Agreement for Collaborative Exploitation of Songwriting and Sound Recording

Agreement for Collaborative Exploitation of Songwriting and Sound Recording

This agreement is entered on the date ____________ by ___________, ____________, and ____________ (collectively, the “Parties” or individually, “Party”) for the purpose of collaborating on the creation, production and exploitation of musical compositions and sound recordings described in Exhibit A.

This agreement describes the contributions made the Parties to the creation of this property, and their corresponding rights and duties, with the following understanding:

  1. Exploitation

    The term “exploitation” used herein refers to any revenue or compensation generated by the usage of the Work.

    This includes but is not limited to placements in Film, Cable TV, Network TV, Terrestrial radio, internet radio, on-demand music and video streaming services, DVD releases, Video Games, greeting cards and karaoke.

    The terms “revenue and compensation” include but are not limited to sync fees, licensing fees and royalties.

  2. Reimbursement of Expenses

    No party shall be responsible to any other party for expenses incurred in the preparation or presentation of the songs or sound recordings unless agreed upon.

    Any costs incurred in the production of the recording, such as payments to musicians, technicians and engineers for work-for-hire, the rental of recording studio time or equipment, is considered the Cost of Production of the cue, and shall be documented for each cue listed in Appendix A.

    Any such costs should be documented and secured with work-for-hire contracts that specify:

    • The work done on the song
    • The date the work was performed
    • The rate paid
    • A release of claim on ownership of the song and master

    In order to allow for efficient recoupment of the Costs of Production, the Parties shall settle among themselves the Costs of Production so that they are invested according to their equity in the combined Writing and ownership of Master.

  3. Division of Revenue and Expenses

    All sums received from exploitation of the song and sound recordings, as well as all approved expenses incurred, will be divided as described in Exhibit A.

    There are three parts of ownership involved in the exploitation of a song and sound recording:

    Writing.
    Ownership of the musical content. This typically includes composing the melody and lyrics. It can also cover the development of chords, bass lines or countermelodies, song structure, arrangement, accompaniment or orchestration. Anything that contributes to the musical content of the song.
    Master.
    The owner of the sound recording. This typically includes anything related to creating the actual recording. Such as providing the studio and hardware on which the recording is made, performing the work of a recording engineer, mixing engineer or mastering engineer.
    Placement.
    Exploiting the master. Whoever made the contact and/or did the follow-up to get the song placed. For placements through intermediaries such as music libraries, the Placement rights go to the Party responsible for getting the cue in the library.

    The general framework is to divide revenue received from exploitation of the song and sound recordings according to the formula:

    • 40% to Songwriters
    • 40% to owners of the sound recording (the “Master”)
    • 20% to whoever placed the song

    Examples of how to use this formula:

    • One songwriter, one master owner; songwriter places the song: 60% to songwriter, 40% to master owner.
    • One songwriter, one master owner; master owner places the song: 40% to songwriter, 60% to master owner.
    • Two songwriters X and Y, two master owners W and Z; songwriter X places the song: 40% to songwriter X, 20% to songwriter Y, 20% to master owner X and 20% to master owner W.
    • Two songwriters X and Y, two master owners W and Z; master owner Z places the song: 20% to songwriter X, 20% to songwriter Y, 20% to master owner W, 40% to master owner Z.
  4. Reversion

    If the songs and sound recordings are not successfully exploited by the date _______________, each party may withdraw his or her respective contributions to any songs or sound recordings not meeting such requirement, and the other parties shall have no remaining claim to income from any use then made by the creator thereof.

  5. Administrative Agreement (One-stop Licensing)

    All parties shall have the right to issue licenses for any use whatsoever of the songs and sound recordings, but must pay appropriate shares of any money received as specified in Exhibit A.

  6. Continued Development

    Any of the songwriters may, with approval, authorize changes to the lyric or melody of the songs and may reduce the shares of all of us in equal proportion to compensate any new songwriter(s) adding such creative changes.

  7. Arbitration

    In the event of any dispute between us regarding the songs, sound recordings, or this Agreement, we will submit the matter to binding arbitration in San Francisco under the rules of the American Arbitration Association or any local arbitration association upon which we otherwise agree.

  8. Tranferrence

    Any of the Parties may transfer his or her Writing or Master rights in any Cues to another party.
    However, the following conditions apply to any such transferrence of rights:

    • Co-writers have the first right of refusal to acquire Writing rights.
      • If there are more than one co-writer that want to acquire Writing rights, the rights made available for acquisition are split evenly among the co-writers.
    • If co-writers do not choose to acquire Writing rights, then the Master owners have the next right of refusal to acquire Writing rights.
      • If there are more than one co-owner of the Master who want to acquire Writing rights, the available rights are split evenly among the co-owners of the Master.
    • Co-owners of Master rights have the first right of refusal to acquire Master rights.
      • If there are more than one co-owner that wants to acquire Master rights, the available rights are split evenly among the co-owners of the Master.
    • If co-owners of the Master do not choose to acquire Master rights, then the Writers have the next right of refusal to acquire Master rights.
      • If there are more than one co-writer who wants to acquire Master rights, the available rights are split evenly among the co-writers.
    • Any remaining rights not transferred among the Parties may be transferred to 3rd parties, subject to agreement by all Parties.
      • Rights may not be transferred to other Parties unless all Parties agree on the transfer.
  9. Signature

    Social Security Number

    Address

    Phone(s)

    Note: Although it’s not critical, you may wish to have this document notarized. In many states, notarization is required for any power of attorney. Check your state laws as to how a power of attorney is legally granted.