Artists Management Agreement – Mor’geez Records cc
THIS ARTISTS MANAGEMENT AGREEMENT is made BETWEEN: Mor’geez Records. Herein refers to as Morgeez Artists Management or Artist Managers (hereinafter “we”/”us”/”our”) and the Artist or Band (hereinafter jointly and severally “you”/”your”)
We hereby set out the terms and conditions under which you engage us and we agree to provide to you artist management services in respect to your activities jointly and severally as the Artist in the entertainment industry, music industry, film industry and any industry that requires the use of your talent, image and likeness, brand or given names, known now or to be known (“Activities”) during the Term and throughout the world (“Territory”).
The term (the “Term”) of this Agreement shall commence on the date hereof and shall continue, subject to the terms of this Agreement, and shall be for an initial fixed term of 5 years expiring on the 5th anniversary of this Agreement (the “Expiry Date”) and shall continue thereafter unless or until terminated by either party giving the other not less than 3 months notice in writing, expiring on or after the Expiry Date.
You engage us to provide management services in respect of the Activities on an exclusive basis during the Term throughout the world and you shall refer any and all enquiries to us pertaining to all of your Activities received during the Term. And you agree that you will not employ or seek or solicit the service of another artist management company.
4. Manager’s Duties
Overview: We agree that we shall during the Term and in the Territory act in good faith in your best interests and render all services customarily rendered by a manager in the entertainment industry, music industry, film industry and all related industries herein mentioned or in accordance with your instructions from time to time including, without prejudice to the generality of the foregoing:
- giving advice in connection with image, branding, advertising, publicity and photographs;
- advising about national and international trends in the music industry and their effect on your career;
- acting as your consultant and adviser in respect of the Activities and using all reasonable endeavors to promote and seek opportunities to further your career in relation to the Activities having regard to your talents and in accordance with such career plan and strategy as we and you may agree from time to time;
- seeking opportunities to exploit your Activities and the products of your Activities; coordinating any live performances or concert tours undertaken by you but, for the avoidance of doubt, this shall not include services as a tour manager or booking agent;
- using best endeavors to maintain a healthy relationship with any recording or publishing company with whom you enter into a contract during the Term.
- using best endeavors to ensure that payments to be made to you are collected; negotiating, in consultation with you and your appointed lawyer (if any), contracts for and on behalf of you in connection with the Activities.
- in consultation with you, superintend any projects which are material to the development of your career in relation to the Activities including without limitation, the preparation of artwork, the production of videos, the preparation of merchandise and the choice of producers for sound recordings;
- keep you informed of all material matters with which we are engaged on your behalf and in fulfilment of this obligation maintaining reasonable contact with you including, without limitation, informing you of all engagements arranged by us on your behalf in accordance with the provisions hereof within a reasonable time of becoming apprised of such engagements.
- work actively with you, to help you negotiate any external Record and Publishing deals, Collaboration with other Artists (if such opportunities arise or present themselves).
- We hereby warrant that we are free to enter into this Agreement and are not under any disability, restriction or prohibition which might prevent us from performing or observing any of our obligations hereunder and that we have not entered into any agreement or arrangement with any third party which might in any manner interfere with or prevent us from carrying out the terms and conditions of this Agreement or which conflicts with our appointment hereunder.
- We shall ensure that all gross income earned from the Activities is paid to you timeously. If we receive any payment on your behalf, we shall promptly pay such sums to you or your accountant without delay after deduction of our percentage.
5. Artist’s Duties
- Artists are to ensure they incorporate the Logo of Morgeez Artists Management and the inscriptions “Under Morgeez Artist Management” in all their cover art designs, posters designs, social media profiles with link to Morgeez website or to Artist profile at Morgeez Music Store or any appropriate link Morgeez deemed fit.
- Artists are to ensure they do not promote any other external links that contradicts any link that belongs to Morgeez and used for the work of enhancing the career of artists.
- Artists are to ensure that their music is listed in the Morgeez Music Distribution platform under our non-exclusive or exclusive music distribution terms.
