Deal Making on Music Row, Part 4: Is the Traditional Recording Agreement Unconscionable?

 In this of Music Row Dealmakers, from composing to closing - the first of Season 2 - your hosts Barry Shrum & Dennis Disney discuss whether certain terms of the traditional recording agreement are unconscionable.  The doctrine of unconscionability is a contract law doctrine that states that a contract can be considered invalid if it is "shocking or unfair" in its wording or application. They explore the definition of unconscionability and how it applies to recording contracts, particularly in terms of leverage and bargaining power between the artist and the label. They also discuss the options an artist has if they feel they are in an unfair position when signing a recording 

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Welcome to Music Row Dealmakers, where we explore our world of making deals from Nashville's famed Music Row in the heart of Music City. We are the dealmakers. From composing to closing. Now, here's your host, Barry Neal Shrum and Dennis Disney. Well, happy New Year to all of you fellow dealmakers listening out there. We really appreciate you. Welcome to our first live podcast of 2026,
Music Row. Dealmakers as a podcast has had an excellent 2025. Our first broadcast was approximately seven months ago. We've been attempting to do it every other week for that period of time, and in total, we've given you 14 episodes of Music Row dealmakers from composing to closing. That amounts to about 999 minutes. Can you believe it? I told Dennis to tell 1 or 2 more dad jokes, and that way we would. We would hit a thousand. But Salovey Musical Dealmakers has reached listeners in 23 different countries and a total of over 400 cities all over the world, humbled by those statistics. Of course, Nashville is where most of our listeners reside in the United States. But we have, again, listeners from all
over the world, and the United States is followed by Singapore and Brazil in terms of listeners. And we also have listeners in China, Africa, Europe, and just all over. All in all, we've had a total of 889 downloads on BuzzFeed. That's our platform in 2025. So and we're now over 900. So we're approaching that next milestone of 1000. So I encourage you to hit that subscribe button. Share us on social media so
that we can surpass that goal. Let me talk now about one of our most popular episodes. That was episode 11 and in it, in our deal dealmaking on Music Row series, we discussed the Holy Grail, what Dennis and I call the exclusive recording agreement, which every artist signs with a recording label like a Sony or an
EMI. Today our discussion is going to focus again on that recording agreement, but from a different perspective. There is a contract law doctrine that's called unconscionable. And we're going to discuss the recording agreement from that perspective. We'll be right back after this break. I just want to take this time to thank our sponsor, Shure, who gave us the microphones and the equipment to bring this podcast to you. Ryan Smith, we we give you a shout out. We thank you again and we'd like to thank you, the listener, for making us successful in 2025. We appreciate you. Welcome back. Dennis and I are so delighted to have you with us for our 14th episode. The first episode, as I said earlier of 26. We're excited for Music Row dealmakers this year. Looking forward to great things. I'm Barry Neil Schram in this podcast, as always, comes to you from our offices from Disney and Associates here on Nashville's Famous Music Row. Look us up online. You can find out more information about us at WWE. If you want more information about our podcast that's at Music Row Dealmakers. Com. As always, we also encourage you to interact with us. Call 800 dealmaker DHL, MKR. 332 5657 or send us and questions@Musicrowp0dealmakers.com. So then as I'm excited to explore this concept of unconscious ability that we're going to talk about in today's episode with regard specifically to the exclusive songwriting agreement, that doctrine of unconscious ability basically says that a contract or an agreement Shocks the conscience in any ways, it might be invalid. One court said the contract has to be, quote, so outrageous and unfair in its wording or its application that it shocks the conscience or offends the sensibilities of the court. End quote. Does anything shock the conscience anymore? Well, first of all, I'm just happy to be back after
having missed the last couple of recordings being under the weather. Oh, I forgot about that. That was unconscionable. I got to tell you. Well, you were certainly on conscience, I was. I don't know about that, but I happen to be back here at the start of. Can I have you back? Yeah. Thank you. Thank you. So, does anything ever shock the conscience anymore? Man. It's tough. I got to tell you to find it. Yeah. Not that something doesn't exist out there, but I think most people have gotten probably somewhat sophisticated enough that they know they can't get away with some things. Well, you know, since the days of, um. And these have gone away. The shock jocks of the 90s, Howard Stern, you know, those kinds of people. Andrew Rice. Clay, remember the shock comedian? That was a big thing back in the 90s, because the 90s was, I guess, a gentler time compared to where we are now. I don't know. You know, it's one of those things where the more shocking you are today to get that same attention, you try to be more shocking
tomorrow. That's right. You gotta you gotta jump the the the ante or up the ante. Yeah, but but generally to to to the big degree. I think culture at large has pretty much said, yeah, we're not paying attention to some of that. It's a step too far in some cases, but I would be surprised if we could come across more unconscionable things, that's for sure. It's human nature. You know, some people will just be to be as unconscionable as you can sometimes, just for a fact. Yeah, but at this I, I said that about my father when I gave his eulogy at his funeral about 15 years ago. And he was a man of faith, but he would occasionally use a cuss word and then a colorful language. But usually that was for a fact more than anything else. And so I think sometimes what we see in culture at large is more for effect. However, when you get into contracts, it's not just for effect. I mean, it's for it's for effect in the sense of whoever drafted the contract. You know, better be careful of it. Yeah. They want what they want out of it. Well, fortunately in the law,
you know, in this doctrine of unconscious ability, this is something that is defined, right? We have several ways of looking at it. And I'm sure, you know, in your preparation for this episode, you looked at the restatement of contracts for for the audience of the restatements. Restatements are volumes of books or literature drafted by certain organizations like the Ala, certain, maybe the ABA that state the status of
the law. In certain areas. There's a restatement for contracts, there's a restatement for torts, et cetera, etc..
So what is what is section 208 of the Restatement of Contracts? How does it define this doctrine, Dennis.
Well, that's a great question since I had actually pulled up that particular section prior to to to this. But
what it does say is, as I'm looking here. Very quickly. It does say unconscionable if a contractor termed
thereof is unconscionable at the time the contract is made, a court may refuse to enforce the contract or
may enforce the remainder of the contract without the unconscionable term, or may limit the application
of any unconscionable term as to avoid any unconscionable result. So the court obviously has multiple
options as it deals with unconscionably. Well, actually, you just read from the Universal Uniform
Commercial Code. Let's go back a step. It says restatement second of contracts 208. Does it really? Yeah.
