CD Baby Legalese

[jumpchamp]

i tried a search on this and couldn't find anything. below is an excerpt from the CD baby 'legal' contract. while this doesn't look necessarily bad to me, i don't fully understand it either (and i don't really have any lawyer type friends).

 

if someone could explain i'd really appreciate it!

 

1. Subject to the terms of this Agreement, RIGHTS HOLDER hereby appoints CD BABY as

RIGHTS HOLDER's exclusive authorized representative for the sale and other

distribution of Digital Masters. Accordingly, RIGHTS HOLDER hereby grants an

exclusive right to CD BABY, during the Term, to:

 

1. reproduce and convert RIGHTS HOLDER Content delivered by RIGHTS HOLDER into

Digital Masters;

2. perform and make thirty (30) second clips of the RIGHTS HOLDER Content available

by streaming ("Clips") to promote the sale and distribution of applicable Digital

Masters;

3. promote, sell, distribute, and electronically fulfill and deliver Digital

Masters, as individual tracks or entire albums, and associated metadata to

purchasers who may use such Digital Masters in accordance with usage rules similar

to those set forth by the music services.

4. display and electronically fulfill and deliver Artwork for personal use solely

in conjunction with the applicable purchased Digital Master;

5. use RIGHTS HOLDER Content, Artwork and metadata as may be reasonably necessary

or desirable for CD BABY to exercise CD BABY's rights under the terms of this

Agreement; and

6. authorize or appoint any Distributors to perform the activities in (i)-(v)above.

[blue2blue]

Key word: exclusive.

 

Another word to look for is "termination." You want to be able to terminate your license to them within a reasonable period.

 

CD Baby is pretty well liked by many of the people I've known who used it but it always pays to know what your signing and in the case of an exclusive assignment of rights, you definitely need to know that you can terminate it easily in a reasonable amount of time. Just in case...

[Cheese Grits]

I'm a contract lawyer and would be happy to help you with any issues you have if you send me a PM.

 

Otherwise, it's difficult to say what this provision means without the benefit of the entire contract. You might want to look to see how CD Baby defines the term "Digital Master" if, in fact, it is a defined term in the agreement. Based on the definition, the exclusive license may be less exclusive than that provision makes it seem. For example, you may be perfectly within your rights to continue selling copies of your album at your shows, etc., if the definition Digital Master is limited in scope. Then again, you may not. You really have to read the whole contract to know.

 

Cheers,

 

Grits

[alfonso]

The term "exclusive" doesn't apply in the sense that they have the exclusive permission to sale your stuff or to put your stuff in download distribution channels, it's only regarding those digital distribution channels that they have contacted for you.

 

If you contact, say, iTunes before they do it, that's fine but you just have to report it to them in order to avoid that iTunes gets the same stuff from two different sources making confusion on who has to be payed for each download...

 

For example my CD has also been delivered from CD baby to 41 digital sellers, I can't independently contact any of them if I dont revoke the agreement for digital distribution with CD Baby, but I can contact other digital sellers independently, provided that I report it to CD Baby wich won't take any 9% from these new eventual sales.

 

If you keep reading their site, this is explained.