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Producer needs help working with feature rapper

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Re: Producer needs help working with feature rapper

Postby AlasdairEaston » Fri Apr 09, 2021 12:05 pm

I'm miles from being an expert, in fact I've no qualifications at all, but isn't this what "work for hire" agreements are for?

When you're producing a track and you bring in other people to take part in some way then they have a right to be credited and paid for their work. One way for them to be paid is to be part of the royalty income, so you agree a split (50-50, 60-40, or whatever) and any royalties that do come in are paid to the parties according to that split.

The other way to be to paid is on a "work for hire" basis. That's where you get paid there and then for your day's work (just like a plumber or a car mechanic) and give up any claim to future royalties. "Work for hire" is a standard industry term and I'm sure there will be standard templates around on the web that you could use. I think that's basically how you'd pay a violin player or a sax player who you called to come in and play some tasteful background noodling on your track. Ask them to "sign here" then pay them their session fee.

So, perhaps it's a simple as getting the rapper to sign a pretty standard work for hire agreement? That seems to match what he's already informally stated in his communications, and it's probably an easier conversation than getting into negotiations around a custom contract. "Just sign this industry standard form that formalises your earlier message, and that'll keep all our files and records straight."

Keep me right, you more experienced heads here. I just felt the work-for-hire route should be mentioned.

Cheers,
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Re: Producer needs help working with feature rapper

Postby CS70 » Fri Apr 09, 2021 12:06 pm

sohala21 wrote:Now this is the main question how do I split the Master royalties with the Artist, if there is no written contract.

First of all, it matters only if your song is very successful and you're making a significant amount of money.

That said, "no contract" is a bit of a gray area. I doubt you will find a complete answer in a forum. An attorney specialized in music business is the key here. Maybe there's one around.

In principle, if there's no contract, you don't have to split at all. The recording is yours.

That, however, assumes you have "hired" the singer - and you have proof that you paid him for the job. Or a clear statement/agreement by the artist that the work was for free. The absence of a master split agreement is reinforced by the hiring agreement (or the statement).

If you do not have a hiring agreement or even records of any payment etc, the artist might sue and claim that the recording was a "joint work" as described in US copyright law. Being his voice on your recording, there's a chance that the claim can be found valid (i.e. that he intended to contribute to a collaborative work).

In that case, the default arrangement in the US (I think) is that every collaborator gets an even split of the proceedings, so you may be forced to give him 50% of the master royalties (it would also be the decent thing to do btw, if the money is significant.. but I digress).

However, copyright law is different in every country so you really need someone who is conversant in the US law - as said, an US attorney specialized in music business.

If you want to avoid problems, pay him some money for the work and have a written statement of the transaction. Or, if his contribution is far smaller than 50% (as u seem to imply) draft a contract where he gets say 5% of the master royalties (or whatever).
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Re: Producer needs help working with feature rapper

Postby sohala21 » Sat Apr 10, 2021 4:23 am

Thanks everyone for responding.

CS70 wrote:That, however, assumes you have "hired" the singer - and you have proof that you paid him for the job. Or a clear statement/agreement by the artist that the work was for free. The absence of a master split agreement is reinforced by the hiring agreement (or the statement).

If you do not have a hiring agreement or even records of any payment etc, the artist might sue and claim that the recording was a "joint work" as described in US copyright law. Being his voice on your recording, there's a chance that the claim can be found valid (i.e. that he intended to contribute to a collaborative work).

I hired the rapper/singer through this freelance website called fiverr
So there is record of offer of a Gig by the rapper, the Seller, and a record of me, the Buyer, paying for the Gig. The Gig has a Commercial Use License that according to the terms and condition states

By purchasing a “Commercial Use License” with your Gig Order, the Seller grants you a perpetual, exclusive, non-transferable, worldwide license to use the purchased delivery for Permitted Commercial Purposes. For the avoidance of doubt, the Seller retains all ownership rights.

The rapper is the seller, I am the buyer. Note that the Seller has ownership.
With this license can the rapper get any share of the Master royalties??