If a contract term is unconscionable at the time of the contract, the court may refuse to enforce the
contract to may enforce the remainder of the contract without the unconscionable term, or it may limit the
application of the unconscionable term to avoid an unconscionable result. So. Well, I got it wrong. I
guess it's the comment to that that uses the phraseology that that I'd kind of like to focus on with regard to
recording contracts. It's commenting on what you just read, but in the comment, it explains things like
gross inequality of bargaining power together with with terms unreasonably favorable to the stronger
party. That's talking about leverage there. And the court says in situations like that, you might find it
where one party has no meaningful choice or no real alternative, and may not appear to have ascended to
the the terms, you know, in contract. You've got to have a meeting of the minds. Theoretically, of course,
we're taught that that's an objective standard, but nonetheless the minds have to meet. And so that's baked
into this idea of gross inequality, of leverage. And I think that's where people start to look at a contract
like the recording agreement and say, well, the artist really doesn't have any other choice if they want to
be at the pinnacle of their career and they've got a deal on the table, they don't really have a choice.
Would you? Would you agree with that assessment or do you do you take issue? I do agree, and we've
seen those contracts before. And my one caveat to that is, well, you're not obligated to sign that contract
if you think that's a problematic position that you're in now. That where we get back to is the holy grail
discussion that we had. Unfortunately, too many creatives and even their managers to some degree go,
well, hey, we've got this is the biggest label and we want to be there, or this is the label. This may not be
the biggest, but they're the one that's got all the hot acts right now. We have to be there. So let's just agree
to this deal and get it going. We'll work it out later. And you know, again I look at that and as we said
and then in that podcast a bad deal, no deal is better than a bad deal. So if it's a bad deal, if it's
unconscionable in certain terms, you only have a couple of options. Once you sign it, you can either
declare that this phrase is unconscionable or you just live with it. You know, once you sign it. But I think
that in terms of having unfair bargaining power, I don't think anybody can really argue against a lot of
that. Maybe in the old days it was a bit more when all the means of fraud. For most intents and purposes,
even the means of production, but definitely the means of distribution and commerce were very much
controlled and locked up by the labels and their distribution arms. It's got a bit more. People call it
democratized now. I mean, you can go to a tune called Get Up on Spotify and all that good stuff for sure,
but labels bring a lot of other things to the table beyond that that you might want to be a part of. So that
whole idea to me, of the unfair bargaining power does exist. I've seen it, but at the end of the day, it's still
you can walk away. Well, the trick is now you have more options than you had 30 years ago, right? 40
years ago. Well, the tricky part with that is you always have that option of walking away, and every deal
has one party that has more leverage than the other. That's part of negotiation. And and so if that's the
only thing you're looking at, then you've you've got a problem. Because you remember the other principle
that that of contract law that is applicable here is this doctrine of freedom to contract, which, as you
know, says that anybody is free to do whatever they want. If you sign a bad deal. A deal that you think is,
as we're saying, unconscionable. Most courts are going to say, well, you had the freedom not to sign it,
right? You have the adage is courts don't look at whether it was a fair deal. They look at it as if it was a
real deal. Was it a real deal? Did you have people representing you or not? If you didn't, but you were
still sophisticated enough to and had the freedom to enter it? We're not going to look at whether it's a fair
deal, but is it a real deal with the exception of something like the unconscionable aspect of it, obviously.
Yeah. And, you know, again, my experience so far in my 40 years in this town has been that I've seen
some clauses that have tiptoed up to an ability issue. I even raised it a couple of times when I was
running a management company, but I've never actually had to litigate it. Not yet myself. Yeah. And
we'll talk about some of those clauses, I think. I think that's important. And I, I tend to agree with you
that there are some kinds of, of these recording provisions that may border on or as you say, step right up
to the line of unconscionable. So let's talk about it a little bit more. What? There are two types of
unconscious nobility. There's a substantive kind, a time where. And that's what we're talking about when
we're specifically when we're talking about shocking the conscience and terms that, to be more precise,
are against public policy, unreasonable terms that we'll be looking at things of that nature, those are
substantively unconscionable things. And then there are procedurally unconscionable things where, as I
talked, as we talked about earlier, the one of the parties doesn't have a choice and there's unequal or
inequality between the parties, but usually that's more of a thing. Literacy, things of that nature are
impoverishment where, you know, truly they may be at a real disadvantage. It's not a situation where an
artist has been paid 100 grand to to enter a recording agreement. And he says all of a sudden, won't you?
Jeez, I didn't know I was going to have to give away my, you know, a work for hire. That's
unconscionable. Well, no, not exactly right. Or maybe procedural might be extremely slanted toward one
party or another. So when when we look at these terms, it's important I think to to. To place them into
those categories and actually determine whether they fit those verticals. Yeah. One of the bullets for
procedural in your notes, I know you had listed in certain clauses not agreed upon happened just this
week. Oh my gosh. We had negotiated a short form. Everybody had agreed to it. I've gone back and forth
trying to get the long form contract in. It finally came in and I'm going through it and way down the list
in like section 27 of this 26 page agreement, the label now is going to charge a distribution fee of 25% for
its own accounts. And I went, well, hey, this wasn't contemplated anywhere in our short form negotiation
and drafting. It's not anywhere remotely and all that. And then B what do you mean for your own
accounts? I understand that if you have a distributor. That takes a distribution fee, and that comes off the
top when the money first comes in. And then whatever money you're collecting label, that's when we get
into our royalty shares and recruitments and all that. But to say you get to take 25% off the top for your
own accounts, then we get to deal with this other stuff. And, you know, obviously immediately it just
blew up my contract. I deal with my red line and comments and all that stuff. And I actually have a call
this afternoon before we go home with the client to make sure he understands that we that we can't agree
to that. That's just ridiculous in my opinion. I know it sounds pretty ridiculous and that that may very
well be an unconscionable. Yeah. Provision unless we can get it excised, which, you know, I will tell him
you need to get it excised and get it out of there. You know, back in the day, and I don't want to get back
into distribution fees too much yet. But back in the day, with so many and even the major still have their
own distribution arms, and they would charge the label back a certain percentage for the label's product.
You know, both of them by the same company. So whatever the label was being distributed by their
distribution arm, distribution would get to credit themselves somewhere between 8 and 15% on average.
