Band Partnership Agreement

BAND PARTNERSHIP AGREEMENT

This agreement is made and entered into this ___ day of ______, 20__, by and among the following persons: [name/address] The foregoing individuals are hereinafter each individually referred to as "Partner" and in the plural as "Partners". With respect to any gender reference in this Agreement, wherever required in this Agreement, the singular shall include the plural, and the masculine gender shall include the feminine and neuter. 1. THE PARTNERSHIP. The Partners hereby constitute themselves as a general partnership (the "Partnership") to be known as "_____" (the “Group”) under the laws of the State of_______________ for the purposes of live performances, creating sound recordings for use and commercial exploitation in all mediums and by any means whether now or hereafter devised of recording musical performances for reproduction ("Recordings"), exploiting and merchandising the names (both legal and professional) and likenesses of the Group and the members of the Group, using and commercially exploitation musical compositions composed by any Partner individually or jointly with any other  person and recorded by the Group for the purpose of exploiting Recordings (the "Group Compositions"), and all other present and future activities of the Partners as members of the Group in the entertainment field during the term of this Agreement. Except as otherwise expressly provided herein, the Partnership shall have the exclusive right to the services of each Partner as a member of the Group in the entertainment field. The principal place of business of the Partnership shall be at such place as the Partners may determine pursuant to the provisions of this Agreement. 2. THE NAME. The Partnership shall do business as “_____" (the “Group Name”) and any and all trademarks and related intellectual property rights therein and thereto shall be the sole and exclusive property of the Group. 3. DURATION OF PARTNERSHIP. The term for which this Partnership is to exist shall commence as of the effective date hereof and shall continue until dissolved in any manner provided herein. 4.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

Each of the Partners warrants and represents to each of the other Partners that he is free to enter into this Agreement, and that he is under no disability, restriction or prohibition which will interfere in any way with his full compliance with all of his obligations under this Agreement. Agreement. Each Partner warrants and and represents that he has not done nor will he do any act or thing that will or might impair the full enjoyment by the Partnership of any of the rights granted to it under this Agreement or the commencement or continuation of the Partnership business in the manner herein contemplated. Each Partner further warrants and represents represents that he will not sell, assign, transfer or hypothecate any right, title or interest in or to any asset of the Partnership without the prior written consent of all other Partners. Each Partner covenants and agrees that he will perform the services provided to be performed by him hereunder diligently, fully and to the best of his ability during the Term of this Agreement, in a competent and  professional manner, and will refrain from participating i n activities which with wit h reasonable foreseeability could limit or prohibit him from so performing. Each of the Partners acknowledges that preservation and enhancement enhancement of the value of the Partnership may be hindered by the failure of an individual Partner to apply himself diligently to the  business of the Partnership or by actions in a manner injurious to the rights of the other Partners. 5.

CONTRIBUTION.

1

As a contribution to the Partnership, each Partner is contributing his exclusive services as a recording artist with respect to Recordings embodying musical performances of the Group, his exclusive services as a musical  performer in all media and on the live stage with respect to his activities activit ies as a member of the Group, his Merchandising Rights with respect to his activities as a member of the Group, his exclusive services as a songwriter and publisher with respect to the Group Compositions, and generally his exclusive services as a member of the Group within the entertainment field. No Partner shall be required to make any capital contributions except upon the unanimous agreement of the Partners. 6.

PROF PROFIT ITS S AND AND LOSS LOSSES ES..

(a) Subject Subject to Paragraph Paragraph 6(b) below, and unless unless aagreed greed otherwise otherwise in writing by all of the Partners, Partners, the Partners shall share equally equally in all of the profits, losses, rights and obligations of the Partnership. Should any Partner at any time bear or satisfy a disproportionate share of the financial obligations of the Partnership, he shall be entitled to reimbursement therefore from the other Partners proportionately out of sums otherwise distributable to them as Partners. "Net profits" (as hereinafter defined) shall be distributed in cash to the Partners from time to time, but only as expressly authorized by a vote of a majority of the then-existing Partners. "Net profits" as used herein shall mean all commissions, royalties (including Recording royalties but excluding the so-called "songwriter's share" and "publisher's share" of music publishing royalties), bonuses, payments (other than repayment of loans), fees (including synchronization fees), dividends, stock bonuses, interests or monies of any kind or nature which shall be  paid to the Partnership or to any Partner as a result of the Partnership activities after deducting the sum total of all reasonable salaries, rent, promotional costs, travel costs, office expenditures, telephone costs, accounting and legal fees, entertainment costs, and any and all legitimate Partnership expenses incurred by the Partnership while conducting Partnership business. No Partner shall receive any salary, bonus or goods or other assets of the Partnership in excess of that received by any other Partner, except as set forth herein or otherwise upon the unanimous vote of all of the Partners. (b) Notwithstandi Notwithstanding ng anything anything to the contrary contrary contained contained herein, herein, and unless unless agreed agreed otherwise otherwise in writing  by all of the Partners, net profits arising from the copyrighting, publishing and exploiting of a particular Group Composition ("Publishing Profits," which includes, without limitation, the so-called "songwriter's share" and  publisher's share" of music publishing royalties) shall be shared solely among the Partners who are the authors of such Group Compositions. 7.

