MUSIC AGREEMENT: IMPORTANT AND PLAUSIBLE INGREDIENTS

A music contract/agreement is commonly known as an artist management agreement. Signing an artist to a recording company suggests that they are now formally dealing in a contractual relationship. The music industry is made up of a wide range of actors such as distributors, recording companies, artists, and end-users. The importance of express terms in formal agreements by parties in this instance cannot be overstated. Therefore, this discussion is relevant to understanding the meaning and importance of terms of such agreements, adding salient areas often overlooked by concerned parties.

The complexities in production make it necessary to engage different people such as recording studio managers, sound designers, record producers, audio technicians, instrumentalists, backup singers, digital audio editors, sound mixers, and so on. This chain continues until it gets to the end-users. These individuals make the stages of production possibly progressive, and the stages include in the simplest form; songwriting, arrangement to give rhythm, determining notes and its progression, mixing/ adlibbing, and perfection. The more stages you have in your production, the more agreements you would have available because music is a bundle of works that is copyrightable under the Copyright Act. The above sequence of stages of production is only possible when the melody has not been predetermined before either a freestyle or subsequent composition.

The other phase where agreement again becomes important is during licensing or assigning those rights reserved only for the author/owner, and under this, we have the Artist Management Agreement/Contract. It is the agreement that spells out the extent of rights of the publisher and the artist for a definite term. In drawing up this agreement, there are fundamental questions to ask.

The most pertinent question is whether it is a contract required to be in a particular form, i.e., is it a simple or a formal contract? If formal, then must it be by deed? As it relates to the drafting of the agreement, content determines form. There are so many music agreements that had ended up in court and had been held void, and there are so many in the battle of establishing the existence of a contract. The Statute of Frauds couldn’t have conceived the Music Agreement at the time it mandated some contracts to be in writing. It is important to restate that the form of an agreement is determined by the contents such as considering the obligation and subject matter. Music is an intellectual property of the author/owner, and it is part of chattels personal. To be more specific, it is more of things in action rather than things in possession. In an ordinary written contract, you need all the elements of a contract to arrive at a binding agreement. A written agreement makes obligations and performance binding because the same were exchanged while a deed makes promises binding as the things exchanged in deeded agreements are just promises. What is necessary for a deed to be binding is the intention to be bound by the deed. In the foregoing, it is most appropriate that an agreement of this nature be by deed.

There are usual ways of drafting Artist Management Agreements, and there are traditionally important and express terms, which are the following:

1. Term: This implies the duration of the contract. The time the management subsists within which no party can rescind without damages as a remedy. Where this is absent, parties may, by Release Agreement, determine the contract.
2. Territory: This is an important aspect because the grant of exclusive licensing or assignment could be geographic. The territory of such grant must be express as it is unlikely implied.
3. Manager’s Service: Under this, the manager defines his relationship with the artist and the things he can do exclusively on behalf of the artist and those the artist must not do by himself.
4. Territory: This is an important aspect because the grant of exclusive licensing or assignment could be geographic. The territory of such a grant must be expressed, as it is unlikely to be implied.
5. Manager’s Service: Under this, the manager defines his relationship with the artist and the things he can do exclusively on behalf of the artist and those the artist must not do by himself.
6. Artist’s Undertaking: The Manager’s Service is immediately followed by this part. The artist undertakes that he has given out some specific acts to the manager and affirms the exclusiveness.
7. Artist’s Career: This concerns the definite activities that relate to the res of the contract.
8. Commission: The parties determine the percentage right here – what percentage goes to where and for how long.
9. Assignment: The manager may assign the agreement or any of the rights under it to a firm or corporation, whether he’s the principal or not; this all depends on what is agreed. The artist’s right to assign is also determined here, whether it is possible with or without consent or if it is outrageous to consider.
10. Bookings and third-party offers: Here, the relationship with third parties by the artist is determined as to those management’s consent is mandatory and those he has discretion.
11. Representations & Warranties: The parties affirm that their misstatements, mistakes, or misrepresentations do not void the whole contract.

Other important plausible ingredients:

1. Works involved: Parties, and more particularly, the artist, must be intentional here. The work known to the agreement must not only be stated but must be defined in the context of the contract. If a musical work, the kind of music composition.
2. Uses: This determines the extent to which the licensee can go in exploring the rights.
3. Exclusivity: These are areas that must be reserved for either of the parties without the interference of the other.
4. Termination: In clear terms, parties must state what will result in the termination of the contract.
5. Dispute: Parties must be aware of unforeseen events and be prepared towards how to best handle them. The parties may agree to exhaustion of the first defined means of settlement before litigation and means of sending notices in the circumstance.

In conclusion, it is not only important as an artist that you have an agreement with your promoter or manager; the question that must be answered is what nature is the agreement, how defined are the terms of the agreement, and what is the duration of the agreement. Having said this, the service of a legal practitioner is always important in drafting and aiding the artist or the recording company to understand the intricacies and consequences of terms in the agreement.

REFERENCES

[1] It is the most contentious and most discussed. There are different other agreements, as will be discussed.

[2] Section 2 of the Copyright Act 2022 provides for the categories of works Copyrightable. The lyrics qualify as a distinct work, which is a literary work. The composition qualifies as another work, and the recording has, in itself, a separate Copyright.

[3] The owner is not always the author under events like exclusive licensing, a contract of employment, or outright transfer through assignment.

[4] Such as distribution, performance, adaptation, and so on.

[5] Sections 4 and 17 of the Statute of Frauds, 1677.