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The Importance of Creating An Internal Band Contract

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The Importance of Creating An Internal Band Contract

by Wallace Collins

 

 

Andy Hill & Renee SafierOver the years there have been many lawsuits between and among the members of various musical bands. These lawsuits have concerned everything from disputes over the distribution of money to the right of departing members to use (or not to use) the band name in connection with ongoing endeavors. In most cases, it would have been better to be safe than sorry, and get the understandings of the band members in writing when everyone was in agreement just so all the parties remember what they agreed to at the start.

The internal group member contract between the members of a band is fundamentally important, but many musical groups ignore this crucial early step. When two or more people associate for the purpose doing business they create a partnership in the eyes of the law. General partnership law applies to the association unless a written agreement states otherwise. General partnership law provides, among other things, that all partners equally own partnership property and share in profits and losses, that any partner can contractually bind the partnership and that each partner is fully liable for the debts of the partnership. In the case of most musical groups, a written agreement setting forth the arrangement between and among the group members as partners is preferable to general partnership law.

A band agreement can address issues such as who owns the group name (and whether and in what capacity a leaving member can use the group name), who owns what property (including not only sound equipment but intangible property such as recording agreements and intellectual property such as the songs and the recordings created by the group), and how profits and losses are divided. Since it almost goes without saying that members of a band inevitably leave and groups inevitably disband, it is important to structure an inter-band agreement in the early stages of a career. It will function in a sense like a prenuptial agreement when matters start to disintegrate, and it can make the break-up process less painful.

Some bands may deal with this agreement among themselves and some bands may have a lawyer prepare a basic inter-band agreement. If it is a fairly equal partnership where all members are writing and performing and sharing equally, it is a fairly simple process. However, where some members are songwriters and others are not and/or where one member claims ownership in the name or another makes significantly larger financial contributions than the others, it can become a complicated process. If the band cannot work it out among themselves, they can either sign a conflict waiver permitting the one attorney to act solely as scribe (and not as advisor) on behalf of the group, or each member of the group may need to get his or her own lawyer to protect each respective member’s interests. Like it or not, as artistic and creative as forming a band can be, this is a business and it is wise to recognize that and deal with it. These inter-band issues are better dealt with at the beginning when everyone is optimistic and excited rather than later when tempers flare and bitterness pervades as egos clash.

A typical band contract will address certain fundamental group issues. One important issue is who owns the group name if one member leaves or if a group dissolves which group of members are entitled to use the name. Under partnership law the partners would be the joint owners of the name and any member would probably be permitted to use the name (or maybe no members would be allowed to use the name once the partnership is deemed dissolved). Trademark rights are determined based on the “use” of a mark (not on who thought of the name) so each of the members of the group would be an equal co-owner of the group name under trademark law. The end result under either partnership law or trademark law might be impractical.

In most cases, the band agreement will state that if a particular founding member was the creator of the group name then only a group comprised of that member and at least one other member can use the name. This will apply whether one other member leaves or if the group disbands and only the founding member and one other reform the group. There are as many different ways this provision can be drafted as there are different group names.  When a group member leaves, the remaining members are going to want to keep the group name and are not going to want the leaving member to dilute its value or confuse the public by using it in any way. The band agreement provision may say that a leaving member cannot use the name at all or that the leaving member can only mention that he was “formerly” a member of the group (provided that such credit is printed smaller than the member’s name or his new group’s name, etc.).

Rights in the group name may also concern revenues generated in addition to rights, specifically as they concern the sale of merchandise (e.g., hats, t-shirts, calendars and other products and paraphernalia). The band agreement should have a “Buy-Out/Pay Out” provision which would deal with this financial aspect of the group name.

The band agreement will need to contain provisions regarding the sharing of profits and losses. One provision may pertain to revenues earned during the term while each member is in the group and another may pertain after the departure of a member or the demise of the group. In most cases, a group just starting out will have a provision that all profits from the group are shared equally between all members with an exclusion for songwriting monies (which each of the respective songwriter members would keep for themselves). Where an established group adds new members the provision may provide that a new member gets a smaller percentage than the founding members.

