Paul
Ringo
George
1. This contract serves to legally bind the above individuals (the “original members”) into a partnership, with intention to incorporate at a later date. The nature of the partnership is a musical group.
2.
NAME AND LIKENESS: The name of the partnership
will be Band Name. In the event of
some split between the original members, the name Band Name and its likenesses (including but not limited to logos)
may continue to be used only by a group comprised of John and at least one
other of the original members.
3.
PERCENTAGES: The profits made from the
partnership are to be split evenly between the original members. Of course,
this does not include profits due to individuals from non-group revenue streams
such as songwriting, publishing, etc.
4.
CONTROL: Except where specifically
noted otherwise in this contract, partnership business decision will be made by
group vote with each original member having equal votes and the majority rules.
The group manager will break all deadlocks.
5.
FIRING: Partnership members may be
fired only after a group vote. In firing decisions John will have 2 votes,
every other original member will have 1 vote, and the majority rules. The group
manager will break deadlocks.
6.
HIRING: New partnership members may
be hired only after a group vote. In hiring decisions, each original member
will have equal votes and the majority rules. The group manager will break
deadlocks. New partnership members will not be considered original
members—their rights in and benefits from the partnership will be decided at
the time of hiring. An addendum to this contract that outlines those rights and
benefits must be written at the time of hiring.
7.
CONTRIBUTIONS: Financial contributions to
the partnership will be required of partnership members only after a unanimous
vote is reached on both having the contribution and defining its specific
amount.
8.
INCURRING
EXPENSES: Partnership financial spending must be approved by a group vote,
with each original member having an equal vote and the majority rules. The
group manager will break deadlocks.
9.
AMMENDING THE PARTNERSHIP
AGREEMENT:
The terms of the partnership deal as outlined in this contract may be amended
only by a group vote, with each original member having an equal vote and the
majority rules. The group manager will break deadlocks.
10.
QUITTING: Any partnership member is
free to quit the partnership at will.
11.
DEATH OR DISABILTY: In the event that a group
member dies, he or she will be treated as if he or she quit the partnership. In
the event that a group member becomes disabled and is therefore unable to
fulfill their role in the group, he or she will be treated as if he or she was
fired from the partnership.
12.
EX-PARTNERS: After a partner quits or is
fired from the partnership, he or she is entitled to their continuing
percentage (as outlined in this contract) of revenue generated from activities
of the partnership in which he or she participated prior to leaving. He or she
is entitled to 0% of revenue generated from activities of the partnership after
his or her leaving.
Buy-outs/Pay-outs:
Unless specified otherwise
in this contract, if a partner quits or is fired from the partnership he or she
surrenders all rights to and benefits derived from the intangible assets of the
partnership (including but not limited to the name and likenesses of the
partnership, recording contracts, television shows, etc.).
If a partner quits the
partnership, he or she surrenders all rights to and benefits derived from the
hard assets of the partnership. These hard assets include but are not limited
to sound equipment, instruments, and cash.
If a partner is fired from
the partnership, he or she is entitled to his or her percentage of the current
value of the hard assets of the partnership. These hard assets include but are
not limited to sound equipment, instruments, and cash. The current value of
these hard assets will be paid out by the partnership to the ex-member in lump
sum at the time of firing, unless paying in lump sum would put the partnership
in financial distress-- in which case, the partnership will pay out the current
value of the tangible assets over the course of a reasonable period of time
with interest on the unpaid balance included. This “reasonable period” will be
determined at the time of the firing by balancing the needs of the fired member
with the requirement that the partnership not fall into financial distress at
any period in time due to the schedule of the pay-outs.
INTERNAL GROUP
CONTRACT AGREED TO AND SIGNED:
____________________________ ____________________________
John Date Paul Date
____________________________ ____________________________
Ringo Date George Date
____________________________
WITNESS: Brian Date
CONFLICT
WAIVER AGREED TO AND SIGNED:
This contract was prepared by our manager acting
solely as a scribe and not negotiating any clause for any individual member or
for the group as a whole. He has openly explained all the issues covered in
this contract to us and we understand them in full. He has let us decide
amongst ourselves how we choose to resolve them. He has fully explained the
inherent conflict of interest in having a representative of the group such as
himself draw up the partnership agreement, and we agreed to go ahead with the
preparation of this contract using him as scribe and understanding that this
will be a legally binding internal contract agreement.
____________________________ ____________________________
John Date Paul Date
____________________________ ____________________________
Ringo Date George Date
____________________________
WITNESS: Derek Date