TRACKSMITH ENTERTAINMENTINDEPENDENT ARTIST NETWORK

(IAN)

TEAM OPERATING AGREEMENT (TOA)

 TRACKSMITH ENTERTAINMENTINDEPENDENT ARTIST NETWORK

(IAN)Team Operating Agreement| PURPOSE of   (TOA)The purpose of the Team Operating Agreement is to provide an understanding of the policy and procedures for team projects managed by TrackSmith Entertainment. Our goal is to establish a team as a part of our Independent Artist Network. We would like to seek opportunities that benefit our developing company and the independent artists who are a part of our network.This agreement will serve as the guidelines and ground rules to help the project team work most productively together over the course of the project. The TOA is a living document and may be updated as the need arises throughout the project. Any updates will be discussed with and ratified by the project team members of the TrackSmith Entertainment Independent Artist Network.We follow a concept that keeps us focused on our purpose as individual artist who are joined in a network to develop and support projects using our talents to AIM HIGH to reach our potential in the area of music arts and entertainment.We are committed to:• Assess our individual and collective talents on continuous bases.• Identify opportunities to gain exposure, fans/supporters, investors/sponsorships, income, etc.• Measure our growth as a company and as a team leader within the music and entertainment industry to assist our team members in the

ability to develop or enhance their individual talents.• Help our team members to provide a better life and more opportunities for themselves, their family and community through music and

entertainment.• Integrate our individual talents to empower change in areas that oppress economic literacy and financial development, mental health and

wellness and social justice and human rights.• Give back to the communities that support our growth and development using music arts and entertainment as an instrument of healing,

empowerment, and social awareness.• Honor our creator using our talents to bring happiness, positive energy, cultural arts, love and harmony, and reality music that speaks

truth to the soul of a people.

ADMINISTRATIVE TEAM CONTACT INFORMATION

BUSINESS HOURS

LEAVE A DETAILED MESSAGE REGARDING YOUR V-MAIL/E-MAIL. YOU WILL BE CONTACTED WITHIN 24-48 HRS.

BUSINESS HOURS AVAILABLE BY APPOINTMENT ONLY

Sunday -- Between 11am -- 9pm

Tuesday -- 4pm -- 9pm

Thursday -- 4pm – 9pm

Friday -- 4pm – 9pm

We can be reached by e-mail or voicemail for specific needs regarding IAN members and music production services. Response/confirmation call may take up to 48 hours depending on availability.

ADMINISTRATIVE TEAM CONTACT INFORMATION

PHONE/V-MAIL/TEXT | E-MAIL

LEAVE A DETAILED MESSAGE REGARDING YOUR V-MAIL/E-MAIL YOU WILL BE CONTACTED WITHIN 24-48 HRS.

We can be reached by e-mail or voicemail for specific needs regarding IAN members and music production services. Response/confirmation call may take up to 48 hours depending on availability.

TSE_IAN Administrative Services -- V-mail/TEXT Preferred -- 704.951.7339E-mail -- Administrative Services  at tracksmithent@gmail.com

TSE_IAN Music Production Services  -- V-mail/TEXT Preferred -- 704.408.1286E-mail --  Music Production Services at phsmith77@gmail.com   

TSE_IAN Social Networking Services -- V-mail/TEXT  Preferred --  704.497.5587E-mail -- Social Networking Service at  jerzeyrello@icloud.com

MEETINGS & RECORDING SESSIONS

Meetings

At present, monthly team meetings will be held at the home/studio of TrackSmith Entertainment at 4422 Esmeralda Drive Charlotte NC 28269. In some cases, more often in the future, we will use other “field locations” for quarterly company progress and upcoming activities for IAN members. Members will be informed of the location in advance and will be given notice via e-mail on an as needed bases.  These meetings will be the time to discuss upcoming projects, complete necessary forms, make suggestions, complaints, issues, ideas, etc. All members should make it a habit to keep notes of things that they may want to discuss in reference to upcoming projects.

Hours

Meetings will last no more than 1 hour and are expected to start and end on time. Team members will attend meetings in person when feasible on a monthly base (TBA). If a team member is unavailable on the meeting date scheduled, they may choose to schedule a call-in for speaker phone conference at the time of the meeting if possible and as necessary according to project needs.

Recording Sessions

Recording sessions for IAN members are scheduled for studio time by appointment only on Sundays between 11am – 9pm | Tuesdays 4pm – 9pm | Thursdays 4pm – 9pm | Fridays 4pm – 9pm. All appointments must be scheduled in advance to accommodate the stability and structure of personal living quarters within this home business.

