music publishing contract

[LAPO]

What is the name of your state?
WA

Hi. I am a musician/songwriter who's knowledge of the publishing side of thinks is weak.
I am being offered a contract on a song and everything seems fine except the "Master Recording Release" page...Of course this may be fine as well, but I wonder if this language is normal...

"You have delivered the above named music cues, songs or underscore to (Blank) for the purpose of (Blank) securing licensing opportunities for the master recording(s) and underlying musical compositions. At such time as (Blank) has successfully secured a licensing opportunity as defined in our executed “Letter of Intent” - in exchange for good and valuable consideration, the receipt of which is hereby acknowledged - you hereby assign (Blank) all right, title and interest in and to the above named master recording(s) as delivered to (Blank), in perpetuity. Therefore, (Blank) shall have the right to issue Master Use License Agreements, without obtaining your future consent for the titles listed above."

Is this normal and what does it mean exactly?

Thanks.

 

[BelizeBreeze]

It means that once you sign the document and deliver the song, you no longer own it. So, I hoping the payoff to you is worth it.

 

[LAPO]

Hmmm...I don't think thats what they are saying as the letter of intent gives them 2 years to secure a placement or all rights revert back to me...
but you may be right...
anybody else?

 

[BelizeBreeze]

Fine, then sign with them, turn over your song and wait two years. Then, when they haven't sold it or had it recorded and you ask for it back, they'll bring out this little phrase, "you hereby assign (Blank) all right, title and interest in and to the above named master recording(s) as delivered to (Blank), in perpetuity".

Now, just what to you think 'in perpetuity' means? I'll give you a hint..."Till hell freezes over".

 

[LAPO]

Thanks Breeze...
I'm wondering if anybody else has an opinion on this...
It seems that the company is asking for perpetual ownership of the copyrights if and when they procure a placement...
I don't know if that is reasonable or not...this is a single song that I wrote for a particular placement...its not going to be a top 40 hit or anything...

Thanks

 

[divgradcurl]

With all due respect to BB, I concur with LAPO's reading of the contract, with the caveat that we only have this little blurb to read, and we don't have the entire context of the contract, which could change things if certain terms and the like are defined elsewhere in the contract. Further, we don't know the language in the "letter of intent" which is incorporated by reference into this contract (this letter does exist, right?).

So, given the admittedly little information in this thread, I concur with LAPO.

As to whether this is reasonable or not, it depends on what you think is reasonable, and can you get a better (or even another) deal elsewhere...

 

[BelizeBreeze]

I'm not going to argue the point of what I can't read. However, being in Nashville, I've seen too many such contracts be interpreted literally and if you look at the exact wording of the only specific term we have " in exchange for good and valuable consideration, the receipt of which is hereby acknowledged - you hereby assign (Blank) all right, title and interest in and to the above named master recording(s) as delivered to (Blank), in perpetuity. "

Now, while the 'letter of intent' may allow reversion of the song rights back to the originator, this clause clearly vests all right, title and interest in and to the above named master recording(S) ....in perpetuity.

So, let's carry this out three years. This company doesn't "License" the 'song' according to the letter of intent so the rights revert back to you for "The Song". After a little 'soul searching' you put together a garage band and put the song out yourself.

It becomes a big hit.

See where I'm going? If somehow the 'master recording' hits the market there's not a thing you can do about it.

 

[divgradcurl]

BB,

even if the courts use a literal interpretation, the phrase "blah blah blah in perpetuity" does have a limiting preamble -- "At such time as (Blank) has successfully secured a licensing opportunity as defined in our executed “Letter of Intent” - in exchange for good and valuable consideration, the receipt of which is hereby acknowledged" -- that appears to limit the transfer of the perpetual rights until the "condition precedent" occurs. I don't think a court is going to simply ignore the condition precendent (although they may certainly take a liberal stance on whether or not the condition is satisfied), although I guess anything could happen.

Doesn't mean the record company won't try and hold his feet to the fire, though, and make him prove that the condition precendent did or did not occur in court...

