Thursday, February 18, 2010

Sample/Example of a Band Agreement

Throughout the last 2 decades I have often spoken of the importance of putting together a Band Agreement when you and your fellow band-mates are serious about acting and doing business together professionally. I hope this generic template for a Band Agreement helps you write your own Agreement.

In my book 'Music Is Your Business' (on pages 23-26) I explain some basic facts about key issues found in a typical band agreement. I also suggest that you and your fellow musicians should try and write up your own agreement before consulting with an entertainment law attorney. You can find my book 'Music Is Your Business' on Amazon.com as well as on my website http://fourfrontmusic.com

Good luck with it all!

_____________________________________________________________________________________


Band Partnership Agreement

Introduction. This Band Partnership Agreement (the "Agreement") is made by and between _______________________________________________ (collectively referred to as "Band," individually referred to as "Band Partners"). This agreement shall be effective as of the date of the last signature below (the "Effective Date"). The Band Partners agree as follows:

The Band Partnership. The Band Partners establish themselves as a general partnership (the "Band Partnership") to be known as the _________________________ under the laws of _________________________ for the purposes of musical and related entertainment activities. The Band Partnership shall commence on the Effective Date and shall continue until it is ended according to this Agreement. The principal place of business of the Band Partnership shall be at _________________________ or at such other place as the Band Partners may determine.

Band Partner Services. In order to fulfill the Band Partnership purposes, each Band Partner shall contribute musical entertainment services to the Band Partnership. Such contributions shall include, but not be limited to, services
* as a recording artist with respect to sound recordings;
* as a musical performer in all media and on the live stage; and
* related to merchandising rights solely with respect to activities as a
member of the Band.

Non-Band Partnership Activities. Each Band Partner is permitted to engage in one or more businesses, including other musical entertainment efforts, but only to the extent that such activities do not directly interfere with the business and obligations of the Band Partnership. Neither the Band Partnership nor any other Band Partner shall have any right to any income or profit derived by a Band Partner from any non-Band Partnership business activity permitted under this paragraph.

Name & Logo. The Band Partnership shall do business under the name _________________________ (the "Band Name") as an assumed name and as its trademark and service mark.
(Insert logo.)


(Check if applicable and fill in.)
[ ] The Band also uses the following logo (the "Band Logo") as a trademark and service mark:

Each Band Partner acknowledges that the Band Name and Logo (if Band Logo exists) are (select one):
[ ] the exclusive property of the Partnership and not owned by any individual member and, unless otherwise authorized in writing, departing Band Partners shall have no interest whatsoever in the Band Name and Logo, apart from the limited right to be known as an ex-member of the band. In the event that the Partnership dissolves, no individual member shall have a right to use the Band Name and Logo apart from the limited right to be known as an ex-member of the Band.
[ ] the exclusive property of the Partnership and not owned by any individual member, except that in the event that __________ and ___________ cease to be members of the Partnership, the Partnership shall cease use of the Band Name and Logo (including "formerly [band name]" or similar references) in connection with any offering of entertainment services. Departing Band Partners shall have no interest whatsoever in the Band Name and Logo, apart from the limited right to be known as a former member of the Band. In the event that the Partnership dissolves, no individual member shall have a right to use the Band Name and Logo apart from the limited right to be known as an ex-member of the Band.
[ ] not assets of the Band Partnership, but rather are the sole and exclusive property of _______________ (name of person who owns Band Name and Logo) and, unless otherwise authorized in writing, shall remain that person's sole and exclusive property during and after the term of this Agreement. The other Band Partners shall have no interest whatsoever in the Band Name and Logo, apart from the limited right to be known as former members of the Band.

Warranties. Each Band Partner warrants that the Band Partner:
* is free to enter into this Agreement;
* is under no restriction which will interfere with this Agreement;
* has not done nor will do any act or thing that might hurt the Band
Partnership;
* will not sell or transfer any interest in the Band Partnership without the
prior written consent of the other Band Partners; and
* will refrain from activities which could prohibit the Band Partner from
performing.

Each Band Partner indemnifies each other Band Partner from all claims that may arise from any breach of these warranties.

