This performer agreement (the “Agreement”) is entered into between Suresong Music Inc. and the undersigned as of October 1, 2020 (the “Effective Date”). Producer and Performer are each a “Party”, and collectively, the “Parties”. In consideration of the mutual obligations contained in this Agreement, including Performer’s opportunity to be involved with this initiative, the receipt and sufficiency of which is confirmed by the Parties, the Parties agree as follows:
Suresh Singaratnam wrote the composition A Canadian Christmas (the “Composition”). Performer intends to create an audio-visual recording of Performer performing the Composition (the “Recording”) and deliver the Recording to Producer. Producer is producing multiple audio and audio-visual compilations of the Composition using the Recording and the recordings provided by others (the “Compilations”). The master recordings, both audio and audio-visual, of the Compilations, shall be referred to collectively as the “Masters”.
For Performers who deliver a Recording of a performance of the entire Composition (a cappella, and synchronized to the click track), if Performer provides a written request to Producer for their a cappella track added to a MIDI generated instrumental backing track, Producer shall do so when it is able to do so.
Digital and/or physical copies of the sheet music sent to Performer may not be duplicated or otherwise shared digitally or physically with other parties without prior written approval.
Producer may use and display Performer’s name and/or stage name in association with the Compilations. However, if Performer provides written notice to Producer to remove any reference to Performer, Producer shall as of that notice being deemed delivered stop using Performer’s name and/or stage name.
Performer releases Producer and its representatives, successors, assigns, and licensees from all manner of actions, causes of action, demands whatsoever which Performer or Performer’s heirs, executors, administrators or assigns can, shall or may have at any time as a result of any act, matter or thing whatsoever arising out of or in connection with the grant of rights granted in this Agreement.
The Parties each represent and warrant to the other that they are free to enter into this Agreement and have the necessary power, capacity and authority to, and are not under any obligation or disability, created by law or otherwise, which in any manner or to any extent prevents or restricts the Party from entering into this Agreement and fully and freely performing all of their obligations under this Agreement and providing the grants of rights contained herein. Each Party shall indemnify and hold harmless the other Party (and their licensees and assigns, and the directors, officers, and agents of the foregoing) from and against any claim, loss, liability, judgment, cost or expense, including reasonable external lawyer’s fees, suffered or incurred by the Party as a result of or by reason of any breach by the indemnifying Party of their obligations, representations or warranties under this Agreement, other than claims arising from or in connection with the breach of this Agreement by the claiming Party and claims arising as a result of the negligence, gross negligence, fraud or acts of gross misconduct by a claiming Party in the performance of their duties or any other obligation under this Agreement. Producer shall have the right to assume the defense of any such claim or liability. Performer shall consult with Producer upon Producer’s request with respect to claims. Producer’s decisions regarding any proposed settlements shall be final and shall not abrogate or diminish Performer’s obligation to indemnify Producer as set forth herein.
If Performer breaches this Agreement, Producer shall be entitled to seek any available equitable relief, including but not limited to injunctive relief. The remedies of Producer shall be cumulative and the exercise of one shall not preclude the exercise of any remedy for the same or any other disability or default. The sole right of Performer as to any breach hereunder by Producer shall be the recovery of monetary damages. The rights granted herein shall not terminate by reason of such breach. In no event may Performer terminate this Agreement or seek injunctive or other equitable relief with respect to any breach of Producer’s obligations herein. No act or omission of a Party hereunder shall constitute an event of default or breach unless a Party shall first notify the other Party in writing setting forth the alleged breach or default and the relevant Party does not cure the same within thirty (30) business days after receipt of such notice.
This Agreement shall replace and supersede all previous arrangements, understandings, representations or agreements (written or oral, express or implied) between the Parties with respect to the subject matter herein. This Agreement may be modified only by a written instrument duly executed by the Parties. No waiver by a Party of any default, misrepresentation or breach of warranty or covenant hereunder, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. This Agreement shall be governed by and construed under the laws and judicial decisions of the Province of Ontario, without regard to conflict of laws principles. All claims, disputes or disagreements which arise out of the interpretation, performance or breach of this Agreement shall be submitted exclusively to the jurisdiction of the provincial and federal courts in Toronto, Ontario. This Agreement shall inure to the benefit of and be binding upon each of the Parties and their respective permitted successors, assigns, heirs, executors, administrators and legal and personal representatives. If there shall exist any conflict between any provision contained herein and any such law or policy, the latter shall prevail; and the provision or provisions herein affected shall be curtailed, limited or eliminated to the extent (but only to the extent) necessary to remove such conflict; and as so modified this Agreement shall continue in full force and effect. All notices must be in writing and delivered by personal delivery, courier, or email, to the Party at the address listed above or to another address as a Party advises in writing. Notices delivered personally or by email are deemed to have been received when they were delivered, unless they are received after 5pm (in the recipient’s time zone), in which case they will be deemed delivered the following business day. This Agreement is a contract for the provision of independent services by Performer to Producer. There is no partnership or employer-employee relationship between the Parties. Producer may assign this Agreement or any part hereof, and may sell, assign, transfer, license or otherwise dispose of any or all the rights granted to Producer herein. Performer may not assign this Agreement. The Parties acknowledge that they have each had, or had the opportunity to obtain, independent legal advice, they each understand their rights and obligations under this Agreement, they are each signing this Agreement voluntarily; and that notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty will not be construed against any Party by reason of the authorship of any of the provisions hereof.