chunter
Offline
Brunswick, GA USA

First thing's first:

I am not a lawyer. If you do not understand what is discussed in this topic and a contract is presented to you, seek proper legal advice, preferably from an attorney familiar with entertainment law. This information is not legal advice, and no-one who posts in this topic can be held liable for actions taken because of information posted here.

My background regarding this topic:

A majority of what I write here is based on what I was taught in two college classes, one specifically about music business law, the other about performance taught by someone who has a lot of experience selling records and touring, combined with my own and some friends' attempts to get work making rock and pop music.

Inspired by:

The clamor that tends to come every time someone starts a thread that says "I want to use somebody's music for xxxxxx."

Please don't discuss:

Copyright reform, publishing, or recording deals. There are  more suitable threads and forums for that.

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I think that a majority of the "I want to get music for xxxxxxx" threads have begun as a result of the threads started by thefly who is (was?) an agent looking for background music for GameStop commercials that exploited the feel of platform games. Most of the threads that have tried to follow thefly's model have not been high quality, so I thought it may be more constructive to explain a set of expectations that should be present as a client asking for work from an artist, or what artists should expect when clients solicit them, to make sure people don't get themselves into undue trouble or succumb to inappropriately raised expectations.

Let's begin with the most basic of basics: anytime you say "I will give you money if you do something for me" or "if you pay me I will do something for you" it has the potential to become binding. A contract is meant to help both parties keep all the payments, products, and duties sorted out so that a complete stranger can read the contract and understand exactly what is expected of the two people.

A contract must name the client(s) and the artist(s.) After explaining who the agreeing parties are, the contract must then explain exactly what the client is to do for the artist (payment? credit? promotion?) and exactly what the artist is to provide for the client. After that, the contract should have some kind of date of expiration, preferably naming the actions to be taken if the expiration date passes without one of the parties completing an obligation (often called Default.) It is helpful to also name conditions for amending or changing the contract, but it isn't always necessary if the contract is simple or short.

You may imagine, it is possible to create a contract that is missing information, or accidentally create an agreement where one side's tasks are vague, and it will be legally binding despite this problem. It is also possible to enter an agreement where the terms never expire, and it is possible to transfer rights away for life, and whether this is a good idea or not is up to you to decide. The reason I've named these properties is because if anyone is offering something to you that doesn't explain all of the above in enough detail for comfort, you should at least seek more information before you get into something you aren't ready for.

To summarize, if anyone offers to pay you for work, or before you offer to pay someone for work, make sure the potential agreement does the following:

- names all involved parties
- says exactly what the client will do and how the client will pay
- says exactly what service or product is expected of the artist
- names a deadline of some kind
- says what will happen when the deadline passes if the client hasn't paid and if the artist hasn't produced.

I hope that someone with a lot of experience in freelancing will comment and share experiences. I will make corrections as necessary if requested, so if something is wrong with the post, let me know so I can fix it.

When in doubt, seek proper legal advice.

an0va
Offline

I made a pretty detailed post in that other thread where this branched off from, but to summarize my opinions from my own personal experience in less-than-favorable freelance deals in the past before learning my lessons I might as well contribute here too. I don't by any means claim to be perfect at this at all but I really think I've developed a confident and professional approach that at least works for me at this point:

  • Know the potential market.

  • Understand how it will be distributed and where.

  • Avoid speculative work often.

  • Understand different licensing methods

  • Only do an All Rights Reserved deal if there's some serious potential for you

  • Promises of recognition and exposure are not worth their weight in gold unless you really understand how strong and large the amount could potentially be,



Also don't be afraid to write your own licensing agreements to run by clients. I have my own Exclusive and Non-Exclusive licenses which I use for all freelance gigs I do lately, and type them both out in full to the client to see which one they're interested in doing and which one their budget will allow. It usually works to get conversations going to and turns out really well when there's a firm and shared understanding.