MANAGEMENT.

(a) Each Partner Partner shall have the right to partici participate pate equally equally in the control, control, management management and direction direction of the business of the Partnership. In exercising this control, management and direction, each Partner shall have the same vote as each other Partner. No Partner shall have the right to make any expenditure in excess of $100 or incur any major obligation (including, without limitation, borrow or lend money, make, deliver, accept or endorse any commercial paper, compromise or release debts owing to the Partnership, sell, lease, license, assign or hypothecate any Partnership property or enter into any contract for any purpose) on behalf of the Partnership, except as expressly authorized by a vote of three-fifths (3/5) of the then-existing Partners. No Partner shall hold or accept from any third party any gratuity or other consideration in consideration of his exercising or declining to exercise his rights hereunder in any manner. The Partners may, by 3/5 vote, delegate all or any of their management functions to one or more professional managers upon such terms and conditions as the Partners so voting shall designate. (b) Notwithstandi Notwithstanding ng anything anything to the contrary contrary contained contained herein, herein, but subject subject to any future future agreement, agreement, if any, between the Partnership and a third-party co-publisher or administrator, the Partner(s) who is/are credited as the writer(s) of a particular Composition shall have the exclusive right to sell or grant rights (by means of license or otherwise) in respect to such Composition in his/their sole reasonable discretion; provided that any Partner disassociated from the Partnership pursuant to Paragraph 11 hereof shall thereafter retain the right to sell or grant rights in respect to any Composition for which he is credited as a writer, subject to Paragraphs 7(b)(i) and (ii) hereof and the continuing rights of the other Partners in any net profits derived therefrom as provided in Paragraph 6 hereof. A disassociated Partner shall keep the Partnership informed as to his address and telephone number for the  purpose of transacting business in respect to the Compositions. If a Composition is i s co-written by a remaining

2

Partner and a disassociated Partner and the remaining Partner seeks to pursue a commercial opportunity in respect to such Composition, he shall send the disassociated Partner written notice thereof by certified mail, return receipt requested. If the disassociated Partner does not respond within fourteen (14) days after the date of such such notice, then the remaining partner shall have the authority to grant rights in such composition to a third party, subject to the disassociated Partner's right to share in any net profits in respect thereto as provided herein. (c) Notwithstandi Notwithstanding ng the foregoing, foregoing, the Partner Partner or Partners Partners who are the authors authors of any Group Composition hereby grant the Group a mechanical license for use of the Compositions in any Group Recording at the full statutory mechanical rate. 8. BOOKS OF ACCOUNTS AND RECORDS. The Partnership books and records, together with all other documents and papers pertaining to the business of the Partnership, shall be maintained at its principal place of business or at such other place as shall be designated  by the Partners, and shall be available for inspection at all reasonable times by any Partner or any designated representative of any Partner. The maintenance of such books and records shall be in accordance with generally accepted accounting practices and and principles, consistently applied, and at the cost of the Partners, pro rata. The fiscal year of the Partnership shall end on December 31. The Partnership shall render yearly accountings to each Partner on the first day of February in every year during the term of the Partnership. At the sole cost and expense of the Partners, the Partners may retain any duly licensed firm of accountants and/or attorneys in connection with the  business of the Partnership, including the rendition of said accountings. 9.

DISSOLUTION.

