Independent Distribution Agreement

Introduction.
This Distribution Agreement is between _________________ ("Owner") and Krunchy Records ("Distributor"). Distributor agrees to distribute Owner's sound recordings (the "Records") in compact discs, cassettes, vinyl or any other sound recording formats.

Records. 
The Records (list of titles) to be distributed are as follows: _____________________
_____________________ _____________________ _____________________.

Grant of Rights.
Owner grants to Distributor the [check one] [  ] exclusive [  ] nonexclusive right to distribute and sell the Records. 

P & D Deal. [check if applicable]
[  ] Owner grants to Distributor the right to manufacture and reproduce the records. Distributor may deduct manufacturing costs from the Owner's Share. However, all pressing and manufacturing costs must be approved in writing by Owner.

Territory.
The rights granted under this Agreement will be for: worldwide (the "Territory").

The Term.
This Agreement will be for _____ months. 
It will be renewed:  automatically on a month-to-month basis until Owner or Distributor gives a 30-day notice of termination.

Payments.
Distributor will pay Owner as follows:
Per Unit. Distributor will pay Owner $ ____ for each compact disc and $____ for each cassette and $ ____ for each LP.

Accounting.
Distributor will pay Owner the Owner's Share within 10 days after the end of each month. Distributor will also furnish an accurate statement of sales of Records during that period. Owner has the right on reasonable written notice to audit Distributor's books relating to the Records.

Termination.
Unless this Agreement is terminated because of Distributor's failure to pay or accurately report Owner's Share, Distributor may sell off the remaining inventory for a period of  9 months after termination (the "Sell-Off Period"). At the end of the Sell-Off Period, Distributor will furnish a final report of sales and final payment of Owner's Share. At the close of the Sell-Off Period, Distributor will deliver to Owner all remaining inventory and, if applicable, any original master tapes, artwork or related materials.

Mediation; Arbitration.
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-on mediator in California. Any costs and fees other than attorney fees will be shared equally by the parties. If it is impossible to arrive at a mutually satisfactory solution within a reasonable time, the parties agree to submit the dispute to binding arbitration in the same city or region, conducted on a confidential basis under:
the Commercial Arbitration Rules of the American Arbitration Association or
the rules of the California Lawyers for the Arts.
Any decision or award as a result of arbitration will include the assessment of costs, expenses and reasonable attorney's fees and a written determination of the arbitrators. Absent an agreement to the contrary, arbitration will be conducted by an arbitrator experienced in music industry law. An award of arbitration is final and binding on the parties and may be confirmed in a court of competent jurisdiction. The prevailing party has the right to collect from the other party its reasonable costs and attorney fees incurred in enforcing this agreement.

Warranties 

Owner warrants the following:

(a)	Owner has the power and authority to enter into this agreement.
(b)	Records and accompanying artwork for any Title or any related promotional material will not infringe any intellectual property rights or statutory right
(c)	Owner has all necessary rights and licenses associated with the Records.
(d)	Owner is responsible for paying all royalties or other required payments related to the music and artwork associated with the Records.
(e)	Owner will maintain an enforceable agreement with each person having rights in the Records or related artwork.

Indemnification

Owner indemnifies Distributor and undertakes to defend Distributor against and hold Distributor harmless (including, without limitation, attorney fees and costs) from any claims and damage arising out of any breach of Owner's Warranties, above.

General.
Nothing contained in this Agreement makes either Distributor or Owner a partner, joint venturer or employee of the other party for any purpose. This Agreement may not be amended except in writing signed by both parties. No waiver by either party of any right is a waiver of any other right. If a court finds any provision of this Agreement invalid or unenforceable as applied to any circumstance, the remainder of this Agreement will be interpreted to carry out the intent of the parties. This Agreement is governed by and interpreted in accordance with the laws of the State of California. This Agreement expresses the complete understanding of the parties about its subject matter and supersedes all prior proposals, agreements, representations and understandings. Notices required under this Agreement can be sent to the parties at the addresses provided below. In the event of any dispute arising from or related to this Agreement, the prevailing party is entitled to attorney's fees. 

Name of Company That Owns Recording: ______________________________________

Representative Signature: ___________________________________________
Representative Name and Title: ______________________________________
Address:	___________________________________
___________________________________
Date: __________________________

Distributor Company Name: Krunchy Records

Distributor Representative Signature: __________________________________
Distributor Representative Name and Title: _____________________________
Address:	___________________________________
___________________________________
Date: __________________________