However, in most cases, during the term there is not a problem determining appropriate revenue shares. The more complicated problem of revenue division arises after a member departs. The agreement may provide that the leaving member is entitled to his full partnership share of profits earned during his tenure but a reduced percentage (or no percentage) of profits derived from activities after his departure – or the agreement may provide for a reduced percentage for a short period of time after departure (e.g., 90 days) and then nothing thereafter. This is an easier issue to remedy as it relates to live performances and sales of merchandise during those performances than it is as it relates to record royalties. The group needs to determine what happens, for example, when a group member performs on 3 albums but leaves before the fourth album is recorded. Although it might be acceptable to refuse to pay the leaving member any royalties on the fourth and future albums recorded by the group under the record contract the leaving member signed as part of the group, it might not be fair to refuse to pay that leaving member his share of royalties from the 3 albums that he did record with the band. Of course, this might vary in the agreement depending on whether the leaving member quit or was fired.

Another important financial issue is the question of the leaving member’s share of partnership property such as band recording equipment or a group sound system. Again, the agreement might specify a monetary payout to the leaving member if he is terminated but forfeiture if the leaving member quits. If merchandise with the leaving members name and likeness still in inventory is sold after the member leaves, a decision will have to be made about whether and how much the departed member might receive for the use of his name and likeness.

The issue of control is also very important to deal with in inter-band contract. In most cases, each member will have an equal vote and a majority will rule. However, there are as many variations as there are bands. For example, some acts might require unanimous agreement or an important member may have two (2) votes and/or the band’s manager may have a tie-breaking vote. The agreement may also provide that certain matters such as requiring financial contributions from group members or incurring debts on behalf of the band require a unanimous vote. Again, there are endless variations including situations where a particular member makes all of the decisions or where new members do not have a vote on band business. One interesting inter-band arrangement was that of The Beatles.  In answer to that age-old question, “no”, Ringo did not get less. In fact, my understanding of their arrangement was that it was what might be called a reverse democracy: each member had one vote but if any member voted against doing something then the band would not do it. In other words, their arrangement required unanimous consent to proceed with an activity.

Another issue of control that must be decided for the band agreement concerns the hiring and firing of band members: how votes are calculated (e.g., will each member get one vote or will a particular member’s vote count double) and how many votes are needed (e.g., a majority or a unanimous vote) to fire a group member and/or hire a new member. In most cases, a new member voted into the group will then be required to sign on to the internal group contract. It must also be decided how to vote on any amendments to the band agreement since this may materially effect the relationship between the members after the group has started. In most cases, a majority vote will be deemed determinative but some members may prefer a unanimous vote on such things as amending the agreement (as well as hiring or firing). This will have to be decided between and among the members of the group.

Finally, the group’s internal agreement should contain a comprehensive Buy-out/Pay-out provision that deals with departing members. In most cases, whether the leaving member quits or is fired the agreement will provide that the leaving member waives all rights in the intangible assets of the partnership (e.g., the group name, the group contracts, etc.). If the member quits, he might waive any right to and benefit derived from the hard assets such as band sound equipment. If the leaving member is fired, the agreement might provide that he or she is entitled to the pro rata percentage of the current value of the hard assets. With respect to this payout, the band agreement may provide that if the valuation exceeds a certain amount (e.g., $25,000.00) or would put the band partnership in financial distress, the payout would be in a certain number of equal monthly installments (e.g., over 12 months).

Again, this Buy-out/Pay-out provision can be as simple or as complicated as the band members deem necessary. There are as many variations in this as there are differences in personalities between the members of a group. Each member and each group must find its own balance.

Inter-band issues and disputes are many and varied. Recently, a member of the Eagles sued the remaining members saying he was forced out of the Eagles’ corporation by the other shareholders (and invoked provisions of the California corporate law pertaining to minority shareholders in close corporations). Years ago an ex-member of The Black Crowes sued his former band mates claiming that he was entitled to an equal share of all the money they made after they threw him out of the band. His contract claim was based on nothing more than a pie chart drawn on a napkin. Legend has it that, years before while eating at a dinner after a band rehearsal, each member had signed his name on his slice of the “pie” drawn on the napkin allegedly agreeing that they would stay together and share all of the money equally come what may. Of course, when circumstances changed the fired member used that napkin to assert his rights.

It is difficult to form a good band and to achieve a successful career in the music business. Any group of two or more musicians working together would be well-advised to create and sign a good Internal Band Contract so that the band does not later self-destruct over money and ego issues and forfeit its hard-earned career success. In a perfect world, each member could afford its own lawyer to quickly and inexpensively prepare and sign such an agreement. In the real world, that may not be the case. In any event, some kind of basic band agreement is a good starting point for any new band.

