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b1gMcMig

Questions about Contracts.

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Hello again. Posting about the same project from before, though as the title suggests, I'm looking for different information now.

It's mostly minor, but a contract has finally been written out (though not finalized). Long story short, my buddy and I are retaining full rights to the music, but the catch is that the contract can not be a joint contract for each of us. As it stands, the contract only states my name and not my buddys. (It was explained that having a joint contract for each of us implies that neither of us own full rights to the music)

This is problematic as we have both worked on the music equally for this game. I've done some minor research into starting a partnership via BMI, something that we can use for the contract as an umbrella for both of our services. The fee doesn't bother me (though I suppose ASCAP is cheaper in comparison).

My question is, will it hurt us to create a duo name for use in the contract now and worry about registering the name later? Do we even need to worry about registering for the purpose of this contract (I do realize that there is no info about the contract for you to consider)? Or since this has all been messy and rushed, would it be easier just to leave the contrast as-is with my name only?

My intent is not to pull a fast one over my friend, I would split whatever profits were made straight down the middle. I suppose my concern is, what exactly are my options for this scenario? Edited by Sh0rtCircuit

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the contract can not be a joint contract for each of us.


Not clear. If the two of you are working on something, both of your names need to be on it. It needs to be spelled out clearly who owns what, and who has what rights.

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That is generally correct, you can split some rights by granting effectively unlimited license to someone, but there are a small number of rights that you cannot split that way. The exact details depend on location on the globe.

Even in a partnership somebody needs to control those rights. That somebody might be a company the two of you form, but then somebody needs to control the company. Your lawyer can help you know what those rights are in your area and the effects involved.

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Not clear. If the two of you are working on something, both of your names need to be on it. It needs to be spelled out clearly who owns what, and who has what rights.

When the project was created, technically, they were contracting just me for the job. As time went on from there, I incorporated Allister into the mix as he has professional knowledge of music production (we also like to collab from time to time), so that just kind of happened.

 

 

 

Even in a partnership somebody needs to control those rights. That somebody might be a company the two of you form, but then somebody needs to control the company. Your lawyer can help you know what those rights are in your area and the effects involved.

I currently have zero access to any lawyer within this particular industry, so both Allister and I are kind of winging it ourselves, while doing research on particular things (such as back-end compensation, that was a fun find).

 

We are in talks in creating a LLC partnership, but lack the filing fee to go ahead and apply at the moment. Is it an issue to have the intended LLC in the contract? I've already checked the Georgia database and found that what we intend on naming the LLC is not currently in use.

 

Incidentally, we plan on having 50-50 ownership of the company. So do one of us still need to have clear-cut ownership? Or is it acceptable to do a 50-50 where both of us have the rights?

 

 

Contractor hereby grants a non-exclusive, non-revocable, perpetual, worldwide, royalty free, fully paid-up license to Company to publish, reproduce, create derivative works, maintain, use, and distribute the Materials.

This particular section in the contract has us scratching our heads. Since...20 minutes ago, I've asked for a change to this section to make the licenses (of the tracks) exclusive to the IP, and any marketing material or demo reels for said IP. I stated that if they wanted to use the tracks for another IP that has no other affiliation to the current IP, besides the Company it was created by, that we would require another contract for the second IP for licenses for use. Obviously, I have no legal background and have extremely limited legal knowledge, but am I wrong in thinking that, if they wanted to use the tracks however and whenever, with unrestricted use, that they would need to actually own the rights to the tracks?

 

As a side note, I mentioned that our agreed upon total for the tracks (around $12k, though this was for the above mentioned back-end compensation) is purely for the labor in composing, mixing and mastering the tracks. And that any licenses given for another IP would only require a flat-rate licensing fee. Is this completely acceptable from a business stand-point? Or am I just bat-sh*t crazy? lol

 

Thank you both, Tom and frob, for your replies. It really sucks being thrown in the midst of negotiations on the tail-end of the production, rather than at the very start. Unfortunately, the team was newly formed when I was brought on to create the music and none of us even thought about writing up contracts before work was even started. It's a learning process, be it a sad one.

 

 

********After-thought*********

The contract is setup for a 5 year term. I was told this is common in these situations as an open-ended term could potentially hurt their company. So, assuming I can not get them to budge on the above section of the contract, would it be strategic (from a business stand-point) to alter the "Perpetual" license to a license renewal term, in which they would need to re-up the license every...I don't know, 5 years in order to keep the licenses to the tracks up-to-date? I feel like this seems a little far-fetched, but I just don't like the sound of a "unlimited" or "perpetual" license.

Edited by Sh0rtCircuit

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