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How do you guys interpret this paragraph from a contract?

It sounds to me like they don't have to pay me if they don't want to.

"I hereby confirm so far as the same concerns me, that for good and valuable consideration, the receipt and adequacy of which I acknowledge that neither -----------------, LLC nor any of its affiliates, licensees, customers or any person, company or corporation deriving any rights from ---------------- will have any obligation to make any payments of whatsoever nature to me or anyone claiming rights through me or on my behalf as a result of any use of the Compositions and/or Masters"

It's never wise to interpret clauses out of context because what's around it can significantly alter the meaning. But this paragraph taken alone seems to require you to acknowledge they've already paid you consideration and that they have no further obligation to pay you anything further for usage. If this is a WFH and you've received a fair upfront buyout fee then it might be ok. If they're offering nothing upfront but requiring you to sign saying you've received consideration, then I'd be saying, "No thanks."

Caveat: wider context could render the previous interpretation wholly incorrect.

Wonder if we have the same company, Elser, since my contract also says the same ...

I've received nothing up front for any of my pieces, and they're all under an exclusive deal. All I'm entitled to is my writers share (assuming that's even anything). Hopefully I didn't just give away 9 songs ...?

Concerned ...

Either of you feel like emailing a contract to me? Sounds like something is not right. Send me a PM if you like and I'll give you an address.

I'd be careful too in this instance, as the language used is not like anything I've seen in the contracts I've dealt with.

While it's true like Rob says that interpreting paragraphs out of context can alter their meaning, and especially in legal contracts, the wording here is suspicious as contracts often take great measure to emphasize that there actually has been or will be compensation for the work, not just the opposite.

FWIW I sent an email to the owner and asked him if he could clarify it for me. I'll let you know what I get back.

Cruciform wrote:Either of you feel like emailing a contract to me? Sounds like something is not right. Send me a PM if you like and I'll give you an address.

Sure PM me you're email address.

I told Jon I'd reply here. That's just in case Peter has the same contract.

The paragraph quoted in the OP is from the Schedule B. To take a step back, the Schedule A is the list of titles and writer splits for all compositions being administered by this library. That's where writer share is assigned so when the library registers the works with a PRO, the writer(s) are registered according to their splits on the Schedule A.

Peter, if you have the same contract, Clause 5 states that you are responsible for all recording/production costs (this is fairly normal) and that the library bears no responsibility for such costs. The last sentence of Clause 3 (c) states your responsibility to have any non-writer contributors complete the Schedule B.

The Schedule B is for anyone else who has worked on a song but is not being given a share of the writer's credit. For example, say you have a session guitarist or violinist (or whatever) play some parts for a song or songs. Each such person will be required to complete and sign a Schedule B and note on it all compositions that they worked on.

This is a work-for-hire form which protects the library and you from any future claims against a song. The person is confirming that they have been paid due consideration for their work and have no future claim against any earnings from that song(s). Now you may not have paid a musician, it might have been a favour and you'll return it at some point (doing session work for them). But the library still requires that a Schedule B be completed. It's a due diligence and protection factor. If a session musician/producer/whatever refuses to sign a Schedule B then you won't in good faith be able to submit that song to this library (any library in fact). But if any session musician is due to be paid, it's your responsibility, not the library's (fairly standard).

The important clause is the second paragraph of Clause 3 (a). It states you are entitled to 50% of net license fees paid to the company excluding blankets.

*** So to put it all simply, this is a fairly standard 50/50 split deal. License fees are split 50/50 and you get 100% of writer backend. Of course that is diluted proportionately for each song that involves co-writers. ***

Clause 4 (c) requires you to submit the masters in both audio cd format (archaic but not unusual) and a data cd with Pro Tools files. I've never had a library require pro tools sessions from me. I'd check if they really are requiring that because that could increase your production costs if you don't personally use Pro Tools. Maybe they simply mean stems in which case any modern DAW can export stems as wav or aif. You'd just save the stem folders to a data CD.

Hope that's helpful and that I haven't muddied any waters. And as always, I am not a lawyer and this is not legal advice. If you want to be sure, please consult an entertainment attorney.

Thanks Rob!

Sign the deal and be done with it.