I am sorry I did not mention this before but I just figured it out. Also in the terms and Conditions of the website things are not that clear, it says in general once the Buyer pays the Seller then the seller has ownership, but then it starts talking about the, Commercial Use License. In their forum, one user says he thinks the company legally has to give ownership to the Buyer for all Gigs and this Commercial Use License where the ownership goes to seller is not valid.

Thanks everyone for keeping up with me in this lengthy post.
On top of all this, for this certain Gig, there is record of communication between me and the Rapper where the rapper states "You can do whatever you want with it once i have delivered it".
Actually I am not too worried about this rapper. I am going to work with a lot of other rappers and singers from this website, since I am a full-time producer. I am planning for what I'll do in the future.
So there is the "Commercial Use License" but I have other legal options also. I can use the official communication between me and the rapper, where he can say whatever I want him to state, like "he gives owership to me". Also in the Gig, offer, the seller can specify that he gives ownership to me. So when I buy the Gig, i'll probably get ownership.

I am sorry for bringing up all these issues here. The websites does not have interactive customer support, I guess I have to get the premium service to get real customer support.

So based on all this information, I will be very grateful, if anyone has any suggestion what I should do in the future.
Like what should the Rapper say in the communication between me and the Rapper. or what Gig offer should say, like "I give ownership to Buyer", etc.
I want to be legally protected but it would be impossible to sign a contract. I don't want to give the singer 50% of the Master royalties. Ideally I would like to buy his services like a session musician, but he is less than a session musician cause he has no intellectual contribution, since he just copied me or sang my melody, a session musician at least creates original music. So once I buy the service he receives no Master royalties. If I could sign a contract I would and give him a percentage but I can not do that.

Any suggestions would be greatly appreciated. Thanks.
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Re: Producer needs help working with feature rapper

Postby CS70 » Sat Apr 10, 2021 8:50 pm

sohala21 wrote:By purchasing a “Commercial Use License” with your Gig Order, the Seller grants you a perpetual, exclusive, non-transferable, worldwide license to use the purchased delivery for Permitted Commercial Purposes. For the avoidance of doubt, the Seller retains all ownership rights.


The rapper is the seller, I am the buyer. Note that the Seller has ownership.
With this license can the rapper get any share of the Master royalties??


That sounds like a very odd agreement - it really makes no sense.

But being things like that, you're out of any "typical" situation. You (or an attorney) really have to do the legwork and look at what the "Permitted Commercial Purposes" are and what are the consequences... and probably you would need a real litigation to really establish what's what. Imho that given, yes, in principle, if you are making money from mechanical performances of the track, the rapper is entitled to a cut.

It seems that the sense of that "Gig" contract is if, say, the vocals are used in a company presentation, or a commercial - something one-off, that does not generate money per se.

But really it depends on the fine print (even if it's possible to say at all).

I am sorry I did not mention this before but I just figured it out. Also in the terms and Conditions of the website things are not that clear, it says in general once the Buyer pays the Seller then the seller has ownership, but then it starts talking about the, Commercial Use License. In their forum, one user says he thinks the company legally has to give ownership to the Buyer for all Gigs and this Commercial Use License where the ownership goes to seller is not valid.

That's what's odd... one the other side, for stuff like I mentioned, it would be fine because the seller retaining the ownership would just mean that, for example, he can take the performance into his audio cv without asking you, stuff like that.

But if you consistently make money directly from selling his performance... I would much rather used a normal "work for hire" contract which gives you, as a buyer, the property of the result. That's how all session work is done, in music. But it needs to be explicit.


On top of all this, for this certain Gig, there is record of communication between me and the Rapper where the rapper states "You can do whatever you want with it once i have delivered it".

In case of litigation, this would be an argument in your favor, assuming the communication can be proved authentic.

Actually I am not too worried about this rapper. I am going to work with a lot of other rappers and singers from this website, since I am a full-time producer. I am planning for what I'll do in the future.
So there is the "Commercial Use License" but I have other legal options also. I can use the official communication between me and the rapper, where he can say whatever I want him to state, like "he gives owership to me". Also in the Gig, offer, the seller can specify that he gives ownership to me. So when I buy the Gig, i'll probably get ownership.

