Case 1:24-cv-01457-JPO Document 31-3 Filed 04/01/24 Page 1 of 67
`Case 1:24-cv-01457-JPO Document 31-3 Filed 04/01/24 Page 1 of 67
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`EXHIBIT 3
`EXHIBIT 3
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`Case 1:24-cv-01457-JPO Document 31-3 Filed 04/01/24 Page 2 of 67
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
`
`RODNEY JONES,
`
`~i
`
`Plaintiff,
`
`CASE NO.: 24-1457
`
`Mi
`
`SEAN COMBS,
`JUSTIN DIOR COMBS,
`ETHIOPIA HABTEMARIAM,
`LUCIAN CHARLES GRAINGE,
`KRISTINA KHORRAM,
`CHALICE RECORDING STUDIOS,
`LOVE RECORDS,
`MOTOWN RECORDS,
`UNIVERSAL MUSIC GROUP,
`COMBS GLOBAL ENTERPRISES,
`JOHN and JANE DOES 1-10; and
`ABC CORPORATIONS1-10,
`
`Defendants.
`
`
`1, Martha Braithwaite, declare as follows:
`
`DECLARATION OF MARTHA
`BRAITHWAITE IN SUPPORT OF
`MOTION TO DISMISS OF
`DEFENDANTS UNIVERSAL MUSIC
`GROUP, MOTOWN RECORDS,SIR
`LUCIAN GRAINGE AND ETHIOPIA
`HABTEMARIAM
`
`1.
`
`During the time period applicable to the claimsin this action, I was the Executive
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`Vice President, Business Affairs for the Capitol Music Group, whichisaffiliated with UMG
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`Recordings, Inc. (“UMG Recordings”incorrectly sued herein as “Universal Music Group”). As
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`set forth in the accompanying declaration of Sir Lucian Grainge, UMG Recordings’ Chairman
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`and Chief Executive Officer, UMG Recordingsis incorporated in the State of Delaware, withits
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`principal operating offices in Santa Monica, California. UMG Recordingsis the principallegal
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`entity for all recorded music operations in the United States for the global music and
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`entertainment company colloquially known as “Universal Music Group.” I have personal
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`knowledge ofthe facts set forth in this Declaration and if called and sworn as a witness, I could
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`and would competently testify thereto.
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`2.
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`| amadvised that the Plaintiffin this action has claimed that Motown Recordsis
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`the “parent company” of Love Records, Inc. This is entirely inaccurate. During the relevant
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`timeframe. I was the executive responsible for handling all of the business andlegal affairs for
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`MotownRecords. MotownRecordsis not a separate legal entity, but a record label thatis an
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`unincorporated division of UMG Recordings. Neither Motown Records nor any of UMG
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`Recordings’ subsidiaries or affiliates has any ownership interest in Love Records, Inc. To the
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`contrary. Love Records, Inc. is a company associated with Sean Combs(and I believe owned by
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`him, directly or indirectly).
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`I know this because I negotiated and executed an arm’s length
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`license agreement, for a limited term, on behalf of Motown Records with Love Records,Inc. in
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`May2022. Love Records, Inc. was represented by Kenneth Meiselas, who I am aware has been
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`Sean Combs’ long-time transactional counsel.
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`1 am attaching a redacted copyofthat license
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`agreement hereto as Exhibit A.!
`
`oe
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`Subsequentto executing the license agreement, MotownRecords and Mr. Combs
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`decided that Motown Records would notrelease and distribute the album that Mr. Combs had
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`created. Accordingly, I negotiated and executed a separate document that terminated the license
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`agreement, effective as of February 1, 2023, on behalf of Motown Records. Under the
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`termination agreement, Motownassigned back to Love Records,Inc., on a quitclaim basis. all of
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`MotownRecordsrights asa licensee in the recordings. Accordingly, the termination agreement
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`ended any relationship between Love Records, Inc. and Mr. Combs on the one hand, and UMG
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`| The reason I have redacted the license agreement is because mostof its terms and conditions
`have nothing to do with this action. Rather, the main provisionsthat relate to this action are
`those that address the license. the advance/recording costs and the representations and
`warranties. all of which I have not redacted.
`
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`Recordings on the other hand, and Mr. Combs* company, Love Records, Inc. released the album
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`independently.
