Publishing Contract-wording

[Giddy1]

Hi,

Does anyone with experience of UK publishing contracts know if the paragraph below is pretty standard and means its for the term stated (here 5 years) and thats it?. It's the bit about renewals, extensions, revisions etc, thats a bit confusing

Cheers G

1. In consideration of the payment by the Publisher of the undermentioned royalties the Assignor as beneficial owner hereby grants and assigns, for the period of five [5] years from the date hereof, to the Publisher the full and entire copyright (subject as hereinafter provided) as defined by the Copyright Designs and Patents Act 1988 throughout the territory to which that Act may now or may at any time hereafter extend together with all other rights of a like nature of whatsoever kind are now conferred by the Laws in force in all other territories throughout the Universe including all renewals, extensions, revisions, revivals and reversions and including all vested and contingent and future rights of copyright and rights in the nature of copyright whether now or hereafter created together with all rights of action (including without limitation the right to sue for past infringements) powers and benefits belonging or accrued in relation to the foregoing musical compositions and/or lyrics entitled:

TITLE COMPOSED/AUTHORED BY:

[thelevellers]

Ok, I have ZERO experience, but from what I've read on the internet about such things I believe that sounds fairly standard... If you're lucky Lazz (our 'legal eagle') will be kind enough to lend his knowledge...

Failing that get in touch with the musicians union or similar, as I'm fairly sure I remember it being mentioned before somewhere on here... Oh, and try searching these forums for similar threads, and the articles on the main site I think have some useful info on this too... I'll try and find some links for you..!

I'm entertained by the "the Laws in force in all other territories throughout the Universe" bit! They really do cover their arses don't they?!

Good luck! Rohan

[thelevellers]

Ok, here's some links you might find useful:

Interesting article

Another (quite different, possibly still full of useful info) contract discussion

And the Songstuff music business area, with an article on contract basics!

Hopefully you can either find what you need (a little) from them, or someone with more knowledge will be able to help soon!

[Songstuff]

Hi Giddy

Did you red the replies to your last post:

http://forums.songstuff.com/index.php?show...amp;#entry80446

[Lazz]

I'm guessing that if you legally transfer the copyright to them in return for payment, essentially you've sold the song outright and given up any future claim to it. If I'm reading it correctly,

You're not reading it correctly.

"the Assignor ... grants and assigns, for the period of five [5] years"

So the term is quite specifically limited - nothing about giving up any future claim.

[Giddy1]

You're not reading it correctly.

"the Assignor ... grants and assigns, for the period of five [5] years"

So the term is quite specifically limited - nothing about giving up any future claim.

Hi Lazz,

Thanks for your reply, just wondered if you could help with one last quick question on this contract ?

The paragraph reads;

13. If after this Agreement is terminated, for any reason, you enter into a distribution/record/placement deal with any of the record and/or Television/Film/Ad companies approached by us on your behalf during the term hereof, such agreement shall be deemed procured as a result of my efforts, and you will be obligated by the enclosed Publishing Agreements.

I presume this is Ok and they say it's really just to cover a situation where they may have done all the ground work near the end of the contract and then after the contract I could reap the beneifits of their work without them getting anything.

Thanks

G

[Lazz]

13. If after this Agreement is terminated, for any reason, you enter into a distribution/record/placement deal with any of the record and/or Television/Film/Ad companies approached by us on your behalf during the term hereof, such agreement shall be deemed procured as a result of my efforts, and you will be obligated by the enclosed Publishing Agreements.

I presume this is Ok and they say it's really just to cover a situation where they may have done all the ground work near the end of the contract and then after the contract I could reap the beneifits of their work without them getting anything.

You might have heard before about a distinction between the letter of the law and its intent.

You might view this clause (and the rest) in that light.

As for the intent of the clause - I believe you are reading it right.

If they have done significant groundwork already that all seems fair enough.

All styles of agency relations that I have come across address the same issue, for the same reasons, in the same way.

The letter of the clause, however, what it actually says, is a wee bit broader than that.

A cynic might suggest that this is an intentional gambit.

Hypothetically, it is possible to imagine a situation where the effort they make on your behalf is maybe not great but at least they have sent some kind of package off to every single person or company of any consequence in the relevant field of operation (there may be quite a few but it is a finite number) and that's about it.

Then, after the agreement is terminated, for whatever reason, you manage to hustle a deal on your own with any of the guys on their client list, and they get to hear about it, under the terms of this agreement it's contractual terms get kicked back into gear, and they go after their entitlement.

Hypothetically - this could be happening 25 years later (however unlikely in reality, we are just supposing)

You might begin to think the situation becomes less and less fair.

The clause needs to be modified so that it honours and respects the rightness of the intention while protecting you from the open-ended risks of suffering what any reasonable man would call unfairness.

I can't imagine anyone having a problem with that in any way.

Other things I need to say....

This is not your fault , but I am grown a tad weary of professional comment being under-valued just because it is offered free. Even though I have brought this complaint upon myself. Have you, for instance, followed up the recommendation to go through the MU’s contract evaluation ? I would like to know the answer.

