Contract provision which grants to a party the rights to approve or disapprove some things to be performed under the contract terms. E.g. In record contracts, Artists generally seek an approval provision requiring that they must specifically approve any photographs or biographical information before it may be used.
A semi-informal procedure for resolving disputes without going through a formal lawsuit and trial. Non-judicial arbitration is voluntary, and may be provided for within a contract from which a dispute later arises. Judicial arbitration may be court-ordered to attempt resolution before trial. Arbitration may be binding or non-binding, and in binding arbitration the arbitrator's findings and award may later be converted into a court judgment.
Assignment of Right/Letter of Direction
Instruction specifying the manner in which all or part of an obligation is to be paid, and to whom. Generally a letter of direction is used to provide direct payments to a manager of other person contractually entitled to receive a portion of an artist's royalty payments.
Contract provision which allows for recovery of attorney's fees by the prevailing party in the event of a dispute between the parties.
Chain of Title
Succession of title ownership to property from one owner to the next, in unbroken line.
Choice of Law/Conflict of Law
Contract provision by which the parties stipulate as to which jurisdiction's laws will govern interpretation and enforcement of that contract or of other, specified issues.
Civil litigation is a legal dispute between two or more parties that seek money damages or specific performance rather than criminal sanctions.
Compulsory Mechanical Royalty Rate
9.1 cents, set by Congress
Controlled Composition Clause
Provision in recording contracts whereby the record label avoids or reduces its obligation to pay mechanical royalties on compositions controlled by the recording artist
Limited monopoly establishing the exclusive right of the creator of a work of literary or artistic nature to control the publication, copying distributation, performance, and display of that work. Copyright exists automatically from the moment that a work is first embodied in tangible form, although registration is necessary to allow for certain forms of judicial relief for infringement under copyright law. The specific rights protected by copyright are: (1) The right to reproduce copies of the work; (2) The right to distribute the work; (3) The right to control derivate works; (4) Public performance rights, and (5) Public display rights. Additionally, the right of "first use" with respect to the enumerated rights - that is, the right to withhold the work from publication, is inherent.
Contract provision peculiar to the entertainment industry and related fields which specifies the placement and manner in which a contracting party's name will appear on or in a final product or production.
In recording contracts, a provision which allows recoupment through withholding of additional monies from income sources other than the artist's earned royalties for a particular album.
Contract provision which specifies what notice must be given prior to claiming that a contract obligation has not been fully performed, and which allows a specified amount of time during which the other party may perform that obligation. Where a cure provision exists, the specified notice must be given, and the specified time must have elapsed without performance, in order to declare a material breach of contract.
Moral Rights. (1) as rights asserted by a person claiming to have made a creative contribution to a work without a contract and (2) as an author's right to preserve a work's artistic integrity by contesting unacceptable changes made to that work by another author
Duration of Copyright
Life of author + 70 years or Work for Hire: 120 years from creation or 95 years from date of publication
Contract provision which allows one of the parties to terminate his or her remaining obligations under the contract if and when certain specified conditions occur or fail to occur.
In a general partnership, each of the partners. In a limited partnership, the partner(s) actively involved in management of the business. Generally partners are personally liable for the obligations of the business in which they are partners. In this case, band members are general partners.
Heirs and Assigns
Contract clause establishing that the terms and conditions of the contract will be binding not only upon the parties, but upon their respective lawful successors.
Damages: a sum of money paid in compensation of loss or injury.
Type of judicial remedy in which one seeks not damages but rather a court order compelling or prohibiting certain actions by another.
Key Man Clause
Contract provision which allows artist to terminate contract with record company in the event that certain expressly-named employees of the label (e.g., a particular producer, A&R representative, or other person the artist believes is essential to his or her success) become unavailable to work with the artist, either by termination of their employment, or otherwise.
Liquidated Damages Clause
A sum of money agreed upon by both parties to a contract as being the exact sum (and no more) which will be satisfactory compensation in the event of a filure of performance.
Master Use License
Agreement permitting the use of a preexisting master recording. Such license conveys rights to use only the recording itself, and does not convey rights with respect to the musical composition or other copyrighted material embodied in the recording. Obtained from the record label.
Method for attempting informal resolution of a legal dispute through the active participation of a third party (the mediator) who acts as an impartial conduit between opposing parties, seeking to develop mutually-acceptable terms of compromise.
Contract provision which permits cancellation or suspension of the agreement, or which invokes penalties, in the event of conduct by a contracting party which is deemed to be contrary to good morals.
A breath of duty. Failure to exercise the due care toward others which a reasonable person understands and accepts as a common duty.
Portion of a contract defining the manner in which formal notice must be given by one party to another in order to be deemed effective.
Payment from Dollar One
Payment of a sum representing an entire obligation, leaving nothing owing.
Publicity Rights/Name and Likeness
Individual's right to control exploitation of personal identity. The "inherent right of every human being to control te commercial use of his or her identity." This bundle of rights includes the right to use (or to license others to use) certain aspects of one's individual personality, including (but not limited to) name, likeness, voice signature, and certain biographical information.
Contractual proscription which appears in recording contracts, preventing a recording artist form making a new recording of a composition recorded or released under a contract. Generally, the restriction applies for the longer of two stated periods: (a) a term of years from the original recording or release date; and (b) a term of years following termination of the original recording contract.
Reservation of Rights
Contract provision which states particular rights not being granted under the contract. The reservation may take the form of a specified statement of excluded rights, or as a blanket reservation of all rights not expressly granted within the contract, or as both.
Contract provision which provides for certain property or interests to be conveyed from one party to the other on the basis of some triggering event. The triggering event may be non-performance, or some specified period of time. In record contracts, the reversion clause is generally designed to allow the recording artist to obtain ownership of master recordings.
Right to Audit
Equitable right to inspect the financial books and records of a person or entity obliged to account for and disburse funds, to ascertain the accuracy of such accounting and payments.
Contract section which specifies the amount of royalty to be paid - either as a monetary amount (penny rate) or as a percentage of some stated or variable sum - as well as the frequency of such payments.
Contract provision which states that, if any portion of the contract is found to be invalid, unlawful, or contrary to public policy, the remainder of the contract shall nonetheless continue in full force and effect, without the invalidated (severed) provision. Or conversely, a severability provision may specify that the entire contract is to be voided if any portion - or if a particular, identified portion - is held invalid.
Executory contract provision setting forth continuing rights and obligations of parties with respect to each other after termination of the contract.
Negotiated license to use a composition as part of an audiovisual representation, such as a motion picture, music video, television program or commercial. This is the rights to composition, which is obtained from the publisher.
An assigned geographical or geopolitical location. In licensing, the license may be "worldwide" or limited to a particular territory.
Warranties and Representations
The section in a contract which lists certain key restrictions and covenants which the contract imposes on the parties, as well as for the indemnification provision by which the party making representations and warranties agrees to bear all costs and expenses which may arise should any of those representations or warranties prove to be less than 100% accurate