What is a Co-Publishing Agreement?

A co-publishing agreement is a legal contract between a composer and a music publisher in which both parties share ownership rights and responsibilities related to musical compositions. This type of agreement allows composers and publishers to collaborate in promoting, managing, and exploiting the musical works both creatively and financially.

How Does a Co-Publishing Agreement Work?

Imagine Carla Composer signs a co-publishing agreement with Pure Publishing Co. Under this agreement, Pure Publishing Co. is responsible for negotiating licensing deals for Carla’s works, such as placements in movies, commercials, and TV shows. They also ensure that Carla receives the appropriate publishing royalties and protect her copyrights, taking legal action if necessary.

In return for these services, Carla and Pure Publishing Co. split the income generated from the musical works according to the terms of their contract.

What Happens if You Don’t Use a Co-Publishing Agreement?

Without a co-publishing agreement, several complications and risks can arise for both the composer and the publisher:

• Lack of Clarity in Roles and Responsibilities: Without a formal contract, there may be misunderstandings about the roles and duties of each party, leading to conflicts.
• Financial Disputes: The absence of a contract can result in disagreements over how income from the musical compositions should be divided.
• Lost Opportunities: Without a contract specifying the publisher’s responsibilities, there may be insufficient promotional and marketing efforts to maximize the commercial potential of the composer’s works.
• Insufficient Copyright Protection: Without a contract, the publisher may lack the authority to manage and protect the composer’s copyrights, leaving the works vulnerable to unauthorized use.
• Lack of Support and Resources: A composer without a co-publishing agreement might miss out on the support and resources an established publisher can provide, limiting the reach and success of their compositions.

What Information is Typically Included in a Co-Publishing Agreement?

A co-publishing agreement generally includes the following key elements:

• Identification of the Parties: Names and contact details of the composer and the publisher, as well as any legal representatives or agents involved.
• Description of the Works: A description of the musical compositions covered by the contract, which could include specific songs or all works created by the composer during the contract term.
• Division of Rights and Royalties: Details on how copyrights and royalties will be divided between the composer and the publisher, often including specific percentages for different types of income, such as performance royalties, mechanical royalties, and synchronization fees.
• Publisher’s Responsibilities: A summary of the publisher’s duties, including promotion, marketing, copyright administration, and royalty collection.
• Duration of the Contract: The length of the agreement, which could be for a fixed period or linked to specific events, such as the release of an album or reaching certain income targets.
• Warranties and Representations: Statements from both parties guaranteeing the originality of the works, the authority to enter into the contract, and the absence of third-party rights infringements.
• Termination Terms: Conditions under which either party can terminate the contract, such as breaches of contractual obligations, bankruptcy, or changes in the publisher’s control.
• Indemnification Clauses: Provisions protecting each party from liabilities and legal claims arising from actions or omissions related to the contract.
• Jurisdiction and Governing Law: The jurisdiction and applicable law in case of legal disputes related to the contract.
• Miscellaneous Provisions: Any other terms or conditions agreed upon by the parties, such as confidentiality clauses, contract assignment conditions, and dispute resolution procedures.

These elements ensure that both parties have a clear understanding of their roles, responsibilities, and the terms of their collaboration.

What Rights are Included in a Co-Publishing Agreement?

For a publisher to effectively manage a catalog of musical compositions, they typically need to exercise the following rights:

1. Registering Songs: With copyright organizations and licensing agencies, if the composer hasn’t done so already.
2. Creating, Selling, and Distributing Recordings: In various formats, including physical, digital, or electronic.
3. Performing Songs: Including the right to allow others to perform the works publicly or privately, whether for profit or nonprofit, on radio, TV, the Internet, or other mediums.
4. Publishing or Licensing Printed Versions: Such as sheet music and lyrics.
5. Adapting, Modifying, or Translating Songs: Including recording in other languages, adding new lyrics or music, licensing covers by other artists, and authorizing the use of song excerpts in other works.
6. Granting and Managing Licenses: For the use of songs in user-generated content on platforms like YouTube, Facebook, and TikTok. This includes identifying, claiming, and monetizing videos containing the songs.
7. Using the Names, Images, and Biographical Information of the Songwriters: To promote the songs and the publisher’s services.
8. Third-Party Use: Allowing third parties to exercise any of the rights granted to the publisher.
9. Collecting Income: Generated by the exploitation of the rights granted under the agreement, in accordance with the established terms and conditions.

Main Clauses in a Co-Publishing Agreement and What They Mean

• Term: Defines when the contract begins and its duration, which may include an initial period and options for extension.
• Delivery Minimum: Establishes the minimum number of compositions the composer must deliver during the contract term and the consequences if this requirement is not met.
• Assignment of Rights: States that the composer transfers a portion of their rights and interests in the compositions to the publisher, with the publisher typically acting as the exclusive administrator.
• Advances: The publisher pays a non-refundable advance to the composer, which is recouped from future income and royalties.
• Royalties: Details how royalties are split, often with the publisher taking a commission percentage (usually 25-50%) and the composer receiving the remainder after recoupment of advances and costs.

Is a Lawyer Necessary to Create a Music Contract?

While it’s not strictly necessary to hire a lawyer to create or modify a contract, it’s always advisable to consult with a lawyer specializing in music and entertainment law to draft or review contracts and legal documents.

If legal fees are a concern, platforms like Flou offer an affordable solution. With Flou, you can draft, sign, send, and track your contracts quickly and easily, all in one place. Click here to try Flou for free today.

References:

• Jeff Brabec and Todd Brabec, Music Money and Success: The Insider's Guide to Making Money in the Music Business (8th Edition) (2018).
• Donald Passman, All You Need to Know About the Music Business (10th Edition) (2019).
• Randall D. Wixen, The Plain & Simple Guide to Music Publishing (4th Edition) (2020).
• Eric Beall, Making Music Make Money: An Insider's Guide to Becoming Your Own Music Publisher (2nd Edition) (2022).
• Alexiomar Rodríguez, De Artista a Empresario Musical: La Fórmula para Vivir de la Música y No Morir en el Intento (2022).