from online to headline
TRANSCRIPT
1
From Online to Headline
A Narrative on Legal Powers and Duties of an Indie Music Attorney
Written by Brett Greenberg
2
Chapter 1: The Discovery “Two cappuccinos for Frank and John,” the barista yelled. Frank took out his headphones and walked up to the counter and grabbed the drinks. He sat back down at the table with John and passed him one of the cups. “So do you feel ready for this yet” John asked. “I guess so. As ready as I’ll ever be,” replied Frank Frank was less than a week away from taking the California Bar. He had moved out to California a month after graduating from law school back in Ohio. Frank had dreams of working in the music industry as an attorney, and everything he’d learned had strongly suggested his best chances for pursuing that dream would be out West. John had been living in Los Angeles for over a year now. Frank and John grew up together as close friends, despite John being a few years older than Frank. The two always discussed their plans and dreams for their future careers. John had practiced in labor law in California briefly, but after a two-year stint at a firm, he decided to pursue his dream. Since then, he started working as a tour manager and personal manager to several artists. “I just want to get this exam over with,” said Frank. “I can’t stop thinking about it.” “You’ll be fine bud,” John said warmly. “You’ve been studying your ass off. I passed the Bar my first time, and I think you’re smarter than me. You know what you’re doing.” Frank smiled. They put their headphones on and turned up their music. John went back to emailing clients and making hotel reservations for an upcoming Fall tour, and Frank dove back into his review materials. A few hours passed and it was now 8:00 p.m. John tapped Frank on the shoulder and suggested they head back home for the night. Frank agreed, closed down his computer, and tossed it in his bag. The two of them walked out of the café and turned left to walk back to their apartment. “Wait up, do you hear that?” asked John. “The music from the café? Yeah,” said Frank. “No, no, no, it’s from around the block. Come on”
3
They walked down the block and turned the corner. On the sidewalk, outside of a small bar called Dixies were two guys and a girl jamming and singing together. They sounded like a folk band mixed with hip-hop, jazz, and house music. The girl was singing while playing an electronic drum kit and a keyboard, one guy was playing guitar, while the other guy was singing and playing bass. Their sound was mesmerizing. “This is amazing,” whispered Frank. “Pretty, pretty good,” said John. They moved closer and stood nearby, enjoying the trios’ seemingly effortless ability to create a unique atmosphere of music while performing on the sidewalk. Eventually the group wrapped things up, and John suggested they go chat with them before they leave. Frank was tired and anxious about studying for the Bar, but agreed. John took out a ten-dollar bill and dropped it in the open guitar case in front of them. “Guys, that was incredible,” John exclaimed. “What’re your names? How long have you been playing together?” “Thank you,” said the girl. “Well this is my sister Juliet, and I’m Liam, and this is our buddy Theo,” said the bassist Liam. “Juliet and I have been playing since we were kids, and we met Theo after moving from Seattle down here to Los Angeles.” “That was, what, almost a year ago now?” said Juliet. “Yeah just about a year,” said Theo. Frank and John continued talking with them for a while. They learned that the group called themselves No Food in the Library, and that they all maintained normal careers, but they were passionate and dedicated to follow their dreams of becoming professional musicians. The dark-haired, lanky Theo had been running a drop-shipping business online since he was in high school. Liam and Juliet, both blonde-haired and blue eyed, worked at their uncle’s restaurant, Tony’s Pizza, as servers. John handed Liam his business card and mentioned that he was a personal and tour manager, and that Frank was in the process of taking the California Bar next week to become a licensed attorney. Frank, he added, planned on working with artists,
4
producers, labels, promoters, and venues. The group seemed flattered, and John and Frank assured them that they were genuinely interested by their sound and wanted to stay in touch. They all parted ways, and John and Frank walked home. The next week, Frank walked out of the Hyatt in downtown Los Angeles where the California Bar was being administered. He felt good, but didn’t want to get his hopes up. He turned on his phone to see nearly a dozen missed calls from his nervous mother. Despite the fact that Frank and his mother talked every few days, she bombarded him with a plethora of questions all too familiar to him. “Yeah, yes mom,” Frank mumbled into the phone. “No mom, not too difficult. Of course I studied. Yes, plenty of sleep last night. I think I’ll be fine. I need to go. No, no girlfriend. Yes. Ok. I love you too.” The conversation ended and Frank hopped in a cab to go meet up with John at their friend’s recording studio. John’s group of friends included people involved in the music industry considering the nature of his career. Raphael, the sound engineer and producer who owned Red Light Studio, was originally from Milan, Italy, but had moved to Miami as a teenager and then studied at the Jacobs School of Music at Indiana University. John and Raphael had met by chance at a concert in Los Angeles. Raphael had developed a solid reputation around Los Angeles for his ability to mix intricate compositions and effortlessly encourage artists to perform to their highest potential and produce mesmerizing sounds. Because of this reputation, he was always busy. Artists, both amateur and well-known, shuffled in and out of the studio on a daily basis. This was a beautiful opportunity for John to get to meet potential clients, and several of his existing clients were in fact artists who had recorded music at Raphael’s studio. Frank walked in and was greeted by John and Raphael on the couch with a bottle of scotch on the table and a congratulations balloon bouncing against the ceiling. “I’m sure you killed it,” exclaimed John. “But whatever, it’s over, no need to talk about it.” “Of course he killed it, Frankie is a stud,” remarked Raphael. “Thanks guys,” replied Frank. “Give me a glass of whatever please.” “I know celebrating before you know the results might be bad luck, but you’re lucky enough so I figured you wouldn’t mind,” said John.
5
Frank and John lay back on the couch while Raphael scrambled around the studio talking about the clients he had been working with earlier. “You’d love ‘em, Frank. I was playing their stuff for Johnny earlier and he started yapping about how he just found another client. Too bad for him they’re already being managed by Jake Yazell’s group.” Raphael played some of the songs they recorded earlier. They weren’t finished up to Raphael’s standards yet, but they absolutely had a unique, impressive sound. “Show him that video of No Food in the Library, John,” said Frank. “Who?” questioned John. “No Food in the Library, the group outside the Dixies from the other week.” “Oh yeah, yeah, them. One second. Raphael take my phone, plug it into your speakers and press play.” “Do I look like an idiot to you,” asked Raphael. “Just give me the phone Johnny.” John lobbed his phone across the room and Raphael fumbled it but managed to hold on. Frank smirked, imagining the scene John would’ve made if Raphael dropped his phone. Raphael plugged the phone in to his speakers, pressed play, and retreated back to his over-the-top reclining chair. After the video ended, Raphael looked at Frank and John and laughed. “You found these kids,” asked Raphael, “they’re pretty damn good. They sound like The XX, James Brown, Red Hot Chili Peppers, and the Beastie Boys hopped in bed together, made some magic, and created this musical love child. The lanky dude looks like a total dork but he’s got some serious talent on the guitar.” “That’s a weird way to describe it Ralph, but I guess I agree,” said John. “Add Lana Del Ray to the mix,” Frank chimed in. “The girl, Juliet, has an incredible voice.” “Get them in my studio. Johnny, call them up. I want to meet these kids.” “We have some work to do with them before we even consider bringing them into the studio and exposing them to a creature like you,” said John.
6
“I get drunk and throw a guitar through a window one time and suddenly I’m called a creature,” laughed Raphael. “It was a crappy guitar anyway.”
7
Chapter 2: The Discussion Over the next month, Frank and John spent a significant amount of time getting to know the members of No Food in the Library. John’s focus was on building up the band’s online presence. As the band’s unofficial manager, but with their permission, John created social media pages as well as getting them set up on Spotify, SoundCloud, and Bandcamp. While they didn’t have any music to release publicly yet, John believed it’d make things easier to have these accounts set up in advance. Frank spent most of his time researching everything he could find about the work music attorneys engage in. When he wasn’t researching, he was pulling his hair out waiting for the results for the Bar. Finally, the results came. Frank was relieved to call his mom to share with her the good news that he was now a licensed attorney in California. Frank then called John and let him know the good news, and that he could get John’s personal management agreement with the band taken care of. John said they’d have time tomorrow. John told Frank it was probably a good time for the band to meet Raphael at Red Light Studio. Frank was agreeable to it, and John told him the band would be there around 1 p.m. The next afternoon, John’s phone rang and he picked it up. “Yeah you got it. 373 North Dover Street. 30 minutes. Great. See you then,” John tossed his phone back on the couch, “Ralph, they’ll be here in 30.” Raphael put out his cigarette and began bouncing around the studio. “Help me clean this place up man, I hate having new clients in here when it looks like this.” “It always looks like this,” Frank joked. “I swear to god Frankie if you keep yapping from that couch and don’t help me out I’ll put you through the wall.” Frank laughed but hopped up and helped straighten up the studio. “Thanks bud. You know I just joke around. I’d put Johnny through the wall before you any day of the week.” John glanced up from his phone, shook his head, and went back to responding to an email.
8
A short while later, the buzzer at the studio rang. Raphael quickly got off his chair and went to the intercom. “Who are you,” he bellowed, sounding a bit more intimidating than he normally did. He only talked like that when he was drunk, answering his intercom, or on the phone with customer service. “Hey it’s Liam, Juliet, and Theo. Can we come in,” asked Theo through the intercom. Raphael buzzed them in, and moments later the trio were in the studio. “Water, coffee, wine, vodka, bourbon, beer, absinthe, milk, chocolate milk, almond milk,” Raphael said quickly, “I got it all people, just let me know what you’d like. I’m Raphael, you can call me Ralph. This is my studio, Red Light. Johnny and Frank over here showed me a video they took of you guys playing a few weeks back, and I love it. I want you to play some music here, and I want us to work together. How does that sound?” “This place is nice man, I’ll definitely take some milk,” Liam said. “Bourbon, please,” said Juliet. “Just a water for me,” said Theo, “Frank and John, we’re glad you guys liked our music. We’ve been doing our thing playing outside shops and malls for a bit now, and we feel like crossing paths with you guys was a really good thing.” Frank smiled, “You guys create a sound that I love and want to hear more of. That’s why we wanted you to come here today and meet. So, Ralph is the man with the golden ear and he’s a wizard in the studio. I know John’s been doing some unofficial management stuff for you guys. And I’m able to advise you when it comes to any of your contracts and negotiations about licensing agreements, booking and tour agreements, your intellectual property, and whatever else may come your way. John and I want to be your personal management team.” The band was silent. “We know it’s a lot to process,” said John, “one minute you go from playing some of your songs on the street, and the next minute you’re in Red Light Studio getting pitched by managers and a producer and by a lawyer. But I assure you we only have the best intentions. We love your music and we want the world to be able to hear and appreciate your music as well.”