(a) This Agreement Agreement shall terminate, terminate, and the Partnership Partnership shall be dissolved, dissolved, upon the first to occur of the following events: (i) The written agreement agreement of all of the Partners Partners to dissolve dissolve the Partnership; Partnership; or (ii) By operation operation of law, except except as otherwise otherwise provided provided herein. herein. The addition addition of a new Partner Partner (as  provided in Paragraph 10 hereof) or the disassociation of a Partner (as provided in Paragraph 11 hereof) shall not terminate this Agreement, and it shall remain in full force and effect among the remaining Partners. (b) Upon termination termination of the Partnership Partnership,, the Partnershi Partnership's p's receivable receivabless shall shall be collected collected and its assets assets liquidated forthwith (except as provided in subparagraphs subparagraphs (d) and and (e) below). The proceeds from the liquidation of the Partnership assets and collection of the Partnership receivables shall be applied in the following order: (i) First, to the expense of liquidation and debts of the Partnership other than debts owing to any of the Partners; (ii) Next, to the debts owing to any of the Partners, Partners, including including debts arising arising from loans made to or for such Partners, except that if the amount of such proceeds is insufficient to pay such debts in full, payment shall be made on a pro rata basis; (iii) Next, in payment to each Partner of any financial capital investment made by him in the Partnership belonging to him, except that if the amount of such proceeds is insufficient to pay such financial capital investment in full, payment shall be made on a pro rata basis; (iv) Next, in payment to each Partner on a pro rata basis of any of such proceeds remaining. (c) The Partners Partners shall execute execute all such instruments instruments for facilitating facilitating the collection collection of the Partnership Partnership receivables and liquidation of the Partnership assets, and for the mutual indemnity or release of the Partners as may  be appropriate under all then-present circumstances. (d) Any property, property, including, including, but not limited to, the Group Name, all rights and interests interests in contra contracts, cts, agreements, options, choses in actions and Merchandising Rights, owned or controlled by the Partnership at the time of dissolution from which income is being derived, shall not be sold, but shall be retained and distributed in the manner hereinafter set forth. After the payments provided for in Paragraph 9(b)(i), (ii) and (iii) have been made in full, any such property owned by the Partnership and the continuing earnings received as a result of the exploitation thereof shall be valuated by an accountant selected by the Partners who is experienced in the music industry. Said

3

 property shall then be distributed, as nearly as possible, among the Partners in a manner consistent with the terms set forth in Paragraph 6 hereof. 10. ADDITION OF A PARTNER. A new partner may be admitted to the Partnership but only with the written consent of all of the Partners. Each new Partner shall be admitted only if he shall have executed an agreement with the Partnership under the terms of which such Partner agrees to be bound by all of the provisions hereof, as amended, as if a signatory hereto.  Notwithstanding anything to the contrary contained herein, such new Partner shall have no right, title t itle or interest in any of the assets or property of the Partnership existing at the time of his admission to the Partnership ("existing  property") or in any of the proceeds derived from such existing property or from the sale, exchange, or liquidation thereof. Such new Partner shall have no interest whatsoever in the Group Name apart from the limited right to be known as a member of the Group, and upon the termination of the Partnership his interest in any assets, property, net  profits and losses of the Partnership shall attach only to such assets, property, net profits and losses acquired by the Partnership after his admission to the Partnership. Such new Partner's capital contribution, if any, any, and share of the Partnership's net profits and losses shall be set forth in the written consent of all of the Partners approving the admission of the new Partner. 11. 11.

DISA DISASS SSOC OCIA IATI TION ON..

(a) A Partne Partnerr may may become become disassociat disassociated ed from the Partnership Partnership by reason reason of of his his death, his disability, disability, his resignation or by the written vote of all of the other Partners. For purposes of this Agreement, a Partner shall be deemed disabled if he is unable to perform services as required hereunder for any reason for a period in excess of one hundred eighty (180) consecutive days, or two hundred seventy (270) days out of the year. If a Partner resigns, he shall give thirty (30) days prior written notice of such resignation to each of the other Partners. A Partner (or, in the event of disassociation by death, his executor or personal representative) who is disassociated shall be entitled to receive an amount equal to his proportionate share of the net worth of the Partnership as of the date of his disassociation, exclusive of any value attributable to the Group Name, but he shall not be entitled to any of the earnings of the Partnership received thereafter or any interest in the Group Name, nor shall he be subject to any of the liabilities of the Partnership incurred thereafter; provided, however, that such Partner shall be entitled to receive his applicable proportionate share (as set forth in Paragraph 6 hereof) of any royalties (other than any share of Publishing Profits provided for in Paragraph 6(b)(ii)(A) in respect to Group Compositions which are not written, in whole or in part, by the disassociated Partner(s)) earned from the exploitation of (a) any Recording recorded hereunder and embodying his performances, and (b) the Group Compositions which have been recorded by the Group prior to the date of his disassociation, as and when such profits are actually received by the Partnership, less his pro rata or other agreed share of any expenses and/or liabilities relating thereto. (b) The net worth of the Partnership Partnership shall be determined determined as of the date of the disassociat disassociation ion by an accountant selected by the remaining Partner(s) other than the Partnership's regular accountant, and other than the  personal accountant of any Partner, which accountant shall be familiar with the music industry. The accountant shall make said determination in accordance with generally accepted accounting practices and principles, taking into consideration, among other factors, the fair market value of the assets of the Partnership other than the Group Name, its liabilities (including the disassociated Partner's entitlement to future royalties as provided in subparagraph (a) hereinabove), its past profits and losses. In the event of voluntary resignation, the determination of said accountant shall be final. However, if the disassociated Partner or his legal representative should should disagree with the accountant's determination in the event of disassociation for any other reason, the disassociated Partner or such representative may within thirty (30) days after receipt of the accountant's determination submit the issue of the fair market value of the Partnership to arbitration in New York, under the applicable rules of the American Arbitration Association by one (1) arbitrator selected by such organization from its panel of arbitrators in accordance with its usual procedures. Unless the remaining Partner(s) elect to pay the disassociated Partner's share of the value of the Partnership sooner, said share shall be payable (without any interest accruing thereon) in twelve (12) approximately equal monthly installments commencing one month following the date of the final determination of said net worth; provided however, that if said share is in excess of $10,000 but less than $25,000, the remaining Partner(s) may elect to pay same in twenty-four (24) approximately equal monthly installments, and provided further, that if said share is in