Profits and Losses. Unless agreed otherwise in writing by the Band Partners, the Band Partners shall share equally in all of the Net Profits, losses, rights and obligations of the Band Partnership. "Net Profits" shall mean all payments which are paid to the Band Partnership or to any Band Partner as a result of Band Partnership activities. After deducting Band Partnership expenses (that is, reasonable salaries, rent, promotional costs, travel costs, office expenditures, telephone costs, accounting and legal fees), the Net Profits shall be distributed in cash to the Band Partners.

Ownership of Recorded Compositions. The Band Partners (check one) [ ] shall [ ] shall not create a publishing entity (the "Band Partnership Publishing Company") which shall own all rights to "Recorded Compositions." Recorded Compositions are songs:
* recorded by the Band;
* released for sale on sound recordings under the Band Name; and
* which were written or co-written in whole or in part by one or more Band Partners.

Each Band Partner agrees to assign any ownership interest in each Recorded Composition to the Band Partnership Publishing Company and to execute any documents necessary to evidence the transfer of ownership to the Band Partnership Publishing Company.

Division of Publishing Revenue. Revenue from the Band Partnership Publishing Company, if such publishing company has been created, shall be distributed as follows:
[ ] All music publishing income derived from Recorded Compositions, including both writer's and publisher's shares, shall be divided equally among the band members.
[ ] The Band Partners shall share equally in the publishing income from all Recorded Compositions. The writers of each Recorded Composition shall receive an equal pro-rata share of the songwriters' income with respect to each Recorded Composition. By way of example, if two Band Partners write a Recorded Composition, each shall share equally in the songwriters' income from that song. The publishing income from that song shall be distributed equally to all Band Partners.
[ ] All revenue derived from Recorded Compositions shall be pooled (whether it is characterized as publishing or songwriter revenue). Each Band Partner shall receive one credit for performing on each Recorded Composition. The writers of each Recorded Composition shall receive one credit for writing. Each Band Partner's total number of credits equals the numerator (top number of a fraction). The total number of credits equals the denominator or bottom number of a fraction. Each Band Partner then receives this fraction of the song income. By way of example, if four Band Partners perform on a song and one Band Partner has written that song, the songwriter Band Partner would receive 2/5 of the revenue and the other three band members would each receive 1/5 of the revenue.

Publishing Administration. The Band Partnership Publishing Company, if such company has been created, shall have the worldwide, exclusive right to:
* administer and control the copyright ownership to the Recorded Compositions;
* designate all persons to administer the copyrights to the Recorded Compositions; and
* enter into agreements to co-publish, subpublish or otherwise deal with the copyrights in the Recorded Compositions.

In the event that one of the Band Partners leaves the Band Partnership (a "Leaving Member"), the control of the jointly owned copyrights shall vest exclusively in the remaining Band Partners for the term of this Band Partnership. The Leaving Member's interest in the Band Partnership Publishing Company shall extend only to those Recorded Compositions which were commercially released for sale during the Leaving Member's period as a Band Partner ("Leaving Member Recorded Compositions"). The Leaving Member shall receive semi-annual accountings and payments with respect to any income due on Leaving Member Recorded Compositions.

Meetings and Voting. Each Band Partner shall have the right to participate in the business of the Band Partnership. Meetings of the Band Partners can be called by any member of the Band Partnership upon reasonable notice.

(Check either "unanimous" or "majority" for each issue )
Unanimous Majority
Expelling a Band Partner
(unanimous except for party to be expelled) [ ] [ ]
Admission of a new Band Partner: [ ] [ ]
Entering into any agreement that
binds the Band Partnership for
more than one year: [ ] [ ]
Additional capital contributions
by any Band Partner: [ ] [ ]
Receipt of any bonus or goods or
other assets of the Band Partnership
in excess of that received by any other
Band Partner: [ ] [ ]
Any expenditure in excess of $_________: [ ] [ ]
Incurring any major obligation such as
borrowing or lending money: [ ] [ ]
Selling, leasing or transferring any
Band Partnership property: [ ] [ ]
Entering into any contract that takes
less than a year to complete: [ ] [ ]
Check-signing rights: [ ] [ ]
Amendment of this Agreement: [ ] [ ]

(Check and fill in blanks if applicable)
[ ] In matters that require a majority vote, _________________________ shall be entitled to extra voting power, in the amount of ______ votes for every other Band Partner's single vote.
[ ] In the event that a majority cannot be achieved, the decision of___________________ shall prevail.

