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PRO-INVESTOR AGREEMENT This investment agreement (“Agreement”) is entered into as of January 17, 2014 (“Effective Date”) by and between: ________ (the “Artist”) residing at ___________________________and ___________ Inc. (the “Artist”) a corporation with an address at ________________________ . WHEREAS the parties to this Agreement seek to advance the career of Artist, they agree as follows: Note that the Artist is entering into this agreement as an individual, not as a company. This will expose the Artist’s personal assets to liability. 1. INVESTMENT: Investor agrees to invest Seventy Thousand Dollars ($70,000) (the “Investment”) pursuant to the terms of this Agreement. The Investment shall be used for the specific purposes set forth in Paragraph 2 below. The investment shall be made in two installments as follows: (i) Thirty-five Thousand ($35,000) upon execution; and (ii) provided that Artist strictly complies with all his contractual obligations herein, Thirty-five Thousand ($35,000) within ninety (90) days of the Effective Date. Note that the Artist must strictly comply with the contract if he is to receive the second installment. 2. EXPENDITURE OF THE INVESTMENT: Artist agrees to use the Investment for the following specific purposes only: (i) produce two (2) albums of recorded music featuring the Artist; and (ii) implement the marketing plan attached as Schedule A (the “Marketing Plan”). Company shall have approval over any other use of the Investment that Artist may desire. Unlike the pro-Artist agreement, the Artist in this case cannot change the marketing plan if she feels that changing circumstances dictate that the monies should be spent in a manner that the Investor has not approved. 3. INVESTMENT RETURN: As consideration for the Investment, Investor shall receive a total of forty per cent (40%) of “Net Profits” (as defined below) earned by Artist, and that that sum shall be referred to herein as the “Investment Return.” The Investment Return shall be paid by Artist to Investor on a semi-annual basis as set forth in more detail below. 1 The rate of return is relatively high compared to the amount of the investment. 4. ARTIST: The Artist shall use best efforts to launch, sustain, and advance the profitability of his career. 5. DEFINITIONS: a. “Net Profits,” for the purposes of this Agreement, shall mean Gross Earnings as defined below minus Expenses. “Gross Earnings,” for the purposes of this Agreement, shall mean all income actually received by Company or Artist from the Artist’s activities in the Entertainment Marketing including performance fees, sponsorship fees, endorsement fees, advances, guaranties, recording royalties, salaries, bonuses, deferred compensation, union payments, equity or shares in corporations or partnerships, shares of profits, or any other form of compensation or income. Notwithstanding anything to the contrary in the foregoing: (i) the Investment shall not be deemed to be Gross Earnings, and (ii) salaries, benefits including insurance and pensions, and/or any other fees paid to employees or agents of Company or Artist shall not be deemed to be Gross Earnings. b. “Expenses,” for the purposes of this Agreement, shall mean (i) any actual recording or video production costs paid to unaffiliated and unrelated third parties in connection with Artist’s recording or video recording of the Artist, (ii) any actual tour support costs, including sound, lighting, equipment rental, transportation, accommodations, and lodging paid in connection with Artist’s live performances, (iii) any actual bona fide documented payments to any third party in connection with advancing the Artist’s career in the Entertainment Industry such as monies paid in connection with marketing, public relations, publicity, branding and image consulting, website development, artist management, marketing management, booking agents, accounting and legal fees, photography, wardrobe and styling, radio promotion, manufacturing and packaging, digital distribution or any other out-of-pocket expenses incurred in connection with the Artist activities in the Entertainment Industry; (iv) any monies needed to maintain corporate offices and a recording studio including rent, furnishings, recording equipment, electricity, phone, any computers, etc., (v) up to Five Hundred Thousand Dollars ($500,000) for any salaries and/or benefits paid to employees or agents of the Artist, and (vi) all taxes payable by the Artist including federal, state and city income taxes, and sales taxes. c. “Entertainment Industry,” for the purposes of this Agreement, shall mean Artist’s activities in the entertainment industry as follows: (i) live performance as a music performer or dancer; (ii) music recordings and records including sale, lease or rental of music recordings in any media throughout the world now know or hereafter developed; (iii) music videos and concert films; (iv) all aspects of motion pictures and the motion picture Marketing including performance, directing, writing and producing; (v) all aspects of television and the television Marketing including performance, directing, writing, and producing; (vi) licensing music recordings for television, movies, commercials, and electronic or video games; (vii) merchandise of any sort including clothes, posters, stationary, etc., or endorsements of any product or service; (viii) any project associated with digital entertainment content involving the Internet, mobile or any other technology now known or hereafter developed; (ix) all aspects of book publishing 2 including writing; (x) all aspects of live theatre and the theatre Marketing including acting, performing, directing and producing. For the avoidance of doubt this Agreement does not pertain or apply to any income received on behalf of any other artists or individuals except the Company or Artist. 6. DURATION OF THE INVESTMENT RETURN: Notwithstanding anything to the contrary herein, the Investor shall be entitled to the Investment Return for a period of ten (10) years (the “Term”) from the date of this Agreement, provided that the Term will continue after that period (the “Extended Term”) if the Investor has not received at least one hundred percent (100%) of the original Investment of Seventy Thousand Dollars ($70,000). For avoidance of doubt, the Extended Term will continue until the Investor has received at least One Hundred and Forty Thousand dollars ($140,000). Note that the cap of ten years is long compared to the amount of the investment. Also, note that the investor is guaranteed at least 100% return no matter how long it takes. 