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The Art of the Deal- Collaboration Agreements - Page 2

© Kent Newsome

Simply stated, a Collaboration Agreement is a mini-partnership agreement. The partnership assets are the songs covered by the agreement. The songwriters are the partners and the agreement details how the expenses and income related to the songs will be shared. Sounds pretty simple because it is.

To begin with, the agreement should identify the songwriters and the name of the songs involved, usually referred to in the agreement as the Compositions. If one writer wrote the lyrics and the other wrote the music, the agreement should say so. This helps the parties divide the partnership assets in the event the partnership is dissolved. For example, the agreement could provide that if the Compositions have not been placed with a Publisher and/or recorded and commercially released within a stated period of time, either partner could elect to terminate the agreement, in which event the lyrics would revert back to the lyricist and the music would revert back to the composer. This provision helps keeps a partner's contribution viable in the event the other partner disappears. The remaining partner can simply terminate the agreement and recycle his or her work into another song. The agreement should also require that the Compositions be properly copyrighted, should set forth which partner will be responsible for filing the copyright forms and should provide for an equal division of the copyright expenses.

Probably the most important, and difficult, portion of the agreement is the part dealing with expenses incurred in the demoing and promotion of the song. Unless my co-writer and I are going to record a professional quality demo of the song ourselves, I like to provide up front for a demo budget to be shared by the partners. Without a quality demo, the song has little or no commercial potential. Other expenses should be subject to the mutual agreement of the parties. If one partner wants to make reasonable expenditures and the other partner is unwilling to share the costs, the agreement should provide that the partner who spends money will receive at least twice the sums expended out of any income generated by the song before the usual equal sharing takes effect. This arrangement encourages the promotion of the song.

The agreement should also set forth the parties' understanding with regard to mechanical license agreements and publishing contracts. Typically, the partners should agree to execute mechanical license agreements for any major or recognized independent label recording. Vanity records and micro-label deals should be subject to the parties' mutual agreement. If I have a song I really believe in, I don't want it on a vanity record right out of the chute. On the other hand, if I have questions about its commercial appeal, I would probably feel differently. The agreement should specify the royalties the partners expect, and should contain restrictions against the granting of certain additional rights, such as the quid pro quo granting of songwriting credit to a non-recognized artist. The agreement should also set forth the parties' expectations with regard to Publishing Contracts, taking into account the writers' publishing companies, if any. Anybody with an AOL account can call themselves a music publisher and it is important not to tie a good song up with a fly by night publishing company.

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