This latter you should definitely do. The other "legal options" aren't really straightforward: nothing that involves litigation without the certainty of winning is. If the agreement is work for hire, the contract terms should reflect that - including the ownership of the result.

Like what should the Rapper say in the communication between me and the Rapper. or what Gig offer should say, like "I give ownership to Buyer", etc.
I want to be legally protected but it would be impossible to sign a contract.

You and the rappers do need to sign one. An electronic one, with an uninterested third party (such as Fiverr) mediating and storing it works just fine - it gives you enough firepower that it would make no sense to sue you.

I don't want to give the singer 50% of the Master royalties. Ideally I would like to buy his services like a session musician, but he is less than a session musician cause he has no intellectual contribution, since he just copied me or sang my melody, a session musician at least creates original music. So once I buy the service he receives no Master royalties. If I could sign a contract I would and give him a percentage but I can not do that.

The thing is that it's got nothing to do with intellectual contribution or not, only on what it's stated on a contract. You can be Leonardo for all that matters, but if you sign a contract that says that once finished the Mona Lisa is property of someone else, that's it. Similarly, you can be a bozo painter but if a contract says that the Mona Lisa is gonna be yours if you give a dollar, that it is.

Only when you don't have a contract some default provisions (may) apply, but usually determining that involves litigation. So why not having a contract?
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Re: Producer needs help working with feature rapper

Postby sohala21 » Sun Apr 11, 2021 9:43 am

CS70 wrote:
sohala21 wrote:By purchasing a “Commercial Use License” with your Gig Order, the Seller grants you a perpetual, exclusive, non-transferable, worldwide license to use the purchased delivery for Permitted Commercial Purposes. For the avoidance of doubt, the Seller retains all ownership rights.

The rapper is the seller, I am the buyer. Note that the Seller has ownership.
With this license can the rapper get any share of the Master royalties??

That sounds like a very odd agreement - it really makes no sense.

But being things like that, you're out of any "typical" situation. You (or an attorney) really have to do the legwork and look at what the "Permitted Commercial Purposes" are and what are the consequences... and probably you would need a real litigation to really establish what's what. Imho that given, yes, in principle, if you are making money from mechanical performances of the track, the rapper is entitled to a cut.

It seems that the sense of that "Gig" contract is if, say, the vocals are used in a company presentation, or a commercial - something one-off, that does not generate money per se.

But really it depends on the fine print (even if it's possible to say at all).

I am sorry I did not mention this before but I just figured it out. Also in the terms and Conditions of the website things are not that clear, it says in general once the Buyer pays the Seller then the seller has ownership, but then it starts talking about the, Commercial Use License. In their forum, one user says he thinks the company legally has to give ownership to the Buyer for all Gigs and this Commercial Use License where the ownership goes to seller is not valid.

That's what's odd... one the other side, for stuff like I mentioned, it would be fine because the seller retaining the ownership would just mean that, for example, he can take the performance into his audio cv without asking you, stuff like that.

But if you consistently make money directly from selling his performance... I would much rather used a normal "work for hire" contract which gives you, as a buyer, the property of the result. That's how all session work is done, in music. But it needs to be explicit.

From what I understand It looks like the main problem with the "Commercial Use License" is that
"license to use the purchased delivery for Permitted Commercial Purposes"

Problem is that it is not clear what is permitted. So what if the rapper (seller) writes in the GiG order or thorough Instant Messaging communication that he permits me to sell the song and make money. In the Licence it does not specify what is permitted so that has to be determined somewhere else. There no reference in the Terms and Contract to what is permitted. So legally its is open ended. So if the Seller (rapper) clearly states that he permits me to sell the song then it should be Ok.

So if the rapper (seller) owns his contribution then how does it affect his ability to collect a share of the Master royalty?
I am not understanding how through his ownership he can claim a share of the Master royalties.

CS70 wrote:Only when you don't have a contract some default provisions (may) apply, but usually determining that involves litigation. So why not having a contract?


I would like to have contract but I don't think it is practically possible.
The freelancing website, fiverr, does not allow the Seller (rapper) to exchange emails or other direct communication since they want all business transactions to go through the website. Also the seller may not feel comfortable signing a contract since they don't have legal expertise and also cause its never done in this website (based on my information). I have not been able to figure out how you can electronically sign a contract with the resources available in the website.

