MARKETING, SYNCHRONIZATION AND MASTER USE LICENSE AGREEMENT... help me understand....

  • Thread starter Thread starter 14yearoldkid
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14yearoldkid said:
Rights Fee: All monies actually received by Aggregator and not subject to refund, return or forfeit in connection with the license of the Rights ("Gross Receipts") shall be divided as between Aggregator and Licensor in the percentages set forth on Schedule A with respect to each Composition/Master. Aggregator shall collect the Gross Receipts and, subject to the receipt of all relevant tax documentation which Aggregator requires in connection with payments to Licensor, Aggregator shall pay Licensor its share as set forth on Schedule A for each Composition/Master ("Rights Fee") not less frequently than semi-annually by remitting the amount of the Rights Fee to the address for Licensor set forth on the first page hereof or such other address as Licensor shall provide to Aggregator in writing.



I do not understand the "Rights fee" part...
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Alright, first it's important to try and "uncomplicate" these types of documents. Legal forms are inherently confusing for the benefit of who ever has the time and knowledge to completely understand them. I'd advise you bust out a magic marker and start making abbreviated notes to simplify the meanings of each section for yourself.


Now, in terms of the rights fee section, I'll break that down as simple as I can...it's a pretty standard contract.


Let me define the two important players first:

The "aggregator" is the person/company/entity you're doing business with. To "aggregate" is to collect, so in this case he is collecting music. I'm guessing in this case the company is "TuneTree.com". He is the one that wants to buy the license to use your music. A "sync license" or syncronization license, is a license that gives him explicit permission to match your music to any form of video. Whether it's film, TV, or web based media. Without that, he can't touch this.

The "licensor" is the person owning the rights to the composition(s), in this case, that would be you. It's vital to nail down who is who in any contract.

The Rights Fee portion of the contract is basically stating that the company is responsible for collecting any monies made from using your *licensed* music. He is required *by law* to keep track of collecting receipts for tax purposes and especially in paying you your share. Unfortunately for you, he probably has to keep track of many artists at any given time.

Rather than paying you one lump sum, you would be paid split sums over several periods throughout the year *for each song* you license to him. So in other words, depending on what rate you work out beforehand, this guy is responsible for paying you what you're owed, but it's up to you to keep track of it. And let me just say that it's not uncommon for people to "forget" to send the check.


signing this gives the guy control over pretty much anything that involves the music in question. If you where serious about this, consulting with an entertainment lawyer is strongly advised. There are clauses (additions that can help you) that can be added here to help you get a leg up on the deal. An important addition would be " Licensor's right to audit financial records". In other words, if you feel this guy is scamming you, you'd have the right to search through his financial records to prove your point.

As a person who deals with (and on occasion writes his own) contracts, everything is done to avoid using the word "exploit" when creating these things. So be careful and be watchful. Think of yourself of less of a musician and more of your own business when it comes to this.


Good luck.
 
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Hey... thanks for replying...

Yeah, I want to make sure I'm not signing something that is going to screw me. How would I possibly keep track of what I am owed though?... They said they will contact me when someone wants to use my music. I mean, all my music is copyrighted and registered with BMI...

What do you think of this agreement? Just by skimming over it? And yes I definitely will take it to a lawyer before signing it...

I just want to make sure that this deal is "common" and not some dude trying to scam me...So i ask for your opinion on what you think of this agreement. It does say its "non-exclusive" and it does say the common 50/50 deal... However I don't see where it states how long they will hold the songs i place in Schedule A for... Isn't it usually 6 months?...

=X
 
14yearoldkid said:
Hey... thanks for replying...

Yeah, I want to make sure I'm not signing something that is going to screw me. How would I possibly keep track of what I am owed though?... They said they will contact me when someone wants to use my music. I mean, all my music is copyrighted and registered with BMI...

What do you think of this agreement? Just by skimming over it? And yes I definitely will take it to a lawyer before signing it...

I just want to make sure that this deal is "common" and not some dude trying to scam me...So i ask for your opinion on what you think of this agreement. It does say its "non-exclusive" and it does say the common 50/50 deal... However I don't see where it states how long they will hold the songs i place in Schedule A for... Isn't it usually 6 months?...

=X
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50/50...hmm, no chance for a 60/40? :D (think like that)

Well it's tough to say how long exactly because every company is different. The extreme details are things I usually go to a lawyer on, so I wish I had a more detailed answer. I've never had to hunt someone down for my money, so I have yet to go through that.

I mean in terms of going for it, I can't see why not. Just with caution.

I mean like I said, it's very standard and very "bare bones" in my opinion. Meaning that with a good lawyer, you can actually add more to this contract to help you have more of an edge.

You can hammer out a time limit on how long it should take to hear back from them. So in other words, you could say "well if I don't hear from you in X amount of time, we can legally terminate this contract and I will go elsewhere".


That's just *one* of many conditions you can add. The problem is that without a lawyer or personal proven experience, most companies will start to back off and will probably tell you to "**ck off". They expect additions they can handle, but the ones that concern money are going to make everybody sweat.

