My 1st Music Library Deal - Need Some Advice!!

[jasminecrowe]

Hey everybody,

I was recently contacted by a music library after getting a forward a couple weeks ago. This is my first time and I need some advice regarding the contract.

This is a non-exclusive "retitling" deal. It all seems pretty straightforward - however I was wondering if this would affect future exclusive deals and how this all works.

Here is an excerpt from the contract:

1. The non-exclusive right, license and authority to record, edit, re-title, arrange, orchestrate, and synchronize COMPOSITIONS, to embody those COMPOSITIONS in the LIBRARIES, to make copies of such embodiments and to distribute and license such copies in all media in perpetuity and throughout the Universe.

2. COMPOSER grants DMI master and synchronization control of the COMPOSITIONS embodied in the LIBRARIES including the right to license the COMPOSITIONS to third parties to be recorded in synchronization or timed relation an unlimited number of times in any and all forms of media, whether now known or hereafter devised, in perpetuity and throughout the Universe.

3. DMI agrees to exclude COMPOSITIONS from the LIBRARIES upon COMPOSER'S request. COMPOSER acknowledges that such COMPOSITIONS will not be excluded until the term of any existing licensing agreements between DMI and third parties at the time of COMPOSER’S exclusion request has expired.

5. Notwithstanding anything to the contrary herein, COMPOSER hereby assigns all (100%) of the ‘Publisher’s Share’ of performance royalties resulting from the public performance of COMPOSITIONS as re-titled and embodied in the LIBRARIES to DMI. COMPOSER assigns control of the COMPOSITIONS embodied in the LIBRARIES to DMI. COMPOSER reserves to himself all the rights and uses of every kind whatsoever in and to the COMPOSITIONS outside of their embodiment in the LIBRARIES. DMI acknowledges that COMPOSER owns the copyrights in the COMPOSITIONS and that except as otherwise provided herein, any further or different uses of the COMPOSITIONS are subject to negotiation with COMPOSER.


So I guess I'm a little confused. If I can omit any tracks from the library at any time, would that still negate those songs from being used in any exclusive deal ever?

Can you be signed to non exclusive libraries AND exclusive libraries at the same time? How does that work?

The other parts of the language use the term "in perpetuity" so what does that mean exactly if I can omit songs from the library?

Should I ask for a 30 day termination clause of the contract or something like that?


Thanks for your help! Just want to make sure I know what I'm doing before I jump in...

[HenriettaAtkin]

Hey Jasmine,

Congratulations! First you were profiled -- and now a deal!

I wish I were a music attorney so I could help you. I suggest watching TAXI TV as Michael was on with a music attorney within the last couple of months ago. You might find some information there.

[eeoo]

If from your research they seem like a good library and you decide you'd like to work with them I would just not plan on using their "exclusion" clause. Since it's non-ex you can sign them to other non-ex libraries, the only thing you'd be sacrificing is the ability to sign those cues exclusively. If you establish a relationship with an exclusive you want to work with just write/record more music. That's what I'd do. And for the record, I'm not a lawyer!

Hope that helps.

EO

[jasminecrowe]

Thanks for the advice you guys!

I guess the only thing is I can't seem to find a website for this particular music library and I was just wondering if it's typical for non exclusive deals to be in perpetuity.

Thanks again!

[MattCurious]

Hi there

I'm an attorney. I can't help with the specifics of US copyright law but contracts are essentially the same in England, New York and California.

The capitalised words (both all caps and sentence case) are probably - should be - defined somewhere in the contract.

A mistake I keep seeing across these forums is the assumption that certain words and phrases always mean the same thing in contracts and they absolutely DO NOT - they mean whatever the contract says they mean. Although they might be used in a particular way in the industry, the contract is key.

Check out the definitions used for the different words and phrases in the contract. That will go a long way to telling you what is meant.

I can't offer this to you as legal advice (I haven't seen the contract, read the definitions or cross-qualified to the relevant bar) but here are the things that jump out to me:

So I guess I'm a little confused. If I can omit any tracks from the library at any time, would that still negate those songs from being used in any exclusive deal ever?

This means that you can ask the library to stop using / pitching your tracks at any time. But if the track has already been licensed onwards to a show / film / commercial / whatever, they are entitled to keep that in place. This is to protect their relationship with the third party.

Can you be signed to non exclusive libraries AND exclusive libraries at the same time? How does that work?

You can be as a composer but, by definition, if you agree to an exclusive licence on a track, you can't licence it anywhere else. So if you placed a track in a non-exclusive library and then subsequently agreed to an exclusive deal on that track with a different library, you would need to withdraw it from the non-ex library.

The other parts of the language use the term "in perpetuity" so what does that mean exactly if I can omit songs from the library?

As is common in standard-form contracts - particularly if drafted in the US, sorry, guys - it isn't terribly well drafted. It's difficult to be sure without seeing the rest of the contract but clauses 1 and 2 (as you've numbered them) should probably open with "Subject to Clause [3 - as you've numbered it] to make it clear that there is no on-going usage if you don't want it (except where they have already placed the track). However, as you have guessed, "in perpetuity" means forever, but it only seems to relate to the royalties they get for versions placed in the library and used by their client's.

Should I ask for a 30 day termination clause of the contract or something like that?

It depends what you'd be hoping to achieve with termination. Clause [3] enables you to tell them to stop pitching tracks etc. However, things like assignment of the publisher's rights (in the version in the library) are usually permanent, so termination wouldn't get you those rights back.

[jasminecrowe]

Thanks for the advice MattCurious!

So if I understand correctly, and I received a request for a specific song in an exclusive library after I already signed that track to a non-exclusive library, I could just withdraw it and sign it to the exclusive library? Or would I not be able to use that particular track in any exclusive deals anymore?

The reason I ask is I've had a lot of forwards lately with a particular song to exclusive libraries and want to be sure I understand what I'm doing, lol Just in case I want to hang onto it...

[MattCurious]

Hi Jasmine

It really depends on how the exclusive contract defines "exclusive" but assuming it covers all copies for every use, everywhere in perpetuity then that would cover any future use of the contract.

But it will depend on the wording of the contract whether the prohibited use of the contract includes it just sitting in a library, or actually being licensed to the library's clients.

If the former, you would need the right to withdraw the track from the library. It looks like the clause you posted allows that for all practical purposes.

If the latter, you may have a challenge if the track has already been licensed to a client of a non-ex library, because that client will want to continue using the track and the non-ex library will rightly want to prevent you from withdrawing it in order to protect their relationship with that client.

So your options in that case would be to avoid licensing the track or to amend your exclusive deal so that it permits historic licences to continue, while requiring exclusivity and withdrawal from other libraries (as opposed to their clients) on a forward-looking basis.

Again, these are all very generalised ideas but that's the kind of compromise I would suggest to a client.

Cheers
Matt

[eeoo]

Those are my thoughts as well Matt and that's why I would just avoid trying to pull anything out to sign it to an exclusive deal, you just can't be sure that it will be exclusive and ultimately you would potentially be in violation of an exclusive contract.

[Casey H]

Jasmine
It looks like you already got good advice here, but one thing... Where you posted excerpts from the contract you should edit out the three letter upper case abbreviation for the library. We are not allowed to post library names on the forum and although this isn't their full name, it might still be a problem. You could simply change it to "[Library]."

BTW, I think I know which library this is and I've had some placements with them.

Best of luck.
Casey