SongCircle^sm 2010 Songwriting Contest

Official Rules & Regulations

1.  Entry Materials.  To enter the 2010 SongCircle^sm Songwriting Contest (the "Contest") sponsored by SongCircle, LLC (“SC”, formerly known as The New York Songwriters’ Circle, Inc.), please visit http://www.songcirclemusic.com ( the "Website") at any time during the Contest Period (as defined below) and follow the instructions for submitting each of the following as one entry (collectively, the “Entry Materials”):

Contestants may submit their Entry Materials either online at the Website or by mail (as explained on the Website) to the following address: Prager and Fenton, 675 Third Avenue - 3rd Floor, New York, NY  10017 Attn: 2010 SongCircle^sm Contest Submissions.  All submissions will be subject to the privacy policy posted at http://www.songcirclemusic.com/terms/.  Any incomplete, inaccurate, or inaudible entries are void and will not be considered.  By submitting Entry Materials, contestant agrees to comply with and be bound by these Official Rules & Regulations.  Entry Materials will not be returned to the contestant and become the physical property of SC.

2.  Entry Period.  The Contest will begin at 12:00:01 AM (ET) on August 1, 2010 and all entries must be received by 11:59:59 P.M. (ET) on October 31, 2010 (the "Contest Period").  We expect to announce the U. S. Finalists as well as the U.S. Young Songwriter (age 13-17) and International Award recipients no later than November 12, 2010 and (after the SongCircle^sm Finals live judging event in NYC November 18-19^th) the Winners of the Third, Second and First Place/Grand Prizes no later than November 19th, 2010.   All dates and times are subject to change at SC’s option.  All travel and other expenses related to performing at the live Finals judging event in NYC are the sole responsibility of each Finalist.

3.  Eligibility and Restrictions on Contestants.   The Contest is open only to amateur and professional songwriters/recording artists who are not currently signed, and remain unsigned through at least December 20^th, 2010, to any recording agreement or any songwriter, co-publishing, administration or other agreement regarding their recording and/or songwriting services that would preclude them from accepting the Grand Prize joint venture agreement.  Prospective U.S. contestants at least thirteen (13) years of age and under the age of 18 as of the date their entry is received must have the consent of their parent or legal guardian to enter the Contest and compete for the Young Songwriter Award.  Eligibility of any contestant, Award Recipient, Finalist or Prize Winner is subject to verification by SC and its agents, and SC may require a copy of the relevant passport, driver’s license or birth certificate as proof of age and/or nationality/state of residence and require all eligible Finalists and Winners to sign additional agreements regarding prizes awarded as well as representations, disclaimers and rights granted to publicize the Finalists and Winners and distribute their Contest Songs.  Employees of SC, of any Contest sponsor or of their respective corporate affiliates are not eligible, nor are persons living in the same household as, or who are immediate family members of such persons.  Contestants from outside the U.S. acknowledge that the Contest is governed by the laws of the State of New York, U.S.A. and agree to bear sole responsibility for any inconsistency between such laws and those in other jurisdictions.  Ineligibility or provision of false, incomplete or inaccurate information may result in immediate disqualification.  Participation is void where prohibited, including in Colorado, Florida, Maryland, North Dakota, Vermont and Virginia, due to local laws and regulations, and residents of such states may not enter the Contest.

4.  Songs.  Each Song submitted must be in the English language and be the contestant's original work, both musically and lyrically (i.e., no “covers”); and must include vocal performance(s) (i.e., no rap lyrics without vocal performances).  Songs may have multiple co-writers, but you must designate one name only on the entry form, and the named contestant must own or control 100% of both the submitted recording(s) and the underlying composition(s) or must have the express consent of each co-writer and co-performer to enter the Song in the Contest in accordance with these Official Rules & Regulations.  Recordings may not exceed six (6) minutes in length.  Submissions must not contain obscenity, defamatory or libelous material, unauthorized copyrighted material, or anything else that could be considered inappropriate, unsuitable or offensive, as determined solely by SC.  Submissions must not include any viruses, corrupted files or other harmful software elements.

