Rights and services agreement for 360 music deal PDF

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RIGHTS AND SERVICES AGREEMENT BETWEEN TABLE 18, LLC AND JEDIAH JARVAIS THIS AGREEMENT (“Agreement”) is made and entered into at Worcester, Massachusetts, as of ______________, 2006, by and between Jediah Jarvais (“Jediah”), and Jediah Band, LLC (“Company”), a Massachusetts limited liability company formed to develop, produce, promote and exploit music and entertainment content of Jediah and the Jediah Band, a group of musical artists, consisting of Jediah, _______________, ____________________________, and ________________________ (“Jediah Band”), throughout the universe, with respect to Jediah’s services and rights in connection with the mutual development, production, performance, sale and exploitation of music (the “Music”) and entertainment content, associated ancillary merchandise (“Merchandise”); and further associated areas of exploitation and ancillary rights including, but not limited to, live-action and animated motion pictures, live-action and animated television productions, video, publishing revenues, CDs, DVDs, CD-ROMs (and other digital media), electronic games, trademark licensing, facilities licensing and endorsements (“Ancillary Activities”). Reference is hereby made to a certain “Contribution Agreement” by and between the Parties (defined below) and dated as of ______________________ (“Contribution Agreement”), whereby the Parties all contributed certain property to the Company, including but not limited to certain intellectual property (“Contributed Property”), all as more particularly described in the Contribution Agreement, a true and accurate copy of which is attached hereto as Exhibit “A”. All of the Contributed Property, plus all grant of rights (“Rights”) and services hereunder and the results and proceeds thereof, including, but not limited to Music, Merchandise, and Ancillary Activities, now existing or hereafter acquired, shall be collectively referred to hereunder as “Company Property”. The services of Jediah are being furnished to Company by Jediah, and the rights granted herein are granted from Jediah to Company. Consequently, all services and obligations to be performed hereunder by Jediah shall be deemed to be performed by Jediah at the direction of Company, and all compensation and other payments for the performance of such services and obligations shall be paid by Company to Jediah. The Company, Jediah, and Jediah Band are from time to time collectively referred to herein as the “Parties”. Jediah and Jediah Band are from time to time collectively referred to herein as the “Jediah Parties”. In consideration of the mutual covenants and conditions herein contained, the Parties hereto agree as follows: 1. Exclusive Services. Company hereby engages and retains Jediah, individually and in his capacity as a member of Jediah Band to render Jediah’s and Jediah Band’s exclusive full time services as musical artists to Company and/or its divisions, subsidiaries or affiliates in accordance with the reasonable directions and instructions of Company’s manager (“Manager”) or officers,as the case may be. Any exceptions to the requirement of exclusivity shall be within the sole and absolute discretion of the Company, and shall be set forth in a writing signed by the Company.

2. Trademarks. Likeness. The trademarks “Jediah” and “Jediah Band” shall be registered with the United States Patent and Trademark Office in connection with the use thereof in all areas of the entertainment industry, including, without limitation, in connection with the recording and sale of phonograph records, the establishment of fan clubs, the rendition of concerts and live performances, and the sale of clothing and other merchandise, in the name of Company at Company’s expense and Jediah and Jediah Band shall license such trademarks for all lawful purposes as provided herein to Company exclusively and in perpetuity, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Company, Jediah, and Jediah Band agree to execute such documents as are reasonably necessary to effect such registration, grant of license and exploitation. The Jediah Parties hereby appoint Company as their attorney-in-fact, coupled with an interest, for the purpose of applying for and obtaining such registration. During the Term (defined below) of this Agreement and for as long as Company shall be entitled to sell Records (defined below) derived from Masters (defined below) produced under this Agreement or in connection with the exploitation of any of the Contributed Property during the Term, the Jediah Parties hereby license to Company the right, and to license others the right, to use their name, likeness, voice, biographical material or other identification for use in association with any promotion, marketing or advertising, in any medium now known and existing or that is created in the future, of the sale of Records (defined below) pursuant to this Agreement. Further, the Jediah Parties will not license or consent to the use of either Jediah's or Jediah Band’s name, likeness, voice, biographical material or other identification, for or in connection with the recording or exploitation of Records under this Agreement by or for anyone other than Company. 