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Co-writing contract

Discussion in 'Studio Lounge' started by audiokid, Jul 20, 2001.

  1. audiokid

    audiokid Staff

    I have been co-writing with someone. What it the best and most simple way of writing up an agreement?

    Does anyone have something that I can copy?

    Thanks in advance
     
  2. Greg Malcangi

    Greg Malcangi Member

    Hi Chris,

    I can't answer your question directly as I have a publisher that deals with all the legal stuff.

    My suggestion though is to contact your national music copyright organisation. I can't remember off hand what it's called in Canada, in the US it's ASCAP and here in the UK it's the PRS. These copyright organisations are the ones who collect and distribute copyright royalties to composers. Your national organisation will be able to give you the information you require to make your contract legally binding as far as Canadian law is concerned as well as international copyright law.

    Greg
     
  3. Bob Olhsson

    Bob Olhsson Distinguished Member

    All you really need in the beginning is an agreement between yourselves about what percentage of the song each party owns.

    Beyond that, it becomes a partnership with all of the variables such might or might not involve. I suppose some people create massive contracts about "what happens if" but myself, if that even appeared to be necessary, I'd write the whole thing off to future hassles avoided.
     
  4. try2break

    try2break Guest

    I wholeheartedly agree with you Bob. If you need to spell out who gets what even before you have the chance of success, what is it going to be after you hit it big? You will be bickering endlessly about whether the music or words are most important, etc. Then the drummer will start telling you how much his part contributed to the song and want more points. Better to agree with a handshake when the songs are written. Do not be worried that you will get ripped off by your partner if it becomes a smash single. The song will suffer if you are both thinking in dollar signs om the beginning.
     
  5. lwilliam

    lwilliam Active Member

    Bob's right about the "simple" agreement. However, watch the "partnership" word - never use that word in your agreement. It has legal ramifications.

    A MUCH safer agreement states that you are doing a "Joint Venture" with "such-and-such" on the song(s). You should also specify who has control of the administration (whether both have to agree on who gets to record it the first time or not).

    Sometimes one of the co-writers (I've had this happen) doesn't want the song recorded by whoever wants to put the "hold" on it. They are "saving" it for a bigger name or whatever. Just make sure that aspect is covered.

    Bit it can be a simple, one or two paragraph agreement.
     
  6. ob

    ob Guest

    I'm a lawyer, so I'll throw my two cents in.

    Initially, it is always better to have something documented on the front end rather than duke it out later. I would recommend a written agreement.

    Some things that you might want to think about:

    -division of profits (or losses - don't forget tax consequences)

    - How is the work owned? If two people own it, what happens if one person dies? Does sole ownership result for the surviving songwriter, or does the deceased songwriter's estate own the other half of the song? How will this impact your ability to market or sell the rights to the song in the future?

    - Can your songwriting partner sell his rights to the song even if you don't agree? Do you want a right of first refusal?

    - I would stay away from entites such as partnerships and joint ventures, because you end up with unlimited liability. What if your songwriting partner pulls a George Harrison ("She's so Fine" - "My Sweent Lord") and gets you both sued? Defending lawsuits is extremely expensive (I'm a defense lawyer).

    Just some thoughts. I'm not sure how the pros work around this, but I have a few ideas if you are interested.
     
  7. Bob Olhsson

    Bob Olhsson Distinguished Member

    I meant partnership in the informal human relationship sense, not as any kind of business arrangement or entity.

    The copyright act pretty much defines, as I understand it, that ownership lies with the creators and their estates unless there is an agreement to the contrary and even then after a certain period it reverts to the estates. Each party can make whatever PRO or publishing arrangement they choose.

    Again if a little conversation about business turns up any hesitation over the idea of accepting any reasonable offers for covers, foreign co-publishing or even a publishing deal, my advice is to pretty much just forget about the whole thing.
     
  8. Bob Olhsson

    Bob Olhsson Distinguished Member

    I should have added, success as a writer is all about being in the right place at the right moment with the right tune. A co-writer with delusions of grandeur who doesn't understand that there is no sane reason to not accept almost ANY reasonable offer is going to be an anchor.
     
  9. ob

    ob Guest

    My final word, and I hope I don't sound like a know-it-all (which gets pounded into us in law school)

    Any two people working together on a project with the anticipation of dividing the profits becomes either a partnership or a joint venture under most state laws. This is significant because a partner is jointly and severally liable for the full extent of the partnership's liabilities, which either partner can create. The same is true with a joint venture; the difference between a joint venture and a partnership depends on the contributions of capital to the venture and expected duration of the project.

    Ok, off the soapbox.
     

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