Band Partnership Agreement
This agreement is between
The partners have been operating a business (the "Prior Partnership") under an oral partnership agreement (the "Prior Agreement") as of
The partners wish to enter into a written agreement about the partners' business, which will supersede existing agreements about the partners' business, including the Prior Agreement.
The parties therefore agree as follows:
1. GENERAL PARTNERSHIP.
- (a) Scope of Business. The partners hereby establish a general partnership (the "Partnership") which, in accordance with this agreement, will use and commercially exploit the partners' individual and collective talents, creative services, and personalities, names (both legal and professional), likenesses, and biographical materials, as a performing musical group and recording artist (including audio and audiovisual services) (collectively, the "Services") in all entertainment, amusement, and media industries throughout the world (the "Entertainment Industry"), including recording, touring, motion pictures, television, radio, online media, videos, and audiovisual works, public appearances and performances, advertising, merchandising, literary and dramatic endeavors, publications, and all other similar or related activities in the present and the future.
- (i) Songwriting Excluded. Songwriting services (including songs or music resulting from those) are expressly excluded from this agreement.
(ii) Other Excluded Services and Activities. specifically excludes the following services and activities from the scope of this agreement: A. ; and . B. ; and . C. ; and . D. ; and . E. ; and . F. ; and . G. ; and . H. ; and . I. ; and . J. .
(iii) (ii) Excluded Services and Activities. specifically excludes the following services and activities from the scope of this agreement: A. ; and . B. ; and . C. ; and . D. ; and . E. ; and . F. ; and . G. ; and . H. ; and . I. ; and . J. .
(iv) (iii) (iii) (ii) Excluded Services and Activities. specifically excludes the following services and activities from the scope of this agreement: A. ; and . B. ; and . C. ; and . D. ; and . E. ; and . F. ; and . G. ; and . H. ; and . I. ; and . J. .
(v) (iv) (iv) (iv) (iii) (iii) (iii) (ii) Excluded Services and Activities. specifically excludes the following services and activities from the scope of this agreement: A. ; and . B. ; and . C. ; and . D. ; and . E. ; and . F. ; and . G. ; and . H. ; and . I. ; and . J. .
(vi) (v) (v) (v) (v) (iv) (iv) (iv) (iv) (iv) (iv) (iii) (iii) (iii) (iii) (ii) specifically excludes the following services and activities from the scope of this agreement: A. ; and . B. ; and . C. ; and . D. ; and . E. ; and . F. ; and . G. ; and . H. ; and . I. ; and . J. .
(vii) (vi) (vi) (v) (vi) (v) (v) (vi) (v) (vi) (iv) (v) (iv) (v) (iv) (v) (iv) (v) (iv) (v) (iv) (v) (iii) (iv) (iii) (iv) (iii) (iv) (iii) (iv) (ii) (iii) specifically excludes the following services and activities from the scope of this agreement: A. ; and . B. ; and . C. ; and . D. ; and . E. ; and . F. ; and . G. ; and . H. ; and . I. ; and . J. .
(viii) (vii) (vi) (vii) (vi) (vii) (v) (vi) (vi) (vii) (v) (vi) (v) (vi) (vi) (vii) (v) (vi) (vi) (vii) (iv) (vi) (v) (vi) (iv) (v) (v) (vi) (iv) (v) (v) (vi) (iv) (v) (v) (vi) (iv) (v) (v) (vi) (iv) (v) (v) (vi) (iii) (iv) (iv) (v) (iii) (iv) (iv) (v) (iii) (iv) (iv) (v) (iii) (iv) (iv) (v) (ii) (iii) (iii) (iv) specifically excludes the following services and activities from the scope of this agreement: A. ; and . B. ; and . C. ; and . D. ; and . E. ; and . F. ; and . G. ; and . H. ; and . I. ; and . J. .
