#6

The Music Composer Contract

— THE BASICS —

PREMISE

The reason I decided to write a post on this matter is because most people starting out won't have a budget to hire a lawyer to take care of their contracts. When searching on Google, lots of answers appear and templates are provided but they do little to explain the contents of a contract and why certain bullet points exist. So the goal here is just to provide you with a starting reference.

It's easy to become overwhelmed with the legal language. My goal is just to simplify the process when starting out and provide you with a guideline while using normal language.

Always seek out additional information and advice from your peers. Each project is different and there are a lot of variables. The more research you do, the more prepared you will be.

WHAT IS A CONTRACT?

It is a written agreenment to state in a binding way what it is agreed between two parties. It states their duties and obligations, outlines a clear schedule, says what each party needs to deliver and take action on, and includes clauses for whenever things may go wrong.

WHY DO YOU NEED A CONTRACT?

It will make sure that both you and the composer are aware of what to expect from each other throughout your collaboration. It also explicitly indicates the producer's rights - typically to sync the music with their audiovisual production - and the composer's ownership/authorship rights of their own work. It prevents you from facing unforeseen headaches in the future and it allows you to adjust expectations. You don’t want something to come off as a surprise at a time when there is a lot of stress due to approaching deadlines and for you to realise at that stage that one of you has misunderstood something. One example might be you assuming that the composer pays for the orchestra and big studio, yet in all probability that is not his/her job, unless the payment already reflects that (called an all-package deal - this includes the composer’s fee).

Another reason to have a contract is because, without one, you don’t have any legal grounds for the music you are using. All around the world, it is agreed that a copyright exists from the moment that a track has been created and that it automatically belongs to the composer. So, by default, the rights will always belong to the composer, unless stated otherwise… in writing. What you are looking for, though, is a license to use the music.

BEFORE THE CONTRACT

Before you start looking at a contract, it is important to think about the following questions in as much detail as possible:

What do I have to do?
What means will I need to accomplish it?
What does the other party have to do?
What means will they need?
When does it need to be done?
What happens if the other party doesn’t do it?
What are the consequences?
What does each party get out of it?

Essentially, the answers to these questions will dictate how the contract is written. Once you start answering these questions, you will find yourself thinking about how to best achieve your goal. Below is just one example of a basic outline and some questions that are worth thinking about as well as some general terms but please remember that terms in one contract might mean something different in another. So, always seek out a professional and/or peer advice.

A BASIC OUTLINE OF THE MUSIC COMPOSER AGREEMENT

• Identification of who’s hiring who and their job descriptions

• Definition section
  The longer or more complicated the contract, the more likely it is you will have a definition section. It is an important section to clear any doubts about what a particular word might mean and it will usually appear at the beginning or at the end of the contract. Do note that a word in one contract may have a different meaning than the same word in another contract.
  It also helps to simplify the wording in a contract. For example, you can define “the work” as referring to the original music composition instead of repeating the words “original music composition” throughout.

• What the work is
  Here you want to clarify what the composer role is. The composer wants to assure you that he/she is writing original music for you and also assure that there are no extra responsibilities. For example, if you are an indie film maker and intend on asking the composer to help and create sound effects this is something that can be discussed but should be detailed here.

• What is expected from the composer
  What is the composer delivering and when are they delivering? This is important. If there are milestones then add them to the contract. I have heard of stories from a few directors where the music composer did not provide demos and only provides you with a final version of the music regardless of what you think about it.

• What is expected from the director
  When are you paying the composer? Are payments only done after a certain milestone? Is it 50% upfront and 50% after delivery of everything? For how long is it OK for the composer to have to wait for feedback on their work?

• An estimate amount of music time
  Composing 40 minutes of music is different than composing 60 minutes, both in terms of time required and budget.

• If there are live recordings expected, what does the budget cover?
  Do you want an orchestra? Then specify as much. I highly advise having a separate budget for the recording stage as that would take away a huge chunk off the composer’s payment and that will affect the collaboration. If it’s a package deal that you are looking for (everything in one payment), then the composer will add those costs to the total composer’s fee, so expect a much higher number in return.

• Masters and Publishing
  This is where it is stated who owns what. “Masters” refers to the actual official sound recording that is used in your project and “Publishing” is the rights to the composition, words and music. For example, if you own the master rights of “Let It Be”, you own only that original sound recording but have no say in any covers or other performances that derive from that music composition and lyrics.
  If your budget happens to be low, these rights will continue to belong to the composer and the reason is simply that, given the tough industry we work in, composers need access to their royalties, which are paid by the Performance Rights Organisation (ie. BMI, ASCAP…) that the composer is registered with.
  So, are you paying and not getting the rights to use the music? No. It’s a wording issue that generates a whole lot of confusion. You are paying for a license (see next bullet point). The reason for this is that if you have the rights to the music, nothing stops you from using the music and profiting in ways that are completely unrelated to the project later down the road, taking away any possible source of income in the future from the composer. That is why, if you want to own the rights, the budget should be reflective of any possible future use and therefore be considerably higher.

• Licensing
  You want a license to use the music in your project and any related promo. But there are questions to ask, including: Is this an exclusive license? A perpetual license? A temporary license? For how long is the license? What platforms does it cover? The lower the composer’s fee, the more limited the license will be and might be subject to renewal at a later stage.
  Think of it like this - say you don’t have much budget for music and the composer is willing to help you out for much less than what they should be for what you are requesting. The composer might then choose to offer a 1 or 2 year license in return for the extra work. If your project goes well and still requires a license to keep being reproduced commercially, that means you have made some profit from it and should then renegotiate a fair renewal of the music license.

• Music credits
  It is common practice that you stipulate how the credits will be shown in the movie or game. The composer will let you know how they want to be credited, if there are any credits (eg. “Music by João Luís” or “Music composed by João Luís”, etc). I say "if” because promotional videos rarely show any credits.

• Warranties, Remedies & Termination clauses

  • Warranty means a legally binding promise, though not an exact synonym. It has a legally understood meaning.

  • Remedies are the rights of the innocent party if a warranty is breached and establishes what the innocent party gets out of a wrongful/unaccomplished act.

  • Termination is to denote the right to terminate the contract earlier, usually for breach by the other party.

What if the composer quits? What if you decide you want to not work with the composer midway through a project? Any possible outcome should be agreed upon by both parties in order to ensure that, if things don’t work out, then any issue has an opportunity to be resolved as efficiently and amicably as possible.

• Finally, signatures and date

But there’s one more thing I’d like to talk about. There’s another reason why you wouldn’t want to own the music rights.

“But J, according to my research, lots of companies seem to do it. Why wouldn’t I?”
That will be in my next post!