Name of Artist

c/o Vaquerano Law, P.C.

2404 Wilshire Blvd, Suite 8A
Los Angeles, CA 90057

Dated as of __________

NAME OF PRODUCER’S LOAN OUT COMPANY

f/s/o PRODUCER
c/o ADDRESS

Attn:

Re:

Gentlepersons:

The following shall constitute the Agreement (the “Agreement” between _________________f/s/o
_____________(referred to herein as “Producer”) and _________ (“Artist”) with respect to the
production of ____________ ($ ) master recording(s) which embodies or embody the musical
composition entitled, “_________”(the “Master”) featuring the performances of Artist which may
be embodied on the forthcoming album featuring the performances of Artist (the ALP”) for
RECORD COMPANY (“Company”).

1. SERVICES:

Artist engages Producer to produce the Master for and on behalf of Company and, in connection
therewith, Producer shall perform all services customarily rendered by producers in the music
industry. Producer shall at all times diligently, competently, expeditiously and to the best of
Producer’s ability perform the services required to be performed by Producer hereunder, subject to
the supervision of the recording project by Artist, Company and the EXECUTIVE PRODUCER,
__________________ . Producer also agrees to render services as a musician, arranger, conductor,
programmer, etc. at recording sessions as and when requested by Artist. The term of this Agreement
shall commence as of the date hereof and shall continue until such time as Producer shall have
satisfactorily completed Producer’s services hereunder.

2. SAMPLE CLEARANCE:

Producer shall not use or furnish any samples or interpolated compositions on the Master unless such
sample or interpolation has first been approved in writing by Artist. If Producer fails to comply with
the terms of the preceding sentence, then, without limiting the rights and remedies available to
Artist, Producer shall be: (i) solely liable for all royalties or other monies which shall be due any
person or entity whose master recordings or compositions are sampled or interpolated on the Master;
and (ii) solely responsible for any copyright interests and rights that are required to be transferred,
conveyed, or assigned to the owner or licensor of any sample or interpolated composition embodied
on the Master. Artist agrees not to furnish, provide or approve any sample on the Master unless

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Producer is given notice thereof in writing. In the event that both Producer and Artist mutually
agree to use or furnish a sample or interpolated composition on the Master, then all royalties or other
monies which shall be due any person or entity, whose master recordings and / or compositions are
sampled, shall be borne in equal proportions between Producer and Artist.

OR

Producer acknowledges that Producer did not use any samples or interpolated compositions on the
Master nor is Producer aware of any such uses therein.

3. RECORDING BUDGET AND PRODUCER ADVANCE:

Recording sessions for the Master shall be commenced pursuant to a recording budget [excluding
any artist advances and the Producer Advance (as defined below)] approved by Producer, Artist, and
Company (“Approved Budget”). The Approved Budget shall include a non-refundable fee in the
amount of ________________ ($ )(the “Producer Advance” ) payable to Producer as follows: (i)
fifty percent (50%) upon commencement of recording the Master; and (ii) fifty percent (50%) upon
acceptance by Company of the Master together with all licenses, approvals, and consents required by
Company (including, but not limited to, any union or payroll forms) or, if later, upon execution of
this Agreement. The Producer Advance shall be deemed to include all compensation due Producer
in respect of any services that Producer renders pursuant to Paragraph 1 above and shall also be
consideration for Producer's producing services. Producer shall be responsible and liable for all
recording costs which are in excess of the Approved Budget unless such excess recording costs are
caused solely by Artist or Company.

OR

3. “ALL-IN” FUND:

Producer shall be paid a fund in the amount of _____________________ Dollars ($ ) for the Master
(“Approved Fund”) as follows: (i) fifty percent (50%) upon commencement of recording the Master;
and (ii) fifty percent (50%) upon acceptance by Company of the Master together with all licenses,
approvals, and consents required by Company (including but not limited to, any union or payroll
forms) or, if later, upon execution of this Agreement. __________ Dollars ($ ) out of the Approved
Fund shall be deemed a recoupable advance of royalties (other than mechanical royalties) payable to
Producer hereunder. Said fund shall be deemed to include all compensation due Producer in respect
of any services that Producer renders pursuant to Paragraph 1 above and shall also be consideration
for Producer’s producing services. Producer shall be responsible for all recording costs incurred in
connection with the recording of the Master and shall be liable for any recording costs in excess of
the Approved Fund unless caused solely by Artist or Company.