-- Monthly Administrative Meeting --

1st Tuesday

  (at a field location to be announced)

-- Monthly IAN Member’s Meeting --

4th Tuesdays 

(at home office or by phone conference)

Project Managers

Paul and Carla Smith will be responsible for facilitating and keeping meetings on track. Team members will accept the project manager’s decision to table or “park” a discussion topic

Team Member Responsibilities

It is the responsibility of each team member to stay current on the project team activities, even when he or she has missed a meeting. TrackSmith Entertainment will maintain copies of monthly minutes to inform members of progress and to communicate company activities. Members will be asked to sign/initial a copy of the minutes to acknowledge awareness of company and members’ activities.

DECISION MAKING 1. Consensus means that everyone can live with the decision. It doesn’t

mean everyone has to agree 100%.

2. The team will use anonymous voting cards to agree or disagree and decisions will be announced as a total or split decision, but majority rules. Final decisions during split decision will be made with Administrators and the individual team members who the decision impacts directly. Team members under 18 over ruled by parental decision.

* All agree = agree with no further discussion.

* Partial Agreement = agree, but have further questions. (Questions will be asked and answered immediately after the vote.)

* Disagree = cannot agree to the solution proposed. (Be prepared to answer the question: What would it take for you to go to reconsider or agree?) Anyone on the team may call for a vote at any time.

3. Members may abstain from voting.

• Decision making will be made on a consensus bases. Decisions on projects such as these will be discussed with the team prior to making the final decision to proceed. However, some decisions will need to be made based on the ability to proceed from an administrative point of view. Any decisions made as it relates to individual team members will be made with the inclusion of that team member according to their interest, needs and ability to commit.

INDEPENDENT ARTIST NETWORK ACTIVITIESBELOW IS A REVIEW OF UPCOMING ACTIVITIES FOR THE INDEPENDENT ARTIST NETWORK, WHICH INCLUDE:MUSIC PRODUCTION SERVICES | ARTIST DEVELOPMENT OPPORTUNITIES | TRACKSMITH ENTERTAINMENT PUBLISHING | SOCIAL NETWORKING | ARTIST DEVELOPMENT SUPPORT SERVICES ARTIST DEVELOPMENT OPPORTUNITIESLISTENING PARTY ONLINE FEATURING INDEPENDENT ARTIST’S FROM OUR NETWORK TO GAIN FEEDBACK ABOUT SONGS PRIOR TO RELEASE FOR PUBLIC PROMOTION.PERFORMANCE EXPOSURE OPPORTUNITIES ARE OCCASIONALLY ARRANGED FOR THE PURPOSE OF PERFORMING TALENTS AND DEVELOPING A FAN BASE.PROFESSIONAL REFERRAL & NETWORKING IS PROVIDED TO ENGAGE SUPPORT FOR INDEPENDENT ARTISTS WHO ARE SEEKING PROFESSIONAL SERVICES (VOCAL COACH, PHOTOGRAPHER, IMAGE DEVELOPMENT TEAM, ETC.) THAT WILL ENHANCE THEIR ABILITY TO DEVELOP CAREER AS AN ARTIST.SONG SUBMISSIONS WILL BE SELECTED FOR PROMOTIONAL AND DEMO PURPOSES TO ENGAGE PROFESSIONAL OPPORTUNITIES IN MUSIC PERFORMANCES.

Music Production Services

Members of the Independent Artist Network are writers of their own work, usually using the music compositions of TrackSmith Entertainment Producer, Paul “SaintPaul” Smith. A music production agreement and split sheet must be completed prior to any broadcasting (on and offline) arrangements are made. The compensation plan for members who are song/spoken-word writers of their own original works include a 50/50 split (50% of the writer/composer split and 50% of the publishing songs that are compensated to TrackSmith Entertainment Publishing from BMI).

TrackSmith Entertainment does not charge IAN members an upfront cost for the recording sessions including the cost incurred for space rental, utilities, producer’s labor, supplies and materials (CD’s, upgrades for equipment, etc.) for the music production of members’ songs. These costs are compensated as a deduction from published works listed under TrackSmith Entertainment Publishing services via BMI. Up front charge is only required when songs do not include tracks produced by TrackSmith Entertainment and at the discretion of TSE _IAN Music Production Services.

Music Production Services

Members of the Independent Artist Network are writers of their own work, usually using the music compositions of TrackSmith Entertainment Producer, Paul “SaintPaul” Smith. A music production agreement and split sheet must be completed prior to any broadcasting (on and offline) arrangements are made. The compensation plan for members who are song/spoken-word writers of their own original works include a 50/50 split (50% of the writer/composer split and 50% of the publishing songs that are compensated to TrackSmith Entertainment Publishing from BMI).