Generally, public boards like this are a very poor place to go seeking informed opinion. You don’t know who people really are. And I could be anybody, for instance. I could be twelve years old. Probably am. What you really need is a qualified geezer you can sit down with face-to-face, look ‘em in the eye, find a relationship based on trust and mutual respect so you have a better idea of what you’re getting. Especially when it comes to the point of negotiating and re-writing, you really need a live person on your behalf – not on-line. And that someone needs to be aware of the entirety of the agreement terms, not just a clause here and there as you think fit (although for eminently sensible reasons in such venues as this).

The services of the MU are a sensible place to start.

More – in the UK, in my experience, it is common practice amongst entertainment lawyers to offer their first consultation free. This is in sincere hopes that they may establish an on-going relationship with someone who has a promising and potentially lucrative future. I mean, in this game, you never know. Right ?

That’s what you need to do.

If I am not much mistaken, there is probably another clause in there somewhere that says you need to have proper legal advice before signing anyway – otherwise it could be grounds for a court to rule the deal unfairly out of order.

Good luck.

Edited May 30, 2008 by Lazz

[Giddy1]

Thanks for all your help Lazz, I've now contacted the MU and I'm waiting for a reply

Cheers G

You might have heard before about a distinction between the letter of the law and its intent.

You might view this clause (and the rest) in that light.

As for the intent of the clause - I believe you are reading it right.

If they have done significant groundwork already that all seems fair enough.

All styles of agency relations that I have come across address the same issue, for the same reasons, in the same way.

The letter of the clause, however, what it actually says, is a wee bit broader than that.

A cynic might suggest that this is an intentional gambit.

Hypothetically, it is possible to imagine a situation where the effort they make on your behalf is maybe not great but at least they have sent some kind of package off to every single person or company of any consequence in the relevant field of operation (there may be quite a few but it is a finite number) and that's about it.

Then, after the agreement is terminated, for whatever reason, you manage to hustle a deal on your own with any of the guys on their client list, and they get to hear about it, under the terms of this agreement it's contractual terms get kicked back into gear, and they go after their entitlement.

Hypothetically - this could be happening 25 years later (however unlikely in reality, we are just supposing)

You might begin to think the situation becomes less and less fair.

The clause needs to be modified so that it honours and respects the rightness of the intention while protecting you from the open-ended risks of suffering what any reasonable man would call unfairness.

I can't imagine anyone having a problem with that in any way.

Other things I need to say....

This is not your fault , but I am grown a tad weary of professional comment being under-valued just because it is offered free. Even though I have brought this complaint upon myself. Have you, for instance, followed up the recommendation to go through the MU’s contract evaluation ? I would like to know the answer.

Generally, public boards like this are a very poor place to go seeking informed opinion. You don’t know who people really are. And I could be anybody, for instance. I could be twelve years old. Probably am. What you really need is a qualified geezer you can sit down with face-to-face, look ‘em in the eye, find a relationship based on trust and mutual respect so you have a better idea of what you’re getting. Especially when it comes to the point of negotiating and re-writing, you really need a live person on your behalf – not on-line. And that someone needs to be aware of the entirety of the agreement terms, not just a clause here and there as you think fit (although for eminently sensible reasons in such venues as this).

The services of the MU are a sensible place to start.

More – in the UK, in my experience, it is common practice amongst entertainment lawyers to offer their first consultation free. This is in sincere hopes that they may establish an on-going relationship with someone who has a promising and potentially lucrative future. I mean, in this game, you never know. Right ?

That’s what you need to do.

If I am not much mistaken, there is probably another clause in there somewhere that says you need to have proper legal advice before signing anyway – otherwise it could be grounds for a court to rule the deal unfairly out of order.

Good luck.

[Steve]

Very sensible

[figola]

Hi,

Does anyone with experience of UK publishing contracts know if the paragraph below is pretty standard and means its for the term stated (here 5 years) and thats it?. It's the bit about renewals, extensions, revisions etc, thats a bit confusing

Cheers G

1. In consideration of the payment by the Publisher of the undermentioned royalties the Assignor as beneficial owner hereby grants and assigns, for the period of five [5] years from the date hereof, to the Publisher the full and entire copyright (subject as hereinafter provided) as defined by the Copyright Designs and Patents Act 1988 throughout the territory to which that Act may now or may at any time hereafter extend together with all other rights of a like nature of whatsoever kind are now conferred by the Laws in force in all other territories throughout the Universe including all renewals, extensions, revisions, revivals and reversions and including all vested and contingent and future rights of copyright and rights in the nature of copyright whether now or hereafter created together with all rights of action (including without limitation the right to sue for past infringements) powers and benefits belonging or accrued in relation to the foregoing musical compositions and/or lyrics entitled:

TITLE COMPOSED/AUTHORED BY:

what does it takes to have a music publishing company?

[figola]

You might have heard before about a distinction between the letter of the law and its intent.

You might view this clause (and the rest) in that light.

