A Review and Practical Insight into Music Contracts

On 25th January 2016At JMU Liverpool

Michael Sandys(Partner) Guy Williams Layton Solicitors

(1) Synchronisation Licence Agreement• Non-exclusive licence to use COPYRIGHT WORK

• Define - Media (Film/Advert/Internet - Programme/transmissions/broadcasts

- Extract (excerpt/positioning)

• Payment/Royalty

• Integrity/Paternity Rights- not to alter/re-arrange/diminish value- acknowledge author/© owner

(2) Group Management Agreement (1)• Appointment (territory/term)

• Advances to Artist → Loan (expenses/PR/Staff/Services)

• Management Services - Collect Income - Take legal action - arrange publications/PR merchandising/concerts

• Options - extend term (at his “discretion”)

• Artist’s Undertakings (heavier obligations on them) = CONTROL

- Guilds/passports and visas- PR control- Appearance/health/reputation of the Manager/whereabouts- Profession Name

(2) Group Management Agreement (2)• 5.21 The Indemnity

• GROUP PROVISIONS - “belt and braces”- no change in membership (6.3)- relinquish all rights (6.4)- division of profits (6.5)

• PROFITS AND GROSS INCOME- deductions at source (8.1)- statement of Account (9.1) and certification (9.2) (lack of independence)

(2) Group Management Agreement (3)• Management Activities – “a free rein” (10)

• Consents (11.1) – i.e. Synch licence; merchandising etc

• Suspension – withdrawal of services- erratic behaviour, ill-health, drugs (12.3)- subjective test re: Quality of the Artist (12.4)- penalty (13.3) – non payment to the Artist

• Termination - manager retains rights (15.2)

(3) Recording Contract (1)• 360 Deal – Comprehensive(i)Advances in exchange for increased revenue streams(ii)Support & PR e.g. publishing, live performance

ultimate control of the ARTIST (MOTOWN)

•Recording Contract – Record Label (typical) sale and promotion of material © owned in the records/master copies by the Label

•Distribution - Label is licensed to sell the record for a period of time- © owned by ARTIST/MANAGER

(3) Recording Contract (2)• Minimum Recording Commitment (1.3)

• Grant of Licence and an Assignment (2)

• TERM = critical (3)

• Restrictions on the ARTIST (5)

• ROYALTIES % (8) and (10)

• RECORDING COSTS (12)

• PR (14)

• LEAVING PROVISIONS (18)

(4) Dispute Resolution (when it goes wrong)•Escalation clause

•Mediation

•Arbitration/Expert Determination

•Insurance BTE/ATE

-MANAGER V ARTIST ARTIST V RECORDING STUDIO

-COPYRIGHT OWNER V LICENSEE ARTIST V ARTIST

(5) DRAFTING A CONTRACT• CLARITY – definitions/express terms

• Avoid ambiguous/vague wording

• Revisions and Amendments

• TAKE LEGAL ADVICE

(6) OTHER I.P.• TRADE MARKS – Logo, brands and names

• DOMAINS

• IMAGE RIGHTS – Merchandising/Tax incentives

• TRADE SECRETS

CONTACT DETAILS

Michael SandysGuy Williams Layton Solicitors11/13 Victoria StreetLiverpoolL2 5QQ

Tel: 0151 236 7171D/D: 0151 242 5995

Email: mls@gwq.co.uk

www.gwlsol.co.uk