. If an underpayment is properly revealed, the same shall promptly be paid to Artist. The costs of the audit shall be at sole expense of the party that commissioned the audit unless the accountant properly reveals a discrepancy of more than 10% (ten percent) to Artists determent, in which case Armada shall pay the reasonable audit costs of Artist, provided that the audit costs payable by Armada shall not in any event exceed € 2.500,- (two thousand and five hundred Euro). 
    1. Artist can no longer dispute any statements or payment after 2 (two) accounting periods from when the statement or payment (as applicable) was sent.
  5. Guarantees and indemnities
    1. Artist represents, warrants and undertakes to Armada that:
  • Artist has the right and power to enter into and perform Artist’s obligations under this Agreement and grant the rights granted hereunder and Artist is not under any obligation to any third party which may conflict with this Agreement and that Artist shall not do anything during or after the Exploitation Period which might impair or conflict with Armada’s rights in the Recordings;
    • the Copyright Materials will not contain material which is obscene, defamatory or which will infringe or violate the rights of any party or expose Armada or its licensees to civil or criminal proceedings;

(iv)            all necessary consents have been obtained and that there are no claims, liens or other encumbrances on the Recordings or the rights of Armada in the Recordings under this Agreement;

(v)             Artist will not sample any material (“Sample”) into a Master unless Artist has a valid license to include such Sample in such Master and that the entirety of the payment for such Sample license has been paid by Artist;

(vi)            No contract or agreement of any kind entered into by Artist or any third party prior to the time of the execution of this Agreement hereof or hereafter, will interfere in any manner with complete performance by Artist of this Agreement;

(vii)           Artist will not release or authorize the release of any Masters embodying Artist’s performances or associated with or utilizing Artist’s name(s) (real or professional) in the Territory during the Term. 

  1. Artist indemnifies Armada against all and any expenses, (legal) costs, damages, claims and liabilities arising out of any breach or alleged breach by Artist of any warranty, representation, undertaking or obligation made by Artist under or in connection with this Agreement, such indemnity being without prejudice to any other right or remedy of Armada in respect of any such breach, provided, that such expenses, costs, damages, claims and liabilities are the result of a judgment by a court of competent jurisdiction or a settlement approved in writing by Artist. Armada shall, on giving notice to Artist, be entitled to withhold from any monies payable to Artist hereunder such amounts as are reasonably necessary to protect Armada from such claim and are directly related to its potential liability under such claim until liability in respect of such claim is finally settled or adjudicated and Armada has been reimbursed all costs and expenses incurred. Notwithstanding the foregoing, Armada shall release any withholding made in accordance with the provisions of this clause 12.2 in respect of any particular claim if proceedings are not instituted within 12 (twelve) months of the date upon which Armada first establishes such withholding.
    1. Armada indemnifies Artist against all and any expenses, (legal) costs, damages, claims and liabilities arising out of any breach or alleged breach by Armada of any undertaking or obligation made by Armada under or in connection with this Agreement, such indemnity being without prejudice to any other right or remedy of Artist in respect of any such breach provided that such expenses, costs, damages, claims and liabilities are the result of a judgment by a court of competent jurisdiction or a settlement approved in writing by Company.
  2. Premature termination of the agreement
    1. In the event that one party defaults on the performance of one or more of the obligations under the heading of this agreement due to force majeure, the other party shall immediately be given written notice thereof, stating the cause, the nature and the expected duration of the force majeure situation. The obligation to perform the provisions on the basis of this agreement which cannot be performed due to force majeure shall be suspended for a period of 30(thirty) days, which term can be renewed twice. If this default on performance is not rectified within the maximum period of 90 (ninety) days, the parties shall determine in consultation if, and if so to what extent, this agreement shall be continued. The other party shall be entitled in such case to terminate the agreement by registered mail without being bound to pay any compensation. 
    1. Each of the parties is entitled to terminate this agreement with immediate effect and without the need for judicial intervention by registered mail to the other party if:
  3. one party is in breach of the performance of one or more of its obligations under this Agreement and upon the receipt of a written notice thereof from the other party, has failed to cure such a breach within the reasonable term of 30 days, without prejudice to the right of that party to demand performance of such obligations and/or compensation;
  4. the other party files (a petitioning for) a moratorium on payment or bankruptcy of the other party;
  5. seizure of what in the opinion of the one party is a significant part of the assets of the other party;
    1. there is a reasonable expectation that the other party is no longer able to perform one or more of its obligations under the heading of this agreement. 
    1. Artist’s sole remedy for any failure by Armada to account correctly hereunder shall be Artist’ rights of audit and recompense pursuant to clause 13 hereunder and for the avoidance of doubt such failure shall not give Artist any right to terminate the Term.
  1. Final provisions
    1. Artist’s share of copyrights in and to the musical composition of the Masters shall be published through ……………………………… (to be completed by Artist)
    1. This Agreement and any document referred to herein constitute the entire agreement between the Parties. Artist acknowledges that in entering into this Agreement, Artist has only relied on information contained in this Agreement and agrees that Armada accepts no liability and Armada shall have no remedy in respect of any representation or statement made by Armada or any of its licensees before the date of this Agreement.
    1. Any changes to this Agreement are valid only if it is made in writing and signed on behalf of Artist and signed on behalf of Armada (and additionally either signed by Artist or accompanied by an appropriate Artist inducement letter).
    1. A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver thereof or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise thereof or the exercise of another right or remedy.
    1. Except where expressly provided in this Agreement, neither Party has authority or power to bind, to contract in the name of, or to create a liability for the other Party in any way or for any purpose.
    1. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
    1. Whilst Armada is the party to this Agreement, it is acknowledged by the Parties that (i) Armada’s obligations hereunder may be carried out by related entities on its behalf; (ii) that Armada may nominate other related entities to receive the benefits of this agreement;  (iii) that Armada may request Artist to address invoices and other requests for payment to such other related entities; and (iv) that Armada may require Artist to otherwise treat that other related entity as if it was Armada in all respects hereunder save that none of the of the aforesaid (i) to (ivshall relieve Armada of any of its legal obligations to Artist under this Agreement.
    1. This Agreement and all matters arising from or connected with it are governed by Dutch laws. The courts of Amsterdam in the Netherlands have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement (a “Dispute”). The parties agree that the Dutch courts are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.
    1. If any part of this Agreement is determined to be void, voidable, invalid, inoperative or unenforceable by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement shall continue in full force and effect.

Executed by the Parties.

Signed by for and on behalf of: 

in Amsterdam, The Netherlands                                                                    in ….

on ………………………………                                                                                 on ………………………………

Armada Music B.V.                                                                                            Artist

_________________________                                                                      _________________________

Maykel Piron                                                                                                      Tibor Tomecko p/k/a ‘’ReOrder’’