THINGS TO KNOW

BEFORE YOU SIGN

THAT CONTRACT!
ELIJAH ADEFOPE, ESQ.
PARTNER - AYENI LAW
 AYENI
LAW
 Family-owned law firm
 50+ years of collective
experience
 Sports, Media, Entertainment,
Immigration, and Corporate
Law
 Ayenilaw.com
 Elijah@ayenilaw.com
 IG: @AttorneyAdefope
WHAT IS THE
MUSIC
BUSINESS?
 Master Recordings?
 Compositions?
 Mechanical Royalties?
 Performance Royalties
 Publishing?
 Copyright?
 Controlled Composition
Clause?
 Recoupment?
 Split sheets???
Up until 1697,
mankind believed all
swans were white; but
when Dutch explorers
finally saw black
swans for the first time
in Western Australia,
the term morphed
into describing an
event that occurred
in spite of seeming
impossibilities.
 2 CHAINZ

BILL WITHERS SHERYL CROW

DEBBIE HARRIS
LEONARD COHEN SUSAN BOYLE
 Recording music
revenues grew for the
fourth consecutive
year (7.9%).
Streaming revenue
grew 30%
 Streaming became
the majority of label
revenue (51%)
 Artists Direct grew 4x
as fast as the total
market
 2018 Revenue

Dick JetBlue Ralph Universal Levi Under

Sporting Airways Lauren Music Strauss Armour
Goods Group
COMMENTS FROM VIVENDI
 Universal Music Group:
 Employs 8,319 members of staff.
 Includes 50+ record labels (including Capitol, Republic, Interscope,
Island, Decca; etc.)
 The United States is the world’s largest music market; Japan is the
second largest.
 34.9% of its’ marketing and recording investment is dedicated to
artists releasing their first album (US, UK, France, Germany, and
Japan).
 Its’ publishing business has more than 184,000 agreements; and its’
catalog contains more than three million owned and administered
titles.
Comments from Vivendi
 “Vivendi’s value creation policy draws on both organic
and external growth transactions With this in mind, the
group selects its investment projects according to several
criteria:
 Theexpected growth resulting from the investment, as well as its
impact on the growth of adjusted net income per share and on
cash flow;
 The profitability of the investment against the assessed financial
risk; and
 An in-depth assessment of non-financial risks.”
WHAT IS A COPYRIGHT?
• A copyright is a collection
of rights that automatically
vest to someone who
creates an original work of
authorship – like a literary
work, song, movie or
software.
• Requirements:
• Originality
• Creativity
• Fixed
17 U.S. Code § 106. Exclusive rights in
copyrighted works
 to reproduce the copyrighted work;
 to prepare derivative works;
 to distribute copies;
 to perform the copyrighted work
publicly;
 to display the copyrighted work
publicly; and
 to perform the copyrighted work
publicly by means of a digital audio
transmission.
ADVANTAGES OF COPYRIGHT
REGISTRATION
 Public Record of Ownership
 Eligibility for Statutory Damages, Attorney Fees and Costs of
Suit
 Ability to File a Lawsuit for Copyright Infringement
 Section 411 of the copyright law states:
 (a) Except for an action brought for a violation of the rights of the
author under section 106A(a) (attribution and integrity), and
subject to the provisions of subsection (b), no civil action for
infringement of the copyright in any United States work shall be
instituted until preregistration or registration of the copyright claim
has been made in accordance with this title.
SOUND RECORDINGS &
COMPOSITIONS