Contestants may submit as many qualifying songs as they wish, but each entry requires submission of separate Entry Materials and may only be made in accordance with the terms of your SongCircle Premium Membership.  Fees for additional entries, when permitted, are non-refundable.  SC is not responsible for late, lost, damaged, misdirected, postage due, stolen, corrupted or misappropriated entries, nor for Internet delay or failure, outages or overload of the Website, faulty file uploads accompanying online entries, or other occurrences beyond its reasonable control. 

5.  Judging.  All entries will be judged upon the following criteria: 75% based on song quality, including structure, melody, lyrics and originality; and 25% based on performance/presentation of song, including originality (collectively, “Judging Criteria”).  A panel of at least ten (10) Listeners selected by SC (including top music students screened and selected from a well-known university as well as performers and music professionals with a solid background in songwriting), working in pairs, will select 12 U.S. Finalists as well as the Young Songwriter and International Award recipients from among all eligible contestant entries based on the Judging Criteria and procedures determined by SC.  Each Finalist will be invited to perform their Song in New York City on November 18 or 19, 2010 before the Live Judging Panel comprised of at least four (4) noted songwriters, producers, and/or other music industry professionals who will be selected and named by SC in SC’s sole discretion.  The Live Judging Panel will evaluate each Finalist Song and performance and shall select each Winner based on the Judging Criteria and procedures determined by SC.  All decisions made by the Listeners and the Live Judging Panel in accordance with SC procedures are final.

6.  Finalists, Winners, Award Recipients and Prizes.  Twelve (12) U.S. Finalists will be publicly announced by posting on the SC Website on or about November 5, 2010.  Each Finalist is responsible for their own travel (and other) expenses in performing at the live Finalist event in New York City on November 18/19, 2010, and must provide fully executed versions of all Finalist documents (including a commitment to remain, and in fact remaining, unsigned and uncommitted through at least December 20th, 2010 to any recording agreement or any songwriter, co-publishing, administration or other agreement regarding their recording and/or songwriting services) in order to be eligible to perform at the live Finalist event and compete to win any Contest prizes.  If any Finalist is found to be ineligible or declines to appear at the before the Live Judging Panel in NYC, SC will exert reasonable efforts to find a qualified replacement Finalist, and will exert best efforts to have at least eight (8) Finalists perform before the Live Judging Panel.  Finalists will be notified by telephone, mail and/or email on or before November 5, 2010. THE ODDS OF BEING CHOSEN AS A FINALIST, AWARD RECIPIENT OR PRIZE WINNER ARE DEPENDENT UPON THE NUMBER AND QUALITY OF SONG ENTRIES RECEIVED (BASED ON THE JUDGING CRITERIA) FROM ALL ELIGIBLE CONTESTANTS.

One (1) U. S. Finalist will be selected by the Live Judging Panel as the Third Prize Winner and will receive, once confirmed, One Thousand Five Hundred Dollars ($1,500) and a performance slot in the next 12 months at a SongCircle^sm Showcase selected by the Third Prize Winner (no retail value).

One (1) U. S. Finalist will be selected by the live judging panel as the Second Prize Winner and will receive a Martin LX Guitar (MSRP $499) and, once confirmed, Three Thousand Dollars ($3,000) and a performance slot in the next 12 months at a SongCircle^sm Showcase selected by the Second Prize Winner (no retail value).

One (1) U. S. Finalist will be selected by the Live Judging Panel as the Grand Prize Winner and will receive a Gibson “Songwriter Deluxe” guitar (MSRP $3050) and a written offer to enter into an exclusive joint venture agreement with SongCircle Music, a division of SC (“SCM”), for the purpose of selling, licensing or otherwise exploiting the Grand Prize Winner’s recorded music (through SCM’s distribution and label services agreement with EMI), musical compositions, merchandising and live performances, as well as the Grand Prize Winner’s other rights and services in the music and other entertainment industries (collectively “Services”) under a “Joint Venture Agreement” as more fully described in Section 7B below (no retail value), and, if the Joint Venture Agreement is signed within seven (7) days of SC’s written offer, the following Signing Bonuses: (i) Ten Thousand U.S. Dollars ($10,000); (ii) a performance slot at a future SongCircle^sm Showcase selected by the Grand Prize Winner (no retail value); (iii) a performance slot on NYC’s Q104.3 “Out of the Box” show with DC Jonathan Clarke (no retail value), and (iv) up to ten hours of studio time at Morningstar Studios in Philadelphia, PA with producer Glenn Barrett (Approx. Retail Value: $2500), each to be claimed and used within twelve (12) months after signing the Joint Venture Agreement.