9
Still, the band was silent. “What? Are your throats dried up,” asked Raphael, “drink some milk and say something!” Frank’s shook his head, but Liam, Juliet, and Theo started cracking up. “I love it man,” Liam said, “Ralph you’re ridiculous.” “We’re honestly really interested in working with you guys,” said Theo, “but before we agree to anything, we obviously need to work out some details. John’s basically been working as our manager already, so if we’re going to make it official, we just want to be careful about it. You know?” “Of course, of course,” said Frank, “So to make sure this is all fair play, we need to instruct you guys to seek independent legal advice regarding this type of agreement.” “I got a guy,” chimed in Raphael, “Billy Xi has represented a handful of the artists and bands that have worked in here. I’ll get you guys his info, just give him a call and let him know what’s up. I’m sure he has some forms that he can work with to make your lives, and Frank and John’s lives easier in figuring out the details.” “I like that plan,” replied Juliet, “let’s plan on getting together in the next few weeks to go over it all.” Shortly after the band left the studio, Frank, John, and Raphael sat on the couch and poured themselves another round of drinks. “Ralph, what if Billy tried to snag these guys?” asked Frank. “You worry too much Frankie,” said Raphael, “Billy isn’t a snake, he’d never do that.”
10
Chapter 3: The Personal Managers Raphael invited the band back to his studio a few days later to introduce them to Billy Xi. Over the next few weeks, Frank and John spent a significant amount of time emailing, chatting with, and sending redline edits of the personal management agreement back and forth between Billy. The biggest issue the parties had when negotiating the agreement was the term. Billy had told the band horror stories from his former and current clients about being legally tangled with awful managers, putting their careers in jeopardy. To avoid this, Billy incorporated agreement in the Term provision that gave the band the power to terminate the agreement if they didn’t secure a record deal in the initial term. This provision incentivized the managers to dedicate themselves to the band, as well as the encouraged the band to take their recording and performing goals seriously. Additionally, the Termination provision was agreed upon by both parties to be fair to each side, by permitting the band to terminate the contract if Frank or John breached any of their duties, and likewise permitting Frank and John to terminate the contract if the band failed to perform their duties. Besides that, the rest of the negotiating process went surprisingly smooth. Billy Xi’s forms allowed the team to avoid lengthy debates about the necessary provisions, and Frank and John’s genuine excitement and interest in working with a talented group of musicians resulted in a fair and reasonable contract negotiation process. Eventually, once Frank and Billy finalized their edits and approved the contract, Frank sent an email out to John, the band, and Raphael that it was time to convene, review the contract together in person, and if everyone agreed, sign off on it. The next afternoon, Frank, John, and the band made themselves comfortable at the dining table in Raphael’s studio. Raphael walked back over from the kitchen holding a bowl of pistachios and a few bananas. “Feel free, guys,” said Raphael, “this stuff is all natural. The bananas come from my Uncle Dario. The man has the best bananas.” “Cool, dude. Thanks, I love bananas,” replied Theo. Then, they got down to business.
11
“So, I have a copy of the agreement here, and you all have a copy in front of you. I’ll just slowly read through it, so please bear with me, and let me know if anyone objects to anything in here,” said Frank. Then, Frank began, “Background. A. The Band seeks to receive advice, guidance, and counsel regarding the development and progress of the Band’s musical career….” The band, Frank, John, and Billy Xi had very few interruptions, since the contract had already been discussed extensively between Frank and John, and between Billy Xi and the band. Billy mentioned to Frank during one of their phone calls that his ideal way to negotiate any contract was: emailing redline edits back and forth, phone calls for things that were difficult to address over email, and then meeting in person for either extremely difficult positions to negotiate and to do the final review before signing. Those tactics, as all of the parties witnessed that day, created a very smooth process for everyone involved. Ultimately, the band management contract was agreed upon and signed by Liam, Juliet, Theo, John, and Frank. By the time John started to ask if anybody wanted to have a celebratory drink, Raphael was on his way back to the table with a serving tray filled with glasses of scotch. Everybody grabbed a glass. “To No Food in the Library,” exclaimed John. “To No Food in the Library,” everyone echoed. They clinked glasses, downed their drinks, and relaxed for a bit. “Oh, and by the way, as one of your managers, we should really put together your band partnership agreement next,” said Frank. “Great idea, suit,” said Juliet, “but sure, we can get that squared away soon.”
THE BAND MANAGEMENT CONTRACT CAN BE VIEWED IN ITS ENTIRETY AS
EXHIBIT A AT THE END OF THE STORY.
12
Chapter 4: The Group Deal Over the next week, the band was in and out of Raphael’s studio, splitting time between writing and recording new music, and hashing out the details of their pending band partnership agreement. John had taken on the role as the band’s day-to-day manager, while Frank focused more heavily on the legal matters. In between writing and recording sessions, Frank would gather the band together and present different provisions that he planned to include in the agreement, and decided it was best to let Liam, Juliet, and Theo discuss as much of these issues, while he took the position of facilitating and mediating when disagreements came about. While most of the provisions Frank laid out for them were easily agreed upon by the group, they struggled to compromise on profit and loss sharing and management voting rights. At this point, the group got Frank on the phone and asked if he could meet them in Raphael’s studio to help mediate the disagreement and reach a good solution. Frank walked into the studio about a half-hour later. “Okay folks, fortunately you all agreed on the bulk of the agreement, and it’s not surprising there was some disagreement over profit and loss sharing, management rights, and adding a new partner,” Frank calmly said, “I think finding a middle-ground for these things shouldn’t be too difficult.” “Yeah, right, dude,” jeered Theo, “no offense Liam and Juliet, but you two being siblings really makes it seem like a 2 on 1 scenario.” “That’s not true Theo,” replied Juliet, “we started this project and brought you in to play guitar. We just think we shou-“ Liam cut her off. “Juliet, chill out. We’re all in this together. Theo the only reason Juliet proposed you receiving 5% less in the net profits and losses is because you don’t write any of the songs, and we do. The percentage reflects the additional work Juliet and I both contribute. That’s all.” “That is a good point, Theo,” said Frank, “the songwriting is a major aspect of the band’s work. I don’t think you should take the 5% difference so personally.” “Alright. That actually makes sense, but what about these ‘management voting rights’ that you mentioned, Frank,” asked Theo, “not that I don’t trust Liam and Juliet to make the right decisions, but I’d like to make sure that the whole brother-sister relationship doesn’t result in a 2 to 1 victory for them every time we have to vote on something.”
13
“Okay, how about this then,” said Frank, “each of you will receive one vote in management decisions, but in order to ensure that this 2 to 1 scenario doesn’t happen the way you say, what if John and I both receive one management voting right as well. Hypothetically, and no offense Liam and Juliet,” “None taken,” said Liam, “yet.” “So hypothetically,” Frank continued, “Liam and Juliet both vote to pursue an opportunity to record a new album, but the studio is in a remote jungle in the Amazon. And Theo, let’s say you are vehemently against that idea for personal reasons, like an irrational fear of jungles. If John and I each have a management voting right, we could vote against the decision, making it 2 to 3. Obviously, our decision would not be a personal preference, as there’s little chance we’d spend more than few days at a time, which isn’t that bad. But as far as it concerns your business as a band, having the band off the grid for several months could be a big setback for local growth, marketing, exposure, et cetera.” “Okay. You know, I can get behind that idea,” remarked Juliet, “Liam and Theo, I can see you two trying to vote for some absurd crap at times, while I’d be against it, so maybe having the two suits weighing in may really be in our best interest.” “Why do you keep calling me a suit? I don’t even own a suit,” mumbled John. “I agree,” said Liam, “and we’ll have five votes in all, so there’s no chance of a deadlock. Even if both Frank and John voted differently, we can end up with a unanimous vote, 4 to 1, 3 to 2, 2 to 3, or 1 to 4. So, that’s probably the smartest thing we can do for ourselves.” “Plus,” John began, “not that you should be worried about our interests and motives, but Frank and I both owe you guys a fiduciary duty and we’re held to some pretty high standards of good faith and loyalty. Any vote we make is genuinely in the best interest of the band.” “Okay, so I’ll take 5% less in the net profits and losses or whatever,” stated Theo, “and in return, these two cheeseballs—Liam and Juliet—and I are willing to give you two suits these fancy management voting rights. Kosher?” “Kosher,” replied Liam. “Sounds good,” said Juliet, “Frank get the contract drafted soo-“
14
“I’ll have it ready for us to review one more time before signing in like ten minutes,” Frank quickly said, as he was typing away at his computer. Shortly thereafter, Frank printed off copies off the band partnership agreement and passed them around to John, Liam, Juliet, and Theo. After one final read through, the group, Frank, and John each signed the agreement, binding the group together as partners.
THE BAND PARTNERSHIP CONTRACT CAN BE VIEWED IN ITS ENTIRETY AS
EXHIBIT B AT THE END OF THE STORY.