4. PRODUCER’S ROYALTY:

Conditioned upon Producer’s full and faithful performance of all material terms and provisions
hereof, and the other agreements, representations and warranties made by Producer and contained
herein, Producer shall be paid in respect of the sale by Company, or Company’s licensees, of
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phonograph records embodying the Master, and in respect of any other exploitation by Company, or
the Company’s licensees, of the Master, the following royalties upon the terms hereinafter set forth.

a. With respect to net top-line sales of phonograph recordings embodying the Master through
normal retail distribution channels in the United States of the LP (“US Retail LP Sales”), Producer
shall receive a royalty of ____percent (%) (said royalty shall be pro ratable pursuant to paragraph
4(d) below) based on the suggested retail list price less all excise, sales and use taxes and other
similar taxes which are actually included in the suggested retail list price however designated, if any
(the “Producer’s Royalty”). The Producer’s Royalty shall be adjusted, computed and paid in the
same manner as royalties are payable to Artist with proportionate reductions and prorations for all
sales for which reduced royalties are payable to the Artist under the Recording Agreement (defined
in Paragraph 4(b) below). If Artist’s royalty rate is computed on basis other than the suggested
retail list price, Producer’s royalty shall be adjusted accordingly so that the same “penny rate” is
payable to Producer on such basis as if Producer was paid on the suggested list retail price. It is
hereby acknowledged that NAME OF EXECUTIVE PRODUCER is entitled to a separate royalty as
executive producer of the LP ( “EXECUTIVE PRODUCER’S Basic LP Rate”) and that Producer’s
Royalty shall not be reduced or prorated based on the services of EXECUTIVE PRODUCER OR
EXECUTIVE PRODUCER’S Basic LP Rate. Notwithstanding anything to the contrary contained
herein, Producer’s royalties for the Master may be reduced by royalties given in consideration for
any services rendered by third party producers, mixers, or re-mixers. Artist shall request Company
to make royalty payments directly to Producer pursuant to the letter of direction attached hereto as
Exhibit B and incorporated herein by this reference; however any failure of Company to do so shall
not be deemed a material breach thereof. OPTIONAL: If Company’s US Retail LP Sales exceed
five hundred thousand (500,000) units (as determined with Company’s standard accounting
procedures), then the royalty which shall accrue hereunder on any such excess sales of the LP shall
be at the rate of three and one half percent (3.5%) (pro-ratable, pursuant to Paragraph 4 (d) below).
If Company’s US Retail LP Sales exceed one million (1,000,000) units (as determined with
Company’s standard accounting procedures), then the royalty which shall accrue hereunder on any
such excess sales of the LP shall be at the rate of four percent (4%) (pro-ratable, pursuant to
Paragraph 4 (d) below).

b. The royalty payable to Producer for sales of records which are not US Retail LP Sales
shall bear the same respective proportions to Producer’s Royalty as the royalty payable to Artist for
sales of records which are not US Retail LP Sales bears to the royalty payable to Artist for US Retail
LP Sales under Artist’s recording agreement with Company, dated as of __________________ (the
“Recording Agreement”), a redacted copy of which is attached hereto as Exhibit A and incorporated
herein by this reference. With respect to the commercial exploitation of audio-visual recordings
embodying the Master, Producer’s royalty therefore shall be fifty (50%) percent of a fraction, the
numerator of which is the Producer’s Royalty and the denominator of which is Artist’s Base Rate
(as said term is defined in 4(c) below). Notwithstanding the foregoing, Producer shall only be paid
royalties on audio visual recordings to the extent that all recording costs (including any Producer and
Artist advances) have been fully recouped and that royalties earned by Producer hereunder exceed
all advances and other compensation, if any, paid to Producer hereunder. In all other respects,
Producer’s royalty shall be reduced, computed, calculated and paid (e.g., with respect to compact
discs, new media, and other format based adjustments, free goods, packaging deductions, etc.) on
the same basis as royalties are payable to Artist under the Recording Agreement. Without limiting
the generality of the foregoing, Producer shall not earn any monies in respect of any exploitation of
3
the Master for which Artist is not entitled to be credited with, or does not earn, a royalty.
Conversely, Producer will be entitled to royalties for all forms of exploitation of the Master for
which Artist is entitled to a royalty based upon the recording services of Artist.

c. Notwithstanding anything to the contrary contained herein, no royalties (excluding

mechanical royalties) shall be payable to unless and until all recording costs (as said term is defined
in the Recording Agreement)(including the Producer Advance) in connection with the Master are
recouped by Company from net artist royalties (as used herein, the term “net artist royalties” shall
mean the basic royalty payable to Artist in respect of the LP for US Retail LP Sales (the “Artist Base
Rate”) less Producer’s Royalty and any royalty payable to any other third party royalty participants
paid in respect of the Master, including EXECUTIVE PRODUCER and, if applicable, remixers).
Upon such recoupment, Producer’s Royalty shall be payable retroactively to the first record sold
subject to recoupment of the Producer Advance from royalties (excluding mechanical royalties)
payable to Producer hereunder.

d. Notwithstanding the foregoing, the royalty payable to Producer hereunder with

respect to any phonograph record embodying any Master hereunder, together with any other master
recordings, shall be computed by multiplying the otherwise applicable royalty rate by a fraction, the
numerator of which shall be the NUMBER ONE/ NUMBER OF MASTERS EMBODIED ON THE
LP, and the denominator of which shall be the total number of royalty bearing master recordings
(including the Master) contained on such phonograph record or other device. (OPTIONAL):
Notwithstanding the foregoing to the contrary, and provided that all of the producers of the other
master recordings embodied on the LP so agree to the following provision in their agreement with
Artist with respect to the respective master recordings produced by them: (i) if a seven-inch single
phonograph record (or the equivalent in another analog or digital format) released in the United
States embodies a Master as the so-called “A-side” or “lead” recording and a recording other than a
Master as the so-called “B-side” of that phonograph record, then the operation of the provisions of
the immediately preceding sentence shall not reduce your royalties; and (ii) if a seven-inch single
phonograph record (or the equivalent in another analog or digital format) released in the United
States embodies a Master as the so-called “B-side” recording and a recording other than a Master as
the so-called “A-side” or “lead” recording of that phonograph record, then Producer hereby waives
payment of any royalties in connection with sales of that phonograph record such that Artist shall not
have any obligation to account for or pay to Producer royalties for sales of that phonograph record.

