Choir collaboration agreement - Making Music · Created by Making Music Updated June 2007 Making Music, The National Federation of Music Societies

Created by Making Music Updated June 2007 Making Music, The National Federation of Music Societies. A company limited by guarantee, registered in England and Wales no. 308632. Registered charity in England and Wales no. 249219 and in Scotland no. SC038849.

Choir collaboration agreement

Introduction This guidance template has been compiled to assist choirs who are entering into joint promotion of an event or events. Making Music is grateful for the assistance of Mr John Cotterill, music director of Maidenhead Chamber Choir and of Great Missenden Choral Soc iety and certain colleagues of is in preparing these details. It takes the form of a model agreement between choirs, and you should carefully look at each item to decide whether it is appropriate in your particular case.

Joint Performance - Model Agreement THIS AGREEMENT is made the ……….... [date] day of ….……………. [month] …………. [year] between: …………………………………………………………………….………………………………………….. [Name of First Choir] of …………………………………………………………………………………………………………………………………………….…………………………………………………………………………………………………………………………..……… [address] and ………………………………………………..……………………………………………………. [Name of Second Choir] of …………………………………………………………………………………………………………………………………………….…………………………………………………………………………………………………………………………..……… [address] [Add other choir names as necessary]

Whereas the parties wish to collaborate for the purpose of rehearsing and performing together.

1. Definitions and interpretations

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1.1.1 In this Agreement the following definitions apply: 1.1.2 “Agreement” means this agreement and any and all schedules, annexes and exhibits

attached to it or incorporated in it by reference;

1.1.3 “Chorus Master” means such person(s) as the parties shall from time to time agree to engage for any Rehearsal;

1.1.4 “Conductor” means such person(s) as the parties shall from time to time agree to engage for any Rehearsal or Performance;

1.1.5 “Dates” means in respect of each Performance or Rehearsal the date and time which

the parties shall from time to time agree and specify in a Rehearsal Schedule and Performance Schedule;

1.1.6 “Event of Force Majeure” means an act of God including but not limited to fire, flood,

earthquake, windstorm or other natural disaster; act of any sovereign including but not limited to war, invasion, act of foreign enemies’ hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public local authority or imposition of government, law, judgment or decree, sanction, embargo or similar action, blockade or labour dispute, including but not limited to, strike lockout or boycott; interruption or failure of utility service including, but not limited to electric power, gas, water or telephone service; failure of the transportation of any personnel, equipment, machinery supply or material required by the parties; breach of contract by any essential personnel; any other matter or cause beyond the control of the parties;

1.1.7 “Expenses” means those costs and expenses which shall actually have been expended

directly in connection with the Rehearsals and Performance at the Venues and which are supported by vouchers, invoices or other evidence reasonably acceptable to the parties; these include but are not limited to costs of Venue hire, travel expense, soloists’ fees, orchestral players’ fees, Conductor’s Fees, Chorus Masters’ fees, programme printing, marketing costs and all other costs legitimately incurred in the course of this Agreement; “Expenses” shall not include any sums incurred by the parties for purposes outside this Agreement;

1.1.8 “Gross Box Office Receipts” means 100 per cent of all sums derived directly or

indirectly from the sale of Tickets excluding only sales taxes and VAT; 1.1.9 “Liaison Officer” means such person as may be nominated by each party in accordance

with clause 4 of this Agreement; 1.1.10 “Net Box Office Receipts” means Gross Box Office Receipts after the deduction of

Expenses;

1.1.11 “Performance” means any joint performance by the parties hereto open to the public which is not a rehearsal or recording session;

1.1.12 “Performance Schedule” means such performance schedule as the parties shall


agree from time to time and which may be varied by consent of the parties;

1.1.13 “Rehearsal” means any joint rehearsal of the parties hereto; 1.1.14 Rehearsal Schedule means such rehearsal schedule as the parties shall agree from time

to time and which may be varied by consent of the parties; 1.1.15 “Specified Proportions” means [ ] for [Name of First Choir], [ ] for [Name of Second