4

excess of $25,000, the remaining Partner(s) may elect to pay same in thirty-six (36) approximately equal monthly installments. 12. NOTICES. All accountings and notices to be given hereunder, and notices of any action by the Partnership which has the effect of altering any Partner's share of profits or losses shall be given in writing, by personal delivery or by mail or by telegram at the respective addresses of the Partners set forth above, or at such other addresses as may be designated in writing by registered mail by any any Partner. Notice given by mail or by telegram shall shall be deemed given on the date of mailing thereof or on the date of delivery of such telegram to a telegraph office, charged prepaid or to  be billed. 13. PARTNERSHIP BANK ACCOUNTS. One or more Partnership bank accounts may be opened and maintained by the Partners with such bank or  banks as the Partners may determine and any checks or withdrawals from or against any bank account or accounts shall be upon the signature of any of any person as the Partners may unanimously select; provided, however, that such checks or withdrawals shall be subject to the approval process set forth in Paragraph 7 hereinabove. 14. ASSIGNMENT OF PARTNERS' INTEREST.  No Partner, or executor or administrator of a deceased Partner, shall sell, assign or transfer all or any  portion of his financial or other interest in the Partnership or right to receive a share of Partnership assets, profits or other distribution without the prior written consent of all of the other Partners and any such purported sale, assignment or transfer in contravention of the foregoing shall be null and void. The Partners acknowledge that a  part of the capital contribution of each Partner is the unique personal services required to be rendered for the exclusive account of the Partnership by each Partner, for which no presently adequate substitute exists; and that the other Partners are the sole and exclusive judges of the adequacy of any future substitution. 15. GENERAL PROVISIONS. (a) Liability. The liability of the Partnership or the Partners Partners arising out of any activities of the Partnership shall to the extent possible be covered covered by appropriate policies of insurance. insurance. In the event that any liability shall not adequately be covered by insurance, the amount of liability not so insured against shall first be satisfied out of the assets of the Partnership. (b) Indemnity. Each Partner hereby indemnifies the other Partner(s) and holds such other Partner(s) harmless against and from all claims, demands, actions and rights of action which shall or may arise by virtue of anything done or admitted to be done by him (through or by agents, employees or other representatives) outside the scope of or in breach of the terms of this Agreement. Each Partner shall promptly notify the other Partner(s) if such Partner knows of the existence of a claim, demand, action or right of action. (c) Successors and Assigns. Subject to the restrictions on assignments set forth in this Agreement, the  provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the Partners. (d) Severability. If any term, provision, covenant or condition of this Agreement is held to be be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 16. CONSTRUCTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. In the event of any action, arbitration, suit or proceeding arising from or under this Agreement, the prevailing party

5

shall be entitled to recover reasonable reasonable attorneys' fees and costs costs of said action, suit, arbitration or proceeding. proceeding. This is the entire understanding of the parties relating to the subject matter hereof and supersedes all prior and collateral agreements, understandings, and negotiations negotiations of the parties. Each party acknowledges that no representations, inducements, promises, understandings or agreements, oral or written, with reference to the subject matter hereof have been made other than as expressly set forth herein. Each Partner acknowledges that he has consulted with legal counsel of his choice with respect to the contents of this Agreement prior to execution hereof, and has been advised  by such counsel with respect to the meaning and consequences hereof. This Agreement cannot be changed, rescinded or terminated except by a writing signed by each of the Partners. The titles of the paragraphs of this Agreement are for convenience only, and shall not in any way affect the interpretation of any paragraphs of this Agreement or of the Agreement itself.  NOTWITHSTANDING THE REPRESENTATION OF THE PARTNERSHIP BY WALLACE COLLINS AS LEGAL COUNSEL, EACH OF THE PARTNERS HAS BEEN ADVISED OF THEIR RIGHT TO RETAIN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS LEGAL DOCUMENT AND EACH PARTNER HAS EITHER RETAINED AND BEEN REPRESENTED BY SUCH LEGAL COUNSEL OR HAS KNOWINGLY AND VOLUNTARILY WAIVED RIGHT TO SUCH LEGAL COUNSEL. IN WITNESS WHEREOF, the parties hereto have executed and sealed this agreement on the date first above written. "PARTNERS"

 ________________________________________________   __________________________________ ______________ 

6