N. Definition of Gross Compensation.
1. Sample Provisions.
(a) "Gross Compensation" shall mean, without limitation, any and all forms of income, payments, consideration, compensation, sums, emoluments or any other thing of value, including salaries, advances, fees, royalties, bonuses, gifts, shares of receipts, stock and stock options, paid to you or applied for Artist's benefit directly or indirectly (i.e., any corporation, partnership, or other entity in which Artist has an interest), regardless of by whom procured, as a result of Artist's activities in and throughout the Entertainment Industry; provided, however, that Gross Compensation shall not include (i) any income Artist receives from passive investments, (ii) any monies received by Artist as reimbursement for "sound and light" expenses in connection with Artist=s live concert appearances, (iii) any actual bona fide recording costs paid to Artist or on Artist's behalf; (iv) all monies paid to Artist in connection with the production or exploitation of the phonograph record album entitled "_______________".
2. Discussion. As previously discussed, any income that may be received by the musician for which the musician does not want to pay a commission to the manager should be excluded from the definition of Gross Compensation. Excluded income should include income derived from non-entertainment sources, such as salaries for day jobs, investment income, etc. In addition, if the musician intends to pursue an acting career or other simultaneous career, compensation derived from these activities should also be excluded. Finally, if the musician is already established and has certain income producing assets within the music industry, such as prior records or an already planned tour, income derived from these activities may be excluded, and should be excluded to the extent the musician is paying commissions on such sums pursuant to prior management contracts or other arrangements.
O. Assignment.
1. Sample Provisions.
(a) Manager may not assign this Agreement, in whole or in part, without Artist's prior written consent, which consent may be granted or withheld in Artist's sole and absolute discretion.
2. Discussion. Given that the personal relationship between the manager and the artist is the most important aspect of the artist manager relationship, it is important that the manager be prevented from assigning the management contract to any other party without the artist's consent. In addition, if the manager works for a company (e.g., the management contract is signed with a company and not with an individual manager), it is also a good idea to have a "key person" provision in the management contract providing that if the individual manager responsible for the artist dies, becomes disabled or is no longer affiliated with the company and providing the services described in the management contract, the artist has the right to terminate the management contract upon written notice. Set forth below is a "key person" provision that I have used on numerous occasions:
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