‘Georgia On My Mind’
© Written in 1930 by Hoagy Carmichael (music) and Stuart Gorrell (lyrics) ©
 SOUND RECORDING
STREAMING ROYALTY RATES
COMPOSITION STREAMING
ROYALTY RATES
MECHANICAL ROYALTIES
 Digital Downloads/Sales
 9.1 cents per song
 Interactive Streaming
 $0.06 per 100 on demand
streams or $0.0006 per stream
PERFORMANCE ROYALTIES
 Interactive Streaming
 $0.06 per 100 on demand
streams or $0.0006 per stream
 Terrestrial
Radio/Broadcast
Royalties
 Use weight x Licensee Weight x
“Follow the Dollar” Factor x
Time of Day Weight + Premium
Credits = Credits
 RECORDING AGREEMENTS
 POTENTIAL BENEFITS
 ArtistMarketing “IF MONEY WAS ALL IT
 Publicity TOOK TO SUCCEED IN
 Video Production THE MUSIC BUSINESS
 Social Media Support THERE WOULD BE NO
 Radio Promotion SUCH THING AS A
 Tour Support
 Worldwide Distribution
ONE-HIT WONDER”
 Merchandise Support
ALL FULLY RECOUPABLE**
EXCLUSIVE LICENSE
RECORDING AGREEMENTS
 “The term of this agreement shall be a period commencing on
signature of this agreement and continuing for nine (9) months from
the date above or, if longer, until 6 (six) months after the initial
release in the United States of the Album comprising the Minimum
Commitment (“Term”). You shall not without our prior consent
release or authorize any third party to release during the Term any
other recordings under the artist name ‘Artist X’”
 “You will not for a period of two (2) years from the end of the Term
record or re-record any composition or any part thereof recorded
and commercially exploited hereunder for a third party with the
intention of releasing and commercially exploiting such recording.”
“You shall record and deliver to us within Eight (8) months of
signature of this agreement:
 a minimum of Eight (8), and a maximum of Eighteen (18)
recordings, with a total running time of not less than thirty (30)
minutes (unless otherwise agreed in writing between you and
us), embodying your musical performances of previously
unrecorded songs which are technically satisfactory to us (the
“Minimum Commitment”) provided that such Recordings shall
be deemed satisfactory to us and accepted by us pursuant to
this clause if we have not within ten (10) working days of
delivery to us of such Recordings provided to you written
reasons why such Recordings are not satisfactory to us.”
 “Any costs incurred by us in clearing any Samples in accordance
with this agreement shall be treated as recording costs and
deductible as an Expense from any and all gross income received
by or credited to us under this agreement”
 “You shall indemnify us from and against any costs, loss or damage
(including reasonable out of house legal fees) caused by your
breach of this Agreement and/or any warranty or undertaking
herein PROVIDED THAT such costs, loss, or damage has been
adjudicated by a court of competent jurisdiction or settled with
your prior written consent (not to be unreasonably withheld or
delayed). You shall be notified of any such claim, action or
demand and shall have the right at you’re your own expense, to
participate in the defense thereof with counsel of your choice”
STANDARD RECORDING AGREEMENTS
 “The term of this agreement (the “Term”) will begin on
the date hereof and continue for a first contract period
(the “First Contract Period”) ending on the earlier of:
 twelve (12) months after the Delivery to Company of the last
Master Recordings required for Delivery in fulfillment of the
Minimum Recording Commitment during the First Contract
Period; or
 nine (9) months after the initial commercial release in the
United States of the Album required for Delivery in fulfillment of
the Minimum Recording Commitment during the First Contract
Period.”
 Artist grants Company four (4) separate, irrevocable, successive and
consecutive options to extend the Term for additional option or renewal
contract periods (each a “Contract Period” or collectively with the First
Contract Period as the “Contract Periods”).
 If Company exercises such an option, the next Contract Period
concerned will commence upon the end of the then current Contract
Period (or such earlier date as Company may specify in writing) and
end on the earlier of:
 twelve (12) months after the Delivery to Company of the last Master
Recordings that are required for Delivery in fulfillment of the Minimum
Recording Commitment during such Contract Period; or
 nine (9) months after the initial commercial release in the United
States of the Album required for Delivery in fulfillment of the Minimum
Recording Commitment during such Contract Period. Each such
option shall be exercised, if at all, by notice to you at any time prior to
the date the then current Contract Period would otherwise expire.
OTHER
OPTIONS
 Marketing/Promotion
 Distribution
 Tour
Management/Support
 Business Management
MANAGEMENT: Resources, Time,
Knowledge, Systems, Relationships & Ideas