Last edited by an0va (Sep 10, 2012 3:38 am)

ant1
Offline
uhajdafdfdfa

ah,  when you are new to chip music Aka VIDEOGAMES MUSIC  the allure of having your song in a game seems to override any common sense.

take heed ! an0va and chunter are clever guys!

also i think you will find that:

if the game is unsuccessful or particularly amateur or even never gets finished (one of these is usually the case with people posting publically looking for game music on a forum) you are quite likely to get no satisfaction from your music being used in the game (or not being used in the game because the game), so if you didn't even sort out a good contract with regard to being paid, you will feel pretty shit. quite often indie developers like to refuse to pay you because either they know their game is worthless, or because they don't like some tiny aspect of the music (edit: indie devs will never tell you what kind of music/sound they want until after you have already written all of the songs, and then they will suddenly become incredibly specific about it) and they like to micromanage everyone. if you've already written the songs this is pretty disheartening. don't let this happen to you

on the other hand, if the game becomes the next minecraft and you agreed a crap contract because you were desperate to get your songs into a game / get exposure, yes, your songs will be in a game / you will get exposure. but you will feel crap anyway because the game sells thousands of units and you don't see a penny in royalties. so don't let this happen to you

the first scenario is much more likely to happen than the second. don't agree to an unfair contract to indie developers in the hope you can piggyback them to success, because they are probably never going to get successful and they are probably going to use their lack of success as justification to screw you over.

i would also recommend never doing spec work / "competitions" unless you really feel that you can win the "competition" with not very much effort at all

and of course it's up to you if you are that desperate to Be A Video Game Soundtracker, but writing a 10 minute song for the vague chance of $100 doesn't make you the next virt or whatever

Last edited by ant1 (Sep 10, 2012 8:08 am)

PULSELOOPER
Offline
São Paulo, Brazil

Brazilian game developing companies are formed by people who think that a "retro-bgm" would ruin their games.

That being said, I don't have to worry about this matter.

chunter
Offline
Brunswick, GA USA
an0va wrote:

I have my own Exclusive and Non-Exclusive licenses which I use for all freelance gigs I do lately, and type them both out in full to the client to see which one they're interested in doing and which one their budget will allow.

It would be helpful if you have time to bullet list the highlights of your sample contracts.

I don't mean for this thread to call anyone in particular out or accuse anyone of anything in particular, I wanted to make a positive demonstration of what makes sense (for both client and artist) in a business proposal. Once you consider both sides of a deal (what client does for artist and what artist does for client) it becomes easier to recognize an unbalanced offer, and it becomes easy to remedy since all you need to do is add or remove terms to one of the sides.

2PLAYER
Offline
Rhode Island

I think this is a great topic to discuss.

First and formost, when you're contracted to make a soundtrack you need to look at it as work. Not a hobby. It is a different mindset than writing an album for your own pleasure. Like actual work or any day job, you should expect to be paid. Therefore, you should never be giving tracks away for free or without being paid first. A contract solves all these problems and it helps to let both parties know what they're in for. As for some key things to consider in your contracts: fees, album distribution rights, revenue share, schedule, just to name a few.

You should be as professional as possible and not afraid to negotiate. Do not undersell your services because you think it would be fun to have your music in a game. It sets a precedent for our community.

A big issue you should agree on first are fees including being paid a % upfront before work is started. You can set milestones along the way for other payments. This is where having a schedule will come in handy. Set a completion date, a review date, a discussion date, initial writing date. Whatever you think you'll need. Add stipulations for rework so they don't have you writing 5 OSTs rather than 1 and change.

Thats really only the tip of the iceberg and I am sure other people could elaborate.

Auxcide
Offline
The Multiverse ::: [CA, Sac]

This thread is really informative. I would like to see an example of a contract or a vague outline. I think that'd be really helpful as well.

Decktonic
Offline
Westfield, NJ

I have actually done game music contracts in the course of my career, having hired independent composers to do music for games I was producing. I'll see if I can dig one up to show you guys.

VCMG
Offline
California

This information would have been incredibly useful to me if it was written a month ago. Would've kept me from making mistakes.

If I've already started work for a client, is it too late to negotiate a contract? Right now I'm just working of off "we'll give you an unspecified amount of money up front when it's finished and an unspecified percentage of profits if it's successful."

Last edited by VCMG (Sep 10, 2012 10:56 pm)

chunter
Offline
Brunswick, GA USA
VCMG wrote:

This information would have been incredibly useful to me if it was written a month ago. Would've kept me from making mistakes.

If I've already started work for a client, is it too late to negotiate a contract?

The real answer to this question is "maybe" with a strong dependency on whether or not you have clauses allowing you to amend the agreement. You should see a lawyer if you think there is eminent danger of liability.

Part of the strategy of making sure there are default conditions in a deal is to make sure you have a way to exit if things aren't as good as you thought.

celsius
Offline
Melbourne, Australia
VCMG wrote:

This information would have been incredibly useful to me if it was written a month ago. Would've kept me from making mistakes.

If I've already started work for a client, is it too late to negotiate a contract? Right now I'm just working of off "we'll give you an unspecified amount of money up front when it's finished and an unspecified percentage of profits if it's successful."

Do you know the people personally? Are they friends of yours? If not, you're basically screwed. You can try and pull things back a bit to negotiate a contract but essentially you've already got one. You agreed to a verbal contract of unspecified returns.

egr
Offline
Abandoned on Fire

We had a similar discussion during my ill-informed t-shirt design contest (contest meaning spec work I now know)

Link: http://chipmusic.org/forums/topic/5541/ … -winner-o/

One good thing that came out of that (besides Keff's awesome design) was this outline of how a contest of this nature should actually be structured by The Graphic Artists Guild.  I think I followed all the recommendations.

Link to that: https://www.graphicartistsguild.org/res … petitions/

VCMG
Offline
California
celsius wrote:
VCMG wrote:

This information would have been incredibly useful to me if it was written a month ago. Would've kept me from making mistakes.

If I've already started work for a client, is it too late to negotiate a contract? Right now I'm just working of off "we'll give you an unspecified amount of money up front when it's finished and an unspecified percentage of profits if it's successful."

Do you know the people personally? Are they friends of yours? If not, you're basically screwed. You can try and pull things back a bit to negotiate a contract but essentially you've already got one. You agreed to a verbal contract of unspecified returns.

Damn. Oh well, I guess I'll just learn from this and keep it in mind next time.

chunter
Offline
Brunswick, GA USA
egr wrote:

One good thing that came out of that (besides Keff's awesome design) was this outline of how a contest of this nature should actually be structured by The Graphic Artists Guild.  I think I followed all the recommendations.

Link to that: https://www.graphicartistsguild.org/res … petitions/

Those are good guidelines indeed...

Auxcide
Offline
The Multiverse ::: [CA, Sac]

The Graphic Artists Guild, or GAG, has such an awesome logo.

I'm finding everything on here very informative.

Decktonic
Offline
Westfield, NJ

I'm sorry, I don't have my old contract anymore (my account with all my documents was deleted when I was let go), but my contracts with musicians were basically:

- Names of both parties involved, hereinafter referred to as "Company" and "Contractor"
- Description of work, including exact # of songs to be composed and # of sound effects requested, whether to be created or just purchased on our behalf
- A cost breakdown, provided by musician to be agreed upon in the contract, of price per song, and price for hourly work applied toward sound effects, with an estimate of how long that would take
- A clause making it clear that additional work requests from the Company would require an additional statement of work
- A statement of how soon we were expected to pay once the work was delivered, and if we were to pay any portion up front

Usually in these contracts, we would only be responsible for paying the final total amount calculated in the contract, even if the musician ended up doing more work. If they hit their limit of what they estimated and needed to request more money, they would have to come to us to reevaluate the contract / make an amendment before doing more work, to guarantee they would get paid.

Basically, my advice is this: don't ever feel like you are being too difficult to work with, just because you are requesting proper contracts and documentation of the work you'll be doing. It's business. People do paperwork all the time. If anything, it shows them that you are professional and you take your work seriously. If they don't want to deal with contracts, you need to ask yourself whether you want to work with people that won't treat you like a professional. That choice is up to you.

Hope that helps.

Last edited by Decktonic (Sep 11, 2012 2:23 am)