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`4,
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`I understand that the Eighth Cause of Action of the Amended Complaint,
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`consistent with the factually false narrative about Motown Records being the parent company of
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`Love Records, Inc., alleges that Motown Records and/or UMG Recordings were responsible for
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`the security at Chalice Studios at which there wasallegedly a shooting (andthat the security
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`provided wasallegedly inadequate).
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`5
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`I can confirm that neither Motown Records nor UMG Recordings were invoiced
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`for and did notpay for security at Chalice Records. Love Records, not Motown Recordsor
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`UMGRecordings, wasresponsible for security at any Love Recordings’ writers’ camp or
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`recording session at Chalice Studios (or anywhere else for that matter).
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`I declare under penalty of perjury under the laws of the United States of America that the
`foregoing is true and correct.
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`Dated: March 2 5, 2024 Martha Braithwaite
`
`
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`EXHIBIT A
`EXHIBIT A
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`
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`DocuSign Envelope ID: 22199EA7-16E9-4200-9252-6BD31480A7D1 :
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`EXCLUSIVE RECORDING AGREEMENT
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`This exclusive recording agreement (“Agreement”)
`
`
`May 4
`_
`is dated as of
`andis by and between
`
`, 2022
`
`MotownRecords, a division of UMG Recordings, Inc., 1750 North Vine Street, Hollywood,
`California 90028 (“Motown”),
`
`-and-
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`Love Records, Inc. c/o Tri Star Sports & Entertainment Group, 9255 Sunset Blvd., 2d Floor, W. Hollywood,
`CA 90069, Attn. Lou Taylor (“you”).
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`Capitalized terms used andnot otherwise defined herein have the meanings assigned or referred to on Exhibit
`B. Rules ofinterpretation for this Agreement are set forth in paragraph 16,13.
`i
`E
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`parasray
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`DocuSign Envelope ID; 22199EA7-16E9-4200-9252-6BD31480A7D1 :
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`
`
`1.
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`SERVICES
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`1.01=(a) During the Term, youshall furnish to Motown the non-exclusive services of Sean
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`Love Combs, individually and professionally knownas “Diddy” (“Artist”) in the Territory solely with respect
`to the Commitment Album, including the non-exclusive right to record Artist’s Performances in connection
`with the Commitment Album. Youshall, and shall cause Artist to, render all services hereunderto the best of
`your and Artist’s respective abilities, in accordance with first-class standards of performance for the
`production of Recordingsin the recording industry and in compliance with the terms hereof.
`
`Notwithstanding anything to contrary contained herein, during the Term, neither you
`(b)
`nor Artist shall, at any time, release or otherwise exploit (or authorize or permit any Personto release or
`otherwise exploit) another EP, Album or so-called “mixtape” (“Project”) principally featuring the
`PerformancesofArtist(i.e., a Project by Artist or where Artist is designated as a so-called “main” or “primary
`artist” on the Project) or another similarlytitled or branded Project (e.g., “Off The Grid 2” or “Love Album2”,
`depending onthe final title of the Commitment Album) (such Projects, “Artist Projects”). For the avoidance of
`doubt, Artist Projects does not include a Project principally featuring Performances of anotherartist signed to
`you, produced byArtist and/or individual Recordings embodying Artist’s Performancesas a side artist (evenif
`designated as a “primaryartist”) in connection with such Recording.
`
`1.02
`
`Intentionally omitted.
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`Neither you norArtist shall, at any time, do (or authorize or permit any Personto do) anything
`1.03
`inconsistent with, or that might diminish, impair or interfere with, any of Motown’s rights or the full and
`promptperformanceofyour obligations hereunder. Without limitation of the foregoing, except as otherwise
`permitted herein, neither younor Artist shall: (a) authorize or permit the exploitation ofArtist Projects during
`the Term and anywherein the Territory by any Person other than Motownfor any purpose (and shall take
`reasonable measures to prevent the same); (b) authorize or permit any Person other than Motownto
`manufacture, distribute, sell, market, promote or otherwise exploit Recordings delivered to Motown and
`released by Motownhereunderas part of the Commitment Albumor in connection therewith during the
`License Period and anywherein the Territory (and shall take reasonable measures to prevent the same), unless
`otherwise agreedto in writing and in advance bythe parties hereto (e.g., as part of a label waiver or third-party
`clearance (such approved exploitations, “Reciprocal Uses’’)); or (c) during the License Period and throughout
`the Territory, use, or authorize or permit any Person other than Motownto use youror Artist’s names,
`likenesses (including anypicture, portrait or caricature) or biographyin connection withthe sale or other
`exploitation of Recordings or Records delivered to Motown and released by Motownhereunderaspart ofthe
`Commitment Album orin connection therewith, unless otherwise agreedto in writing and in advance by the
`parties (including in connection with Reciprocal Uses). If you or Artist becomes aware of any unauthorized
`recording, manufacture, distribution, sale, use or other activity by any Person contrary to the restrictions
`herein, youshall notify Motownof suchactivity and cooperate with Motownin anyaction, proceeding or
`other efforts Motown commences against such Person.
