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band member contract...

Discussion in 'Band Management [BG]' started by runmikeyrun, Apr 15, 2009.


  1. I've been in this band for 10 years. Recently we had almost a complete lineup change (i'm the only original member left) and the breakup went bad with one of the guys. For a long time the band was just buddies jamming and playing shows and we all just winged it when it came to decisions. We never had fights or problems. Well at the end there were fights and problems... lots of them. Still a lot of unanswered questions about who should have gotten what with the members who left.

    Anyhow, i drafted a 3 page contract to protect myself and the new members. I sent it to one guy who isn't sure and said it "takes the fun out of it". I haven't heard anything back from the other guy. It covers things like merchandise, money, how we make band decisions, how to decide if someone should be removed, and what happens with all our "stuff" and money if the band dissolves, someone gets kicked out, or quits.

    It's primarily just to protect everyone in case something happens and i'm not forcing anyone to sign it, but i'm wondering how hard i should push the idea on the guys. We have two labels with a third about to re-release an older disc internationally. I want to make sure it's crystal clear about who gets what and how things should be run since it's progressed past just some friends jamming in the basement. There's going to be another cd released in the future and so there's the potential of some decent money coming in, even after the band (eventually) breaks up or (possibly) has another lineup change.

    If you guys want i'll post it, but it's 3 pages so i'm not going to bore anyone with it yet ;)
     
  2. stflbn

    stflbn

    May 10, 2007
    Nashville
    If this was a hobby or fun band I was in and they came to me with something like that I'd run like hell.

    Band Pre-Nups aren't sexy.

    On the other hand, I never agree to put money toward 'band' gear, etc. I buy my part and if I leave I take my part with me.


    .
     
  3. QORC

    QORC

    Aug 22, 2003
    Elberon, New Jersey
    first off, I don't think it's a bad idea in that you have laid out EXPECTATIONS.

    But depending on what it says and HOW it says it, it could put some people off.

    Why not post the whole text here so we can see it?

    And it probably has no LEGAL standing -- so it can't really be enforced, however.
     
  4. Insist on it, or say "go play somewhere else". I'm going through a similar situation where aside from the recording; I'm (was) also the art director and primary artist for all the merch and album design. Now we're having to negotiate (argue) all these details now, and trust me, there are emotions involved. Make all your players agree and sign. Period.
     
  5. gonzilla

    gonzilla

    Jan 26, 2009
    How could you not have a contract if money is going to be involved at any point?
     
  6. I've been asked to join a band that has a hefty rental room fee...I'm not paying to play with them until I'm in the band officially and I will decide that. I would never sign anything unless it was a record contract and even that I would have a lawyer go over first.
     
  7. jmattbassplaya

    jmattbassplaya Looking for a gig around East Islip, NY!

    Jan 13, 2008
    Long Island, NY.
    I`d definantly rethink the 'contract' and instead of you insisting one on them, you bring them all together to create one. There`s nothing wrong with wanting to protect your art and creation, especially if there`s potential for some real cash flow coming in. I`ve recently discussed how some of my friends work out royalties and it`s complex stuff, but it seems needed and it shouldn`t be taken lightly.
     
  8. Music Attorney

    Music Attorney

    Feb 22, 2004
    I don't know the people involved here so I won't weigh in on this particular situation, but I do have some general thoughts regarding agreements among band members.

    The obvious first question is: do you even need an agreement (or entity)? The primary reasons to enter into a band agreement include the following:

    1. Tax Planning issues.
    2. Personal liability.
    3. Clarity with respect to the myriad of issues that commonly arise in a band.

    I'll leave tax planning to the CPAs and personal liability to the litigators.

    The most persuasive reason to enter into a band agreement, IMO, is the clarity it can provide. An agreement can flesh out problems before they become problems and can offer effective dispute resolution mechanisms when problems arise. However, most bands I know try to avoid band agreements because, if done properly, they can break up the band before they get started ;-) I can't tell you how many artists/managers never ended up working together because the relationship blew apart over the management agreement. I truly believe many of those relationships would have worked out fine if they just started working together first. However, I certainly understand why some people push for paperwork upfront ...................... and appreciate them doing so since it helps support my wine habit.

