Hello, welcome to part three. And this is part three of Music 281, week two, talking about synchronization agreements or master license agreements, which by the way means synchronization where obviously putting music with video content. So this is a relationship between a producer and obviously a publishing holder.
Okay, publishing owners can be the artist too, if they own their publishing rights. Remember, fast review. You can write a piece of music, but if you gave the publishing to someone else, you have no right to sign this contract.
You don't own the publishing. The publishing is the control part of it. intellectual property. So if your entire library is owned by someone or a record label, you can't sign that agreement.
Okay? Let's make that super clear. We're on page two here.
Okay? Now, page two talks about the license. itself consideration of the payment of the feedback the producer the master owner the master owner licensed abuse not exclusively you need to just point to that if you printed this out and that non-exclusively perpetually and throughout the universe the rights to and authorize others to reproduce perform communicate public and otherwise use exploit the recordings in a whole or part saying what this is saying is it's not exclusive that's good news for you as the as the publisher not exclusive means something very very very specific and means you are not transferring the actual ownership of this music. Then what are you transferring? Just the rights for them to use this piece of music in their TV show, episode 104, or future episodes of that show.
Okay? I've been asked many times, would you get another contract then, if they use it in episode 105? Technically, you don't need another contract. Sometimes producers cross T's, dot I's, so you might get another contract.
Okay? Moving on. Additional provisions.
A, the master owner hereby grants the producer... producer writes in the producer's discretion to and authorizes others to give credit to the master owner well what does that mean well it means that they have the right to say it's you you're the publisher you're the you're also the or whoever's the writer why would you need permission for that because really you can't use somebody's name without permission to use their name that's what that's to you b the master owner represents and warrants now here it is look how big that paragraph is this is your obligation if you're the publishing holder the master owner represents and warrants the producer to present the master owner has the full right authority to enter into this agreement and to grant the rights to the producer in consequence of this agreement, free, clear, and unencumbered. That means you have the rights to sign this. Nobody else owns this master but you. You see the legal obligation you are under here.
So if somebody else owns it, or you sampled music that you didn't get rights to sample, we got a big problem, okay? B, recordings and full reviews by the producer in consequence of this agreement will not violate any law or violate any right of any attorney to count the party. There we go.
like sampling. If it's any loss because you used music, somebody else helped you, you never got to give them a work-for-hire agreement, you know, and now, you know, they say they own it all, so what a mess. Okay, the master owner will indemnify and save the producer harmless from and against all claims. Indemnification is a legal term that's very powerful.
It means you are stopping. Okay? Well, it's really worth stopping. I'm sorry. You are 100% responsible if you're the publishing holder the person signing this the manager the master owner you are stopping legal action against the producer you are stopping legal action against the producer okay so who's doing legal action what's that all about means that somebody else said that's not you have no right to use music and they go to the producer another artist publishing holder says you have no right to use this music you know and yes i do i get a contract here and it says Terratone Productions owns the rights to this.
Well I own the rights also. Identification means and save the producer harmless means that they go you take it up with the person assigned this contract because they told us. that they have 100% rights to sign this contract.
Okay? They're legally responsible. Identification means that the producer has no legal obligations against or claims against them regarding this. Okay? Very important.
That's very important, you guys. Okay? So identification is serious. You might say, well, I told you a piece of music, I gave him three seconds.
You use music, you sample Jay-Z's song from Jay-Z inside certain songs. and you never got rights for that, you got a record label on your back, on their back, the producer's back, and they're saying, whoa, whoa, you need to go to the publisher that said they had these rights. We didn't know it was part of a Jay-Z song inside there, underneath it all.
Okay? So that means now episode 104 is completely, shall we say, corrupt, meaning can't be used until this gets resolved. screwed up that show that episode 104 may have cost them a hundred thousand or even a million dollars to make depends on the high level of the show okay i mean that episode can be very expensive now they can't even use it now you tell me so what do you think what kind of trouble you think you're in if you actually give rights to a producer who uses music that you don't own all the rights to.
Even if you own most, most ain't good enough. You have to own all the rights. So how does that work?
Just like I said, okay? You, you're responsible. into a very serious lawsuit.