I contacted their support finally and they were not very responsive and said just said
"We don't have a specific legal department", "If the questions involve something specifically regarding your legal needs, we do recommend contacting someone wherever you are located to have you specific legal questions answered." So they are evading the issue and I guess wants me to contact my lawyer??
I still want to use this website because they are the best freelance website I found for finding lots of singers and musicians at a very good price. They also provide a lot of other services that I can use as a producer. Its like a goldmine for me and has opened doors to possibilities I have never thought about

So this issue is getting complicated. Thanks everyone for participating. Any information or suggestions will be greatly appreciated. Thanks.
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Re: Producer needs help working with feature rapper

Postby blinddrew » Sun Apr 11, 2021 12:19 pm

I think you're going to have to stump up for a proper music lawyer. If this is going to be your business you need to prepare for some professional expenses - in this case some legal analysis and advice.
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Re: Producer needs help working with feature rapper

Postby Wayne - Traxploitation » Wed Apr 28, 2021 2:43 pm

Hi

There's been some good advice here already, but also some slightly inaccurate stuff too.

Hopefully, I can clarify a few things.

You entirely wrote the composition, words, and music. So that's yours. No need to share that at all. Register the works with your Performing Rights Organisation (PRO) in the USA that would be someone like ASCAP or BMI. (PRS for UK)

The principle under which you hired the vocalist is that of a session vocalist. You paid him a fee for a performance. Under US "work for hire" laws, he is not entitled to anything else.
His performance and the recording is all deemed "work product" and therefore you own it.
However, if he is a citizen of a "Rome Convention" signatory country (basically everywhere in the developed world, except the USA, Japan, Australia and New Zealand) then he is entitled to "neighbouring rights" revenue as a performer. This isn't your responsibility to pay this though, they will need to register with a Neighbouring Rights Collective Management Organisation (CMO) and collect it directly themselves.
PPL is the CMO for UK, in the USA it is Sound Exchange.

The only direct payment you would possibly make to the performer other than the session fee would be a share of the revenue from sales and streaming. This isn't mandatory though, the right to be a royalty participant can be negotiated away. Which it seems the vocalist has done here by saying you can do what you want with the recording and he hasn't asked for anything else like accounting etc.

You don't need to sign a traditional contract. Any digital communications can be legally binding if the two parties explicitly agree on terms and then begin to act out those terms.
It may be worth just having an email or IM exchange that states you will be releasing the tracks and that he agrees he won't be getting any royalties, just in case.

As someone pointed out already, the law differs around the world. More specifically, the law differs in the USA. Almost the entire rest of the world follows global copyright laws such as The Berne Convention of 1886 and the Rome Convention of 1961. The USA signed The Berne Convention in the 1980s, over 100 years after it was written with the main disagreement being over "Work For Hire" laws. Even though they signed it, some work for hire laws remain on the books in the USA.

So basically, sometimes the terms of service for US-based businesses are not valid under EU law, and other global laws. Don't worry about that for now, that's a much bigger problem the industry has to sort out.

All you need to worry about is making sure the vocalist understand the terms the same way you do, so there is no disagreement in the future.

The only other detail to iron out is how you credit them on the release.
Under EU law all performers, even session players, have the right to be credited or remain anonymous. That's entirely their choice.

Remember though, that by crediting them as "featured" on the release entitles them to more money than a session player from neighbouring rights. As I mentioned, this money doesn't come directly from you, but by them having a larger share your own share of this revenue is diluted.

Sorry for the essay, its not a subject that can be reduced to tweet length!
Hopefully, that's been helpful.

The short story is, you're fine, you can go ahead and release the song, the scenario is not uncommon at all. Just clarify the deal with the vocalist and check how they want to be credited, if at all.

Let me know if you have any other questions :)

Wayne
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Re: Producer needs help working with feature rapper

Postby blinddrew » Wed Apr 28, 2021 5:51 pm

Thanks Wayne, really useful few posts. :thumbup:
Welcome to the forum. :)
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