Collaboration Agreements

[TheGillwoman]

Hi,

I'm interested to know how folks are handling the legal part of co-writes. The collaboration agreement my lawyer drew up for me is a Co-Publisher agreement that hands all the admin duties - from pitching to collecting to everything admin related - to me. On the one hand, I can see how messy it would be to have all collaborators involved trying to do all of those things at once, and how it makes sense to pick an administrator for each tune. On the other hand, I can see how each writer would want to take advantage of whatever relationships he/she has in order to get the tune out in the world.

Thoughts? Advice?

Thanks,
Jane

[cosmicdolphin]

Hi Jane

I've have many collabs signed to Libraries. Maybe I'm just too trusting but I've never had any kind of formal arrangement. Lawyers etc ? Jeez no... just a verbal /email agreement . Equal splits all round.

Your PRO / Library usually handle the payouts

Mark

[RPaul]

I'm interested to know how folks are handling the legal part of co-writes. The collaboration agreement my lawyer drew up for me is a Co-Publisher agreement that hands all the admin duties - from pitching to collecting to everything admin related - to me. On the one hand, I can see how messy it would be to have all collaborators involved trying to do all of those things at once, and how it makes sense to pick an administrator for each tune. On the other hand, I can see how each writer would want to take advantage of whatever relationships he/she has in order to get the tune out in the world.

I do what I call co-publishing agreements for this purpose. However, I only do those when I am getting to the point of being ready to exploit the song in some way (e.g. to release a recording myself, to license the song for another artist to use, etc.). I call them co-publishing agreements, rather than collaboration agreements, because my collaborators also own their publishing for our songs, and it is our publisher hat that has the ownership of the copyrights in the sense of splits for performance rights and such. Also, they go beyond typical collaboration agreements to spell out some specifics for licensing the songs. Prior to the point of doing such agreements, any informal agreements will just be via emails and the such, and, at least to date, I've always just done equal splits.

As for those co-publishing agreements the main reason I've done those is that most of my co-writers are not experienced, or even very active, on the business side of music. Especially in the cases of co-written songs I'm recording myself and putting out there in some way, I understand the time-sensitivity of any opportunities, where even a few hours, no less a few days or longer, could be critical. And having a single point of contact for both the recording and the song minimizes the potential that delays will sink an opportunity. (In the more distant past, when I was licensing songs only to indie artists, I had a number of cases of multi-way mechanical license agreements that took elapsed weeks to get completed. While it didn't prevent any cuts on that front, it did make it very clear to me that such delays would not be acceptable in many contexts.)

My co-publishing agreements allow both (or all in the case of more than two co-writers/co-publishers) parties to exploit and administer the songs, subject to paying the other parties their shares. They do not provide any extra share for administration, and they do specify that any performance rights go directly to the co-writers' PROs for both writer and publisher shares. They also specify things like not being able to incur costs on behalf of the other without explicit agreement, other than agreeing to register the copyright and split that cost. They also specify that the agreements cover only non-exclusive uses. For any exclusive uses, those would have to be agreed by both parties, and a separate agreement may be added if there are known opportunities that would require exclusivity. Another area is that they allow any of the parties to assign their own publishing to another publisher, but not the other parties' publishing, and such assignments would need to be subject to the terms of the co-publishing agreement.

Really, the point of all this has mostly been to provide a legal framework to allow me to use my co-written songs with my recordings for various different types of uses. However, especially in the case of one deceased co-writer, where I had to make the agreement with the co-writer's son, it also made it feasible to do mechanical licenses of one of our songs for a low-budget indie (really DIY) cut without having the admin to deal with the cut cost more than the proceeds from the cut. And I do include considerations regarding heirs in these agreements to be safe.

Most of the rights granted in my agreements are pretty similar to the defaults in US copyright law, but just get spelled out in one agreement. However, there are a few additional bits to cover gray areas and formalize some specific considerations.

Rick

[TheGillwoman]

Hi Rick,

Thanks so much for your reply, I appreciate the info. I have had the same experience...that most of my collaborators are less interested in the business side than I am.

I think what you're saying is, any of the writers may exploit/administer the song, AND, if an opportunity arises any one of them may also become a single point of contact. Is that right?

Thanks,
Jane

[RPaul]

I have had the same experience...that most of my collaborators are less interested in the business side than I am.

I think what you're saying is, any of the writers may exploit/administer the song, AND, if an opportunity arises any one of them may also become a single point of contact. Is that right?

Hi Jane, yes, at least for my agreements, any of the writers can exploit/administer any given use of the song. So, for example, I might issue a mechanical license to a singer who wants to put the song on her album, while another might license themselves to release the song on their own album. We'd just have to settle up with each other for any royalties. In practice, I've been the only one doing any licensing to date, a combination of indie (DIY) artist cuts and my own recordings, while also making songs available for sync licensing with my own recordings of those songs.

So the person getting the cut or placement would generally be the one administering that cut or placement for any co-writers. The key exception is that, if the co-writers have different PROs than I do, they'll have to do their part of the registration for their PRO (as I don't think my registering a song with ASCAP automatically makes a co-writer's part be registered with BMI, SOCAN, PRS, etc., even though I specify those parts in the ASCAP registration's split information).

This is mainly a convenience for the licensee in that they only need to deal with one party. And most of the artists who've licensed my songs to date aren't terribly sophisticated on the music business front, either. In fact, I've had to do a huge amount of handholding with some of them. Were I to make an hourly charge for some of that handholding, they'd owe me WAY more than the license fees!!! LOL. (I mostly didn't mind, though, because my strategy in most of that was to try and get in with artists who might have some promise early in their careers, hoping some might pay off later.)

Rick

[TheGillwoman]

Thanks Rick! And yeah, aren't we all hoping they pay off later?! LOL

[cosmicdolphin]

And most of the artists who've licensed my songs to date aren't terribly sophisticated on the music business front, either. In fact, I've had to do a huge amount of handholding with some of them.

This is why I've only worked with fellow Taxi members who know the ropes and have the same goals as we do. It's just much less hassle.

[TheGillwoman]

Mark - I know what you mean, I've realized that too.
Jane