Awards Nomination

By nominating yourself or being nominated for the MJA implies that you accept the following terms and conditions:1.1 In the Agreement, clause headings are for convenience and shall not be used in its interpretation and, unless the context clearly indicates a contrary intention, - 1.1.1 an expression which denotes-1.1.2 any gender includes the other genders,1.1.3 a natural person includes an artificial or juristic person and vice versa; and1.1.4 the singular includes the plural and vice versa.1.2 the following expressions shall bear the meanings assigned to them below and cognate expressions shall bear corresponding meaning; 1.2.1 “The Agreement” means this contract entered into by and between MJA and the Artist. 1.2.2 “The Artist” means the recording and/or performing artist, whose personal details are set out on the front page of this Agreement. 1.2.3 “The Event” means the annual Jazz awards ceremony, ‘Mzantsi Jazz Awards’. 1.2.4 “MJA” means Mzantsi Jazz Awards (Pty) Ltd), a private company incorporated under the laws of South Africa, registration number: 2016/362717/07. 1.2.5 “The Performance” means the once-off live musical performance to be rendered by the Artist in terms of this Agreement on a date to be specified by MJA. This includes any audio and visual recordings of the Performance. 1.2.6 “Sound Recording/s” means recordings sent to MJA by the Artist containing the underlying musical and literary works by the Artist as the primary performer. 1.2.7 “The Term” means the duration of the Agreement. The Agreement commences on the date on which the Artist signs the Agreement and shall endure in perpetuity. 1.2.8 “The Territory” means the Universe. 2. INTRODUCTION 2.1 The Artist is a recording and/or performing artist. 2.2 MJA is a private company incorporated in accordance with the laws of the Republic of South Africa. 2.3 MJA is responsible for conceptualising, organising, and hosting an annual awards ceremony which has its primary focus in recognising artists in the genre of Jazz (“The Event”). 2.4 MJA wishes to engage the services of the Artist to render a once-off live musical performance at the Event. 2.5 MJA further wishes to acquire the exclusive right to record, reproduce and broadcast the Performance. 2.6 The Artist consents to the above and the Parties record the terms of their Agreement more fully hereunder: 3. GRANT OF RIGHTS 3.1 For the duration of the Term, the Artist grants the following rights to MJA throughout the Territory: 3.1.1 The right to record, broadcast, distribute and synchronise the Performance in any format. 3.1.2 The right to license the Performance and to authorise others to do so. 3.1.3 The right to reproduce, authorise others to reproduce and synchronise the musical and literary works composed by the Artist and performed at the Event. 3.1.4 The right to use and synchronise the Sound Recording/s sent by the Artist to MJA solely for the purposes set out in clause 4.3. 4. RIGHTS AND OBLIGATIONS OF THE ARTIST4.1 The Artist shall cooperate fully with producers and/or any third parties appointed by MJA in relation to the services to be provided by the Artist in terms of this Agreement, including but not limited to attending rehearsals and sound checks. 4.2 The Performance shall be to the best of the Artist’s ability and in accordance with the direction of MJA. 4.3 The Artist shall, upon request, send Sound Recordings (in a format to be specified and at no cost) to MJA. This will allow MJA to use short form recordings (snippets) of the Sound Recordings solely for the promotion of the Event, including but not limited to nomination videos and audio clips. 4.4 The Artist shall actively promote the Performance on social media platforms, which shall include tagging MJA on its official handles and using the specified hashtags. The Artist will shall not take any action that has the potential effect of diminishing the goodwill and reputation of MJA, the Event or any other artist participating in the Event, including, by making disparaging or denigrating comments in any manner or format. This obligation shall survive the termination of this Agreement. 4.5 The Artist shall be entitled to post the Performance on his/her social media platforms provided that the Artist shall not license and/or commercially exploit the Performance without the written authorisation of MJA. Furthermore, the Artist shall not remove any of MJA’s and its affiliates’ branding or watermarks on the recorded Performance. 5. RIGHTS AND OBLIGATIONS OF MJA 5.1 MJA shall: 5.1.1 Make a recording of the Artist’s appearance and Performance at the Event for the purposes set out in the Agreement. 5.1.2 Authorise its affiliates and/ or agents to exercise any or all the rights described and granted in this Agreement. 5.1.3 Be entitled to make the Performance or parts thereof available for viewing and download online on any platform. 5.1.4 Inform the Artist as soon as reasonably possible whenever a deal, transaction, or contract involving the monetization of the Performance has been finalised. For the avoidance of doubt, this shall only apply to the monetization of the specific Performance and not the Event itself. 5.1.5 Exercise full editorial control over the recording of the Event and the Performance.6. WARRANTIES AND INDEMNITIES BY THE ARTIST 6.1 The Artist warrants that:6.1.1 He/she is the exclusive rightsholder , alternatively has the authority to grant the rights granted to MJA.6.1.2 He/she is under no restriction, prohibition, whether contractual or otherwise, preventing him/her from granting the rights granted to MJA.6.1.3 He/she shall be responsible for obtaining all necessary consent from any musician, vocalist and other person appearing or performing alongside the Artist.6.1.4 Should he/she be represented by a label, agent, manager or any other representative, that such representative is duly authorized to conclude this Agreement on behalf of the Artist. 6.1.5 He/she Indemnifies MJA from any claims, damages, liabilities, costs actions and/or expenses including legal fees on the attorney and own client scale, of any nature whatsoever arising from the breach by the Artist of any warranties, undertaking or terms and conditions of this Agreement. 7. PAYMENT PROVISIONS 7.1 The Artist agrees not to charge MJA a booking fee for the Performance. 