Do You Have a Band Partnership Agreement Yet?
by Glenn T. Litwak
Why even have a written agreement between the members of a band or group? Entering into a band partnership agreement is advisable, not necessarily because you don’t trust your band mates, but because it forces the members of the band to address difficult issues and hopefully reduce misunderstandings. To paraphrase Timothy B. Schmit, bassist/singer with The Eagles: “In my experience, all rock & roll bands are on the verge of breaking up at all times.” Yes, disputes will arise and you will be in a better position to deal with them if you have a comprehensive band agreement––in writing.
Band Name: The agreement should indicate the band name and any logo. It should also indicate who owns the band name. This issue has come up with some famous bands, like The Beach Boys. When a band breaks up, the question often arises as to who owns the name and, consequently, who can record and perform using that name. There are alternatives for ownership of the band name. For instance, the agreement can provide that the band owns the name, and departing band members have no right to use the name. Or let’s say two members were instrumental in forming the band; the agreement could say “should those members leave, the band shall cease using the band name and logo.”
Other Projects: The agreement may provide that band members can participate in other music projects (solo albums, solo performances, side artist appearances, etc.) so long as it does not interfere with band obligations.
Representations and Warranties: The agreement should include typical (“boilerplate”) representations, such as: members have the legal right to enter into the band agreement; they will not do anything to harm the band partnership; that members are under no restriction that would interfere with the agreement; and that they will not sell their interest in the band without the consent of the other band members.
Profits and Losses: The simplest way to divide profits and losses is to provide in the agreement that the band members will share equally in them. This provision should also provide for a specific definition of “net profits.” And it should specify expenses: such as band salaries, accounting, legal and office expenses. However, splitting band profits and losses may not be equitable to all band members under certain circumstances. For instance, where one band member does all the songwriting, is already famous, or invests most of the money in the band, the profits and losses section can have special provisions for that
Publishing: There are a number of options with regard to splitting publishing income. The band agreement can provide that the band will split all music publishing income (writer’s and publisher’s share) equally among the members. Or a more complex formula can be used such as publishing income is shared equally, but songwriter income is to be equally divided among the writers of the composition. It all depends on what is fair under the circumstances. Where one member does no writing or one member does all the writing, the agreement should take this into account. If a band publishing company is set up it can have the worldwide exclusive right to administer and control the copyright ownership in the recorded compositions and the right to enter into sub-publishing agreements or otherwise deal with the copyrights.
Meeting and Voting: The agreement should provide when there will be meetings and may provide that any member can call a meeting. It should also provide what types of things require a majority or unanimous vote. For instance, perhaps it will take a unanimous vote to expel a member, or a majority vote to admit a new member, or for bonuses, or entering into band agreements.
Books and Records: Books and records on the band’s business dealings should be maintained and available for inspection by any band member.
Adding New Member: Adding a new member can often lead to disputes. The procedure for adding a new member should be spelled out in the agreement. It should specify if all members have to agree to a new member. And it should require any new member to agree to the band agreement. In addition, a new member should usually not have any right to income from recordings created before the new member was admitted.
Leaving Member: The agreement can provide for voluntarily or involuntarily (death, disability, being expelled) leaving the band. It should specify what will constitute grounds to expel someone from the group. One possible provision could be that any member who leaves must give 30 days notice and that written notice will be given to any expelled partner. It should also provide what a leaving member is entitled to: share of net worth, royalties, etc.
Binding Arbitration: Providing for binding arbitration of disputes is usually a good idea. You will often have a quicker and less expensive resolution of your dispute. You could also provide for mediation (informal settlement conference with a retired judge) before an arbitration to try and settle without the costs of a binding arbitration.
General Provisions: There are a number of typical provisions included in a band partnership agreement. These include: California law applies to any disputes; email signatures on the band partnership agreement is sufficient; the agreement shall be binding on each member’s successors-in-interest, and if one provision of the partnership agreement is held invalid by an arbitrator or court, the remaining provisions shall remain in effect.
Finally, each band member should have an independent attorney represent him or her with regard to the partnership agreement and each band member should receive a copy of it.