3. Service Term. Term. The term of the Jediah Parties’ engagement shall be for a period of three (3) years, commencing upon the delivery to Company of a fully-executed copy of this Agreement (in form and substance acceptable to Company) (“Service Term”). The Jediah Parties hereby irrevocably grant to Company the option to extend the Service Term upon the same terms and conditions for an additional three (3) years from the date hereof, which shall be exercised by the Company automatically, unless Company gives written notice to the Jediah Parties within thirty (30) days prior to the date the Agreement would otherwise expire, that Company does not wish to extend the Agreement. The Company shall have the right to exploit the Company Property in all media in perpetuity (“Term”) throughout the universe. 4. Short Form Assignment of Rights. The Jediah Parties shall fully execute and deliver to Company, in form and substance satisfactory to Company, (a.) the Short Form Assignment of Rights, attached hereto as Exhibit “B,” and incorporated herein by this reference, and (b.) the standard Company Confidentiality Agreement, attached hereto as Exhibit “C” and incorporated herein by this reference. 5. Records. The Jediah Parties shall render exclusive services (“Services”) to Company as reasonably required by Company including, without limitation (a.) assisting in the creation, development and production of Company Property, which shall include, but shall not be limited to the production of no less than two (2) long playing phonograph records (not including “live” recorded albums, or the album with the working title “Flight,” or other compilation type albums) consisting of original song compositions by Jediah (“Compositions”) not previously recorded by any of the Jediah Parties (“Records”) and the recording of such Compositions in the form of master recordings (“Masters”), subject to the Recording Requirements (defined below) as specified herein; (b.) musical performances with Jediah and/or the Jediah Band, including, but not limited to a local, regional, national, or worldwide appearances or tours for commercial or promotional purposes; (c.)to assist the Company in the production of videos for commercial and/or promotional purposes, including, but not

limited to any commercial sale or other exploitation by Company of so-called long form videos; (d.) working with the Company spokesperson for the proposed publicity, marketing, and advertising campaign associated with exploitation of the Company Property; and (d.) as otherwise reasonably required and/or instructed by Company. The Parties hereto understand and agree that the Jediah Parties’ vision with respect to the style, form, development and execution of the Company Property shall be incorporated into all aspects of the Company Property and any derivative uses provided herein. Notwithstanding the foregoing, having consulted with the Company, or the Company’s Manager or officers, the Company’s determination in its sole discretion in all areas related to the Company Property shall be binding. Jediah, both individually and as a member of the Jediah Band, hereby accepts such engagement, and agree to perform Services on behalf of the Company hereunder diligently and to the best of Jediah’s ability. The results and proceeds of the Services of the Jediah Parties hereunder shall be deemed a “work-for-hire” specially ordered or commissioned by the Company, as set forth further hereinbelow. The production of the Records and Masters shall be subject to “Recording Requirements” as set forth as follows: (i) During the Service Term, the Masters shall be recorded in a Company approved recording studio, at times to be mutually agreed uponbetween the Jediah Parties and the Company. Company shall have the right and opportunity to have a representative attend each recording session. Company and Jediah shall jointly select the Compositions to be recorded and each Master shall be subject to Company's approval as technically and commercially satisfactory for the manufacture and sale of Records. All Masters shall be produced by producers mutually approved by Jediah and the Company. Each Record shall comprise no less than ten (10) nor more than twelve (12) Masters. Upon Company's request, Artist shall rerecord any Composition recorded hereunder until a recording which in Company's sole judgment is satisfactory for the manufacture and sale of Records shall have been obtained. Should Jediah fail to appear at any recording session of which Jediah has been given reasonable notice, for any reason, unless Jediah gives forty-eight (48) hours notice to Company of an inability to appear as scheduled, Company shall have the right to charge any of its out-of pocket expenses in respect of such session against Jediah's contingent compensation hereunder, if and when earned. (ii) No recording sessions shall be commenced hereunder