7.2 MJA shall pay the Artist 40 (Forty) % of the net revenue generated from the monetization of the Performance, including but not limited to the following forms of monetization: 7.2.1 Video on Demand platforms (e.g. YouTube). 7.2.2 Licensing the Performance to a broadcaster. 7.2.3 Pay Per View platforms. 7.2.4 Sponsorships (this refers solely to sponsorship of the Performance on its own). 7.3 The monetization referenced in clause 7.2 shall apply to revenue generated solely from the specific Performance itself and shall not include the monetization of the Event. For the avoidance of doubt, the Artist shall not participate in revenue generated by the Event tickets sold, Event sponsorships, licensing of the Event to a broadcaster or any other revenue not flowing directly from the specific Performance. 7.4 All applicable payments shall be paid in arrears on the last day of each month. 7.5 MJA shall send statements to the Artist detailing the revenue generated from any monetization of the Performance on the last day of each month.8. INTELLECTUAL PROPERTY RIGHTS 8.1 Subject to clause 8.3, MJA shall not acquire ownership of the copyright in any compositions and Sound Recordings licensed to MJA for purposes of this Agreement. 8.2 Ownership in the trade marks, logos, image and likeness of the Artist shall remain vested with the Artist and is only made available to MJA by way of non-exclusive license and to be used solely in relation to the Event. 8.3 MJA has financed and commissioned the production of the Event, including the production of the Performance. As such, copyright in the recording of the Performance and the Event shall remain solely vested with MJA. 9. CONFIDENTIALITY Each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law or permitted in terms of the Agreement, the content of the Agreement and any information given by a Party to the other Party pursuant to the Agreement. This provision shall survive the termination of the Agreement.10. BREACH 10.1 In the event of a Party ("Defaulting Party") committing a breach of any of the terms of this Agreement and failing to remedy such breach within a period of 7 (seven) days after receipt of a written notice from the other Party ("Aggrieved Party") calling upon the Defaulting Party so to remedy, then the Aggrieved Party shall be entitled to claim specific performance of the terms of this Agreement and/or to claim and recover damages from the Defaulting Party. 10.2 The Aggrieved Party's remedies in terms of this clause 10.1 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.11. FORCE MAJEURE 11.1 Should it not be possible for the Event to proceed on the dates communicated to the Artist as a result of circumstances which are beyond the control of MJA, including but not limited to a pandemic, epidemic, national lockdown, breakdown of web host services, internet service provider failure, governmental acts, changes in laws and regulations. MJA shall notify the Artist in writing as soon as reasonably possible and MJA shall be entitled to the following: 11.1.1 reschedule the Event (subject to the Artist’s availability) to a later date, in which case both parties agree to fulfil their respective obligations in terms of the Agreement; or 11.1.2 Cancel the Event, in which case the Parties will not be considered to be in breach of this Agreement., 12. DOMICILIUM CITANDI ET EXECUTANDI 12.1 The parties choose as their domicilia citandi et executandi for all purposes under the agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature the addresses as indicated in the front page of the agreement. 12.2 Any notice or communication required or permitted to be given in terms of the Agreement shall be valid and effective only if given in writing, but it shall be competent to give notice by electronic means.12.3 Either party may by notice to the other change the physical address chosen as its domicilium citandi et executandi to another physical address, or e-mail address, provided that the change shall only become effective on the seventh day after receipt of the notice by the addressee. 12.4 Any notice to a Party which is: - 12.4.1 sent by prepaid registered post in a correctly addressed envelope to it at its domicilium citandi et executandi shall be deemed to have been received on the seventh day after posting (unless the contrary is proved); or 12.4.2 delivered by hand to a responsible person during ordinary business hours at its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or 12.4.3 transmitted electronically, shall be deemed to have been received on the date of dispatch (unless the contrary is proved). 12.5 Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.13. GENERAL 13.1 The Agreement constitutes the sole record of the agreement between the Parties in relation to the subject matter hereof. No Party shall be bound by any express, tacit, or implied term, representation, warranty, promise or the like not recorded herein. The Agreement supersedes and replaces all prior commitments, undertakings, or representations, whether oral or written, between the Parties in respect of the subject matter hereof. 13.2 No addition to, variation, novation or agreed cancellation of any provision of the Agreement shall be binding upon the Parties unless reduced to writing and signed by or on behalf of the Parties. 13.3 No indulgence or extension of time which a Party may grant to the other shall constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event and to the extent that the grantor has signed a written document expressly waiving or limiting such right. 13.4 Without prejudice to any other provision of the Agreement, any successor in title, including any executor, heir, liquidator, business rescue practitioner, curator, or trustee, of a Party shall be bound by the Agreement. 13.5 This Agreement shall be governed by the laws of South Africa. The Parties hereby consent and submit to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, (Johannesburg) in any dispute arising from or in connection with this Agreement. 13.6 MJA may cede its rights and assign its obligations to a third party. The Artist and the company shall not be entitled to cede their rights or assign their obligations unless specifically agreed to by MJA in writing. 13.7 Clicking the submit button is equivalent to the signature by a Party of a counterpart of the Agreement shall be as effective as if that Party had signed the same document as the other Party.