e. In the event that the Master shall be licensed on a flat fee or on a net royalty basis,
the royalty payable to Producer in respect thereof shall be an amount equal to the net flat fee or
royalty, as the case may be, received by or credited to the Artist as the Artist’s royalty in respect of
a particular license, multiplied by a fraction, the numerator of which is the Producer’s Royalty and
the denominator of which is the Artist Base Rate.

f. If Artist receives any monies or is credited with any monies against advances
previously received from persons or entities other than Company (“Defined Third Parties”) which
are attributable to the exploitation of the Master, including by way of example monies paid by
SoundExchange, AARC or any other Defined Third Party making payments in connection with
either digital performing rights in masters or blank recording media levies (but specifically excluding
monies paid to or credited to Artist from the exploitation of the musical composition embodied in the
Master), Artist shall pay to Producer Producer’s pro-rata portion of such monies; and the provisions
of this Agreement regarding Artist’s accounting, audit and audit recovery obligations to Producer
4
shall apply to such monies. Pursuant to a letter of direction in the form of Exhibit C attached hereto
and incorporated herein by this reference, Artist shall instruct SoundExchange to account directly to
Producer at the same time and subject to the same conditions pursuant to which it accounts to Artist.

5. CREDIT:

Artist shall direct Company to accord Producer credit on record labels and on liner notes and
packaging of CDs, cassettes, cassingles and single sleeves (to the extent that there is producer credit
thereon) of records in all configurations which embody the Master. Said credit shall read as follows:

“Produced by _________”

Where credits are carried on advertisements, said credit will also be given on half-page or larger
trade ads for singles on which any Master is embodied on the lead or A-side which are placed by
Company or under its control in the United States. It is acknowledged that the credit to Producer
will be no less prominent than the credit accorded to other producers (if any) on the same record
with the exception of EXECUTIVE PRODUCER or EXECUTIVE PRODUCER’s designee(s).
No casual or inadvertent failure on Company’s part to fulfill any obligation under this Paragraph 5
shall be deemed a breach of this Agreement, with the understanding that Artist shall request
Company to correct any such inadvertent failure on future runs after Company has been notified by
Producer in writing of any such failure or upon Company”s independent discovery of such failure.

6. ADDITIONAL REMIX SERVICES:

Artist and Company shall have the right to remix the Master without the permission of Producer.
Notwithstanding the foregoing, any and all remixing performed by Producer without the written
permission of Artist or Company shall be at Producer”s sole expense, including studio time.

7. COPYRIGHT OWNERSHIP OF THE MASTER:

The Master produced by Producer hereunder (which, for the purposes hereof shall deemed to include
all of the tapes, derivatives and reproductions thereof) from the inception of the recording thereof,
and all phonograph records and other reproductions made therefrom, together with the performances
embodied therein and all copyrights therein and thereto, and all renewals and extensions thereof,
shall be entirely Company”s property, free of any claims whatsoever by Producer or any other
person, firms, or corporation. Company shall, accordingly, have the sole and exclusive right to
copyright the Master, phonograph records, or other reproductions, in Company”s name, as the
owner and author thereof, and to secure any and all renewals and extensions of such copyrights (it
being understood that for such purposes Producer and all other persons rendering services in
connection with the Master shall be deemed to be Company”s employees for hire and the Master
shall be considered a work made for hire). If, for any reason, it is determined that the Master is not
considered a work made for hire, Producer shall be deemed to have hereby irrevocably assigned and
otherwise transferred to Company the sound recording copyright therein and thereto through out the
universe for the life of copyright (including all extensions and renewals thereof). Producer hereby
irrevocably and unconditionally waives any and all moral and like rights that Producer has in the
Master and/or the musical composition embodied on the Master and hereby agrees not to make any
claim against Company or any party authorized by Company to exploit the Master based on such
5
moral or like rights. Producer shall, upon Company”s request and at Company”s expense, execute
and deliver to Company any assignments of copyright (including renewals and extensions thereof) in
and to the Master as Company may deem necessary to effectuate the terms of this Agreement, and
Producer hereby irrevocably appoints Company as Producer's attorney-in-fact for the purpose of
executing such assignments in Producer’s name. Without limitation of any of the foregoing,
Company and Company’s designees shall have the exclusive worldwide right in perpetuity to
manufacture, sell, reproduce, adapt, distribute, transmit, communicate and otherwise use the Master
and phonograph records embodying the Master in any form and by any method now or hereafter
known, including, without limitation, via cable transmission, satellite transmission and electronic
transmission, and advertise phonograph records or other reproductions (visual and non-visual)
embodying the Master, to lease, license, convey or otherwise use or dispose of the Master by any
method now or hereafter known, in any field of use, to release phonograph records or other
reproductions embodying the Master under any trademarks, tradenames, or labels, to perform such
phonograph records or other reproductions publicly, and to permit the public performance thereof by
means of radio or television broadcast, cable transmission, satellite transmission, electronic
transmission, or any other method now or hereafter known, all upon such terms and conditions as
Company may approve, and to permit any other person, firm, or corporation to do any or all of the
foregoing or may refrain from doing any and all of the foregoing.

