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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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7 Ways to Improve Your Music Recordings

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7 Ways to Improve Your Music Recordings

by Jessica Brandon

Today, I’d like to give you 7 ways to help you meet your music recordings and help you grow yourself as a music artist.

  1. Get focused on your target goals
Recording Guitar

Recording Guitar

A lot of musicians/music artists waste a ton of money on demos/recordings because they haven’t spent enough time choosing the right sound for their music act. Get clear about who you yourself as a music artist/band and who your audience is. Once you do this, you’ll cut your waste to zero and start getting maximum results from all your music.

 

  1. Fine tune your Unique Sound.

If you are still comparing and competing with other music artists, then your Sound needs work. We get comment from music artists describing themselves “I sound just like Ani DiFranco, but better”, or “I sound like the band “Kings of Leon, but more acoustic sounding”. Create a sound that makes your music the clear and only choice for your audience.

 

  1. Co-write your songs with another Songwriter, or Producer.

When you have run of ideas, you may want to co-writer with another songwriter or producer who may bring other ideas to the table to help you with your next song.

 

  1. Get into a Professional Studio to Record, Arrange or Remix.

Are you tired of your homemade recordings, sound and need fresh ideas? You may need to look for a professional recording studio and seek a music producer (with whom the recordings that the bands you recorded you respect).

 

  1. Test, Test and Test.

If you have a regular gig at a club (or try out at an Open Mic event), you may try performing your song and see what kind of reaction from the audience you get. If it doesn’t work, you can always tweek the lyrics and chord progressions when you get home.

 

  1. Get better at Songwriting.

Competition for attention of you and your songs are at an all time high. Too many music acts are sloppy and don’t give enough care to creating good, relevant, compelling songs —consistently. Learn the fundamentals of crafting compelling songs and resist the temptation to just whip something up and get it out. Poor songwriting will alienate your audience—sometimes permanently. While a consistent compelling songs will get them wanting you more.

 

  1. Record Your Music/Song Ideas As You Go Along.

You might be surprised how many of your great music and song ideas have “gone missing”.  Record your ideas on your smart phone or voice recorder as you go through your day. Just a one line change, a lyric change, a chord change may dramatically improve your song and go from good to great!

 

Doing one of these things will improve your recordings. Doing all of them could make a tremendous impact. Pick one or two to start and once you’ve implemented them; move on to another one (or two) on the list.

 

To enter the IAMA (International Acoustic Music Awards), go to:

http://www.inacoustic.com

 

 

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IAMA Winner Wins Grammy Award, takes the Music World by Storm

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IAMA Winner Wins Grammy Award, takes the Music World by Storm
by Jessica Brandon

Meghan Trainor, IAMA winner accepting a Grammy Award for Best New Artist

Meghan Trainor, IAMA winner accepting a Grammy Award for Best New Artist

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:
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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Top 7 Essentials For Setting Up a Home Recording Studio

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Top 7 Essentials For Setting Up a Home Recording Studio

by Jessica Brandon & Jake Weston

How to set up a Home Recording Studio on a budget

How to set up a Home Recording Studio on a budget

Are you a musician looking to record at home on a budget? You will need recording equipment. What type of music gear you will need to get started will vary based on the type of recording you plan to do from home. For example, if you only plan to record demos and rough tracks, you will need less equipment than if you were trying to record radio ready tracks. Another thought is how much you plan to record at one time, one or two tracks and adding vocals in layers requires less equipment than if you plan to do more than two tracks or recording a full band.

  1. Computer

The computer is the biggest expenditure by far and most important thing you will need. If you are a Mac user, and you are on a budget, go with a Mac Mini or Macbook Pro. If you are a PC user and you are on a budget, go with an HP computer.

  1. DAW/Audio Interface Combination

The DAW (Digital Audio Workstation) is the software used to record, edit, and mix music on your computer. The Audio Interface is the hardware used to connect your computer with the rest of your music gear. Presonus Studio One is a entry-level budget recommended gear. Other budget conscious interface include: Avid Fast Track or Focusrite Scarlett 2i2 (around $200).

Most computers nowadays come with some basic form of recording software, but that isn’t going to be quite enough for those wishing to make some money from recording. Rather than spending money on professional recording software many professionals use Audacity, which is available to download for free. Audacity has an amazing array of features and capabilities for the price, which, as I mentioned in case you missed it, is FREE. I would also suggest adding a program called Reaper for $60 (unless and until you start making 10-20 thousand clams a year using it. Then you are asked to spring for the commercial license for $220).

  1. Microphone (or microphones)
Lewitt Microphone

Lewitt Microphone

To start out – especially if you have a very small budget – I recommend the Shure SM57, which you may buy for just $99.00. I would recommend the Lewitt USB microphone if you have a higher budget. Again, if you’re planning to record a band, you’ll need more mics and a larger interface capable of recording several sources at once.

  1. Headphones

In the very beginning, all you really need is one. For beginners on a tight budget, there’s no safer bet than the AKG K240.

  1. Studio Monitors

For beginners on a tight budget, there’s no safer bet than the KRK Rokit 5 G3

If your mixing room is a bedroom, as it is for most home recordists, just know that what you hear is already mangled in several ways. You can improve that situation, if you have really good speakers, but it isn’t easy.

  1. XLR Cables

This is another thing you need for recording studio accessories – XLR Cable

One day, your studio will have a TONS of different cables…

But for now, you only need 3:

~1 long XLR cable for your mic, and…

~2 short ones for your monitors

  1. A Mic Stand

While many beginners assume that all mic stands are the same. The truth is that a solid mic stand is one of the most worthwhile investments a new home studio can make.

 

So, in order to outfit yourself with the basic home recording studio equipment, you’ll need the following:

~Computer

~Digital Work Station (DAW) Software/Audio Interface Combo

~Microphone

~Studio Monitors

~One Set of Headphones

~A Few Cables

~One Mic Stand

 

No matter what equipment you purchase the most important thing to remember is that knowledge of the key audio fundamentals is far more useful than expensive equipment. If you lack basic knowledge you will always end up with poor sounding audio, no matter how expensive the equipment is. Remember this mantra: knowledge trumps gear. There are many people making crappy recordings every day with really expensive gear. But if you have some basic knowledge, you can make great recordings with very modest equipment. Therefore, never let an employee talk you into the most expensive equipment in the store, in most cases the $50 USB microphone will provide you with the professional sounding results.

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

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