 

Wallace Collins is a New York lawyer specializing in entertainment, copyright, trademark and internet law. He was a recording artist for Epic Records before attending Fordham Law School. Tel:(212) 661-3656 / www.wallacecollins.com

 

For more information on entering IAMA (International Acoustic Music Awards), go to: http://www.inacoustic.com

 

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IAMA Finalists Nominated for Grammy Awards

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IAMA is extremely proud to announce that our winner Meghan Trainor and finalist Ron Korb have just been nominated at the prestigious Grammy Awards.

Meghan Trainor, singer-songwriter

Meghan Trainor, singer-songwriter

Meghan Trainor is nominated for Best New Artist. With her debut single “All About That Bass” staying #1 for 9 weeks, it is also the second biggest debut single of all time by a debut artist. She has a total of 6 Hits on the Billboard Hot 100 Charts: All About That Bass (#1 for 9 weeks), Lips Are Movin (#4 on Hot 100), Like I’m Gonna Lose You (#8, a duet with R&b/Pop star John Legend), Dear Future Husband (#16), Marvin Gaye (#21, duet with Charlie Puth), Title (#100, even though it is not released as a single).

Most music industry people laughed when Meghan entered and won Best Female Artist in 2010. But, when she hit #1 on the Billboard Hot 100 charts, heard her Multi-Platinum selling song on the radio, they were left completely stunned and speechless. The entrants of IAMA (International Acoustic Music Awards) were surprised and even angry when a 16 year old girl won 5 years ago, completely unaware of the incredible success she was going to achieve. Her song “All About The Bass” has sold over 5 million copies and reached #1 in 58 different countries. The video has garnered over 1 Billion views on YouTube (at press time).

Meghan Trainor has continued to shock the entrants, winners, judges of IAMA (International Acoustic Music Awards) and now the music world.

Ron Krob, Canadian flutist and composer, IAMA finalist, nominated for a Grammy for "Best New Age Album"

Ron Krob, Canadian flutist and composer, IAMA finalist, nominated for a Grammy for “Best New Age Album”

Ron Korb is nominated for Best New Age Album in the Grammy awards. He was a finalist in the 2010 and 2012 IAMA (International Acoustic Music Awards). He is a unique flute player and plays both the chinese and western flute styles. His music is an electrifying blend of Eastern and Western music.

Ron Korb is a Canadian flutist(flautist), composer, songwriter, and record producer, from Toronto, Ontario, Canada.

Ron Korb started on the recorder in grade school and later joined an Irish fife and drum band in his teens. While attending the Royal Conservatory of Music in Toronto, he won several local music competitions.

ABOUT IAMA (International Acoustic Music Awards)

IAMA (International Acoustic Music Awards) promotes the art and artistry of acoustic music performance and artistry. In it’s 11 year, IAMA has a proven track record of winners going on to hit the Billboard Charts. 2nd Annual IAMA winner Zane Williams’s winning song was recorded by country music star Jason Michael Carroll, that song hit #14 on Billboard Country Charts and #99 on Billboard Hot 100 Charts. Jeff Gutt, finalist at the 9th Annual IAMA was a runner-up on X-Factor USA. For more information on 11th Annual IAMA (International Acoustic Music Awards), go to: http://www.inacoustic.com

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Musician Expert Advice: How Performance Calamities Can Help You Shine

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Musician Expert Advice: How Performance Calamities Can Help You Shine

by Teri Danz

How Performance Calamities Can Help A Musician Shine

How performance calamities can help a Musician shine

Every performer faces challenges, but it is how you deal with them that make the difference. From an audience perspective, performing can look easy when you’re skilled at it. What they don’t see is what every performer knows, and that is, it’s not. It takes practice, patience, training and experience to “look” like it is effortless (or for it to truly “be” effortless). Plus, a great performer develops a “can do” professional attitude to make the best of any situation and make it work in the moment.

Here are some tips that will help you make some sweet “lemonade” from any sour occurrence during a performance.

  1. Be enthusiastic. Enthusiasm is contagious. Many performers and bands have a difficult

time (and consequently a bad attitude) if the venue isn’t full, the sound isn’t great, etc. Your audience, no matter how big or small (even if it’s just the bar staff), wants to be engaged and like you. Pretend you’re in a huge arena (it’s good practice) and give them a reason to root for you.

