WHEREAS, the parties to this Agreement desire to perform as a band for the purpose of recording their music for publication and performing before live audiences at various venues.
WHEREAS, the parties to this Agreement desire to form a partnership between themselves for the purpose of forming a band (“Band”).
IN CONSIDERATION of the mutual covenants and promises, the parties to this Agreement, each intending to be legally bound, covenant and agree as follows:
1. Band Members
1.1 The Members of the Band shall comprise the following (“Band Members”):
Each member of the Band shall be a party to this Agreement in their personal capacity and in respect of their own personal interests. The Band Members shall be collectively referred to as “Parties” and individually as a “Party”.
1.2 For each Member of the Band, the band equity (“Band Equity”), Share of profits from all sources except Song Income after paying for all expenses incurred by the Band solely for the activities of the Band (“Profit Share”) shall be as stated in the table in Clause
2. The Partnership
2.1 The Parties hereby agree to form a general partnership between themselves of the basis of the Band Equity allocated to each Member as set out in the table in Clause 1.1 (“Partnership”). The Partnership and the Band shall be referred to collectively as the “ Band Partnership”.
2.2 The Band Partnership shall be effective from [Insert.Date] [“Effective Date”] and shall continue until such time that one or more of events set out in Clause 16 occurs.
2.3 The Band’s principal place of business shall be [Insert.Address].
2.4 The Band Members shall make the following capital contribution to the Band Partnership at the Effective Date (“Capital Contribution”):
[Member.FirstName Member.LastName 1] [$Insert.Amount 1]
[Member.FirstName Member.LastName 2] [$Insert.Amount 2]
[Member.FirstName Member.LastName 3] [$Insert.Amount 3]
[Member.FirstName Member.LastName 4] [$Insert.Amount 4]
2.5 If any of the Capital Contribution of a Band Member is made in kind, a full and detailed inventory shall be taken and the assets being contributed shall be valued by a suitably qualified person.
2.6 Aside from the Band Partnership, the Band Members are independent parties representing their own respective interests.
3. Band Name and Logo
3.1 The Band Members hereby agree that the Band Partnership shall operate under the name of [Enter. Name] (“Band Name”). The Band Members note that they have made reasonable enquiries and taken reasonable steps to ensure that no other musical group is using the Band Name.
3.2 The Band Members hereby agree that the logo for the Band Partnership shall be as follows (“Band Logo”):
3.3 The Band Members agree that the Band Name, the Band Logo and other trademarks made in connection with the work and branding of the Band shall be common property of the Band.
3.4 In any cases where Band Property should be registered as trademarks, these registrations shall be registered in the name of the Band as a legal entity and steps should be taken to register all the intellectual property, copyrights and service marks in the name of the Band, where it is required.
4. Band Property
4.1 The Band Members hereby agree that the following shall constitute the exclusive property of the Band (“Band Property”): a) the Band Name; b) the Band Logo; c) any intellectual property arising from any material relating to the Band, except the Songs, and any copyrights, trademarks and service marks; d) all the creative output of the Band that will be created pursuant to Clause 5, except the publication rights to songs composed for the Band by Band Members.
4.1 The Band Members shall not have a direct ownership interest in the Band Property but shall have a Band Equity therein through the Band in the proportions set out in Clause 1.1.
4.3 None of the Band Members, whether current, former or future, shall have any right or entitlement to use any Band Property for any purpose which is not directly a Band Activity.
5. Band Activities and Member Contributions
5.1 The Band Members agree that the principal activities of the Band shall be the following or such other activities as the Band Members may agree mutually between themselves from time to time (“Band Activities”):
· Composing songs for use by the Band (“Songs”);
· Making sound and video recordings to create albums, singles, music videos and any other channel disseminate the creative products of the Band. Each Member commits to spending a minimum of [Insert.Number] weeks per year in recording studios for recording purposes;
· Engage in live stage shows at various venues. Each Member commits to making a minimum of [Insert.Number] live shows per year if bookings are available on the Band’s normal terms; and
· merchandising products and services relating to the activities of the band and which are consistent with its image and reputation.
· [Activity 1]
· [Activity 2]
· [Activity 3]
5.2 The Band Members agree that they shall each of them to the best of their ability contribute as required to the activities of the Band if such activities have been approved by Band Members as required by the terms of this Agreement.
