LCN Final Review
Terms
undefined, object
copy deck
- What is the fundamental Principal of Contract law?
- Freedom
- What are the five points of a valid contract?
- Unambiguous No illegal Acts Consideration Capacity Mutual Agreement
- What is statue of Frauds?
- Certain contracts that must be written to be enforceable
- What are the six types of contracts that fall under the Statue of Frauds?
- Anything over $500 Anything taking over a year Copyright real State Prenuptial and Marriage Assuming someone else's debt
- What is the Mailbox Rule?
- If its in the mail, its final.
- What is the mirror Image Rule?
- If one side changes the contract it's a counter offer. The acceptance must be the mirror image of the offer
- Why is it important to read and understand the definitions given in a contract?
- They are the Key to understanding the deal
- Define "rider"
- Attachment to a live performance agreement
- Define "warranty"
- A guarantee
- What is "indemnity"
- A duty to make good any loss, damage or liability incurred by another
- An indemnity clause commonly follows which clause?
- Warranty
- Give the general definition of "condition"
- If.., Then.. A future and future and uncertain event upon which an obligation or liability occur
- What is the difference between a material breach and an Immaterial Breach?
- Material= a massive breach. Non breaching party is excused from the contract Immaterial= is a small breach
- Why would you include a liquidate damages clause in a contract? How mus it be limited?
- So you can be paid immediately. Limited by Reasonable estimation of damages and must not act as a punishment or be excessive
- What does "term" refer to. and what are the two common forms this takes?
- Length of time, initial and option
- In a recording agreement, which party has the right to exercise the option?
- The Label
- What is California Labor Code Section 2855? what effect does it have on options?
- Can't enforce a contract over 7 years. limits number of options
- Give the definition of option with a condition precedent
- something must happen first before an option may be taken
- What is an option to make up the difference?
- Option may credit artist royalty account to make up difference to satisfy condition
- What is an option exercise date?
- last day an option can be activated. notice must be given by this date
- What may happen if the recording agreement calls for an advance with the exercise of the option, and the label fail to send a check with the notice of option?
- The option is not validated
- If the agreement calls for automatic exercise of an option, under what circumstance would the label have to give notice?
- To not take the option
- What is a "recording commitment"?
- Artist obligation to record and deliver a certain number of masters to the label
- What are the terms to watch out for in th the recording commitment?
- Commercially satisfactory, at the company's discretion and technically satisfactory
- When a minimum recording commitment is contained in a contract, what should the artist make sure is included in order to prevent overcall masters?
- Maximum
- What are overcall masters?
- Masters that the label demands over the minimum
- List some of the elements that may be required for delivery
- clearance, Licenses, artwork, liner notes, I-9, proof of compliance to union regulation. etc
- What will happen to the artist if he fails to deliver? How is this different in an open ended agreement?
- Suspension, Open ended just extends the time of the contract
- What is form I-9?
- Allows people to work in the U.S.
- For what reason might an artist be suspended?
- Failure to deliver, inability to perform, failure to actively pursue a career
- Define "royalties"
- Percentage due to the artist for the sale of album
- Many factors may cause the royalty rate to vary. List them
- Where it will be sold How will it be sold When will it be sold Accelerations Who is it sold to
- What is the formula for royalty computation?
- Sales price * rate- deductions= royalty
- What is royalty acceleration?
- When a certain number of records are soled- royalty goes up
- Why do record companies hold reserves?
- to account for returns and not overpay artist
- What are freebies? why should an artist allow freebies?
- Free records used for promotional purposes
- What is a container charge? who pays for it?
- Cost of packaging, artist pays for it
- Define cross-collaterization
- one album pays for the other
- What things are considered recoupable expenses? which is the largest cost?
- Advances, recording costs, video, tour support, promotion, and any money spent on behalf of the artist; the largest is the recording cost
- Explain an All-in agreement
- Production company gets an artist, and a producer, records music, sells music to a label, label pays company royalties to slip them up amongst all parties involved
- Within the context of recording agreements, what does "accounting" mean? what provision should always be included in order to protect the artist?
- When artist gets paid, artist should be able to audit the labels accounting
- Define "coupling" how can an artist limit this?
- Masters from different artists on one CD compilation; require consent or approval clause
- Define "joint recording"
- 2 or more artist on one master
- What things are usually found n a grant of rights provisions? who are the tights being granted to?
- Coupling, foreign sales, right of publicity, right of merchandise; the label
- Why would an artist want to limit an indemnity clause?
- So they are not liable for a third party
- What effect does a rerecording restriction have n an artist?
- Prevents artist from rerecording a song originally recorded under contract, usually 5 years
- What is a morals clause? how should it be limited to protect the artist?
- says if artist behaves in an immoral way, label may terminate artist; use definitive language, be specific
- If an artist enters a co-publishing deal with the record company, which compositions should be affected from the artist's point of view? from the label's?
- Only ones under contract; all of them
- In the context of compositions, when a label wants to negotiate a rate, what is the deal it is trying to get?
- 75% of the stat rate on a maximum of 10 tracks per album and without regard to the length of the song
- Aside from producing and recording masters, what are the common duties of the producer?
- I-9, Budget, Liaison between artist and label, liner notes, clearance and licensing, comply with union regulations
- Should the producer be liable for recording costs? if so, how much?
- Yes, only if it exceeds 110% of budget
- In regards to publicity and advertising, what word should be included for the producer's benefit when granting rights to the label? why?
- Shall, so it requires the label to use the producer's name so he gets promoted
- What in an option agreement?
- Development deal- trial contract to see if they want to sign full contrct
- What is the average recording commitment associated with an option agreement?
- 2-4
- What two thing are negotiated when referring to the double negotiation involved in option agreements
- A development deal and a recording agreement Term of the option, number of recording commitments
- What 4 different methods of compensation can be used to pay the artist for a live performance?
- % of the gate Flat Fee Guarantee fee or % of the gate whichever is higher Guarantee fee plus % of revenues
- What is usually covered in clippings and posters riders? why would the artist want this?
- Artist gets a copy of all of it, copies of reviews written after show; to make sure he is being romoted by the venue
- Why would the artist want the venue owner to sing an insurance rider?
- So they aren't liable
- What is a cancellation rider?
- Get paid if the gig gets canceled
- What is not a characteristic of a consent decree?
- Required to pay settlement to injured consumers
- What is market power?
- Both the ability to affect market price and indication of monopoly
- What is not an intentional tort?
- Negligence
- In the video clip watched during class, Ari Gold was a successful negotiator because he?
- Knew his BATNA Revealed his BATNA Had bargaining power
- What may be done to reaffirm the relationship after negotiation?
- Speak Kindly Promptly address grievances Check in