I really don't have an issue with that because the distribution arm has to make their money. They have
people to pay and overhead costs just for that division, I get that. But if you're unable to do your own
distribution, you know necessarily and what distribution you do, you probably go through an aggregator
that gets you to Spotify and Apple Music and all that. And so that's where I have my problem. Well, and
the average consumer, I think, and this would apply, of course, to artists and celebrities and people who
deal in these kind of things don't, don't truly understand the the corporate structure, shall we say, where
you've got separate entities, because the law defines a corporation as an individual. And, you know, just
because Sony Distribution is dealing with Sony Music, who's producing the records, does not mean
there's anything bad going on. Now, ultimately, of course, we all know it goes up to the mothership
eventually and it's going to the same shareholders. So in reality, it's it's the same money, but it is treated
by the law as separate people. And as long as you have arm's length transactions, you're not violating any
laws. But the appearance, of course, is as you say. Okay. You know, why are they charging back the
same company for services they're performing? The movie industry distribution arm's did this a lot. You
know, they would distribute dozens of movies and then charge back fees, the same fees for all of those
different production companies. And that had produced these movies. And so, you know, you're you're
getting ten times the fee you should be getting because they had separate contracts with separate
corporations. Well, and generally speaking, in music, and from what I see in film and TV as well, they
are the distribution arms are working with non-affiliated third party content providers. Let's call them. So
a distributor is working with not just. The label that's owned by the same company, but they're working
with a third party label B and C and D, etc. and generally they'll charge them an appropriate market rate
15, 18, 20, 25% for the distribution. But the label that is a division of a corporation, the same corporation
that the distributor is, the distributor usually gives them a deal because it's the same company as they
should. So I don't have a problem with distribution arms taking their percentages as long as they're
appropriate, even if they're owned by the same parent. My problem with this one was it wasn't even
contemplated in our earlier negotiation, nor in the signed short form that we all agreed to that. It's
basically a glorified, you know, deal point, a term sheet. Nothing was in there about any of that. And then
it pops up here in this long form. It was set off some, some alarm bells. Not not the fact that I caught it
and we could talk about it, but my thought was, wait a minute, that's you know, we have this idea of fair
dealing and doing contract. Good faith and fair dealing is an important part of contract negotiation. And
then then you got the meeting of the minds issue. Yeah. If you're slipping something into a contract like
that, that that hasn't been in the term sheet, hasn't been discussed prior to that, hasn't been talked about.
Where's the meeting of the minds? Exactly. I mean, they're objectively there couldn't be. Exactly. Yeah.
So that's why. I don't care how many red lines you do and how many you agree to, and you get back.
We've all agreed to the red line. You got to read the whole document yet one more time. It's so easy to
just skim it over, isn't it? Yeah it is. So that's a lesson for our listeners. Always reread everything. So let's
talk about some of these terms, these other terms and the typical recording agreement. Dennis, what if
there's one clause that you would say strikes you as more unconscionable than the others? What would
that be? Or at least more prone to unconscious ability? Yes. Well, to me it's it's the term. How do you
define the actual period that you're under contract. All right. Let's talk about that. Why why is that? Why
is that one in particular. Well, there's a couple of issues. One being the lack of clarity in a in a lot of
those. And if there's not the lack of clarity, it's the confusing language that can get thrown in. And again,
something at the top of the contract could be contradicted at the bottom of the contract related to the
term. I brought in an old contract. A couple of things I was going to mention on that. The other part.
Before we get there, let's let's define term for for our audience. We kind of sometimes Dennis and I
assume that you are sophisticated and and know what we're talking about when we say term. And
frankly, we use that that word term to talk about different provisions of the contract. The term for a
recording agreement is specifically the length of, of, of the period that, that the contract last, typically for,
for if you are familiar with that provision, the term provision, you would assume if it's a five year
contract or if it has five periods, that would be five years, right? That's not the case in the recording
agreement. Right. It's not defined in connection with a calendar year. So. What is the most typical way
it's defined, Dennis? No typical way to define the term in a recording. In a recording. Yeah. So obviously
it's the start date of the contract is one that's usually the effective date, the effective date and but then
effective date when it ends is what what they play around with. So the effective date is when the contract
starts. And then it goes for a period of time that gets defined in various ways. It used to be defined
literally in just a period of time, meaning 12 months, 24 months from the start to the end. But within that
you had a delivery commitment you had to meet, and if you didn't meet the delivery commitment in that
period, then it would extend for a time until you did deliver what you were supposed to. And again, for
the audience, that's masters. You're delivering recorded sessions. So when when an artist enters this
agreement, they go into a studio. These days, they go into their bedroom with a with a laptop. But used to
be they go into studios and musicians would come in and you would record something would be on now
and you would end up with a recorded product and you would take that product, and that's the delivery
you're talking about. That's the delivery. However, the delivery has a caveat to it. It has to be
commercially and technically satisfied. Well not true. Who determines that breakdown? Usually in the
sole discretion of the label? Yeah. And that has gotten people in trouble before because they've delivered
things where the for whatever reason, the label let them run off on their own and record something and
they came back. So here's my song. If that was a single or here's my EP, here's my album, and they go,
yeah, this is not something we can sell. And, you know, back in the old days, a lot of that used to happen
were the sales teams would not hear any music until it was finished. And I had this happen back in the
80s. The album came in, I was in marketing, but the sales team listened to it and said, we can't sell this, it
won't work commercially. Well, A&R said, well, we've already accepted what they've delivered. And
they go, yeah, well, unaccepted because we can't deliver it. We need to go back to the drawing board. I
think there's a procedure for unacceptable. No. Not really. Except the artist said, okay, what do we need
to do? So they went back, you know, to the woodshed, as they call it, and tried to fix some things. So we
have the start of the contract, the end period. During the middle, you have to deliver whatever contractual
you're obligated to at that point. There's other language in there that says, however, though you've
delivered within that time period, that the initial period of the contract doesn't necessarily end, perhaps
for another period of time. They that allows the label to get the music out. It could be six months, nine
months, a year. And at that point, once they start releasing music, then they the contract may say, okay,
that period, contract period is ended, right? And then we look at options and then the options are
constructed very similarly. So I mean the net effect of that is that an artist signing a deal with a term
provision such as this could, could be on the hook to deliver albums to that label for tens of, for, for
several decades. Right. Yeah. Depending on how long, how quickly you work, how quickly you record
and how how long it takes them to distribute all all of those factors. But let's let's just be honest with
ourselves. Does does that. Is that unconscionable or is there a reasonable explanation for why they do
that? I think generally there is reasonable explanation for a lot of that. When you have truly defined time
periods, where I think it gets into some unconscious ability discussion is when the time periods aren't as
clearly defined. So as an example, or when when they are in control? Yes. So several years ago I worked
with a group. They had already signed a deal with a small label before we started managing them. And it
was somebody the owner management agency had worked with prior to. Then they went away for a
while, and then they came back and we said, okay, yeah, we'd love to work with you. And they came
back and said, oh, by the way, we already have a deal. Okay, well, send me the contract so we know what
the terms are. And and I ended up somebody to work with me to get them out of this deal. It got pretty
heated a couple of times with the label ownership. But here's the term. I'll go ahead and read it to you.
