Plohound

REPRESENTATION, RECORDING AND PROMOTIONS AGREEMENT This REPRESENTATION, RECORDING AND PROMOTIONS AGREEMENT, (hereinafter referred to as the "Agreement") executed and effective this 16 day of October, 2001 by and between Plohound (hereinafter referred to as the "Artist") and Qopel Records (hereinafter referred to as the "Company").RECITALS1. The Company is an organization which specializes in the management, recording, distribution and representation of musical artists;2. Company is familiar with the musical abilities of Artist and has the expertise, ability, industry contacts and resources to assist Artist in the furtherance of his/her career.3. Artist performs under the name "Plohound";4. Company and Artist wish to enter into this Agreement to provide for the production, promotion and distribution of audio and video recordings.IT IS, THEREFORE, AGREED AS FOLLOWS:A. TERM. The effectiveness of this Agreement shall commence with its execution by all of the parties, and shall continue thereafter for a period of 2 (two) years. The Company retains the right to terminate this agreement at any time and for any reason with fourteen (14) days notice. In the even of termination The Company is entitled to the royalty payments specified in section K that have accrued as of the day of termination plus any additional royalties accrued during the period of thirty (30) days after termination of this agreement. The Company makes no claim on royalties earned more than 30 days after termination of this agreement.B. OBLIGATIONS.1. OBLIGATION OF COMPANY. Company agrees to:a) Produce a master video recording consisting of one (1) song (with the song hereinafter referred to as the “Audio Recording”) to be selected by both parties. The Company will provide the resources and equipment to record and edit the video recording (hereinafter referred to as the “Video Recording”).b) Produce a 30 second Video Commercial (hereinafter referred to as the “Video Commercial”) consisting of video and audio clips taken from the Audio Recording and Video Recording.c) Promote and maintain up to 8 of the Artist’s Audio Recordings on the website MP3.COM.d) Produce and distribute one hundred (100) compact discs (herinafter referred to as the “Compact Discs”) consisting of the Audio Recording and up to 7 of the Artist’s other audio recordings. All audio recordings are to be provided by the Artist.e) Provide up to twenty (20) hours of manpower to promote the Audio and Video Recordings and the Video Commercial on the Internet.f) Provide full recording consisting of 4songs. g) Pay for all costs involving recording at studio in Florida. This includes transportation to and from new york & Florida.Pay for all lodging,and recording costs while recording in Florida. 2. OBLIGATION OF ARTIST. Artist agrees to:a) Fully cooperate with the Company, in good faith, in the production of the Video Recording, the Compact Disc creation, and the promotion of the Audio and Video Recordings.b) Provide all artwork required for the production of the Compact Discs.c) Contribute to the production of the Video Recording a previously written, performed, recorded and mastered Audio Recording.C. COSTS.1. The Company shall be responsible for all costs incurred in the production and distribution of the first 100 Compact Discs. If first 100 cd's sell, company will pay for all costs in making more.2. The Company shall be responsible for all costs incurred in the production of the Video Recording and creation of one (1) master copy on video cassette tape. The company shall be responsible for duplication and media costs incurred if additional copies of the Video Recording are requested by The Artist.3. The company shall be responsible for the cost of additional promotional hours and expenses incurred beyond the initial twenty (20) hours provided in section B.1(e). The Company will only proceed in billing additional hours and expenses after it has received a written request to do so from The Artist. All promotional services beyond the initial twenty (20) hours will be charged at The Company’s prevailing rate for such services, except in the event that the Company, at its sole discretion, elects to provide additional promotional services to The Artist at no additional charge.4. The company shall be responsible for the cost of producing additional Compact Discs beyond the initial 100 produced as stipulated in section B.1.