8. COPYRIGHT OWNERSHIP OF THE MUSICAL COMPOSITION EMBODIED

ON THE MASTER:

The musical composition (s) that is/are embodied on the Master was/were written or composed, in
whole or in part, by Producer and Producer shall issue or shall cause Producer’s publishing designee
to issue to Artist or Artist’s designee a first use mechanical license at the same rate (on a pro-rata
basis) and upon the same terms and conditions as are contained in the Recording Agreement, the
relevant portions of which are included in Exhibit A herein, in respect of compositions written or
controlled by Artist. It is hereby acknowledged that the copyright percentages for the musical
compositions embodied on the Master is/are owned by the following persons (or their respective
designees) in the following percentages:

Sample Writer Percentage

Each party shall have the right to administer its respective copyright ownership interest therein,
including the right to license, collect and receive their combined writer’s and co-publisher’s share
of the income.

9. PRODUCER NAME AND LIKENESS:

Artist shall instruct Company to make available to Producer any likenesses, biographical material
6
and/or other identification of Producer which Company desires to use in connection with the
exploitation of phonograph records embodying the Master. Producer shall have the right to approve
same, provided Producer shall not unreasonably withhold such approval. Producer shall be deemed
to have approved any such likenesses, biographical material, and/or other identification if Producer
fails to submit to Company in writing Producer’s specific objections thereto within five (5)
business days after Artist or Company has notified Producer of their availability for Producer’s
inspection. Artist and Company shall have the worldwide right in perpetuity to use and to permit
others to use Producer’s name (both legal and professional, and whether presently or hereafter used
by Producer), approved likenesses, approved biographical material and approved other identification
concerning Producer, for purposes of trade only in connection with the Master hereunder, the
phonograph records derived therefrom, and Artist’s and Company’s institutional advertisements.

10. NO OBLIGATION TO USE:

Nothing contained herein shall be deemed to obligate the Artist or Company to embody the Master
on any record or any other medium recorded or exploited by the Artist or released by Company. If a
Master is not so embodied and is not thereafter exploited, the only monies payable to Producer will
be the Producer Advance described in Paragraph 3 above.

11. ROYALTY ACCOUNTINGS AND AUDIT RIGHTS:

a. Pursuant to the letter of direction attached hereto as Exhibit B, Artist shall instruct
Company to send statements as to royalties payable to Producer hereunder directly to Producer at or
about the same time as statements and royalties are sent to Artist under the Recording Agreement.
Statements shall be accompanied by payment of accrued royalties, if any, earned by Producer
hereunder during the applicable period, less all advances, compensation and charges under this
Agreement.

b. If Company refuses to send statements directly to Producer and Producer sends Artist
notice of same, Artist shall send statements as to royalties payable hereunder to Producer within
ninety (90) days after Artist’s receipt from Company of same; provided, however, that no such
statements shall be required for periods during which no royalties accrue unless such statements are
provided to Artist by Company. Statements shall be accompanied by a payment of accrued royalties,
if any, earned by Producer hereunder during the applicable period, less all advances, compensation
and charges under this Agreement. If Artist has to send statements and royalties to Producer
directly, Artist shall have the right to retain, as a reserve against charges, credits, or returns, a
percentage of Producer’s royalties not to exceed the percentage of Artist’s royalties which
Company retains as a reserve against charges, credits, or returns for the same accounting period
pursuant to the Recording Agreement.

c. Producer understands and agrees that, in rendering statements to Producer hereunder,

Producer will be relying on statements provided to Artist by Company. Accordingly,
notwithstanding anything to the contrary contained herein, the statements which the Artist renders to
Producer pursuant to this Paragraph 11 shall be deemed accurate, and Producer shall have no right to
object thereto, insofar as such statements rendered by Company are accurate based on the
information provided to Company by the Artist. Furthermore, the statements which Company
renders to Producer shall not be subject to objection unless specific objection in writing is given to
the Artist within twelve (12) months after the date rendered. Accordingly, Producer shall be deemed
7
to have consented to all royalty statements and all other accountings rendered by Company
hereunder and each such royalty statement or other accounting shall be conclusive, final, and
binding, shall constitute an account stated, and shall not be subject to any objection for any reason
whatsoever unless specific objection in writing, stating the basis thereof, is given by Producer to the
Artist within twelve (12) months after the date rendered.