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`DocuSign Envelope ID: 22199EA7-16E9-4200-9252-6BD31480A7D1 =
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`2,
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`TERM
`
`The term of this Agreementwill consist of an initial contract period (““Term’’). (The Initial
`2.01
`Period is sometimesreferred to as a “Contract Period.”) The Initial Period starts on the date first set forth
`above and will continue, unless extended as provided herein, until the last day of the 9th full calendar month
`following the month in whichtheinitial commercialrelease in the US(i.e., the USretail street date) of the
`Commitment Album Delivered by you occurs.
`
`2.02
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`[Intentionally omitted].
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`3.
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`RECORDING COMMITMENT AND DELIVERY OBLIGATIONS
`
`During the Term, you shall Deliver to Motowna sufficient number of newly recorded audio-
`3.01
`only Subject Recordingsto fulfill your Recording Commitmentthat are technically satisfactory to Motown in
`its goodfaith discretion for the production,sale and other exploitation of Records (each, a “Commitment
`Subject Recording”). No Multiple Albums,“live”or“in concert’-type Recordings, or “cover” Recordings will
`apply toward your Recording Commitment without Motown’s written consent (which Motown may withhold
`for any reason), and Motownwill not be required to make any payments in connection with any such
`Recordings (except for any royalties payable hereunder if Motown Exploits any such Recordings).
`
`During the Term, you shall Deliver to Motowna sufficient number of Commitment
`(a)
`3.02
`Subject Recordings(that satisfy the requirements of paragraph 3.01) for one Album,it being understoodthat
`such Commitment Subject Recordingsshall be curated by Artist and principally feature the performances of
`other recordingsartists (suchartists, “Featured Artists”) (but which mayinclude Artist’s services as a
`performer, producer and/or songwriter). The Album to be recorded and/or Delivered as part of your Recording
`Commitmentis sometimesreferred to herein as a “Commitment Album”andistentatively titled “The Love
`Album”. Notwithstanding the foregoing, subject to your and Motown’s prior written approval, in lieu of
`Delivering an Album,for the purposesofsatisfying your obligations underthis paragraph 3.02, you may
`instead elect to Deliver to Motown at least 10 Commitment Subject Recordings, which may be released
`individually or collectively as Singles and/or EPs.
`
`Simultaneously with the Delivery of the Commitment Album (or on such other date
`(b)
`mutually approved in writing by you and Motown), you may (but shall not be obligated to) Deliverto
`Motownadditional Subject Recordings for use by Motown in connection with the applicable Commitment
`Album (e.g., retail exclusives, international versions, “deluxe” Albums) (“Other Commitment Subject
`Recordings”). All costs of recording the Other Commitment Subject Recordings will constitute Recording
`Costs incurred in connection with the Commitment Album concerned, and Motownshall pay such costs
`pursuant to an Authorized Budget for such Subject Recordings and may deduct such costs from the
`Recording Fund for such Commitment Album. No additional Advanceswill be payable to youor Artist in
`connection with the Other Commitment Subject Recordings.
`
`The Commitment Album(s) and the Other Commitment Subject Recordings for each
`(c)
`Contract Period are sometimescollectively referred to herein as your “Recording Commitment.” If Motown
`accepts a Multiple Album in satisfaction of your Recording Commitment, such Multiple Album will countas
`only one (1) Album for purposes of the Recording Commitmentand the computation of the applicable
`Recording Fund or Advance. For purposesof fulfilling the Recording Commitment in any Contract Period,
`separate Recordings of the same Composition will be deemed to collectively constitute one Track.