15
Chapter 5: The Gig Throughout the spring and into the summer, John, Frank, and the band worked tirelessly writing new songs, recording in Raphael’s studio, and enhancing the band’s social media presence. Additionally, John and Frank had been preparing No Food in the Library’s first demo, which they intended to send to virtually every major and independent record label with offices in California. Due to the band’s lack of financial power, Raphael had let them work on non-recording projects with Frank and John in his studio. One afternoon towards the end of June while the team was researching labels, Raphael burst into the studio, excited and out of breath. “Boys, and Juliet,” he began, “you guys-“ Raphael stopped and put his hands on his hips, hunching over while he caught his breath. “Let me start over. You all know the venue The Funky Duck?” “Of course we do,” replied Liam. “That place is legendary,” said Juliet. “Love the Duck,” said Theo, “even though they kicked me out of there last year for no reason but still. Yeah. Great place.” Frank turned to Theo and asked, “Wait Theo what’d you d-“ “Shut up,” yelled Raphael, “it’s not important. Want to know what is important? I ran into Alex god damn Kline, the head talent buyer at Funky Duck at Argo Tea earlier and he tells me th-” “What’d you get at Argo Tea,” interrupted Theo with a large smile. Theo’s joking demeanor always managed set Raphael off, but Raphael clearly enjoyed the banter. “For the love of god Theo just shut your mouth and listen,” screamed Raphael, his face red, “Anyways, I got a Bubble Tea, and yes, it was delicious. As I was saying. Kline told me that the band they had booked for a Tuesday night gig in August had to back out.
16
Something about the drummer sleeping with one of the other guys’ sister. I don’t know, irrelevant. But I told him about you guys and funnily enough, the work you’ve been putting into that social media crap is paying off, because Kline knew who you were. I guess he follows you on Twitter.” “Told ya the Twitter was a good idea,” said Liam, “I bet he loves the dog memes I retweet.” “Ok Liam, I highly doubt that’s why he follows our Twitter, but whatever, Raphael, keep talking,” said John. “Alright, well he likes your music, a lot,” said Raphael, “and he wanted me to put an August 21st show on your radar.” “This would be our first legit gig,” exclaimed Juliet. “And at The Funky Duck nonetheless,” said Frank, “do you guys realize how big this could be?” “I’m all about it,” said Theo, “I just hope they took that picture of my face off of the ‘banned’ list in their security room.” “Raphael get us Alex Kline’s email and phone number,” said Frank, “let’s get in touch with him.” “Here’s his card, kid. Go for it,” Raphael said as he sat down on the couch. Frank and John opened up Frank’s computer and started writing an email to Alex Kline. They introduced themselves and expressed their interest in setting up a show for No Food in the Library at The Funky Duck in August after Raphael let them know about the opportunity to perform. They sent the message and went back their business. Over the next week, Frank, John, and the band spent some time discussing amongst themselves their ideal terms and conditions for the agreement. In turn, Frank would relay this information to Alex Kline, and then both sides would go back and forth, discussing internally, sharing redline edits of the agreement, discussing on the phone, and so on. Considering Alex Kline’s tenure as a talent buyer and the historic nature of The Funky Duck, many portions of the performance agreement were predetermined based on simply “how we do things here.”
17
Despite the “how we do things here” mentality, Frank managed to force Alex to compromise in certain areas. In particular, the payment, complimentary tickets, and food and drink terms of the agreement. Juliet had heard from a friend whose band performed at The Funky Duck earlier in the spring that they were notorious for delaying their non-refundable deposit to the band, which is typically 50% of the overall fee. The band, Frank, and John discussed this, and because the band was already earning very little money at this point from their social media presence and streaming revenue, they preferred to receive this non-refundable deposit as early as possible. Theo, in particular, was adamant about receiving the deposit in a timely manner as he was desperate to have the funds to purchase a new bike for himself. Frank came up with an interesting plan that would incentivize The Funky Duck to pay up this deposit sooner than later by including a condition that would incur interest on the deposit amount by five percent each day after the initially agreed upon date until it was paid. This increased amount wouldn’t have any impact on the final payment, so basically, the longer it took The Funky Duck to pay up, the more they’d end up paying the band in the end. While this would obviously a great plan for the band, Alex Kline was not receptive to the idea whatsoever. Alex initially refused and said there was no chance that condition would be included in the agreement. The Funky Duck, as he had stated many times before, does things the way they do them. And if the band wasn’t cool with that, they didn’t have to perform there. Realizing that Alex wouldn’t budge on this position without a reason, Frank and John looked into the other portions of the contract that they could modify in Alex’s favor. They came up with a strategy. Frank pitched the idea of cutting down the number of complimentary tickets from the original 30 offered by Alex down to 15, in addition to cutting out the large amount of alcohol offered in the food and drink portion. John included their math and determined that the 15 additional tickets, if they sold, would be worth around four hundred dollars, and all of the alcohol not being purchased for enjoyment amongst the band and their entourage in the green room before the show would save about two hundred dollars. As it turned out, Alex was far more receptive to this plan. The potential six hundred extra dollars in The Funky Duck’s pocket seemed be an effective way to compromise the deposit payment dilemma. Suddenly, the band was in business.
18
Frank shared the news with the band, who were too excited to be performing at The Funky Duck to care about the smaller quantity of freebie tickets and lack of alcohol in the green room before the show. “If our friends really give a shit about us,” Juliet said, “they’ll spend the money to see us play at the Duck.” “Good point,” said Liam, “also John, what if we took some of the complimentary tickets and included them in our demo package that we’re sending out to those labels.” John’s eyes widened, “That’s a great idea, actually. That’s a really damn good idea.” “Let’s pick one or two bigger labels to include the comped tickets with and maybe two or three independents,” said Frank, “god forbid something goes wrong at the show, we don’t want all of our options to witness that, you know?” “What a smart suit we have.” laughed Theo, “Honestly I just want to buy this new bike. I’ve been watching videos of demonstrations on YouTube for the past few weeks and it looks so nice. There’s one guy who was riding on the sid-“ “Nobody cares, Theo,” groaned Juliet. “I’m sure the bike is great, Theo, but let’s just focus on this for now,” said Liam. “Alright well you non-suits better get your set list prepared and get in the studio or back to your garage and start practicing,” said John, putting on his serious hat, “this show could be huge.” The next morning, Frank and Alex Kline met at Raphael’s studio to comb over the agreement one last time before signing off on it. The two sat at the table, going page by page, and eventually signed it. Alex pulled out a check for the 50% deposit from his jacket, handed it to Frank, and told him he was looking forward to the show and to stay in touch. ______________________________________________________________________________ THE BAND PERFORMANCE CONTRACT CAN BE VIEWED IN ITS ENTIRETY AS
EXHIBIT C AT THE END OF THE STORY.
19
Chapter 6: No Deal
The concert at The Funky Duck exceeded the expectations of the band, Frank, John, Raphael, the attendees, and the few A&R folks from the labels that took advantage of their complimentary ticket.
Near the end of the show, Theo, in the heat of the moment, decided to stage dive, while still holding onto his guitar. Despite John’s flailing and terrified reactions from the side of the stage, Theo made the leap into the crowd. Fortunately, the energized crowd caught Theo and kept him afloat. Juliet and Liam continued to play their parts, and Theo, without skipping a beat, started in on a guitar solo, on his back, over the crowd. The crowd loved it. Phones raised above the heads of the crowd and started Snapchatting, livestreaming, and recording Theo while he played. The band and the crowd were on cloud nine. Once they finished that song, Theo made his way back on stage, where they thanked the crowd for coming, and left to head back to the green room. During the show, John and Frank spent some time chatting with the A&R folks from Warner, Sony, and Brainfeeder. While all three of them had nice things to say about the band and their potential to succeed at their respective label, John felt strongly about pursuing Warner, and Frank was a big advocate for Brainfeeder. After the show, they swapped information with each A&R personnel; while Daisy Diaz from Brainfeeder suggested that John, Frank, and the band grab coffee that week to determine whether No Food and the Library and Brainfeeder had the potential to be symbiotic partners. The meeting was set for Friday morning. However, before dealing with Brainfeeder, the band was about to deal with a more sensitive matter. While the band, Frank, John, Raphael, and their friends were enjoying themselves in The Funky Duck’s green room, Alex marched in, looking less than pleased. “You guys realize you’re not getting paid, right?” he asked, rhetorically. “What?” yelled Juliet as she stood up from one of the couches. “Why the hell not?” “Uh, let’s see. You guys decided to end your show twenty minutes earlier than we agreed on.” stated Alex. “Pretty damn clear in the contract that you were supposed to perform for sixty minutes, and you left the stage at the forty-minute mark. It’s not
20
rocket science people. You screwed up. Great show while it lasted, but you screwed up.” Alex began to turn around to leave the room when Frank stopped him. “Alex, come on,” said Frank, “let’s talk about this.” “Not interested, Frank. Your people were supposed to be on stage for an hour and they were only up there for forty minutes. The deal is off,” replied Alex. Alex turned towards the door and left. The atmosphere of the room noticeably darkened. Theo leaned back on the couch and mumbled to himself while Juliet stared blankly into space. The friends in the green room apologized to the band and reminded them that the show was great, regardless of the money. A few minutes later, it was just John, Frank, and the band left in the green room. Liam and John walked up to Frank, who was sitting on the couch next to Theo, and tapped him on the shoulder. “Frank, we might have some leverage here,” said Liam. “He’s right. I mean, I’m not sure how much leverage it is, but we can try,” said John. “Remember what time the show was supposed to start?” “Eight o’clock,” replied Juliet from the other side of the room. “Correct,” said John. “Do any of you know what time Alex let you guys get on stage tonight?” Nobody answered. “Well I do. I started recording a video the moment the emcee welcomed you guys on stage. That moment began exactly at eight twenty,” stated John. “Alex is right about the time you guys performed, though. I conveniently took a bunch of pictures on my phone as you were thanking the audience and leaving the stage, which was at nine on the dot.” “Can we something with this Frank,” Liam asked. “I think it’s worth a shot,” remarked Juliet.