  1. If you’re the front person/lead singer, you set the tone. The front person’s main job is to engage the audience (unless you’re Oasis’ Liam Gallagher—but that’s another story), communicate the song and command the stage. Of course, there are many more tasks (like sing well or dance!), but the band takes its cues from the lead singer in terms of energy and handling situations that arise. Hint: Don’t ever criticize or admonish your audience or audience members. This can go south quickly. It is better to ask someone ahead of time, like the club or a manager, to handle rude behavior or loud talking, etc.
  1. Be in the moment. Remember that music, in general, and singing, in particular, are “right now” propositions. Being present in the moment is key to making “lemonade” from challenging, difficult and embarrassing situations.
  1. Not perfect, but genuine and real. Audiences want to see you—not you as “perfect”—but you as an artist they can relate to. How you get to a moving performance is by letting go of having to be great and perfect. This means that your training, technique and experience holds you through it and allows you to take your performance to the highest level.
  1. Stay in the song. The song is your emotional context—especially for singers. If you are truly in the song, that is your focus. Interruptions, technical difficulties, band difficulties, audience activities (coming in—going out) handled well are a passing thing. Handled badly, it only makes things worse. You are there to give your best performance, and the key to that is in the song. It is in that context only that the artist truly shines.
  1. Transform the moment. I saw U2 perform at the Oakland Coliseum back during their Joshua Tree tour, and I was sitting way in the back. I remember something happened to The Edge’s guitar, but Bono and the band never stopped. In fact, Bono engaged the audience by asking them to sing with him. The entire place rang with their voices. So huge, in fact, it became an experience (not just a performance). By accepting what happened and responding by embracing the audience, Bono and the band created something magical. In that moment, I knew I wanted to do that—move people through music.
  1. Embrace the audience as your friend. Talk in-between songs and introduce yourself to them. Be open and share your experience. If a mishap occurs—you trip or knock something over on stage, your guitarist breaks a string, etc.—it’s okay to motion or talk to the audience, crack a joke and so on. The audience is not your enemy.
  1. Go with the flow. This means take the whole experience as it comes. Here’s an example. My band once played a club that was having major technical difficulties as we arrived. We, and all the other acts, were delayed, having to wait for them to get it working and hope that the audience would wait, too. When we finally started setting up, our bassist told me that he needed to leave due to another gig. Talk about a curve ball! Playing without a bass player is not what I had envisioned and had no clue how to handle. I could have fought with him, insisted he stay or refused to pay him—but I didn’t. I thought, “Okay, if that’s the way we need to perform, so be it; we’ll make it work!” I offered to pay him and let him go. Remarkably, he decided to stay, and the set went great. Lemonade!
  1. Be professional and respectful. A professional attitude can make the difference between a huge scene and a small adjustment.  It’s okay to stand your ground on some things, if it makes a difference in your performance, but make sure you are calm and professional.
  1. See performing as an adventure. Performing is a choice and a gift. It always changes. With challenges come big rewards, if you can meet them with an open attitude. For inspiration, think of Prince’s performance in the pouring rain at the Super Bowl. He defied the “lemons,” rose to the occasion, and gave the performance of his life!

[Permission Reprint by Music Connection magazine]

TERI DANZ, Ed.M., is “America’s Vocal Coach” and a club hit recording artist. She specializes in pop vocal technique, performance coaching and vocal producing; with a focus on vocal resonance and technique, range and presentation. Named one of the Top Vocal Coaches in Backstage magazine (6-25-15), Danz was also a Backstage 2014 Reader’s Choice Finalist. Her writings include the book, Vocal Essentials For The Pop Singer: Take Your Singing from Good to Great (Hal Leonard Inc.), and articles for Electronic Musician,Music Connection, EQ, Roland and Boss Users Group Magazines, Guitar Player and many more. Danz also publishes The Singer’s Newsletter (free to subscribers) with monthly tips and sponsors, Casio, Sennheiser and The Modern Vocalist World. An accom- plished singer/songwriter, her act has PRO Endorsements by Sennheiser and Graph Tech. See teridanz.com.