[Reprinted with permission]
ABOUT GLENN T. LITWAK
Glenn T. Litwak is a veteran music and entertainment attorney based in Santa Monica, CA. He has written numerous magazine articles about the music biz. Litwak is also a frequent speaker at music industry conferences around the country, such as SXSW and the Billboard Music in Film and TV Conference or check out his website at www.glennlitwak.com
For more information on IAMA (International Acoustic Music Awards), go to:
5 Things I’ve Learned About Having a Career in Music
by Edgar Winter
Rock icon Edgar Winter has been part of the musical landscape since his first album, Entrance, was released in 1970. Four-and-a-half decades later, he is still recording and touring, thrilling audiences with his multi-instrumental proficiency, his searing, yet soulful vocals, and a catalog of hits. When asked for five things he has learned about having a career in the business, he quickly offered five off-the-cuff tips: “Always get paid before the show. Never leave your wallet in the dressing room. Don’t do interviews. Dress like a rock star. Never listen to anyone’s advice, especially mine!” But then he issued five more elaborate responses
Listen to all the greats, regardless of genre. There’s so much great music across rock, blues, classical, jazz, and country, and you should go back and find the early originators/innovators in each style. I feel we stand on the shoulders of the giants who came before us: My most profound single influence was Ray Charles. I would not be the musician I am today without absorbing and then personalizing his music. But I did that with a lot of musicians across the spectrum. Stay open to it all!
Always look for the best musicians possible. Playing with musicians who are better than you will teach you more, and inspire you to be your best. Conversely, try not to play with musicians who will lead you to develop bad habits. A drummer may have tons of chops and be exciting to play with, but if they don’t have good time it may have a negative influence on your own playing. I’d rather work with a simpler drummer whose time is rock-solid, with a deep groove.
Even though I’ve been playing my songs for a long time now, I try to keep it fresh every night and treat it like it’s the first time. And I leave room for fresh interplay with the band, and to try out new ideas. Before I hit the stage every night I think, “What if this is the last gig I’ll play?” And I commit to give it my all; being able to play for an audience is a gift that I never take for granted.
I’ve heard so many stories from people who regret musical and business decisions they made based on advice from people in power within the industry. Your career is going to be defined by your decisions; think long and hard about the path you take. Make sure it’s something you’ll be comfortable with for the rest of your life. Remember that music is an art form first, and then a business. I don’t define success in the music business as being famous, or making a lot of money. For me the goal is to become as good a musician as I could be, and to look back on what I have done and be happy.
If you love what you’re doing people will sense it. Stay humble: no matter how good you get, there will be somebody out there that will astound you. Be able to accept and be inspired by that. Be grateful for what you have. For me, making music is very rewarding in and of itself. So follow your dream, play the music you truly love, and never give up. You’ll never hear Edgar Winter talking about a farewell tour!
(Reprinted by permission from Keyboard Magazine)
Edgar Winter is working on three new projects: a Broadway musical about Frankenstein’s monster, a book of poetry called The Songs That Never Were, and a series of fantasy short stories called Stories from the Shadowland. And he continues to rock out on the road. Keep up with all his activities at edgarwinter.com.
For more information on IAMA (International Acoustic Music Awards), go to:
IAMA Winner Wins Grammy Award, takes the Music World by Storm
by Jessica Brandon
Meghan Trainor who started out as an unknown indie artist, won IAMA (International Acoustic Music Awards) as a 16 year old, just won Grammy award last night for Best New Artist. She has broken a staggering number of records of IAMA: youngest to win IAMA (at 16), the only IAMA winner to have to hit #1 on the Billboard Hot 100 Charts, #1 on the Billboard 200 Charts, and main category Grammy award of Best New Artist. Her hit “All About That Bass” is one of the best-selling single of all time by a debut artist, hitting #1 in 58 different countries (US, UK, etc) and selling over 15 million copies.
This shows you that anything can happen as an indie artist. When Meghan first won IAMA 6 years ago, IAMA entrants laughed when she won. But when she got signed and chalk up one hit after another, they were shocked. She has a total of 6 songs that have hit the Billboard Hot 100 Charts so far and shows no signs of slowing down (Watch her Grammy Acceptance Speech Below).
Meghan Trainor couldn’t hold back her tears While accepting Best New Artist Award, weeping through her acceptance speech. Past Best New Artists winners include: John Legend, Carrie Underwood, Sam Smith and Mariah Carey
“I have to thank L.A. Reid for looking at me as an artist instead of just a songwriter,” she said while accepting the award from presenter Sam Smith, who won the award last year. “And my mom and dad.”
Last year she was nominated for Record of the Year and Song of the Year (both for “All About That Bass”), but lost out on both.
“This is me forever balling my eyes out. Can’t believe what happened”, said Meghan. “My dad whispered “you made it” before I walked up and I lost it. I love my family so much. Without them I wouldn’t be here today. Thank you to my team and everyone who got me here. Gonna cry happy tears all night”, said the jubilant Meghan Trainor.
Besides winning the Grammy Award, Meghan has also won two Billboard Music Awards.