Choir] and [ ] for [Name of Third Choir] etc.; 1.1.16 “Sponsorship Package” (where applicable) means any arrangement by which it is

agreed that either or both/ any or all of the parties is or are to receive a financial contribution from a third party sponsor;

1.1.17 “Tickets” means all tickets sold to the public for value to attend any performance by the

parties; 1.1.18 “Venue(s)” means the venue agreed in respect of each Performance or Rehearsal

forming part of the Performance Schedule or Rehearsal Schedule or any other location as the parties may from time to time specify;

1.1.19 “Venue Merchandising Receipts” (where applicable) means 100 per cent of all receipts

at source net of any per cent or other cost deduction agreed with the Venue manager derived from the sale of non-food and non-beverage items at the Performance in the Venues by the permitted official licensees of the parties;

1.1.20 “Works” means such musical pieces as the parties may form time to time specify.

2. Joint performance It is agreed as follows: 2.1 The parties agree to rehearse and perform the Works jointly at the Venues on the

Dates agreed in accordance with the terms and conditions of this Agreement. 2.2 Each party undertakes to provide or procure: 2.2.1 all necessary vocal scores for all of the Works for its participating members, where

necessary marked up in accordance with any requirement of the Conductor and Chorus Master;

2.2.2 all transportation necessary or advisable to enable the members of each party to be

present at the Venues on the Dates agreed.

3. Copyright The parties shall own jointly the entire copyright and all other rights of whatever nature in and to any recordings, publications or other product of their collaboration under this Agreement.


4. Appointment of liaison officers 4.1 Each party shall nominate in writing a Liaison Officer to represent it. 4.2 The Liaison Officers shall together from time to time agree, select and make all

necessary arrangements pertaining to the Dates, Works, Venues, Rehearsal Schedule, Performance (including publicity and printing, concert programmes and front of house arrangements if necessary), Performance Schedule, Chorus Master, and Conductor, and shall negotiate the hire of music, orchestral parts, and if not negotiated by the Conductor, engagement of soloists and orchestral players.

4.3 The Liaison Officers shall have the authority to negotiate acting as joint agents for the

parties with, inter alia, the manager(s) of all Venue(s). 4.4 Before entering into any binding agreement with a third party, the Liaison Officers shall

consult and obtain the prior consent of each of the parties.

5. Expenses Expenses (including VAT) shall be met by the parties as they accrue and shared equally/ in the Specified Proportions.

6. Profit/Loss-share 6.1 So far as practicable, the Expenses (including VAT) incurred by the parties shall be

reimbursed from Gross Box Office Receipts. 6.2 Where applicable, the parties shall share the following sums equally/ in the Specified

Proportions: 6.2.1 Net Box Office Receipts; 6.2.2 Venue Merchandising Receipts; 6.3 Should Gross Box Office Receipts and other sums received in accordance with this

Agreement (where applicable) be insufficient to meet Expenses properly incurred, the parties shall share the deficit equally/ in the Specified Proportions and each party undertakes to pay its share immediately the liability arises.

7. Sponsorship 7.1 Each party shall retain the entire benefit of any Sponsorship Package it already holds at

the date of this Agreement. 7.2 Subject to clauses 7.3 and 7.4 below, in the case of any Sponsorship Packages entered

into after the date of this Agreement there shall be a presumption that the benefit accrues to only the party named in the Sponsorship Package.

7.3 Where a Sponsorship Package is specifically worded to cover one or more

Performances, the benefit of the sums relating to those Performances shall be deemed


to accrue to both/ all parties equally/ in the Specified Proportions. 7.4 Where a Sponsorship Package covers Performances by both/ all parties and other

performances by one party alone, the sums receivable under the Sponsorship Package shall be apportioned so that clause 7.3 above may take effect.

8. Warranties and obligations 8.1 Each party warrants, undertakes and agrees that: 8.2 it is free to enter into this Agreement and has full right power and authority to grant

the rights granted in it; 8.3 all members of each party shall render their services to the best of their skill and ability

in willing co-operation with the Conductor and Chorus Master in relation to all Performances and Rehearsals and in particular without prejudice to the generality of the foregoing that the members of each party will observe the times set out in the Rehearsal Schedule and Performance Schedule;

8.4 it has paid to date and will continue to pay during the currency of this Agreement its

subscription to Making Music and its due proportion of the premium for the time being under the Making Music Block Insurance Scheme.