TrackSmith Entertainment does not charge IAN members an upfront cost for the recording sessions including the cost incurred for space rental, utilities, producer’s labor, supplies and materials (CD’s, upgrades for equipment, etc.) for the music production of members’ songs. These costs are compensated as a deduction from published works listed under TrackSmith Entertainment Publishing services via BMI. Up front charge is only required when songs do not include tracks produced by TrackSmith Entertainment and at the discretion of TSE _IAN Music Production Services.

Song Copyrights 

TrackSmith Entertainment Publishing will maintain 100 percent of the copyrights. Members will have the option to buy-out 50% of the copyrights (for lyrical performance on the song) one year after the expiration of the member’s agreement. TrackSmith Entertainment will maintain ownership of 50% for the sound recording copyrights of the collaboration. 

Music Production Song MastersA master copy of songs will remain in the possession of TrackSmith Entertainment. The independent artist or investor/sponsor for the independent artist can offer to “buyout” the masters under negotiated terms with Paul Smith, music producer for TrackSmith Entertainment or investors/sponsors can make an offer for a production deal to TrackSmith Entertainment Music Productions. 

TrackSmith Entertainment Publishing

TrackSmith Entertainment Publishing royalties are administered through BMI affiliation. All publishing royalties for music productions created at TrackSmith Entertainment will be provided through the TrackSmith Entertainment Publishing Division. TrackSmith Entertainment will provide members with 50% of the publishing royalties for collaborated songs that receive compensation for broadcast, media and internet royalties in lieu of label services and advancements that the Independent Artist Network does not provide (major marketing/promotion/advertising/image team etc.). TrackSmith Entertainment, Inc. (TrackSmith Entertainment Publishing) retain the right to 50% of the publishing which covers the administrative cost for promoting and networking on behalf of independent artists who collaborate within our network.

TRACKSMITH ENTERTAINMENT

WEBSITE AND SOCIAL NETWORKING

PROMOTION

Featured Guest, Background & Demo Singers Independent artists’ who sing/perform artistically, but do not write original works will be offered an

opportunity to collaborate on the work of other independent artists’ who seek background vocals and collaboration opportunities. Performing/recording artists may be offered the opportunity to perform and/or record demo songs for promotional purposes. These artists’ will sing/perform and record songs available by TrackSmith Entertainment’s song writing and music production collaborations.

Compensation for background singers and co-contributors on member’s individual work or for demo recording and performing artists includes a compensation of 12.5% of writer’s portion of split sheet for the song performance, negotiable depending on amount of contributors at the discretion of the main songwriter.

Promotion and Marketing TrackSmith Entertainment reserves the right to the use of songs recorded for promotion on and offline, for

broadcast, networking for feedback and new opportunities for growth and development of the company and its members. Major promotion, marketing and advertising campaigns are not provided by TrackSmith Entertainment, however, referrals for affiliated professionals may be provided to members.

Members are not required to use resources that are referred by TrackSmith Entertainment. TrackSmith Entertainment will not be responsible for any liability resulting from agreements made between members and externally affiliated professionals.

TrackSmith Entertainment Website and Social Networking Promotion Members will be promoted on the following sites, included but not limited to:

www.tracksmithent.weebly.com

www.tracksmithent.webs.com

www.tracksmithentertainment.com

Facebook

Twitter

ReverbNation

As an IAN member, you acknowledge your authorization to allow TrackSmith Entertainment to use your photos and song contributions on our website and other affiliate internet accounts for the purpose of networking and promotional opportunities. Our social networking representative will be responsible for posting information related TrackSmith Entertainment’s interactions with artist who are a part of our network. In some cases, we will post information about the artist we work with to get feedback or start discussion about our work and the work of the artist in our network. If artists in our network

Members will be promoted on the following sites, included but not limited to:

www.tracksmithent.weebly.com

www.tracksmithent.webs.com

www.tracksmithentertainment.com

Facebook

Twitter

ReverbNation

As an IAN member, you acknowledge your authorization to allow TrackSmith Entertainment to use your photos and song contributions on our website and other affiliate internet accounts for the purpose of networking and promotional opportunities.

Our social networking representative will be responsible for posting information related TrackSmith Entertainment’s interactions with artist who are a part of our network. In some cases, we will post information about the artist we work with to get feedback or start discussion about our work and the work of the artist in our network.

Referral & Artist Development Support ServicesTrackSmith Entertainment, Inc. provide complementary consultation services to support members by providing them with access to information and local professionals who provide services that support the management and development of IAN members at a discounted price. Some areas of support may be in marketing and promotions and other areas such as, image consulting, performance, transportation, audition and registration fees, etc.

Financial Responsibilities

Members are required to pay for any cost incurred for wardrobe, transportation, hotel/car expense, talent contest or competition entry fee, registrations, etc.; however, TrackSmith Entertainment may refer or recommend the services of professionals or affiliations who may be able to enhance artist development goals for members. Members are not required to obtain these services through TrackSmith Entertainment.

