XX. Suspend our obligations to you hereunder for the duration of such event; and/or
yy. terminate the Term by notice to you given at any time (whether or not during a period of suspension based on such event or based upon any other event), and thereby be relieved of all liability other than any obligations hereunder to pay royalties in respect of masters delivered to us prior to such termination. In the event of any such termination all of your obligations that would remain in effect after the natural expiration of the Term (including, without limitation, your obligation to indemnify us and the re-recording restriction contained herein) shall remain in full force and effect as if the Term had expired naturally as of the date of such termination.
v. Notwithstanding anything to the contrary contained in this Agreement, in the event of any breach of this Agreement by us which has not been cured as provided herein, your only remedy shall be an action at law for damages, and in no event shall you be entitled to seek equitable or other injunctive relief and in no event will you be entitled to terminate the Term or our rights under this Agreement.
h. Force Majeure. Neither Party shall be liable for any failure of performance of such Party’s obligations hereunder if such performance is delayed or prevented due to labor disturbances, accidents, fires, floods, telecommunications or internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond either Party’s reasonable control.
i. Notices: All notices to be given by either Party shall be in writing and shall be delivered by hand or by United States certified mail, postage prepaid, return receipt requested, to the address of each Party as first set forth above until notice of a new address shall be duly given.
j. Entire Agreement: This Agreement is the entire agreement between you and us with respect to the subject matter hereof. No modification, amendment, waiver, termination or discharge of this Agreement will be binding upon us unless confirmed in writing and signed by us. Paragraph headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. If any provision of this Agreement is judged by a court of competent jurisdiction as void, invalid, unenforceable or inoperative, this decision will not affect any other provision of this Agreement and the remainder of this Agreement will continue to be in full force and effect as though the void, invalid, unenforceable or inoperative provision was not contained herein at all. It is explicitly acknowledged and understood that this is a negotiated instrument with input from you and us and that neither you nor we are deemed the drafter for purposes of the construction or interpretation of this Agreement. Each Party may sign this Agreement in counterparts, with each counterpart being equally valid.
k. Governing Law: This Agreement is governed by the laws of the State of New York (without regard to its choice of law rules) applicable to contracts signed or otherwise entered into and to be wholly performed in the State of New York, and are binding upon and inure to your and our benefit. The courts within the County of New York only will have jurisdiction of any controversies regarding this Agreement. Any process in any action or proceeding commenced in the courts of the County of New York arising out of any claim, dispute or disagreement, may, among other methods, be served upon you by delivering or mailing the claim, dispute or disagreement, by registered or certified mail, addressed to you at the address set forth above or other address that you may notify us of as set forth herein. Any delivery or mail service of any claim, dispute or disagreement will be deemed to have the same force and effect as personal service within the State of New York. The Party that wins in any action or proceeding will be entitled to get its reasonable attorneys’ fees, costs and expenses reimbursed from the Party that loses.
Additional Promotion Terms
a. You hereby warrant, represent and agree that:
1. To help ensure a reasonable chance of commercial viability and success for each individual album release you agree to contribute the amount of USD$1,500 (one thousand five hundred dollars, US) for college and specialty radio promotion in the U.S. marketplace. This amount is non-recoverable by you and is considered a cost of doing business.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date set forth above.
AGREED AND ACCEPTED: Very Truly Yours,
[COMPANY NAME]
By: _____________________________
Print Name: ______________________
Date of Birth: ____________________ By: ____________________________
Soc. Sec. #: _____________________ An Authorized Signatory