1. A Review and Practical Insight into Music Contracts On 25 th January 2016 At JMU Liverpool Michael Sandys (Partner) Guy Williams Layton Solicitors

2. (1) Synchronisation Licence Agreement Non-exclusive licence to use COPYRIGHT WORK Define - Media (Film/Advert/Internet - Programme/transmissions/broadcasts - Extract (excerpt/positioning) Payment/Royalty Integrity/Paternity Rights - not to alter/re-arrange/diminish value - acknowledge author/© owner

3. (2) Group Management Agreement (1) Appointment (territory/term) Advances to Artist → Loan (expenses/PR/Staff/Services) Management Services - Collect Income - Take legal action - arrange publications/PR merchandising/concerts Options - extend term (at his “discretion”) Artist’s Undertakings (heavier obligations on them) = CONTROL -Guilds/passports and visas -PR control -Appearance/health/reputation of the Manager/whereabouts -Profession Name

4. (2) Group Management Agreement (2) 5.21 The Indemnity GROUP PROVISIONS - “belt and braces” - no change in membership (6.3) - relinquish all rights (6.4) - division of profits (6.5) PROFITS AND GROSS INCOME - deductions at source (8.1) - statement of Account (9.1) and certification (9.2) (lack of independence)

5. (2) Group Management Agreement (3) Management Activities – “a free rein” (10) Consents (11.1) – i.e. Synch licence; merchandising etc Suspension – withdrawal of services - erratic behaviour, ill-health, drugs (12.3) - subjective test re: Quality of the Artist (12.4) - penalty (13.3) – non payment to the Artist Termination - manager retains rights (15.2)

6. (3) Recording Contract (1) 360 Deal – Comprehensive (i)Advances in exchange for increased revenue streams (ii)Support & PR e.g. publishing, live performance ultimate control of the ARTIST (MOTOWN) Recording Contract – Record Label (typical) sale and promotion of material © owned in the records/master copies by the Label Distribution- Label is licensed to sell the record for a period of time - © owned by ARTIST/MANAGER

7. (3) Recording Contract (2) Minimum Recording Commitment (1.3) Grant of Licence and an Assignment (2) TERM = critical (3) Restrictions on the ARTIST (5) ROYALTIES % (8) and (10) RECORDING COSTS (12) PR (14) LEAVING PROVISIONS (18)

8. (4) Dispute Resolution (when it goes wrong) Escalation clause Mediation Arbitration/Expert Determination Insurance BTE/ATE -MANAGER V ARTISTARTIST V RECORDING STUDIO -COPYRIGHT OWNER V LICENSEEARTIST V ARTIST

9. (5) DRAFTING A CONTRACT CLARITY – definitions/express terms Avoid ambiguous/vague wording Revisions and Amendments TAKE LEGAL ADVICE

10. (6) OTHER I.P. TRADE MARKS – Logo, brands and names DOMAINS IMAGE RIGHTS – Merchandising/Tax incentives TRADE SECRETS

11. CONTACT DETAILS Michael Sandys Guy Williams Layton Solicitors 11/13 Victoria Street Liverpool L2 5QQ Tel: 0151 236 7171 D/D: 0151 242 5995 Email: mls@gwq.co.ukmls@gwq.co.uk www.gwlsol.co.uk