Does this license contract look O.K.?

I have a decent relationship with the musician doing the soundtrack to my film. He sent me a contract to look over. I don't think either of us are interested in trying to screw the other guy over, we're just looking for a fair deal. The contract looks fine at a glance, but I wondered if anyone can spot anything that might trip either of us up later.

Is it normal to calculate royalties off net or gross profits?

Any good guides out there?


O.K Thx


This document sets out the terms and conditions under which you grant
<company name> („Licensee“) a non-exclusive license to commercially exploit the tracks or parts of the tracks embodied in the recordings described.

The Licensor owns and controls the copyright in the sound recordings („Recordings“) listed below:

Artist: XXXX Artist: XXXX
Track: Tre Track: Colors

(((TRACKLIST DELETED FOR PRIVACY)))





<your name> - <your company> XXXXX

Date: Date:

Read and agreed: Read and agreed:

___________________________ ___________________________


1. Territory: World
2. Term: 10 years from the day of signature by „Licensor“. By the end of this term the contract extends for always one year automatically and aunally unless Licensor cancels the contract by sending a written message to Licensee 3 months before the end of this term or any subsequent year- period.


3. Grant of rights: Licensor grants to the Licensee throughout the Territory during the Term an irrevocable non-exclusive right and license:


1. to use the parts of the Recordings, but not the whole tracks, exclusively in the video film project „<film name>“ („Film“), by incorporating them in to the soundtrack for the Film as film music („Soundtrack“)
2. to use the name, approved likeness and photographs of artist(s) performing on the Recordings in connection with promotion and sale of the Film; and
3. to use, modify, copy, reproduce, store, transmit, communicate, distribute, encode, embody and/or store the Soundtrack, as part of the Film in connection with promotion and sale of the Film in the form of a video file or files that can be loaded onto a computer server and made available for end users to download onto wired or wireless device (including without limitation computers, mobile phones) via a range of service channels (including without limitation, the internet, web, cable, satellite, wap sms, I-mode or any other form of distribution, transmission or communication); and
4. to transmit, communicate and/or exploit the Soundtrack as part of the Film by electronic or similar means or in an intangible form by any means or combination of means which are capable of being made perceivable or used by a receiving device including as set out in sub-clause (c) above;




<your name> - <your company> XXXXXX

Date: Date:

Read and agreed: Read and agreed:

___________________________ ___________________________



4. Royalty:



In the consideration of the rights granted by the Licensor to the Licensee, the Licensee shall pay to the Licensor the following royalties:

1. 4% of all profits which will be calculated by reference to the proportion of commercial use of the Film by the Licensee (or its licensees),
2. One time immediate payment of 500.- EUR (five hundred euro)


5. Delivery Materials:



The Licensor shall deliver to the Licensee master recordings reproducing each of the Recordings and all necessary clearances and information required for labeling Recordings as parts of the Soundtrack.

6. Accounting: Twice yearly on 1st January and 1st July (90 days tolerance)


7. Jurisdiction: United Kingdom Law



In signing below the Licensor confirms that he owns and/or controls the Recordings for the territory referred to and that the Licensor agrees for it to appear in the Soundtrack for the Film on the commercial set out above. By signing, the Licensor also warrants that any samples on the Recordings are cleared and indemnify <company name> against any claims, actions or damages arising from any breach by the Licensor of this warranty or the other terms of this agreement.

By signing, the Licensor and the Licensee will form a binding agreement between them.


<your name> - <your company> XXXXXXX

Date: Date:

Read and agreed: Read and agreed:

___________________________ ___________________________

LICENSE TO USE RECORDINGS FOR THE FILM PROJECT „<film name>“ AS PART OF THE FILM SOUNDTRACK.

Film title: <FILM TITLE>

ONE TIME PAYMENT OF 500.- EUR (FIVE HUNDRED EURO)

ROYALTIES COLLECTED FROM ALL PROFITS RELATED TO COMMERCIAL USE OF FILM AND INCLUDING BUT NOT LIMITED TO THE SALE OF FILM: 4%

Computation Base: 100% of net sales after returns, prorata numeri

Territory: World (no licensing)

Accounting: semi-annually within 90 days from end of each semester

Term: 10 years

Release date: <release date>

Film duration: <XX hours XX minutes>

Nr. of tracks: 6

Samples (only if released on VCD or DVD): 2 copies free of charge



<your name> - <your company> XXXXXXXXXXX

Date: Date:

Read and agreed: Read and agreed:

___________________________ ___________________________
Licensor grants to the Licensee throughout the Territory during the Term an irrevocable non-exclusive right and license:

Licensor warrants and represents to possess the full right power and authority to enter into and to perform this agreement.

No material recorded or conveyed hereunder shall infringe upon any Third Party rights and licensor warrants to have any necessary permissions and clearances fully indemnifies Licensee against any claim of breach of any warranty made hereunder holding licensee completely free from liability or any claims made against it by breach of this clause.

Licensor guarantees that all „sampling“ embodied in the Recordings are cleared and thus free of any claim. Licensee shall not be held responsible for any claim from any other company relating to the „sampling“ embodied in the Recordings.

By signing this authorization letter you authorize <company name> to use Recordings in object for a film project branded „<film project or film name>“.

Royalties shall be payable from receipt of an original copy of the invoice.

Please return us a copy of this letter signed for acceptance.




<your name> - <your company> XXXXXX

Date: Date:

Read and agreed: Read and agreed:

___________________________
 
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Hire an entertainment attorney, before you do anything like this.


Is it normal to calculate royalties off net or gross profits?

There's a reasonable way to get screwed out of all prepared statements.

Get an entertainment attorney before signing anything.


Any good guides out there?