6. Songs and Publication Rights and Income
6.1 All Songs shall be the subject of the Band for first time publishing if: a) the Songs were written specifically for the Band; and b) the Songs were composed or co-composed by at least one Band Member.
6.2 The Band Members irrevocably agree that they shall assign all ownership interest in each of the Songs that meet all the conditions referenced in Clause 6.1 and to execute all necessary documents.
6.3 All income from the Songs shall be distributed as follows:
(a) All non-publishing income from the Songs shall be distributed in proportion to the Income of each Band Member referenced in Clause 1.1;
(b) All publishing income and any royalties from the Songs (“Publishing Income”) shall be distributed between the Band Members who contributed to the composition of the Songs in proportions that they agree between themselves except that 10% of all such income must be paid to the Band to cover any associated costs.
6.4 If any Band Member leaves the Band (“Exiting Band Member”) for any reason, all the non-publishing income from the Songs shall remain vested in the Band Partnership and the Exiting Band Member shall no longer be entitled to receive any share of the non-publishing income from the Songs. The Exiting Band Member shall be entitled to retain his/her share of the Publishing Income from the Songs he/she has composed or co-composed on or before the exit date except that the Exiting Band Member shall continue to pay 10% of such income to the Band Partnership to cover related costs.
6.5 The Band Members agree that at no time shall the Band Partnership or non-contributing Band Members to the composition of the Songs be required to pay any payments or royalties to any Band Member for the use by the Band of any of the Songs.
7. Band Partnership Business
7.1 The business of the Band and the Band Partnership shall be run by the Band Members. To assist in the running of the business, the Band Partnership may retain the services of suitably qualified professionals, agents and managers. The Band Partnership may also employ suitable persons on a part-time or full-time basis as required.
7.2 All Band Members shall have the right to participate in the management of the Band Partnership’s business. If they consider it appropriate, the Band members may mutually agree between themselves to appoint one of themselves to be the Managing Partner.
8. Non-Band Activities
8.1 The Band Members shall be at liberty to pursue projects outside the Band Partnership, including other music related projects such as solo albums, provided always that: a) Band Members give priority to Band Activities at all times; b) the Non Band Activities do not in any way hinder or delay and Band Activities; and c) the Non Band Activities do not in any way compete with any of the Band Activities, including the composition of new Songs for the Band Partnership.
8.2 None of the Band Partnership or the Band Members shall be entitled to any share of the Non-Band Activity of a Band Member.
9. Warranties and Undertakings
Each of the Band Members warrant and undertake to each other that: a) they are free to enter into this Agreement without breaching the rights of any third party; b) they are not subject to any restrictions, whether legal or contractual, which would affect their performance of this Agreement or any duties and obligations arising from it; c) there is no past event or criminal conduct that would affect the reputation of the Band or which may hinder or prevent the Band from undertaking the Band Activities; d) they will not sell, lease, or encumber their Band Equity, Song Income or Profit Share or any other interest in the Band without the prior written consent of the other Band Members; and e) they will refrain from doing anything that could affect the ability of the Band to under the Band Activities.
10. Meetings and Voting
10.1 The Band Members shall hold a meeting of the Band Partnership at not less than less than [Insert.Number] monthly intervals (“Partnership Meetings”).
10.2 Band Partnership Meetings can be convened by any [Insert.Number] Band Members by issuing a notice of not less than [Insert. Number] days requiring a meeting.
10.3 The required quorum for a valid Band Partnership Meeting shall be [Insert.Number] Band Members meeting in person or via audio-visual means such as Zoom or Skype.
10.4 The following matters shall require the prior approval of the Band Members:
11. Profit and Loss
11.1 The finances of the Band Partnership shall be recorded on a cash basis and the Profit and Loss Statement and Balance Sheet of the Band Partnership shall be drawn up on a bi-annual basis. All financial records of the Band Partnership shall be maintained and kept at its place of business. All current Band Members shall have the right to inspect all the financial records of the Band Partnership at any time during normal business hours.
11.2 Unless agreed otherwise in writing, the Band Members shall share the profits and losses of the Band Partnership in proportion to their Band Equity.
11.3 For the purposes of this Agreement, ‘Net Profits and Losses’ for any period of time shall be defined as the balance remaining of all revenues of the Band Partnership from all the Band Activities and any other income after paying for all the expenses incurred by the Band Partnership, including any benefit to be paid to the Managing Partner.