(ix) (vii) (viii) (viii) (vi) (vii) (vii) (viii) (vi) (vii) (vii) (viii) (v) (vi) (vi) (vii) (v) (vii) (vii) (viii) (v) (vi) (vi) (vii) (v) (vi) (vi) (vii) (vi) (vii) (vii) (viii) (v) (vi) (vi) (vii) (vi) (vii) (vii) (viii) (iv) (v) (v) (vi) (v) (vi) (vi) (vii) (iv) (v) (v) (vi) (v) (vi) (vi) (vii) (iv) (v) (v) (vi) (v) (vi) (vi) (vii) (iv) (v) (v) (vi) (v) (vi) (vi) (vii) (iv) (v) (v) (vi) (v) (vi) (vi) (vii) (iv) (v) (v) (vi) (v) (vi) (vi) (vii) (iii) (iv) (iv) (v) (iv) (v) (v) (vi) (iii) (iv) (iv) (v) (iv) (v) (v) (vi) (iii) (iv) (iv) (v) (iv) (v) (v) (vi) (iii) (iv) (iv) (v) (iv) (v) (v) (v) (ii) (iii) (iii) (iv) (iii) (iv) (iv) (v) specifically excludes the following services and activities from the scope of this agreement: A. ; and . B. ; and . C. ; and . D. ; and . E. ; and . F. ; and . G. ; and . H. ; and . I. ; and . J. .
- (i) Songwriting Excluded. Songwriting services (including songs or music resulting from those) are expressly excluded from this agreement.
The Partnership will have no interest in the results and proceeds of a partner's excluded services and activities.
- (b) Name of Partnership. The Partnership's name is "
Partnership," and it is organized as a(n) general partnership. The partners will perform as a performing musical group and recording artist under the professional name, trademark, and service mark "Partnership Name" (the name and marks are collectively referred to as the " ").
- (c) Term. This Partnership will continue until terminated in accordance with this agreement.
- (d) Place of Business. The Partnership's principal place of business is
, , , or any other place the Partnership may designate by voting.
2. CAPITAL CONTRIBUTIONS.
- (a) Initial Capital. The Partnership's initial capital will consist of the Services, the Name and Likeness Rights (as defined below), cash contributions, agreements entered into by the Partnership or Prior Partnership with third parties, and the assets set forth in Exhibit A.
- (b) Excluded Personal Property. Each partner owns his or her own personal property free of any Partnership claims, even if that property is used in connection with the Partnership, unless Partnership funds were expended to acquire that property or if the purchase price of the equipment is recoupable from money payable to the Partnership under an agreement to which the Partnership is or becomes a party
. A complete list of excluded personal property is attached as Exhibit B.
- (c) Capital Accounts.
- (i) The managing partner shall maintain capital accounts for the partners in accordance with state and federal regulations.
- (ii) Solely for purposes of valuing the partners' capital accounts, the Partnership assets specified in this section (excluding cash contributions) are deemed to have zero value.
- (d) Additional Contributions. A partner is not required to make additional contributions to Partnership capital. A partner's voluntary contribution to Partnership capital must be authorized by a Partnership vote. Unless otherwise established by a Partnership vote, voluntary contributions will not alter the profit and loss allocations in this agreement.
- (e) Withdrawal. No partner may withdraw Partnership capital unless that withdrawal is authorized by a Partnership vote. A partner's permitted capital withdrawal will reduce his or her capital account by the withdrawal amount.
- (f) Interest. No partner is entitled to interest on his or her Partnership capital share. However, a partner is entitled to his or her share of interest earned by the Partnership with respect to Partnership funds.
- (g) Loans to Partnership. No partner may loan or advance money to the Partnership unless the loan is approved by a Partnership vote. If a partner loans money to the Partnership, the transaction will be recorded separately in the Partnership books as a loan to the Partnership, bear interest at a rate determined by a Partnership vote, and be evidenced by a promissory note delivered to the lending partner and signed in the Partnership's name by at least one nonlending partner.
- (h) Debt. A list of the Partnership's creditors and outstanding debts is attached as Exhibit C.
