Monday, June 30, 2014

Simple Song Co-Ownership Agreement

mick and keef:
two of our favorite co-owners
Dear Rich: Presently, I'm trying to memorialize some collaborations. One is a set of songs that I and a producer worked on. I wrote words and the melody, and he did arrangements based on that. One is a set of songs I and a producer worked on. I wrote words and the melody, and he did arrangements based on that.  The other is a remake I'm expecting to do with another colleague, on one of her earlier songs. I'm re-producing the track and writing new lyrics to it. 
Whatever you and the producer have agreed upon as songwriting percentages credit is fine. However, just so you're clear, the creator of the words and music (melody and chord structure) is usually considered the songwriter for copyright purposes. As you're aware, the term "arrangement" can have many meanings from the ordering of parts, to the styling and coloring of a music composition. But under copyright law, arrangements are only considered a songwriting contribution if they are material to the composition -- that is, if the arrangement is dictated by more than musical convention or tradition.
The co-ownership agreement. In any case, you and the producer should write up a simple co-ownership agreement that states each party's songwriting contribution and share. We've enclosed a bare bones co-ownership songwriting agreement with an optional arbitration clause. That should deal with the basic revenue-sharing issues that arise from co-ownership of songs. If you are also dealing with master recordings (a separate copyright), you would execute a similar agreements for the recordings. Also, this does not establish any sort of music publishing arrangement, it merely confirms that each of you are co-owners. And of course, you should also register the songwriting copyright application at some point. (There are instructions at the Copyright Office and in our Music Law book.)
The remake. If you’re writing new lyrics to an existing track, that’s different than the situation described above. You can probably use the agreement below to establish a simple revenue sharing arrangement (and hopefully you will give the song a title that distinguishes it from the previous composition). But the copyright application requires some attention as it's doubtful whether you're co-authors under copyright law (as explained in this previous entry). An attorney's assistance might be required when preparing the application.

Songwriting Co-Ownership Agreement

Introduction
This Agreement is made between _____[insert name and address of owner #1]_____ and _____[insert name and address of owner #2]_____ (the "Parties") as of _____[insert date agreement is to be effective]_____. The Parties wish to set forth their respective rights to and obligations for the musical compositions (“the Compositions”) listed below:
The Compositions
___________________________
___________________________
 ___________________________
 ___________________________
 ___________________________
 ___________________________
 ___________________________
 ___________________________
 ___________________________

Ownership Percentage Interests
The Parties to this Agreement are the co-owners of all legal rights in the Compositions described above. The percentage ownership interests of the Parties are as set forth below. Unless otherwise set forth in this Agreement, all money accruing from the exploitation of the Compositions shall be divided as set forth below, and all contracts we enter into for exploitation of the Compositions shall provide for royalty payments reflecting the percentage interests set forth below:
Name                                       Percentage Interest
_____________________      __________
_____________________      __________
Credit
The Compositions shall be credited as follows: _____________________________
Warranties
We represent and warrant to each other:
  •  Each of us is free to enter into this agreement.
  • Our contributions to the Compositions are original or all necessary permissions and releases have been obtained and paid for.
  • None of our contributions infringe upon any copyright or other proprietary right of any other person or entity.
  • We each agree to indemnify the other(s) for any loss, liability, or expense resulting from the actual breach of these warranties.
Arbitration [Optional]
The Parties agree that every dispute or difference between them arising under this Agreement, shall be submitted to binding arbitration at a location mutually agreeable to the Parties. Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses, and reasonable attorneys' fees and shall include a written record of the proceedings and a written determination of the arbitrators. An award of arbitration shall be final and binding on the Parties and may be confirmed in a court of competent jurisdiction.
Assignment
Neither party may assign his or her rights or delegate his or her duties under this agreement without the other party’s written consent. However, any party may assign the right to receive royalties or other income from the Compositions by giving written notice to the other party.
Miscellaneous
Each Party shall act in good faith and not take any action which hinders the rights of the other parties. The provisions of this Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties. If any provision of this Agreement is held to be invalid for any reason, such invalidity shall not affect the validity of the remainder of this Agreement. This Agreement constitutes the entire understanding between the Parties and can only be modified by written agreement. This Agreement shall be governed by the laws of the state of _____[insert state law that shall govern the agreement]_____. In the event of any dispute arising under this agreement, the prevailing Party shall be entitled to its reasonable attorney's fees.

MY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT.

Signature __________________________    Dated: __________


Signature __________________________    Dated: __________

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