NETWORKING & REPRESENTATION FOR COMPENSATED PERFORMANCESOCCASIONALLY, TRACKSMITH ENTERTAINMENT WILL HAVE OPPORTUNITIES TO ARRANGE COMPENSATION OPPORTUNITIES FOR MEMBERS. IN CASES SUCH AS THIS (PAID OPPORTUNITIES ARRANGED OR NETWORKED BY TRACKSMITH ENTERTAINMENT, INC.), A 20% FINDER’S FEE COMPENSATION IS REQUIRED FOR ANY INVESTMENT, COMPENSATION OR SPONSORSHIP ENGAGED BY TRACKSMITH ENTERTAINMENT.

ARTISTS IN OUR NETWORK ARE ALLOWED TO NETWORK ON THEIR OWN BEHALF FOR PROMOTION, PERFORMANCES, ETC. WE DO NOT CLAIM EXCLUSIVITY TO YOUR LYRICAL WORK, BUT IN MOST CASES, WHEN WE ARE NETWORKING ON BEHALF OF MEMBERS, WE ARE EXPECTED TO REPRESENT MEMBERS EXCLUSIVELY FOR PARTICIPATION IN SPECIFIED ACTIVITIES. IN THESE CASES, WE MAY BE ABLE TO SOLICIT AN OPPORTUNITY FOR MEMBERS TO RECEIVE COMPENSATION FOR A PERFORMANCE, IF MEMBERS CHOOSE TO PARTICIPATE. IAN MEMBERS ARE REQUIRED TO COMPLETE, SIGN AND DATE ALL NECESSARY FORMS RELEVANT TO THE SPECIFIED PROJECT THAT THEY ARE INTERESTED IN PRIOR TO REGISTERING AS A PARTICIPANT FOR THESE OPPORTUNITIES. WE ALSO ASK THAT ALL MEMBERS RESPECT BUSINESS ETIQUETTE BY SHOWING UP ON TIME FOR ANY EVENT THAT IS FACILITATED IN CONJUNCTION WITH TRACKSMITH ENTERTAINMENT.

Example: TrackSmith Entertainment network via online/offline community event/performance/etc. lands an opportunity for an investment to an independent artist/group in our network. Our compensation is 20% for every $100.00 is provided to TrackSmith Entertainment upfront from investor by a separate check addressed to TrackSmith Entertainment, Inc.

If an independent artist within our network is compensated as a result of TrackSmith Entertainment networking, the independent artist will be required to compensate TrackSmith Entertainment 20% of any compensation received for the networking services of TrackSmith Entertainment that engaged the opportunity immediately upon receipt.

This is to be considered as a finder’s fee for our investment of production services, labor, utilities and the cost of networking on behalf of your individual project. This only applies if a compensated performance is negotiated by TrackSmith Entertainment, Inc.

CONFIDENTIALITYBECAUSE THIS IS A TEAM PROJECT, WE WOULD LIKE FOR EACH TEAM MEMBER TO RESPECT THE NATURE OF CONFIDENTIALITY WHEN SHARING PROJECT INFORMATION WITH OTHERS OUTSIDE OF THE PROJECT. IN THIS INDUSTRY IT IS IMPORTANT TO ESTABLISH A STRATEGY THAT THE TEAM WILL ABIDE BY IN ORDER TO AVOID LEAKAGE OF PROJECT INFORMATION BEFORE IT IS APPROPRIATELY RELEASED FOR PUBLIC REVIEW. ALL DOCUMENTS, VIDEO, MEDIA OR BROADCAST SHOULD BE CONSIDERED CONFIDENTIAL UNTIL AN APPROPRIATE RELEASE DATE IS PROVIDED BY TRACKSMITH ENTERTAINMENT. THIS APPLIES ONLY TO ACTIVITIES ARRANGED BY TRACKSMITH ENTERTAINMENT INDEPENDENT ARTIST NETWORK.

Signature below indicates your acknowledgement and understanding of the above agreement. Reviewed and approved by:

Signature below indicates your acknowledgement and understanding of the above agreement. Reviewed and approved by:

________________________________________________ ____________________Carla Smith, TSE Administrative Services, IAN Manager Date: ________________________________________________ ____________________Paul Smith, TSE Music Production Services, IAN Manager Date: ________________________________________________ ____________________Jerzey Rello, TSE Social Networking Support “Rello Gang” Date: _______________________________________________ ____________________“G. I. Zoe” IAN Member_1800 Date: ________________________________________________ ____________________“Crusher” IAN Member_1800 Date: ________________________________________________ ____________________“Lil’ Bert” IAN Member_1800 Date: ________________________________________________ ____________________“Tino” IAN Member_1800 Date: