considering two clauses in recording contract

johngalt · October 20, 2006

I'm interested in whether or not the clauses below are typical for an indie artist being signed to an indie record label...or is this language a bit heavy handed. Five years seems like a long time.

2. TERM AND OPTIONS: The term of this Agreement shall commence as of the date

hereof and shall continue for five (5) years, or until the Recording Requirements as

described in Section 3 of this Agreement are met ("Initial Period"). Following the Initial

Period, Company and Artist will reconvene to discuss the possibility of additional

periods (“Option Period”).

3. RECORDING REQUIREMENTS: Artist agrees to record for Company sufficient

Masters to comprise a minimum of three (3) full length compact discs (CD) for duration

of Contract Period, with option by Company to also include the release of additional non-

full length CDs (singles, EPs, compilations, etc.) embodying Compositions not heretofore

recorded by Artist, in a Company approved recording studio, at times to be mutually

agreed upon. Company shall have the right and opportunity to have a representative

attend each recording session. Company and Artist shall jointly select the Compositions

to be recorded and each Master shall be subject to Company's approval as technically and

commercially satisfactory for the manufacture and sale of CDs. All Masters shall be

produced by producers mutually approved by Artist and Company.

Themetallikid · October 20, 2006

I have no 'experience' with recording contracts, nor any sort of legal background,just have paid attention to stuff I hear about bands that are signed and such.

with that...

I think those two are relatively normal.

The first one seems to set the length of the contract to either a time period say 5 years or a number of cd's to be released. So whichever you would meet first would determine the length of hte contract, at a maximum 5 years, but if its for only3 albums, then that could be done in 3 years...

the second one, I believe is stating that you must record the master tracks sufficiently enough that the company could put out any variation of an album, single, EP, compilation whatever to fulfill the contract, as long as its recorded in an agreed studio. the bottom part of it just seems like a 'quality check' where if they think your stuff isnt financially worth it to put out they can tell you that its not good enough and you need to rewrite the songs.

my thoughts...

Manipulate · October 20, 2006

I'm a lawyer but I don't practice entertainment law.

If you want to be safe, you should have an entertainment lawyer review the entire contract. While you may only be worried about those two clauses at the present time, there may be other clauses that you're overlooking that have significant ramifications. Make sure you find a lawyer who is familiar with your particular situation so that he/she can give you advise about industry norms.

Also, relying on substantive legal advice (does this contract look okay?, etc.) you receive on the internet is a bad idea. There is a lot of misinformation on the internet, especially in regard to legal issues. Most of my cases involving contractual disputes arise from situations where people decided to write their own contracts, modified existing contracts, or relyed on advice from non-lawyers as to what to do.

Any competent lawyer will refuse to give you specific advice on that contract unless they look at it in its entirety. There's a big difference between waxing philosophic on legal issues on the internet and seeking specific legal advice. You seem as though your at the point where you need specific legal advice. If you want to cut your risks you really need to go to a lawyer who can adequately advise you.

gtrbass · October 20, 2006

This is pretty standard verbiage in a recording agreement. The langauge sounds fairly innocuous; however, consider that it is never as "mutual" as that. The label can make your life miserable in so many ways, particularly if it is some indie goofball who thinks he's a "titan" when in actuality he runs his "empire" from Mom's basement. (Been duped once by one of those.)

The option clause is not a "mutual" option no matter what you think. An option is at the label's sole discretion. The term is deceptive in many record contracts, but the options hear are fairly clear cut. Know that a label can define the option periods as the realistic ability to release a record for commercial ROI. That is anywhere from once a year to every 18 months. If you hand a label 3 records worth of masters, it does not mean you have met your obligations. You have a five year cap which is in line with an 18 month release schedule and an additional 6 months of wiggle room on their end. Nothing unusual there.

One thing that stands out as a grey area is the vague refrence to "release of additional non-full length CDs (singles, EPs, compilations, etc.) embodying Compositions not heretofore

recorded by Artist..." That could use some clarification.

Consult a qualified entertainemnt contract attorney. Under no circumstances should you sign any agreement without a lawyer's review unless you want to have the option to feign ignorance after the fact to break the contract. Any reputable label will not allow you to sign the deal without a counsel review on your end because they are aware of the implications.

The previous poster is absolutely dead on right. I can promise you the world on the first page and than incrementally invalidate all those promises in the remaining clauses. The contract in its entirety is what matters, not a clause here or a clause there.

johngalt · October 20, 2006

Thanks to everyone so far for your great replies. I'm having a member of my family look at the contract...she is a lawyer but not an entertainment lawyer. Should I hire one? How much would something like this run? I just need a yes or no as to whether I should sign off on it and if not...what needs to be revised.

I didn't want to overload the forum with the entire contract; it is fairly long. Everything else sounded fairly standard (so far as I know) and was just curious as to whether or not the whole five year thing is normal or not.

fetishfrog · October 20, 2006

Hire an entertainment lawyer. I hate to say it, but standard business practices in the entertainment industry would generally never fly in the rest of the world. Having a lawyer who is not familiar with these practices review your contract could very easily see a "red flag" that is a standard item in an entertainment contract.

The money you spend on an entertainment lawyer will be well worth it.

Offspring992 · October 21, 2006

5 years huh? That's kind of weird. I've always seen the term as number of albums, not years. But what I think it is saying is this: After your 5 years are up (Which is a long time by the way), they can require you to put out more albums if they so feel like. Personally, I wouldn't sign it just after reading the term length. If your first album bombs, you're stuck for 4 more years having to do 2 more albums, and they don't even have to release the next 2 if they don't feel that it is commercially satisfactory. (Not sure if they happens with indies but it can happen with majors) It would be a good idea to ask for a guranteed release. Just out of curiosity, what royalty rate are they offering and is it at SLRP or wholesale? And as far as the requirement goes, the label has to approve what studio you want to go to, who produces, and what songs you want on the album, and they can have someone from the label at each of your sessions. Just out of curiosity, what royalty rate are they offering? And is it off SLRP or Wholesale price? And who is going to be responsible for paying the producer’s royalties?

I go to school for music business, so I’m still learning about contracts but I have a pretty good understanding so far. Send me a PM and I can read the whole contract if you want me to and I’ll try and help you out.

Scafeets · October 21, 2006

A simple reading and advice from a top music industry lawyer should cost between $150 and $300. You can fax or email it to them in NYC, LA or Nashville, and then talk to them on the phone.

What you want to avoid is a rewrite or having a high-power attorney negotiate for you. Your situation looks like simply an hour of a good lawyer's time. A helf hour to review the contract and a half hour on the phone.

If it were me (and when it WAS me) I looked for a firm in NYC that had represented other artists on the label.

Good luck!

gtrbass · October 22, 2006

johngalt,

You have a PM.

BATCAT · October 25, 2006

Originally posted by johngalt

Should I hire one?

Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

germanicus2112 · October 26, 2006

Originally posted by Manipulate

I'm a lawyer but I don't practice entertainment law.

If you want to be safe, you should have an entertainment lawyer review the entire contract. While you may only be worried about those two clauses at the present time, there may be other clauses that you're overlooking that have significant ramifications. Make sure you find a lawyer who is familiar with your particular situation so that he/she can give you advise about industry norms.

Also, relying on substantive legal advice (does this contract look okay?, etc.) you receive on the internet is a bad idea. There is a lot of misinformation on the internet, especially in regard to legal issues. Most of my cases involving contractual disputes arise from situations where people decided to write their own contracts, modified existing contracts, or relyed on advice from non-lawyers as to what to do.

Any competent lawyer will refuse to give you specific advice on that contract unless they look at it in its entirety. There's a big difference between waxing philosophic on legal issues on the internet and seeking specific legal advice. You seem as though your at the point where you need specific legal advice. If you want to cut your risks you really need to go to a lawyer who can adequately advise you.

+1

Its completely possible that other portions of the contract could drastically influence the reading and meaning of the posted sections.

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considering two clauses in recording contract

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