(d). The Company will only proceed in producing additional Compact Discs for distribution after it has received a written request to do so from The Artist. Compact Discs produced after the initial 100 will be charged to The Artist at The Company’s prevailing rate for such services, except in the event that the Company, at its sole discretion, elects to provide additional Compact Disc creation and distribution services to The Artist at no additional charge.5. The Artist is responsible for any out-of-pocket, travel, meal, entertainment and lodging expenses that he/she may incur during the term of this agreement.D. ARTISTIC CONTROL. Company and Artist shall be jointly responsible for all decisions regarding the artistic content of the Video Recording.E. DATES AND LOCATION OF RECORDING SESSIONS. The recording sessions necessary to produce the Video Recording shall occur at a time and place mutually agreed upon by both parties.F. TITLE. The title of the Video Recording shall be chosen by agreement between the Company and the Artist.G. ASSIGNMENT OF RIGHTS. During and after the term of this agreement The Artist shall retain the rights to his/her rights, title, and interest in and to the following property, for distribution and commercial exploitation worldwide:1. The Songs, 2. Artist's performance of the Songs contained in the recordings, 3. The Video Recording.H. LICENSE FOR USE OF NAME AND IMAGE. Artist shall grant to the Company a non-exclusive license to use the name "Plohound", all original artwork, and the Artist's photographic image in the promotion and distribution of the recordings. Artist shall grant to the Company the right to put its logo and contact information on all recordings and promotions. Artist shall grant to the Company the right to place a barcode sticker on the Compact Disc.I. COPYRIGHT. Artist is responsible for obtaining and securing a copyright for all recordings.J. DISTRIBUTION. Commencing with the completion of the Recording and continuing for the term of this Agreement, Company will diligently use its best efforts to secure distribution of the Recording throughout the world, through one or more major distribution companies (including record companies, film companies, or any other company). Any such contract entered into between Company and any such record distribution company shall be subject to the terms of this Agreement.K. ROYALTIES. Company will be entitled to receive royalties or licensing fees (herein collectively referred to as the "Royalties"). Royalties shall include any compensation received by Company, or promised to company, which directly or indirectly results from the use, exploitation or existence of the Audio Recording(s) or Video Recording, or any reproduction applied to satisfy costs incurred and paid by Company herein. In the event that Royalties are insufficient to complete such reimbursement, Artist shall not be liable for such costs. The remainder of such Royalties, if any, shall be allocated and distributed between Company and Artist, in the following proportion:Sixty Percent (60%) to Company Forty Percent (40%) to ArtistRoyalties due Artist hereunder shall be delivered by Company to Artist within thirty (30) working days from the Company's receipt thereof. In the event that the Artist receives compensation directly from MP3.COM, Royalties due Company hereunder shall be delivered by Artist to Company within thirty (30) working days from the Artist’s receipt thereof. The Company is further entitled to 100% of any MP3.COM management fees typically paid to a managing agent on MP3.COM.L. B.M.I. MEMBERSHIP. Within a reasonable time after the execution of this Agreement, Artist shall apply for registration and membership with Broadcast Music Inc. (BMI), a music licensing organization. Artist shall be responsible for any cost or expense associated with such application or with the Artist's membership in BMI during the term of this Agreement and the Distribution Period.M. NON-CIRCUMVENTION. Artist shall not detrimentally interfere with the efforts of Company to distribute the recordings through one or more distribution companies or enter into any contract inconsistent with the rights of distribution assigned to Company hereunder. Artist shall not contact any such potential distribution or promotions company except through the offices of the Company.N. OPTION TO PURCHASE. At any time during the term of this Agreement, at Artist's option, Artist may purchase all rights assigned and/or granted to Company hereunder or resulting to Company herefrom for the total sum of $25,000. Exercise of the option shall be accomplished by the delivery of such amount, in cash or certified funds, to Company or its express designee. In the event of such exercise, Company shall promptly execute all documents reasonably necessary to effectuate such transaction. If and upon the exercise of such option, the obligations undertaken by the parties herein shall be exercised.O. ASSIGNMENT BY COMPANY. Prior to completion of the Video Recording, the rights and obligations of the Company existing hereunder are personal and unique, and shall not be assigned without the prior written consent of Artist. Subsequent to the completion of the Video Recording, Company may assign its rights and obligations existing hereunder without the consent of