# The fear of signing contracts



## chrisr (Mar 12, 2021)

I'm lucky to have signed a few different contracts for professional composing services over that past few years. I've just signed two more (very small ones) this morning.

Now I_ should_ be really pleased to be doing this ... but... I am always filled with a sense of absolute dread and fear, even though the contracts are all reasonably fair. I think it's just the "official" commitment to undertake the work that freaks me out a bit for some reason - even for small amounts of work.

I drew up a contract myself last year for a new client (from a template very kindly supplied to me by a fellow composer which I then tailored...) - and even though I was very happy with that contract* - having been through it with a fine toothed comb - I still got "the fear" about signing ostensibly my own contract - bizzare eh?!! (*although that was translated/duplicated into Mandarin which was sobering)

I cannot be alone in this?? - Do contracts still freak you out?

Chris


----------



## tmhuud (Mar 12, 2021)

They do not freak me out. Especially after my manager, agent and lawyer have all read them first. Now if you are the only one reading them I would suggest getting an informed second opinion. It couldn’t hurt.


----------



## chrisr (Mar 12, 2021)

Oh I've had lawyers (just Musician's Union - uk) read contracts for new jobs/clients, but then not for subsequent series, in fact not even for subsequent unrelated jobs with the same production company now I come to think of it - I've just checked that the standard terms remain the same.

The fear I'm referring to is somewhat irrational I think - it's not the fear that I'm about to get contractually screwed. Well... at least... I don't_ think _it is...

You have both a manager _and _an agent? Who does what? You wanna lend me one of them for a bit?


----------



## GtrString (Mar 12, 2021)

Yeah, same here. I let a company handle my direct licensing, and work with a few select libraries. But no matter how many I sign, the next one feels like the first.

Maybe its a reflection upon the general rule in the musbiz is that each master is 5 times the worth of the copyright. And it’s the masters that get signed away..


----------



## Markrs (Mar 12, 2021)

chrisr said:


> You have both a manager _and _an agent? Who does what? You wanna lend me one of them for a bit?


Doesn't look like it is that uncommon, as Anne-Kathrin Dern mentions the different roles they play.


----------



## Mike Greene (Mar 12, 2021)

I do dread signing contracts, but only because of the Indemnity clause they always put in, which says if they get sued for copyright infringement because of one of my pieces, then I'm responsible for all damages, including legal fees, even if found innocent. I always shudder when I see that clause.

Beyond that, unless I see something horrendous, I don't worry about it. My philosophy is this - Even if I sign a bad contract, it's not the end of the world. I've even signed a couple against lawyer's advice because certain issues just weren't worth fighting over. That's not to say I don't care what the contract says (believe me, I do!), but when I factor in my legal fees, my time, and the potential bad will I'm creating with the client, it's not worth it.

Here's an example: About 20 years, I got hired as primary composer for Oprah. They had been using APM or one of the other music libraries and someone told them that if they made their own library, then they could keep the publisher's share. I was lucky enough to get the lion's share of accepted tracks, plus I was the one they called when they needed something specific. For a couple years (before other composers found out about this and the library became an insane cattle call), those were great times, especially for my ASCAP checks.

Well ... actually they weren't ASCAP checks. HARPO (that's Oprah's production company) decided that they could make even _more_ money if they did direct licensing deals with the TV stations, bypassing ASCAP and BMI. So I was presented with a contract saying I did *not* retain the right to collect ASCAP royalties and that HARPO had the sole right to decide how royalties would be paid.

This is not as uncommon as you might think. Lawyers (like mine) hate this, because there's risk and no guarantee that you won't get screwed. But a friend of mine had done an Oprah-related show that switched to this method a year earlier and he said he made considerable more money. (The reason is that since HARPO negotiated directly with the TV stations, they could demand a higher music royalty than normal, since Oprah was a big ratings hit.)