LAPO, if you are concerned about your song, take the contract and letter of intent down to a local lawyer and get an opinion...

 

[BelizeBreeze]

BB,
LAPO, if you are concerned about your song, take the contract and letter of intent down to a local lawyer and get an opinion...

An entertainment attorney versed in copyright.

And remember Sun Records and Sam Philips. Where do you think those recordings of "That's Alright Mama" and "Ole Shep" came from???

Not RCA, who purchased the catalogue from Philips.

 

[LAPO]

Thanks folks,
The LOI is a co-publishing contract stating how I would get 100% of the writers share and we would split the publishing...
of course this all hinges on whether it is ever placed or not...and the chances of that are probably small...
maybe if they can get it placed its worth it...otherwise the song might not see daylight...its the only offer I have for it at the time.
I just thought I'd throw it up here since lawyers fees are more than this song would likely generate...if it was ever used...
but since I'm starting to get some interest in my songs, I better go see a lawyer.

Thanks

 

[BelizeBreeze]

Thanks folks,
but since I'm starting to get some interest in my songs, I better go see a lawyer.

Thanks

Neither one of us is going to argue that point.

By the way, just so you know, the vast majority of song NEVER see publication. And even of those that are published, only approximately 15% are every performed.

And then, even if your song is performed, there is a less than 1% chance it will ever make money, much less enough to pay more than a few hundred dollars.

Here in Nashville, one publisher friend of mine only listens to (his estimate) 2% of the music that crosses his transom in a given year, is interested in less than 10% of that amount and signs only 1 in every 100 writers who are submitted to him.

Of the 63 writers he has under contract, six of them make a living on what their songs generate, one a very decent living.

That's not to say you should give up. But do make it a business. And take care of the small things.

 

[LAPO]

Sorry Breeze,
I won't be able to respond to your last post...
after reading those stats., I went ahead and killed myself...

well at least that solves my contract problems...


ha ha...actually all the submissions I'm doing these days are Film/TV work and not pitches for Artists, so hopfully the odds are slightly better...
yeah, right...

 

[BelizeBreeze]

Sorry Breeze,
I won't be able to respond to your last post...
after reading those stats., I went ahead and killed myself...

well at least that solves my contract problems...


ha ha...actually all the submissions I'm doing these days are Film/TV work and not pitches for Artists, so hopfully the odds are slightly better...
yeah, right...

Now THAT was funny

I'm heading out to a songwriter's night in a few hours. You never know.

But most of the artists I've known and still know have never been about money. That's just a side effect of good writing. If they didn't love it and HAVE to write, they'd be driving a cab or pumping gas.

Good luck.

 

[bengland]

money for songwriting

I am very interested in this thread, as I am as well an independent songwriter. I am a citizen of Canada. I do not have a publishing contract with anyone, but I've had two songs (recorded by my own band) receive moderate radio airplay in Canada, one of them put on a complilation CD, and one in an independent film. As for the airplay, I recieve royalties from SOCAN, (similar to your ASCAP I think) as the author of the song. Since I do not have a publisher, 100% of the royalties go to me... not my band. There are also mechanical royalties my band and the company that produced the compilation CD paid me. In Canada the standard is about 7 cents per unit manufactured...not sold. Most major manufacturing plants will not print your order without proof of these rights being paid. The film my song is in will not pay me unless it is screened commercially, in which case SOCAN collects and distributes these fees. It is my understanding that composing for films can be very lucrative.

My point to all of this is that you should look into your mechanical rights and insure that you do not give them up. Also, dont sell yourself short on the song. Your version of the song may not make the top 40, but someone like Sting may do a world class version someday. It's about dreams and passion, like was said earlier. There mostly (as in most businesses) isn't much money unless the song generates a lot of money. I'd say "make the deal" but dont bind yourself to future recordings under the same contract. If the publisher makes a killing off of you on this one, he'll likely sweeten the pot for the next one. Good luck