So it's a balance. Like I said, I'd advise seeing an *entertainment* lawyer to have a better chance with a successful deal.


A good book you should pick up is "Everything you need to know about the music busness" by Donald Passman
 
I will definitely go buy that book, thanks...

But while I am in agreement with this company I can still use my music whichever way I want to...

I don't even have money really for an enterntainment lawyer =X, hence why I am on these forums searching for answers haha... Well it seems like its a standard contract (like you said)... Is it common practice that they ask me to sign this agreement "Electronically" over the internet?... Well they are in LA, and I am in NYC...

Keep in mind I am not 14 anymore... lol, I am 19 right now... So I've been pitching my music to publishers and music libraries, I am still very much a newb to all of this legal contract stuff. I write, perform, engineer and produce my own music... now I have to also be my own lawyer?!?!?!? UGH!!!...
 
14yearoldkid said:
I will definitely go buy that book, thanks...

But while I am in agreement with this company I can still use my music whichever way I want to...

I don't even have money really for an enterntainment lawyer =X, hence why I am on these forums searching for answers haha... Well it seems like its a standard contract (like you said)... Is it common practice that they ask me to sign this agreement "Electronically" over the internet?... Well they are in LA, and I am in NYC...

Keep in mind I am not 14 anymore... lol, I am 19 right now... So I've been pitching my music to publishers and music libraries, I am still very much a newb to all of this legal contract stuff. I write, perform, engineer and produce my own music... now I have to also be my own lawyer?!?!?!? UGH!!!...
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:D well that's just the way it goes. I mean you gotta cut your teeth somehow. But it's good to ask the questions.


I mean it can help to ask the company the simple questions. Like how long it normally takes to hear back from them. I mean as far as I understand it, you own the songs, so you can do whatever you want with them. They're copyrighted, right? You're signed with BMI, right?

Unless you wrote songs specially for these guys, there's not much else you can do. You would of been signing something more exclusive if that was the case.




ps.

I figured you'd be older than you where in "2003". I don't know many 14 year olds in contract disputes on without parental help. :D
 
Haha... yeah some people think I am 14 and when they hear my music they are like WOW I WISH I WAS THAT GOOD AT 14... And I am like... "=X I'm 19 man sorry" lol!

Anyway, thanks a lot for your insight and help, I really appreciate the time you took to help me out.

I know this sounds stupid but since I can pay for a lawyer I'm just gonna show the contract to my mom who is a real estate lawyer... haha!...

Thanks again, What do you think the average amount of time it takes to hear back from them?
 
14yearoldkid said:
Haha... yeah some people think I am 14 and when they hear my music they are like WOW I WISH I WAS THAT GOOD AT 14... And I am like... "=X I'm 19 man sorry" lol!

Anyway, thanks a lot for your insight and help, I really appreciate the time you took to help me out.

I know this sounds stupid but since I can pay for a lawyer I'm just gonna show the contract to my mom who is a real estate lawyer... haha!...

Thanks again, What do you think the average amount of time it takes to hear back from them?
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There ya go :).

No problems, I'd like to think I'm around to help the common man no matter what level I get to .


It's hard to say how long because it depends on a lot of things. I know paywise, you might expect that to be about twice a year. Companies go in quarters (4 quarters per year = 1 quarter is 3 months), but for whatever reasons, the music biz is every six months (for royalties and licenses). I forget why.


It takes time to put these deals together. It explains why you'll hear about a band recording an album that was released alot later. (Years sometimes)

Some reasons:

-If the music is in demand
-If the company is putting forth a good effort to promote the work
-Production schedules can dictate an interest for a composition, but it can take a long time before they can finally say "I want to use your piece in my movie".

I recommend to just do what you can with it now, research as best you can, work out the deal and really just continue writing and/or doing whatever else it is you do. Check up with them every 2 weeks to a month.
 
Not to take away anything Lee might have said (sorry Lee, I didn't have time to read it all), but seriously, you shouldn't be going to an internet forum for legal advice.

It's good your mom is a real estate lawyer, she is probably intimate with contractual law. That's what you want.
 
Okay awesome... But theres a high chance that I will give them my songs and they won't generate any money right? I'm assuming they would try hard to get these songs placed on any TV show or something right? Since it would benefit them as well as myself...

Lets say a TV producer wants to use 30 seconds of one of my songs on his show... Do they contact ME or the company?... Damn I am throwing so many questions out at you... Maybe I should call them back and just ask them a whole bunch of questions...
 
Hey chili... Yeah lol, going to the internet for advice is kinda stupid, i know =X... But thats the only place I could go to right now...
 
Get a lawyer, kid! You say you've copyrighted all your stuff - that first paragraphs signs the copyrights over to this guy!
 
Paragraph 4 states that I keep all copyrights...

Omg you scared me man
 
mjbphotos said:
Get a lawyer, kid! You say you've copyrighted all your stuff - that first paragraphs signs the copyrights over to this guy!
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Well, no he didn't. He just left out the part that defines him as the "Licensor". The Licensee would be the party who is getting a license to use his copyrighted material; Tunetree.com.

But you're still right, he needs a lawyer if he wants a valid review of the contract.
 
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