- (a) Obligations. In addition to the Services, the partners shall perform certain services inherent and customary in the operation and maintenance of a musical-group partnership in the Entertainment Industry. These obligations include rehearsing, recording, performing, touring, merchandising, and promoting the Partnership (through social networking, online marketing, or otherwise), all on an in-person, first-priority basis, for the Partnership's benefit. Each partner acknowledges that he or she has a fiduciary obligation to the Partnership to do what is in the Partnership's best interests.
- (b) Exclusivity.
A partner may perform services like the Services for another party, or as an individual in the Entertainment Industry, if providing those services does not interfere with the partner's ability to fulfill his or her obligations under this agreement. A partner may not perform services like the Services or the obligations set forth in subsection (a) for another party, or as an individual in the Entertainment Industry, without the Partnership's consent.
- (c) Disability. If a partner cannot devote enough time and attention to the Partnership's business to fully perform the Services or the obligations set forth in subsection (a) because of his or her physical or mental illness or incapacity (unless the illness or incapacity is self-induced), that partner will, subject to section 9 below, continue to receive his or her share of the Net Profits for a period of
months weeksfrom the date the disability began. Subject to section 11 below, if the illness or incapacity continues beyond this period, the remaining partners may, by a Partnership vote (excluding the disabled partner), partially reduce or completely eliminate the disabled partner's Net Profits while his or her illness or incapacity continues.
- (d) Grant of Rights. Each partner grants all rights in the results and proceeds of his or her Services to the Partnership, and all rights in his or her name, photograph, likeness, voice, and biographical materials for use in the exploitation of products and services of the Partnership. Each partner shall render the services necessary to enable the Partnership to satisfy its obligations, provide those services to the best of his or her ability and talents, and comply with all reasonable scheduling requirements established by Partnership vote. The Partnership's needs (including scheduling requirements) will take precedence over all other business and personal activities of the partners.
- (e) Restrictions. Each partner affirms that he or she will:
- (i) do nothing that could cause harm to the Partnership or the Partnership's reputation;
- (ii) refrain from activities that could put a partner at risk of being unable to benefit from or perform under this agreement;
- (iii) not make a contribution to the Partnership that is defamatory, illegal, or infringes on third-party rights (e.g., unauthorized sampling and copyright infringement);
- (iv) make contributions that are free of encumbrances, claims, liens, demands, obligations, and third-party interests; and
- (v) refrain from taking any action, including engaging in any excluded activities, that would place the Partnership in breach of a third-party agreement entered into by the Partnership.
4. PARTNERSHIP NAME
- (a) Name and Likeness. The Partnership Name, its logos, designs, and artwork (the "Logos"), and the exclusive rights and interests associated with the Partnership Name, including goodwill ("Goodwill") and the names (legal and professional), likenesses, photos, images, sobriquets, biographical materials and publicity rights of the individual partners, are collectively referred to as the "Name and Likeness Rights." The Partnership will own the Name and Likeness Rights, including branding, endorsement, merchandising, advertising, and sponsorship rights.
- (b) Ownership. The Partnership Name and Logos are
the exclusive property of the Partnership and not owned by an individual partner. Departing partners will have no interest in the Partnership Name and Logos, apart from the limited right to be known as an ex-member of the Partnership. If the Partnership dissolves, no individual partner may use the Partnership Name and Logos. the exclusive property of the Partnership and not owned by an individual partner. However, if , or , or , or cease(s) to be partners of the Partnership, the Partnership may no longer use the Partnership Name and Logos including " " or similar references) in connection with an offering of entertainment services. Departing partners will have no ownership rights in the Partnership Name and Logos. not a Partnership asset, but are rather the sole and exclusive property of and and and . and and and hereby exclusively license s the Partnership Name and Logos to the Partnership to use as necessary to identify and maintain the Partnership while it is as a going concern.
- (c) Use of Partnership Name. Former partners may use the Partnership Name only to describe themselves as former partners of the Partnership for promotional purposes, as is common in the music industry.