21
“Nothing to lose in trying to play our hand here,” said Frank. “John come with me. Let’s go talk to Alex again.” Frank and John walked through The Funky Duck, which was still a lively scene with many attendees sticking around to grab drinks and hang out at the bar. They stood by the bar for a few minutes, discussing a game plan on how to discuss the issue with Alex. Eventually, they made their way to the management office and knocked on the door. Alex replied through the door to come in. Alex turned around in his chair to see Frank and John walking in. “Oh come on,” he exclaimed. “What do you guys want?” “We’re not the ones who didn’t hold up our end of the deal,” said Frank. “If you want to see a copy of the contract, I’ll gladly pull it up on my phone for you.” “I’m not sure what you’re talking about,” Alex replied. John began to read from the electronic copy of the contract he had on his phone. “Blah, blah, blah. On the twenty-first day of August two-thousand and eighteen and eight p.m.,” stated John authoritatively. “Eight p.m.” “Any chance you remember what time your emcee decided to welcome No Food in the Library on stage to begin performing,” asked Frank. “Eight,” replied Alex instantaneously. “Not a chance,” said John. “I have a video taken at eight twenty p.m. of the band being welcomed to the stage. That’s what? Twenty minutes later than we agreed on.” “It doesn’t matter,” snapped Alex. “Your people were on stage for forty minutes. I timed it.” “Well, I think it does matter,” Frank said calmly. “We agreed that the show would go on for sixty minutes, starting at eight p.m. Your emcee brought them on stage twenty minutes later than we agreed on, that wasn’t our call, that was yours. I think you can do the math behind a twenty-minute delay that was never discussed, followed by a forty-minute performance.” “Sixty minutes,” stated John. “The show was agreed to last for sixty minutes. It sure seems like a sixty-minute show is what happened tonight.”
22
“You guys can’t be serious,” groaned Alex. “You’re seriously going to waste my time with this crap?” “Of course, we’re serious Alex,” said Frank. “Listen. The last thing we want—and by we, I mean the band, John, and myself—is to have a bitter relationship with such a great venue. These guys are locals and were honored to perform at The Duck-“ “Please, call it The Funky Duck,” said Alex. “Sorry. They were honored to perform at The Funky Duck.” Frank said. “They put on a great show and the crowd loved it, you can’t deny that.” “That crowd surfing crap is dangerous to the crowd and the performer. But yeah, everybody seemed to have a great time tonight,” said Alex “So is it really worth creating a bitter relationship between the band and The Funky Duck,” asked Frank. “It’s their first serious gig and they rocked the house. Imagine this place in a couple months, or a couple years if they blow up. You can upcharge the tickets and sell the whole place out easily.” “But we won’t even consider another performance here down the road if we can’t resolve this Alex,” stated John. “And we would rather not waste either of our time and money with ADR,” added Frank. “But if we can’t settle this right here, that’s what we’ll do.” The room fell silent as Alex sat at his desk fiddling with a pen. After a few moments of silence, John spoke up. “This isn’t anything personal, “said John. “But Theo, Juliet, and Liam deserve to get paid.” “Alright, alright,” replied Alex. “I’ll cut you guys a check for a thousand, half of what we agreed on.” “No chance,” stated Frank. “Technically we held up our end of the deal, Alex. It’s a check for the full amount or we’ll resolve this through ADR. All that does is cost both of us more money, and take away time we could be spending on our actual jobs.” “You’re persistent, Frank,” remarked Alex. “But honestly, you’re right. This isn’t worth the time and money. I have more gigs to put together and I’m not interested in spending another minute dealing with this.”
23
Alex pulled out a checkbook from his drawer and wrote in the amount for two-thousand dollars. “Here you go,” said Alex. “Let your people know it was nothing personal.” John reached across the desk and took the check from Alex. “Of course, we will,” replied Frank. “Look forward to doing business in the future.” Frank and John stood up and walked back into the green room to find the band relaxing on the couch. “We did some talking while you guys were gone,” began Liam. “If we don’t get paid it’s no big deal. It was our first show, and the two-thousand we got from the deposit can stretch a long way if we’re smart.” “I was pretty pissed at first,” stated Theo. “You guys have no idea how much I wanted to buy this damn bike. But you know what? I’ll survive without it for a bit longer. I’ve already made it this long, y’know?” Frank looked at John and laughed. “That’s a respectable approach guys,” John said as he reached into his pocket. “But it appears your suits managed to put The Funky Duck into checkmate. No pun intended.” John pulled out the check from his pocket and handed it to an excited Theo. The band was eccentric. “Next time, we’ll make sure John has a timer going so you guys don’t hop off the stage too early,” said Frank. “We caught a break this time, but we can’t risk that in the future.” “Okay, suit,” said Juliet sarcastically. “Can we just enjoy this moment?” Frank shook his head and smiled, and Juliet walked up and hugged him, thanking him for everything him and John had done for them.
24
Chapter 7: The Record Deal Theo’s antics, as it would turn out, were to be the key factors that transformed No Food in the Library from essentially talented nobodies into internet celebrities. While No Food in the Library did not have a massive social media presence, nor anything more than a few singles and live-recording clips online, they found themselves going viral due to Theo’s eccentric live performing antics. In the days following the show, No Food in the Library found themselves with 12,000 new likes on Facebook, 9,000 new followers on Twitter, 22,000 new followers on Instagram, and their streaming plays on SoundCloud and Spotify saw an exponential increase in traffic. On Thursday evening, the night before the team was planning to meet with Daisy from Brainfeeder, John received an email from Kyle Manning from XL Recordings. Kyle expressed some serious interest in the band, but considering XL Recordings worked mainly out of New York and the U.K., the band was not keen on leaving their lives behind just yet. Reluctantly, John let Kyle know that the band was not interested in working with XL Recordings at this time, but they’d be open to working together in the future if the time was right. Kyle understood where the band was coming from, and wished them well. The next morning, John, Frank, and the band met up at the coffee shop to meet with Daisy. They sat down at a larger table, and when Daisy arrived a few moments later, she got straight down to business. “I’m not going to waste your time or mine today,” Daisy began, “but my sources mentioned to me that Warner is interested in brokering a deal with you guys, and Sony is as well.” “That’s great news,” exclaimed Theo. “Well, not really,” said Daisy, “just because a deal may be offered, does not mean it’s a good one.” “Touché,” said Theo solemnly. “Why would these not be good deals?” asked Frank.
25
“You could just be trying to talk yourself up to make them look like the worse option,” said John. “No offense, Daisy. I’m just trying to keep the conversation open and honest.” “No shit, you guys,” Daisy said. “I don’t work for Warner or Sony. I work for Brainfeeder. I’m obviously going to stick up for us. But the whole reason I work for Brainfeeder is because I admire our vision, the process, the goals, and the methods of the way we do business. We’re not trying to shake you guys down, take from your pockets, and leave you to fend for yourself. We’re a team, and we want to work with you, spread your music, and launch your careers.” “While that sounds wonderful in theory,” said Frank, “there’s a laundry list of terms and conditions we’d have to go over and discuss if we want to make this happen.” “Damn straight,” said Liam, “this is why we have a suit.” “These deals are complex,” said John, “and from what I know, negotiating with a label like Brainfeeder is a lot more reasonable than it would be with Warner or Sony.” “Not only that,” said Daisy, “we have a good idea of the terms and conditions that Warner or Sony will probably offer you. And in the rough agreement I can leave with you guys today, I promise you that everything in there is already better than what they can and will offer.” “Well, what if their terms and conditions are better,” inquired Juliet. “Then we’ll match it, or we’ll even beat it,” remarked Daisy. “You really mean that,” asked Liam. “Yeah, I mean it,” said Daisy without skipping a beat, “we’ve competed with these guys before, and we’ve beat them every single time when we’re passionate about the music we’re pursuing. And we’re passionate about your music.” Frank asked Daisy to give them a couple minutes to talk things over in private. She said she would step out to make a phone call and to let her know when they were ready to chat again. “Hey, Frank, how kosher is it to write a little contract on one of the napkins that says Brainfeeder will match or beat terms offered by Warner or Sony or any other labels that come our way,” asked Theo.
26
“That’s not something I’m even comfortable putting on Daisy,” replied Frank, “but maybe we can think of something else more reasonable.” “Wait, how about this? If and when Warner or Sony or other record label companies get in contact with us, before we bind ourselves into any deal with them, we have to go to Brainfeeder and give them the opportunity to either match or beat the terms and conditions offered by one of the other companies,” said John. “That’s gold,” replied Frank. Frank stood up and walked outside and came back in with Daisy. “John, want to repeat what you just said,” asked Frank. John repeated his idea to Daisy. “I think you should write that out on a napkin as pretty as you can and I’ll sign it right here and now,” said Daisy. “Just so you know, this is called an option.” Frank scribbled out a very brief contract on one of the napkins from the coffee shop, let Daisy look it over, and then Daisy, as an agent of Brainfeeder, signed it, Frank signed it, and then put the napkin in his pocket. Daisy took out a copy of the rough draft of the agreement, passed it off to Frank, said her goodbyes, and left. As they sat at the coffee shop reading over the agreement, John opened up his phone and his eyes widened. “What’s up with you,” asked Liam. “Yeah, John,” asked Theo, “are you all good?” John began laughing hysterically. “It looks like Daisy and Brainfeeder are good at beating the rush hour traffic,” he said, “in the past hour and a half we’ve gotten a dozen emails from different A&R people from Warner, Sony, Universal, and a bunch of independents. We just got another one while I was saying that.” “Shut up. Give me the phone,” demanded Juliet.
27
Juliet glanced at the phone and scrolled through the emails, her straight gaze turning into a childlike smile. “He wasn’t kidding,” Juliet screamed. “Guys, just take it easy,” Frank said calmly, “all this means is we have a ton of work ahead of us in shopping through these labels and finding the right one with the best deal.” “Frank, drop the suit act for a few minutes and be excited, man,” said Theo, “these labels aren’t going to vanish if we take a couple of hours to celebrate and grab some drinks.” “You know what, Theo, you’re right,” said Frank, “we’ll get down to business tomorrow. In the meantime, let’s go to the nearest damn bar. First round is on me!”
