Collaboration Contracts

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markhimley
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Collaboration Contracts

Post by markhimley » Thu Jul 20, 2017 7:36 pm

Hey all!

So I'm starting the process of working with some local vocalists in my area, and I want to do things the right way in terms of the business side of things so I'm going to have them sign contracts.

Having never written up a contract, I have some questions that I think many of you can shed some light on. Feel free to add your own questions in the thread, if this can be useful for many newbies like myself, and maybe even some veteran members - all the better!

- Do you sign one contract that covers all collaborations with a given vocalists, or a new contract for each song?

- Do you have one person hold exclusive rights to license the song? Or allow both contributors to license and pitch? I've come across some reason to believe this might be a good idea to only have one person able- so you aren't both signing deals at the same time, and so it's easier to clear in a tight situation, but can see how egos would get in the way of that too.

- After you determine the songwriting credit percentages, how do you keep track of splitting the money? Or is that done automatically through your respective PRO's?


I feel like I had several more questions but I'm blanking right now. If anyone has any templates for contracts they have found that are accurate and useful, that would be awesome too.

Thanks!!

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Re: Collaboration Contracts

Post by hummingbird » Thu Jul 20, 2017 10:32 pm

You might find these useful:
http://johnbraheny.com/resources/work-f ... agreement/
http://johnbraheny.com/resources/collab ... agreement/

- Do you sign one contract that covers all collaborations with a given vocalists, or a new contract for each song?
Is this a work for hire or a collaboration? Either way, I'd do it on a per song basis.

- Do you have one person hold exclusive rights to license the song? Or allow both contributors to license and pitch? I've come across some reason to believe this might be a good idea to only have one person able- so you aren't both signing deals at the same time, and so it's easier to clear in a tight situation, but can see how egos would get in the way of that too.
Whoever writes the songs (whether one or many) holds the exclusive rights to the song. You can't be a co-writer and not include your co-writers in any agreement pertaining to the song as everyone has to sign the deal. Pitching is different than signing. One of you can pitch, but everyone has to sign. And that means being respectful of each other and understanding what a decent deal is etc.

- After you determine the songwriting credit percentages, how do you keep track of splitting the money? Or is that done automatically through your respective PRO's?
This should be in your co-writing agreement. It will also be in the agreement you sign with any entity who will be using the track. They, or possibly you (depending on the deal/end user) will register the track at the PRO with the shares as stated in the agreement. You may state that only one of you will receive any synch or upfront free and then has an immediate duty to cut a cheque for the other co-writers for their proper share.

All this is just my humble opinion - I am not a lawyer - and should not be construed as legal advice of any kind.

HTH
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Re: Collaboration Contracts

Post by Kolstad » Fri Jul 21, 2017 12:29 am

I've found that it can be difficult to get people to sign agreements and contracts, so first of all its great that you take care of business. Doing a lot of work without any type of agreement can result that once you are done, you cant do much with it, except enjoy it in your own living room. So doing some paperwork and getting people to sign it is crucial, when you work with others.

Also there is a difference between a contract and an agreement. A contract is an agreement that can be enforced by law, while an agreement between parties is more like a promise, but there is no guarantee that it can be enforced by law. A contract has to meet formal criteria from a lawyer, based in actual law, while an agreement only aspire to do that. So, unless you spend a bit of money on lawyers, what you will be dealing with is agreements, not really contracts. You cannot be absolutely certain that an agreement is legally correct, unless you involve a lawyer who can reference it to actual law.

You have to understand copyright law pretty well to write up a good agreement, and you need to be very clear about the nature of the agreement. Is it a collaboration agreement (not so complicated), or is it a work-for-hire agreement (more complicated, also dependent on where you are in the world as only UK and the US have amendments to the copyright law). These agreements require different wording due to the nature of the relationship, and the possibility of validating them properly according to copyright law. For example you need to compensate the other party properly in a work-for-hire agreement in order for it to be valid in a situation where a dispute may occur, if you don't, it may be an agreement you did, but it cannot be enforced, because it wasnt done in a way that corresponds with the law.

As far as I know, there is a good template for a collaborators agreement in John Braheneys book on the business of songwriting https://www.amazon.com/Craft-Business-S ... 5b630434d2
And there is a great work-for-hire template in Robin Fredericks book on writing for film and tv https://www.amazon.com/Shortcuts-Songwr ... 0982004028

Check out more books here https://www.taxi.com/abouts/music-business-books/

While these are general templates, you may still want to edit and adapt them to your situation and actual cases, but its a start. Once you have done so, you can also give them to a lawyer and have her/him validate your agreements, so they become actual contracts ;)

Also remember to watch the Taxi TV shows with music attorney Erin Jacobson http://www.ustream.tv/channel/music-marketing-online

Fwiw, like Hum I am also not a lawyer, just a composer who have made similar inquiries before.