The term of this agreement will start with an initial period term, the initial contract period during which
the artist and the company will cooperate to produce master recordings suitable for the production of four
albums, and will continue for a further 12 months after the delivery of the master recording to allow the
company time to manufacture, market and distribute the product. So right now I just says, hey, you're
delivering four albums. That's our initial that's our initial contract period is for albums. So that was
unconscionable to me that that's the initial period. Then later they had some options to continue. After
that. The label did. But then when you get down later into the contract, the label was supposed to provide
budget and that sort of thing. However, it gets on down there and it says that the dates and locations of
the recording will be mutually agreed upon by the label and the artists. Sounds innocent enough. Except
what if the label doesn't agree? So I can't even start my four records. My four albums, which earlier also
said has to be 12 songs per album. I can't even start until the label says, yeah, you can start, but I'm under
an exclusive deal with you. This went on to say it's exclusive. I can't talk to anybody else. I'm stuck with
you until you tell me you're ready to record. And then there was no release provision in there that says
once you're recording, deliver the first 12 or the first album will release it in a certain period of time.
None of that. Right. My argument when we went to the attorney, because we had to fire the attorney that
had negotiated this on behalf of the artist, I tried to get him to help me out. We had several meetings,
even with the ownership, and I finally said, we're not moving anywhere. So I had the client fire him and
we found another attorney and said, this is unconscionable because literally you're not willing to spend
any money. But yet my client can't record for anybody else. It's stuck with you according to these terms.
The four albums, and you're not even letting us get the first song recorded because you don't agree with
the song. You don't like the studio, you're not comfortable with the time frame. It was just to me that was
unconscionable. And fortunately the result of that was the other partner at this label finally stepped back
in and said, yeah, we're this, this is not right. We're going to let you go. So this is another example of that
large print, small print thing. Audience you've heard us say many times with the large print giveth, the
small print taketh away. Don't just read the term and try to understand the term. Make sure that you
reference back when you see it, talking about that term or that provision in some implication. You got to
read the whole contract. Yeah, I when I was refreshing myself on this because I remembered how bad I
thought this contract hit was. So it was a vocal group. And it did say the individual members individually
as well as the group were exclusive to this. And that's fairly prototypical. It is. You know, that didn't
bother me a little bit later, it said that if there's any member that leaves, the incoming member has to be
approved by the label. What? Okay. That's. To me, that was bad enough. It wasn't just the group saying
we want so-and-so in our group. The next part it got down to if the people objected to a particular
performance opportunity, a concert, they could say, we don't permit you to perform that concert. What?
What? It's a recording agreement. That's. But that's in the label. And then, of course, it had a provision in
there that said you can't record for anybody else until the very bottom where it said. And this is why I
busted out laughing, because it came back again and said, oh, I gotta find because it was so funny. Oh,
surely I highlighted it. It basically said, oh yeah. Not the least of which was the label was getting 25% of
the writer's share of all compositions. Oh, wow. Yeah, that's high accomplishment. But anyway, it
basically said at one point in here, the oh, here it is that during the exclusivity period, the contract does
not prohibit any individual member from participating or becoming a party to an agreement related to
their acting, recording, music, publishing, publishing, merchandising, video touring, etc. nor to any
agreement with the talent agent, manager or any other representative. So I'm like at the top, it's exclusive.
You make references that it's exclusive, and then we get down here to paragraph 19 and it says, oh yeah,
yeah, yeah, we're not prohibiting you from recording and doing other. So anyway, it was it was just such
a ludicrous contract. I can't imagine the trucks just fired I can't. That's bad. Forget this. It was just bad.
Yeah. That's bad drafting right there. But you mentioned this, the idea of recording. Right. And it's easy
to mischaracterize the recording agreement because that's what we all call it. We call it a recording
agreement, and they do record. But what the artist is actually obligated to do is perform. So you're
performing for recordings. And that's one thing that we often forget. These are personal services
agreements. That's why when you sign with a 12 year old artist who cannot legally contract, right,
signing with their parents without getting caught, authorization to remove the disability of a minor does
nothing for the business because they can't enforce it. You can't enforce personal services of the minor on
the parents. Yeah, and? Kosovo dealt with artists who are of a minor age and all that. It it's a challenge to
make sure you work through all that. Uh, you know, we talked about this once before because we're
talking about the length of the contract sometimes. So at one point, and I think you even brought it up
about seven years being sort of the magic number. Number. Mhm. To your knowledge, that was in case
law. Correct. Not it's not statutory. It is case law. Well actually now it is statutory. That case that period
dates back to a case involving Olivia de Havilland in the movie industry. Back in the days when working
in the movie industry meant you worked for a particular studio and she was signed to a particular studio
exclusively, so she only made movies with that one studio. And their contract called for seven years. But
the way it was interpreted by the studio was that when you are here, we're counting that towards your
years. If you take off, if you go home on the weekends, if you, you know, if you're sick, we don't count
those days toward the 365. So she gets that toward the ends of what she thinks is the seven year term.
And they say, oh, no, no, no, you've got another, let's say 100 days. I don't remember what it was. And so
she sued them. And basically the court said, no, you're basically in control of that. Term, and that's
unconscionable. And so they ruled that she was out of her contract. Now since then, since that time,
California has inserted that into their employment laws so that a personal services agreement cannot
exceed seven years. Now, as you know, because you were in management, almost every management
agreement is no longer than seven years. And that is a calendar year because of the de Havilland case.
And they will often reference that that law in the contract. The same is true, however, for for things like
recording agreements, even with this monstrous, monstrously complicated term definition, it's seven
terms, typically, and regardless of how you define that term, it's seven because of the de Havilland rule.
So that's where that comes from. So. Education point for me here, when you're looking at a contract that
says it is two albums. We ever have the term is to, you know, the amount of time. And there's the define
obviously well less than seven years or should be for two albums plus 4 or 5, six, seven option periods.
So would it be your understanding that the way around the de Havilland rule, then, is that each one of
those periods is its own separate term? I don't think that would get you around the de Havilland. In other
words, if you had a management agreement that said, we're going to sign you for five years, but we get
another option period for five years. Well, that's ten years. That exceeds the de Havilland. And that
would be probably violative of that. De Havilland couldn't do it in California. Now, of course, in
Tennessee we don't have the de Havilland law. But the rule is still observed in the entertainment industry.