THE BRAINFEEDER OPTION CAN BE VIEWED IN ITS ENTIRETY AS EXHIBIT D
AT THE END OF THE STORY.
28
THE FOLLOWING EXHIBITS ARE THE AGREEMENTS THAT WERE
NEGOTIATED AND DRAFTED BETWEEN THE VARIOUS PARTIES DURING
THE STORY:
EXHIBIT A: THE BAND MANAGEMENT AGREEMENT
EXHIBIT B:
THE BAND PARTNERSHIP AGREEMENT
EXHIBIT C: THE BAND PERFORMANCE AGREEMENT
EXHIBIT D:
THE BRAINFEEDER OPTION AGREEMENT
EXHIBIT A
29
BAND MANAGEMENT CONTRACT
THIS AGREEMENT is made and entered into as of March 1, 2018.
BY AND BETWEEN:
LIAM JEREMY LITT,
JULIET OLIVIA LITT,
THEODORE MICHAEL COHEN
(herein referred to as the “Band”)
- and -
JOHN BRADLEY LEVIN,
FRANK JOHNATHAN LEWISON
(herein referred to as the “Managers”)
BACKGROUND
(A) The Band seeks to receive advice, guidance, and counsel regarding the development and
progression of the Band’s musical career, as well as in new and different areas as the Band’s artistic
abilities can be advanced and exploited; and
(B) The Managers are qualified to render the desired advice, guidance, and counsel to the Band;
THEREFORE, in consideration of the promises described herein, it is agreed upon and understood
as follows:
I. SERVICES OF THE MANAGERS
(A) The Managers agree to provide such advice, guidance, counsel, and other services as the Band
may reasonably require to further the Band’s career as a musical group, composers, recording and
performing artists, and to develop new and different fields within which the Band’s artistic talents
may be advanced and exploited, including but not limited to the following services:
EXHIBIT A
30
(1) to represent the Band and act as the Band’s primary negotiator, to fix the terms
governing all manner of disposition, use, employment or exploitation of the Band’s
talents and products produced thereof; and
(2) to supervise the Band’s professional employment, and on the Band’s behalf to consult
with employers as well as prospective employers to assure the proper use and continued
demand for the Band’s services; and
(3) to be readily available at reasonable times and locations to consult with the Band in
relation to any matters concerning the Band’s professional career, business interests,
employment, and publicity; and
(4) to exploit the Band’s respective personalities in all forms of media and in connection
therewith, to approve and permit for the purposes of advertising, publicity, or trade, the
use, production, or publication of the Band’s name, photographic likeness, voice and
artistic and musical materials; and
(5) to engage, discharge, and/or direct agents, booking agencies, and employment
agencies, as well as other persons, firms, or corporations who may be retained by the
Band for the purpose of securing contracts, engagements, or employment for the Band;
and
(6) to dutifully represent the Band in all dealings with any unions; and
(7) to dutifully exercise all powers granted to the Manager pursuant to this agreement.
II. RIGHTS AND AUTHORITY OF THE MANAGERS
(A) The Managers are not required to provide services exclusively to the Band or to devote the
Managers’ or their employees entire time to the Band’s affairs. Nothing provided within this
agreement shall be construed as limiting or restricting the right to represent other persons or groups
EXHIBIT A
31
of persons whose talents may be similarly classified, or who may be in competition directly or
indirectly with the Band, or to have and pursue business ventures which may be similar to, or may
compete directly or indirectly with the Band. Notwithstanding the aforementioned, the Managers
and their employees shall be available to the Band and shall serve as their day-to-day manager.
(1) In the event that the Managers are not involved in the day-to-day management of the
Band for a period of forty-five (45) consecutive days, then the Band reserves the power
to terminate this Agreement; however, the Band must provide the Managers with at
least seven (7) days written notice to cure any breach within this provision.
(B) The Band appoints the Managers as the Band’s exclusive personal representatives, managers,
and advisors for the term of this agreement and any renewals, for all matters and issues that
normally arise within the authority and jurisdiction of personal representative, managers, and
advisors, which includes but is not limited to the advice, guidance, and counsel explicitly described
in Section I of the Agreement.
(C) The Band agrees to exclusively seek the advice, guidance, and counsel exclusively from the
Managers, and agrees not to engage any other individual or entity to perform the same duties and
obligations of which the Managers have hereby agreed to perform for the Band.
(D) The Band will not negotiate, accept, decline, or execute any agreement pertaining to the Band’s
career as a musical group, composers, or recording and performing artists without the consent of
the Managers. The Managers’ consent shall not be unreasonably delayed or withheld under any
circumstances.
(E) The Band hereby appoints the Managers for the term of this agreement and any renewals hereof
as the Band’s true and lawful attorneys-in-fact to generally execute and perform any other act,
deed, or conduct whatsoever deemed reasonable that ought to be done, executed, or performed of
EXHIBIT A
32
any and every nature as effectively as the Band could do if personally present, including, subject
to the limitation set out in this agreement, the following:
(1) to sign, execute, accept, endorse, collect, and deliver any and all bills of exchange,
checks, electronic payments, and notes as the Band’s said attorney-in-fact; and
(2) to demand, sue for, collect, recover, and receive all goods, claims, owed monies, owed
interest, and other items that may be due to the Band or that may belong to the Band;
and
(3) to draft, execute, and deliver receipts, releases, or other discharges under seal or
otherwise, and to defend, settle, adjust, or submit arbitration, and compromise all
actions, lawsuits, accounts, claims, and demands that are or will be pending in such
manner and in all respects; and
(4) to approve and permit publicity and advertising opportunities and offers; and
(5) to approve the use of the Band’s name, the names of the individual members,
photographs, likenesses, voices, sound effects, and literary, artistic, and musical
materials for purposes of advertising and publicity in the promotion and advertising of
any and all products and services; and
(6) to negotiate for and execute in the Band’s name or in the Band’s behalf any and all
agreements, documents, and contracts for the Band’s artistic, literary, and musical
materials, provided that the Band has been apprised of the material terms thereof and
the Band has granted the Managers the authority to execute such agreements in each
specific instance.
(F) The Band expressly agrees that the Band will not on their own behalf apply any of the powers
herein granted to the Managers by the foregoing power of attorney without the express prior
EXHIBIT A
33
consent of the Managers and that all sums payable to the Band by reason of the Band’s artistic
endeavors shall be paid to the Manager on the Band’s behalf.
(G) It is expressly understood that the foregoing power of attorney is limited to matters reasonably
related to the Band’s career as a musical group, composers, and recording and performing artists,
and such new and different areas within which the Band’s artistic talents can be advanced and
exploited.
(1) In the event that the Band, or any individual members of the Band, are involved in any
legal disputes that are not directly related to the Band’s artistic endeavors and activities,
the Band, or any individual member of the Band who is involved in a legal dispute,
may seek legal counsel from a third party.
(H) All business operations, decisions, commitment, including but not limited to recording
agreements and performance agreements, will be approved with the Band and executed prior to
completion or commitment on any business arrangement or contract with a third party. The Band
may not veto any operations, decisions, or commitments regarding live performances unless the
relevant performance contract provides the option to do so. The Band reserves the power to veto
operations, decisions, or commitments unrelated to live performances by a majority vote no later
than fourteen (14) days before the said operation, decision, or commitment is planned to occur.
(I) The Managers shall be entitled to book the Band and act as the Band’s booking agents on
separate terms to be negotiated between the Managers and the Band and adequately compare with
terms generally offered by other booking agents in accordance with popular industry practices.
The Managers shall coordinate and utilize the services of third party booking agents as the
Managers feel are reasonably required to effectively develop and promote the Band’s professional
career.
EXHIBIT A
34
(1) The Band reserves the right to pursue negotiation talks with third party booking agents,
and in the instance that a third party booking agent or agency renders an offer to the
Band, the Band must provide notice to the Managers. Upon receipt of notice, the
Managers may either:
(a) Match the offer rendered by the third party booking agent or agency, and the
Band must accept the matched offer; or
(b) Accept the offer made by the third party booking agent or agency, and abide by
the terms and conditions described in the contract; or
(c) Advise the Band to reject the offer and provide reasonable validation for why
the offer is inadequate and why it should be rejected.
(J) The Managers may serve as Executive Producers on the Band’s recording endeavors and
projects on separate terms to be negotiated between the Managers and the Band, and adequately
compare to the terms generally offered by other booking agents in accordance with popular
industry practices.
III. TERM
(A) The term of this agreement will be two (2) years as the above-dated agreement.
(B) The Band hereby grants the Managers two (2) irrevocable consecutive options to extend the
term of this agreement for two (2) periods of two (2) years each upon all the terms and conditions
thereof. Notwithstanding the foregoing, in the event that the Band, during the Initial Period of two
(2) years, has not secured a recording agreement with a major label, or with an independent label
distributed by a major distribution entity, the said options shall be automatically exercised unless
the Managers provide the Band with written notice to the contrary at least one-hundred (100) days
prior to the end of the current term.
EXHIBIT A
35
IV. COMPENSATION
(A) As compensation for the services agreed to be provided, the Managers are entitled to and shall
receive from the Band’s gross monthly earnings, and the end of each calendar month during the
term or any renewal, a sum of money equal to twenty percent (20%) of the Band’s gross monthly
earnings plus any applicable taxes, and the Band hereby assigns to the Managers an unalienable
interest in such earnings to the extent of aforementioned percentage.