 Music Recording and Production

 Global Music Distribution
 Artist and Performance Royalty Collection
 Publishing Administration (including sync licensing)
 Touring
 Copyright and Trademark Registration
 Marketing
 Legal/Corporate Governance
MANAGEMENT
MODELS
 Standard Model
 Management/Label
Hybrid
 In-House Management
 Partnership
 Articles of Organization
 Assignment of Duties
 Equity Stakes
 IP Ownership
 Buy-Out Terms
QUALITIES OF
TRUST

AN EXCELLENT VISION (FOR THE ARTISTS’ CAREER)

MANAGER –
ARTIST ADDED VALUE (COMPETITIVE ADVANTAGE)

RELATIONSHIP UNDERSTANDING (THE MARKET AND THE ARTISTS’

AUDIENCE)

MOMENTUM (TRACTION AND GROWTH OF THE ARTISTS’

CAREER, AUDIENCE, PERFORMANCES, AND APPEARANCES)
WHAT IS A
RECORD
PRODUCER?
MAKING MONEY
AS A PRODUCER
 Direct/Upfront fees
 Sales
 Executive Producing
 Publishing
 Mechanical Royalties
 Performance royalties
 Publishing Deals
 Brand-Building
 Touring
 Events
 Merchandise
 Sponsorships
PRODUCER AGREEMENTS
(Non-Exclusive)
• The musical compositions sold by ________ remain the property of
________ and are licensed, NOT SOLD, to you for use in your musical,
artistic, business and multimedia efforts.
• Standard Lease allows you to use the beat (or song) for ONE commercial
recording or broadcast. This recording can then be distributed at your
price for up to 2,000 copies.
• A right to use ___________’s music is granted to the original end-user of the
product (Licensee/Buyer) and is NOT transferable. This license grants
Licensee the non-exclusive right to use Beats Planet music so long as
credit is given where appropriate to __________ and the relevant
producer. __________.
PRODUCER AGREEMENTS
(Exclusive)
• Upon purchasing exclusive rights, the Licensor still owns copyright to the Instrumental
but is no longer able to resell the Instrumental.
• Licensee owns 50% of the publishing rights. Licensor owns 50% of the publishing rights.
• The Licensee is entitled to keep 100% of all royalties that is generated from sales of
the Master Recording on digital retailers (such as iTunes), through physical sales (such
as Compact Disks) and on online streaming services (such as Spotify).
• The licensee is only required to share royalties, from the Master Recording, for
synchronization licenses (works that are placed on television shows, film,
advertisements, video games, movie trailers, etc.).
• The Licensor hereby grants to Licensee an exclusive License to use the Master
Recording in unlimited music videos.
MUSIC PUBLISHING
ADMINISTRATION DEAL
MUSIC PUBLISHING
CO-PUBLISHING DEAL FULL PUBLISHING DEAL
 PUBLISHING AGREEMENTS
 The "Term" of this Agreement shall consist of an initial period of
one (1) "Contract Period" (as defined below) commencing as of
the above date (i.e., the "First Contract Period").
 In addition, we shall have three (3) successive options each to
renew the Term for a period of one (1) Contract Period (i.e., the
"Second Contract Period", the "Third Contract Period", and the
"Fourth Contract Period").
 Each "Contract Period" shall continue for the later of twelve (12)
months, or, until thirty (30) days following our receipt of notice
from you of the completion of your "Delivery Commitment" for
such Contract Period.
 PUBLISHING AGREEMENTS
 Writer hereby irrevocably conveys, grants and assigns exclusively to
Publisher, its successors and assigns, fifty percent (50%) of Writer's entire
right, title and interest throughout the world and universe, including,
without limitation, the copyright, the right to secure copyright
registration, and any and all copyright renewal rights, in and to the
Composition.
 In the event that you request (and we pay) an advance ("Extra-
contractual Advance") at a time when such advance is not due
hereunder, such Extra-contractual Advance shall constitute a pre-
payment (in whole or in part, as applicable) of the next advance(s)
becoming due and payable hereunder, unless we otherwise agree in
writing at the time the Extra-contractual Advance is made.
THE END