11.4 If there is a loss, the losses shall be attributed to the Band Members in proportion to their Band Equity. Where necessary, the Band Members may need to make a Capital Contribution to cover the loss incurred by the Band Partnership.
11.5 If there is a profit, the profits shall be distributed to Band Members in proportion to their Band Equity provided always that [Insert.Number %] shall be retained as a reserve of the Band Partnership for future capital expenditure and to meet unexpected expenditure requirements.
12. Band Bank Account
12.1 A bank account shall be established for the Band Partnership at a tier 1 national bank. All Band Members shall be signatories of the bank account. All withdrawals and payments from the bank account shall require the signature of at least 2 Band Members.
12.2 Any withdrawal or payment of more than [Insert.Amount] shall require the signature of all the Band Members. Transactions which require multiple withdrawals or payments to complete shall be considered to be a single aggregate transaction.
12.3 All income of the Band Partnership shall be paid into the bank account without exception. With the exception of minor expenses of less than [$Insert.Amount] all expenses of the Band Partnership shall be paid out of the bank account without exception.
13. Exit of a Band Member
13.1 Any Band Member wanting to leave the Band and exit the Band Partnership must give the Band a written notice of not less than [Insert.Number] days.
13.2 If the remaining Band Members have resolved to terminate the Membership of any Band Member, the remaining Band Members must give a written notice of not less than [Insert.Number] days.
13.3 Any Exiting Band Member may only participate in Band Activities during the notice period referenced in Clause 12.1 and Clause 12.2 with the consent of the other Band Members.
13.4 If a Band Member leaves the Band, whether voluntarily or for cause, the remaining Band Members shall have the right to continue with the Band without the leaving Band Member;
13.5 The Exiting Band Member shall be entitled to withdraw his/her share of all Band Property in proportion to his/her Band Equity less the Exiting Band Member’s share of the Band Partnership’s outstanding debts and borrowings. With the exception of any entitlement to any Publishing Income, the Exiting Band Member shall not be entitled to receive any other income from the Band Partnership or any of the Band Activities, past, present or future.
13.6 The remaining Band Members shall have the right at their absolute discre tion to pay the Exiting Band Member’s share of Band Property in cash or in kind. In either case, the Band Property shall be valued by a suitably qualified independent person.
13.7 Any payment due from the Band Partnership to the Exiting Band Member pursuant to this Clause shall be paid in [Insert.Number] monthly instalments commencing [Insert.Number] days from the exit date of the Exiting Band Member.
14. Expelling A Band Member
A Band Member may only be expelled from the Band if they: a) commits any criminal act which involves a felony charge; b) engages in any alcohol and/or substance abuse that affects the quality of the performance of the Band Member when participating in Band Activities and/or disrupts Band Activities; c) is declared to be a bankrupt by a competent court in any jurisdiction or enters into an arrangement with creditors; d) fails to show up for [Enter.Number] recording sessions; f) fails to show up for a concert; g) is unable to maintain a proper working relationship with the other Band Members or in any becomes abusive towards them; [h) Issue 1, i) Issue 2, j) Issue 3].
15. Adding a Band Member
A new Band Member may be introduced if: a) the new Band Member accepts all the terms and conditions of this Agreement; b) the new Band Member agrees that they shall only be entitled to income from future Band Activities and they shall not be entitled to any income from past Band Activities; c) the new Band Member agrees that they shall not have any Band Equity in the current Band Partnership Assets on future Band Assets; and d) except where the new Band Member is replacing an Exiting Band Member, the existing Band Members agree to reduce the proportion of their Band Equity, Song Income and Profit Share as stated in Clause 1.1.
16. Dissolution of the Band Partnership
This Band Partnership Agreement shall not be deemed to be terminated by the fact that one or more of the original Band Members have left the Band. The Band Partnership shall only be deemed to be terminated or dissolved if: a) all the current Band Members agree in writing to terminate and dissolve the Band Partnership; b) all the current Band Members or the Band Partnership are declared to be Bankrupt or insolvent in any jurisdiction; or c) by operation of law.
