Producer Agreement

This Producer Agreement (“Agreement”) is entered into as of ___________, by and between __________________________ (“Company”) and __________________________ f/s/o __________________________ professionally known as “________________” (“Producer”).

The parties agree as follows:

1. SERVICES

Producer shall render production, composition, arrangement, engineering, programming, creative direction, and related services in connection with the master recording(s) presently entitled:

(the “Master(s)”)

featuring the recording artist currently known as:

(the “Artist”).

Producer shall have full creative freedom in connection with the production of the Master(s), subject only to mutually agreed creative direction between Producer and Artist.

Producer’s services shall be rendered on a non-exclusive basis.

2. OWNERSHIP OF COMPOSITIONS

Producer shall retain one hundred percent (100%) ownership and administration of Producer’s respective songwriting, publishing, composer, writer, and related rights in and to all musical compositions embodied within the Master(s), except as otherwise expressly agreed in writing.

Nothing contained herein shall constitute a transfer, assignment, or encumbrance of Producer’s publishing rights.

Producer shall be credited as a writer and publisher in accordance with Producer’s actual contribution to the applicable composition(s).

3. OWNERSHIP OF MASTERS

Producer shall retain an ownership interest in the Master(s) equal to _____%.

Company shall retain an ownership interest in the Master(s) equal to _____%.

All ownership interests shall be perpetual unless otherwise terminated pursuant to this Agreement.

Neither party may sell, assign, license, pledge, encumber, or otherwise transfer ownership of the Master(s) without accounting to the other party according to their respective ownership interests.

Producer’s ownership interest shall not be reduced, diluted, or otherwise modified without Producer’s prior written consent.

4. ADVANCE

Company shall pay Producer a non-recoupable advance in the amount of:

$____________________

payable immediately upon execution of this Agreement.

Such advance shall be fully earned upon receipt and shall not be repayable or recoupable from any royalties or other income payable to Producer.

5. PRODUCER ROYALTIES

Producer shall receive (a) _____% of all gross receipts actually received by Company, Distributor, Label, Artist, or affiliated entities from exploitation of the Master(s), and additionally (b) _____ producer royalty points on all exploitations of the Master(s), whichever amount is greater.

Producer’s royalties shall apply to all forms of exploitation now known or hereafter devised, including without limitation streaming revenue, digital downloads, physical sales, synchronization licenses, audiovisual exploitations, social media monetization, user-generated content monetization, neighboring rights, artificial intelligence exploitation, blockchain/NFT exploitation, advertising revenue, licensing income, subscription platform income, direct-to-consumer income, and future technologies.

Producer’s royalties shall be calculated based on gross receipts and shall not be subject to deductions except actual third-party transaction processing fees.

6. RECORD ONE ROYALTIES

Producer’s royalties shall be payable from the first commercial exploitation of the Master(s) (“record one”).

Producer’s royalties shall not be subject to recoupment of recording costs, marketing costs, video costs, independent contractor fees, artist advances, label overhead, distribution expenses, third-party royalty obligations, legal expenses, cross-collateralized balances, deficits associated with other recordings or projects, or any other costs incurred by Company, Artist, Distributor, or Label.

7. NON-DILUTION

Producer’s royalties, ownership interests, approvals, and rights shall be irrevocably vested and non-dilutable.

Any royalties, fees, or participations granted to additional producers, mixers, engineers, artists, labels, writers, or third parties shall be borne solely by Company and/or Artist and shall not reduce Producer’s compensation in any manner.

8. SOUND EXCHANGE / NEIGHBORING RIGHTS

Producer shall receive (a) _____% of Artist’s featured performer share of all SoundExchange royalties attributable to the Master(s), and additionally (b) _____% of all neighboring rights income attributable to the Master(s) worldwide.

All such payments shall be made directly to Producer through irrevocable letters of direction.

Such monies shall not be subject to recoupment, reduction, withholding, dilution, or offset.

Company and Artist shall execute all documents necessary to effectuate direct payment to Producer.

