Week 4

Question 1

A & R

Answer 1

Artists and repertoire (A&R) is the division of a record label or music publishing company that is responsible for talent scouting and overseeing the artistic development of recording artists and songwriters.

Question 2

Compliance Clause

Answer 2

Contract provision requiring signatories to comply particular requirements of law or provisions of a separate agreement, generally a collective bargaining agreement. In recording contracts, the artist are generally required to be active members of the appropriate performers union.

Question 3

Controlled compositions clause

Answer 3

Provisions in recording contracts whereby the recording label avoids or reduces its obligation to pay mechanical royalties on compositions controlled by the recording artist.

Question 4

Cross-Collateralize

Answer 4

is a term used when the collateral for one loan is also used as collateral for another loan. If a person has borrowed from the same bank a home loan secured by the house, a car loan secured by the car, and so on, these assets can be used as cross-collaterals for all the loans.

Question 5

Cue Sheet

Answer 5

Log maintained by broadcasters, on a day by day basis, listing music played on the air, for purposes determining royalty payment due.

Question 6

Delivery

Answer 6

The actual handing to another of an object, money,document or other thing.

Question 7

Ephemeral

Answer 7

lasting for a very short time.

Question 8

Fiduciary relationship

Answer 8

is a person who holds a legal or ethical relationship of trust with one or more other parties (person or group of persons). Typically, a fiduciary prudently takes care of money or other asset for another person.

Question 9

Fourwall

Answer 9

To take over a venue entirely, by contract, for the purpose of producing a concert or other presentation. Under a four wall agreement, the landlord usually receives a fixed sum as rent plus a percentage of revenues, while the producer or promoter is responsible for staffing, maintaining and operating the venue during the term of the agreement. The practice is generally refers as to “fourwalling”

Question 10

Free Goods

Answer 10

Saleable merchandise delivered by record companies to retailers, ostensibly without charge. Since recording contracts generally provide that royalties are only paid for which albums are “sold”, the artist recieves nothing for these “free goods”, which are really no more than trade discount to volume retailers. See “actually sold” and “creative Accounting”

Question 11

Grand right

Answer 11

Performance right in dramatic work of musical composition.

Question 12

indemnify

Answer 12

compensate (someone) for harm or loss.

Question 13

Karaoke

Answer 13

a form of entertainment, offered typically by bars and clubs, in which people take turns singing popular songs into a microphone over prerecorded backing tracks.

Question 14

Key Man Clause

Answer 14

Contract provision which allows artist to terminate contract with label in the event that certain expressly named employee of the label. (e.g., particular producer, A&R, or anyone who the artist believed is essential to their success) becomes unavailable to work with the artist, either by termination or their employment, or otherwise. Generally, provision is intended to allow the artist the option to follow such designated person to his or her new employer’s label.

Question 15

Lease

Answer 15

Written agreement in which the owner of property grants the use of that property to another for consideration and for fixed period of time.

Question 16

Letter of direction

Answer 16

Instruction specifying the manner in which all or part of an obligation is to bed paid, and to who,. Generally a letter of direction is used to provide direct payments to a manager or other person contractually entitled to receive a portion of an artist royalty payments.

Question 17

Loan Out

Answer 17

Arrangement in which an entity, such a corporation, enters into contract wherein it agrees to provide the other party with services of an artist or other person. Usually the contracting entity is owned or controlled by the person whose services are being lent out, who is personally a party to the loan-out agreement are generally used for tax-and estate-planning purpose. (see “side letter”)

Question 18

One sheet

Answer 18

is a single document that summarizes a product for publicity and sales.

Question 19

One Stop

Answer 19

Indirect distributor which buys albums in moderate quantity from a label or distributor, and then resells them in a very small quantities to independent retailers, at a markup. One stop are often purchasers of “cutouts

Question 20

Operating Agreement

Answer 20

Multi-party agreement between members of a limited liability company which sets forth and governs the nature and operations of that company.

Question 21

Ostensible agents

Answer 21

a person who has been given the appearance of being an employee or acting (an agent) for another (principal), which would make anyone dealing with the ostensible agent reasonably believe he/she was an employee or agent.

Question 22

Owner

Answer 22

One who has legal title or right to property, beyond mere possession, custody, or control

Question 23

Partnership

Answer 23

A business enterprise owned by two or more individual. In this most basic from. It is more property referred to a “general Partnership” to distinguish it from more comlex forms of partnership, such as limited partnership and limited liability partnership.