d. As set forth under the Recording Agreement, Company shall maintain books of
account concerning the sale of phonograph records and other exploitations of the Master and all
other rights granted by Producer hereunder. Producer shall not have the right to audit the books or
records of Company, however, Producer, or Producer’s attorney, certified public accountant or
professional financial planner on Producer ‘s behalf, may, at Producer’s sole expense, upon written
notice to Artist, examine and make copies of royalty statements sent to Artist by Company in
connection with the sale of phonograph records hereunder, but solely with respect to those portions
of such statements specifically pertaining to royalties payable to Producer hereunder. Artist shall
have no obligation to permit Producer to examine any such particular royalty statements more than
once. Artist’s such books relating to any particular royalty statement may be examined as aforesaid
only during normal business hours and where such books and records are customarily located, upon
reasonable notice and only once within the twelve (12) month period specified in this Paragraph 11
herein. The rights hereinabove granted to Producer shall constitute Producer’s sole and exclusive
rights to examine Artist’ books and records.

e. Notwithstanding the right of Producer to receive direct accountings and payments of

royalties, in the event that Artist shall conduct an examination or audit of Company’s books and
records in respect of any particular royalty statement relating to the Master, Producer shall be paid
within ninety (90) days after Artist’s receipt of payment, if any, from Company with respect to any
such examination of the “Producer’s Share” (as hereinafter defined). As used herein, the term
“Producer’s Share” shall mean that share of “Net Monies” (as hereinafter defined) calculated by
multiplying Net Monies by a fraction, the numerator of which shall be the amount of money paid by
Company to Artist as a result of such audit or examination hereunder which is allocable to Producer
in respect of Producer’s services hereunder, if any (which will, in the event of a dispute between
Producer and Artist, be determined in good faith by Producer and Artist on the basis of generally
accepted accounting principles), and the denominator of which shall be the total amount of money
paid by Company to Artist as the result of such audit or examination hereunder. As used herein, the
term “Net Monies” shall mean the gross monies paid to Artist by Company in respect of any
particular audit or examination of any particular royalty statement hereunder less all actual, direct
and out-of-pocket costs or expenses incurred by Artist solely in respect of any such audit or
examination.

12. INDEMNIFICATION:

Producer hereby agrees to and does hereby indemnify, save, and hold Artist and Company harmless
from all damages, liabilities, costs, losses and expenses (including legal costs and reasonable
attorney’s fees) arising out of or connected with any claim, demand or action by a third party which
is inconsistent with any of the warranties, representations, or covenants made by Producer in this
Agreement provided same are reduced to a final judgment, arbitration, or settlement made with
Producer’s prior written consent, which consent shall not be unreasonably withheld. Producer
agrees to reimburse Artist or Company, on demand, for any payment made by Artist or Company at
8
any time with respect to any such damage, liability, cost, loss or expense to which the foregoing
indemnity applies. Artist shall notify Producer of any such claim, demand or action promptly after
Artist has been formally advised thereof, and Producer shall have the right, at Producer’s expense,
to participate in the defense thereof with counsel of Producer’s choice, provided that Artist and/or
Company shall have the right at all times, in Company’s and or Artist’s sole discretion, to retain
or resume control of the conduct thereof. Pending the determination of any such claim, demand or
action, Company and/or Artist shall have the right, at Company’s and the Artist’s election, to
withhold payment of any monies otherwise payable to Producer hereunder in an amount reasonably
related to such claim and Company’s and/ or the Artist’s estimated reasonable attorneys fees and
expenses in connection therewith. If no action is filed within two (2) year(s) of the date on which
Company or Artist receives notice of such claim, demand or action, Company and/or Artist, as the
case may be, shall release any monies that Company or Artist has withheld based upon such claim,
demand or action. Producer shall have the right to post a bond in form, amount and duration with a
bonding company satisfactory to Company and to Artist, and, in the event Producer shall so post
such a bond, Artist and Company shall no longer withhold monies payable to Producer hereunder in
connection with the claim in respect of which such bond shall be posted.

13. PRODUCER WARRANTIES:

a. Producer hereby warrants, represents, and agrees that with respect to Producer’s services
Producer is not under any disability, restriction or prohibition, whether contractual or otherwise, with
respect to Producer’s right, power, and authority to enter into and perform this Agreement, to grant
the rights granted herein, and to perform each and every term and provision hereof.

b. Producer further warrants, represents, and agrees that:

(i) Producer shall not produce or record the musical composition (s) embodied on
the Master(s) for inclusion on phonograph records for any person other than Company prior to five
(5) years after the delivery of the Master hereunder.

(ii) No portion of the Master created by Producer, nor any other material
performed, supplied or created by Producer (including, without limitation, any ”sample”), will
violate or infringe upon any common law or statutory rights of any person, including, without
limitation, contractual rights, copyrights, and rights of privacy.

(iii) Producer is, or will become, a member in good standing of any appropriate
labor union or guild with which Company has, at the time Producer renders services hereunder, an
agreement lawfully requiring such union membership. All compensation payable pursuant to this
Agreement shall include all minimum scale compensation, pension and welfare or other “fringe
benefits” required by any union or guild agreement.

