Working with musicians

[Slyde]

Trying to figure out the best way for broke producers to work with musicians and singers so that everybody benefits if the track makes money...take a look at this modified songwriter collaboration contract that gives most rights and control to the producer but sets percentage shares for musicians involved so they get paid based on all future profits from the song...you could negotiate a certain percentage to get someone on your track or maybe the fairest way is to divide the track into shares based on how many parts/instruments are involved...would this contract work out for everybody? Please try to poke some holes in it and make any suggestions that would make it more air-tight...would love to have a simple-as-possible universal contract that everybody could use for incentive to get more live elements on their beats even if they don't have money to offer musician friends or vocalists upfront.

First draft:

Songwriter Collaboration Agreement


This agreement ("Agreement") is made as of _____________________________, between the following individuals (collectively referred to as the "Writers"):

_____________________________________ ("Producer")
_____________________________________ ("Writer 2")
_____________________________________ ("Writer 3")
_____________________________________ ("Writer 4")
_____________________________________ ("Writer 5")

In consideration of the mutual undertakings described herein, the Writers agree as follows:

1. Authorship & Ownership. Each of the Writers have, either independently or jointly, contributed to the authorship of an original musical composition entitled "___________________________________" (the "Composition"). The Writers intend that all music and lyrics in the Composition shall be merged into a single joint work, the ownership and exploitation of which shall be governed by the terms of this Agreement and cover all media whether now known or hereafter devised. The publishing rights of the Composition shall be jointly owned by the Writers (who intend to treat each other as co-authors) and/or their music publishing designees according to the following ownership shares:

Producer: _______%
Writer 2: ________%
Writer 3: ________%
Writer 4: ________%
Writer 5: ________%

2. Copyright Registration. The Producer alone shall have the right and responsibility to register the copyright in the Composition.

3. Exploitation & Administration. The Writer’s rights in the Composition shall be administered worldwide by the Producer or their music publishing designees or assigns. All negotiations relating to the licensing, publication, or other exploitation of the Composition shall be conducted by the Producer, who shall keep the other Writer(s) fully informed as to the status and progress of such negotiations and ensure that each Writer shall receive a copy of any such contract, license, or other document. The Producer shall be responsible for the administration of payment to the Writers as designated in paragraph 1 above and each Writer shall have the right to audit the books and records of the Producer with respect to any accounting rendered pursuant to this Agreement.

4. Costs. The Producer shall be responsible for any and all costs related to the Composition: (a) the cost of mastering and artwork; (b) copyright registration fees; (c) costs relating to the collection of royalties; (d) costs incurred in connection with the exploitation or protection of the Composition, including reasonable attorneys’ fees; (e) fees charged by agents, subpublishers, or administrators; (f) any fees charged in connection with making the Composition available for public sale regardless of audio format. The Producer is entitled to reimbursement of these costs before payment is issued to the Writers, who shall begin to receive their shares in accordance to paragraph 1 above after all costs have been recovered. The Producer agrees to provide the Writers with proper documentation of all costs incurred.

5. Term. This Agreement shall last for the full copyright term of the Composition.

6. Credit. The Producer will use their best efforts to insure that each Writer shall receive credit as an author of the Composition in all media where credits are customarily given to songwriters.

7. Warranties. The Writers warrant that their contributions to the Composition are original and do not infringe upon the copyright or violate the rights of any third party. Each Writer indemnifies and holds harmless the other Writer(s) and their successors and assigns from and against any expenses (including reasonable attorneys’ fees), damages or losses (including any amounts paid in settlement, but only if the indemnifying party consents to the settlement in writing) incurred by the indemnified party by reason of the breach of the indemnifying party’s warranties.

8. Assignment. Each Writer may assign his/her ownership interest in the Composition and/or his/her right to receive income from the Composition to any person or entity; provided, however, that the assigning Writer shall not be released by that assignment from any of his/her obligations under this Agreement.

9. Applicable Law. This Agreement shall be governed by the laws of ________________________. In the event of any action, suit or proceeding by one Writer against the other Writer(s), the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs related to such action, suit or proceeding.

10. Miscellaneous. This Agreement is binding upon and inures to the benefit of the heirs, executors, administrators, representatives, and assigns of the Writers. This Agreement is the entire agreement between the Writers with respect to the Composition and may be amended only by a written instrument signed by all of the Writers. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the balance of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the Writers. The headings of the paragraphs of this Agreement are for convenience only and shall not be deemed to limit or in any way affect the scope, meaning or intent of this Agreement.

IN WITNESS WHEREOF, the Writers execute this Agreement as of the date specified above.

Producer: ______________________________________
Address: ______________________________________

Writer 2: ______________________________________
Address: ______________________________________

Writer 3: ______________________________________
Address: ______________________________________

Writer 4: ______________________________________
Address: ______________________________________

Writer 5: ______________________________________
Address: ______________________________________

[Nightshade]

Thank You :biggthumpup: :jackson:

[Slyde]

Cheers Nightshade, but still hoping to get some other opinions on this and run it by as many people as possible before I'd feel good about using it...wondering what other people do in this situation?