So this isn't to scare you. Just make it clear. You better own the rights to music that you sign synchronizations to because you're giving them rights to use it.
Okay? Then it goes into details under B, under that B thing about what happens if you do it. And if you do, you know, there is a lawsuit pending because you did not own the rights.
C, the producer will be under no obligation to use or otherwise exploit the episodes or the cycle of the series or make any other exploitation of recordings. This is saying they have no right. Something can happen where they don't. And... even need this at all.
The episode gets canceled. The show gets canceled. They're under no obligation to use it. They gave you your license fee.
Were you getting royalties that they don't use it? Of course not. They might change their mind along the way. You know? And that's sad because you want the royalties.
Like I said, it's a tip. The license fee is like a tip. Okay?
Now we're on page three, the last page of this agreement. D. The producer hereby agrees insofar as the producer is concerned. The master owner owns and controls and shall own and control exclusively, perpetually, and throughout the year all copyrights and other rights. It's clearly saying that because that's why it's a non-exclusive agreement if the producer understands So it's saying it against you in a different way that you are not transferring any of your publishing rights to them You are just giving them the right to use that music in synchronization in that specific episode or future episodes Just that one song of course.
It's all this on this contract. Okay Then it says the master owner hereby agrees that insofar the master owner is concerned the producer owns and shall exclusively perpetuate throughout the universe all copies and into the series and all episodes can bring answers means you don't own any of that video content your music is it let's make this clear we own our show you own your music what's ours is ours what's yours is yours okay that's what that's saying and last but not least on this contract the producer and the master owner may assign this agreement and the respective rights and obligations give a whole part any person firm corporation or any other entity at time to time for not with standing in the legal It means that, let's say the LA Complex, you know, has, you know, season one, two, three, four, five. And they decide to sell.
Remember, it's a company that operates, the producers own the show. They have the right to sell, sell that show to another network or un-network or license it. You can't stop them from doing that is what they're saying there.
You cannot stop them from doing that. Okay. This contract transfers to the new owner and vice versa.
You have the right to sell. sell this piece of music, the warmth that you could be in part of a big library. Let's say you decide I'm going to sell that company.
The goal always in business is to build it, to sell it. Even if you never sell it, your goal is to build a business. So it's, you know, has value and you say, okay, what's it worth now? It started with nothing and now it's worth 5 million bucks or a million or 500,000 or a hundred, whatever. Build it to sell it.
And if you don't sell it, that's always your goal. So anyhow, you might have a big publishing library and this is inside there. So you want to sell the whole company. If it didn't say that we'd have a problem.
If you see. sold it it means that you can't do that without their permission well that's horrible cuz you may have signed another 150 200 cubes and agreements so that's no good so this is protecting both parties the producer could sell the entire series or the of an episode or the whole show the only complex of another entity or company okay as you can sign if you're the publishing holder you can assign that one song sell that the rights the publishing rights to the company of that one song or an entire library that it's a part of. It gives you the permission to do that.
Bottom left side, authorized signing officer of the producer. It means somebody's authorized to make this agreement legally. Then the other side is the Tarot Tone Productions LLC authorized signing officer. I signed this contract because I'm authorized.
I'm a managing member of this LLC, so I have a legal right to do that. We just covered the master license agreement. Now, there's also the sacred...
agreement and contract I I think that this everything you see in here I want you to read through the synchronization contract and license agreement you'll see the same terms in there that's a supplemental contract and it says things a few look differently and it'll be very interesting for you to read through that and you'll see it both are two roads to get to the same city okay so I'd like you to watch part one two and three together feel free to watch these over and over again I know I go pretty quick cover a lot of content here and of course supplementally we will do it in our virtual classroom and talk about you know things as well with that thank you so much for watching thank you a lot of fun here it's great to learn about this stuff you'll totally enjoy once you really grasp it you'll find it's really fun it really is and it's building a company and building a possible royalty base more shows you have cues in the more shows you you have cues and the more chance one of those shows can take off and be explosive, right? Can you imagine you have music in any of those big shows like Big Bang Theory and I've got music in many big shows over the years and those are major revenue streams. Thank you for watching and we will definitely continue this beautiful process.