nor shall any commitments be made or costs incurred in connection therewith unless and until a proposed budget for the Masters is approved by the Company. Company shall have final decision on all money to be spent on all recording costs ("Recording Costs"). Company shall pay the Recording Costs of the Masters recorded at recording sessions conducted pursuant to this Agreement in any amount not in excess of the recording budget. iii) All Recording Costs paid or payable by Company under this Agreement shall be an expense under this Agreement. Recording Costs incurred by Company in respect of Masters in excess of the recording budget theretofore approved by Company, shall be an expense under this Agreement. The Jediah Parties shall not incur any Recording Costs, not previously approved by Company in the recording budget, without Company's written approval, and the failure to act accordingly shall be deemed a material breach of this Agreement. iv) The Jediah Parties represent they will cooperate with publicity and promotional efforts of the Company to support sales of the Record(s) by appearing from time to time as requested by Company. If travel is required outside of Worcester County, Massachusetts, then Company shall pay for the costs of transportation and such costs shall be considered expenses under this Agreement. (v) Company agrees to consult with Jediah in connection with the preparation of artworkfor each Record. Company shall be the owner of the copyright in all artwork incorporated into the

packaging ofthe Records released pursuant to this Agreement as a work made for hire. All costs of preparation of such artwork or paid by Company for preparation and rights to artwork shall be an expense as set forth in this Agreement. (vi) All Compositions or material recorded pursuant to this Agreement, which are written or composed, in whole or in part, or owned or controlled directly or indirectly by Jediah or Jediah bandor any producer of Masters subject thereto (herein "Controlled Compositions"), shall be and are hereby perpetually licensed to Company. Jediah agrees not to record any Controlled Composition or other song recorded pursuant to this Agreement without Company's prior written consent, for the later of i) five (5) years subsequent to the date of release by Company of any Controlled Composition or song recorded hereunder; or ii) two (2) years subsequent to the expiration or other termination of the Term of this Agreement. (vii) All songs recorded during the Service Term shall be recorded by Jediah on Company's behalf and all Records made therefrom, together with the performances embodied therein, shall, from the inception of their creation, be entirely the property of Company in perpetuity, throughout the universe (for the Term), free of any claim whatsoever by Jediah or by any persons deriving any rights or interests from Jediah. For the purposes hereof, all such Masters shall be works made for hire under the United States Copyright Law. In the event such works are deemed not to be works made for hire, then pursuant to this Agreement, the Jediah Parties hereby transfer all of their right, title and interest to the copyrights in the Masters to Company. The Jediah Parties agree to execute any documents to fullfill the transfer of copyright to the Masters upon request by Company. Company shall have the right to secure registration of the sound recording copyright in and to the Masters in Company's name as the owner and author thereof and to secure any and all renewals of such copyright. Nevertheless, the Jediah Parties shall, upon our request, execute and deliver to us any assignments of copyright (including renewals and extensions thereof) in and to such Master recordings as the Company may deem necessary. Company (and its Licensees) shall have the sole and exclusive right to use the Masters throughout the universe or any part thereof in any manner it sees fit, including, without limitation, the sole and exclusive right throughout the universe for the Term. 6. Non-Compete. Neither Jediah or Jediah Band shall during the Term of this Agreement perform music services for any person, firm or corporation or engage in any activity which would interfere with the performance of the Services of the Jediah Parties hereunder, or become financially interested in any other activity in the music industry and/or the production, distribution or exhibition of music or music performance anywhere in the world, unless otherwise consented to in writing by the Company. 7. Compensation. Equity Interest in Company and Profits. In consideration of and as compensation for the Rights granted and/or licensed and the Services agreed to be performed hereunder, Jediah shall be entitled to receive the following: a. With respect to the Company Property, as further set forth hereinabove, and all Services hereunder, Jediah shall be entitled to an ownership interest and profit distribution in the Company in the amount and subject to the terms and conditions set forth in the operating agreement of the Company, as may be amended from time to time (“Operating Agreement”). b. With respect to Jediah’s Services in connection with the creation and development of

