FILED: NEW YORK COUNTY CLERK 02/04/2015 09:50 PM

NYSCEF DOC. NO. 135

INDEX NO. 653118/2014

RECEIVED NYSCEF: 02/04/2015

EXHIBIT 1

Agreement made as of
q
, 2005 between Kesha Sebert c/o Wolf Block
Schorr & Solis-Cohen, LLP 250 Park Avenue, New York, New York 10177, Attention:
Barry Perlman, Esq. (hereinafter, "you" or "Artist"), and Kasz Money, Inc., c/o Carroll,
Guido & Groffman, LLP, 660 Madison Avenue, New York, New York, 10021, Attention:
Michael Guido, Esq. (hereinafter "Company"). All capitalized terms not specifically
defined herein shall have the same meanings ascribed to them in the Major Label
Recording Agreement (as defined below).
1.

Territory:

2,

Term/Recording Commitment:

The Universe,

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3.

Recording Funds/Advances:

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ROYALTIES

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5.

LICENSES FOR MUSICAL COMPOSITIONS

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6. RECOUPABLE AND REIMBURSABLE COSTS

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(f)
Artist agrees and acknowledges the Luke "Dr. Luke" Gottwald ("Producer")
shall be engaged to render production services in connection with no fewer than six (6)
Master Recordings of each Album hereunder, and that Producer shall receive a
producing royalty equal to
with respect to the
Master Recordings produced by Producer based on the suggested retail list price (or
the wholesale-based or ppd equivalent) of the Album embodying the Master
Recordings. The parties hereto agree and acknowledge that Producer, Artist and Major
Label shall negotiate in good faith with respect to advances to Producer in connection
with such production services, provided that such advances shall not be more than the
rate charged by other producers of a similar stature to Producer at that time.

7.

RIGHTS IN RECORDINGS

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8.

MARKETING

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9.

WARRANTIES: REPRESENTATIONS; RESTRICTIONS INDEMNITIES

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10.

MISCELLANEOUS

(c)
The parties hereto agree that: (i) all understandings and agreements
heretofore made between them with respect to the subject matter hereof are merged in
this agreement, which fully and completely expresses their agreement with respect to
the subject matter hereof and (ii) except as specifically set forth herein, all prior
agreements among the parties with respect to such subject matter are superseded by
this agreement which integrates all promises, agreements, conditions and
understandings among the parties with respect to such subject matter. In addition, you
acknowledge that neither Company nor any person acting on behalf of Company
(including its agents, its representatives or its attorneys) has made any promise,
representation or warranty whatsoever, express or implied, oral or written, not contained
herein, and you further acknowledge that you have not executed, and have not been
induced to execute, this agreement in reliance upon any promise, representation or
warranty. No change or termination of this agreement shall be binding upon Company
unless it is made by an instrument signed by an authorized officer of Company. No
change of this agreement shall be binding upon you unless it is made by an instrument
signed by you. A waiver by either party of any provision of this agreement in any
instance shall not be deemed a waiver of such provision, or any other provision hereof,
as to any future instance or occurrence. All remedies, rights, undertakings, and
obligations contained in this agreement shall be cumulative and none of them shall be in
limitation of any other remedy, right, undertaking, or obligation of either party. The
captions of the Articles in this agreement are included for convenience only and shall
not affect the interpretation of any provision.

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(e) , If any part of this agreement, or the application thereof to any party, shall
be adjudged by a court of competent jurisdiction to be invalid, such judgment shall not
affect the remainder of this agreement, which shall continue in full force and effect, or
the application of this agreement to the remaining parties.
(f)
THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF
NEW YORK, AND THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED
ENTIRELY WITHIN THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
ANY CONFLICT OF LAW PRINCIPLES UNDER NEW YORK LAW). THE NEW YORK
COURTS (STATE AND FEDERAL), SHALL HAVE SOLE JURISDICTION OF ANY
CONTROVERSIES REGARDING THIS AGREEMENT; ANY ACTION OR OTHER
PROCEEDING WHICH INVOLVES SUCH A CONTROVERSY SHALL BE BROUGHT
IN THOSE COURTS IN NEW YORK COUNTY AND NOT ELSEWHERE. THE
PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE COURTS AND
HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS. ANY PROCESS IN
ANY SUCH ACTION OR PROCEEDING MAY, AMONG OTHER METHODS, BE
SERVED UPON YOU BY DELIVERING IT OR MAILING IT, BY REGISTERED OR
CERTIFIED MAIL, DIRECTED TO THE ADDRESS FIRST ABOVE WRITTEN OR
SUCH OTHER ADDRESS AS YOU MAY DESIGNATE PURSUANT TO ARTICLE 17.
ANY SUCH PROCESS MAY, AMONG OTHER METHODS, BE SERVED UPON THE
ARTIST OR ANY OTHER PERSON WHO APPROVES, RATIFIES, OR ASSENTS TO
THIS AGREEMENT TO INDUCE AQUEMINI TO ENTER INTO IT, BY DELIVERING
THE PROCESS OR MAILING IT BY REGISTERED OR CERTIFIED MAIL, DIRECTED
TO THE ADDRESS FIRST ABOVE WRITTEN OR SUCH OTHER ADDRESS AS THE
ARTIST OR THE OTHER PERSON CONCERNED MAY DESIGNATE IN THE
MANNER DESCRIBED IN ARTICLE 17, ANY SUCH DELIVERY OR MAIL SERVICE
SHALL BE DEEMED TO HAVE THE SAME FORCE AND EFFECT AS PERSONAL
SERVICE WITHIN THE STATE OF NEW YORK.
(g)
In entering into this agreement, and in providing services pursuant hereto,
you have and shall have the status of independent contractors. Nothing herein
contained shall contemplate or constitute you as Company's agents or employees, and
nothing herein shall constitute a partnership, joint venture or fiduciary relationship
between you and Company.

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(h)
This agreement shall not become effective until executed by all proposed
parties hereto.
Kesha Sebert
Kasz Mone , Inc.

zed signatory
My taxpayer identification number (social security number or employer identification
number) Inder the penalties of perjury, I certify that this information is
true, correct, and complete.

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