9. Conduct Each of the parties undertakes to procure that its members shall not during any Rehearsa l or Performance or when travelling en route to and from a Rehearsal or Performance pursuant to this Agreement do any act which might bring either/ any of the parties into public disrepute or offend the community.

10. Suspension Each / Any party shall be entitled by notice to the other / others suspend this agreement if: 10.1 the other / another party in a material respect refuses or fails to perform or observe or

is otherwise in breach of any of the obligations, undertakings or warranties contained in this Agreement;

10.2 an Event of Force Majeure prevents either / any party from complying with its

obligations under this Agreement in a material respect.

11. Effect of suspension

11.1. Following notice in respect of any of the matters specified in clause 10 the

period of such suspension shall be the remainder of the duration of the event in relation to

which notice was given and the Rehearsal Schedule and Performance Schedule shall to the

extent practicable be extended by the period of such suspension.


11.2 Each party shall bear any legal liability to third parties consequent upon the suspension

in equal shares / in the Specified Proportions.

12. Terminations Each party shall have the right to terminate this Agreement at any time when it is entitled to serve notice of suspension pursuant to the provisions of clause 10.1 or at any time following the expiry of 28 days after a notice of suspension has been given pursuant to clause 10.2.

13. Effect of termination The following provisions shall apply on and after notice of termination validly given under clause 12 above: 13.1 each party shall continue to comply with clauses 3, 7.1, 7.2, 16, 17 and 18 of this

Agreement which are not affected by termination; 13.2 each party shall remain entitled to all r ights granted or assigned under this Agreement; 13.3. each party shall be entitled only to such profit-share as shall have accrued due and

become payable at the date of termination or the date of suspension if earlier; 13.4 each party shall remain liable for any deficit that shall have accrued due and become

payable at the date of termination or the date of suspension if earlier; 13.5 any claim which either / any party may have against the other / another in respect of

any breach or non-performance or repudiation of any of the provisions of this Agreement which shall have occurred prior to such termination or suspension shall not be affected or prejudiced and all rights of suspension or termination under this Agreement are in addition to and separate from any other rights at law.

13.6 each party shall bear any legal liability to third parties consequent upon the termination

in equal shares / in the Specified Proportions.

14. Notices Any notice given under this Agreement shall be in writing and signed by a duly authorised officer of the party giving the notice and shall be given to the Liaison Officer (or other duly authorised officer) of the party receiving the notice.

15. Agreement final and complete This agreement contains the full and complete understanding between the parties and supersedes all prior arrangements and understandings whether written or oral, appertaining to the subject matter of this Agreement and may not be varied except by an instrument in writing signed on behalf of both / all parties to this Agreement. The parties acknowledge that no representations or promises not expressly contained in this Agreement have been made by the parties or any of their agents employees and members or representatives.


16. No partnership This Agreement shall not be deemed to constitute a partnership or joint venture or contract of employment between the parties.

17. Governing law This Agreement shall be governed by and construed in accordance with the law of England and Wales, the courts of which shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

18. Unless otherwise stated time shall be of the essence for the performance of each party’s obligations.

In witness whereof this document has been executed the day and year first before written.

Signed by: ……………………………………………………….. On behalf of ………………………………………………………. [First Choir]

Signed by: ……………………………………………………….. On behalf of ………………………………………………………. [Second Choir] Signed by: ……………………………………………………….. On behalf of ………………………………………………………. [Third Choir] [as necessary]

We hope you find this Making Music document useful - it is intended to give a reasonable summary of the position at the time of writing. If you are aware of any changes to the situation described or have suggestions for further information to be included please contact the Membership Services Team at Making Music 020 7939 6030 or [email protected].

Please note that no responsibility for loss occasioned to any person or group acting or refraining from action as a result of any of the contents of this information sheet can be accepted by any of the authors or by Making Music, the National Federation of Music Societies.

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Documents

Choir collaboration agreement - Making Music · Created by Making Music Updated June 2007 Making Music, The National Federation of Music Societies