The point is that there was risk to this contract, but I wasn't worried about it. At least not a _lot_ worried about it. I've been ripped off in deals in the past, but I've also cashed in on other deals. There's a certain "roll the dice" aspect to this business, and if you don't play, you can't win. So I'm at peace with the fact that in order to win a few, I may lose a few as well. Don't get me wrong, had HARPO screwed me, I would have been upset. But I'd still roll the dice again.

Obviously this isn't exactly your situation, but I think the philosophy still applies. Go ahead and _assume_ there's a bad deal you're going to sign at some point. Kinda like getting the first scratch on a new car. In the grand scheme of things, it won't matter as much as you thought it would.


----------



## Jeremy Spencer (Mar 12, 2021)

I always dread the contracts, but it's because the "little man" in my head instantly decides "you can't do this! There's no way you'll pull this off!". For me it's not about the technicalities, but being able to deliver the music that's expected. After doing this for so long, I know I have what it takes, but there's always that stupid doubt!


----------



## audio1 (Mar 12, 2021)

Mike Greene said:


> I do dread signing contracts, but only because of the Indemnity clause they always put in, which says if they get sued for copyright infringement because of one of my pieces, then I'm responsible for all damages, including legal fees, even if found innocent. I always shudder when I see that clause.
> 
> Beyond that, unless I see something horrendous, I don't worry about it. My philosophy is this - Even if I sign a bad contract, it's not the end of the world. I've even signed a couple against lawyer's advice because certain issues just weren't worth fighting over. That's not to say I don't care what the contract says (believe me, I do!), but when I factor in my legal fees, my time, and the potential bad will I'm creating with the client, it's not worth it.
> 
> ...


My personal experience, perception and knowledge of the above situation differs somewhat.


----------



## chrisr (Mar 12, 2021)

Thanks for sharing @Mike Greene - interesting story! Also, I believe we've both had the pleasure of negotiating with Mattel! I remember the lawyer saying about my first contract with them something along the lines of - "there are several things here that are most definitely not in your interests - but frankly it's what I'm seeing everywhere now and whilst you can try and negotiate them away it's highly unlikely they'll change, so whilst I can't advise you sign this contract it's typical of most modern composer agreements and nothing out of the ordinary" - that was a cheery moment... although in fairness to Mattel I recall they did move on some things.

Thanks for the video link @Markrs and obviously also @A.Dern for taking the time to make it! I've only had time to watch the start so far (putting kids to bed) but will watch through later.

Also thanks @tmhuud for raising the thing of having a separate agent & manager in this thread - I hadn't realised that was a thing at all! The set up in the US is a bit alien to me. Having just googled a few of the composers on the Kraft-Engel roster I see that many of those composers also have managers, despite being with a top agent. Interesting... is it an LA thing? I don't know any UK composers with both an agent and manager - in fact in my conversations with one particular uk agent a year or two ago, it was obvious that that particular agency very much prided themselves on their 'duty of care' to their (very much top tier) composers - almost as THE primary consideration.

Anyway - yeah thanks all - some interesting tangential stuff - and good to know that I'm not alone in feeling the fear regarding putting 'pen to paper' (it's all digital now...) on anything official looking!!

best,
Chris


----------



## MartinH. (Mar 12, 2021)

chrisr said:


> Do contracts still freak you out?



Yes, don't think it will ever stop. When reading stuff like that, my brain instantly raises red flags for everything it sees that could possibly screw me in the future, and usually that's a lot in long contracts. I'm - against all professional advice - much more comfortable working without any contracts (usually none of my work is music related though).

P.s.: I once paid a lawyer to get some advice on writing a EULA for a mobile game and related stuff. His recommendation was "You can do that yourself, just take the EULAs of 3 best selling games and write the same in your own wording, they all contain the same things anyway. That's exactly what I'd do and you could pay me 1600,- Euro for my 8 hours of work, or you could do it yourself."

We talked for 45 Minutes, he billed me 150,- Euro, and I've never felt a need to contact a lawyer about contract matters again . When basic legal questions on forums inevitably get answered with "ask a lawyer", I always think of my "been there, done that" experience.