- Artists are to ensure, the official link to the sales of their music is the Morgeez Music Distribution platform which is also known as the Morgeez Music Store.
- You will use your best endeavors to carry out to the best of your ability and in a punctual and sober fashion all agreements, engagements, performances and promotional activities obtained or approved by us.
- You will attend promptly all appointments and shall keep us informed of your whereabouts and availability and reveal to us any income paid directly to you.
- For the avoidance of doubt, you shall not be entitled to enter into any agreements, arrangements, activities and engagements on our behalf, all such agreements, arrangements, activities and engagements are subject to our prior approval and signature.
- You shall indemnify us and keep us fully indemnified from and against all third party actions, proceedings, claims, demands, costs, awards and damages in respect of or arising out of any breach or non-performance by you of all or any of your undertakings, warranties or obligations under this Agreement.
- You hereby warrant that you are free to enter into this Agreement and are not under any disability, restriction or prohibition which might prevent you from performing or observing any of your obligations hereunder and that you have not entered into any agreement or arrangement with any third party which might in any manner interfere with or prevent you from carrying out the terms and conditions of this Agreement.
- You agree and understand that you shall not be entering into any artist management contract with another firm, any group or individual during the term of this contract in any part of the territory.
- Subject to the terms of this Agreement and the exclusions and deductions set out below, we shall be entitled to a commission of thirty per cent (30%) of your gross income received by you or anyone on your behalf arising from all the Activities undertaken during the Term or if procured by us and undertaken within 12 months after the end of the Term under an agreement entered into during the Term (“Commissionable Income”). Notwithstanding the foregoing in relation to Commissionable Income derived from exploitation of recordings and compositions, we shall be entitled to commission on such income as is derived from recordings recorded and compositions written during the term and exploited during the Term or within 12 months thereafter.
- Commissionable Income will exclude the following monies received by you:
- investment income out of the scope of the music industry, entertainment, film industry
- tour support
- The following costs and outgoings shall be deducted from Commissionable Income
- monies loaned to you and used to pay for recording (including studio costs, producer fees, featured artist fee.);
- monies used to pay for videos, photography and artwork;
- monies used to pay for PR and publicity activities
- monies used to pay for any internet-related marketing including social media, websites and all related digital marketing resources or platforms.
- monies used to pay for sound and lights and other reasonable direct touring expenses;
- VAT and similar sales taxes;
- merchandising manufacturing costs;
- legal and accountant’s fees;
- expenses paid to you;
- bad debts;
- monies used to pay co-writers;
- Cost of collection (i.e. costs in relation to bringing legal action against third parties);
- Monies used to pay openings acts;
- Fines incurred while touring or in relation to merchandise;
- withholding tax.
- We shall not be entitled to commission on income generated from agreements you enter into with the Label associated companies and subsidiaries prior to the beginning of the term of this agreement.
- We shall be entitled to commission on income generated from agreements with labels, endorsement deals with brands and corporate entities, during the term of this agreement.
7. Sunset clause
Our commission in respect of any and all commissionable Activities, undertaken by you after the end of the Term, in accordance with arrangements, agreements and engagements which are procured by us and entered into by you during the Term shall be payable at the following rates, in lieu of the rate set out in clause 6 above:
- 30% of Commissionable Income received by you from the date of termination of the Term until the day before the 5th anniversary of the termination of the Term,
- 15% of Commissionable Income received by you from the 5th anniversary of the date of termination of the Term until the day before the 10th anniversary of the termination of the Term,
- 10% of Commissionable Income received by you from the 10th anniversary of the date of termination of the Term continuing thereafter until 15 years following the original termination date after which no commission shall be payable.
- You shall maintain records of all transactions in respect of commissionable Activities and shall send us a statement within 15 days at the end of each calendar quarter disclosing all income, sources of income, expenses, commission and other debts and liabilities arising during the preceding three months in respect to the Activities.
- We shall promptly pass to you or your designated representative any income we receive on your behalf but after deduction of our percentage. We shall invoice in respect of our commission together with any legitimate expenses incurred on your behalf. Any such expenses incurred would only be payable to us from income generated from the Activities.