Books of Account and Records. The books of the Band Partnership and all other documents relating to the business of the Band Partnership shall be maintained at its principal place of business and shall be available for inspection at reasonable times by any Band Partner (or any designated representative of any Band Partner). The fiscal year of the Band Partnership shall end on December 31st. The Band Partnership shall provide an accounting statement to each Band Partner twice a year at the end of June and December.

Ending the Partnership. This Agreement and the Band Partnership shall not terminate for the reason that a Band Partner leaves the Partnership. If a member leaves, the Band Partnership shall remain in full force among the remaining members.

This Agreement shall terminate, and the Band Partnership shall end, upon the first to occur of the following events:
* The written agreement of the Band Partners to end the Band Partnership; or
* By operation of law, except as otherwise provided in this Agreement.

(Check and fill in blank if applicable.)
[ ] If _________________________ leaves the Band Partnership, the Band Partnership shall end.

The addition of a new Band Partner shall not end the Partnership, and it shall remain in full force among the remaining Band Partners.

Distribution of Band Assets After Termination.
* Income and Debts. After termination of the Band Partnership, any income that is owed to the Band Partnership shall be collected and shall be used first to pay off debts to people outside the Band (creditors) and any remaining money shall be used to pay debts (loans in excess of capital contributions) to Band Partners. If money remains after paying off these debts to Band Partners, it will be distributed equally to the Band Partners.

* Band Property. Any property owned or controlled by the Band Partnership (for example, musical equipment) shall not be sold but shall be evaluated, by an accountant if necessary. The property shall then be distributed as nearly as possible, in equal shares among the Band Partners.

* Royalties & Future Income. If at the time of dissolution, the Band is entitled to royalties or owns property that is generating income or royalties, the Band Partnership shall vote to either establish an administrative trust or designate an individual (for example, an accountant), to collect and distribute the royalties on an ongoing basis to the Band Partners according to their respective interests.

Addition of a Band Partner. Each new Band Partner must agree to be bound by all of the provisions in this Agreement. A new Band Partner shall not have any rights to the Band Partnership property or assets existing at the time of admission to the Band Partnership ("Existing Property") or in any of the proceeds derived from the Existing Property (for example, revenue or royalties generated by recorded compositions, sound recordings or other materials created prior to the new Band Partner's admission).

Leaving Members. A Band Partner may leave the Band Partnership (a "Leaving Member") voluntarily (by resignation) or involuntarily (by reason of death, disability or being expelled). A Band Partner who resigns shall give thirty (30) days prior written notice. The Band Partnership shall provide written notice if it expels a Partner. The Band shall have, at its option, the right to immediately exclude any expelled partners from live or recorded performances during this 30-day notice period. A Leaving Member is entitled to:
* the Leaving Member's proportionate share of the net worth of the Band Partnership
as of the date of disassociation.
* the Leaving Member's share of any royalties, commissions or licensing fees earned
from sound recordings which include the Leaving Member's performance. These
payments shall be made when actually received by the Band Partnership and after
subtracting a proportionate deduction of expenses. The Leaving Member's record
royalties shall only be paid after the record company has recouped the band's
recording costs for the respective recording.
* An expelled Partner shall be entitled to receive the value of his or her interest
in the partnership according to the provisions of this Agreement.