MEGHAN IS NOT THE ONLY IAMA WINNER
Meghan Trainor was not the only nominee of IAMA. Ron Korb (this year’s Best Instrumental Winner of the 12th Annual IAMA) was a nominee in the Best New Age Album category. Ricky Kej (this year’s Best Open Winner) won a Grammy Award at last year’s Grammy Awards.
For more information on IAMA (International Acoustic Music Awards), go to:
Big Success Secrets For Booking Gigs You Aren’t Using But Should
By Tom Stein, Professor, Professional Music Department, Berklee College of Music
You’ve gotten to the point where your music abilities are strong enough as a group to play out in front of an audience. You know that getting on stage will be the next necessary step to improving your act’s tightness. At this stage it is super-important to get the band playing live in order to generate enthusiasm and momentum. Getting a gig is the next logical move in your development as a band. Yet, because you have never done it, you don’t know how. It’s the old “Catch-22” conundrum: you need experience to get the gig, but you need a gig to get experience. What to do?
First, take a deep breath, and relax. Realize that every single person or band that is amazing at doing anything started out from the same place. For even the most incredible musicians, there was once a time that they couldn’t play their instrument at all. Just like you, they had to begin somewhere. You really have no choice other than to begin from exactly where you are. There are a number of things that have to happen before you actually take to the stage (I’ll list them a bit later in this article). You should first take an inventory to see where you are.
What are your band’s strong points and weak points? What do you hope to gain from playing a live show? Do you have all the equipment you will need? Do you have transportation for yourselves and your equipment? How far are you willing to travel? What do you estimate your expenses will be? These are logistical questions that will help give you some bearings on the type of gig most appropriate for you to go after. I would recommend that you write some things down, and create some useful lists or diagrams.
There are other important considerations. For example, what style of music do you play? How many songs or sets can you perform? Is your music primarily for listening, dancing, or background? Have you created a digital footprint for your music that will allow you to publicize your gig properly, ensuring that an audience will come? Or will you seek a gig at a venue with a built in audience, like a festival? Should you get paid?
I recommend that you make your approach as professional as possible. If you have prepared your logistical plan and know what type of audience you are trying to reach, you will be prepared to speak confidently and knowledgeably about all aspects of your intended performance with prospective venues, clubs, clients or festival directors. If they see that you are well prepared, they are more likely to give you a chance. It is important that you can tell them about what you do in a cohesive way, speaking articulately about why an audience will enjoy your music, why it is in their interest to hire you, and what’s in it for them. Try as best as possible to think from their point of view. With your speech you can paint a picture for them of the opportunity you are offering them, either to make money, enhance their reputation, or just have a lot of fun. Don’t be arrogant about it; just state the facts, and do your best to sell your band, keeping their interests in mind.
While you are preparing to sell your band, you will need to do some research into the opportunities that exist. If you know musicians who are playing out already, ask them where the best places are to play. Check listings in local entertainment guides, and go check out some bands. Hang around the venues as a customer to get a feel for what is going on. Talk to the managers and staff to find out who is responsible for booking. Try to figure out what will fit best in each venue and be prepared to offer that with a strong conviction that you can provide what the venue needs. When you do get in contact with the responsible party, present yourself in a businesslike manner. Dress the part. Shake hands, look people in the eye, and speak with confidence about your music. This usually takes a little practice.
Don’t be discouraged if you get rejected. Failure is an opportunity to start over more intelligently. Analyze what happened and make adjustments to your pitch for the next prospect. Observe how other musicians sell themselves if you are able to. Understand that adversity makes you stronger, and just keep at it, no matter what. Even if you fail a hundred times, you might very well book a gig on the 101st time!
At some risk of oversimplification, we can explain the steps of getting to a gig onstage into a few stages. Using terms relative to the music business, there is: preparation, sourcing, pitching (selling), negotiating, agreement, performance, and follow through. The preparation stage involves taking inventory as described above, plus getting the music tightly arranged and well rehearsed. It might be wise to create some sharp promotional materials. Sourcing means figuring out the places you want to play, doing your homework on them and getting in contact with the person doing the booking.
Pitching your music is talking about what you do, as previously described. You have to sell yourself, your band and your music; you do this by using words intelligently and enthusiastically. You will learn to talk about your music in such a way as to give those listening confidence in your abilities and talent. Closing an agreement usually requires executing some sort of contract, whether verbal or written. Sometimes this is called an “event confirmation”, or similar. The agreement exists to protect both sides through stipulating responsibilities and rights, and clarifying terms. To get to an agreement, a negotiation must first take place. Negotiating is an art form, and is a necessary part of human commerce and transaction.