For more information on the 12th Annual IAMA (International Acoustic Music Awards), go to: http://www.inacoustic.com

 

 

 

 

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Size does NOT matter: The REAL secret of great musicianship with Meghan Trainor

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by Kate Beaudoin & Jessica Brandon

Meghan Trainor, singer-songwriter

Meghan Trainor, singer-songwriter

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

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7 Ways to Improve Your Live Performances

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7 Ways to Improve Your Live Performances

by Bruce Wawrzyniak

IAMA Winners Downhill Bluegrass Band  performing live on stage

IAMA Winners Downhill Bluegrass Band performing live on stage

Booking the shows, playing the shows, promoting your live dates, keeping up your website and social media, and writing and rehearsing. These are all a regular part of the schedule that a singer/songwriter keeps. But where in there is time left – or where in there are you making time – to evaluate the end product?

You’ve got the songs written, and certainly those are the key. Not only because without songs to sing you’d be on stage in front of mic like a stand-up comedian, but, because you can be real good at booking yourself, but if the songs don’t move anyone, no one is going to attend all those shows you so successfully scheduled yourself for.

Here are some tips on making sure that once you step into the spotlight, the people stay – and listen.

  1. Arrange to have a couple of your live shows filmed. Yes, it’s great content for YouTube and/or your website, but more importantly, this is for your own internal review. You know how you sound on-stage, but do you know how you look? This doesn’t have to be a huge production or a new line item in your music budget. Even if you just put a camera on a tripod and leave it there, get some footage you can watch. I’m not a big advocate for video off of a smartphone, but to just have something for your own study, that will even suffice so you can see what the audience members are seeing.
  2. Don’t do your entire show sitting down. Singer/songwriters face enough stereotypes (see the aforementioned stand-up comedians). Don’t add to it by sitting on a stool for two whole hours. (Dare I say don’t even bring a stool at all?!) Stand up, move around, and give the audience a reason to not nod off or look down into their phones. If you don’t look interested, why would they want to give you their undivided attention?
  3. Be very strategic about your set list. I’m amazed at people who tell me, “I don’t do a set list. I just play what I feel in the moment.” And thus they play four ballads in a row and start losing audience members to sadness or disinterest or fatigue. Mix up the ballads and the mid-tempo and the up-tempo songs. Plus, during the booking process, ensure that you can play all originals. If they want a mix of cover songs, have a good combination that will keep people interested when you start playing a song of yours that you want them to know.
  4. Be a good storyteller. There’s a huge difference between saying, “Here’s a song I wrote about my first car,” and painting a picture of what the make and model was along with the color, any defects, the reason it had meaning to you, and why it made enough of an impression on you to actually write a song about it. Imagine going to a songwriters festival and just playing your songs without any explanation or setup. The stories behind them would be noticeable by their absence.
  5. You don’t know what the audience members are each going through, good or bad. Hopefully you are playing shows where they’re paying to see you. That in itself should be a big reminder that they’ve made a conscious choice to hear you add to their celebration or help them with their current plight. There should be no cruise control setting in your act. Play every time like it’s your first show and your last show.
  6. Pick one table or audience section to play to and draw them in. Then move on to the next table or section. And so on. Don’t play just to the person or people right in the front. The guy at the back deserves to hear you just as much and he could very well end up being that “you never know who might be in the crowd” person.
  7. The devil is in the details, as they say. Practice good mic technique. Befriend the sound tech. Have your guitar in tune so you’re not adjusting on the fly during your very first song. Don’t close your eyes the whole time you’re singing. These are all a part of the equation that add up to a live performance you can be proud of at the end of the night.

As they say, wash, rinse, repeat. Use the above as a checklist and/or create a Live Show checklist so that you are ready each time you take the stage, and leave the audience members applauding and wondering when and where they can see you perform next.

————-

Bruce Wawrzyniak is the president of Tampa, Florida-based Now Hear This, Inc., which specializes in management, promotion, and booking for musicians. He is the host of the weekly show, “Now Hear This Entertainment,” which has gotten listeners in 80-plus countries around the world. He writes a weekly blog at www.NowHearThis.biz and is the author of “Bruce’s Bonus Book: A Collection of Tips for Up-And-Coming Entertainers.” He is a regular attendee of songwriters festivals and served as a speaker at a Young Songwriters Workshop in Nashville. Look for him as a panelist at a major music conference in the southeast later this year.

For more information on the 12th Annual IAMA (International Acoustic Music Awards), go to:

http://www.inacoustic.com

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