7. RIGHT TO MAKE ADDITIONAL INVESTMENT: The Investor shall have the right to invest up to an additional One Hundred Fifty Thousand Dollars ($150,000) at any time(s) before the expiration of the Term (“Additional Investment”). The Investment Return for such Additional Investment shall be the same as for the original Investment, that is, forty percent (40%) of Net Profits. The Investor shall have the right to receive the Investment Return on such Additional Investment from the time the Additional Investment is made for a duration of seven (7) years (the “Additional Investment Term”), provided that the Additional Investment Term will continue after that period if Investor has not received at least one hundred percent (100%) of the Additional Investment. By way of example, if the Investor chooses to an additional Seventy- Five Thousand dollars ($75,000), he would be entitled to 40% of Net Profits for seven (7) years from the date of that Additional Investment, provided that the Additional Investment Term would continue until the Investor has received at least One Hundred Fifty Thousand dollars ($150,000) in connection with that Additional Investment. The purposes for which such Additional Investment shall be used shall be mutually approved by the parties at the time the Additional Investment is made. The Investor shall have the right to make an Additional Investment in any amount or at any time in his discretion provided that the total Additional Investment shall not exceed One Hundred Fifty Thousand dollars ($150,000) without the approval of Artist. If the Investor makes more than one Additional Investment, the Additional Investment Term for each Additional Investment shall start from the date of the Artist’s receipt of each Additional Investment. At no time would the Investor’s Rate of Return exceed forty percent (40%) of Net Profits. This provision gives the Investor the right to make additional investments. In this manner, the Investor can put more money in if the Artist starts making a lot of money. In that case, the Investor greatly increases his chances of a good return on his investment. 3 8. ACCOUNTING AND PAYMENT: Artist shall account to Investor on a semi-annual basis starting July 1, 2014 and continue until the expiration of the Term by furnishing statements and any payments due to Investor after deduction of permissible Expenses. Each such accounting statement shall include a description of any transaction subject to this Agreement including identification of any third party, the amount paid and the nature of the products and/or services for which payment was made. Each such accounting statement shall cover all relevant transactions for the immediately preceding semi-annual period. 9. AUDIT: a. Investor shall have the right, at any time, to give Artist written notice of Investor’s intention to examine Artist's books and records with respect to each accounting statement. Such examination shall occur no more than once each year and be commenced no sooner than one (1) month and no later than three (3) months after the date of such notice, at Investor’s sole cost and expense, by any certified public accountant or attorney designated by Investor, provided that he or she is not then engaged in an outstanding examination of Artist's books and records on behalf of a person other than Investor. Such examination shall be made during Artist's usual Marketing hours at the place where Artist maintains the books and records which relate to Investor, and which are necessary to verify the accuracy of the statement or statements specified in Investor’s notice to Artist. Artist shall have no obligation to produce such books and records more than once every year. b. Unless Investor provides a notice to examine Artist’s books and records within six (6) months of receipt by Investor of any financial statement, each such statement rendered to Investor shall be final, conclusive and binding on Investor and shall constitute an account stated. Investor shall be foreclosed from maintaining any action, claim or proceeding against Artist in any forum or tribunal with respect to any statement or accounting rendered hereunder unless such action, claim or proceeding is commenced against Artist in a court of competent jurisdiction within one (1) year after the date that such statement or accounting is received by Investor. (c) Investor acknowledges that Artist's books and records contain confidential trade information. Neither Investor nor Investor’s representatives will communicate to others, or use on behalf of any other person, any facts or information obtained as a result of such examination of Artist's books and records, except as may be required by law or judicial decree. 10. LEGAL COUNSEL: Artist hereby acknowledges that he has sought and received legal advice from independent counsel or that he has voluntarily waived his right to independent counsel with respect to the terms and provision contained in this Agreement. 11. INDEPENDENT CONTRACTOR: Investor and Artist shall have the relationship of independent contractors. Nothing herein shall be construed to place Investor and Artist in the relationship of principal and agent, employer and employee, master and servant, partners, or joint venturers, and neither party shall have expressly or by implications, represented themselves as having any authority to make contracts in the name of, or binding on, each other, or to obligate the other in any manner. 4 12. NOTICES: Notices, reports, accountings or other communication which the Investor or the Artist may be required or desires to send to the other, must be delivered EITHER by: a. Certified mail, return receipt requested to the parties at the addresses first written above or other address to be designated by Investor or Artist. b. Electronic mail at the following addresses: (i) for Artist: ___________________ (ii) for Investor: ___________________ 13. ASSIGNMENT: Investor may assign this Agreement or any of his rights hereunder to any person, firm, or corporation including a corporation in which the Investor is a principal, provided that (i) Investor shall remain responsible for any payments required to be made under this Agreement, and (ii) the assignee has the necessary cash on hand to make any payments required under this Agreement. Artist may not assign, sell, transfer or convey this Agreement or any of its obligations herein without the written approval of the Investor. 14. ENTIRE UNDERSTANDING: This Agreement constitutes the entire understanding between the parties with reference to this matter, and supersedes all prior agreements, written or oral. This Agreement cannot be modified except by written instrument signed by the parties. 15. GOVERNING LAW: This Agreement is made, and is to be construed under the laws of the State of New York with respect to contracts to be executed and performed in this State. 16. ENFORCEMENT: If any provision of this Agreement shall be found invalid or unenforceable, then such provision shall not invalidate or in any way affect the enforceability of the remainder of this Agreement. 17. LIABILITY: It is the intention of this Agreement that Artist shall be individually for complying with every provision of this Agreement. AGREED TO AND ACCEPTED: INVESTOR ARTIST ___________________________ _______________________ Authorized Signatory [Artist’s name] Print Name__________________ 5