Contract Help

[rolanoid]

I'm just looking over a non exclusive synch contract that I have been offered and don't fully understand the following paragraph. I have ask the company to clarify it but I still don't fully understand and cannot afford $200 - $300 per hour for a lawyer. I was wondering if the following might mean that the licensor could decide that they want a different version of the song and just go out and hire the studio and musos themselves and then send us the bill for it all without our prior knowledge and consent?

You warrant and represent that: (i) you shall be liable (visà-
vis [Company Name removed]) for all costs and expenses for
recording and producing the Master(s) (including any
expenses for studio time, session players, etc.), and
[Company Name removed] shall not be required to make any payments
of any nature for, or in connection with, the rendition of
your services (or those of others working at your direction)
or the acquisition, exercise or exploitation of rights by
[Company Name removed] or any sub-licensees of the Master(s)
hereunder, except as provided herein; (ii) you shall be
solely liable for obtaining permission to incorporate any
so-called "samples", if any, in any Master(s) delivered
hereunder; and (iii) you are an independent contractor for
the purposes hereof, and you shall be solely liable for all
taxes due on revenues you receive hereunder; [Company Name removed]
shall not be responsible for obtaining or remitting any
insurance (e.g., workers’ compensation), taxes (e.g.,
federal, state, social security, Medicare), or the like on
your behalf.

[mazz]

The way I read this (I'm not a lawyer) is that you can't turn around and send them a bill for your studio time or any fees you pay session players. You're also saying that you have licenses for any samples and that you are responsible for your own taxes, they won't withhold or pay insurance. Also you guarantee that the masters are clean which means no one is going to come back later and claim some ownership.

Looks pretty boilerplate to me but I'm not an attorney and I'm probably missing something.

[davewalton]

It's basically standard stuff saying... "Regardless of when you recorded that song, last week or ten years ago, don't try to send us a bill for your production costs just because we're wanting to license it". And "you're not our employee and we're not paying your taxes or health insurance"

[coachdebra]

If you're in California, you can run your contracts by a lawyer via California lawyers for the arts - pro bono or really inexpensively. And lots of other states have similar services.

You could also look into pre-paid legal.

[rolanoid]

Thanks very much for the helpful input people - it's greatly appreciated!

[mojobone]

It Seems To Me I've Heard This Song Before.....recognized the clause, it been posted here before, and is generally considered to be boilerplate. (meaning it's just there for the protection of the other party, they're not tryin' to use it to screw anybody, or, in other words, 'what Mazz said') I am not a lawyer.