(B) The term “gross monthly earnings” within this agreement is expressly understood to mean the
total of all earnings, whether in the form of salary, advances, bonuses, royalties, share of profits,
merchandise sales, products, properties, or any other income that is reasonably related to the
Band’s career in the fields of entertainment, music recording, performing, songwriting, publishing,
personal appearances, motion pictures, television, literary, radio, theatrical, and advertising, in
which the Band’s artistic talents are advanced and exploited, received from any individual, firm,
or corporation on the Band’s behalf, less the exclusions described below:
(1) production and recording costs for the Band’s master recordings and audiovisual work;
(2) payments for tour support, paid out by a third-party record company or by the band
directly;
(3) advances, fees, and royalties paid to third parties including record producers and
audiovisual work producers and directors;
(4) independent promotional costs paid by a third-party record company, and bona fide
costs incurred by the third party directly connected to synchronization licenses for
motion pictures or television;
EXHIBIT A
36
(5) the portion of the Band’s income from any motion picture of television package which
is payable commission to a talent agent or otherwise payable to third parties as a cost
of production;
(6) any money payable by Band for reasonable sound and lighting equipment in connection
with live engagements;
(7) any money payable by Band for opening acts in connection with live engagements; and
(8) any income derived by the Band or its individual members from business investments,
entrepreneurial activities, or other non-entertainment related endeavors and activities.
(C) The compensation agreed to be paid to the Managers shall be based upon gross monthly
earnings of the Band accruing to or received by the Band
(1) during the term of this agreement or any renewal; or
(2) after the termination of this agreement or the expiration of the term or any renewal
where gross monthly earnings result from services performed by the Band during the
term or any renewal; or as the result of any contract negotiated, or substantially
negotiated, during the term and any renewal, extension, or modification of this
agreement.
(D) Following the termination of this agreement or the expiration of the term and continuing for a
period of eighteen (18) months thereafter, the Band will continue to pay the Managers ten (10%)
percent of gross monthly income as defined in the agreement
(E) In the instance that the Band forms a corporation or business entity during the term for the
purpose of exploiting the Band’s artistic talents, the Band agrees that this corporation or entity
shall offer to enter into a management contract with the Managers that is identical in all respects
to this agreement, except as to the parties thereto. In the event that the Managers accept such offer,
EXHIBIT A
37
then the gross monthly earnings of the corporation or entity prior to the deduction or any corporate
income taxes and of any corporate expenses or other deductions shall be included as part of the
Band’s grosss monthly earnings as defined, and any salary paid to the Band and/or its individual
members shall be excluded from the Band’s gross monthly earnings for the purpose of calculating
the compensation due to the Managers.
(F) The Band agrees that all individuals, firms, and corporations shall pay all gross monthly
earnings to the Managers, and the Managers may withhold the Mangers’ compensation and may
reimburse itself for any reasonable and receipted fees, costs, or expenses advanced or incurred by
the Managers.
(G) The Band expressly agrees to authorize and direct any and all individuals, firms, or
corporations from whom the Band is owed any sums of money which are earned as gross monthly
earnings under this agreement to remit such sums directly to the Managers.
(1) If the Band receives any such sums directly or indirectly, the Band shall hold same in
trust as to the Mangers’ share (including expenses) and shall remit the same forthwith
to the Managers.
(2) The Managers will collect and receive any and all monies payable to the Band with
respect to the Band’s professional career.
(3) The Band will reimburse the Managers for authorized expenses paid out-of-pocket no
later than three (3) months from the time of the transaction.
V. ACCOUNTING
(A) The Managers will compute all amounts payable to the Managers and the Band shall provide
a statement of account along with payment as soon as practical after each of the Band’s
EXHIBIT A
38
performances or other receipt of funds by the Managers on behalf of the Band, and in no event less
than on a monthly basis
(B) The Managers agree to maintain accurate books and financial records of all transactions
involving the Band. Such books and records may be inspected or audited during regular business
hours by the Band or their nominee upon reasonable notice to the Managers and at the Band’s sole
cost and expense.
(C) In the event of material irregularity or error, the Band shall be reimbursed for costs of audit
and Managers shall take reasonable steps to immediately resolve the irregularity or error.
(D) In the event of material irregularity or error caused by the Band, the managers shall be
reimbursed for costs of audit and the Band shall take reasonable steps to immediately resolve the
irregularity or error.
VI. EXPENSES
(A) The Band shall be solely responsible for payment of all reasonable costs and disbursements
incurred by the Managers or the Mangers’ employees in connection to the advancing the career of
the Band, including but not limited to booking agencies, fees, union dues, publicity expenses,
promotional expenses, traveling expenses, and wardrobe expenses.
(B) In the instance that the Managers advance any of the foregoing fees, costs, or expenses on
behalf of the Band, or incurs any other reasonable expenses in connection with the Band’s
professional career, or with respect to the execution of the Mangers’ services, the Band shall
promptly reimburse the Managers for such fees, costs, and expenses.
(D) The Band shall not be responsible for normal and recurring office and operating expenses of
the Managers.
EXHIBIT A
39
(E) The Managers must obtain the Band’s prior approval for expenditures in excess of one
thousand ($1,000.00) U.S. Dollars, and the Managers shall render projections for estimated
budgets, expenditures, and revenues for each year of this agreement, and update these projections
no longer than every six (6) months after a projection has been provided.
VII. TERMINATION
(A) The Band shall be entitled to terminate this agreement at any time upon the Managers’ breach
of any of the Managers’ representations, covenants, obligations and warranties described herein.
(B) The Band shall be entitled to terminate this agreement immediately upon bankruptcy or
insolvency of either of the Managers, or in the event of dispute between them.
(C) In the instance of any default by the Band of the Band’s representations, covenants, obligations,
and warranties described herein, the Managers’ obligations, but not the Managers’ right to
compensation, shall be suspended for the duration of any such default.
(D) In the instance that the Band for any reason fails to fulfill any of the Band’s representations,
covenants, obligations, and warranties described herein, without good or unavoidable reason or
excuse, the Managers shall have the right, upon written notice to the Band at any time prior to the
expiration of the term or any renewal, to terminate this agreement as of thirty (30) days after the
Band’s receipt of the written notice.
VIII. ASSIGNMENT
(A) This agreement is not assignable by the Band to any individual, firm, or corporation; provided
however, that the Band and/or its individual members shall have the right to assign their, his, or
her right to receive payments pursuant to this agreement.
(B) This agreement is not assignable by the Managers to any individual, firm, or corporation
without the express written consent of the Band, which consent may be reasonably withheld.
EXHIBIT A
40
(C) The Managers may assign this agreement to a corporation to be incorporated by the Managers
for the purpose of carrying out the services contemplated by this agreement, provided the assignee
agrees in writing to assume all of the Managers’ obligations pursuant to this agreement, and
Managers shall not be relieved of its obligations herein.
IX. INTELLECTUAL PROPERTY
(A) All relevant intellectual property created during the term of this agreement, including but not
limited to, sound recordings, logos, and the Band’s name, are subject to federal Copyright and
Trademark law.
X. FIDUCIARY RELATIONSHIP
(A) The Managers agree and understand that by virtue of this agreement, the Managers stand in a
fiduciary relationship to the Band, and the Managers shall be held to the highest standards of good
faith and loyalty.
XI. MUTUAL REPRESENTATIONS AND WARRANTIES
(A) The parties agree to mutually indemnify the other fully in respect to any liability, loss, or claim
suffered by the other as a result of any breach of this agreement, or the terms, conditions,
representations, warranties, obligations, and covenants contained herein.
(B) The Band agrees to at all times to attends Band’s professional career and to render the best
reasonable efforts to further the Band’s professional career during the term of this agreement and
any renewal, and to reasonably cooperate with the Managers to the fullest extent in the interest of
advancing the Band’s career.
XII. GENERAL PROVISION
(A) This agreement contains all terms and conditions agreed upon by the parties with respect to
the subject matter, and during the term of this agreement it is expressly understood and agreed that
EXHIBIT A
41
there will be no modification or change of this agreement unless such modification or change is
made in writing and signed by all parties.
(B) This agreement does not and shall not be construed to create a partnership or joint venture
between the parties herein. It is specifically understood that the parties are acting as independent
contractors.
(C) The Band understands that this agreement and the books of account of the Managers contain
confidential trade details and information. Neither the Band nor representatives of the Band shall
reveal or use on their own behalf or on behalf of any other individual, firm, or corporation, any
facts or information from this agreement or from the inspection of the Managers’ books of account.
(D) Any notice, direction, or instrument required or permitted to be given to the parties shall be in
writing and may be given by mail or delivery to the or by email to the parties as follows:
(1) Mail or Delivery to the Managers:
John Levin & Frank Lewison
1005 W Hampton Avenue
Los Angeles, CA 90001
(2) Email to the Managers:
(3) Mail or Delivery to the Band:
Liam Litt
922 N Rockalie Lane
Los Angeles, CA 90001
(4) Email to the Band:
EXHIBIT A
42
(E) Any party herein may change his or her address or notice by notice to the other parties, given
in the aforementioned manner.
(F) The Band acknowledges that the Managers have instructed the Band to seek independent legal
advice regarding the Band’s entering into this agreement, and the Band hereby confirms that the
Bandhas, in fact, sought and received such independent legal advice.
(G) If any term, provision, or condition of this agreement is held to be illegal or invalid for any
reason whatsoever, such holding shall not affect the validity of the remainder of this agreement.
(H) Wherever required in this agreement, the singular shall include the plural, and the masculine
gender shall include the feminine and other gender(s) identified.
(I) All disputes arising in connection with the interpretation of this agreement shall be settled by
alternative dispute resolution, which shall be conducted by the American Arbitration Association.
(J) The law governing the terms, provisions, or conditions of this agreement, and any action, issue,
or proceeding based on or relating to, shall be the law of the State of California.
(K) The Managers acknowledge that it shall not have rights in or to any stage of professional names
of the Band.
(L) The Band shall have and retain exclusive control over artistic and creative productions;
however, the Managers shall be consulted on all such matters.
(M) This is the entire agreement between the parties, and it supersedes all, if any, other agreements,
whether written or oral, prior to the date of this agreement.
EXHIBIT A
43
IN WITNESS WHEREOF, the parties hereto have properly executed this agreement as of the day
and year first written above.