5. PROFITS AND LOSSES; DISTRIBUTION OF NET PROFITS.
- (a) The partners will share in the Net Profits (as defined in subsection (c)), losses, rights, and obligations of the Partnership based on their ownership interests as set forth below (the "Percentage Interests"):
|Partner Name||Percentage Interest|
- If a partner bears or satisfies a disproportionate share of Partnership financial obligations, that partner is entitled to reimbursement from the other partners, proportionately out of the sums otherwise distributable to them as partners.
- (b) From time to time, the Partnership shall distribute Net Profits to the partners in cash, but only as authorized by a Partnership vote. The total amount distributed to the partners from Net Profits may not exceed the amount of cash available for distribution, considering the Partnership's reasonable working capital needs as determined by a Partnership vote.
- (c) "Net Profits" means
- (i) all income, sums, advances, royalties, bonuses, payments (except for repayments of loans), dividends, stock bonuses, interests, or money paid to the Partnership or to a partner on behalf of the Partnership because of the Partnership's activities in the Entertainment Industry; less
- (ii) the sum of all Partnership expenses, including management, legal, accounting, and agency fees, salaries, leases, travel and accommodations, office expenditures, shipping costs, marketing, promotion, recording, merchandise, manufacturing, art and web design, vehicles, entertainment costs, and all legitimate Partnership expenses incurred by the Partnership while conducting Partnership business.
- (d) From time to time, a partner may draw against Net Profits credited to his or her account in amounts agreed on by a Partnership vote. Any Net Profits distributed in accordance with this subsection will be less any sums that a partner has previously drawn on account thereof. If it is determined that a partner has drawn out more than his or her share of Net Profits, that partner shall immediately repay the excess to the Partnership.
6. MANAGEMENT AND CONTROL.
- (a) Partnership Vote.
All partners may participate equally in the control, management, and direction of the Partnership and each partner will have one vote. All partners may participate in the control, management, and direction of the Partnership and each partner will have voting authority equivalent to his or her Percentage Interest, as set forth in section 5(a).
Unless otherwise expressly provided in this agreement, matters occurring in the ordinary course of Partnership business and not set forth below will be decided by majority vote of the partners, based on each partner's Percentage Interest. Acts in contravention of this agreement may be authorized only by a unanimous vote of the partners as set forth below.
- A "Majority Vote" means a vote of more than 50% of the Percentage Interests. A "Unanimous Vote" means a vote of 100% of the Percentage Interests.
In matters requiring a Majority Vote, will be entitled to extra voting power, in the amount of votes for every other partner's single vote. If a majority cannot be reached, the decision of will control. If a majority cannot be reached, the Partnership shall designate a third party to make the determination and break the tie. will be the designee for tie breakers.
- (b) Matters Requiring Partnership Vote.
|Expulsion of a partner. (unanimous except for party being expelled)|
|Admission of a new partner.|
|Entry into an agreement that binds the Partnership for more than
|A partner's contribution of additional capital.|
|A partner's receipt of a bonus, goods, or other assets greater than
that received by any other partner.
|Expenditures of more than
|Incurring major obligations, like borrowing or lending money.|
|Sale, lease, or transfer of Partnership property.|
|Entry into an agreement that takes less than one year to complete.|
|Amendment of this agreement.|
|Termination of this agreement.|
|Designation of tax-matters person or managing partner.||Majority|
|Entry into recording agreements.|
|Master-use licensing for audiovisual use.|
|Entry into an agreement with a manager, agent, CPA, lawyer, or crew.|
|Accepting a tour and scheduling of tours.|
|Transfer or encumber Partnership assets, including Name and Likeness Rights.|
|Performing an act that would make it impossible to carry on the Partnership's
|Confessing a judgment, submitting a Partnership claim or liability to arbitration
(except as provided in this agreement), endorsing a note, acting as an
accommodation party, or otherwise becoming a surety in the Partnership's name.
|Assigning, mortgaging, encumbering, transferring, or selling a partner's
|Making contracts or incurring obligations outside of the ordinary course of
|Entry into an agreement through which a third party might gain an interest in a
partner's Percentage Interest.
