| Subject: Re: recording contract notes |
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Date Posted: 16:12:49 02/17/04 Tue
In reply to:
's message, "recording contract notes" on 03:59:45 06/03/03 Tue
>
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>1 This Form is intended for use in circumstances where
>an artist has been contracted to render both audio and
>audio-visual recording services to a company for a
>term of years. The Form is drafted from the point of
>view of the Company and contains a number of
>provisions which are unfavourable to the artist. In
>agreements of this nature special attention must be
>paid to the matters referred to in Paragraphs 133
>[215] et seq ante. Besides ensuring that the final
>form of the agreement is fair and reasonable, the
>Company should also ensure that the artist has
>received independent legal advice from a solicitor who
>is familiar with this type of agreement. The form of
>agreement is suitable for use as a first draft. The
>Company will normally seek to lose a number of the
>provisions which are very unfavourable to the artist
>to ensure that the agreement is enforceable.
>2 Joint and several liability may be unacceptable to
>the members of an artist, and is potentially dangerous
>to the individual members of the artist in the event
>of any dispute between them.
>3 The artist may wish the definition of ‘Company’ to
>include successors and assignees also since, depending
>on subsequent amendments, this may have the effect of
>including in the accounting provisions gross receipts
>of and records sold by the successors and assignees.
>4 The artist may wish to have approval rights over
>locations and may wish to approve the recording
>schedule. The artist will also wish for provision to
>be made for reimbursement of travel expenses and
>provision of hotel accommodation (see eg Form 61
>Clause 4 [1407] post).
>5 There should be no obligation to complete the
>product requirement in the event of force majeure or
>non-performance by the Company of any of its
>obligations.
>6 The right to increase the product requirement may
>not be acceptable to the artist.
>7 Depending on the status of the artist, the artist
>may wish to have total control over the selection of
>material to be recorded on the master tapes as well as
>the identity of any producer of the master tapes and
>the identity of any production company of any
>audio-visual promotional material.
>8 The artist may seek a commitment from the company to
>make promotional videos and to expend up to a certain
>budget on advertising and to provide tour support to
>the artist. The artist may resist the entitlement of
>the Company to deduct payments made pursuant to this
>clause as part of advances.
>9 This clause may on occasion be acceptable to the
>artist’s manager and the record company since it may
>operate in both of their favours. The record company
>will be happy if the artist’s manager is a person who
>is easy to deal with, and the manager will feel the
>benefit of some measure of security as far as the
>manager’s position with the artist is concerned. The
>provision may not, however, be in the best interests
>of the artist and may be resisted.
>10 The artist may seek to exclude merchandising or
>promotional use, and will not wish the production
>costs of these materials to form part of the recording
>costs since these will be recouped solely out of the
>artist’s royalty.
>11 As drafted, this clause effectively provides for an
>open-ended extension which will not normally be
>acceptable to an artist. Extensions of periods or
>suspension as a result of events of force majeure
>should be considered. Failure to complete completion
>of recording owing to an event of default, or a
>condition affecting one member of the artist and the
>resulting joint and several liabilities, should also
>be considered.
>12 This clause creates an open-ended extension of the
>option period and might be unacceptable to the artist.
>13 Whereas the rest of the provisions of Clause 3 deal
>with copyright in the product of the services of the
>artist, the provisions of this Clause 3.1 deal with
>the copyright in the sound recordings and films made
>by the Company the ownership of which the artist
>recognises as being vested in the Company, together
>with the rights to exploit the same without any
>restriction on the part of the artist.
>14 As to requirements relating to assignment of
>copyright see the Copyright, Designs and Patents Act
>1988 s 90 (11 Halsbury’s Statutes (4th Edn)
>COPYRIGHT), and Paragraph 66 [103] ante. As to the
>assignment of rights under a contract see generally 6
>Halsbury’s Laws (4th Edn Reissue) paras 9 et seq.
>15 As the services of the artist may well involve the
>contribution of various literary and musical material,
>it is important for the Company to obtain an
>assignment of the copyright in any such contributions.
>As to performers’ property rights and rental rights
>see generally Paragraphs 96 [148] et seq, 119 [180],
>120 [181] ante.
>16 Ie the Copyright, Designs and Patents Act 1988 ss
>180-212 (11 Halsbury’s Statutes (4th Edn) COPYRIGHT).
>17 As to performer’s rights and consents see generally
>Paragraphs 93 [145] et seq ante.
>18 As to moral rights see generally Paragraphs 80
>[122] et seq ante. Whilst there are no moral rights in
>sound recordings, there may be rights in the literary
>and musical material incorporated in them.
