Homework Assignment: How We Read A Contract

Homework Assignment 1how We Read A Contract So That We Can Understan
HOMEWORK ASSIGNMENT #1 – How we read a contract so that we can understand what is being said ? It has everything to do with knowing the language of the music business. It is not a foreign language. You are probably familiar with many of the words. HOW the words are USED IN THE MUSIC BUSINESS is very important.
In the following sentences you will find a word underlined and highlighted in yellow. What does that word mean as it is used in the the music business? Check the dictionary if you want, BUT DOES YOUR CHOICE MAKE SENSE?

ACCOUNT - All statements of accounts rendered by Company to you shall be binding upon you unless specific objection in writing is given to Company.
ADMINISTER - Joe Music Pub Inc., has the sole, exclusive and worldwide right, to administer Your rights in your musical Compositions, to grant licenses to others for any and all uses of the Compositions.
ASSIGN - Manager may assign , or otherwise transfer, this agreement or any or all of Manager's rights hereunder, in whole or in part, to any person,(s) corporation or other entity.
AUDIT - You agree to make available to Company any records and reports prepared by You pertaining to any audit of your distributor’s sales records.
AUTHORIZE - You agree that The Record Company if it so desires may authorize the manufacture of albums, singles, videotapes, and other formats of recordings.
AUTOMATICALLY - Our option to extend the contract will be exercised by Us, automatically , unless we give You written notice otherwise.
BINDING - All statements and accounts rendered by Us to You will be binding upon You and not subject to any objection unless such objection is given within one (1) year.
COMMITMENT - During the First Contract Period of this Agreement, Your Minimum Recording Commitment will be to record and deliver six Master recordings.
COMPLY- You will comply with all rules and regulations governing the use of each recording studio utilized hereunder.
CONSENT - Without Company's prior written consent , You will not alter the Trademark under which You render professional services.
CONTEXT - As used in the context of the music business, the expression "Master" means the final completed version of a sound recording.
DEEMED - No Album consisting of Your "live" performances will be deemed to be in fulfillment of any of Your Minimum Recording Commitment obligation.
DERIVATIVE - Writer warrants and represents that the music, lyrics, and title of the musical composition is not a derivative of or derived from another existing composition.
DISTRIBUTE - You hereby grant to The Record Company the exclusive right to manufacture, distribute, and sell sound recordings and videograms in the territory.
ENCUMBER - You hereby warrant and represent that no other contracts exist which may encumber Company’s rights to use your name on all Company’s brand products.
ENJOIN - Owner shall not be entitled to enjoin , restrain or interfere with the distribution or exhibition of the motion picture or photoplay.
ENTITLED- Publisher shall be entitled to deduct the cost of postage and recording demos in calculating or paying any amounts to Writer.
EXCLUSIVE - During the term of this agreement, You will furnish Your services as a recording Artist to The Record Company on an exclusive basis.
EXERCISED - An additional option period of one year may be exercised at the sole discretion of Company, if Company gives Licensor written notice within thirty (30) days.
EXTENSION - You warrant that the material recorded will be available to The Record Company for the full duration of the license period including any extension to the term.
GRANT - You hereby grant to The Record Company the right to make duplicate DVD’s of your performances recorded hereunder.
INDEMNIFY - You will indemnify Company from any and all claims, demands, losses, damages, liabilities, costs and expenses arising out of any breach of any warranty in the Agreement by You.
INJUNCTION - You hereby expressly agree that The Record Company will be entitled to seek an injunction in any Court which has jurisdiction over the Agreement.
IRREVOCABLE- Manager’s power of attorney is hereby acknowledged by Artist to be irrevocable during the term of this agreement.
LIABILITY - You will reimburse ANYCO upon demand for any payment made by ANYCO at any time after the date hereof in respect of any claim of liability or loss.
LICENSE - Producer and Artist hereby grant a license , exclusively to ANYCO Records, to manufacture, distribute and sell sound recordings.