SIGNED, SEALED AND DELIVERED in the presence of:
______________________
Liam Jeremy Litt
______________________
Juliet Olivia Litt
______________________
Theodore Michael Cohen
______________________
John Bradley Levin
______________________
Frank Johnathan Lewison
EXHIBIT B
44
BAND PARTNERSHIP CONTRACT
THIS AGREEMENT is made and entered into as of March 8, 2018.
BY AND BETWEEN:
LIAM JEREMY LITT,
JULIET OLIVIA LITT,
THEODORE MICHAEL COHEN
(individually “Partner” and collectively “Partners”)
JOHN BRADLEY LEVIN
FRANK JOHNATHAN LEWISON
(individually “personal manager” and collectively “personal managers”)
I. THE PARTNERSHIP
(A) The Partners hereby declare themselves as a general partnership ( “Partnership”) to be known
as “No Food in The Library” ( “Group”) under the laws of the State of California for the purposes
of live performances, and creating recorded audio and visual works to be exploited commercially
in all mediums whether nor or hereafter devised of recording performances for reproduction
(“Recordings”), exploiting and merchandising the names and likenesses of the Group and the
members of the Group, using and commercially exploiting musical compositions composed by
any Partner individually or jointly with any other individual and recorded by the Group for the
purpose of exploiting Recordings (“Group Compositions”), and all other present and future
endeavors and activities of the Partners as members of the Group in the entertainment field during
the term of this agreement.
(B) Except as otherwise expressly provided herein, the Partnership shall have the exclusive right
to the services of each Partner as a member of the Group in the entertainment field.
(C) The principal place of business of the Partnership shall be at such place as the Partners may
determine pursuant to the provisions on this agreement.
II. THE NAME
EXHIBIT B
45
(A) The Partnership shall do business as “No Food in The Library” (“Group Name”) and any and
all trademarks and related intellectual property rights therein and thereto shall be the sole and
exclusive property of the Group.
III. TERM
(A) The term for which the Partnership is to exist shall commence as of the effective date hereof,
and shall continue until dissolved in any manner provided herein.
IV. REPRESENTATIONS, WARRANTIES, AND AGREEMENTS
(A) Each Partners warrants and represents to each of the other Partners that he is free to enter into
this agreement, and that he is under no disability, restriction, and or prohibition which will interfere
in any manner with his full compliance with all of the duties and obligations contained in this
agreement.
(B) Each Partner warrants and represents that he has not engaged, nor will he engage in any
conduct or activity that will or may impair the full enjoyment by the Partnership of any of the
rights granted to it under this agreement or the commencement or continuation of the Partnership
in the manner herein contemplated.
(C) Each Partner warrants and represents that he will not sell, assign, transfer any right, title, or
interest in or to any asset of the Partnership without prior written consent of all other Partners.
(D) Each Partner agrees that he will perform the services to be performed by him diligently, fully,
and to the best of his ability during the term of this agreement, and will refrain from participating
in activities that with reasonable foreseeability may limit or prohibit him from so performing these
services.
EXHIBIT B
46
(E) Each Partner acknowledges that preservation and enhancement of the value of the Partnership
may be impeded by an individual Partner’s failure to conduct himself diligently to the business of
the Partnership, or by actions and conduct that may interfere with the rights of the other Partners.
V. CONTRIBUTION
(A) Each Partner will contribute:
(1) his exclusive services as a recording artist with respect to Recordings embodying the
musical creations of the Group;
(2) his exclusive services as a musical performer in all media and on live stages with respect
to his activities as a member of the Group;
(3) his merchandising rights with respect to his activities as a member of the Group;
(4) his exclusive services as a songwriter and publisher with respect to the Group
Compositions; and
(5) in general, his exclusive services as a member of the Group within the entertainment
field
(B) No Partner shall be required to make any capital contributions except upon a unanimous
agreement of the Partners.
VI. PROFITS AND LOSSES
(A) Subject to Section VI(D) below, and unless unanimously agreed upon in writing by the
Partners, the Partners shall received the specified share the net profits of the Partnership as
described herein:
(1) Liam Litt is to receive 35% of net profits;
(2) Juliet Litt is to receive 35% of net profits; and
(3) Theodore Cohen is to receive 30% of net profits.
EXHIBIT B
47
(B) Net profits shall be distributed in cash to the Partners from time to time, but only as expressly
authorized by a vote of a majority of the Partners.
(C) “Net profits” as used herein shall mean all commissions, recording royalties (excluding
songwriter’s share and publisher’s share), bonuses, payments (excluding repayment of loans), fees,
dividends, stock bonuses, interests, or money of any kind of nature which shall be paid to the
Partnership as a result of the activities after deducting the sum total of all reasonable salaries,
promotional costs, travel costs, accounting costs, legal fees, and any and all legitimate expenses
incurred by the Partnership while conducting Partnership business.
(D) Notwithstanding anything to the contrary contained herein, and unless otherwise unanimously
agreed upon by the Partners, net profits arising from the copyrighting, publishing, and exploiting
of a particular Group Composition, shall be shared solely among the Partners who are the authors
of said Group Compositions.
VII. MANAGEMENT
(A) The Partners have delegated all of their personal management duties and functions to Mr. John
Levin and Mr. Frank Lewison. Mr. Levin and Mr. Lewison’s duties and obligations as personal
managers of the Group are identical in all respects to the to the Personal Management Agreement
as expressly agreed upon in Section IV(E) of the said agreement.
(B) Each Partner and each personal manager shall have the right to participate in the control,
management, and direction of the activities and endeavors of the Partnership, subject to the
following voting rights:
(1) Liam Litt is to have one (1) vote;
(2) Juliet Litt is to have one (1) vote;
(3) Theodore Cohen is to have one (1) vote;
EXHIBIT B
48
(4) John Levin is to have one (1) vote; and
(5) Frank Lewison is to have one (1) vote.
(C) No Partner shall have the right to make any expenditure in excess of two hundred and fifty
($250.00) U.S. Dollars or incur any major obligation, including borrowing or lending money,
making, delivering, accepting, endorsing any commercial paper, compromise, or release debts
owing to the Partnership, sell, lease, license, or assign any Partnership property or engage in any
contract for any purpose on behalf of the Partnership, except as expressly authorized by a vote of
three-fifths (3/5) of the Partners and their personal managers.
VIII. BOOKS OF ACCOUNTS AND RECORDS
(A) The Partnership books and financial records, together with all other documents and papers
directly related to business operations of the Partnership, shall be maintained by the personal
managers at their principal place of business or at such other place designated by the Partners, and
shall be available for inspection at all reasonable times by any Partner or any designated
representative of any Partner.
(B) The maintenance of books and financial records shall be in done in a manner pursuant to
generally accepted accounting practices and principles, consistently applied at the cost fot eh
Partners, pro rata.
(C) The fiscal year of the Partnership shall end on the 31st day of December.
(D) The Partnership shall render annual accountings to each Partner no later than the 1 st day of
February of each year of the term.
(E) At the sole cost and expense of the Partners, the Partners may retain any licensed firm of
accountants or attorneys in connection with the business of the Partnership.
IX. DISSOLUTION
EXHIBIT B
49
(A) This agreement shall terminate and the Partnership will dissolve upon the first to occur of the
following events:
(1) the written agreement of all of the Partners to dissolve the Partnership; or
(2) by operation of law, except as otherwise described herein.
(B) The addition of a new Partner or the disassociation of a Partner shall not terminate this
agreement, and it shall remain in full force and effect among the new or remaining Partners.
(C) Upon termination of the Partnership, the Partnership’s receivables shall be collected and its
assets will be liquidated. Proceeds from the liquidation of assets and collection of receivables
shall be applied in the following order:
(1) first, to the expense of liquidation and debts of the Partnership other than debts owing
to any of the Partners;
(2) next, to the debts owing to any of the Partners, including debts arising from loans
made to or for such Partners, except that if the amount of said proceeds is inadequate
to pay such debts in full, then payments shall be made on a pro rata basis;
(3) next, in payment to each Partner of any financial capital investment made by him in
the Partnership belonging to him, except that if the amount of said proceeds is
inadequate to pay such financial capital investments in full, then payments shall be
made on a pro rata basis;
(4) next, in payment to each Partner on a pro rata basis of any said proceeds remaining.
(D) Any property, including but not limited to the Group Name, all rights and interests in
contracts, agreements, options, Merchandising Rights, owned or controlled by the Partnership at
the time of dissolution from which income is being derived, shall not be sold, but shall be
retained and distributed in the manner hereinafter set forth. Said property shall be distributed, as
EXHIBIT B
50
nearly as possible, among the Partners after the process described in Section IX(C)(1), (2), and
(3) have been completed.
X. ADDITION OF A PARTNER
(A) A new Partner may be admitted to the Partnership, but only with the unanimous written consent
of the Partners and their personal managers. If a Partner or a personal manager does not consent
to the admission of a new Partner, they may not do so unreasonably, and must provide reasonable
justification for their decision.
(B) A new Partner shall be admitted to the Partnership only if he has executed an agreement with
the Partnership under the terms of which such Partner agrees to be bound by all of the provisions
herein, as amended, as if a signatory hereto.
(C) A new Partner shall have no right, title, or interest in any assets or property of the Partnership
in existence at the time of his admission, or in any proceeds derived from such existing property,
or from the sale, exchange, or liquidating thereof.
(D) A new Partner shall have no interest in the Group Name apart from the limited right to be
known as a member of the Group.
(E) In the event of the termination of the Partnership, a new Partner’s interest in any assets,
property, net profits and losses shall attach only to assets, property, net profits and losses acquired
by the partnership after his admission.
(F) A new Partner’s capital contribution, if any, and share of Partnership’s net profits and losses,
shall be set forth in the unanimous written consent of all Partners approving the admission of the
new Partner.
XI. DISASSOCIATION
(A) A Partner may become dissociated from the Partnership by reason of:
EXHIBIT B
51
(1) his death;
(2) his disability;
(3) his resignation; or
(4) the written vote of all of the other Partners.
(B) A Partner shall be considered disabled if he is unable to perform the services as required
hereunder for any reason for a period in excess of three hundred sixty-five (365) consecutive days.