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`Youshall Deliver to Motown the Commitment Album by a mutually designated date based on
`3.03
`the commercial release date designated by you (in consultation with Motown) for such Commitment Album.
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`DocuSign Envelope ID: 22199EA7-16E9-4200-9252-6BD31480A7D1 =
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`Inconnection with each Subject Recording and Album that you are required to Deliver
`3.04
`hereunder, unless you and Motownotherwise approve in writing, you shall deliver to Motownall of the
`Recordings, documents, materials and information set forth on Exhibit C, in accordance with the termsset
`forth in Exhibit C (collectively, “Delivery Elements”). Motown mayrevise the Delivery Elements at any time
`(e.g., in order to conform to technological or commercial changesin the recording industry) by providing you
`with an updated version of Exhibit C. Without limiting or relieving you from your obligations, Motownwill
`use commercially reasonable efforts to provide administrative assistance with respect to certain items on
`Exhibit C (e.g., sample clearances, mechanicallicenses, label waivers, union matters,etc).
`
`3.05 Without limitation of any of Motown’s rights or remedies hereunder, if you fail to timely
`Deliver any Commitment Album or Subject Recordings (unless (a) caused solely by either a Force Majeure
`Event or by Motown’s wrongful acts or omissionsor (b) approved in writing by Motown,provided that
`Motown’s paymentof (or agreement to pay) such excess shall not be deemed approval by Motown), and
`Motownpaysor incurs any expensesbyreasonthereof, such amounts will constitute Overages. Motown’s
`election to make a paymentto you that is due upon Delivery of such Commitment Album or to release any
`Record derived from such Album or Subject Recordings will not constitute an acknowledgmentthat such
`‘Delivery” was properly made, and Motown will not be deemed to have waivedeitherits right to require
`complete and proper Delivery or its remedies for your failure to do so.
`
`3.06 Without limitation of anything contained in this Article 3, Motown mayreject any Subject
`Recording or other Basic Work that: (a) Motown reasonably believesis patently offensive to reasonable
`standards of public taste, contains an obscenity, violates any Law, infringes or violates the rights of any Person,
`or may subject Motownto (i) regulatory action,(ii) scrutiny from a governmental organization or bodyor(iii)
`Losses; or (b) includes an endorsement or commercialtie-in that was not pre-approved by Motownin writing
`(provided that Motownshall not unreasonably withhold such approval, and provided further that referencesto
`DeLeén and Ciroc are hereby pre-approved by Motownas long as such references do not conflict with any
`third-party guidelines, rulesorrestrictions imposed on Motownor otherwise hinder Motown’s ability to exploit
`or fully monetize such Basic Works in accordance with the terms of this agreement (including without
`limitation, standard monetization of any AV Recordings on YouTube). For the avoidance of doubt,
`notwithstanding anything to the contrary contained herein, Motown shall have no obligation to approve any
`endorsement or commercial tie-in that Motown reasonably believes, in its goodfaith business judgment, would
`cause a Basic Workto be “demonetized”, blocked or otherwise negatively targeted by a third-party digital
`service provider.
`
`4.
`
`RECORDING PROCEDURES
`
`4.01 With respect to each Subject Recording to be recorded hereunder during the Term, you shall
`designate each of the following elements in meaningful consultation with Motown(collectively, “Recording
`Elements”): (a) the individual producer; (b) engineer/mixers(s); (c) musicians and vocalists; (d) the dates and
`places of recording; and (e) the Compositionsto be recorded; provided that yourdecision shall control in the
`eventof a dispute. For the avoidance of doubt, yourfailure to consult with Motown in connection with Subject
`Recordings recordedprior to the Term shall not be deemed a breach hereof and yourinadvertent failure to
`consult with Motown in connection with Subject Recordings recorded during the Term shall not be deemed a
`breach hereof. Subject to the termsof this Article 4, you shall engage all artists, producers, musicians and other
`personnel(collectively, “Production Personnel”) for all recording sessions hereunder and, unless you request
`for Motownto handle, you shall handle all scheduling and bookingofall studio time during the Term.
`Motown’s representatives may attend any recording sessions hereunder at Motown’s non-recoupable
`expense.