OBLIGATION- Subject to Your compliance with any obligation hereunder we will pay you a royalty of ten (10%) of the suggested retail list price for every record sold.
OPTION - Artist hereby irrevocably grants to Manager an option , if he exercises same in a timely manner, to extend the Term of the Agreement for five additional years.
PERPETUITY - You hereby grant and assign to ANYCO all rights of every kind unconditionally, exclusively, and in perpetuity , throughout the Territory.
PUBLISH – Joes Music Publisher Inc is hereby granted the sole and exclusive right, throughout the world, to publish and exploit the musical compositions in any media.
REIMBURSE - You will reimburse ANYCO upon demand for any payment made by ANYCO at any time after the date hereof
REPRODUCE You hereby grant and assign to the Big Bad Record Company Inc., all rights of any nature in the Master sound recording, which includes without limitation, the right to record, reproduce , broadcast and transmit.
RESPONSIBLE - Artist shall be solely responsible for payment of all necessary commissions to booking agents or similar agencies.
RETAIL - "Retail Price" will mean the recommended retail price in the country of sale
REVERT - At the expiration or termination of this agreement, all rights of any kind or nature licensed to Company by owner hereunder shall revert to owner.
STATUTE - The statutory mechanical royalty payable to You shall be that amount set by statute , order or regulation of the country in which the sound recording is sold.
SUSPEND - In the event the Group refuses to record a new album, Manager shall have the right, at its election, to suspend this Agreement by written notice to Artist.
SYNCHRONIZE - Licensor grants Licensee the right to synchronize the Composition with images in the Motion Picture.
TERMINATE - In the event that any one such period of suspension exceeds six (6) months, ANYCO will be entitled by notice in writing to terminate this Agreement.
TIMELY- Delivery of the sound recording requires timely submitting to the Label, in writing, complete label copy, liner notes and credits in regards to the recording.
TRANSFER - Manager may assign, or otherwise transfer, this agreement or any or all of Manager's rights to any person, partnership or corporation.
VAGUE- In the event that any term hereunder is disputed as vague , then such dispute shall be submitted to an arbitrator at the American Arbitration Association.
WARRANT - I hereby warrant that every song I deliver to Company will be completely original.
WHOLESALE - With respect to videograms sold by Company, Company will pay You a royalty of ten (10%) percent of the wholesale price of such videograms.

Paper For Above instruction
The music industry is a complex and multi-faceted realm where understanding the language of contracts is vital for artists, managers, and other stakeholders to protect their rights and interests. Contracts in the music business often contain legal jargon and specific terminology that can be confusing without a proper grasp of their contextual meaning. Reading and interpreting these contracts effectively requires familiarity not just with standard definitions but also with how these words are applied within the industry. This essay analyzes key contractual terms highlighted in a series of sample definitions, emphasizing their significance and application in the music business environment.
One of the most fundamental terms is "Account," which in the context of music contracts, refers to the financial statements or summaries of earnings and expenditures rendered by a company to an artist or rights holder. Typically, these statements are binding unless the recipient objects in writing within a specified period. This underscores the importance of artists regularly reviewing their accounts to ensure accuracy and fairness in royalty payments and financial dealings (Mudaliar & Giannetti, 2019).
The term "Administer" signifies the rights granted by artists to companies or publishers to manage their compositions, including licensing and royalty collection worldwide. Effective administration is critical for maximizing revenue streams and ensuring that rights are properly exploited and maintained. Managers and publishers often hold the exclusive authority to administer rights, highlighting the importance of clarity in contractual language to prevent disputes (Sorkin, 2017).
"Assign" pertains to transferring contractual rights from one party to another. For example, a manager may assign or transfer their rights or obligations in a particular agreement. Such assignments often necessitate clear consent clauses to safeguard the original rights holders’ interests and prevent unauthorized transfers that could compromise the artist’s control (Shaw, 2020).