(Check and fill in blank if applicable.)
A Band Partner may be expelled from the Partnership in the following situations:
[ ] the Band Partner seeks protection under the federal bankruptcy code;
[ ] the Band Partner makes an assignment for the benefit of creditors; or
[ ] __________________________________________________________
____________________________________________________________

Determination of Net Worth. If the Leaving Member and the Band Partnership cannot agree on the net worth of the Band Partnership, then it will be determined by a mutually agreed upon accountant. The net worth shall be determined as of the date the Leaving Member left the Band Partnership. The Leaving Member's share shall be paid in installments starting one month after determining the net worth and be payable as follows:
* If the share is less than $10,000, it will be paid in 12 monthly installments;
* If the share is more than $10,000 but less than $25,000, it will be paid in 24
monthly installments; or
* If the share is more than $25,000, it will be paid in 36 monthly installments.
The share payments will include interest at the prime interest rate.

Notices. All accountings and notices required under this Agreement shall be given in writing by personal delivery, mail or fax at the addresses of the Band Partners set forth below (or at any other addresses designated by a Band Partner).

Band Partnership Bank Account. A Band Partnership bank account may be opened by the Band Partners_________________________ shall have the right to sign any checks drawn on the Band Partnership bank account, endorse checks for deposit or make any withdrawals from the Band Partnership bank account.

Mediation; Arbitration. If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in _________________________. Any costs and fees other than attorney fees shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution, the parties agree to submit the dispute to binding arbitration in the same city or region, conducted on a confidential basis pursuant to: (Check one)
[ ] the Commercial Arbitration Rules of the American Arbitration Association, or
[ ] the rules of _________________________.
Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses and reasonable attorney's fees and shall include a written determination of the arbitrators. Absent an agreement to the contrary, any such arbitration shall be conducted by an arbitrator experienced in music industry law. An award of arbitration shall be final and binding on the Band Partners and may be confirmed in a court of competent jurisdiction. The prevailing party shall have the right to collect from the other party its reasonable costs and attorney fees incurred in enforcing this agreement.

General. This Agreement may not be amended except in a writing signed by all Band Partners. No waiver by any Band Partner of any right under this Agreement shall be construed as a waiver of any other right. If a court finds any provision of this Agreement invalid or unenforceable as applied to any circumstance, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties. This Agreement shall be governed by and interpreted in accordance with the laws of _____________________. The provisions of this Agreement shall be binding upon the successors and assigns of the Band Partners. In the event of any dispute arising from or related to this Agreement, the prevailing party shall be entitled to attorney fees.

MY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND HAVE BEEN ADVISED AS TO MY RIGHT TO SEEK INDEPENDENT LEGAL REPRESENTATION REGARDING THIS AGREEMENT.


___________________________________________
Band Member Signature
___________________________________________
___________________________________________
Address
Date: __________________________
Soc. Sec. #: ____________________ Date of Birth: ____________________


___________________________________________
Band Member Signature
___________________________________________
___________________________________________
Address
Date: __________________________
Soc. Sec. #: ____________________ Date of Birth: ____________________


___________________________________________
Band Member Signature
___________________________________________
___________________________________________
Address
Date: __________________________
Soc. Sec. #: ____________________ Date of Birth: ____________________


___________________________________________
Band Member Signature
___________________________________________
___________________________________________
Address
Date: __________________________
Soc. Sec. #: ____________________ Date of Birth: ____________________

6 comments:

  1. This is such a great help!! Thank you so much.

    ReplyDelete
  2. Great resource, Chris. Interesting to see the comparison between US and UK band agreements that we have here (there's not too much in it).

    Thanks for sharing this.

    Marcus

    ReplyDelete
  3. This is very helpful. Thank you. I was wondering if you have a similar type of contract for a situation where the "band" is really one guy (my son), who writes and produces all the songs and his father is the sole investor, at this point. The band members all understand this and we all want an equitable written agreement between my son and the rest of the band performers that allows them to receive some reward for their contribution, but does not give up my son's copyrights, etc. Do you happen to have one of those in your pocket you would like to share?
    Thanks, Patti

    ReplyDelete
  4. Great template. PB et al. might like to look at http://assetswarm.net - lots of music contract options, including consideration for financial investment, etc. It also serves as an independent third party to record agreements.

    ReplyDelete
  5. Hey... My name is Benny S and me along with my boy S.L.I just signed a deal with SMG/Universal and needed something like this for the members in the label we have, Da Tribe Inc. Thank you sooo much. :)

    #DT4L

    ReplyDelete