Contract Agreement Question

[drivenmg]

My jurisdiction is: Ohio

Just have a hopefully quick question. I am getting ready to 'officially' manage my 1st music artist and we are working on getting a signed agreement. I drew up a contract but there seems to be confusion on an issue:

Artist hereby engages Manager to be the sole and exclusive personal manager, representative and adviser, throughout the world, of Artist (and any company or corporation formed, owned or controlled, directly or indirectly, by Artist in proportion to Artist roles in aspects) in all facets of Artist's careers in the entertainment industry. Artist shall immediately advise Manager of all offers of employment and of all inquiries concerning Artist's careers.

the problem we are having is: ...any company or corporation formed, owned or controlled, directly or indirectly, by Artist

They don't want it in there and I'm thinking it is rather important specially if they were to form an LLC and end up performing ''under'' that company. This is why we 'both' agreed on adding:..by Artist in proportion to Artist roles in aspects.

I'm trying to let them know the importance of it staying in there from my POV while they don't want to be 'tide' down if they 'were' to start a LLC (such as a record company).

On a side note they want to change out the 'entertainment industry' to 'music industry' - i don't see a reason why NOT to change it, do you?

 

[dee_dub]

Drafting-wise, that clause does too many things, which probably contributes to the disagreement over it. You really ought to have a lawyer draft this up for you.

A few suggestions, if you're determined to DIY: What you want is to identify your role and who you perform it for; and revoke any power the artist has to do other things not managed by you. Unless, of course, that is disagreeable to the Artist. In which case you have a negotiation ahead of you. Let me ask you: do you think the Artist should have the right to form a record company not managed by you? Because it sounds like the Artist does. Why do you think you should manage the Artist's corporations and why does the Artist think you should not? Is "management" defined? Perhaps the services you provide in managing Artist are not germane to managing some of the corporations Artist may be associated with. If you can figure out what's really at stake, you can get a better handle on drafting something that takes care of everybody's concerns.

Try something like:

1) Artist hereby engages Manager to be his/her sole and exclusive personal manager, throughout the world, in all facets (I don't particularly like that word, but whatever) of Artist's careers (why plural?) in the entertainment industry.

2) Artist hereby engages Manager to manage any corporation etc. formed by Artist in proportion to Artist's roles in aspects in said corporation etc. (What if it's not an "artistic" corporation? Say Artist becomes a shoe manufacturer? I can understand why Artist might resist this clause. I have a problem with the "proportion/roles in aspects" language too - I don't know what "roles in aspects" means, and wonder whether this refers to ownership? Management? Creative direction?)

3) Artist may not form (own? participate in?...) any corporation etc. other than under the management of Manager in proportion to Artist's participation in said company. (If it's critical to Artist to have the option of forming his own record company, add: "subject to the following exceptions: a) owning and managing record company X, etc.".)

4) The bit about advising Manager of other offers - this is its own clause entirely.

 

[drivenmg]

Thanks for the quick response - TRULY appreciate it.

The point of disagreement was as mentioned previously is that what if they recorded, performed, and distributed under the LLC - would I be their manager?

The reason for "proportion/roles in aspects" language was because what if they performed with other musical artist - how would our agreement work then? Going from that point what if they decided to tour with the other musical artist - would I be responsible for managing since they were another artist?
-- does that make sense?

Here is an alternative version:

Artist hereby engages Manager to be the sole and exclusive personal manager, representative and advisor, throughout the world, of Artist (as an individual or business within himself) in all facets of Artist's careers in the music industry. Artist shall immediately advise Manager of all offers of employment and of all inquiries concerning Artist's careers

Would "...as an individual or business within himself..." have me covered in what I've mentioned?

 

[dee_dub]

You're still trying to do too much with too few words. And ick, "business within himself" is a bad phrase. You need to dumb down your language. And you still need to break that big clause out into separate components.

You ask, if Artist formed a LLC and performed under that banner, how would your agreement work then? You're putting the cart before the horse. The question you need to ask is, if the Artist formed an LLC and performed under that banner, how would you be involved? I think you and Artist need to have a frank discussion about that role. Don't draft the contract until you've got the terms established in principle. Figure that out, and the language of the agreement will follow.

Oh, and a lawyer can help you with that.

 

[NY2ME]

My jurisdiction is: Ohio

Just have a hopefully quick question. I am getting ready to 'officially' manage my 1st music artist and we are working on getting a signed agreement. I drew up a contract but there seems to be confusion on an issue <snip>

Hi, I'm not a lawyer but I found your post interesting, and thought I'd offer some insight from the perspective of an artist (not a singer), in the spirit of being helpful.