14. NOTICE:

All notices to the parties hereto shall be in writing and may be served upon a principal or officer of
the applicable party personally, or by certified mail (return receipt requested), or any overnight mail
delivery service (e.g., federal express) which provides proof of service addressed to the appropriate
party at the respective addresses set forth herein or at such other address as any party hereto may
designate in writing from time to time. All notices shall be deemed given when personally
9
delivered, mailed or delivered to a delivery service, all charges prepaid, except that notice of a
change of address shall be effective only after actual receipt thereof. Any notices to Producer shall
be sent to _________________________________ or such other address, as Producer shall notify to
Company in writing from time to time. Any notices to Artist shall be sent to
________________________________Attn: ____________________.

14. MISCELLANEOUS:

a. Artist shall have the right, at Artist’s election, to designate other producers for
recording sessions with Artist, whether with respect to the Master or with respect to the other master
recordings on the LP, in which event Producer shall not have any rights hereunder with respect to the
master recording(s) produced at such recording sessions; provided, however, that said master
recording(s) do not embody any of the tracks produced by Producer hereunder.

b. Artist shall have the right, at Artist’s election, to assign any of Artist’s rights
hereunder, in whole or in part, to any subsidiary, affiliated, or related company, or to any person,
firm, or corporation owning or acquiring a substantial portion of Artist’s stock or assets, or to
Company. In the event that Artist assigns Artist’s rights to Company, Artist shall thereafter be
relieved of Artist’s obligations. Producer shall not have the right to assign any of Producer’s rights
hereunder except the right to receive royalties.

c. This Agreement has been entered into in the State of California and its validity,
construction, interpretation and legal effect shall be governed by the laws of the State of California
applicable to contracts entered into and performed entirely within the State of California.

d. This Agreement contains the entire agreement and understanding between the parties,
and supersedes and replaces all prior negotiations or proposed agreements, written or oral. Each
party hereto acknowledges that no other party, nor agent or attorney of any other party, has made any
promise, representation or warranty whatsoever, express or implied, not contained herein to induce
them to execute this Agreement, and acknowledges that they have not executed this Agreement in
reliance upon such promise, representation or warranty not contained herein.

e. Each party shall bear its own fees and costs with respect to the discussion,
negotiation, preparation, revision and execution of this Agreement. Each party hereby releases all
claims, rights or demands of whatever nature against each other party with respect to said fees or
costs.

f. This Agreement may be executed in counterparts, each of which shall be deemed

an original and all of which taken together shall constitute a single instrument.

g. Every provision of this Agreement is intended to be severable. In the event any term
or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of
competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and
provisions hereof, which terms and provisions shall remain binding and enforceable.

h. Nothing herein contained shall constitute a partnership or a joint venture between

Producer and Artist. Neither party hereof shall hold itself out contrary to the terms of this paragraph
10
and neither Producer nor Artist shall become liable for any representation, act, or omission of the
contrary to the provisions hereof. This Agreement shall not be deemed to give any right or remedy
to any third party whatsoever unless said right or remedy is specifically granted by Artist in writing
to such third party.

i. The provisions of any applicable collective bargaining agreement between Artist

and/or Company and any labor organization which are required by the terms of such agreement to be
included in this Agreement shall be deemed incorporated herein as if such provisions were expressly
set forth in this Agreement.

j. In the event of any action, suit, or proceeding arising from or based upon this
Agreement brought by either party hereto against the other, the prevailing party shall be entitled
to recover from the other its attorneys fees in connection therewith in addition to the costs of
such action, suit, or proceeding.

k. Except as otherwise provided in this Agreement, all rights and remedies herein or
otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy.

l. All terms used herein shall, unless otherwise defined herein, have the same meaning
as contained in the Artist Recording Agreement.

m. THIS AGREEMENT HAS BINDING LEGAL EFFECT AND GRANTS

CERTAIN RIGHTS TO ARTIST AND COMPANY FOR, AMONG OTHER THINGS,
PRODUCER’S PRODUCING SERVICES. PRODUCER ACKNOWLEDGES THAT ARTIST
HAS REQUESTED PRODUCER TO CONSULT WITH AND BE REPRESENTED BY AN
ATTORNEY OF PRODUCER’S OWN CHOOSING, WHO IS KNOWLEDGEABLE ABOUT
THE SUBJECT OF THIS AGREEMENT AND THE RECORD, MUSIC, AND
ENTERTAINMENT INDUSTRIES, TO BE ADVISED ABOUT THE CONTENT AND EFFECT
OF THE PROVISIONS OF THIS AGREEMENT, AND TO FOLLOW HIS OR HER
ATTORNEYS ADVICE ABOUT ENTERING INTO THIS AGREEMENT.

Please acknowledge acceptance of the foregoing by signature below:

Very truly yours,

By:______________________
ARTIST

ACCEPTED AND AGREED as of the date first set forth above.

PRODUCER’S LOAN OUT COMPANY

By: ___________________________

Its: ____________________________

11
I have read the foregoing Agreement and I agree to render all services and to grant all rights
necessary to enable PRODUCER’S LOAN OUT CORP. to comply fully with its obligations under
said Agreement. I agree to indemnify ARTIST by reason of my failure or the failure of
PRODUCER’S LOAN OUT CORP to comply fully with any of my or its obligations. I certify that
my services are rendered as an employee for hire of PRODUCER’S LOAN OUT CORP and I agree
to look solely to PRODUCER’S LOAN OUT CORP. for payment of compensation for my services
and discharge of all other obligations of an employer.

