Dear Artist,

I’m David Rice, a lifelong musician with a career that’s taken many shapes over the last few decades. In the pre-Internet, all-or-nothing 1990s, I made a few indie records before being given the opportunity to spend an unholy amount of Sony Music’s money on an indulgent solo album. There was no shortage of hurdy-gurdies, cellists, or personal chefs at Real World Studios, but the album nonetheless failed to connect with the masses.

Fortunately, I’d made some friends (and met my future-wife) at Columbia Records. They graciously steered me into some fruitful projects working behind-the-scenes, where I've evolved from a songwriter/producer to composer, to photographer and even TV producer. With my business+creative partner Matt Naylor, I’ve spent the last decade in Austin building a multimedia company employing a dozen or so filmmakers and visual artists. We have a healthy business telling social good stories for national brands and nonprofits, and underwrite Clubhouse as a passion project.

Our solid foundation of commercial work allows us to produce the Clubhouse series without compromise, and under artist-friendly terms we believe you’ll find agreeable. The next page spells everything out in the requisite legal language, but to summarize:

• We cover all hard and soft costs associated with the taping.
• We provide a beautiful backline and green room.
• We provide drinks, snacks, and veg-friendly meals for you and your team.
• We film and deliver at least two polished final videos from the performance.
• We give you the exclusive right to host and post the final videos on your online platforms; we simply share from your channels and/or pull into our YouTube playlists. Only if an inexplicably long period has passed since delivering the final videos will we post natively to our own channels.

We’re quite proud of the audio quality, too, and are happy to work with you and your label to license tracks for streaming and merch. Should we ever decide to produce a short-run vinyl or streaming compilation, we ask you return the favor by doing your best to facilitate.

That’s the gist of it! Please fill out the info on the next page and review the subsequent legal terms. You can indicate your agreement with a digital signature, or contact me directly with any concerns.

Best,

David Rice
512.636.7416
david@flowstudios.com

ARTIST SERVICES

You (“Artist”) agree to appear at The Clubhouse on the agreed-upon date and time, perform a set of approximately thirty minutes for a live studio audience, and engage in a short on-camera interview with a Clubhouse producer.

STUDIO SERVICES

The Studio will record Artist’s performance in whole or in part via audio and video (collectively the “Footage.”) Within thirty days of Artist’s Clubhouse appearance, Studio will mix, edit and deliver to Artist:

- One or more polished videos containing a song from Artist’s performance (the “Video Masters.”)

- Mixed and mastered WAV, AIFF, or m4V files containing the audio from these Performance Videos (the “Audio Masters.”)

Studio may also elect to create short additional videos comprised of selected interview clips intercut with fan footage, performance footage, and/or still photography from Artist’s appearance. These pieces, if any will be referred to as the “Promo Videos.”

OWNERSHIP AND USAGE

In the spirit of creating a mutually beneficial and equitable return for our collaboration, the copyrights in all audio recordings and video footage captured during Artist’s performance and interview shall be shared equally between the Artist and Studio.

Acknowledging that other opportunities may emerge requiring a case-by-case evaluation and negotiation, the parties agree to initially grant each other the following rights:

- Artist shall have the exclusive right of first-release in any Performance Video created under this agreement. Artist may host these videos on YouTube and natively post to Facebook, Instagram, and any other social platform under Artist’s direct control.

- Studio may natively post on its own platforms Promo Videos created from the footage, and/or any Performance Video not released by Artist within 45 days of Studio’s delivery.

- If Artist or Studio wishes at any point to enter into a third-party agreement which would directly or indirectly monetize any assets produced under this agreement, the parties will engage in good faith negotiations to reach a mutually beneficial licensing or buyout terms granting the necessary rights to the party wishing to enter such an agreement.

For any other opportunities or usages not outlined above, Artist and Studio will consult each other on a case-by-case basis.

ACKNOWLEDGEMENTS

Artist acknowledges they may be asked to modify stage plot for space constraints.

Artist's performance may be streamed in part real-time via Facebook, Instagram, or other social channels.

GRANT OF RIGHTS

For all Compositions performed in which the Artist directly or indirectly controls copyright, Artist grants or will cause Studio to be granted to a non-exclusive synchronization license governing the use the composition solely in conjunction with the Video Masters(s). If Artist wishes to release any Video Master containing Compositions controlled by a third party (i.e. a cover song,) Artist shall be responsible for obtaining synchronization rights for the usage.

MISCELLANEOUS

Within 48 hours of the the scheduled appearance, Artist agrees to complete and return the tech and backline form (https://clubhouseaustin.com/tech-form) and to comply with the Social Media and promotion protocols provided by Studio.

INDEMNIFICATION

You hereby irrevocably release Flow Nonfiction LLC and its owners, officers, directors, employees, agents, affiliates, assignees, licensors and licensees from all liability or claims arising out of or in any way resulting from use of the Songs, Performance, and Recording. Should any depute arise from a third party concerning Compositions contained in the Recordings, you agree to indemnify Flow Nonfiction LLC against any such claims.

RIGHT TO ENTER AGREEMENT

All provisions of this agreement apply jointly and individually to all members of your group or band that comprise the artist whose performance is included in the Recording.

By agreeing to these terms, you represent you have the right to grant all of the rights and provide all of the warranties under this agreement, both on your behalf and on behalf of any other person who has any rights in, or who has participated in any way in the Performance.

Please indicate your acceptance of these terms by providing your digital signature below.