Recording - December 2020 - 64

Continued from page 63
That's right!
Bob: And I can't tell you how many times I
have people call me the week after an agreement is signed and go, "Oh! You're an
exclusive catalog?" And it's like wait, that was
in the contract!
Erin: That's because people don't read things
when they sign them!
Bob: And it goes on a lot. At that point I go,
"You know what? Take it back, you go read the
contract, meet with your attorney. We'll call
this a "not done," you go figure it out. But it
happens a lot.
Let's talk about Frankensteined or piecemealed
contracts. I believe that the industry is full of
them. And it's happened because there are so
many smaller libraries that can't afford the legal
fees to get it right. So oftentimes they are like
Pedro, where they were a composer, they had
become successful and they had more work coming to them than they could fulfill with their own
time and talent. So they start a library, and they
will then go take their contracts they got from
five or six different companies, and take the best
pieces. And rather than calling an attorney and
saying, "I like this clause, and I like that clause." I
understand the desire to Frankenstein the contract in theory, but they don't take the final step,
which is running it by an attorney, because there
could be stuff that you and I have talked about
that will conflict when you Frankenstein a
contract.
Pedro: Just to be clear, we Frankensteined
our contract in the sense that in the beginning
I wanted the best pieces of the contracts that I
knew. However, it was checked by an attorney.
Right. See, that's what I said.
Pedro: Well, actually, the attorney took the
ideas and created a contract for me, I
should say.
That's the right way to do it, and that's why I
chose to say, "Yes, Pedro, you can start a library,
and we'll run listings for you, because that's the
way you were built." But a lot of people are not.
They're not necessarily devious or evil, they're
just looking for the shortcut, and the shortcut
can get everybody in trouble. So, Erin, do you
want to comment on this Frankenstein
syndrome?
Erin: Don't Frankenstein your contract. The
thing is, I see this from both sides. I see this
from libraries that come to me, or actually
that they have Frankensteined the contract,
and then they do want me to look it over. And
64 RECORDING December 2020

then I see it from composers who are saying, "I
got an offer from a library. Can you review it?"
So when a library is coming to me with a
Frankensteined contract, a lot of times they
will also then go, "Well, I've already drafted it,
so I just need you to fix it." And it will take me
more time and cost them more for me to fix it
than for me to just draft it correctly to begin
with. And then, also, when people Frankenstein contracts, they often don't completely
understand the clauses that they're pasting
together. So, yes, it can create conflicts and
circumstances that you don't want. But it can
also leave things out, or it can also be a clause
that you think it is saying what you want it to
say, but it doesn't. From the other side, when
composers give me a contract to review that
they have been offered, I can immediately tell
that it is a Frankensteined contract. I can
immediately tell when it was something somebody got for free on the Internet, and I can
immediately gauge the level of competency
and professionalism that the library has. So
what I say to the composer that I'm representing is judging by the way that their contract
looks, they don't know what they are doing,
and is this somebody that you want to put
your music with?
That's a great bottom-line business discussion. So
how do these people [in the audience] know, if
they're not that well-versed in being able to spot
a Frankensteined contract, is there a delicate
way to approach a library when you see the contract? How do they know if it has been
piecemealed?
Erin: Well, sometimes it's really easy to tell in
that the formatting is weird, there are typos,
or when you read it you can tell that the style
of writing is kind of different. Because even
though contracts are contracts-depending on
who's drafting that contract-the language
might be a little more formal or it might be
more simple. So if it kind of doesn't flow well,
and it doesn't read real well, that could be just
an easy way to say, "Who drafted this? Is this
the way it's supposed to be?"
If the first paragraph is a 10-point Helvetica, the
second paragraph is Times, you know it's
Frankensteined.
Erin: Yeah, because that just says to me this is
somebody that hasn't checked the details. If
they are letting contracts go out like that, and
if they can't check the details and make sure
that the contract with you is correct, then
they're not going to be checking the details
and making sure that the PRO registrations
and the copyright registrations, or whatever
they're handling on your behalf, or the
licenses that they are doing on your behalf, or
the accounting that they are doing on your
behalf, those details aren't going to be right
either.

That's a great point. And you know what, that's
why I've asked these guys to be on this panel. I
know them all very well, and they're the white
hat guys who take care of business the right way.
Bob: And on the contract side of things, this
door swings both ways. And we've had the
conversation, we want you guys to know what
you're signing, and the more educated you are,
the more power to you. But there are things
that I am constantly as a library, unwinding
problems that have been created before. We've
talked about [online distributors] like CD
Baby [TuneCore, etc.], where we've got an
artist clicking, "Yeah, publish my music."
That's my last topic, and I want to get all you
guys to weigh in on that. So go ahead and
weigh in.
Bob: Having done this for a long time, I have
to have my agreements reviewed on a fairly
regular basis. Because every year or two,
there's a whole new medium-neighboring
rights. There are all the new ways of garnering
income, and then I have to make sure that my
rear end is covered, your rear end is covered,
and everybody's getting their money and it's
flowing contractually correctly.
Okay, so I want to go around the loop on this
one. I'll start with Michael, because I have had
this discussion, I believe, on TAXI TV with him.
This is something that happens quite a bit lately:
I do an episode that I play music that was
forwarded, and music that was returned on a
particular listing for our members. Oftentimes,
before I even go off air, I'm already getting the
email from YouTube saying there are people
making copyright claims, telling me that I can't
monetize the video-not that I had anyway. And
I look and go, "Wow, look at that we played 14
pieces of music on this episode, and nine of the
14 are already published either by TuneCore, by
CD Baby, by some entity." So I just want to be
clear to the audience that I am not impuning the
character or the business ethics or the legalities
of what these companies are doing. Some of
these are fine companies. But people are so
horny-for lack of a better way to describe it-
to get their music out there, that when they sign
up for a service agreement with one of those
entities, and the agreement is a distribution
agreement, but there is also a very short paragraph and a checkbox, "If you would you like us
to help you monetize your music by signing this
publishing deal, check here." And there are varying types of deals. It could be a non-exclusive
with a 30-day out clause on it, it could be exclusive, it could be admin-only. Even if it's
admin-only, which means that they do the
administrative work of tracking the money basically, you can't submit your music to TAXI for a
music library or publisher deal, because you are
already published. Michael, did I get that right?
Continued on page 67

Recording - December 2020

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