(c) Managing Partner. By a Majority Vote, the partners shall name a managing partner to exercise powers and perform duties as reasonably requested by the Partnership. The managing partner may be relieved of this role by a Majority Vote.
- (d) Power to Incur Liabilities. Except as authorized by a Partnership vote, no partner may bind the Partnership in the ordinary course of its business by making contracts or incurring obligations in the name or on the credit of the Partnership. A partner who enters contracts or incurs obligations in the name or on the credit of the Partnership in violation of this subsection (d) may be held individually liable by the other partners for the entire amount of the obligation or loss he or she incurs.
- (e) Personal Liability. A partner who enters into a contract or incurs an obligation in the name or on the credit of the Partnership in violation of this agreement shall indemnify the other partners for all losses or expenses incurred because of that contract or obligation.
- (f) Meetings. Any partner may call a meeting of the partners with reasonable notice. Meetings may take place in person, online, or via teleconference.
7. BOOKS AND RECORDS.
- (a) Location. The managing partner shall maintain the Partnership's books and records at its principal place of business located at
, , , and will be available for inspection at reasonable times by a partner (or a partner's designated representative). The Partnership's fiscal year ends on . The Partnership or its accountant shall provide an accounting statement to each partner annually, and timely issue all tax documents.
- (b) Bank Account Signatories. The following partner
smay sign checks and effectuate financial instruments in connection with the Partnership's banking activities and financial matters:
- This authority may be revoked by a Majority Vote.
- (a) Termination Events. This agreement will terminate, and the Partnership will end, on the first to occur of the following events:
- (i) The written agreement of the partners to end the Partnership; or
- (ii) By operation of law, except as otherwise provided in this agreement; or
- (iii) If
or leaves the Partnership, the Partnership will end automatically.
- (b) No Termination on Departure.
Except as provided in subsection (a)(iii) above, N neither this agreement nor the Partnership will terminate if a partner leaves the Partnership. If a partner leaves, the Partnership will remain in full force among the remaining partners.
9. DISTRIBUTION OF ASSETS, INCOME, AND DEBTS AFTER TERMINATION.
- (a) Income and Debts. After the Partnership is dissolved, the managing partner shall collect any income that is owed to the Partnership and use that money first to pay amounts owed to Partnership creditors. If money remains after those debts are paid, remaining amounts will be used to repay money loaned to the Partnership by the partners. If money remains after the Partnership repays the partners, it will be distributed to the partners in accordance with their Percentage Interests.
- (b) Disposition of Assets.
The partners, or an accountant if the partners cannot agree, shall evaluate the Partnership's assets. This property will be distributed in substantially equal shares among the partners. shall sell all property owned or controlled by the Partnership in one or more arms-length transactions. The proceeds of these sales will be distributed to the partners according to their Percentage Interests.
- (c) Royalties; Future Income. If when the Partnership is dissolved the Partnership is entitled to royalties or owns property that is generating income or royalties, the Partnership shall vote either to establish an administrative trust or to designate an individual (for example, an accountant) to collect and distribute the royalties and income to the partners according to their Percentage Interests.
10. ADDITION OF NEW PARTNER.
A new partner may be admitted to the Partnership if:
- (a) the Partnership votes for his or her admission; and
- (b) he or she agrees in writing to be bound by this agreement.
A new partner will have no rights to Partnership assets existing when he or she was admitted to the Partnership ("Existing Property") or to proceeds derived from Existing Property (for example, revenue or royalties generated by recorded compositions, sound recordings, or other materials created before the new partner's admission). Unless expressly agreed by Unanimous Vote, the new partner will have no interest in the Partnership Name, except for the limited right to be known as a member of the Partnership. The new partner's capital contribution and share of the Partnership's Net Profits and losses will be agreed on by a Partnership vote.