So but to answer your question more specifically, I mean, I don't think you can get around doing that
because you're basing it on calendar years. I think, however, that is why the recording industry changed
it. It used to be based on yours. Yeah. Back in, I would say the 40s, maybe through the 70s. But. And that
was after de Havilland, but they ran into the de Havilland issue and so they started basing it on delivery
commitments. And then to some degree at least, because the artist can record, but they have to record
within that window. So that becomes an issue in the recording agreement as well. As you're well aware,
Tim McGraw sued over this issue of the definition of that, the very definition we read earlier about
deliveries and argued that he had already delivered. And curb, of course, said, no, you haven't delivered
you you delivered a greatest hits. And this and that's not current and therefore, no, you've only delivered
five out of the seven. So that was the issue. Yeah I ended the management agreements I've seen have
usually been somewhere between as short as one year, which I don't think is enough for managers. Oh
no. But typically three years. And then after that. It's rolling. One year terms at the option of both parties.
I mean, both parties have to agree to it that, hey, if we agree to it, we'll extend this under the same terms
and conditions for another year unless either party gives notice. So. Well, again, I will say that kind of
term provision a mutual option is probably does not violate the agreement. Yeah. And it's not
unconscionable. We also had artists at the management company that had a deal with a label. I won't
mention who who had seven options. Now she ended up being with that label for 21 years. Mhm. Now
part of that challenge was, however, that she could deliver the album kind of when she wanted to. So she,
you know, there were certain provisions I was concerned about in the contract because she was not
delivering at the speed that the contract actually called for, but the label was fine with it. You know, they
were fine working the albums. And when you do a deal in 2000. Yeah, 2000. The year 2000. By the time
we get to the year 2024, 2023. I guess for her in particular, the the way you deliver records changed a
ton, obviously. Yeah. So instead of being every one year, which is very common, you know, back in the
old days for country, it was every year a country artist putting out a new album. It was the same thing
from a lot of artists that were heavy, relied heavily on touring southern gospel groups, country groups,
club groups of any type because they needed a new material to come back to that same market again.
You know, so they were putting out an album every year, and then it extended to about 18 months and
two years. And then it sort of went beyond that. But I just remember reading her original contract, I'm
like, oh my gosh, you know, it's it's seven options at the, you know, at the behest of the, of the label, you
know. But they were under spend three years in one case at least four years between delivering albums.
So. Getting back to this unconscious ability issue. I mean, not everything we're talking about. I think you
can trace it back to a reasonable basis by the label. I mean, the idea of setting the end date of the term as
the delivery date is rationally defendable because they need product. The way they're going to recoup the
advance that they've paid that artist to record is by selling the product. And if they don't have the delivery
of the masters, they can't produce the product. So it's rational to tie the term to that delivery. Now we can
argue about the commercially reasonable, acceptable, all that kind of discretionary whether or not it's
delivered. That's a different issue. But the rationality of the term can be easily explained. And then the
idea that we control when you can record and where you can record. Yeah, that may seem a little
oppressive, but objectively, again, they want product that's fresh. They want product that's professional.
They want it to have a certain sound. I mean, Nashville has a sound, and a country label is going to want
you to record in one of the studios around town, because that's a certain sound. Well, going back to that,
commercially technically satisfactory, they also are trying to guard against that. They don't want you
recording in the back of your bus, headed down the highway with all the road noise and all this other crap
that comes into play. What musician would do that? No, I know they, but. Because then they've expended
all this money and time, and then you deliver something that they can't doesn't want commercially
compete. That's a problem. So I think you're right. It's all reasonable or it's rooted in a reasonableness.
For the most part, at the same time, some things creep in. Well, we can at least debate it. Right? And any
other company. Well, I kind of gave it away there. There's another clause that we, I think is probably one
of the most unconscionable. If there are unconscionable clauses, we'll give them the benefit of the doubt.
And that's the controlled composition clause and its application. And the thing that really bothers me
about that. And for our listeners, we'll define more of this a little bit later. But what what what bothers me
there is that the label is trying to impose a contractual obligation on people tangentially related to the
recording artist. And just so you guys will understand that a controlled composition is usually defined as
one that the artist has some control over. For example, if the artist works with a producer and writes a
song with that producer of the sound recording. Then the producer is said to have complied and has is
forced to make that a controlled composition. If the artist has a publishing company. The label will
require the publishing company to subject themselves to the controlled composition clause and Denis for
the benefit of our audience. What is the impact of that? What what how? What do they do with the
controlled composition? Well, what they try to do is reduce the amount of the mechanical royalty they
pay for that particular composition. So right now, on a recording, on a physical recording, at least it's
12.1 cents. And that's a statutory rate established by the Copyright Royalty Tribunal Office or tribunal
periodically, as prescribed by section 115 of the Copyright Code. And so in the controlled comp, cause
they will say things such as if it's a controlled comp, we will pay you 75 or 80% of that amount for that
controlled comp. Now wait a minute. I'm supposed to be getting 12.1 cents per distribution according to
the law of every piece of product. And they're saying, okay, a product that can contains that composition.
Okay. And they're saying, no, we're only going to pay you 75%. So let's say I go down to McDonald's,
right? And I need a job. And I say, okay, I see you're advertising for a burger flipper. I want to do that.
And I see it's minimum wage. I don't know what minimum wage is now. Seven bucks, eight bucks,
something like that. And they say to me, and let's say it's ten bucks. I know it's not, but just for purposes
of of lawyer math. And they say, yeah, we're only going to pay you 75% of that of minimum wage. They
can't do that. Right. Well, this is where I used to tell my students when I was teaching at Belmont. You
can contract around statue from time to time, you know. They do it? Yes, they do it. And I have argued
about it for years. When I was in management, I argued about it here with the deals we do. I argue about
it, you know, on a 12 song album, you're talking about a if they pay the full rate, it's about a buck 45 or
so that paid out in mechanicals. Yeah, but they don't do ten song albums or they didn't know based on the
physical. Yeah, on a 12 song album, he said, you're going to take 20% off of that, so you're going to get it
down to some, you know, you're going to say 20, $0.30 a record. Doesn't sound like a lot unless you're
talking about tens of millions of records, because significant money just for the audience of benefit when
the reason we're talking about numbers like 12 actually it's ten in the controlled composition clause. Not
only do they only pay you 75% of what the law says, they're supposed to pay you for the use of a musical
composition, they say we're also going to cap, yes, the number of songs we're going to pay you on to ten,
so that the total amount we're going to pay you is 75% of 12.1 times ten. So if we use an outside song and
we have to pay them 12 for the sense that $0.12 comes off your total. Yeah. That's how they enforce this
against third parties. Yeah. So if the publisher says, no, we're not going to accept that, then they reduce
the artist royalty. So where they get try to get crafty is they'll say, hey, we're going to pay 100% of
mechanical rate on controlled compositions kept capped at ten, capped at 11. I've never seen them get to
12. Yeah, I've argued for it. And where this makes a huge, huge difference is in the age of deluxe albums.
I had a recent client who I started working with after she had done her deal. She had had it for a while,
just put out a new album, had 17 tracks on it, and I said, why? You're you're only obligated to record 12.