`
`Youshall submit to Motownfor its approval a written budgetlisting all Recording
`(a)
`4.02
`Costs to be incurred by Motown in connection with such Commitment Album and its Other Commitment
`Subject Recordings (such approved budget, the “Authorized Budget”); provided that Motown will not
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`DocuSign Envelope ID: 22199EA7-16E9-4200-9252-6BD31480A7D1 -:
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`withhold its approval if the Authorized Budget does not exceed the then-current balance ofthe applicable
`Recording Fund.
`
`Unless the parties otherwise agree in writing and in advance, Motownshall administer
`(b)
`the Authorized Budget and shall pay Recording Costs for the production of Subject Recordings under your
`Recording Commitment in an amount not to exceed the Authorized Budget therefor(it being understood that
`you previously incurred orpaid certain actual, third-party and bonafide Recording Costs in connection with the
`Commitment Album and Motownis reimbursing youfor such Recording Costs under paragraph 7.02(a) (such
`costs to be reimbursed, “Prior Album Costs” and such reimbursement, the “Recording Cost
`Reimbursement’), Following the execution hereof, you shall submit to Motown a summaryofthe Prior
`AlbumCosts for Motown’s records (e.g., to ensure there is no double payment). Without limiting Motown’s
`otherrights or remedies, ifit reasonably appears to Motownthat the Recording Costs for any Subject
`Recordings will exceed the Authorized Budgettherefor, or that the Subject Recordings being produced will
`not conform to the requirements set forth herein, Motown may immediately cease advancing Recording Costs
`unless you establish to Motown’s reasonable satisfaction that: (i) you can and will pay or reimburse Motown
`for any Recording Costs in excess of the Authorized Budget, or(ii) the Subject Recordings being produced
`will conformto the requirements set forth herein, as applicable. If Motown advances any excess Recording
`Costs underthis paragraph 4.02(b)
`(excluding excess Recording Costs (i) causedsolely byeither a Force
`Majeure Event or Motown’s wrongful acts or omissions or (ii) approved in writing by Motown, providedthat
`Motown’s payment of(or agreement to pay) such excess shall not be deemed approval by Motown). such
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`amounts will constitute Overages.
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`DocuSign Envelope ID; 22199EA7-16E9-4200-9252-6BD31480A7D1 :
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`Subject to the terms ofthis Article 4, you shall engage each producerpursuantto a
`(a)
`4.04
`written producer agreement containing material terms approved by Motown(not to be unreasonably withheld),
`and you will be solely responsible for the negotiation, drafting and execution of each producer agreement.
`Except as set forth in paragraph 4.04(b), youwill be solely responsible for and shall payall royalties and other
`compensation that maybe payable to any producers of Subject Recordings orother similar royalty participants
`that renderservices in connection with the production of Subject Recordings hereunder.
`
`Notwithstanding anythingto the contrary in paragraph 4.04(a), if, as an
`(b)
`accommodationto you, youdesire that Motown payany advances, fees or royalties to any produceror other
`third-party royaltyparticipant on your behalf, youshall deliver to Motowna fully executed “letter of direction”
`(“LOD”) substantially similar to the form of Exhibit E, unless Motownotherwise agrees in writing. If Motown
`makes any such payments priorto the receipt of suchletter ofdirection, they will be deemed made pursuant to
`the terms set forth on Exhibit E, unless Motownotherwise agrees in writing. For the avoidance of doubt and
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`DocuSign Envelope ID; 22199EA7-16E9-4200-9252-6BD31480A7D1 :
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`without limitation ofthe foregoing set forth above in this paragraph 4.04(b), Motownshall be under no
`obligation to accept any LOD whichhas not been delivered to Motownwithin twenty-four (24) months
`following the initial commercial release of the Subject Recording(s) concerned. Notwithstanding anything to
`the contrary contained in this paragraph 4.04(b), but subject to the immediately preceding sentence, Motown
`shall not reject an LODwith respect to a producerorotherthird-party royalty participant providedthat (1) such
`party’s services are embodied on a Basic Work Exploited by Motown hereunder,(ii) the fees and royalties
`payable to such third party were previously approvedin writing by Motown(such approval not to be
`unreasonably withheld andprovidedthat an aggregate all-in royalty rate of 20% payable toall third-parties in
`connection with a given Subject Recording is hereby pre-approved), and (iii) you have delivereda fully
`executed agreement with respect to such third partythat contains the standard terms andconditions necessary
`for Motown to exercise its rights hereunder(including all exploitation rights contemplated herein with respect
`to all Basic Works and the marketing and promotionthereof, it being understoodthat such agreements may
`include standardrestrictions (e.g., approval of nameand likeness,etc.)).