You mentioned that this is your first time managing an artist, and it seems like you want to control everything they do -- and also like you want to take on responsibilities that are normally an agent's, not a manager's (you should check your state laws about what a manager is allowed to do). Do you want to be a Business Manager or Personal Manager? What are you most gifted/experienced at? Booking? Recording? Engineering? Producing? Negotiating contracts? Public Relations? Keep in mind that you work for the artist, not the other way around, and they should be happy with the contract, or they won't sign it. The reality is that the artist decides what the manager should do for them - they are hiring you for certain specific responsibilities, based on your skills. Some artists just want business managers who handle money and contracts for them, some want managers who send out their demos and coordinate their schedules, some want managers who give them creative advice on their work. My point is: what goes in the contract is really up to the artist!

Besides, manager or not, the artist still has to work as hard as they ever did to try and get themselves work and promote themselves wherever possible -- if they don't, they're being lazy. So why shouldn't the artist be free to form any company or entity they want without you thinking you should "manage" it as well as the individual? Furthermore, the notion that you would be the "sole and exclusive personal manager, representative and adviser" for not only the artist but "any company or corporation formed, owned or controlled, directly or indirectly, by Artist in proportion to Artist roles in aspects" just doesn't make sense. Are they supposed to consult you on where to buy paper clips? What if they have partners in their company? And what if they ignore your advice, which they have a right to do?

In my humble opinion, I think you are being unreasonable to expect to manage any company or LLC that your artist might form -- unless you invest money in the business and become a partner or have a controlling interest in the company itself. You want to steer the artist's musical career, not run their company! You can still advise this person on their career and represent him or her if they own a company -- you just both have to be very clear in delineating how far your influence goes.

It just seems like you want to get commission on whatever pennies go their way. What if an artist already has an LLC before you sign on as manager? Furthermore, although a manager can serve as advisor, the artists can and will ultimately do what they want.

I have a close friend who recently hired a manager and would not sign the contract unless it was non-exclusive. Otherwise, no go. The manager balked at first - but is fairly new at management so he agreed. And my friend is glad about that, because the manager's inexperience does occasionally create problems (and BTW, my friend owns two income-producing businesses as well, but the manager doesn't expect money for the income earned by those - the manager expects money from the work he does for my friend). It's not like you become someone's manager and are then magically entitled to a percentage on every cent they make or a fee for work they do on their own.

A manager does work hard -- are you really ready to manage everything your artist does? And do it well? I'm not saying you're not, but put yourself in the artist's shoes -- unless you're real experienced and have great connections, I think you really need to listen to the artist who is hiring you. If they want you to just manage their musical career, why do you think you must manage more than that? Your artist, as an example, might have an opportunity to do some acting and just wants you to focus on their music. That's a lot of work to begin with -- if you do it well, you will get other clients!

It is greedy to insist that you manage a business they might start for fear that they will make money with it and you won't get any of it. Just focus on what the artist wants you to do for their musical career. Management is a lot of work, and lots of artists have more than one manager, each for different aspects of their careers. Go full-tilt as a manager of whatever they want you to manage and stop worrying about what money they might make doing something on their own.

That being said, you might benefit from reading artist management contracts to get a feel for what they include and how they are written. Indeed, your artist should not sign a contract without having their lawyer look at it. Here are a few websites (the forum wouldn't let me post links, so substitute a period where I wrote "dot") -- these are for your reference and might give you a better idea of how to write one. I've been spending time reading contracts lately (for what I need) and am learning quite a bit! Hope these help...

Here's a Q&A about mgmt:
musicbizadvice "dot" com/qa_Management_Agreement_Contract_Contents "dot" htm

You can look for books on the topic at Google Books. I found one called "This Business of Artist Management" by Xavier M. Frascogna, and H. Lee Hetherington (2004). Its chapter on the mgmt contract can be read online - look for pages 48-60 (Click on Preview > Table of Contents > page 48): go to books.google "dot" com/books?id=zyOmJaE9aFYC

Here's a video of an entertainment lawyer explaining the usual items in a management contract:
artistshousemusic "dot" org/videos/common+provisions+in+a+management+contract

And finally, here are some sample artist-mgmt contracts I found (just for you to get a feel of what goes in them). Maybe an attorney here can tell you which one is written well enough to borrow concepts or language from:

starpolish "dot" com/advice/article "dot" asp?id=19
phlume "dot" com/MGMT-Contract "dot" pdf
blues101 "dot" org/articles/contracts1 "dot" htm