[Slyde]

Made a small addition to Part 1 and added the bold part to this sentence:

The Writers intend that all music and lyrics in the Composition shall be merged into a single joint work, the ownership and exploitation of which shall be governed by the terms of this Agreement and cover all media whether now known or hereafter devised.

Also had an entertainment lawyer (American) look at it and give it the thumbs up, although he says it's a little more complicated than it needs to be and suggested it could be cut down a little depending on the particular situation.

[Dal-Tex]

One major problem you may encounter is it's hard to generate significant revenue unless you have a hit on your hands.

[Slyde]

To me it seems like that's only a major problem if you're a major label that has already made a large investment and the only way to break even is with a hit...the point of this would be to protect everybody in the rare case when lightning strikes and you do have a hit, but mostly to make it worth people's time to make lots of music together knowing that even if a song doesn't do great, you only need to sell a few hundred units on a download site to make more than most amateur producers could afford to pay you upfront...and maybe they could come up with 3-4 different songs from those 15 minutes you spent jamming, making you 3-4 times that if you felt your interests were protected with a tight contract.

Ideally (but maybe a little furthur out) it would be great to have a contract so foolproof and transparent that you could put your basic tracks up on something like soundcloud and get far-away people you don't even know to send you auditions...the ones you liked would just send over a higher quality file of their part and get added to the contract.

[Shannon]

The contract looks fairly good. Like Slyde said I would simplify it (cut it down). Musicians don't like contracts. Lol

[Marshall Jefferson]

So you're basically giving songwriting credit to the musicians for playing on the song. They'll love that. A couple of questions though:

A. Do you give credit to the musicians even if they had nothing to do with the writing of the song?
B. Are you substituting songwriting credit for session fees?

If you just want everybody to get paid if the record is successful, songwriting credit is the best way of doing it. If you have great musicians that you want to continue to work with, you may consider forming a publishing company that they all have a piece of.

Songs are divided into two halves; publisher share (50%) and writers share (50%)

Now, if you have 5 writers and you split the songwriting evenly, each will get 10% of the song, but you'll still have 50% of the publishers share to deal with. each writer can have their own publishing company OR you can have just one publisher publish the whole song.

in your above contract you have 4 songwriters and a producer. If you change the producer to the publisher, the publisher will get 50% and the writers will split 12.5%.

Now, whatever splits you determine in the contract will have to be reported to whatever society you're a member of, be it ASCAP, BMI, MCPS, PPL, etc. or, no one will get paid.

The benefits of a joint-owned publishing company is you guarantee everyone gets paid off each song if it takes off, and also everybody gets pretty excited because they're involved in future profits. If you get a few hits you can license the publishing catalogs for huge amounts. If the songwriting team breaks up you can form another with new musicians.

Hope this helps.

[Slyde]

Hi Marshall, many thanks for your reply :)

I think if the producer is bringing somebody in to play a specific part that they already had in mind/written themselves, a straight-up session fee makes more sense, but if you're asking somebody to jam/improvise over your song then they're essentially using their years of experience to write the part on the spot for you and they should get a publishing share...please correct me if I'm being naive about the publishing side and collection societies, but I wanted to streamline the process a bit while getting the same results...instead of having the publishing societies deal with each person involved or their publishing entity individually, I'd like the producer to essentially own and control the full 100% of publishing and rights to the song, but be legally bound to the contributors and fully transparent about all related business dealings...would the bottom line be any different this way?

I feel like in most house music situations there's usually one or two people max doing most of the work and shaping the raw material into a song, plus they would be the ones hustling to get it out there and responsible for registering the song etc...a regular collaboration contract would insist that any business move/licensing etc be decided upon by ALL the contributors, but I think with dance tracks that would really slow things down and complicate the process unless the main producer could make those decisions themselves...I'm also thinking of it in more amateur terms where many musicians, singers, rappers wouldn't be registered or even want to worry about that stuff but still know that they'll be legally guaranteed their share of ANY profit that comes out of the song at any time in the future...it would just be the producer's responsibility to pay them along with providing a sales report a couple times a year for good faith maybe...definitely looking at this more from the digital sales side of things where you can show very concrete sales figures....hopefully ;)

Do you think a more simple approach would actually cover more ground in a way? Would it be just as legally binding if I wrote on a napkin (so to speak) that so-and-so is promised x % of all future profits from ________ song?

[Marshall Jefferson]

Sounds like you're substituting the word "producer" for "publisher". The way you're describing it they're the same thing.

You're basically thinking you take 50% of the song and the musicians split the other 50%. That's fine, but everyone will still have to register as writers to get paid. You will have to register as a publisher to get paid.

I'm not sure if a napkin is legally binding or not, but you run the risk of looking unprofessional by doing it.

You'll have to do a publishing deal with each writer, with them assigning you their publishing half. Once that's done, you control the composition and can shop it however, wherever, and whenever you want.

[Slyde]

This has been very helpful, thanks for your time Marshall :)