17. Events at Dissolution of Band
On dissolution of the Band, the affairs of the Band Partnership shall be settled as follows:
17.1 All income due to the Band Partnership shall be collected and together with any funds in the bank account of the Band shall be used to pay for the following in the order stated: a) repay any borrowings or other amounts due to any financial institutions, including any Band credit cards; b) all outstanding amounts due to suppliers; c) pay for the expenses of the dissolution d) repay any excess contributions made by any of the Band Members; and e) distribute any balance amount to the Band Members in proportion to their Band Equity.
17.2 If any debts of the Band Partnership remain outstanding on completion of the process referenced in Clause 17.1 a) to Clause 17.1 d), such amount of the Band Property shall be sold off as is necessary to pay off the outstanding debt of the Band.
17.3 If the disposal of Band Property referenced on Clause 17.2 is insufficient to repay the outstanding debt of the Band, the Band Members shall be required to make a Capital Contribution to the Band in the amount of the shortfall in funds to settle all the debt of the Band and the contribution required from each Band Member shall in proportion to their respective Band Equity.
17.4 After settlement of all the debts of the Band, the Band Members may elect to sell off the remainder of the Band Property or to distribute it between themselves in kind. In either case, the balance of the Band Property shall be valued by suitably qualified persons. The proceeds of any sale and/or balance Band Property shall be distributed amongst the Band Members as nearly as possible in proportion to their respective Band Equity.
18. Indemnity and Limitation of Liability
Each Band Member agrees to indemnify, defend, and hold the other Band Members harmless from and against all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by the other Band Members as a result of or in connection with: a) any breach of this Agreement by the breaching other Band Members; b) any claim made on the other Band Members by a third party on the basis that a Song breaches the copyright and/or intellectual property rights of the third party, c) any breach of this Agreement; d) any claim on the other Band Members as a result of any negligence, misrepresentation or criminal conduct of the breaching Band Member.
19. Entire Agreement
This Agreement represents the entire arrangement and understanding between the Parties. There are no other conditions, promises, representations or undertakings between the Parties whether oral or written.
The Parties agree that if any provision of this Agreement becomes invalid or unenforceable for any reason: a) the offending provision shall be removed; and b) the remaining provisions of this Agreement shall be unaffected and continue to be valid and enforceable for all purposes.
Any amendment to this Agreement must be mutually consented to by the Parties in writing.
A waiver of a breach of any term of this Agreement or of a default by any Party shall not constitute or be deemed to be a waiver of any other breach or default that may already have occurred, or which may occur. Unless consideration has been received, any such waiver shall not prevent the Party making the waiver from subsequently requiring compliance with the waived obligation or default.
23. Delays, Indulgences and Omissions
A delay or indulgence or omission in exercising any right, power or remedy shall not be construed as a waiver.
Any notice pursuant to this Agreement shall be in writing and may be sent by: (a) regular mail to the other Party at the address stated in this Agreement and shall be effective 2 days from the date of dispatch; or (b) if permitted in the jurisdiction, by email or other means of written/printed/displayed digital means of communication and such notice shall be deemed to be effective 24 hours after dispatch.
The provisions of this Agreement shall be binding on the respective successors and assigns and legal representatives of the Parties.
The Parties agree that they shall each bear their own respective costs for the preparation and negotiation of this Agreement.
27. Force Majeure
The Parties shall not be liable to each other for any loss of damage that may arise out of a delay in the performance or non-performance of their respective obligations pursuant to the terms of this Agreement where the cause of the delay or non-performance is due to causes beyond the control of the Parties, including but limited to pandemic, epidemic, tempest, storm, flood, fire, sabotage, riots, civil unrest, acts and policies of any Federal or State government and/or their Agencies, power grid failure and Acts of God.
28. Applicable Law
This Agreement or any part of it shall be governed by, construed and interpreted in accordance with the laws of the State of [State] and shall be subject to the exclusive jurisdiction of the federal and state courts located in [County], [State].
User Note: If any Band Members are making a capital contribution to the Band Partnership in kind, it is important that the assets being contributed are inventoried in detail and valued by a suitably qualified person. This is particularly important for future tax purposes.
Particular attention should be paid to the composition of songs and how the credit for composing will be allocated and income arising from the songs will be shared. This will avoid any unnecessary misunderstanding at a later date.
Careful attention also needs to be paid on how and why Band Members can be expelled for the Band and with the rights of the Exiting Band Members are.
The User Note is intended for guidance only and does not in any way constitute legal advice and Users should treat it accordingly.