Company Property, without limitation, Jediah’s creative, development, and marketing and promotional services in all areas of production of Company Property, Jediah shall be entitled to an equitable salary amount payable on a monthly basis through the Service Term. Such salary amount shall be subject to the salary cap restrictions of all employees of the Company, which shall not exceed a combined salary of all Company employees in the amount of $60,000 per month (“Salary Cap”). The salaries of Company employees shall be determined in the discretion of the Manager, or the officers of the Company, based on the revenues and expenses of the Company, and shall be reviewed no less than every six months by the Manager. The Salary Cap shall be reviewed on an annual basis by the Manager, and may be amended in the discretion of the Manager, or the Officers of the Company. c. Statements as to profit participations of the Company shall be sent by Company to Jediah on a quarterly basis. Jediah shall be deemed to have consented to all such statements and all other accountings rendered by Company and each such statement or other accounting shall be conclusive, final, and binding, shall constitute an account state, and shall not be subject to any objection for any reason whatsoever unless specific objection in writing, stating the basis thereof, is given by Jediah to Company within two (2) years after the date rendered. Company shall maintain books of account concerning the sale of Records hereunder. Jediah, or a certified public accountant, in Jediah's behalf, may, at Jediah's sole expense, examine the Company books relating to the sale of Records hereunder solely for the purpose of verifying the accuracy thereof, only during our normal business hours and upon reasonable written notice. Company's books relating to any particular statement may be examined as aforesaid only within two (2) years after the date rendered and Company shall have no obligation to permit Jediah to so examine our such books relating to any particular statement more than twice. 8. Business Expenses. During the Service Term, unless earlier terminated below, Company shall reimburse Jediah for approved and reasonable business expenses on an accountable basis, and on a regular basis in accordance with its policy regarding the reimbursement of such expenses. 9. Benefit Plans. During the Service Term, unless earlier terminated below, subject to the terms of such plans, Jediah shall be entitled to participate in all current or future group plans (such as life, medical, dental, disability and other insurance plans) maintained by Company, if any. The establishment of any such plans shall be in the discretion of the Manager, and the Company shall be under no obligation to establish such plans.

10. Deductions. Jediah agrees that the Company may deduct and withhold from Jediah’s compensation hereunder the amounts required to be deducted and withheld under the provisions of the federal and state tax laws, any and all amendments thereto, and other statutes heretofore or hereafter enacted requiring the withholding of compensation. 11. Key-Man Life Insurance. At its sole election and at its sole cost and expense, Company shall be entitled during the Service Term to obtain life insurance on Jediah’s life with Company as the sole beneficiary thereof. Jediah shall fully cooperate in connection with the obtaining of same and shall submit at a time and place satisfactory to Company to a physical examination and complete any and all documents necessary or desirable in respect thereof. Jediah hereby acknowledges that neither Jediah or Jediah’s estate shall have any right to claim the benefits of any such policy obtained by Company. 12. Disability. In the event that Jediah is unable to perform the Services required of Company hereunder as a result of a physical or mental disability and such disability shall continue for a period of sixty (60) or more consecutive days or an aggregate of three (3) or more months during any consecutive twelve (12) month period during the Service Term, subject to applicable federal and state law, Company shall have the right, at its option, to terminate Jediah’s engagement hereunder, and Company shall only be obligated to pay Jediah the specified salary and fees and any additional compensation (including, without limitation, any contingent compensation and expense reimbursement for expenses incurred prior to Jediah’s termination) earned by Jediah prior to the termination of Jediah’s employment. In the event of termination, Jediah’s equity interest and profit participation in the Company shall be subject to the terms and conditions of the Operating Agreement. 13. Disability Paid by Insurance. Whenever compensation is payable to Jediah hereunder during or with respect to a time when Jediah is partially or totally disabled and such disability (except for the provisions hereof) would entitle Jediah to disability income or to salary continuation payments fr...