Non-Exclusve???

[ochaim]

A few question to those who are familiar with publishing contracts:

I received a "non-exclusive publishing agreement" containing the following terms:

The Writer hereby assigns to the Publisher a certain heretofore unpublished original
musical composition, the right to secure copyright therein throughout the entire world, and to have and to hold the said
copyright and all rights of whatsoever nature there under existing, for 35 years from the date of this contract

Do the terms unpublished/exclusive mean the same tracks are not being pitched by another publisher?

The transfer from the writer to the publisher, "the right to secure copyright therein through the entire world". Does this look more scary than it really is?

35 years???

These are the only paragraphs that relate to ownership that I could gather.

Would I be necessarily restricted from submitting the same tracks to other publishers?

Thanks in advance for any help!

Owen.

[Casey H]

A few question to those who are familiar with publishing contracts:

I received a "non-exclusive publishing agreement" containing the following terms:

edited out: CPH

edited out: CPH

Do the terms unpublished/exclusive mean the same tracks are not being pitched by another publisher?

The transfer from the writer to the publisher, "the right to secure copyright therein through the entire world". Does this look more scary than it really is?

35 years???

These are the only paragraphs that relate to ownership that I could gather.

Would I be necessarily restricted from submitting the same tracks to other publishers?

Thanks in advance for any help!

Owen.

Hi Owen

Was this from a music library?

If it's intended to be a non-exclusive agreement such as with a non-exclusive music library, it's worded inappropriately. In a non-exclusive deal you DO NOT assign the copyright to the other party, just the right to re-title, pitch, sign licenses, administer, etc. (paraphrasing - not legal language).

I've seen cases where a new non-exclusive library starts up and they make their contract by hacking up someone elses without understanding it all. I can't say if that's what's happening here but if they said it was non-exclusive, it doesn't look right.

If this was a standard exclusive publishing contract, the 35 years would not be an issue as long as there was an appropriate reversion clause saying that if they don't make a placement within N years, all rights revert back to you.

The second usage of the word "exclusive" you highlighted is in a different context. That refers to YOUR current ownership of the song-- you exclusively own it so that you are legally authorized to sign the contract.

Can you tell me more about the context of the situation? (Don't reveal the company name or any more specific contract language). Is this a music library for film/TV? A publisher who wants to pitch to artists? Do you know anything about their reputation?

Disclaimer: I can't give legal advice as I am not a lawyer... Just opinions based on experience.

Casey

[ochaim]

Thanks for your response, Casey.

The context is a library pitching to TV this is supposed to be a non-exclusive agreement.

It didn't quite look right to me, I'm glad you confirmed this.

As well, I think this might be the reversion clause you referred to with with respect to the 35 year contract duration

i. The Publisher shall, within X months from the date of this contract (the
"initial period"), cause a commercial sound recording of the composition to be made and
released in the customary form and through the customary commercial channels. If at the
end of such initial period a sound recording has not been made and released, ..... this contract
shall terminate.

You'll notice there's the "cause a commercial sound recording", this is weird for a contract to pitch library music for TV right???

And on top of that, there's a whole page outlining how I'll be paid for what looks like the sale of sheet music for various uses (piano, orchestral arrangement, vocal etc.).

From what I could google, the company has been in business for about 6 years and have been in partnerships with what looks like larger publishers in the UK and Australia and a couple of indie labels. Placements run from straight to dvd movies to shows on major networks to pop groups signed to major labels (none of which I've heard of mind you).

I'm convince there is something weird/wrong about this, I'll politely clarify the some of this, especially the transfer of copyright in the first paragraph.

Thanks so much for me giving me a point of reference for this, Casey.

[Casey H]

Hi Owen
It's best not to post a lot of exact language from someone's contract. Their contract is their intellectual property and they may not be thrilled to see it on a public website for discussion.

Feel free to PM me and we can talk more about the situation.

Best,
Casey

[ochaim]

Thanks for the advice, Casey.

I edited the posts to provide just the essential clauses I had concerns about.

I'll PM you for further discussion.

[ochaim]

So I got the matter clarified.

I didn't notice at first because the change was so miniscule, but the publisher re-titled the tracks so that apparently makes it non-exclusive.

I know there's much controversy over re-titling but this is the first bite from a publisher of any significance so I may just take my chances with this. Even if I can get a few placements on an MTV show, I'll have reached a milestone for myself.

Thanks to Casey for the guidance.

[T&V Marino]

Hi Owen,

Casey has given you some really great advice, but you are strongly urged to seek legal counsel. Matto gave us this advice several years ago and he was so right! You can get SUPER messed up by not understanding "legalese." Some of the terms may sound scary, but it's usually known as "boilerplate" language, which is common, so it's probably not as troublesome as it sounds. Still, you want to be certain.

You don't always need the high-priced entertainment attorney, just someone who is well-versed in reading, understanding, translating, and explaining contracts. You might even find a hot-shot, qualified paralegal to help you for a fraction of an attorney's cost. Years ago when we needed help with our first contracts, we were able to find a semi-retired attorney to help us. His fee? He just wanted a bottle of fine scotch. It was a great deal for us!

Good luck,

~ T&V Marino

[mojobone]

It's possible that the assignation of the 'right to secure copyright therein' is for future derivative works such as edits. The "cause a sound recording to be made" language is definitely old-school, from the days when publishers actually paid for demos, hence shouldn't really be common to TV contracts, where it's assumed that what you submitted is what airs. I'd be wary of an outfit that copypastes whole sections of contract language from Jehovah knows where; then again, if it's a startup, I might take a flyer. (and more likely if they're willing to adjust the contract to better fit the situation)

[Cruciform]

Owen, I know you said Casey clarified it but even with your PM it doesn't make sense to me. As I understand it, a new title (or retitle) cannot be copyrighted. It is the underlying work (or composition) that is copyrighted.

The clause you quoted in the first post refers to copyright over the composition itself, not the new title. The only way I see around this is if that clause is referring to the re-recording that the library might cause to be made (and that would need to be verified with respect to its context in the contract) . If so, maybe they could have copyright over the new recording because they would own the master. In that case you would still own the song, but not their recording of it.

I have to echo T&V's suggestion and advise you get an entertainment lawyer to look over it.

[Casey H]

Owen
Yes, do not sign this without checking first with an entertainment attorney. I answered the question as to whether what you presented sounded right for a non-exclusive (it still doesn't) and never intended to imply in any way that you should not seek legal advice.

Best of luck!
Casey