Well, we wanted to do the deluxe, but they're only paying Controlled comp, and she had co-written every
one of those additional songs as well as most of the album. Those don't aren't even calculated now for
mechanicals because they're gone. And for those of you under 30 in the days of the Eagles and and, you
know, artists from the 70s, that's why all of the vinyl back of the day only had ten songs on it. The vinyl
record could hold more than ten songs, but the artists wouldn't do more because they were only getting
paid for their musical compositions on ten of the songs. It's kind of kind of interesting. Yeah, no, it really
is. And that's been a big bugaboo of mine, but. It becomes industry convention now and it's just hard to
get it to change. I've tried. You're talking about single songs for producers in particular. I've been able to
get it at 100%. But when it comes to artist albums in particular, it the labels just don't want to go there.
And I'll be honest, I've been at this for 40 years, man. I've never heard a truly reasonable argument for it
other than it's, you know, a way to save us some money. But you're taking the writer and publisher share.
And if it's a publisher that you own, by the way, it's affecting you. You know, your your record division
is cheating your own publishing company out of some money. But it's a challenge, you know? It
borderlines on unconscious ability, in my opinion, especially when a label is pushing to do more than the
especially hugely more than the captive. They've established it, you know. Now, I will hastily say, if I
was in-house at the label, I'd be arguing the same thing they did. Oh, yeah. You know, and and that gets
us back to this unconscious ability. Is there anything is this clause in the contract because the label has an
unequal bargaining power? And the answer to that is yes. Yeah. But then flip the switch. Does that make
it unconscionable? Does that shock the conscience? You know, it's for a switch, judge. It was just that
quipped one day about pornography. You know, I can't define it, but I know it when I see it. I can't tell
you who that was right now. Oh, Stuart. That was. It's the same thing kind of here. I don't know, but I
know it when I see it. If you're by contract delivering 12 songs and they're capping you at excuse me
mechanicals at 11 100% but capped at 11. All right. That's not really unconscionable. You have to
deliver 12, but we're capped. But we're only paying 75% of stat for all 12. That's a problem. But when
you say, hey, we need a 17 song deluxe and we're paying 100%, but capping it at 11. Yeah. Then then
you're bordering on it. Yeah. And the difference, you know, to get back to my McDonald's example, the
difference there is employment law is governed by a federal department. And you have to there are
certain requirements that you have to meet. And if you're not paying minimum wage, then the federal
government can find you and come down on you. And that's considered a different situation than a
recording agreement, which is considered a one on one contract, even though the label is a conglomerate
that making billions of dollars a year and the recording artist is the opposite, it's still considered a private
contract, which is a lot different than an employment contract. Yeah. Very true. You know, and I will
also hasten to add that if the contract is working for everybody, if you will, artists is making money and
they're getting all the attention and notoriety and they're selling a bunch of music and all that, they don't
harp on stuff like this all that much. They just accept it and move on. My gut tells me if they ever stopped
long enough and had their business manager calculate how much they were actually losing on a
controlled comp, it might change their mind a little bit. But yeah, but they don't. Yeah. And that's and
that's the thing. I mean, let's face it, the the recording artists that are successful. Are not complaining
about the money they've made, right? The labels spend a lot of money to develop celebrities. Millions of
dollars. It's not just the recording cost. It's the touring cost. It's the constant advertising, the marketing, all
of that. And even if it's recouped, all they have to put out the money and there's no guarantee of return on
that. That's right. And they don't get interest. I totally get the cost of capital that they're putting out. And
that's why I'm not anti label at all. I'm very pro label but I'm also very pro indie. Yeah. As we've
discussed in previous episodes. Well we have to introduce a little bit of pragmatism into the conversation
sometimes. Let's switch gears just a bit. And we talked about the controlled composition clause. We've
talked about the term. There's one other clause that might be considered questionable let's say. And that
is the copyright of the sound recording, right? Copyright law basically says when two or more people get
together to create a copyright. In this case, let's call it a sound recording. So you get the producer in there,
you get the engineer in there, you get the musicians, the the band, the singer and the tambourine player.
Right. And they're all contributing to one creative effort. And when they fix that in a tangible medium of
expression, section 102 says they all own it. They own an equal percentage of the copyright or their share
of the royalties. So that's where we get the famous, right. A word get a third equation of the Nashville
Rule. And that is pretty much copyright law. Now that is not true. When an artist signs with a label.
Explain why. Well, I think we can back up half a step. Correct me if I'm wrong. The copyright law does
say. In the absence of a writing, it does very good. And so ding ding ding ding ding ding ding. Special
points. Yes. And so in these recording contracts. Hence a writing now exists in which the label says
you're doing this artist and you're actually representing and warranting to us that the producer and the
band and everyone else involved in your recording are doing it as a work mate for hire, which we have a
writing for that now. And if by some chance the courts deem it wasn't a work made for hire, you hereby
assign to us all your rights, title, and interest in that. And so they're covering themselves on, on on both
basis. Yeah. And you and I have talked about this many, many times. If that language, though isn't
written well, it's questionable. Well it can be. And there's let's just expand a little bit on what you said.