- You shall procure that our invoices shall be settled within 14 days of their rendering to you or to your designated representative.
- We shall have the right to inspect and take copies of your books and records relating to the subject matter of this appointment once per statement and no more than twice in any twelve (12) month period at any reasonable time giving you no less than thirty (30) days written notice.
You may by notice in writing terminate the Term of this agreement at anytime only if we shall enter liquidation, anyone files for Bankruptcy against us or we pass a resolution for our winding up (otherwise than for the purpose of an amalgamation or reconstruction) or make any arrangement or composition with our creditors generally, or if we shall fail to carry out our duties hereunder or commit any material breach of the terms of this Agreement and fail to remedy the same within sixty to ninety (60-90) days after receipt of notice in writing from you requiring remedy of such breach.
Any unreasonable and arbitrary termination or attempt to terminate before the term expires shall be considered as breach of contract and shall warrant various claims. Including claims of all costs incurred by Morgeez in the process of executing the “Activities” herein. Such claims shall also include 15% interests on financial costs.
Any notice served hereunder shall be in writing and shall be sufficiently served if delivered to the relevant party’s address by hand, by electronic mail or by recorded delivery mail in which case such notice shall be deemed to have been received within forty-eight (48) hours after posting thereof and proof of posting shall be proof of delivery.
11. Expenses and Advances
- You and we shall agree on a reasonable float account upon which we may draw for any bona fide expenses we reasonably incur in carrying out our management services hereunder in your best interests. We shall also be entitled (if and when necessary without any other options) to incur reasonable expenses incurred legitimately and solely on your behalf in your best interests for the purposes of furthering your career in the music industry and related industries, expressly excluding any office expenses and overheads which shall be our sole responsibility. Any expense amount over $200.00 OR (R2000.00) to be incurred on your behalf will require your prior written consent. We shall on request provide a breakdown of all expenses together with backup documentation.
- Any monies advanced by us to you to be used for, including but not limited to buying equipment, paying for studio time, photographers and videos, marketing and PR, and other such expenses mentioned here or omitted, will be considered a loan from us to you, payable out of your gross earnings at 15% loan interest per month and payable before deductions and drawings. In the event of this agreement being terminated with monies still owed, the balance will have to be repaid in full on termination.
- We acknowledge that we shall only be able to reclaim expenses from Gross Earnings
12. Third Party Rights
No provision of this Agreement is enforceable by any person who is not a party to it.
13. Leaving Member Provisions: if during the Term any member or members shall leave the “The Group” or “the Artist” or shall cease to perform with the “the Artist” prompt notice must be given to us in writing and we shall have the following options:
- to terminate the Terms of this Agreement forthwith, or
- to continue with the remaining members; and/or
- to engage any leaving member by notice in writing within sixty (60) days of written notification of their leaving “the Artist”. Such leaving member(s) shall continue to be bound by all terms and conditions of this Agreement for the remainder of the Term. Any income which becomes payable under a leaving member agreement may be only used to pay that leaving member’s share of any unpaid balance of expenses or loans.
- Termination of this Agreement pursuant to clauses 14 shall be without prejudice to our rights under this Agreement in respect of each and all Sunset Clause income we are entitled pursuant to this Agreement at the date of such termination.
- In the event that during the Term there shall be a new member who joins the group of Individuals known as the ‘Artist’ you shall ensure that such new member shall become a party to this Agreement for the balance of the Term remaining as of the date such new members joins the Group.
You warrant that you are free to enter into and perform this Agreement and that you have taken independent legal advice as to the nature and meaning of the terms of this Agreement.
- This agreement shall be governed by the laws of Gauteng and the Republic of South Africa under the exclusive jurisdiction of the Johannesburg courts.
- Arbitration and Mediation shall be also considered by both parties as alternative methods of dispute resolution should it be deemed appropriate according to the circumstances and agreed by both parties.
Both parties agreed to the principle of confidentiality and non-disclosure of the contents of this agreement to any third party or member of the press. Any of such disclosure shall amount to a breach of the terms and conditions and shall amount to a damages claim by the affected party.