As for the intent of the clause - I believe you are reading it right.

If they have done significant groundwork already that all seems fair enough.

All styles of agency relations that I have come across address the same issue, for the same reasons, in the same way.

The letter of the clause, however, what it actually says, is a wee bit broader than that.

A cynic might suggest that this is an intentional gambit.

Hypothetically, it is possible to imagine a situation where the effort they make on your behalf is maybe not great but at least they have sent some kind of package off to every single person or company of any consequence in the relevant field of operation (there may be quite a few but it is a finite number) and that's about it.

Then, after the agreement is terminated, for whatever reason, you manage to hustle a deal on your own with any of the guys on their client list, and they get to hear about it, under the terms of this agreement it's contractual terms get kicked back into gear, and they go after their entitlement.

Hypothetically - this could be happening 25 years later (however unlikely in reality, we are just supposing)

You might begin to think the situation becomes less and less fair.

The clause needs to be modified so that it honours and respects the rightness of the intention while protecting you from the open-ended risks of suffering what any reasonable man would call unfairness.

I can't imagine anyone having a problem with that in any way.

Other things I need to say....

This is not your fault , but I am grown a tad weary of professional comment being under-valued just because it is offered free. Even though I have brought this complaint upon myself. Have you, for instance, followed up the recommendation to go through the MU's contract evaluation ? I would like to know the answer.

Generally, public boards like this are a very poor place to go seeking informed opinion. You don't know who people really are. And I could be anybody, for instance. I could be twelve years old. Probably am. What you really need is a qualified geezer you can sit down with face-to-face, look 'em in the eye, find a relationship based on trust and mutual respect so you have a better idea of what you're getting. Especially when it comes to the point of negotiating and re-writing, you really need a live person on your behalf not on-line. And that someone needs to be aware of the entirety of the agreement terms, not just a clause here and there as you think fit (although for eminently sensible reasons in such venues as this).

The services of the MU are a sensible place to start.

More in the UK, in my experience, it is common practice amongst entertainment lawyers to offer their first consultation free. This is in sincere hopes that they may establish an on-going relationship with someone who has a promising and potentially lucrative future. I mean, in this game, you never know. Right ?

That's what you need to do.

If I am not much mistaken, there is probably another clause in there somewhere that says you need to have proper legal advice before signing anyway otherwise it could be grounds for a court to rule the deal unfairly out of order.

Good luck.

what does it takes to have a music publishing company?

does possible to affliate with a publishing company?

Thanks Lazz, but I'm still a little mystified as to why the "copyright" & hence the actual ownership of the song needs to be legally transfered to them....even if it is for a specific 5 year period. You would think that a publisher would simply seek to exclude any other possible commercial use of the song for the 5 years, not require actual reassignment of ownership. In addition to that, I sold "contacted" uniform programs to bussineses for 12 years of my life & I've rarely seen a contract that doesn't include some sort of "automatic rollover" clause. The validity of those clauses varies in the U.S. from state to state, so I'd think it's a safe bet that it vary from country to country. In the uniform industry, our initial term was for 5 years, but if you didn't notify us of your intent to terminate by certified letter at least 90 days in advance of the end of the original term, the agreement rolled over for a "like term"....yes that meant another 5 years. In my home state, companies in our industry took people to court routinely. It was legally enforcable, as long as certain criteria were met & could be proven.

Again, I'm not a legal expert, I've never signed a publishing contract & I'm not familiar with contract law in your country. That being said though, I do know from experience that the exact language of a contract really does matter! When it's all said and done, it's gonna be entirely your call, but my limited experience has shown me that if the language of an agreement "legally allows" something to take place, you better count on it happening and be glad if it doesn't. All the "if, ands & buts" are in these documents for a reason. If they never intended to utilize them, they wouldn't have bothered to put them in there. I'm just trying to point out some possible pitfalls for you so you have a chance to view this from several perspectives....hopefully this helps some. Good luck with the deal!

what does it takes to have a music publishing company?

does possible to affliate with a publishing company?

Ok, here's some links you might find useful:

Interesting article

Another (quite different, possibly still full of useful info) contract discussion

And the Songstuff music business area, with an article on contract basics!

Hopefully you can either find what you need (a little) from them, or someone with more knowledge will be able to help soon!

what does it takes to have a music publishing company?

does possible to affliate with a publishing company?

[Kel]

I am still finding my way in "the industry" but my understanding is, that in assigning the copyright to the publisher, you are asking them to do what you want them to do, ie publish your song. When they have this control they can attempt to place your song with confidence that you aren't out there trying to place the song yourself, in competition with them.

 

My understanding is also, that money they earn as a result of placing your song with an artist (lets say for the fun of it, a superstar!) is that they will recover their costs, and then the profits will be distributed to the songwriter(s) as per the contract.

 

Short answer, it looks like a contract for them to do what you want them to do.

 

I am not a legal expert, of course. Just my understanding of the business, as meagre as it is.

Kel

Edited May 17, 2013 by Kel