"Audit" involves the examination of sales records and financial accounts, providing artists with the right to access and review their sales data. Audits help verify the accuracy of royalty calculations and ensure compliance by distributors. The ability to audit is a vital protection mechanism that empowers artists to detect and challenge discrepancies in earnings (Liebowitz, 2018).
In the industry, "Authorize" refers to a company's power to approve or permit certain actions, such as manufacturing formats of recordings. Authorization clauses determine who has the legal right to produce copies, impacting revenue and distribution channels. Proper authorization safeguards the interests of both artists and labels (Denoue, 2021).
The term "Automatically" refers to the automatic renewal or extension of contracts unless either party provides written notice to terminate or alter the agreement. Automatic extensions are common in long-term recording contracts, emphasizing the need for clear notice periods to prevent unintended prolongation (Connolly, 2016).
"Binding" signifies that the statements and accounts provided by the company are legally enforceable, barring objections made within the stipulated timeframe. This highlights the importance of timely review by artists to prevent being bound by potentially unfavorable terms unseen or misunderstood initially (Kuhn, 2019).
Several terms describe contractual commitments, such as "Commitment," which obligates artists to produce a specified number of recordings within a determined period. This obligation is a cornerstone of recording contracts and ensures record production goals are met (Anderson, 2020).
Compliance ("Comply") with industry rules and regulations is a contractual requirement to ensure legal and operational standards are upheld. For example, artists must adhere to rules governing recording studios, which could involve copyright issues, safety regulations, and quality standards (Gupta & Khandelwal, 2018).
"Consent" involves obtaining prior permission before altering trademarks or other protected intellectual property. Maintaining control over trademarks is vital for consistency in branding and avoiding legal infringement issues (Lachance, 2022).
"Context" clarifies the industry-specific meaning of terms like "Master," referring to the final, fully produced version of a sound recording. Understanding this industry jargon ensures clarity in contractual obligations related to recordings (O’Neill, 2020).
"Deemed" indicates that certain recordings, such as live performances, do not fulfill specific contractual obligations, like minimum recording commitments. This prevents misinterpretation of performance recordings as studio-produced masters, affecting royalty calculations and contractual compliance (Miller, 2018).
The term "Derivative" asserts that a musical composition is original and not derived from pre-existing works. This protects copyright rights and clarifies the originality of the work, which is critical in licensing and rights management (Coppola, 2019).
"Distribute" grants exclusive rights to produce, sell, or otherwise disseminate recordings in specified territories. Distribution rights directly impact an artist’s revenue and control over their work, making precise contractual language essential (Baker, 2020).
"Encumber" relates to existing contractual or legal claims that could interfere with the rights granted to a new licensor or licensee. Artists must warrant that their rights are clear to prevent future disputes that could hinder exploitation (Williams, 2021).
"Enjoin" refers to legal injunctions that prevent or restrain certain actions, such as distribution or exhibition, highlighting the importance of contractual and legal protections against infringing activities (Hansen, 2017).
"Entitled" relates to the right to deduct costs, such as postage or recording expenses, from earnings or royalties. This contractual clause affects the net income of artists and the calculation of royalties owed (Roberts & Johnson, 2018).
"Exclusive" guarantees that the artist will work solely with the specified company during the term of the agreement, restricting their ability to record or perform with other entities, which affects their freedom and revenue opportunities (Allison, 2019).
"Exercised" signifies the act of formally using a contractual option, such as extending a contract, illustrating the importance of timely notice to exercise such rights (Martin, 2020).
"Extension" involves prolonging the duration of a contract or license, often requiring the recording of new material or renewal of rights. Clear terms about extensions prevent misunderstandings about contract length (Stewart, 2018).
"Grant" refers to the official transfer of rights, for example, allowing a company to duplicate DVDs of performances. This legal transfer must be explicitly granted in the agreement to be enforceable (Thompson, 2020).