If the Grand Prize Winner fails to sign the JVA within seven (7) days, the Second Prize Winner will be become the Grand Prize Winner and be offered the JVA and the Signing Bonuses; upon acceptance and signing within seven (7) days, the Second Prize Winner will be confirmed as the Grand Prize Winner, the Third Prize Winner will be confirmed as the Second Prize Winner and the next highest scoring Finalist will be selected and confirmed as the Third Prize Winner.  If the Second Prize Winner fails to sign the JVA within seven (7) days, the Third Prize Winner will be offered the JVA and the Signing Bonuses; upon acceptance and signing within seven (7) days, the Third Prize Winner will be confirmed as the Grand Prize Winner and each of the next two highest scoring Finalists will be selected and confirmed as the Second and Third Prize Winners, respectively.  If the Third Prize Winner fails to sign the JVA within seven (7) days, SC may designate the next highest scoring Finalist as the Grand Prize Winner and continue the winner selection process, in SC sole discretion.

Additionally, an Award recipient will be chosen by the Listeners from eligible entries in each of the following categories (without requiring a live performance):

One (1) contestant from outside the United States will be selected as the International Winner and will receive One Thousand U.S. Dollars (US$1,000) and a Gibson “Songwriter Deluxe” guitar (MSRP US$3,050). For Canadian Residents ONLY: to claim these prizes, a Canadian resident must first correctly answer, unassisted, a mathematical skill testing question within a pre-determined period of time or the selected contestant will be disqualified and another International Winner will be selected, subject to these Contest Rules.

One (1) U.S. contestant under the age of 18 (and at least 13 years old) will be selected as the Young Songwriter Award recipient and will receive One Thousand Dollars ($1,000) as well as a demo recording session in the next 12 months with producer Steve Greenwell in NYC (Approx. Retail Value: $4,500) and attendance at Rock Camp sessions in the next 12 months at the Gowanus Music Club in Brooklyn, NY (Approx. Retail Value: $525).  NOTE: you must have the written consent of your parent or legal guardian to accept the Young Songwriter Award, including written parental acceptance of all relevant terms on your behalf and ratification of these Official Rules & Regulations.

Travel and living expenses incurred in accepting any prize are the sole responsibility of the Winner or Award recipient.

Prizes will be awarded to the contestant named on the entry form – division of any prizes among any co-writers, performers, producers and others is solely the responsibility of the Award recipient/Winner.  Reasonable efforts will be made to award any unclaimed prizes to an alternate qualified winner or recipient.  SC is not responsible for prizes donated by sponsors or other third parties and reserves the right to substitute a prize of equal or greater value if a particular prize is unavailable.  Prizes are non-transferable and all taxes are the sole responsibility of each respective Award recipient and Winner, who must each submit necessary tax information and will receive a U.S. 1099 tax form for receipt of any prize(s) valued at Six Hundred U.S. Dollars ($600) or more.

7.  Rights Granted to SC.  For good and valuable consideration, including SC’s review and consideration of Entry Materials, each contestant grants SC the following rights:

A.  All Contestants.  Each contestant (including all Finalists, Winners and Award recipients) irrevocably grants permission to SC and its affiliates, sponsors and licensees to use the contestant’s name, address (city and state), likeness, voice and the submitted recording(s) for Contest and Website advertising and promotional purposes without compensation, worldwide and in perpetuity, in any and all forms of media, now known or hereafter devised, including, without limitation, on the SC Website and on partner and affiliate websites.  .

