The Parties have formed a Massachusetts limited liability company named Table 18, LLC ("Company"). Back in the day albums use to sell like crazy and labels profited off those sales handsomely. (g) Secretary. Duties of Members: Limitation of Liability. Obtaining Additional Information. by Charles Williams. <>/ExtGState<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/MediaBox[ 0 0 612 792] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> You can say that the record label is just a bank that’s all! endobj The selling Member must close on the assignment within ninety (90) days of the date of notice to the Company. d) In determining the timing and total amount of distributions to the Members, the action of the Manager shall be based on a majority vote of the Members, with or without a meeting. (b) Advancement of Expenses. They want their hands in all pockets. The initial Set Price for each Member's interest is the amount of the Member's contribution(s) to the Company as provided above, as updated in accordance with the terms hereof. endobj What Are Some of The 360 Deal Percentages. Method of Notices. endobj The operation of the Company shall be governed by the terms of this Agreement and the provisions of the Massachusetts Limited Liability Company Act (Massachusetts General Laws, Title XXII, Chapter 156C), hereinafter referred to as the "Act". Final Distributions. The contract will most likely state that it is a recording contract or exclusive music contract and will have 360 features outlined within it. Additional Members. <>>> Rick Ross – CUT EM IN, Busta Rhymes – Look Over Your Shoulder (Lyric Video) ft. Kendrick Lamar, DJ Kayslay – Rolling 50 Deep [Official Video], TOBE NWIGWE | WILDLINGS FT. OLU OF EARTHGANG + DUCKWRTH. So these avenues include just about everything! This Agreement may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver, except as otherwise provided in this Agreement. All Voting Rights are subject to equitable dilution. A Member can encumber his Company interest by a security interest or other form of collateral only with the consent of a majority of the other Members. <> The Company interest is personal property. Effect of Dissociation. But even on its face, Shaft’s claim raises a huge question. Daily Planner Template .. The Set Price shall be memorialized and made a part of the Company records. The Members acting through its organizer, filed a Certificate of Organization, ("Articles") for recording in the office of the Secretary of the Commonwealth of Massachusetts on June 20, 2006, thereby creating the Company. <> 42. The Company will commence business as of the date of filing and will continue in perpetuity. This document is part of a set to create a "360 Deal" between a band and manager/investor/label. Signing with Docracy just got an upgrade — read about our new eversign eSign integration What's changed? NLJW, LLC, a Massachusetts limited liability company (“NLJW” or “Initial Investor Group”)). 38. endobj A proposed amendment shall become effective at such time as it has been approved in writing by a majority of the Members. To the extent permitted by law, this Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts. 8. A Member’s interest in the Company shall cease upon the occurrence of one or more of the following events: (a) A Member provided notice of withdrawal to the Company thirty (30) days in advance of the withdrawal date. Applicable Law. Counterparts. The non-member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. Saved from Sale of Interest. 32. Members may have other business interests and may participate in other investments or activities in addition to those relating to the Company. endobj Profits and Losses. 17 0 obj RESTRICTIONS ON TRANSFERABILITY OF COMPANY INTEREST; 30. EACH MEMBER REALIZES THAT AN INVESTMENT IN THIS COMPANY IS SPECULATIVE AND INVOLVES SUBSTANTIAL RISK. The Treasurer shall not be required to give a bond for the faithful discharge of his/her duties. 10 0 obj (i) Any person who is or was a Member, Manager, or officer of the Company and who is or may be a party to any civil action because of his/her participation in or with the Company, and who acted in good faith and in a manner which he/she reasonably believed to be in, or not opposed to, the best interests of the Company may be indemnified and held harmless by the Company. Registered Office and Registered Agent. 22. Voting by Members. Dissociation. Additional Contributions. New members may be admitted only upon the consent of a majority of the Members and upon compliance with the provisions of this Agreement. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday. 6. (d) The selling Member must close on the assignment within ninety (90) days of the date of notice to the Company. Contribution Agreement for 360 Music Deal. DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION. [ 16 0 R] A vacancy is any office because of death, resignation, removal, disqualification or otherwise and may be filled by the Members for the unexpired portion of the term. The officers of the Company shall consist of a president, a treasurer and a secretary, or other officers or agents as may be elected and appointed by the Members. The President shall have such other powers and perform such duties as are specified in this Agreement and as may from time to time be assigned by the Members of the Company. IT IS, THEREFORE, AGREED AS FOLLOWS: A. A dissociated Member that still owns an interest in the Company shall be entitled to continue to receive such profits and losses, to receive such distribution or distributions, and to receive such allocations of income, gain, loss, deduction, credit or similar items to which he would have been entitled if still a Member. Each Member agrees with the other Members. A 5% Unit Ownership shall be reserved for an employee sharing pool for employees of the Company that do not have a separate Unit Ownership (the “Employee Sharing Pool”), which may be issued to to such employees in the discretion of the Company from time to time . 22 0 obj <> (e) In the case of an estate that is a Member, the distribution by the fiduciary. If the selling Member does not close by that time, the selling Member must again give the notice and options to the Company and the Company Members before a sale of the interest. Formation of Company. So traditional deals would be typically be an agreement with an artist and a label where the label would fund the music creation, promotion, distribution and take a cut of all music sales. Majority Defined. Closing on the sale shall occur within sixty (60) days from the date that the Company gives written notice of its intention to buy. Contributing Writer. CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS. The royalties that artist receive are for a lifetime, and the labels will take a chunk of that income for a lifetime!