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Paul Gardner, Esq.
www.thegardnerlawgroup.com
www.myspace.com/entertainmentesq
(410) 545-0470
Remember grade school and middle school? Yeah, that place where you were taught the basics of the English language. Well, in law school attorneys are taught a secret language for contracts called legalese and for the first time ever, I have been authorized to disclose to you some of the terms as they pertain to entertainment law!
Easy Ones
1. “Audiophile Recording(s)” “LP’s” or “Phonecards”- Old term for a record, CD or tape.
2. “Pursuant to the receipt of a Financial Instrument”- when money is actually received, as opposed to when the K says you will be paid. There is a Big Difference.
3. “Commercially Satisfactory Master”– an album the record company feels they can easily sell without much effort.
4. “In perpetuity throughout the universe”-any place you can think of until the end of time itself. Covers all possible territory where any money might be made.
Advanced Language: Loophole Creators
1. “Notwithstanding anything herein contained to the contrary”- Creates loophole by creating an exception to what is fundamentally promised in the agreement. The exception created will often be brutal and costly.
2. “Except as otherwise hereinafter set forth”-Upon seeing this carefully scan the rest of the contract to find exceptions to what is about to be promised in the second half of the same sentence. “Except as otherwise hereinafter set forth, artist will be paid of 100% of sales.”
3. “Notwithstanding the foregoing”- What follows is an exception to what was just said a moment ago. More stuff for the artist to do.
4. “Without limited the generality of the foregoing, the Artist hereby”- The words following this phrase should be taken to have the broadest possible interception. Means, “plus anything else I can’t think of right now”.
Advanced Language: Confidant Instillers
1. “Shall be completed in a timely fashion”- When seeing this: use caution. Contract’s that use this language are trying to keep time subjective, often for the benefit of the party offering the contract. Example: “The recording of the album shall be completed in a timely fashion.” Who decides what timely is? -- The one who has the checkbook! A fair agreement spells out time frames precisely!
2. “Approval from Artist will not unreasonably be withheld”- This phrase prevents the artist from holding out too strongly; covers art, tour support and marketing decisions.
3. “Prior to the expiration of the applicable period”- This would be relatively harmless except that figuring out when the “applicable” period begins and ends in most recording contracts can be confusing. Most often used to extend a two-year contract so that it turns into a four or five-year contract.
4. “The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof”- If one item in the contract is later deemed invalid or illegal, the rest of the contract will still be in effect. “This gives the label a license to throw all kinds of junk into the contract that they know is unconstitutional.” If a judge later determines that one clause is completely enslaving, then the artist will still be bound to produce and perform for the company.
5. “Company shall give reasonable notice of”- Visually pertains to the label’s legal requirement to send an artist relevant information, likely royalty statements! But this phrase simply means effective upon dispatch. Good contract’s will insist on “registered mail” as reasonable notice.
To read more pick up the current issue of Crunk Magazine
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