(C) If a Partner seeks to resign, he shall provide fifty (50) days prior written notice of the desired
resignation to the other Partners.
(D) A Partner who is disassociated shall be entitled to receive an amount equal to his proportionate
share of the net worth of the Partnership as of the time of his disassociation, exclusive of any value
attributable to the Group Name, but eh shall not be entitled to any of the earnings of the Partnership
received thereafter or any interest in the Group Name, nor shall he be subject to any liabilities of
the Partnership incurred thereafter.
(E) A Partner who is disassociated shall be entitled to receive his applicable proportionate share
of any royalties earned from the exploitation of:
(1) any Recording recorded hereunder and embodying his performances; and
(2) any Group Compositions which have been recorded by the Group prior to the date of
his association.
(F) The net worth of the Partnership shall be determined as of the date of date of the disassociation
by an accountant selected by the remaining Partners and the personal managers. Said accountant
or accounting firm shall be familiar with the music industry.
(G) In the event of voluntary disassociation, the determination of said accountant shall be final.
EXHIBIT B
52
(H) If the disassociated Partner should disagree with the said determination in the event of
disassociation for any other reason, the dissociated Partner shall submit the issue of fair market
valuation within forty-five (45) days to arbitration in California, under the applicable rules of the
American Arbitration Association.
XII. NOTICES
(A) All notices of any action by the Partnership which has the potential effect of altering any
Partner’s share of profits or losses shall be given in writing, by personal delivery, mail, or email at
the respective addresses of the Partners.
XIII. PARTNERSHIP BANK ACCOUNTS
(A) One or more Partnership bank accounts may be opened and maintained by the Partners with
such bank or banks as the Partners may determine.
(B) Any checks or withdraws from or against and bank account or accounts shall be upon the
signature of any person as the Partners may unanimously choose; provided that such checks or
withdrawals shall be subject to the approval process described in Section VII(B).
XIV. GENERAL PROVISION
(A) The liability of the Partnership or the Partners arising out of any activities of the Partnership
shall, to the extent possible, be covered by appropriate insurance policies. In the event that liability
shall not be adequately covered by said insurance policies, the amount of liability not insured shall
first be satisfied out of the assets of the Partnership.
(B) Each Partner indemnifies the other Partner(s) and holds such other Partner(s) harmless against
and from all claims, demands, and actions which shall or may arise by virtue of anything done or
admitted to be done by him outside the scope or in breach of the terms, conditions, and covenants
of this agreement.
EXHIBIT B
53
(C) If any term, provision, or condition of this agreement is held to be illegal or invalid for any
reason whatsoever, such holding shall not affect the validity of the remainder of this agreement.
(D) The law governing the terms, provisions, or conditions of this agreement, and any action, issue,
or proceeding based on or relating to, shall be the law of the State of California.
(E) The terms and conditions are subject to modification, change, or termination upon the
execution of a deal with a record label.
IN WITNESS WHEREOF, the parties hereto have properly executed this agreement as of the day
and year first written above.
SIGNED, SEALED AND DELIVERED in the presence of:
______________________
Liam Jeremy Litt
______________________
Juliet Olivia Litt
______________________
Theodore Michael Cohen
______________________
John Bradley Levin
______________________
Frank Johnathan Lewison
EXHIBIT C
54
BAND PERFORMANCE CONTRACT
THIS AGREEMENT is made and entered into as of July 2, 2018.
BY AND BETWEEN:
NO FOOD IN THE LIBRARY
- and -
A-LIVE ENTERTAINMENT & EVENTS, LLC.
BACKGROUND
(A) This contract (the “Agreement”) is made on this day of July 2, 2018 between A-Live
Entertainment & Events, LLC. (the “Operator”) and No Food in The Library (the “Band”) for
hiring of the Band as independent contractors to perform (the “Show”) for Operator at The Funky
Duck (the “Venue”), located at 1612 Stratton Street, Los Angeles, California.
(B) THEREFORE, in consideration of the promises described herein, it is agreed upon and
understood as follows:
I. PLACE, TIME, AND DATE OF SHOW
(A) The parties hereby agree that the time and place of Show will be Venue, located at the address
1612 Stratton Street, Los Angeles, California, on the 21st day of August 2018 at 8:00 P.M. PST
(Pacific Standard Time).
II. DESCRIPTION OF SHOW
(A) Show will be a live musical performance with musical content selected and performed by the
Band.
EXHIBIT C
55
(B) Show will last for a minimum of sixty (60) minutes.
III. PAYMENT
(A) Compensation for the completion of the Show in adherence to the terms and conditions of this
agreement will be four thousand ($4,000.00) US Dollars, payable by August 21, 2018 (together
being the “Fee”).
(B) A fifty (50%) deposit of the Fee shall be due to the Band upon signing of this agreement.
(1) If a fifty (50%) percent deposit of the Fee is not tendered upon signing of this
agreement, no further obligation for either party shall be due.
(2) If the Operator wishes to tender the fifty (50%) percent deposit at any later time, the
deposit shall accrue interest at five (5%) percent per day until said payment is tendered
to the Band.
(a) Said deposit shall not be accepted any later than July 31, 2018 unless expressly
agreed upon in writing by both the Operator and the Band.
(b) In the event that the Operator tenders the deposit at a later date, the final
payment of the Fee described herein of two-thousand ($2,000.00) US Dollars
shall still be effectively owed to the Band, and said final payment of the Fee
shall not decrease in connection to a higher deposit tendered by the Operator.
(C) The remaining fifty (50%) percent of the Fee is due immediately preceding the Band’s Show.
IV. CANCELLATION
(A) If full payment (“Fee”) is not tendered immediately preceding the Band’s Show:
(1) the Show may be cancelled by the Band, and
(2) the Operator waives any claim for damages.
(B) The Operator may cancel the Show no later than two (2) days before the date of the Show.
EXHIBIT C
56
(1) If the Operator cancels the Show, the 50% deposit of Fee is non-refundable, and
(2) the Operator will not be obligated to tender the remaining 50% of Fee to the Band.
(C) If the Operator cancels the Show within two (2) days before the Show, then the Operator will
pay Band’s Fee in full.
(D) The Band may cancel the Show at any time prior to the commencement of ticket sales by
Operator and will refund Fee in its entirety to the Operator.
V. FORCE MAJEURE
(A) In the event the Show cannot be reasonably put on because of unpredictable occurrences
including, but not limited to:
(1) acts of nature,
(2) acts of government,
(3) or serious illness/disability of Band or any of its members,
the 50% deposit of the Fee remains non-refundable, but no other portion of the Fee is due to the
Band.
(B) In the event the Show cannot be reasonably put on due to any of the aforementioned
occurrences, the parties may negotiate a substitute Show pursuant the same terms as this
agreement, excluding the date and time of the Show, with no further deposit of the Fee due.
(D) In the event that a substitute Show on the same terms as this agreement is agreed upon, a new
agreement reflecting such will be signed by the parties.
(E) No further damages may be sought for failure to perform due to force majeure.
VI. BAND GUEST TICKETS
(A) Operator will make available to Band fifteen (15) complimentary tickets to the Show for the
Band to use at Band’s sole discretion.
EXHIBIT C
57
VII. FOOD AND DRINK
(A) The Operator will provide Band with the following items in no later than two (2) hours before
the show:
(1) two (2) large thin-crust pepperoni pizzas,
(2) twenty (20) chicken nuggets from McDonald’s,
(3) one (1) large fruit platter including, but not limited to pineapples, blueberries, and kiwis,
(4) ten (10) bottles of Fiji water,
VIII. PARKING
(A) The Operator will secure adequate parking for three medium-sized vehicles belonging to the
Band and their two personal manager, at a reasonably convenient distance to the Venue, for a
minimum period of two (2) hours before the show and lasting two (2) hours after the show.
(B) The Operator shall not be liable for any damages or property stolen from any of the vehicles
mentioned herein.
IX. SOUND SYSTEMS CHECK
(A) A sound check conducted by the Band of the Venue’s sound system is required, at a time no
sooner than one (1) week before the show and no later than four (4) hours before the show, which
shall be mutually arranged between the Band and the Operator.
X. SECURITY, HEALTH, AND SAFETY
(A) The Operator warrants that Venue will be of sufficient size and capacity to safely conduct the
Show.
(B) The Operator warrants that the Venue is of stable construction and compliant with local and
state ordinances.
(C) The Operator warrants that the Venue will employ adequate security personnel and measures.
EXHIBIT C
58
(D) The Operator warrants that the Venue will employ at least one emergency medical personnel
within the Venue, and will abide by standard emergency response procedures in the event of an
emergency.
(E) The Operator maintains sufficient personal injury and property insurance for the Venue
sufficient to cover foreseeable claims.
XI. INDEMNIFICATION
(A) The Operator indemnifies and holds the Band harmless for any claims of property damage or
bodily injury caused by Show attendees.
XII. DISPUTE RESOLUTION
(A) All disputes arising in connection with the interpretation of this agreement shall be settled by
alternative dispute resolution, which shall be conducted by the American Arbitration Association.
XIII. RIDERS
(A) Nothing in this Agreement shall prevent any rider from being added to the agreement that is
favorable to the Band, as judged by the Band.
(B) All riders shall be in writing and signed by the party against whom enforcement is sought.
XIV. GENERAL PROVISION
(A) The law governing the terms, provisions, or conditions of this agreement, and any action, issue,
or proceeding based on or relating to, shall be the law of the State of California.
(B) If any portion of this agreement is in conflict with any applicable law, such portion will
become inoperative, but all other portions of the agreement will remain in force.
EXHIBIT C
59
IN WITNESS WHEREOF, the parties hereto have properly executed this agreement as of the day
and year first written above.
SIGNED, SEALED AND DELIVERED in the presence of:
______________________
Frank Lewison, Band’s Representative
______________________
Alex Kline, Operator’s Representative
EXHIBIT D
60