Co publishing question. Help please ; Right of first refusal

[playagibson]

Hey there !

Bamtone and I just got an offer for an exclusive deal.
My question is regarding paragraph 15.
Am I right in assuming I must offer all future songs and instrumentals to said company first and can only shop my work to other companies once they have given consent or is this just referring to the one song.
I did some research on the publishing library and they are definitely legit and well respected.
Is this clause common with exclusives ?
We are planning on having a music attorney go over it with us, since this is an exclusive deal.
Thanks for your input.
Rich.

15. Right of First Refusal. Writer’s Publishing Designee shall not sell, transfer, assign or otherwise dispose of any interest in the copyright of any Composition and Writer shall not enter into an agreement with respect to Writer’s services as a songwriter (whether or not exclusive, or for administration services), without first offering to Company the right to buy or acquire such interest at the same bona fide price/terms and pursuant to the same bona fide terms as may be offered to Writer’s Publishing Designee and/or Writer by any responsible and unrelated third party, which terms may, however, only provide for payment of cash in lump sum or installments. You agree to give Company written notice of any such bona fide and acceptable offer as described above (which notice shall set forth the name of the prospective purchaser, the price, and all other terms of such offer), and Company shall have twenty (20) business days after receipt of such notice in which to notify you whether or not it desires to acquire such interest in the copyright of such Composition or your services as a songwriter at the price and pursuant to the terms set forth in the notice. If Company fails to give you written notice within the twenty (20) business day period that it is exercising its option to buy or acquire such interest, you shall have the right to accept the bona fide offer by the prospective purchaser, but only as set forth in your notice to Company, provided, that if you do not accept such bona fide offer from such prospective purchaser within sixty (60) days after expiration of the twenty (20) business day period, the procedure set forth in this clause shall again be followed by you before you may dispose of such interest in the copyright of such Composition.

[Casey H]

Hey there !

Bamtone and I just got an offer for an exclusive deal.
My question is regarding paragraph 15.
Am I right in assuming I must offer all future songs and instrumentals to said company first and can only shop my work to other companies once they have given consent or is this just referring to the one song.
I did some research on the publishing library and they are definitely legit and well respected.
Is this clause common with exclusives ?
We are planning on having a music attorney go over it with us, since this is an exclusive deal.
Thanks for your input.
Rich.

15. Right of First Refusal. Writer’s Publishing Designee shall not sell, transfer, assign or otherwise dispose of any interest in the copyright of any Composition and Writer shall not enter into an agreement with respect to Writer’s services as a songwriter (whether or not exclusive, or for administration services), without first offering to Company the right to buy or acquire such interest at the same bona fide price/terms and pursuant to the same bona fide terms as may be offered to Writer’s Publishing Designee and/or Writer by any responsible and unrelated third party, which terms may, however, only provide for payment of cash in lump sum or installments. You agree to give Company written notice of any such bona fide and acceptable offer as described above (which notice shall set forth the name of the prospective purchaser, the price, and all other terms of such offer), and Company shall have twenty (20) business days after receipt of such notice in which to notify you whether or not it desires to acquire such interest in the copyright of such Composition or your services as a songwriter at the price and pursuant to the terms set forth in the notice. If Company fails to give you written notice within the twenty (20) business day period that it is exercising its option to buy or acquire such interest, you shall have the right to accept the bona fide offer by the prospective purchaser, but only as set forth in your notice to Company, provided, that if you do not accept such bona fide offer from such prospective purchaser within sixty (60) days after expiration of the twenty (20) business day period, the procedure set forth in this clause shall again be followed by you before you may dispose of such interest in the copyright of such Composition.

You really need to discuss it with a music attorney. Also, it's hard to comment on a paragraph out of the context of a whole contract (but don't post the contract). My strong **GUESS** is this is with respect only to the tracks covered in the contract and has nothing to do with your future work. Note that "Composition" is capitalized which probably means they are referring to how the term "Composition" is defined earlier in the contract. Most likely that word refers to the titles either at the top or in a Schedule A at the end. Again, that is an educated **GUESS** and you need to discuss it with your attorney.

Congrats to both of you!
Casey

[playagibson]

Thanks Casey,

The library contact is very nice and approachable.
I spoke with her this morning.
I didn't post the entire contract for obvious reasons.
I always feel like my head will explode every time I read these darn things
I will double check the " Composition " section.

Thanks again Casey !
Rich

[playagibson]

Schedule A show's this ;
I think your correct Casey !
We will be looking into to it tomorrow with an attorney.


The Compositions are presently entitled: Title(s) Writer Percentage Owned/Controlled PRS
1. __________________________
2. __________________________
3. __________________________ Etc.
_________________________ _________________________ _________________________
______ ______ ____

[Cruciform]

It is difficult to interpret such passages out of the context of the whole contract but I read it as referring to future compositions. I don't see how it could make sense to include such a clause with respect to the compositions that are being accepted per the schedule A. If you sign this contract they have already taken control of those songs. It would be redundant to have a clause then stating they also want first right of refusal of compositions they've already signed. That's my out-of-context opinion.

Good call on the attorney. Please let us know how they interpret it.

[playagibson]

The contact from the library told me that the clause applies only to the song(s)
listed in schedule A .

[Cruciform]

Hey Rich,

It still doesn't make sense for the reason I gave. I'd definitely like to hear how your attorney interprets it in context.

[Casey H]

Contracts usually define common terms up front (typically first paragraph) that are used throughout and then refer to those terms in the rest of the contract as capitalized or all caps. This can apply to terms such as Composition, Master, Artist, Publisher, Licensee, Licensor, etc.

This video about contracts may help: http://youtu.be/6u8AgUXPpLM

Best of luck!
Casey

[Cruciform]

There is only one situation I can think of in which the quoted clause can make sense.

Rich, is this an administration agreement? ie. is this publisher *not* taking copyright?

If the contract is not automatically transferring copyright to the publisher, but only certain rights in respect to exploiting the composition, then it would make sense for them to include a first-right-of-refusal on acquiring the copyright.

[playagibson]

It's a publishing and administrative deal.
Section 1(a) spells it out.
It takes a few days to digest all of the legal talk.
I'm good with the contract and the fact that my contact replied by email ( in print ) to answer my questions prior to signing goes a long way with me.
I appreciate the help.
Alarm bells went off when I first read it, but I didn't take into account schedule A and how it is specified and the legal term of Composition.
I don't have any issues with exclusive, but you need to understand all the implications before you sign.