`
`ARTWORK AND PACKAGING
`
`LA
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`DocuSign Envelope ID: 22199EA7-16E9-4200-9252-6BD31480A7D1 =
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`6.
`
`7.
`
`INTENTIONALLY OMITTED
`
`CERTAIN DEDUCTIONS AND ADVANCES
`
`Withrespect to the Commitment Album, the “Recording Fund” will be equal to Two Million
`7.01
`Dollars ($2,000,000).
`
`7.02
`
`Promptly following full execution of this Agreement, from the Recording Fund forthe
`(a)
`Commitment Album, Motownshall pay you an amount equal to One Million Three Hundred Thousand Dollars
`($1,300,000) as the Recording Cost Reimbursement (whichshall be deemed a Deduction hereunder); and
`
`Conditioned upon the full performance of your then-current, material obligations
`(b)
`hereunder, Motown shall pay youthe following monies:
`
`If you Deliver the Commitment Album prior to Motown’s commercial release
`(i)
`thereof, then in connection with your Deliverythereof, promptly following the Delivery of that Albumor, iflater,
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`promptly following Motown’s final determination of the Recording Costs for thatAlbum, an Advance fromthe
`Recording Fund for that Album in the amount, if any, by which the applicable Recording Fund exceeds the
`Recording Costs for that Album, less the amount payable to you under paragraph 7.02(a).
`
`Deliverythereof:
`
`(ii)
`
`If Motown commercially releases the Commitment Album prior to your
`
`Promptly following the commercial release by Motownofthat Album,
`(A)
`a payment fromthe Recording Fund for that Albumin the amount, if any, by which the applicable Recording
`Fund exceeds the Recording Costs for that Album, less (A) the amount payable to you under paragraph 7.02(a),
`and (B) the Delivery Reserve. The “Delivery Reserve” shall be an amount equal to the aggregate amount of
`outstanding Recording Costs for the Commitment Albumat the time such Album is commercially released, which
`Motownshall use commercially reasonable efforts to determine in good faith promptlyafter the release of such
`Album.
`
`Promptly following your Delivery of each Commitment Album, orif
`(B)
`later, promptly following Motown’s final determination ofthe Recording Costs for that Album, a payment from
`the Recording Fund for that Albumin the amount, if any, by which the applicable Recording Fund exceedsthe
`Recording Costs for that Album, less the amount payable to you under paragraph 7.02(a) and the Advance
`
`payable to you under paragraph 7.02(b)(ii)(A).
`
`Ifthe Recording Costs and other Advancespaid or reimbursed by Motownfor any Recording
`7.03
`in fulfillment of your Recording Commitment exceed the applicable Recording Fund designated underthis
`Article 7, such amounts will constitute Overages, unless otherwise agreedto in writing by Motown(or if due to
`Force Majeure Event or Motown’s wrongful acts or omissions).
`
`In addition to those Advancesset forth in paragraph 7.02(b), 7.02(c) and 7.03, the following
`7.04
`costs paid or incurred by Motownor an Affiliate/Principal Licensee will constitute Advances: (a) all costs
`incurred with your prior written consent in connection with Artist’s professional development activities
`(including vocal coaching, acting lessons, choreography lessons, personal trainers, cosmetic dental work) or
`articles of dress or styling for Artist (provided that Motownshall have no obligation hereunderto incur such
`costs, and provided further that if you request or approve suchactivities or articles of dress or styling, then the
`related costs shall be deemedapprovedfor the purposes hereof); (b) [intentionally omitted].
