Hi there!

An electronic dance music label has sent me a record contract for a single, basically containing:

- 10 year exploitation rights to label
- 50% royalties for digital sales to me

There is a clause about publishing rights, that I would need some advice with:

1. "...complete and undivided world-wide publishing rights assigned to LABEL for the duration of copyright"

The above is not ok, and has been covered in this SOS Forum thread before. So am I right in trying to limit this to 10 years as well?

2. "...the writers allow irrevocably LABEL to register the title as originally owned worldwide by LABEL with the relevant copyright societies..."

What does "originally owned" mean? If I limit publishing rights to 10 years, can the above clause still be kept?

3. There are no publishing rights percentages mentioned in the agreement. I suppose the formulations above mean that 100% would belong to the label?

Big thanks for any insights!

Quote BlueGuy:

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Hi there!

An electronic dance music label has sent me a record contract for a single, basically containing:

- 10 year exploitation rights to label
- 50% royalties for digital sales to me

There is a clause about publishing rights, that I would need some advice with:

1. "...complete and undivided world-wide publishing rights assigned to LABEL for the duration of copyright"

The above is not ok, and has been covered. So am I right in trying to limit this to 10 years as well?

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Yes. It reads as exclusive worldwide publishing in perpetuity. It would be quite reasonable to ask for an advance for this to recognise the rights you are being asked to give up. In any event, time limiting the contract is always wise so that you can get your full copyright back.

Quote BlueGuy:

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2. "...the writers allow irrevocably LABEL to register the title as originally owned worldwide by LABEL with the relevant copyright societies..."

What does "originally owned" mean? If I limit publishing rights to 10 years, can the above clause still be kept?

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I think it means that they will use your title and not a re-title which is sometimes the case when there are multiple uses of a works. The effect of this is that they will collect on ALL alternative uses even if it is you that secures them.

Quote BlueGuy:

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3. There are no publishing rights percentages mentioned in the agreement. I suppose the formulations above mean that 100% would belong to the label?

Big thanks for any insights!

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The publisher (in this case also the label) have no rights (control) over the writer share of royalties. They only control the publisher share. However, as you say, apportionment of the latter needs clarification.

Bear in mind also, that there are 2 copyrights involved here if the label intend to use your master (recording). Make sure your agreements deal with each separately and don't confuse the 2.

Edited by Phil O (03/08/12 10:42 AM)

It's also a good idea to mention here something that many people overlook in these types of contracts: if you should happen to land a placement for this in something (TV show, commercial, etc) - even with no involvement from the publisher & you've landed the license deal entirely on your own - you're required to split the fee you get with them per the terms of this contract. Just a heads-up in case you had ideas about exploiting things on your own!

Kerry

Quote Phil O:

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Quote BlueGuy:

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2. "...the writers allow irrevocably LABEL to register the title as originally owned worldwide by LABEL with the relevant copyright societies..."

What does "originally owned" mean? If I limit publishing rights to 10 years, can the above clause still be kept?

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I think it means that they will use your title and not a re-title which is sometimes the case when there are multiple uses of a works. The effect of this is that they will collect on ALL alternative uses even if it is you that secures them.

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Hmm, without more context, I wouldn't be so sure 'title' as used here necessarily refers to the song's title. Might just as easily mean the song (composition) itself which the label will register with rights societies as being theirs originally (which is certainly not desirable). Might need to refer to preceding language in the agreement reciting what is actually meant/covered by the term "title" (the missing context). Red Flag! Red Flag!

Three things leap out immediately:

There is no apparent 'term' (duration of the contract) because the 'ten years' is complicated by the 'lifetime of the copyright'. The company will eventually lose interest in this recording, it is generally customary for rights to then revert to the original author. This is not unreasonable.

The label and the publisher are the same. This is very important. The publisher should be your representative in negotiations with the record company who are out to maximise profit for themselves. This makes negotiations meaningless.

The language is imprecise. Copyright in the sound recording and publishing are not distinct for instance although this might be clarified elsewhere. Anything that is not clearly understood at this point is the thing that lawyers will discuss endlessly later, making disagreements very costly for all parties. The label may be aware of this and playing a game they know you can't afford to join in or they may be well meaning and/or incompetent and do not understand how this could turn out.

