Specimen Co-Writing Agreement
Published: 06 October 2020 | 13:10 PM
Updated: 26 October 2020 | 13:18 PM
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When two or more people sit down to write music together it is fairly certain that the last thing on their minds will be any thought as to the kind of contractual relationship they want to have with their co-writers.
In the main they are concentrating on writing songs that will be a commercial or artistic success. This is largely as it should be as songwriters write songs – that’s what they’re there for – and many co-writers simply agree verbally that the songs will be split 50:50 or in some other proportion and leave it at that. This can cause problems later on and for a relatively small outlay in both time and money at the beginning of a relationship it makes sense to have the relationship and the respective rights of the co-writers set out.
There are a number of points to be dealt with under the co-writers agreement and as with most agreements connected with the music industry the variations are infinite. We have approached this agreement from the basis that two or more co-writers are composing material and that each of them has a more or less distinctive role - ie one writes the music and the other the lyric. This form will also work where a third or fourth band member is intended to benefit in the interests of the “bigger picture” but doesn’t actually compose. It is not necessarily appropriate where a four piece band collaborate in the creation of their material and amendment will be required to tailor the Agreement to that situation. Amongst the most important points are, how the copyright in the song will be divided, is one party to have the copyright in the lyrics and one the music or are both to share in the whole. How are decisions made as to the exploitation of the compositions? In the absence of any agreement to the contrary if they are joint owners of the copyright in the whole of the song all parties will have to give their consent to any dealing with the song. The division of the copyright will be notified in these percentages to the music publishers (if any) who control the works and the collection societies in the UK (PRS, MCPS) to settle payment against the agreed shares.
What follows is a brief explanation of some of the key clauses of the Specimen Co-Writing Agreement which is intended to be a fairly standard. It is not however a comprehensive treatise on such agreements and does not replace the need to get independent legal advice on any agreement you are thinking of signing as there are almost inevitably going to be particular circumstances which need to be addressed.
Clause 1: Collaboration
The agreement as drafted envisages that the parties are planning to work together over a period of time and write more than one song. Obviously if this is not the case amendments can be made. There is also provision for the songs to be divided in the proportions set out in the Schedule but not for them to be divided as to music and lyrics.
Clause 2: Rights
For a small record company it would be usual to have a distribution deal for UK and possibly Eire and to distribute via licensees in other territories. However some distributors now try to secure rights for a wider territory, typically Europe. Obviously if you already have licence deals in place for European territories you will need to be careful about what rights you can grant. If you do not have such licences this could be a good way to service the European territories, although it might be preferable to deal directly with distributors in the countries in which you are interested..
Clause 3: Income & Expenses
This clause can be made as complicated as one wishes depending upon the requirements of the parties. We have tried to keep this one as simple as possible with income that identifiably arises from a particular composition split in the appropriate proportion and all other income split equally.
Clause 4: Warranties
Again this clause can be as long as is wished and can contain all sorts of weird and wonderful warranties. These are really the basic ones but each party should make sure that anything they warrant is true.