“JUST TRUST ME” Legal Agreement – Introduction
One of the most common activities music lawyers spend their time on, including me, is reviewing music agreements, between an emerging artist and a more established music industry professional or company. For example, such agreements are with producers, executive producers, record labels, distributors, publishers, and others.
Oftentimes my response is: This is a JUST TRUST ME agreement. What do I mean? An emerging artist is being asked to grant someone else a lot of rights and is getting very little guaranteed in return. In the publishing agreement context this could mean giving a publisher the right to co-own compositions, but without any up-front advance.
Examples of Agreements
In the recording agreement context this could mean giving a record label or music distributor the exclusive right to distribute existing or future master recordings without the label guaranteeing any advance, any marketing funds, any recording funds, any marketing or promotional activities, etc.
In the executive producer context, this could mean giving an executive producer the right to receive a commission off music sales and other income, in return for the promise of providing music services, which may not amount to anything.
A Lawyer’s Perspective
My general response is to say that the emerging artist should ask the other party what he, she or they are promising, and to have those promises included in the agreement. If the other party does not want to revise the agreement by including their promises, perhaps they do not plan to follow through on the promises at all. If a promise is guaranteed in an agreement, depending on how the agreement is written, it should give the artist the ability to end the agreement early if those promises are not kept.
A publisher, label and executive producer can’t guarantee your next song will be a hit. However, if they are promising to do certain tasks, spend certain amounts of time, spend certain amounts of money, or make reasonable attempts to accomplish certain goals, those are promises which can be included in the agreement.
Generally speaking, if the other party is not willing to guarantee the artist anything, or confirm their promises in writing, the other party is saying JUST TRUST ME – everything will be fine – no need for the agreement to provide you protections – because you can JUST TRUST ME.
If you are provided a JUST TRUST ME agreement, what you ought to do, as with any agreement, is to do your due diligence on the person or company (such as seeing who else they work with, speaking with those people, etc.) and decide if this is the right person or company to work with you at this time with the project you’re working on.
Additionally, one way to create more protection in a JUST TRUST ME agreement is to reduce the scope of what you as the emerging artist are providing. Reduce the number of years of the deal. Reduce the amount of music within the scope of the deal. Reduce your risk by reducing the commitment. A deal that’s shorter term or narrower in scope might allow you to get a better sense of whether the person or company is worthy of your actual trust to forward your career and goals. If things work out in the shorter term, or with the narrower scope, then perhaps a longer-term arrangement is appropriate.
“JUST TRUST ME” Legal Agreement – Conclusion
Lastly, just because you are being provided an agreement, that does not mean you must accept it, whether or not it’s amended to provide you additional protections. It is nice to be wanted. However, you alone make decisions about your life, career, music and partnerships. You shouldn’t be bullied into signing an agreement with another party unless you decide to do so. You shouldn’t feel like that as there currently aren’t other options being offered that you have no choice but to sign a deal.
If you need help with reviewing a JUST TRUST ME legal agreement, to help to ensure you understand what you are being asked to sign, and to assist you with preparing a response, please get in touch.
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Author: Byron Pascoe, Entertainment Lawyer
Edwards Creative Law is Canada’s Entertainment Law Boutique™, providing legal services to Canadians, and international clients who partner with Canadians, in the Music, Film & Television, Animation, Interactive Digital Media, Game, Publishing and Software industries. For more information and additional blogs, please visit www.edwardslaw.ca
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