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Band Management Agreement
(Comprehensive -- Long Form)
(Note: If these terms and conditions are agreeable, please sign and execute both copies of this Agreement and return one copy to Manager.)
THIS BAND MANGEMENT AGREEMENT is made on [Date] by and between [Name] of [Address], hereinafter referred to as "Manager", and [Name] of [Address], hereinafter referred to as "Band", comprising the following members "Band Members:
Band Member Names & Address:
Band agrees to have Manager serve as its exclusive personal manager.
1. Obligations of Manager. Manager shall use its best efforts to perform the following services:
(a) Guidance and Advice. Manager shall give guidance and advice in order to enhance Band's career in the entertainment, music and related industries. This guidance and advice shall include methods of presenting Band's music and talents and the selection and coordination of business managers, accountants, and booking agents who may obtain employment for Band.
(b) Engagement of Services. Manager shall serve as Band's exclusive agent for the exploitation and promotion of Band's music services and products throughout the world. Nothing contained in this agreement shall limit Manager's right to represent other musicians, bands or entertainers.
(c) Negotiation and Execution of Agreements. Manager shall work in association with Band in the negotiation of recording, merchandising or other agreements affecting Band.
(d) Other Obligations (optional).
2. Key Person Provision. (Check if applicable and fill in blank)
[ ] [Name] ("Key Person") of Manager's company shall directly oversee the day-to-day performance of its services under this agreement. In the event that Key Person is not directly involved in the day-to-day activities, Band shall be entitled to terminate the management relationship.
The Term. The term of this agreement shall continue for (select one):
[ ] years after the date of execution of this agreement.
[ ] years after the date of execution of this agreement, except that either party may terminate the agreement within one year of the date of execution by sending written notice to that effect to the other party.
[ ] years after the date of execution of this agreement, except that Band may terminate this agreement at the end of any year if the band fails to earn gross income (as defined in this agreement) of at least [$------] during that year.
[ ] years after the date of execution of this agreement, except that Band may terminate this agreement at the end of any year if the band fails to earn gross income (as defined in this agreement), according to the following schedule:
(a) at least [$------] during the first year of the management agreement; or
(b) at least [$------] during the second year of the management agreement.
[ ] years after the date of execution of this agreement except that Band may terminate this agreement if the band has failed to sign a record agreement with a major label within [--] years of signing this agreement.
[ ] years after the date of execution of this agreement and Band agrees to renew the agreement under the same terms and conditions for an additional two years if the band has signed a recording agreement with a major label within [--] years of the execution of this agreement.
3. Commission During the Term. Manager shall be entitled to [--%] percent of Gross Revenues received by Band during the term. "Gross Revenues" shall be defined as all money including advances and fees received by Band in connection with Band's entertainment-related activities but excluding: (Check if excluded)
[ ] recording funds advanced by a record company
[ ] money paid to make videos
[ ] payments to record producers, musicians, mixers, re-mixers, directors, engineers or any other individuals involved in the creation of audio or audio-visual recordings
[ ] payments to non-band member co-writers or co-publishers
[ ] tour support
[ ] booking agent fees
[ ] payments to opening acts
[ ] expenses in connection with promotional and marketing activities and independent promotion, marketing or publicity
[ ] income from music publishing and songwriting
[ ] income from any entertainment presentations which Manager packages or presents and for which Manager receives a portion of the ticket revenues for packaging or presenting the event
[ ] payments to non-band-member musicians
[ ] any reimbursements received by Band for expenses paid out of Gross Revenues
[ ] income from recording studios, acting, or other entertainment or other non-band sources of revenue.
4. Commission on Publishing Income. (Check if applicable and fill in blanks)
[ ] Revenue from music publishing in any year of the Term shall not be commissionable by Manager unless Band has received Gross Revenues in that year in excess of [$------] (the "Publishing Cap"). In the event the Publishing Cap is reached, Manager may commission [--%] percent of the Band's publishing income paid that year. In no event shall Manager commission:
(a) what is commonly known as the "writer's share" of the songwriting;
(b) performance royalties from BMI or ASCAP;
(c) any royalties from synchronization rights other than for Band videos; or
(d) cover recordings by other artists.