11. DISASSOCIATING PARTNERS.
- (a) Disassociation. A partner may become disassociated from the Partnership because of his or her death, disability, or resignation. "Disability" means a partner's:
- (i) commission of a felony;
- (ii) inability to render the Services or fulfill Partnership duties for a continuous period of
weeks for any reason;
- (iii) habitual drug use, if the partner's use adversely affects his or her ability to effectively perform his or her Partnership duties;
- (iv) unexcused absence from
consecutive rehearsals, unless he or she has permission from the Partnership's personal manager or at least other partners;
- (v) failure to perform at a scheduled live public performance, unless the partner provides a physician's note;
- (vi) creation of liability for the Partnership;
- (vii) breach of fiduciary obligations;
- (viii) filing for bankruptcy under the federal bankruptcy code;
- (ix) incompetency, as determined by a court;
- (x) willful breach of a material Partnership obligation;
- (xi) inability to fulfill a material Partnership obligation
; or . ; (xii) ; or . ; (xiii) ; or . ; (xiv) ; or . ; (xv) ; or . (xvi) .
- (b) Disassociated Partner's Percentage Interest. A disassociated partner (or, if that partner is disassociated by death, his executor or personal representative) will receive an amount equal to his or her Percentage Interest in the net value of the Partnership on the date of his or her disassociation (the "Disassociation Date"). The disassociated partner:
- (i) will not be entitled to Partnership earnings received after the Disassociation Date;
- (ii) will retain no interest in the Name and Likeness Rights or any other Partnership assets, including audio or video recordings (the "Recordings");
- (iii) will not be responsible for Partnership liabilities incurred after the Disassociation Date; and
- (iv) will be responsible for his or her pro rata or other agreed share of all damages, debts, and liabilities incurred before the Disassociation Date. The Partnership shall pay the disassociated partner a pro rata or other agreed share of royalties earned from the exploitation of the Recordings embodying his or her performance when those royalties are actually received by the Partnership, less his or her pro rata or other agreed share of expenses. The Partnership may demand full payment of any debts or liabilities from the disassociated partner, or may deduct those amounts from monies owed to the disassociated partner.
- (c) Net Value. To determine the net value of a disassociating partner's Percentage Interest, the Name and Likeness Rights will be valued at one dollar. An accountant familiar with the music industry and selected by the remaining partners will determine the net value of the Partnership as of the Disassociation Date. This accountant may not be the Partnership's regular accountant or any partner's personal accountant. The accountant will make his or her determination in accordance with generally accepted accounting practices and principles, considering, among other factors, the fair market value of the Partnership's assets (other than the Name and Likeness Rights) and its debts and liabilities. If a partner resigns voluntarily, the accountant's determination will be final. However, if a partner does not resign voluntarily and disputes the accountant's determination, he or she may, within
days after receipt of the accountant's determination, submit the valuation issue to arbitration in , under the applicable rules of the American Arbitration Association. Unless the remaining partners pay the disassociating partner's Percentage Interest in the Partnership's net value sooner, his or her Percentage Interest will be paid in reasonable equal quarterly installments as agreed by the parties, starting one month after the final determination of net value.
- (d) No Assignment of Interest. No partner, or executor or administrator of a deceased partner's estate, may sell all or part of that partner's interest in the Partnership, or that partner's right to receive a share of Partnership assets, profits, or distributions, without the written consent of a majority of the other partners. A sale attempted without this consent is void. The partners acknowledge that part of each partner's capital contribution are the unique personal services to be rendered by that partner
exclusivelyfor the Partnership, and there is no adequate substitute for these services. The other partners are the exclusive judges of the adequacy of a future substitution.
- (e) Written Termination Notice. A partner wishing to resign shall provide at least
days' written notice to the Partnership. The Partnership shall provide days' written notice if it expels a partner. The Partnership may immediately exclude an expelled partner from live or recorded performances during this -day notice period pursuant to a Partnership vote.