9. SYNCHRONIZATION INCOME

Producer shall receive _____% of all gross synchronization license fees attributable to exploitation of the Master(s).

Producer’s synchronization participation shall apply to all visual media including without limitation film, television, trailers, advertisements, video games, streaming programming, social media campaigns, branded content, virtual reality, metaverse exploitation, and future audiovisual technologies.

Producer approval shall be required for all synchronization licenses.

10. CREATIVE APPROVAL

No material alteration, remix, interpolation, artificial intelligence recreation, derivative work, stem usage, vocal replacement, or other modification of the Master(s) shall occur without Producer’s prior written approval.

Producer shall possess final approval regarding remixes, alternate versions, stem licensing, sample usage, AI voice modeling, audiovisual pairings, advertising usage, political usage, and controversial usage.

Producer shall have the right to remove Producer’s name and credit from any exploitation Producer disapproves.

11. CREDIT

Producer shall receive prominent producer credit on all exploitations of the Master(s), including without limitation metadata, streaming services, physical products, advertisements, promotional materials, audiovisual content, social media, press materials, and award submissions.

Producer credit shall read substantially as follows:

“Produced by __________________________”

No failure to provide credit shall relieve Company of its payment obligations.

Failure to provide proper credit after notice and opportunity to cure shall result in liquidated damages equal to $__________ per uncured violation.

12. ACCOUNTING

Company shall provide detailed royalty statements quarterly within thirty (30) days following the end of each calendar quarter.

Statements shall include complete reporting concerning streaming, downloads, licensing, synchronization, neighboring rights, SoundExchange, social media monetization, AI exploitation, sublicensing, settlements, advances, and reserves.

All payments shall accompany royalty statements.

Late payments shall accrue interest at _____% annually.

13. AUDIT RIGHTS

Producer shall have the unrestricted right to audit Company, Label, Distributor, DSPs, collection societies, and affiliated entities directly involved in exploitation of the Master(s).

Producer may conduct audits no more than twice annually.

Underpayments exceeding five percent (5%) shall require reimbursement of all audit costs by Company.

14. REVERSION RIGHTS

If Company fails to commercially release the Master(s) within twelve (12) months following delivery, all rights in the unreleased Master(s) shall automatically revert to Producer.

If cumulative gross receipts derived from the Master(s) fail to exceed $________________ within five (5) years following release, Producer may terminate Company’s ownership interest upon written notice.

Upon reversion, all exploitation rights shall immediately revert to Producer.

15. WARRANTIES

Each party represents and warrants that (a) it possesses full authority to enter this Agreement, (b) its contributions do not knowingly infringe upon third-party rights, and (c) it shall comply with all applicable laws.

Producer shall not be responsible for infringement arising from materials supplied by Company, Artist, Label, or third parties not engaged directly by Producer.

16. INDEMNIFICATION

Each party shall indemnify the other solely for breaches arising directly from its own conduct, representations, warranties, or unauthorized actions.

Producer shall not indemnify Company for unauthorized exploitations, post-delivery modifications, AI-generated derivatives, unapproved sampling, marketing claims, or distributor misconduct.

Company’s indemnification obligations shall survive termination of this Agreement.

17. ARTIFICIAL INTELLIGENCE PROTECTION

Neither Company nor any third party may use Producer’s name, likeness, voice, stems, production style, sonic identity, metadata, compositions, or production elements for machine learning, artificial intelligence training, voice synthesis, generative modeling, or derivative AI exploitation without Producer’s express written approval and separate compensation agreement.

18. GOVERNING LAW

This Agreement shall be governed by the laws of the State of _____________________.

Any disputes shall be resolved exclusively in the courts located therein unless otherwise mutually agreed.

The prevailing party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs.

19. ENTIRE AGREEMENT

This Agreement constitutes the complete understanding between the parties and supersedes all prior negotiations and agreements.

Any amendments must be in writing and signed by all parties.

Electronic signatures shall be deemed binding and enforceable.

AGREED AND ACCEPTED:

COMPANY:

By: __________________________

Name: _______________________

Title: ________________________

Date: ________________________

PRODUCER: