TAXI.com

I'm thinking of possibly entering into a contract with a company that produces trailer music. This is a new company with a newly written contract that is problematic. I'm in the process of renegotiating the most aggregious clause (a ridiculously unfair one, which stood out immediately), but now that I'm scrutinizing the rest of the contract, I see other statements that are questionable, at the least.

I'm not ready to walk away from this, as it might present a good opportunity to actually get some music into trailers, but I really think I need some help with the contract. The problem is, as always, is that the fee a lawyer would charge is much more than I would probably earn, at least initially.

I'm sure there must be others out there in the same situation. How do you handle this?

Thanks for any info.

Try California Lawyers for the Arts. They have referrals to attorneys and I believe you get one consultation for free after you join. It's very reasonable to join, less than 100 bucks for a year, I believe. Worth every penny.

Thanks, Mazz. I'd forgotten about them. I used them years ago, and actually made an inquiry with them not too long ago about another lengthy contract. The problem then was that for the fee I would pay them ($30 at the time), I would get a 30-minute consultation with a lawyer. But they told me for a lawyer to really go through a lengthy contract, he/she would need much more time (can't remember the ratio -- an hour per page?). And of course, that would end up costing a lot.

But I'm going to give them a call. It's worth a shot.

I'll make it easy for you: Don't sign the contract.

If you don't understand it or not comfortable with it, don't sign it. There are other companies out there.

Not long ago I went though an agreement for a library and started to make some changes. Some were grammatical, some were in the verbiage. At the end there were 11 changes that I proposed before I signed it and was told that the "contract is what the contract is".

There was one specific clause that I said no to. All the others I could have lived with but that one specific clause would have the potential to cost me literally everything I have or will acquire in the future, so needless to say I said no thanks.

It is always tempting to go for "the possibilities of what may become" but at the end of the day, listen to your gut.

I've worked as a legal assistant for several years (presently interrupted by a very annoying period of unemployment), but I've proofread and edited 100s of contracts and agreements drafted by attorneys. One thing I've noticed is that attorneys are quite capable (let's presume unintentionally) of putting sentences together that, once deciphered, mean the exact opposite of what they were meant to say. Likewise, on several occasions when offered contracts by music libraries, I've found both subtle and glaring mistakes. When I've pointed them out, the response more often than not was an apology along with a thank you for bringing it to their attention. These contract forms often undergo many revisions overseen by various attorneys over the years, so it's fairly easy for mistakes, contradictions, and other anomalies to crop up and remain in place until someone discovers them.

So don't discount the possibility that something in a contract that seems objectionable might simply be a mistake or poorly written. The other thing to keep in mind is that library companies or other entities that want to do business with you may sometimes be willing to accommodate your concerns and revise the contract accordingly. It's probably the exception rather than the rule, but it never hurts to ask.

As in many aspects of business and daily life, the more solid a relationship you can build, the better the chances of working out a mutually acceptable agreement. Even at the very outset of a new relationship, there is a way to approach a negotiation that both conveys respect for the other party and establishes you as being strong and worthy of respect.

And finally, if the contract stinks and can't be fixed, it's fine to walk away.

Good luck.

Richard

First, good luck! I hope you find an affordable music attorney and this all works out for you.

There have been many times where a songwriter/composer has posted that they found a clause in a contract objectionable when it turned out it was just a matter of understanding what it really meant and it turned out to be very much industry standard. (NOT saying that's the situation here)...

I also have occasionally had problems with contracts from new companies whereby they tried to make their contract from some template that didn't really fit their business model. For example, I've had non-exclusive re-title contracts use language from standard publishing deals with language about assignment of copyright-- something that makes no sense in a typical non-exclusive re-title deal. I couldn't sign something that was that far off.

Overall (without seeing this contract), one thing to keep in mind is something a lawyer told me years ago... Often, the most important aspect of a contract is the person behind it.

Best,
Casey

Thank you all very much for weighing in on this.

In this case, what seemed to happen is that the initial contract was written by a lawyer and was more or less a template contract. The company owner saw something he wanted to change in the one of the clauses and changed it and sent his composers this new contract. It's this change that I find objectionable. I'm still waiting to hear back from the company owner about renegotiating this clause.

But there are other clauses that seem troubling on the first reading. The language is not clear at all. I can sit down and try to decipher what these clauses mean, but I think it's going to take a lawyer (or someone with lots of contract experience) to determine what they really mean and what their practical consequences are. I'm not sure I would trust my own ability to find this out. I do think that this is maybe one of those cases, as Casey mentioned, in which a template is being applied which doesn't really fit this business model. This contract may very well have numerous mistakes or problems in it since this company is just being formed and this is the first contract they've produced.

So I'm not concluding that this is a bad contract; I'm just feeling wary of some of the clauses which seem unfair upon the first reading of them. Perhaps it is just a matter of bad wording. But ultimately, I'm not sure I have the capabilities of truly understanding the contract or renegotiating it. Someone with some expertise would really help, and that usually means a lawyer. But a lawyer could cost me more than I could end up earning through this gig (if I earn anything at all ).

So, this brings me back to my original problem. Do you all just depend upon your own understanding of contracts, or do you employ lawyers to help you, or both?

Mazz: I did call CA Lawers for the Arts. It's as I thought: $30 for a 30 minute consultation. After that, it's the lawyer's regular fee. They estimate it's about half an hour per page for a contract. They do have a pro-bono program and a program for moderate income clients, so I'm looking into that.

One more note: it's possible that the company owner is rewriting the contract, as other composers may have also found parts of it objectionable. So I'm not going to run off to a lawyer with the contract I have right now, because it very well may change. It also may be possible that the company owner decided that I'm making too much of a fuss, and has decided not work with me, but he hasn't said anything as such so far.