____________________________
PRODUCER, Individually

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 EXHIBIT B
LETTER OF DIRECTION

ARTIST
c/o Vaquerano Law, P.C.
2404 Wilshire Blvd., Suite 8A
Los Angeles, CA 90057

Dated as of ____________
RECORD COMPANY
ADDRESS

Gentlepersons:

1. I have engaged __________f/s/o_______________( referred to herein as

“Producer”) to produce a recording of my performance on one (1) musical composition entitled,
“_______________” ( the “Recording”) in connection with the album (the “LP”) I am required to
deliver to you pursuant to the agreement between you and me dated as of _____________ (the
“Agreement”).

2. Although the Agreement requires me to pay for the services of the Producer, I hereby
request and irrevocably authorize you to make payments to ___________________ for the
Producer’s services on my behalf, as follows:

(a) Recording sessions commenced hereunder pursuant to a recording budget [excluding

any artist advances and the Producer Advance] (as defined below) approved by Artist and Company
(“Approved Budget”). Producer was paid an advance for the Recording in the amount of
_________________Dollars ($__________) (“Producer Advance”), which is deemed a non-
returnable advance against and recoupable from all royalties payable to Producer hereunder. To the
extent not so recouped, such advance may be recouped by you from any monies becoming payable
to me, but all amounts so recouped from monies payable to me shall be credited to my royalty
account if subsequently recouped from monies payable to the Producer. Fifty percent (50%) of the
Producer Advance shall be paid upon commencement of recording of the Master (or, if later, upon
execution of this Agreement) and fifty percent (50%) of the Producer Advance shall be paid upon
delivery and acceptance by Company of the Master together with all necessary licenses and
applicable approvals and consents required by Company (including but not limited to, any union or
payroll forms) or, if later, upon execution of this Agreement. Producer shall be responsible and
liable for any recording costs which are in excess of the Approved Budget if such excess recording
costs result directly from the failure of Producer to satisfactorily render services hereunder.

OR

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 (a) Producer shall be paid a fund in the amount of _____________________ Dollars
($________) for the Recording (“Approved Fund”), fifty percent (50%) of which shall be paid upon
commencement of recording of the Recording and fifty percent (50%) of which shall be paid upon
delivery and acceptance by Company of the Recording together with all necessary licenses and
applicable approvals and consents (including but not limited to, any union or payroll forms) or, if
later, upon execution of this Agreement. __________________ Dollars ($ ) for the Recording
payable to Producer out of the Approved Fund shall be deemed a recoupable advance of royalties
(other than mechanical royalties) payable to Producer hereunder. Said fund shall be deemed to
include all compensation due Producer in respect of any services that Producer renders (whether as a
musician, arranger, conductor, programmer or otherwise) and shall also be consideration for
Producer’s producing services. Producer shall be responsible for all recording costs incurred in
connection with the recording of the Recording and Producer shall be liable for any recording costs
which are in excess of the Approved Fund unless caused solely by Artist or Company.

(2) (i) A royalty (the “Producing Royalty”) on net sales of top-line full priced
phonograph records sold through normal retail distribution channels in the U.S. derived from the
Recording (AUS Retail LP Sales”), computed, adjusted and paid in the same manner as the royalty
payable to me under the Agreement, at the same times, and subject to the same conditions, but at a
basic rate of ______percent (___%) for the Recording instead of the rate fixed in the Agreement,
with proportionate reductions and prorations on all sales for which reduced royalties are payable
under the Agreement. If my royalty rate is computed on basis other than the suggested retail list
price, Producer’s royalty shall be adjusted accordingly so that the same “penny rate” is payable to
Producer on such basis as if Producer was paid on the suggested list retail price. It is hereby
acknowledged that NAME OF EXECUTIVE PRODUCER is entitled to a separate royalty as
executive producer of the LP (“EXECUTIVE PRODUCER’S Basic LP Rate”) and that Producer’s
Royalty shall not be reduced or prorated based on the services of EXECUTIVE PRODUCER OR
EXECUTIVE PRODUCER’S Basic LP Rate. Notwithstanding anything to the contrary contained
herein, Producer’s royalties for the Recording may be reduced by royalties given in consideration
for any services rendered by third party producers, mixers, or re-mixers. OPTIONAL: If your
US Retail LP Sales exceed five hundred thousand (500,000) units (as determined with your standard
accounting procedures), then the royalty which shall accrue hereunder on any such excess sales of
the LP shall be at the rate of three and one half percent (3.5%) (pro-ratable, pursuant to Paragraph
2(b)(ii) below). If your US Retail LP Sales exceed one million (1,000,000) units (as determined with
your standard accounting procedures), then the royalty which shall accrue hereunder on any such
excess sales of the LP shall be at the rate of four percent (4%) (pro-ratable, pursuant to Paragraph 2
(b)(ii) below).