Question 24

Payola

Answer 24

in the music industry, is the illegal practice of payment or other inducement by record companies for the broadcast of recordings on commercial radio in which the song is presented as being part of the normal day’s broadcast.

Question 25

Per Diem

Answer 25

By the day refers to a daily allowance for cost or expenses, paid in addition to earned salary.

Question 26

PKA

Answer 26

Acronym for “professionally known as” A professional stage name used by a performer, in lieu of his or her real name.

Question 27

Play or Pay

Answer 27

Contract provision which requires that liquidated damages be paid by or on behalf of a performer in the event that no performance is given when scheduled or requested

Question 28

Power of Attorney

Answer 28

the authority to act for another person in specified or all legal or financial matters.
a legal document giving power of attorney to someone.

Question 29

PPD

Answer 29

In the music industry, the Published Price to Dealer (PPD) is the wholesale unit price of a recorded work. It is often used in recording industry contracts as a basic figure for defining royalty shares.

Question 30

Recoupment

Answer 30

Right to recover sums previously expend by deduction from sums otherwise due to another. In the music industry music can be on an album-by-album basis or on a contract basis. In the latter, epenses (e,g., advances) incurred in regard to one album may be recouped later from sales of a subsequent album.

Question 31

Reimbursement

Answer 31

Repayment of a previously expended sum

Question 32

Return allowance

Answer 32

Provision in recording contracts permitting record label to withhold a stated percentage of earned royalties to allow for possible returns or previously distributed copies not sold at retail

Question 33

Reuse Fee

Answer 33

Fee repayable to performers on a recording when that recording is subsequently used in a different medium.

Question 34

Reversion

Answer 34

Return to the original owner (or successors) of rights benefit or property previously conveyed.

Question 35

Satisfactory

Answer 35

That which is sufficient to the purpose for which it is intended. (but see,”technically satisfactory”

Question 36

Shopping Agreement

Answer 36

Authorizing another, for a fixed term, to act as agent for the purpose of solicitating potential purchasers of a composition or a recording for an artist or group.

Question 37

Side Letter

Answer 37

Written, binding promise by an individual to perform services which are to subject of a separate agreement to which are the subject of a separate agreement to which the individual is not personally a party

Question 38

Side Man

Answer 38

A non- principal musicians performing in or with a group.

Question 39

Sole Proprietorship

Answer 39

Business owned by a single person or household, which is personally liable for the business obligations

Question 40

Split Advance

Answer 40

An advance which is payed in two or more installments

Question 41

Step Out

Answer 41

Short, featured performance by one or more musicians or vocalist during performance in which they are otherwise non-featured. under union contracts, step- out performances are entitled to additional, above scale payments.

Question 42

Suggested retail list price

Answer 42

An approximation of the price at which retailers will, on average, sell product. It is used for a reference amount in negotiating artist royalties.

Question 43

Techically satisfactory

Answer 43

Phrase used to establish delivery conditions for recordings, requiring merely that they be properly recorded and reproducible, without reference to their artistic merit.

Question 44

Tie-in

Answer 44

Form of merchandising or promotion in which an artist’s or projects name and likeness are used in connection with commercial product which is otherwise unrelated to that artist or project. Tie-ins are distinct from endorsement (where an artist’s name is used to advertise a product ostensibly used professionally by the artist) and from merchandising (where the product is actually centered around the artist or project)

Question 45

Unilateral

Answer 45

By one person or entity, acting alone.

Question 46

Universe

Answer 46

Album or project which is not earned sufficient revenue to offset advances and other accrued expenses.

Question 47

Uplift

Answer 47

“Markup” Upli ft is frequently applied as a factor to adjust wholesale prices and royalties based on that price.

Question 48

Venture Capital

Answer 48

Capital invested in a project in which there is a substantial element of risk. In consequences of that risk, venture capital arrangements often require that the investor receive a substantial ownership interest in the project(equity finance) as well as preferential recoupment of the investment.

Question 49

Warranties & representations

Answer 49

That portion of a contract in which a party recited certain facts, represents that such facts are true, and assures the other party that those facts may be relied upon. In recording contracts, these generally relate to ownership of a group name, copyright ownership, and full disclosure of any prior, competing obligations.