    Below are some of the issues to think about in connection with a band agreement:

    1. Who controls the band name for purposes of recordings, merchandise, etc.? This is one of the most litigated issues in band disputes. Is the name an asset of the partnership or does one person own it and license it to the partnership? What happens if one member leaves, or if 2 of 4 people leave the band to form a new band, etc.?
    2. How are band members terminated? Is there a buyout, do they remain responsible for band liabilities, etc.?
    3. How are band members hired?
    4. How are representatives (e.g., an attorney, manager, etc.) hired/fired?
    5. Who can incur band expenses and how are they repaid?
    6. What contributions (financial/property/otherwise) are required from band members?
    7. How can the band agreement be amended?
    8. Are their spousal issues (e.g., spousal interests in the band created by community property laws thereby giving the spouse a say in band matters)?
    9. What happens upon the death, disability, etc. of a band member?
    10. Can a band member assign their interest to someone?
    11. How are disputes resolved?
    12. How does the money get distributed? Is everyone equal partners or do some members bring more “value” to the band? Historically, the “all for one approach” only tends to work when there isn’t much money at issue. It’s also problematic when there is one main writer.
    13. Are there special services, jobs, etc. that a certain member has?
    14. How are decisions regarding the band made?

    It should be noted that even in the absence of a written agreement, many bands operate under the general partnership law of their state (and the consequences that flow from it without) even realizing it. For example, general partners are usually liable for debts and liabilities arising from the negligent acts of all partners. You better hope you're never in a band where a member's action sets a club on fire and kills people.

    Finally, while each band member should ideally seek independent legal counsel, that’s not always possible. However, different band members may have different interests which can give rise to conflicts of interests for one attorney. That is, an attorney is supposed to advocate on behalf of the client, but how can one attorney advocate on behalf of two people who can't agree?

    Hope this helps.

    Best,
    MA
     
  9. very interesting post, thanks for the free advice that probably would have cost me $100-200! I didn't know that the old band operated as a general partnership... that might be something i need to think about if the re-issue of our old album starts to generate some real cash flow.

    I'll post the contract here so those interested can read it. If you find any parts useful, feel free to take them. It's basically set up to have a band democracy where either majority rules or a unanimous vote is required for a decision or a change. I say unanimous because we're a 3 piece and i'd hate for the same person to keep getting overruled on stuff, get mad, and quit.



    Member Agreement

    This agreement covers the major areas of the band in case of a member departure or band dissolution. It also covers other aspects of band management. The agreement is between xxxxxx, xxxxxx, and xxxxx.

    The definition of “Band” means whoever the members of the band are at any given time at the present.

    “Music” is defined as any material written or recorded for the purpose of performance or recording.

    MUSIC:

    All music and lyrics are the property of band, unless rights are owned by another label or entity. After writing a song any contributions made by members become property of band and not of the member who created them, unless a specific written agreement signed by the members of band is created.

    MERCHANDISE:

    All merchandise (cds, records, shirts, stickers, pins, and any other form of saleable goods) are owned by band, regardless of how it was paid for (band fund or personally) unless otherwise specified. Money generated by the sale of merchandise goes to band unless specified otherwise. Royalties paid from sales of merchandise, music, or rights by third parties also goes to band unless otherwise specified.

    PROPERTY:

    All property, paid for out of the band fund or by member contribution, is owned by band unless specified otherwise by this agreement. This includes items like the trailer, band equipment, and items related to the sale of merchandise. band property is to be considered anything not a resale good or music.

    DECISION MAKING:

    Decisions regarding the purchase of merchandise or property over $50 must be made with all members in agreement. Purchases under $50 can be made with a majority vote. In cases of financial hardship an exception can be made to purchase decisions. Other decisions considered to be “major” must be in made with all members in agreement. A major decision includes show dates, location of recording studio, artwork, label offers, practice night, and other decisions that significantly affect the day to day operation of the band. Minor decisions are considered to be non-essential to the band’s operation, such as your selection of equipment, unless found to significantly affect the band’s operation.

    Decisions that are made should be considered final unless sudden or unforeseen circumstances of financial hardship, illness, injury, employment, family priorities (family illness or children) or a unanimous decision overrides it.

    BAND FUND:

    It is necessary to maintain a cash reserve for purchases to be made by the band. This cash reserve can come from merchandise or property sales, or any other outside sources. Income may also be held in another form, such as a paypal account. The money is to be controlled by one individual, to be elected in a unanimous decision by the members. This is to insure personal responsibility for the money so no confusion can be had in case of discrepancy.