B.  Grand Prize Winner (“GPW”):  SC will provide a complete, executed version of a Joint Venture Agreement between SCM and the GPW with terms including, but not limited to, the following: (a) a new entity will be formed by SCM that will be owned equally by the GPW and SCM; (b) GPW will serve as the President of the new entity; (c) the new entity will be the exclusive business vehicle for the development, exploitation and administration of all of the GPW’s Services for an initial period of eighteen (18) months (subject to one or more option periods thereafter) and the exclusive owner of all products and works created by or derived therefrom (e.g., recordings, musical compositions, performances, endorsements, sponsorships, merchandise, etc.).  If the GPW fails to sign the Joint Venture Agreement within seven (7) days of SC’s written offer, SC may declare the GPW ineligible and choose an alternate Grand Prize Winner as explained in Section 6 above.  

8.  Miscellaneous.  This Contest is void in Colorado, Florida, Maryland, North Dakota, Vermont, Virginia and any other jurisdictions where and to the extent prohibited by applicable law. This Contest is subject to all applicable laws, including, without limitation, U.S. federal, state, and local laws and regulations. Any person attempting to defraud or in any way tamper with this Contest, or who does not fully comply with these Official Rules & Regulations, will be ineligible for prizes and may be prosecuted to the full extent of the law.  All contestants, regardless of any participation in any prior year’s contest or other affiliation with SC, must submit to all rules, regulations, terms and conditions for this Contest and complete a new submission for each Contest Song entry.  If, for reasons beyond SC’s control, the Contest is not capable of running as originally planned, SC, at its sole discretion, reserves the right to postpone or modify or cancel the Contest, without liability, in which case notice will be posted on SC’s Website. All interpretations of these rules and regulations and decisions by SC are final.  Contestants may not assign, delegate or otherwise transfer any or all of their rights or responsibilities hereunder.  SC may assign, delegate or otherwise transfer any or all of its rights and/or responsibilities hereunder.  Contestant represents and warrants to SC that their Entry Materials and all other information and materials provided to SC are true, complete and correct in all material respects.  SC and its sponsors and licensees will have no liability for, and each contestant releases and agrees to defend, indemnify and hold SC and its sponsors and licensees harmless from and against, any and all damage, loss and/or liability resulting from or associated with his or her Entry Materials, participation in the Contest, breach of these Official Rules & Regulations, or any use, misuse, acceptance or possession of any prize.  SC’s liability is limited to a contestant’s entry fee and, if applicable, the value of any prize to which such contestant may be entitled hereunder.

9.  Governing Law and Forum.  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE CONTEST WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, AND THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK, U.S.A. SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY CONTROVERSIES REGARDING THE CONTEST. EACH CONTESTANT WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THOSE COURTS AND HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS.

10.  Contest Sponsor.  This Contest is sponsored by SongCircle, LLC, as successor to The New York Songwriters’ Circle, Inc. d/b/a SongCircle, LLC and SongCircle Music, as the case may be. Sponsor can be reached c/o, Ritholz Levy Sanders Chidekel & Fields LLP, 235 Park Avenue South, 3^rd Fl,  New York, NY 10003; attention:  David Chidekel, Esq.. All questions about the Contest should be directed to info@songcirclemusic.com. 

11.  Winners’ and Award Recipients’ Names.  For a copy of the names of each Winner and Award Recipient, please see the Website after November 19, 2010 or send a self-address, stamped envelope postmarked by December 20, 2010 to: Prager and Fenton, 675 Third Avenue - 3rd Floor, New York, NY  10017 Attn: 2010 SongCircle^sm Contest Winners List.  For a copy of the Official Rules, visit www.songcirclemusic.com/contest/terms/ or send a self-address, stamped envelope to: Prager and Fenton, 675 Third Avenue - 3rd Floor, New York, NY  10017 Attn: 2010 SongCircle^sm Official Rules request. Residents of Canada may omit return postage.

SONGCIRCLE, the stylized circle logo, COMMUNITY OPPORTUNITY EXPOSURE, THE NEW YORK SONGWRITERS CIRCLE® and any stylized designs, whether registered or unregistered, are trademarks and service marks of The New York Songwriters’ Circle, Inc. and SongCircle, LLC as successor company, in the United States and abroad.  All Rights Reserved.

© 2010 The New York Songwriters’ Circle, Inc. and SongCircle, LLC as successor company.

August, 2010