Yes, and they should called be your entertainment attorney. ;)

___________


The contract you listed involves money, percentages, multiple parties, and many vagaries.

Get an an entertainment attorney, before doing anything like this.

By the way... that entertainment attorney should be your own. Not the one that might be offered by them to represent you both.

___________

p.s. get your own attorney, for contracts like this. Not sure if I mentioned that....
 
Haha.

I'm in the middle of Indonesia right now and nowhere near one. That would also run up hundreds of dollars of legal fees that I don't have.

O.K. Good advice, and I'm sure there are a hundred ways to get burned, but I might just have to cross my fingers on this one.

Any free legal advice sites out there that are genuine?
 
To be honest, I'm not going to read it all - I have to read enough stuff for my own business.

Take it to an entertainment attorney (that's what I do). I know that can be on the pricey side, but that is the only place you can get solid advice pertaining to entertainment law. Otherwise you are only getting guesses from people who have anywhere from some to no experience and possibly greatly misunderstood interpretation.

BTW, there are a few sites out there with "boilerplate" contracts, but I have no idea if the are correctly drawn up or if they would be binding in a dispute.
 
Any free legal advice sites out there that are genuine?

Just spend 5 minutes listening to "legal advice" radio shows, and you'll soon understand why they don't refer to themselves as legal advice... but rather, legal opinions.

If you can't afford the fees needed to clear a contract, you sure as heck can't be committing to filing accounting reports twice a year (think you'll be doing that by yourself, even if you had the time? Who's legally representing what you file?!).

There are, fortunately, much simpler ways to acquire good tunes. You may not get the desired bands you had in mind, but simplicity works in most cases. Are the bands you have in mind absolutely essential to your project? (If so... why... unless a music video for them... in which case, even more things)
 
Fair enough AA, I'm sure it's a good idea, two people have told me now.

Any rough idea how much this work would cost from an entertainment lawyer, and are there any that can work over email, not face to face?

ZenSteve,

The film's getting released for free on the internet. If it makes no money, the artist gets a 500 Euro fee and no royalties. He's fine with that and so am I. If it makes some cash, he gets a cut. I'm committed on the music cos it's high quality, really lends something to the film and is worth 500 Euros.

If the film makes something I'll then be able to afford accounting fees. If it makes nothing it doesn't matter so much. I might be able to scrape some cash together if I knew a ballpark figure.

Thanks for your advice, I'm sure there are plenty of pitfalls. I know 500 bucks spent now could save thousands later.
 
I'm assuming that you are in Europe, so I would have no idea of the fee structure.

You may want to check out folks who are still in law school; many work as clerks at law firms during the summer, etc. and may want to give you a hand for the experience.
 
"Net" isn't really defined in that contract. Generally there are no net profits on a film because you use slight of hand accounting practices to make sure there aren't any. Net points are like offering somebody 5 KG of smoke.

That being said, I would have at least a law student look it over.
 
Haha.
I'm in the middle of Indonesia right now and nowhere near one. That would also run up hundreds of dollars of legal fees that I don't have.

Understood. And signing a contract like that could cost
you hundreds of dollars in the future. And perhaps even
more. My fingers are crossed for you.
 
"Net" isn't really defined in that contract. Generally there are no net profits on a film because you use slight of hand accounting practices to make sure there aren't any. Net points are like offering somebody 5 KG of smoke.

I see what you're saying. Yes, you could write thousands of dollars off as expenses if you were dishonest.

Understood. And signing a contract like that could cost
you hundreds of dollars in the future. And perhaps even
more. My fingers are crossed for you.

I've had three experienced professionals telling me to be very careful so I will be.

*

I might have a clause limiting total payout, that should cover me to some extent. I will look around some legal forums and see if there's some advice I can get.
 
Definitely contact an entertainment attorney in your area. I can't give you any legal advice as I am not your attorney but you may be interested in a recent ABA book titled "The American Bar Association's Legal Guide to Independent Film Making." - This book is a great guide. I have recommended it to potential clients here in Orlando who are determined to do their own legal work rather than hiring me as their attorney. It is a newer book so it is up to date on this type of stuff. If you are located near a law school you may want to venture into the entertainment section and take a peak at the many volumes entertainment contracts for all situations. It DOES NOT replace an entertainment attorney who is familiar with case law, industry language and customs, and drafting of contracts, but you will at least know the boilerplate clauses in these types of contracts.

Best of luck in your endeavors.

******
This post is for the purpose of abstract discussion of legal principles and procedures, and does not create an attorney-client relationship or any other legal relationship between the sender and recipient. It is not legal advice. I may be dead wrong. Your mileage may vary. Consult your professional tax advisor. Eat your vegetables. Brush at least twice daily, especially after meals. Monitor your tire pressure. Get plenty of sleep.
 
The problem with a lot of musicians is that when they hear the word "movie" they instantly see dollar signs and think that you're making money hand over fist, but don't understand that indie productions have no budget, will probably never ever see a profit, and will probably only lose equity on their home in making the movie. In reality getting paid $50 or $100 for a song for any indie film should be considered "found money".
 
I was honest with the guy about the limited scope of my project from the get go. He's been really helpful throughout... Sure, I bet there is a lot of misunderstandings like that Blade.

Best to offer them a small up front fee and a capped percentage.
 
Didn´t read it all - stopped at ´non-exclusive´and ´Ten Year´

= OK for free downloads/promo but not for long-term commercial use.

Al the best, Jim.
 
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"Net points are like offering somebody 5 KG of smoke."
Agreed. Accounting trickery = No payment ever.

Take $500 to license it, non-exclusive, payment due upon execution of the contract. The contract is null and void if payment is not received within 30 days. No need for a lawyer if they pay you $500. A lawyer will just subtract $300 from your $500.
 
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