(ii) If a phonograph record embodying the Recording contains recordings

produced by someone other than the Producer, the Producing Royalty rate shall be reduced by
multiplying the otherwise applicable royalty rate by a fraction, the numerator of which is the
NUMBER ONE/ NUMBER OF RECORDINGS EMBODIED ON THE LP, and the denominator of
which is the total number of recordings (inclusive of the Recording) contained on such phonograph
record. The amount of the Producing Royalty payable hereunder shall be deducted from all monies
payable or becoming payable to me under the Agreement. (OPTIONAL): Notwithstanding the
foregoing to the contrary, and provided that all of the producers of the other master recordings
embodied on the LP so agree to the following provision in their agreement with me with respect to
the respective master recordings produced by them: (i) if a seven-inch single phonograph record
(or the equivalent in another analog or digital format) released in the United States embodies a
14
Recording as the so-called “A-side” or “lead” recording and a recording other than a Recording as
the so-called “B-side” of that phonograph record, then the operation of the provisions of the
immediately preceding sentence shall not reduce Producer’s royalties; and (ii) if a seven-inch single
phonograph record (or the equivalent in another analog or digital format) released in the United
States embodies a Recording as the so-called “B-side” recording and a recording other than a
Recording as the so-called “A-side” or “lead” recording of that phonograph record, then Producer
hereby waives payment of any royalties in connection with sales of that phonograph record such that
I shall not have any obligation to account for or pay to Producer royalties for sales of that
phonograph record.

(c) The Producing Royalty will not be payable until you have recouped all recording costs
and advances attributable to the Recordings under the Agreement. Such recoupment will be computed
at my net royalty rate as reduced to reflect the deduction of the Producing Royalty and the royalty
payable to any other third party royalty participants paid in respect of the Recordings (including the
EXECUTIVE PRODUCER of the LP and, if applicable, remixers). After such recoupment, the
Producing Royalty will be computed retroactively and paid on all such records from the first record
sold; provided, the Producing Royalty shall not be payable unless and until the advance payable to
Producer hereunder shall have been recouped by the royalties otherwise payable to Producer
hereunder.

3. Your compliance with this authorization will constitute an accommodation to me

alone, and nothing herein shall constitute the Producer a beneficiary of or party to this instrument or
any other agreement between you and me. All payments hereunder will constitute payments to me
and you will have no liability by reason of any erroneous payment you may make or failure to
comply with this authorization. I will indemnify and hold you harmless against any claims asserted
against you and any damages, losses or expenses incurred by you by reason of any such payment or
otherwise in connection herewith.

4. All monies becoming payable under this authorization will be remitted to the
Producer at the following address or otherwise as the Producer directs you in writing and shall be
accompanied by statements with respect to such payments:

Very truly yours,

ARTIST

By:_______________________
AGREED AND ACCEPTED as of the date first set forth above.

PRODUCER’S LOAN OUT COMPANY

By:____________________________

Its:____________________________

15
I have read the foregoing Agreement and I agree to render all services and to grant all rights
necessary to enable PRODUCER’S LOAN OUT CORP to comply fully with its obligations under
said Agreement. I agree to indemnify ARTIST by reason of my failure or the failure of
PRODUCER’S LOAN OUT CORP to comply fully with any of my or its obligations. I certify that
my services are rendered as an employee for hire of PRODUCER’S LOAN OUT CORP and I
agree to look solely to PRODUCER’S LOAN OUT CORP for payment of compensation for my
services and discharge of all other obligations of an employer.

____________________________
PRODUCER

16
 EXHIBIT C
LETTER OF DIRECTION

ARTIST
c/o Vaquerano Law, P.C.
2404 Wilshire Blvd, Suite 8A
Los Angeles, CA 90057

Dated as of _____________

SoundExchange
1330 Connecticut Avenue N.W., Suite 300
Washington D.C

Re:

Gentlepersons:

1. We have engaged ______________ f/s/o __________ p/k/a ___________ ("Producer") to

produce the master recording embodying the featured performances of __________ p/k/a
_______________ ("Master") the title of which is listed on the "Repertoire Chart" attached hereto
as Schedule A.

2. We hereby irrevocably request and authorize you to pay to and in the name of Producer's payee
set forth in Section 4 below an amount equal to 20 % of 100% of the monies otherwise payable by you
to us as the "Featured Artist" in respect of the Master. Payment instructions set forth in any "Royalty
Distribution Information for Featured Artist" form or other direction previously submitted by us to you
with respect to the Master is hereby amended to provide that the foregoing percentage of monies
payable to us by you in respect of the Master. Any such form relating to the Master revised or
modified by us in the future shall be subject to an shall not vary the instructions set forth herein unless
this instruction is modified in a writing signed by Producer and us.

3. This letter of direction supersedes any other instruction you have previously received relating
to the Master, and may only be modified if signed by both Producer and us. We hereby authorize
Producer to deliver a fully-executed copy of this letter of direction to you.

4. All monies becoming payable under this authorization shall be remitted to Producer at the
following address or otherwise as Producer directs you in writing:

PRODUCER’S LOAN OUT COMPANY

ADDRESS

17
Very truly yours,

ARTIST

By:_________________________

Its:_________________________

AGREED AND ACCEPTED as of the date first referenced above:

PRODUCER’S LOAN OUT COMPANY

By: ___________________________

Its:____________________________

___________________________
PRODUCER

18
 Schedule 1

Repertoire Chart
1. TRACK TITLE

19