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Re: Collaboration Contracts

Post by markhimley » Sat Jul 22, 2017 12:03 pm

Thank you both so much for the very detailed feedback, I really appreciate it!! Gosh I love this TAXI community. :)

hummingbird wrote:- Do you sign one contract that covers all collaborations with a given vocalists, or a new contract for each song?
Is this a work for hire or a collaboration? Either way, I'd do it on a per song basis.

So I'm assuming ideally you would sign the contract before the song is finished, or do you do it after? The reason I ask is this - if you sign it before you create the song, how do you define which composition you are referring to in the contract/agreement if it hasn't been written yet and doesn't have a title? Or what if the song title changes after it's already in the contract? I would just be worried to sign it after the song is completed because then if you can't agree on the terms, well then the song goes nowhere.

Thanks again!!

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Re: Collaboration Contracts

Post by Kolstad » Sun Jul 23, 2017 2:09 am

markhimley wrote:Thank you both so much for the very detailed feedback, I really appreciate it!! Gosh I love this TAXI community. :)

hummingbird wrote:- Do you sign one contract that covers all collaborations with a given vocalists, or a new contract for each song?
Is this a work for hire or a collaboration? Either way, I'd do it on a per song basis.

So I'm assuming ideally you would sign the contract before the song is finished, or do you do it after? The reason I ask is this - if you sign it before you create the song, how do you define which composition you are referring to in the contract/agreement if it hasn't been written yet and doesn't have a title? Or what if the song title changes after it's already in the contract? I would just be worried to sign it after the song is completed because then if you can't agree on the terms, well then the song goes nowhere.

Thanks again!!
Like you say, once the process is started all kinds of complications can come up, so definitely beforehand. You can always leave the title blank, and fill that in later, but get the signature on the agreement. I screen people by this, so if they wont fill in the paperwork, I refuse to work with them (allthough if they are on a label, they might not do these things themselves, and then you need to comply with the label's need for a papertrail). This is basic business principles. TCB like Elvis said :-)

A tech tip if you are on iOS: in the free Acrobat Reader app you can save signatures for later use, so if you make the agreement, you can just fill in the paperwork without the need to exchange documents ect. just send them a copy. https://itunes.apple.com/us/app/adobe-a ... 37564?mt=8

If you get PDF contracts to sign you can also use the Adobe fill & sign app to the same purpose https://itunes.apple.com/us/app/adobe-f ... 99951?mt=8

Makes it easy to get things done.

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Re: Collaboration Contracts

Post by VanderBoegh » Sun Jul 23, 2017 7:03 pm

Hey Mark, thanks for PM'ing me about this thread. Personally, I've never had any type of paperwork drawn up for my collaborations. Aside from an initial email where I discuss my standard operating procedure (50/50 almost always), I've never had this be an issue.

However, that's not to say that you should follow in my footsteps... I VERY carefully vet all of the people I collaborate with. I trust them to the moon and back. I probably wouldn't just rely on an email if I were working with some random person I'd never really gotten to know. My usual collaborators (Marcus, Terrell, and others here on the forum) are all professional guys who know this business inside and out too, and aren't very likely to get hot under the collar over some perceived rip off in the percentage split as maybe a hobbyist who only makes a handful of songs each year would.

Both me and my collaborators pitch these things at our own discretion until we find a good home(s) for the songs. Usually there's some emailing back and forth first though, just so one person isn't caught off-guard and we know we've both agreed on the pitch. Not always though. I'm certainly okay with this.

And as Kolstad pointed out, there's a pretty big difference between a legal contract and an agreement. If you want something legally binding that lays out all of the potentialities of a track's life, along with percentages for everything, your best bet would be to consult a music attorney. But if you're just drawing up paperwork on your own, then I really don't see much difference in getting somebody to sign your agreement and having them respond to an email saying "that all sounds good to me".

Also, I know other people will disagree with my business model and operating procedure. Lol. I can almost hear the gasps right now, haha. I also know that I'm basing this post off nothing other than my own experience and I've never even taken a single music law course so I'm really horribly unqualified to give you a good perspective.

That said, I've also never had a problem.

Lemme go find some wood to knock on.