5. Commission After the Term. Unless Manager has been terminated for a breach or for any reason permitted under this agreement, Manager shall be entitled to post-term commission payments. Income commissionable after the term shall not include any income that was excluded from commissionable income during the term. Under no circumstances shall Manager be entitled to income from albums or videos created before or after the Term.
These post-term commission payments shall be at the following rates during the specified periods:
[--%] of the Gross Revenues from the first [Enumerate] period after termination;
[--%] of the Gross Revenues from the second [Enumerate] period after termination;
[--%] of the Gross Revenues from the third [Enumerate] period after termination;
[--%] of the Gross Revenues from the fourth [Enumerate] period after termination;
Thereafter, Manager shall receive no further post-term commissions.
6. Leaving Member. The terms and conditions of this agreement shall continue to apply only for the remainder of the term and only with respect to the services of any member of Band whose recording services are retained by a record company under the "leaving member" provisions of any recording contract entered into by Band during the Term.
7. Manager's Expenses. Band shall pay documented reasonable and necessary costs incurred by Manager in connection with Manager's duties on behalf of Band. Band shall only pay such expenses out of Gross Revenues commissionable under this agreement and no members of Band shall be personally liable for any such expenses. Manager shall not incur expenses in excess of [$------] in any single transaction, or [$------] during any calendar month without Band's prior written consent.
If Manager's expenses are incurred in connection with its services to other clients of Manager, the expenses shall be prorated between Band and Manager's other clients based upon the amount of time Manager rendered its services on behalf of Band and other clients. Under no circumstances will Manager's overhead be characterized as expenses reimbursable by Band.
8. Business Manager. All Gross Revenues commissionable under this agreement shall be collected by an accountant or business manager experienced in the music business designated by Band after consultation with Manager.
9. Power of Attorney. Manager shall during the Term have a special power of attorney to execute standard performance contracts in respect to any live performance agreement during any touring period approved in writing by Band, provided that Manager shall use reasonable good faith efforts to submit such contracts to Band for execution.
10. Not Theatrical or Talent Agency. It is understood and agreed that Manger is not licensed as a theatrical artist agency or talent agency and shall not perform such services which require a professional license.
11. Mediation; Arbitration. If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in the American Arbitration Association or like Organization. Any costs and fees other than attorney fees shall be shared equally by the parties.
If it proves impossible to arrive at a mutually satisfactory solution, the parties agree to submit the dispute to binding arbitration in the same city or region, conducted on a confidential basis pursuant to:
[ ] the Commercial Arbitration Rules of the American Arbitration Association, or
[ ] the rules of [Enumerate].
Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses and reasonable attorney's fees and shall include a written determination of the arbitrators. Absent an agreement to the contrary, any such arbitration shall be conducted by an arbitrator experienced in music industry law. An award of arbitration shall be final and binding on the Band Partners and may be confirmed in a court of competent jurisdiction. The prevailing party shall have the right to collect from the other party its reasonable costs and attorney fees incurred in enforcing this agreement.
12. General. Nothing contained in this Agreement shall be meant to establish either Manager or Band a partner, joint venturer or employee of the other party for any purpose. This Agreement may not be amended except in a writing signed by both parties. No waiver by either party of any right shall be construed as a waiver of any other right. If a court finds any provision of this Agreement invalid or unenforceable as applied to any circumstance, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
13. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of [State].
14. Entire Agreement. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings.
15. Notices. Notices required under this agreement can be sent to the parties at the addresses provided below.
16. Disputes. In the event of any dispute arising from or related to this Agreement, the prevailing party shall be entitled to attorney's fees.
17. Miscellaneous Provisions. The various headings and numbers herein and the grouping of provisions of this Agreement into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Agreement shall in all cases be construed in accordance to its fair meaning as if prepared by all parties to the Agreement and not strictly for or against any of the parties.
18. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
19. Headings. The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof.
20. Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.
21. This Agreement supersedes any prior oral agreements between the parties.
22. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.
23. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
24. Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.
25. Time of The Essence. Time is the essence of this agreement.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].
Management Company Name (if applicable)
Band Member Name
Band Member Name
Band Member Name
Band Member Name
This Section for Notary:
STATE OF -------)
) ss: [Date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]