The, the provision in a recording agreement that covers the work made for hire. Is based. It's very well
crafted, I will say, as a copyright. Copyright expert, it's very well crafted because it covers every
scenario. And let me just educate a little bit here. I'll put on my professor cap for the audience and
pontificate a little bit. Copyright law, as Dennis says, says absent a writing, there are two ways that a
work made for hire can be created. One is if you're an employee of a company and you do work for them,
and you create something within the scope of your employment, using their resources, using their time,
etc., etc. and in that case, you don't even need a writing. It can be a work made for hire because within
the scope of your employment. In other words, I hire you to draw cartoons and you draw cartoons. For
me, that could very well and most likely would be a work made for hire. And then secondly, it can be a
work made for hire in certain predefined categories that are in the Copyright Act in section 101,
audiovisual works, test material nine categories and. Among those is audiovisual works, but also among
those is something called a compilation or composite works. So most of these provisions, as Dennis said,
will have each of those scenarios defined. We are specially commissioning you to create a contribution to
a collective work, or you're doing this at our behest. You're for this purposes. You're an employee and
you're recording this. You're exercising your personal services for us. So that's the first two work made
for higher provisions. And then the other way you can transfer a copyright is through assignment. And
that's what you were saying earlier. And that's the third thing that's in these provisions. So they've done a
pretty good job of covering their bases. The question would be is that because they are. Just have all the
leverage? Or is it because the artist really doesn't understand copyright law like they do? And does that
make it unconscionable? You know, experienced managers, obviously they're legal counselors. I think
it's incumbent upon them to explain this to the artist so they understand it, and then they can make an
informed decision whether they want to try to move forward as the provision is written or not. So it
doesn't feel unconscionable to me in light of a, if you will, informed consent and freedom to contract and
all that stuff. B the fact that the labels are the one taking the financial risks on these things, because as
we've we talked in other episodes, usually it almost exclusively an artist is not going to have to pay back
any of these costs at the end of the contract if they've not recouped because the label owns the product,
they'll continue to be able to recoup costs. They may not pay out any royalties until they get it recouped.
But it's almost like an interest free loan for the artist to come in and do a record, full album, etc. and so in
light of that cost of capital and the risk that's taken and all that, I think it's pretty reasonable to say what
we're trading off here, guys, is we're taking all this risk and we'll pay you a certain royalty. And on top of
that, we're fronting all this other money for promotion and distribution and manufacturing or whatever.
And if it doesn't work, you've got to go do another deal somewhere. You get to walk home. Your your
home's not being taken away. But we could lose our business if we don't do this right. That's a lot of risk.
So I don't I have less of a concern that that part is unconscionable. No, I agree, I think, um, you know,
people don't really people who look at this as unconscionable, don't really understand that an artist comes
and goes a label might spend, let's say, $10 million getting them to the point where they're selling a good
amount of records. And then maybe the deal ends. And if they didn't have this clause to be able to sell
those recordings and continue to recoup and continue, if the if, if the recruitment is resolved, they pay
royalties. So they're on the hook for that money. They don't just get it back at the end of the term. And
like you say, the artist is in fact free to go out and get another deal, get another advance and get another
record label to invest further in his or her career. I mean, you're not getting your house attached, right?
Any of these sorts of things. And keep in mind that the last stats I saw are roughly in the neighborhood of
8 or 9 albums out of ten are not profitable. So that means the label is underwater, except for those final 1
or 2. And so they have a ton of risk. And they're, for lack of a better term, collateral that they may have is
that they own they get to own the copyright going forward. Mhm. What other? Perhaps quirky little
clause in the recording agreement, and sometimes in publishing agreements to regards foreign royalties.
And this is an area where we've even got a special term for the royalties that are in foreign countries
called a black box. It's better, in my mind described, because I, I like science fiction and things, and it's
better in my mind described as a black hole, because the money goes in there and you never see it. And
basically the clause in the recording agreement says something to the effect of we will pay you in US
dollars received in in our bank account here in the United States effectively. And we all know I mean,
Sony has operations all over the world. And so what happens if I receive a peso, you know, in Spain,
Spain, where they have pesos? Mexico. Mexico. And so basically this clause says we don't have to
account to you for that. So if you're not an astute attorney or have an astute attorney looking at your
contract, you may be making money all over the world and never see it. And then it goes into what
happens in other countries is they account for royalties differently. They don't have the bifurcated system
that we have with mechanicals and performance and all of that. Everything goes into one big
organization and that organization, if they have monies left over that sit in a black box, as it were, for a
period of time. They'll distribute it to all their members, not back to the person who recorded. So that
seems like a little unfair to me. I think it is. You know, I've seen that clause even recently. I saw that
clause. The. In today's world, however, there's really no need for that cause. I mean, with the electronic
banking that we have, there's really not. There's absolutely no need for that particular clause. There may
be some currency conversions that have to happen, of course, and that sort of thing. We totally get that.
But. In which case, if a European distributor is collecting money on behalf of your label, then they'll take
their distribution fee and then they need to send it over here. Electronic. It's all wired, you know. And at
that point the conversion monitoring conversion will happen. So you know it's on. Honestly it's
interesting how you see modern contracts still have a lot of these old, old clauses in there. We were we
were talking about one today where notice could be given by facsimile. And I said, well the 90s called
and they want their fax machine back because we don't have a fax machines. Isn't that funny? It's just you
read some of these. You go, okay, well, obviously it's an old template contract and they've updated a few
pieces of it and they haven't decided the rest of it they didn't need to deal with. It's like, you know, it's
really funny. But on that note, it's if you're an artist that's us based. And so and again, I don't have any
firsthand knowledge of this, but let's look at from back in the right of that 9899 up to 2000, 2003, and for
Backstreet Boys and NSYNC, you know, part of their story, they're us based. Everything is us. They
couldn't get arrested here. So they go and they go to Europe, and they work Europe, and they sell like
millions of records in Europe and become stars and then come back over here. So using a cause on
foreign royalties that you're talking about, potentially. There was just scads of money left over in Europe
for them, and that is frequently the case. And the only way, really. The way we used to resolve that is to
to have a provision along with that that says if you receive monies over there, you agree to set up a bank
account in the name of our client and deposit those monies and account for those monies that you're
putting in there so that she has an account there. But as you said in today's electronic environment, there's
no need for that. No, I mean, all of that's done automatically. So well, especially when you think if you're
dealing with a one of the majors, you know, Warner, Sony, Universal, they own these companies already.
They do. So they control those guys and they control those companies. So I'll pick on Decca UK. They're
a division of universal I'm sorry, but it's universal. They're sending monies to some degree holding some
back because I know there's some repatriation taxes and stuff that. These high finance people get really
worried about, but it's not a problem for them to send the money through their system back over here. It
just isn't. So I think a lot of it is. Maybe they're playing games. Maybe it's a bit unconscionable in today's
market. Probably argue some of that because I think the average person would go, really? I can buy a
book on Amazon Germany and get it shipped here. Not a problem. I mean, you can't send my money to
me that you've collected over there, back to me here. It makes sense. All right, so let's let's do the math.
Our contracts. Procedurally unconscionable. No meaningful negotiation ability. We talked about that.
Artists always have the right to say no. We've talked about Moderna in this podcast. And the best
alternative to a negotiated agreement in today's democratized music industry. There is no reason you
have to sign a contract. Would you agree? Oh, absolutely. More power has shifted back to the creative.