- (f) Complete Settlement of Former Partner's Percentage Interest. The promise to pay royalties or other amounts owed as set forth in this agreement constitutes a complete buyout, settlement, and liquidation of any interest the disassociated partner may have in the Partnership, except as otherwise set forth in section 4(b).
- (g) Assignment of Former Partner's Rights. Except as otherwise set forth in section 4(b), as of the Disassociation Date, the Partnership will be the assignee of the disassociated partner's interest in Partnership assets, including the Recordings, the Name and Likeness Rights, agreements to which the Partnership is a party, Goodwill, and all proceeds from any of those. As of the Disassociation Date, neither the disassociated partner nor his or her representatives or heirs may use the Partnership Name or any substantially similar name commercially, except as otherwise set forth in section 4(b). Except as otherwise set forth in section 4(b), as of the Disassociation Date, the Partnership will:
- (i) be the sole and exclusive owner of all interest in the Partnership Name and Logos;
- (ii) retain the exclusive right to use the Partnership Name as a professional recording artist and performing musical group; and
- (iii) have the continuing and unrestricted right to the exclusive commercial use of the Name and Likeness Rights.
- (h) Name and Likeness Rights of Former Partner. As of the Disassociation Date, the Partnership will have the continuing and unrestricted nonexclusive right to use the name, photograph, likeness, voice, and biographical materials of the disassociated partner on or in connection with:
- (i) all recordings embodying, in whole or in part, the performances of the disassociated partner;
- (ii) all musical compositions written in whole or in part by the disassociated partner and recorded or partially recorded (whether or not released) by the Partnership; and
- (iii) exploitation of any projects or items, including merchandise, television programs, motion pictures, and videos in which the disassociated partner participated. The disassociation of a partner will have no effect on an agreement made by the Partnership or the disassociated partner on or before the Disassociation Date relating to results and proceeds of the Services of the disassociated partner, or the right to use that disassociated partner's name, likeness, photograph, voice, biographical materials, and recordings.
(i) Nondisclosure. After the effective date of this agreement, none of the partners or their agents, representatives, estates, or heirs may provide information about this agreement to a third party, except as necessary in connection with the exercise of rights granted in this agreement or as required by law. Neither the Partnership nor any partner may disseminate information or make statements that would reflect negatively on the disassociated partner (or his or her estate and heirs). The disassociated partner (and his or her estate and heirs) may not disseminate information or make statements that would reflect negatively on the Partnership or a partner. Furthermore, the disassociated partner may not give interviews or write, prepare, or assist in the preparation of books or articles disclosing confidential information about the Partnership, the partners, or the activities of any of them without the prior written consent of the Partnership. "Confidential information" here means any nonpublic personal, business, or financial information that the Partnership or any partner (including the disassociated partner) designates as confidential or that, under the circumstances surrounding disclosure, should treated as confidential by the recipient (including the circumstances surrounding the disassociation.)
Each partner represents that he or she:
- (a) has the power to enter into and perform this agreement, and to grant to the Partnership the rights granted in this agreement;
- (b) is under no restriction that may interfere with this agreement; and
- (c) has read and understands this agreement and has been advised to seek independent legal counsel in connection with its negotiation.
Each partner hereby indemnifies the Partnership and each other partner from all claims, actions, causes of action, losses, liability, expenses, damages, judgments, third-party claims, and settlements, including reasonable outside attorneys' fees and court costs, that that party may incur in connection with a partner's material breach of this agreement. A party seeking indemnification (an "Indemnified Party") shall notify the party required to indemnify (the "Indemnifying Party") in writing, and the Indemnifying Party shall promptly, at the Indemnified Party's request, conduct the entire defense of a proceeding or a claim for which indemnity is sought, including settlements and appeals, at the Indemnifying Party's expense. The Indemnifying Party shall pay all resulting settlement amounts, judgments, or decrees. Except with the written consent of the Indemnified Party, the Indemnifying Party may not agree to a judgment, administrative order, or settlement, that:
- (a) could affect the intellectual property rights or other business interests of the Indemnified Party;
- (b) does not include as an unconditional term that the claimant or plaintiff releases the Indemnified Party from all liability for the claim or litigation; or
- (c) requires consideration other than the payment of money by the Indemnified Party.