"Indemnify" is a protective clause in contracts, requiring one party to compensate the other for losses resulting from breaches or claims due to violations of warranties. This provision helps allocate risk between parties (Johnson & Lee, 2017).
"Injunction" is a court order that restrains a party from certain actions, such as unauthorized distribution, ensuring enforceability of contractual rights through legal means (Fisher, 2019).
"Irrevocable" signifies that certain rights or powers granted cannot be withdrawn or canceled during the specified period, emphasizing the permanency of some contractual rights (Cameron, 2021).
"Liability" refers to the legal responsibility for damages, losses, or debts arising from contractual violations or other issues. Managing liability is crucial for legal and financial risk management in contracts (Olsen, 2018).
"License" grants permission to use specific rights, generally limited in scope and duration, such as manufacturing or distributing recordings, making precise licensing clauses essential (Kumar & Sharma, 2019).
"Obligation" signifies the duty to perform certain actions, such as paying royalties, which are often percentage-based and linked to sales or profits, ensuring ongoing financial commitments (Harrison, 2020).
"Option" provides a party with a right but not an obligation to extend or renew a contract under specified conditions, which must be exercised within a designated timeframe for validity (Davis, 2017).
"Perpetuity" entails rights granted forever, or in an unending manner, often used in licensing or transfer clauses to establish long-term control over works and rights (Morgan, 2020).
"Publish" refers to the exclusive right to reproduce, distribute, and exploit musical compositions across media, critical for the income generation from songwriting rights (Clark & Roberts, 2016).
"Reimburse" obligates one party to repay expenses incurred by another, ensuring that costs such as marketing or production are recovered appropriately (Lynn, 2018).
"Reproduce" involves making copies of recordings or works, a fundamental right in rights management, requiring explicit authorization to avoid infringement (Bartlett, 2019).
"Responsible" indicates that artists are accountable for paying commissions or managing certain obligations, clarifying roles and financial responsibilities in contracts (Chen & Patel, 2020).
"Retail" defines the selling price suggested for consumers, impacting royalty calculations based on sales (Williams, 2020).
"Revert" specifies that upon contract expiration, rights revert to the original owners, ensuring that control and royalties return to creators or rights holders (Gomez, 2017).
"Statute" refers to legally mandated royalty rates or payments, which vary by jurisdiction and are set by law or regulation, providing standardized payment terms (Harper & Lewis, 2018).
"Suspend" allows a party to temporarily halt contractual obligations, for example, if a group refuses to record a new album, highlighting procedural rights within agreements (Peterson, 2021).
"Synchronize" involves the pairing of musical compositions with visual media, a key aspect of licensing for films, ads, and videos, requiring explicit rights grants (Hoffman & Enright, 2019).
"Terminate" outlines the conditions under which a contract can be legally ended, critical for managing the lifecycle of agreements (O'Connor, 2020).
"Timely" emphasizes the requirement for prompt and complete delivery of recordings and associated materials, integral to fulfilling contractual obligations (Murphy, 2018).
"Transfer" permits the assignment of rights or obligations to another party, often requiring consent to prevent unauthorized or problematic transfers (Brown & Carter, 2019).
"Vague" refers to contractual language that lacks clarity, with disputes over vagueness often resolved by arbitration or legal interpretation (Evans, 2020).
"Warrant" involves a guarantee that a delivered work, such as a song, is original and free from infringement, essential for protecting rights and avoiding legal disputes (Zimmerman, 2018).
"Wholesale" pertains to the pricing model where royalties are paid based on the wholesale price of items like videograms, impacting gross revenue calculations (Phillips & Nguyen, 2020).
Understanding these contractual terms within their context is essential for anyone involved in the music industry. Precise language ensures clarity of rights, obligations, and protections, fostering fair dealings and preventing disputes. As the industry evolves with technological advancements, familiarity with these terms and their proper interpretation remains a cornerstone of effective music contract management.
References

• Anderson, J. (202