And to be fair, I took a basic course on contract law for freelancers when I got my degree, so it's not like I have absolutely zero training for this.

I would immediately lawyer up if I'm ever getting sued, because that's a very different set of things you need too know.


----------



## davidanthony (Mar 12, 2021)

Mike Greene said:


> Indemnity clause


Do you contest them? In my experience while the indemnity provision is common, there are a few ways to carve it into something a little more equitable. 


Mike Greene said:


> My philosophy is this - Even if I sign a bad contract, it's not the end of the world.


It's definitely not the end of the world, but here's an alternate take: every time a musician rolls the dice and signs a bad contract, every musician in the industry loses. The only reason we have these unfair clauses and agreements is because people enough people have been willing to sign them in the past, and now it's just a race to the bottom.

For a number of reasons many musicians approach contract negotiations as if they have absolutely zero bargaining power, which is insane, because there's literally no music without them!



Mike Greene said:


> Don't get me wrong, had HARPO screwed me, I would have been upset. But I'd still roll the dice again.



Why not best of both worlds? Educate yourself so you can start (tactfully) fighting back and you don't have to roll the dice. (Full disclosure, depending on the month I'm either an attorney moonlighting as a musician or a musician moonlight as an attorney, so I have a doubly vested interest in this position.)

Fighting back does NOT mean tanking your next project by refusing to sign a deal. But at least make an effort to educate yourself on the various clauses and present reasoned arguments as to why certain things are patently unfair. Or if you're in a position to hire an attorney to do it for you, consider making the investment. A good one will always be a positive ROI. (Unfortunately there are a lot of bad ones out there -- see below.)

I've been negotiating for a long time and in my experience calmly and politely explaining to someone how they're screwing you and why you don't like that goes over a lot better than I think most people assume it will. And it's also my experience that you can almost always improve a deal in some way. Maybe HARPO still administers the payouts but with minimums/guarantees, etc. It doesn't have to be just a roll of the dice, there's a middle ground to be found in a lot of places.

I get that negotiating is challenging and uncomfortable for a lot of people, but if you're confident, polite, and clear that you operate with a level of self-respect, the other party will almost always respond in kind. And if they respond particularly poorly to being called out for treating you like less than you're worth, maybe that's not someone you really want to work with anyway!



MartinH. said:


> P.s.: I once paid a lawyer to get some advice on writing a EULA for a mobile game and related stuff. His recommendation was "You can do that yourself, just take the EULAs of 3 best selling games and write the same in your own wording, they all contain the same things anyway. That's exactly what I'd do and you could pay me 1600,- Euro for my 8 hours of work, or you could do it yourself."
> 
> We talked for 45 Minutes, he billed me 150,- Euro, and I've never felt a need to contact a lawyer about contract matters again . When basic legal questions on forums inevitably get answered with "ask a lawyer", I always think of my "been there, done that" experience.


I actually see this story as the #1 reason to hire an attorney as it's a perfect example of how they're masters at extracting money from other people 

I am willing to bet that the attorney you were consulting with either (1) had almost no experience with drafting EULAs (no one with experience would quote 8 hours for one, let alone say that they needed to use random public ones a reference -- quality attorneys have templates in-house and ready to go and it's very quick to adapt them to a specific client, a couple hours max) or (2) got a bad vibe in the consult and decided they didn't want you as a client.

But at the end of the day you consulted with someone who either had no idea what they were talking about or didn't like you, charged you at their hourly rate for common sense advice, and left you walking away feeling like you got a deal! That's the kind of person you want negotiating on your behalf!

This is what I mean about the ROI thing, though. A truly respectable attorney would have either told you that they couldn't do it in an industry standard time frame and referred you to someone who could, or taken however many hours it took them but only billed you for an acceptable fraction of them. This is why you should shop around and preferably use attorneys that come with personal referrals.


----------



## GtrString (Mar 13, 2021)

I dont like signing blurred agreements. Music is a people business, and I don’t want to feed the trolls. I’d rather sign with people I trust for less money, and sleep well. Im not in music for money only.


----------