A simpler, clearer agreement would be better. If there is a possibility that real money will be generated then you need professional advice. If you think this may be an ongoing relationship then it would be good to start it well.

I speak from my own experience and of those close to me.

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Ohm's Law states, "Your PA isn't as powerful as you think it is".

Hi everyone!

First of all, thanks for all your insights, Phil O, KMuzzey, Goddard & shufflebeat. I don't know what I'd do without your help and the SOS Music Business forum!

This is an electronic dance music release on a small label, so we are most likely not talking about any big sums of money. Nonetheless, I will not just give away the copyrights to my music.

I'll try to sum it up:

1. I won't accept the sentence about assigning publishing rights to label for duration of copyright.

2. I won't accept the sentence where the label is "allowed to register the title as originally owned worldwide by LABEL with the relevant copyright societies...".

Goddard, I am bound to interpret "originally owned" is as you say/fear as well. Earlier in the same sentence, the language is referring to "the aforementioned compositon", so I think "title" is, too.

3. About the publishing percentage: as the language is imprecise and there are no numbers, it must mean that the entire publisher's share would be assigned to the label.


Instead of using the label's publishing clause, I plan to suggest splitting the publishing share 50/50 with the label, with the following paragraph (that I nicked from another contract):

"Licensors hereby agrees to split ownership of the publishing on a 50/50 basis with Company. Company shall be entitled to fifty (50%) percent of all publishing revenues and the Licensors shall be entitled to the balance of the fifty (50%) percent of such revenues. Company shall have the exclusive right to administer the copyrights for any master delivered under this agreement for the same terms specified herein. /../"

Would the above terms and text be reasonable, for a term of, say, 10 years? The above is what is called a co-publishing agreement, right?


Best regards,

BlueGuy

Your suggested replacement clause, "all publishing revenues", reads as per a straight 50 : 50 publishing deal.In effect, the label takes all the publisher share (which comprises 50% of the total) and you get the writers share which is the other 50%.Fine if that's acceptable to you.

The clause is not suitable if you require a proportion of the publisher share e.g a 75 : 25 deal would involve receipt of all the writers share (50%) + half of the publisher share (50% of 50%).

Provided there's no obvious conflict in the wording, by itself, the split doesn't usually have a direct bearing on the term of the contract.

A co-publishing agreement is quite simply where there is more than 1 lead publisher who share the revenues.The arrangement you have outlined does not appear to be this.

Hi Phil!

Hm, are you sure? I'm not interpreting it like that. To analyze the wordings:

"Licensors hereby agrees to split ownership of the publishing on a 50/50 basis with Company."

...so the publishing ownership is split; the label would not be given the full publishers share?

Further:

"Company shall be entitled to fifty (50%) percent of all publishing revenues and the Licensors shall be entitled to the balance of the fifty (50%) percent of such revenues."

I interpret that as the publishing revenues are being split 50/50? It says nothing about it being 50% of the total?

Admittedly, I'm a newbie at this, so I might very well read this wrong.

I really appreciate all the time you put into helping me, thanks!

I think it's a bit ambiguous. For me, a clear reference to the "publisher share" (of publishing revenue) would provide more comfort. Contracts usually have a definitions section to specify the exact meaning of particular terms.

Just my 2 cents.

It's worth doing some research on the different jobs a record company and publisher do. The label seems to want the rights share for publishing without really doing the job.

There are many good books that folks here might recommend, Donald Passman's is the first one I came across and recommend highly. Get a recent one, things change.

At the level you and many of us are operating this is not hugely complicated but it can't be contained in a forum post. Until you've done that work you're being asked to sign a document you don't understand.

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Ohm's Law states, "Your PA isn't as powerful as you think it is".

Phil O - Thanks for your input! Rewrote the clause, now explicitly mentioning the "Publisher's share".

shufflebeat - you're completely right. And thanks for the tips on Passman's book, I'm definitely getting it. Apparently, an 8:th edition is coming this Christmas.