brandleys

Music

Deals and contracts.

Every music agreement is a transfer of something. What matters is which rights are moving, where, for how long, what has to happen before they come back, and how you find out what you are owed. Those provisions decide the outcome long after the enthusiasm that produced the signature has gone.

What this looks like when it goes wrong

These are signed at the point of maximum enthusiasm and minimum leverage. Somebody is finally interested, the document arrives with a note describing it as standard, and reading it carefully feels like a way to lose the opportunity. It is signed, filed, and not looked at again until it becomes a problem.

The problem usually shows up as a limit on something new. A better offer arrives and is caught by an exclusivity nobody remembered. A track cannot be licensed because the rights sit with a distributor the artist has outgrown. A use needs a publisher to approve it and the approval does not come. Nothing has gone wrong exactly. The agreement is doing what it says.

Management agreements produce a particular version of this. The relationship ends badly and the manager remains entitled to commission on income connected to work done while it was running. Whether that is right depends entirely on the words in the document, and it is often the first occasion anybody has read them properly.

Sync and distribution deals go wrong through breadth. A licence granted for all media, everywhere, with no end, for a fee that felt generous at the time, is not a bad deal because of the fee. It is a bad deal because the artist can do nothing else with the track afterwards and did not understand that this was what was being agreed.

What actually decides it

A handful of provisions decide the shape of any of these agreements, and they are usually not the ones being discussed. Which rights are granted, and whether they are assigned outright or licensed. How long the arrangement runs and what brings it to an end. Which territories it covers. What comes back to you, and what triggers the return. And how money is calculated, reported and checked.

The difference between an assignment and a licence is the difference between selling and lending. An assignment moves the right. A licence permits a use, and can be limited by purpose, media, territory and time, and can be made to end. Exclusive and non exclusive matter for the same reason. Publishing arrangements in particular range from an outright transfer of the work to somebody administering rights you keep, and the label on the front of the document is not always a reliable guide to which one it is.

Rights coming back is a matter of drafting, not of fairness. If the agreement does not say the rights return, and does not say what triggers the return, they do not return, and the end of a relationship does not by itself recover anything. Territory works the same way. Rights granted worldwide are not quietly recovered in a country simply because nothing was ever released there.

Accounting is where value is lost without anybody arguing. It matters what income the calculation is applied to, what may be deducted before it is applied, who reports, how often, in what detail, and whether you are entitled to check. An entitlement you cannot verify is an entitlement in name only. Alongside that sit the practical protections: approval over how the work is used, what happens if the person you actually signed with leaves, and what stays in your own name.

What we do

Reading it before you sign

A plain account of what the document does, written for the person who has to live with it.

What is being given away

Separating the rights that are moving from the rights you keep, across every agreement on the table.

The clauses that matter

Negotiation focused on grant, term, territory, reversion and accounting rather than on the headline.

Agreements already signed

Establishing what you are actually bound by, and where the exits are.

Reversion and exit

Bringing rights back where the agreement allows it, and documenting it properly when it happens.

Conflicts between deals

Finding where one agreement has promised something another has already given away.

When to spend nothing

Not every document needs this treatment. A single licence for a limited use, confined in scope and time, is often not worth the cost of a careful review, and treating every piece of paper as a negotiation makes you expensive to work with and slow to deal with. Save the attention for anything exclusive, anything that captures future work, and anything you cannot get out of.

There is also a point at which a deal you dislike is simply the deal. If it is still running, the rights are gone and nothing in the document brings them back, the useful work is planning around it rather than paying for an argument that cannot be won.

Before anything is sent

Positions harden the moment the other side takes advice, and the quiet routes stop being available once a demand has gone out. While nothing has been sent, everything is still open.