    A statement of all money will be made available upon any members request at any time. Detailed recordkeeping (log, receiepts) shall be maintained and is open to inspection at any time by any member. A change in the individual controlling the money can be made by a unanimous decision by the other members. Any individual found to have a discrepancy in money during their watch shall pay back band the amount of the discrepancy within 30 days of discovery, unless a legitimate explanation can be found, such as theft or robbery.

    MEMBER RIGHTS:

    Any member with an issue that significantly affects the day to day operation of the band has the right to at least one formal “sit down” with all the other members to try to resolve the issue. If the member should make a good faith attempt to rectify their issue some leniency should be granted, as it is understood that temporary situation will arise. If the issue continues to be a problem, then a member can be voted out by a unanimous decision.

    It should be understood that this is a last resort option and only to be used in severe circumstances where the member’s issue affects things like live/studio performance, attendance at practice, negative personality or addiction problems, theft, legal issues, or causes the band to be seen in a manner which significantly affects the band’s progress and/or reputation. The member reserves the right to appeal the decision by seeking an appropriate channel to rectify the situation (rehab, counseling, change in work schedule) and has 30 days to resolve the issue to the satisfaction of the other members.

    Any member voted out of band by a unanimous decision by the other members loses all rights to their equal share of merchandise, property, cash on hand, or revenue from the sale of merchandise, music, or property, unless otherwise agreed upon by a unanimous decision of the remaining members.

    Situations involving illness, injury, financial hardship, or other unforeseen/uncontrollable circumstances significantly affecting the member’s participation will be voted on by the other members. If a unanimous decision is reached that one of the above has occurred the member will be asked to step down and will retain rights as outlined under DISSOLUTION.




    DISSOLUTION:

    Should the band come to a mutual agreement to dissolve all merchandise shall be split equally among the members, including cash in the band fund and any income generated from the sale of property. Future revenue from sales of merchandise, royalties, or other sources of revenue from a third party will be accounted for and paid out by a member to be elected at the time of the dissolution. Any future revenue should be paid out in monthly installments or when individual payments are more than $50. Payments can be made in cash or through another approved source such as paypal. All members reserve the right to request and receive payment at any time. Payments will continue until band no longer receives income, contracts expire, or both. The representative elected to control the payouts and revenues will be subject to the same standards as underlined in BAND FUND.


    This is a legally binding contract and should be considered as such. The undersigned retain the protections outlined above and agree to the rights and limits placed on them as members. This contract can be amended or changed at any time with a unanimous decision by the undersigned.

    (signatures)
     
  10. Stumbo

    Stumbo Wherever you go, there you are. Supporting Member Commercial User

    Feb 11, 2008
    Cali Intergalactic Mind Space - always on the edge
    Song Surgeon slow downer software- full 4 hour demo
  11. QORC

    QORC

    Aug 22, 2003
    Elberon, New Jersey
    I don't think your contract is bad at all! I wish mine had one -- but things are too now set it stone to go back and it would cause upset. But I think we could avoid some of the behind-the-back grumbling if we spelled out more clearly how band decisions were made.

    I don't think you're asking too much. If people can't live with these basic terms, you don't want them anyway.
     
  12. IanStephenson

    IanStephenson UnRegistered User

    Apr 8, 2006
    For most local/gigging bands it would probably be too much hassle, but you say you've got label involvement, including some that will generate ongoing "band revenue", rather than just getting cash for a gig and splitting it.

    While I'm sure there are elements of the contract that could be modified/negotiated (for example if I play on a recording, and/or pay towards it, I'd want to retain some rights if I was kicked out, but would accept that my share should be reduced as I'm no longer activly promoting it. I'd also want my share of the assets to be bought out, rather than simply stripped from me) I can't see how you could operate a band at that level, without some kind of contract. Money is being earned and distributed, so that needs to be clarified.
     
  13. if you can't say it on one sheet of paper, it needs to be edited.

    Good if you're making loot..

    I like a short one describing who owns what and how cash is distrubuted.

    For more than 3 folks makes sense.

    Congrats on not having your band implode
     
  14. TheVoiceless

    TheVoiceless

    Jun 11, 2008
    New Jersey
    When money and earnings are involved its best to have a written agreement. Even if they don't sign it they need to agree to it. And if they say that it takes the fun out then show them the play ground. Swings never ask for a contract. Ask them fools if they would ever expect a label to give you 30,000 to record an album without a contract? Stick to your guns. Remember we all are replaceable. So if they don't sign, C YA LATER!!!!!
     

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