Artist.P. ASSIGNMENT BY ARTIST. The rights and obligations of Artist existing hereunder are personal and unique, and shall not be assigned without prior written consent of Company,Q. RIGHT OF INSPECTION. At any time during the term of this Agreement upon prior written notice to Company of at least seven (7) days, Artist or his/her designated representative shall be permitted unrestricted access to the books and records of Company which in any way pertain to Artist, for inspection and photocopying by Artist or Artist's designated representative. Such books and records shall include, but shall not be limited to, any documents or records which evidence the receipt or disbursements of Royalties. Company shall maintain such books and records at its principal office.R. COMPILATIONS. The Company has the right to use up to two (2) of Artist’s Audio Recordings, at its sole discretion, on a compilation Compact Disc. The Company will be responsible for all costs associated with the production and distribution of the Compact Disc including distribution via the Internet. Artist will not be entitled to any payment or royalties for songs included on compilation Compact Discs.S. COMPANY PROMOTIONS. The Company has the right to use Artist’s music in Company promotions at no cost to the Company.T. COPYRIGHT INDEMNIFICATION. Artist agrees to indemnify Company and to hold it harmless from any and all claims of infringement, costs and expenses including, but not limited to, court costs, attorneys' fees and legal assistants' fees, including costs and fees on appeals of the United States copyrights asserted against Company by virtue of Company’s use of Artist’s Audio Recording(s) provided that Artist is given notice of any such claim and the right to control and direct the investigation, preparation, defense and settlement of each such claim, and further provided that Company fully cooperates with Artist in connection with the foregoing and provides Artist with all information in Company's possession related to such claim and further assistance as reasonably requested by Artist. The terms of this paragraph shall survive the termination of this Agreement.U. INSOLVENCY. In the event that either party be adjudged insolvent or bankrupt by a court of competent jurisdiction, or upon the institution of any proceedings by or against it seeking relief, reorganization or arrangement under any laws relating to insolvency, or upon any assignment for the benefit of creditors, or upon the appointment of a receiver or trustee of any of its property or assets, or upon the liquidation, dissolution or winding up of its business, then and in any such event this Agreement may immediately be terminated or canceled by the other party hereto.V. MISCELLANEOUS.a) BINDING EFFECT. This Agreement shall be binding upon the successors and assigns of the parties.b) ARBITRATION. In the event of a dispute between Company and Artist regarding the terms, construction or performance of this Agreement, such dispute shall be settled by binding arbitration in Tampa, Florida, according to the rules of the American Arbitration Association for the settlement of commercial disputes, then in effect. The award or decision resulting therefrom shall be subject to immediate enforcement in a Florida court of competent jurisdiction.c) JURISDICTION/APPLICABLE LAW. Company and Artist hereby submit to the jurisdiction of the courts of Florida for the enforcement of this Agreement or any arbitration award or decision arising herefrom. This Agreement shall be enforced or construed according to the laws of the State of Florida.d) ATTORNEY'S FEES. In the event that a party is forced to obtain an attorney to enforce the terms of this Agreement, the party prevailing in such action of enforcement shall be entitled to the recovery of attorney's fees incurred in such action.e) COVENANT OF GOOD FAITH AND FAIR DEALING. Company and Artist agree to perform their obligations under this Agreement, in all respects, in good faith.f) INDEPENDENT CONTRACTOR. In the performance of his/her obligations of this Agreement, Artist shall be deemed an independent contractor.g) INCORPORATION OF RECITALS. The recitals contained at the beginning of this Agreement are incorporated herein by this reference.W. NOTICES. Any notices or delivery required herein shall be deemed completed when hand-delivered, delivered by agent, or placed in the U.S. Mail, postage prepaid, fax and/or e-mail to the parties at the addresses listed herein.THE PARTIES AGREE to the terms and obligations and so execute this agreement:______________________________ ___________________________________ Artist Signature Company Executive Signature_______________________________ ___________________________________ Artist Name (printed) Company Executive Name (printed)_______________________________ ___________________________________ Date Date