Monday, January 26, 2009

Breaking Up Music Production LLC

Dear Rich: I have a question. I am a music producer who up until now was a part of a production team. Recently my partner informed me, contrary to our previous verbal agreements, that he no longer wants to co-own an LLC with me. He has agreed that I be paid 50% of the profits, royalties, publishing, etc. None of our projects are copyrighted at this point. I want to make sure that I am named as a co-owner of the copyright and publishing. What should I do to make sure that I am given proper credit and get paid? What language should I add to a contract? I'm so glad you asked. If you and your co-producer formed a limited liability company (LLC), the first thing you need to do is to check your LLC documentation to see if the paperwork discusses what happens if a member leaves (or you dissolve it). Usually this information is found in your LLC Operating Agreement. As for copyright ownership, the Dear Rich staff reminds you that your copyright already exists in all of your works. However, registration is recommended, and you may want to prepare registrations for all of your existing works (see our handy Form CO video) listing both of you as co-authors. If you haven't formed a publishing entity, you're probably better off now forming separate publishing entities as it will make  it easier to guarantee some of your payments. If you belong to perfoming rights organizations, you should file the songs with them as well, providing for separate payments to each of you as co-authors or co-publishers.
If your LLC paperwork doesn''t help, you need to draft an agreement that sets out the 50-50 split and provides for other items such as guaranteeing proper credit, each party's right to make deals regarding your co-productions, obligations to pay, and methods for resolving disputes. You may be able to draft it yourself -- you can find information on all the topics discussed above in my Music Law book, which you can peruse with limitations online (thanks to Google). But most likely you'll need to check with a lawyer. The Dear Rich staff cannot recommend language for your legal agreement as we provide information, not advice.