~~Matt

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Re: Collaboration Contracts

Post by markhimley » Sun Jul 23, 2017 7:22 pm

Kolstad wrote:A tech tip if you are on iOS: in the free Acrobat Reader app you can save signatures for later use, so if you make the agreement, you can just fill in the paperwork without the need to exchange documents ect. just send them a copy. https://itunes.apple.com/us/app/adobe-a ... 37564?mt=8

If you get PDF contracts to sign you can also use the Adobe fill & sign app to the same purpose https://itunes.apple.com/us/app/adobe-f ... 99951?mt=8
That seems like it could be very handy, thank you for the tip!!
VanderBoegh wrote:Hey Mark, thanks for PM'ing me about this thread..

..That said, I've also never had a problem.

Lemme go find some wood to knock on.

~~Matt

Thanks for taking the time, Matt, I really appreciate it. That's actually incredibly refreshing to hear how you go about this; I think I have definitely been overthinking and over-stressing about contracts and the overall business side of collaborating. I just want to make sure I take all the right steps and precautions that I need to, as collaborating with a number vocalists is very new terrain for me and I don't want to shoot myself in the foot so to say, or make myself look like an amateur to a potential library contact/supervisor should I get one of these songs forwarded.




FWIW I ended up using the template that you shared, Vikki, for the Collaborators' Agreement. I actually just had the session with the vocalist today and am very excited to be entering the world of collaborating and makings songs in addition to all the cues I do.

Thanks again to everyone who took the time to share insight and advice!

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Re: Collaboration Contracts

Post by VanderBoegh » Sun Jul 23, 2017 7:32 pm

You know, one more thing I should mention is that my post above was focused entirely on collaborations.

It's completely different with a Work-for-Hire. When I do those ("WFH's" for short), I ALWAYS get a signed piece of paper showing that I paid "$$" amount of money for a performance as a work-for-hire, and specifying that the vocalist has no claim over any ownership of the song. If you're doing a WFH and then keeping 100% of the ownership, you'll need to have one of these documents to show to any library you sign the music with. In fact, in most cases libraries won't accept tracks at all unless you have a signed WFH document.

Just wanted to make sure you knew collabs and WFH's are two entirely separate animals.

P.S. there's a great template for WHF documents in Robin Fredrick's book "Shortcuts to Writing Music for Film & TV". And yes, as this relates to my previous post, this (I don't think) is a legitimate legally-binding document. But it will (cross your fingers) cover your ass good enough if any problems arise.

~~Matt

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Re: Collaboration Contracts

Post by markhimley » Sun Jul 23, 2017 7:43 pm

VanderBoegh wrote:You know, one more thing I should mention...

..It's completely different with a Work-for-Hire...

..Just wanted to make sure you knew collabs and WFH's are two entirely separate animals.

P.S. there's a great template for WHF documents in Robin Fredrick's book "Shortcuts to Writing Music for Film & TV". And yes, as this relates to my previous post, this (I don't think) is a legitimate legally-binding document. But it will (cross your fingers) cover your ass good enough if any problems arise.

~~Matt

Thanks for pointing that out! I was indeed aware (to an extent) about the difference, but I assumed contracts were mandatory for both. It's good to know about the libraries and how important WFH contracts are to them when signing - also I have that book sitting on my shelf (haven't gotten around to reading it yet though) so I'll definitely have to reference that if/when I get the chance to work with someone as a WFH.

Thanks for the feedback!

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Re: Collaboration Contracts

Post by Kolstad » Mon Jul 24, 2017 2:23 am

Yeah, it's important to seize the situation. If you know people really well, like Matt writes, and both parties have studios and contribute as producers on a library track, you can just agree 50/50 split on everything in an email. Here things like whom is pitching to whom, and the IPI numbers are more important practicalities, so you dont double pitch ect. You may draw up a blanket agreement at some point, if you do many.

With singers, that you just get on as a musician for hire, you need to be more specific which rights you are signing over (c) or (p), if any, and specify compensation ect. It is fairly common to put in a clause where the singer gets a one time additional fee if the song gross over a certain amt. (like 5000 dollars). It is also practical to put into agreement that you may use the singers name and credentials to shop the song, just to be on the same page with things. You may find that musicians in general have very little business knowledge, and have a very carefree attitude with these things. While that is socially pleasing, it can cause a producer real trouble down the line, as you are administrating the song, and therefore are responsible for musicians claims. There are many stories that singers did a work-for-hire vocal, then got back to the band, who were outraged and pushed the singer to get back to the producer with additional claims. In situations like that, is it equally comforting to have proper paperwork, so it's not just for the libraries/ publishers sake.

If you collaborate with people on writing camps, pro writers ect., and you write (hitsong material) for specific artists, it's mandatory to also flesh out collaborators agreements, as there can be issues about who is going to pay for a better demo, another singer ect., if your own production doesn't cut it, or if the target for the song changes. As you can see from famous lawsuits, people don't start suing untill there are serious intrests or money involved.

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