If the Indemnifying Party does not defend as provided above, the Indemnified Party may defend against the claim or demand, and in his or her sole discretion may settle or agree to pay in full that claim or demand, without releasing the Indemnifying Party's obligations or liabilities. This section will survive the termination of this agreement.
- (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement will give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
- (b) Addresses. A party will address notices under this section to a party at the addresses set forth on the signature page.
- (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
(a) Mediation. Before invoking the binding dispute resolution process set forth in subsection (b), the parties shall first participate in mediation of any dispute arising under this agreement. The mediation will be held in , , and be conducted by the American Arbitration Association in accordance with its Commercial Mediation Rules. The parties shall share equally the costs of the mediation, excluding attorneys' fees. If a party has participated in the mediation and is dissatisfied with the outcome, that party may invoke the dispute resolution provisions in subsection (b). (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles). (b) Arbitration. If a party is dissatisfied with the outcome of mediation in subsection (a), he or she may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and each partner hereby consents to those disputes being so resolved. The arbitrator will be familiar with music industry law and have at least years' experience in this field . (b) Choice of Forum. The parties consent to the personal jurisdiction of the state and federal courts in County, . (c) Decision. Within days after the arbitration is complete, the arbitrator shall submit to the parties a tentative decision in writing, which will include the reasoning behind the decision and any calculations needed to explain the award. Each party has days to submit written comments on the tentative decision. Within days after the deadline for written comments, the arbitrator will announce the final award. Judgment on the award may be entered in any court having jurisdiction. (d) Attorney's Fees. The prevailing party may collect from the other parties his or her reasonable costs and attorneys' fees incurred in enforcing this agreement. (d) Attorney's Fees. Each party will bear his or her own costs of attorneys' fees, but the arbitrator may make a different allocation of those fees in the award. (d) Attorney's Fees. If a party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party will reimburse the prevailing party for his or her reasonable attorneys' fees. (d) Attorney's Fees. Each party will bear his or her own costs of attorneys' fees. (c) Waiver of Right to Contest Jurisdiction. Each party waives any claim that a legal proceeding brought in accordance with subsection (b) has been brought in an inconvenient forum or that the venue of that proceeding is improper.
16. DEFAULT; CURE PERIOD.
A partner is in default if he or she breaches this agreement or an agreement between the Partnership and a third party. The Partnership will give written notice of the default to the breaching partner. If the default can be cured, the allegedly breaching partner will have
No amendment to this agreement will be effective unless it is in writing and signed by all of the parties.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if that invalid, illegal, or unenforceable provision had never been contained in the agreement, unless the deletion of that provision would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
19. ASSIGNMENT AND DELEGATION.
- (a) No Assignment. No party may assign any of his or her rights under this agreement, except with the prior written consent of the other parties. All voluntary assignments of rights are limited by this subsection.
- (b) No Delegation. No party may delegate any performance under this agreement.
- (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made, or if both are made, in violation of this section, it is void and they are void.
20. COUNTERPARTS; ELECTRONIC SIGNATURES.
- (a) Counterparts. The parties may sign this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
No waiver of satisfaction of a condition or nonperformance of an obligation under this agreement will be effective unless it is in writing and signed by the party granting the waiver. No such waiver will constitute a waiver of satisfaction of any other condition or nonperformance of any other obligation and no waiver will constitute a continuing waiver, unless the writing so specifies.
22. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. No party was induced to enter this agreement by, and no party is relying on, any statement, representation, warranty, or agreement of another party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
25. NECESSARY ACTS; FURTHER ASSURANCES.
Each party will use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
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Each party is signing this agreement on the date stated opposite that party's signature.
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PRIOR PARTNERSHIP ASSETS
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CREDITORS AND OUTSTANDING DEBTS
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