Yep. Than ever. So. So we can check that one off. There are mean and meaningful alternatives. And so
we can also check off lack of realistic alternatives. That's the next sort of check point. What about the
fact that when you're dealing with creatives, musicians, we've all heard the joke about telling your
mother, you know, that you want to be a musician, you know, giving her a heart attack. The famous, the
one about the genie. On the on the island. I told you the other day where, you know, Genie comes up to a
to a recording artist and says, hey, I'll grant you one wish, but you get better, make it good. And he says,
oh, I want a recording agreement. He says, oh, you can't do that. Sorry. Pick another wish. Pick another
wish. So the creative is typically impoverished. Does that. Does that put them in a special category in any
way? Hmm a special category. And I don't mean special in the school bus category. They're special. You
know, on one hand, you might think so. I think today's environment much less because, again, somebody
with GarageBand that comes stock on their on their computer can do a record and have it up tomorrow
and on iTunes or on Spotify. Not quite that fast, but you know, it's pretty close to that. So when you look
at it that way, you go, I don't think they're impoverished. They're also not impoverished because if
they've just bought a $2,000 guitar where they get the $2,000 to buy a $2,000 guitar. But having said the
funny thing, they can find the money when it's when it's one of those expensive. It's amazing for
everybody, even clients. You know, you're not paying us. Why? Well, I had to buy this. I had a guitar.
Yeah, but I wouldn't call them impoverished. And that would put them into a position where they could
easily claim unconscionably. But they are, when they're young in particular, are uneducated and
inexperienced, and so they're impoverished on knowledge. They're impoverished on that experience, on
how to negotiate. So. Well, I would raise a counterpoint there. In today's world, the reason music is
democratized is because the internet. Right. And now with AI, is there any real reason why you can't
educate yourself about certain aspects of the business? That's a great point. So the question isn't can you
educate yourself? The question becomes, are you interested in educating yourself? And a lot of creatives
aren't. They aren't. And and so that's a choice right. And that gets us back to freedom of contract. So I'm
thinking maybe that the fact that their creative doesn't really make the record agreement unconscionable.
What about this idea of certain clauses that unduly favor one of the parties? Put in there because one of
the parties is more powerful? That's a legitimate point. But again, I raised the point that almost every
negotiation I've ever been involved with, one party had more leverage than the other. So how can you
justify making the recording agreement any different? You know, the label obviously has more clout, but
does that make their contracts unconscionable? No. You're right. It's if you look at other industries. So
you want to build a house or buy a house, you have to negotiate with the bank for the amount of money
to get the house that you want. Obviously, the bank has a lot of leverage. They don't have to give you
that. You know, there's certain laws, legalities about fair housing issues and stuff that they can abuse, but
they don't have to give you the loan. They have certain certain parameters that you need to fit for them to
do it. Well, similarly with the label, when you think about it, there's certain certain attributes you need to
bring to the table. And within that we still have certain precepts, for lack of a better term, certain core
principles that we have to operate by. And if you can't agree to those, then you know we can't do a deal.
Well, you raise a good analogy. I mean, in some ways, the, the particularly when you consider the credit
scoring agencies and all of that that are involved in a decision for a person to go get a home and then the
requirements to have 10 or 20% upfront and, and all that, that puts those consumers in less of a
bargaining position then the artist in many ways. Yeah. No. Exactly. And, you know, you can extend that
out to, to to businesses and the financing statements that lenders or even people you buy product from,
you know, hey, we're going to extend credit for you to buy product from us. But in doing that, we're
following a financing statement with the state saying we have first priority on that collateral in case you
default paying our bill. Right. I mean, all these things come into play. I don't think labels are any
different than that. I used to tell people quite often and have over the years, the music business and even
the film business has certain idiosyncrasies and a lot of eccentricities, for sure, but at its core, still
fundamental businesses. In many respects they are. And people get caught up in all the razzmatazz of
what goes around there. But at the at its core, it's just business principles. So I don't think that some of the
things that. 50, 60 years ago actually existed and were truly unconscionable. I don't think we see that as
much these days. I think you find some things that I was talking earlier about that distribution fee getting
dropped into the draft of the long form that had never been discussed. Well, it was it was a set apart line.
I mean, you saw it it only went for like three sentences. You couldn't miss it when you read it. So unless
you're just not reading the contract attorney or manager or artist, you know you're going to see it and
you're going to go, okay, well, wait a minute. We didn't talk about this. Let's talk about it. So I don't think
it's as easy today. People are more sophisticated, more educated. I don't think it's as easy today that some
unconscionable things pass muster. There are some things that are still questionable. But do they rise to
the level of unconscionably? Yeah, I don't, I don't I haven't really seen that in finished executed contracts
in a long, long time. Put it out. Well, and I'll leave our listeners with this final thought. I mean, oftentimes
when I talk about this with students, one of the examples I give is when you go online and you're signing
up for a new service or a new social media or whatever. What happens. You get a little window that pops
up and it says terms of service. Right? And we all do it. You read through that little window the first few
lines, and then you start clicking. Except, except except this comes out, you know. Yes, I accept you've
just signed the contract and a court will say, did you sign that? Well, no, I didn't sign it. Well, did you
click the button that says I accept? Yeah. Well, okay. You agreed to it. You have the freedom to make
bad deals even if you don't pay any attention to it. So the same could be said, as you said, you have to
read the contract, particularly in something like this. That's very specific to what you're doing to your
career to, to to your life. Right. And so it's difficult to sympathize with an artist that turns around then
and says, oh, well, that was unconscionable, right? Because they're a big conglomerate. I got to tell you,
though, how many creatives, artists, writers, producers have we dealt with over our years where they just
take our word for it or the manager's word for it, and it's good to sign. It's just amazing to me. and at one
level I find that unconscionable. Yeah. On their part to go do at least read what you're signing. Yeah.
Yeah. Yeah. But, you know, I'm happy that they trust us that much. But at the same time, I'm like, you
know, as my kids used to see when they walked into their elementary school, especially when they're in
kindergarten through like, first and second grade, there was a sign on the wall at the school that says, I
am responsible for my own decisions or my own behavior or something like that. Mhm. You decided to
sign that contract. That's on you, man. So yeah. So I'll leave our listeners with this thought. The Holy
Grail is full of holy crap. So make sure you have somebody to help you sift through it. How about that? I
thought about that for that phrase for a long. It just came to me then it just came to me. Music Row
Dealmakers is a production of Shrunk Disney and Associates, recorded on location on Music Row, the
heart of Music City Nashville. Subscribe to future episodes wherever you enjoy your podcasts