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`Page 9
`Love Records (The Love Album) - Recording Agreement.EXECUTION
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`
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`Case 1:24-cv-01457-JPO Document 31-3 Filed 04/01/24 Page 15 of 67
`Case 1:24-cv-01457-JPO Document 31-3 Filed 04/01/24 Page 15 of 67
`DocuSign Envelope ID: 22199EA7-16E9-4200-9252-6BD31480A7D1 =
`
`Upon your written request and delivery to Motownof the necessary documentation (as
`7.05
`determined by Motowninits sole, good-faith business judgment), solely as an accommodation to you, Motown
`shall pay all “per record” royalties and union scale payments required to be paid to Artist or third parties in
`connection with Subject Recordings commercially released hereunder; provided that the foregoing will not
`relieve you of your responsibility for making such payments. All payments made by Motownat your request
`will constitute Deductions for purposes hereof, and Motownwill have noliability by reason of any erroneous
`paymentorfailure to comply with such authorization. You shall indemnify and hold Motown harmless (in
`accordance with the terms of paragraph 15.07) against any claims asserted against any of the Motown
`Indemnified Parties, and any damages, losses or expenses any of the Motown Indemnified Parties incur, by
`reason of any such paymentor otherwise in connection with such authorization.
`
`8.
`
`RIGHTS
`
`As between Motownand you, you are the sole, exclusive and perpetual ownerofall
`(a)
`8.01
`Basic Works (including all copyrights thereto) hereunder. Motown is the sole, exclusive licensee, solely during
`the License Period and throughoutthe Territory of all Basic Works (excluding the copyright in any
`Compositions contained therein) from the inception of the creation thereof, free of any claims whatsoever by
`you, Artist, or any other Person. You hereby grant Motown,during the License Period and throughoutthe
`Territory, a licenseto all right and interest in: (i) the copyrights to the Basic Worksandall renewals and
`extensions thereof(including all rights of the owner of copyright specified in §106 of the US Copyright Act and
`under the Lawsofany foreignstate, territory or country); (ii) all rights of use and control of the Basic Works;
`and(iii) any reproductions or copies made thereof. You and Artist agree that, for purposes of copyright law
`and as betweenthe parties hereto, each Basic Work, from inception of creation, will be deemed a work
`exclusively licensed to Motown during the License Period by you, Artist and all other Persons rendering
`services in connection with such Basic Work. You and Artist shall, upon Motown’s reasonable request, cause
`to be executed and delivered to Motown any documents that Motown deemsnecessary or appropriate to vestin
`Motownthe rights granted to Motownherein, and you andArtist irrevocably appoint Motownasyourlimited
`attomey-in-fact for the sole, limited purpose of executing such documents in your names. Motownshall give
`you five (5) business days’ notice before signing any document in your name, provided Motown may
`dispense with that waiting period when necessary, in Motown’s reasonable business judgment, to protect or
`enforce Motown’s rights. As a non-material obligation hereunder, Motownshall provide you with copies of
`documents signed by Motownin youror Artist’s name. In accordance with the foregoing, Motown may record
`Motown’s exclusive license in the Basic Works with the appropriate Copyright Office or register the copyright
`in each Subject Recording on your behalf in your name, subject to the terms of this paragraph 8.01. You and
`Artist waive all moral rights (or equivalent thereof) available to you in connection with each Basic Work and
`all Controlled Compositions hereunder. Notwithstanding anything to the contrary contained herein, during the
`six-month period immediately following the License Period (“Sell-Off Period”), Motown may continue to
`non-exclusively Exploit Physical Records embodying Subject Recordings in accordance with the terms hereof.
`Motownshall not: (A) manufacture excessive copies of Physical Records embodying Subject Recordings in
`anticipation of the end of the License Period; or (B) manufacture additional Physical Records embodying
`Subject Recordings during the Sell-Off Period. With respect to Licensing Exploitations authorized during the
`License Period, Motown maycontinue to Exploit such Subject Recordings via such authorized uses and the
`terms contained therein.
`
`Without limiting the generality of the foregoing, during the License Period and
`(b)
`throughout the Territory, Motown will have the exclusive right to (i) create, reproduce, manufacture, sell,
`distribute, advertise, license, publicly perform, synchronize with any medium (including motionpictures,
`commercials and video games), compile and recompile, remix, edit or adapt, exhibit, publicly display or
`otherwise exploit the Basic Works, and Records and Reproductions containing Basic Works, by any method,
`or in any media, now orhereafter known or developed, under any trademarks, trade namesor labels, for any
`purposes, and(ii) lease, license, convey or otherwise use or dispose of any Basic Works, by any method,or
`in any field of use, now or hereafter known or developed, on any terms Motown approves; or Motown may
`
`Page