Performing is where you deliver the goods as promised. If you do this well, you will find that each gig leads to more gigs. People like what they see and hear, tell others about you, and your reputation grows. Of course, if you mess this part up, you won’t last long in the business. So it pays to pay attention to all the details, and do your best to do a fantastic job that everyone will rave about. You are only as good as your last performance.
Follow-through is the last step, and often neglected by musicians. After the gig, you should always contact the venue and booking person to thank them and make sure they were happy. Listen carefully to what they tell you. Any complaints or suggestions for improvement should be taken to heart as they are giving you a chance to better yourself. You can ask them for future gigs and for referrals.
As you begin to see, there is more work to getting gigs than might at first meet the eye. Especially in the beginning, it can be tough to get momentum with booking gigs. It can feel a little like pushing a boulder uphill. The rewards can be tremendous, however. There is nothing like the electricity that happens between a good band and an audience, and the energizing effect it can have on a band. Playing live shows can also be frustrating, such as when an audience doesn’t respond. It is always a learning experience, in any case, and always worth doing.
-Tom Stein is a visionary musical entrepreneur, music producer, artist development consultant, arranger, bandleader and performer on electric bass, voice and guitar. He is also a professional educator; he teaches at Berklee College of Music in Boston, Massachusetts and is the founder of Music Connectivity, a cultural diplomacy firm. www.tomstein.com
For more information on the 12th Annual IAMA (International Acoustic Music Awards), please go to: http://www.inacoustic.com
by Kate Beaudoin & Jessica Brandon
How did Meghan Trainor do it? It’s been a year since pop singer Meghan Trainor hit #1 on the Billboard Hot 100 Charts with, “All About That Bass.” Within the year of the video’s release, it racked up an impressive 1 Billion views on YouTube. Before long, the single hit No. 1 on the Billboard Hot 100, where it stayed for nine weeks (also hit #1 in 58 different countries) and helped Trainor’s debut album, Title, debut No.1 on the Billboard 200 charts. The media has written that Trainor came from nowhere, but did you know she was discovered in IAMA (International Acoustic Music Awards) in 2009 and won Best Female Artist with an acoustic song “Waterfalls”? And she became one of the most-talked-about artists of the year. And she did it all on the mantel of empowerment — at least, that’s what she’d have you believe.
“All About That Bass” was so successful in large part due to the idea that it was the new feminist anthem; after all, 2014 was the year of the booty and empowerment was in. But to those who read between the lines of Trainor’s clever marketing ploy, it’s clear as day that “All About That Bass” is as far from a feminist anthem as they come. Trainor’s problematic stance extends far beyond that single. By simultaneously claiming a feminist mantle and advocating an anti-feminist agenda, Trainor has become a threat to all the gains that pop music has made in feminism recently.
What the lyrics are really saying. The messages in Trainor’s songs are often ostensibly about encouraging healthy self-confidence. “I hope [‘All About That Bass’] helps girls love themselves more, because they’re adorable. Women too,” Trainor told Glamour. The issue, however, is that those supposedly empowering lyrics encourage impressionable girls to be happy with themselves only when men deem them acceptable. People criticized “All About That Bass” for its skinny-shaming, but even more concerning is that Trainor claims your worth comes from what men think of you.
“Boys like a little more booty to hold at night,” Trainor sings, explaining why it’s OK not to be a “skinny bitch.” It’s OK not to be a “skinny bitch,” but only because some boys prefer you that way.
The crown jewel of Trainor’s anti-feminism is easily “Dear Future Husband.” When the video for “Dear Future Husband” hit YouTube in March, many rightly claimed that her message was sexist. Trainor’s lyrics advocate outdated gender roles (“Cause if you’ll treat me right / I’ll be the perfect wife / Buying groceries”), seeking self-worth based on men’s opinions (“If you wanna get that special lovin’ / Tell me I’m beautiful each and every night”) and, of course, confirming the idea that all women are crazy, emotional creatures (“You gotta know how to treat me like a lady / Even when I’m acting crazy”). But those who defended Trainor claimed that it was just a song and shouldn’t be taken so seriously.
“I don’t believe I was [being sexist],” she told MTV. “I think I was just writing my song to my future husband out there, wherever he is. He’s chilling right now, taking a minute getting ready for me; it’s going to be great.”
He’s getting ready — doing crunches and 200 pound dead lifts so he’s ready to be strong enough to impress Trainor!
For more information on the 12th Annual IAMA (International Acoustic Music Awards), go to: http://www.inacoustic.com