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Performance Clauses In Entertainment Contracts

Producing and editing a masterwork of recorded music is obviously a specialized art. But so is the entertainment solicitor’s act of drafting clauses, contracts, and 유흥알바 contractual language generally. How might the art of the entertainment attorney’s legal drafting a clause or contract affect the musician, composer, songwriter, producer or other artist as a practical matter? Many artists think they will be “home free”, just as soon as they are provided a draft offered record contract to sign from the label’s entertainment attorney, and then chuck the offered contract over to their own entertainment lawyer for what they hope will be a rubber-stamp review on all clauses. They are wrong. And those of you who have ever received a label’s “first form” offered contract are chuckling, right about now.

Just because a U. S. record label forwards an artist its “standard form” offered contract, does not mean that you will need to sign the draft contract blindly, or ask one’s entertainment lawyer to rubber-stamp the offered agreement before signing it blindly. A number of label forms still used today are hackneyed, and have been followed as full text or individual clauses in whole or partly from contract form-books or the contract “boilerplate” of other or preceding labels. From the entertainment attorney’s perspective, a number of label recording clauses and contracts actually read almost like we were holding written in haste : just like Nigel Tufnel scrawled an 18-inch Stonehenge monument on a napkin in Rob Reiner’s “This Is Spinal Tap”. And if you are a musician, film fan, or other entertainment lawyer, I bet do you know what happened to Tap as a result of that scrawl.

It stands to reason that an artist and his or her entertainment lawyer should carefully review all draft clauses, contracts, and other forms sent to the artist for signature, prior to ever signing on to them. Through negotiation, through the entertainment attorney, the artist may be able to interpose more precise and even-handed language in the contract ultimately signed, where appropriate. Inequities and illegal clauses aren’t the only things that need to be removed by one’s entertainment lawyer from a first draft offered contract. Ambiguities must also be removed, before the contract can be signed together.

For the artist or the artist’s entertainment attorney to leave an ambiguity or inequitable clause in a signed contract, would be merely to leave a potential bad problem for a later day : particularly in the context of a signed recording contract which could tie up an artist’s exclusive services for many years. And remember, as an entertainment lawyer with any longitudinal data on this item will tell you, the artistic “life-span” of all artists is quite short : e . g an artist could tie up his or her whole career with one bad contract, one bad signing, or even just one bad clause. Usually these bad contract signings occur before the artist searches for the advice and counsel of an entertainment attorney.

One seemingly-inexhaustible type of ambiguity that arises in clauses in entertainment contracts, is in the precise context of what I and other entertainment lawyers refer to as a contract “performance clause”. A non-specific commitment in a contract to perform, usually actually is unenforceable. Consider the following:

Contract Clause #1: “Label should use best efforts to market and publicize the Album in the Territory”.

Contract Clause #2: “The Album, as

delivered to Label by Artist, shall be produced and edited using only first-class facilities and equipment for sound recording and all the activities relating to the Album”.

One shouldn’t use either clause in a contract. One shouldn’t agree to either clause as written. You will need to negotiate contractual edits to these clauses through one’s entertainment lawyer, prior to signature. Both clauses set forth offered contractual performance obligations which are, at best, uncertain. Why? Well, with regard to Contract Clause #1, reasonable minds, including those of the entertainment legal professionals on each side of the transaction, can differ as to what “best efforts” really means, what the clause really means if different, or what the two parties to the contract intended “best efforts” to mean at the time (if anything). Reasonable minds, including those of the entertainment lawyers on each side of the negotiation, can also differ as to what constitutes a “first-class” facility as it is “described” in Contract Clause #2. If these contractual clauses were ever checked out by judge or jury under the hot lights of a U. S. litigation, the clauses may be stricken as void for vagueness and unenforceable, and judicially read right out of the matching contract itself. In the view of this particular New york entertainment attorney, yes, the clauses are really that bad.

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