>19 An acknowledgement of this nature is important to
>the Company, since it will undoubtedly need to have
>the right to use photographs and circulate biographies
>of the artist in order to publicise the records, and
>in some territories (principally certain states in the
>United States of America) the consent of the artist
>may be required in order to authorise such endeavours.
>20 The artist may wish that advances are payable
>irrespective of any suspension or event of force
>majeure.
>21 The breakdown and dates of payments of the
>instalments are capable of wide variation and subject
>to commercial negotiation. In cases where the artist
>is represented by an agent, a payment direction in
>favour of the agent in a form similar to that
>contained in the star artist direct agreement (see
>Form 61 Clause 5.1 [1409] post) may be required. The
>artist will also generally require VAT to be payable
>on all advances and royalties. It would be usual to
>expect the amount of the advances payable in respect
>of each successive option to increase steadily.
>As to equitable remuneration see Paragraphs 119 [180],
>120 [181] ante. Whether the Company considers it
>necessary to apportion part of the royalty payable
>under this Clause to equitable remuneration is a
>commercial decision which may need to be reviewed in
>the light of case law on equitable remuneration.
>
>22 As to agreements with minors see generally vol
>16(2) (2001 Reissue) FAMILY Paragraph 217 [891] et
>seq, and see Form 77 [1755] post.
>23 This provision is necessary to determine the
>subsistence of copyright in the product of the
>services.
>24 This provision may often be dispensed with, since
>the Company will be in a position to cut or discard
>any offending material.
>25 An artist will normally seek to limit the
>circumstances in which such right may be exercised. As
>to moral rights of the artist see Paragraphs 80 [122]
>et seq ante.
>26 As to the Performing Right Society see Paragraphs
>129 [211] et seq ante. This provision is likely only
>to be relevant where the artist is to perform or
>record works in which the copyright is controlled by
>the Company or an associated company. If the artist
>carries out any arrangements of such works, then the
>artist may be entitled to receive a share of the
>performing right income which would result in a
>diminution of the share payable to the company in its
>capacity as publisher.
>27 This provision is essential to the Company, since
>closed shop arrangements exist in respect of certain
>unions which might prevent the Company from engaging
>the artist if the artist were not otherwise a member.
>28 This provision is generally subject to negotiation
>and may not always be required.
>29 This provision is subject to negotiation and may
>not always be required.
>30 This provision is subject to negotiation and may
>not always be required.
>[630]
>
>31 Although the record company may seek to exercise
>some control over the artist’s live performances, this
>may not be accepted by the artist, although in
>practice the Company may be able to exercise negative
>control since some engagements may not be commercially
>viable in the absence of tour support from the company.
>32 This provision seeks to preserve the goodwill
>present in the name of the artist.
>33 Independent legal advice must be obtained from a
>solicitor with relevant experience: see generally note
>1 above.
>34 These provisions will only apply in the event that
>the artist is a group of more than one member and
>should be examined most carefully by the artist. See
>also notes 1 and 2 above.
>35 See note 2 above.
>36 See note 2 above.
>37 An artist will usually resist a requirement to
>obtain the prior written consent of the company for
>any change in the group. The leaving notice procedure
>in Clauses 6.4 to 6.7 may not always be applicable or
>acceptable, and is usually the subject of commercial
>negotiations in which the overall context and terms of
>the agreement will be relevant. See also notes 1 and
>34 above.
>38 Whilst the Company may wish to be relieved of its
>obligations towards all of the members of the artist,
>if one member leaves this will frequently be
>unacceptable to the other members of the artist.
>39 Note 1 above and Paragraphs 133 [215] et seq ante
>should be borne in mind in the context of any
>re-engagement option, and great circumspection will
>need to be exercised by the company if it wishes to
>have the benefit of such a provision.
>40 See notes 38, 39 above. In practice, any provision
>relating to new members may be extremely difficult to
>enforce.
>41 See notes 38, 39 above. In practice any provision
>relating to new members may be extremely difficult to
>enforce.
>42 A division of payment provision will not generally
>be needed where all of the members of the artist
>jointly direct the Company to remit royalties and
>advances direct to the agent.
>43 As to the rights of persons having recording rights
>see Paragraph 104 [158] ante. If the Company is
>requiring audio rights only, it may in some
>circumstances be inappropriate for any restriction to
>be placed on the activities of the artist in cinema
>films or television films. In certain circumstances
>the Company may need to restrict the right of the
>artist to re-record certain works. Where the Company’s
>associated publishing company controls publishing
>rights in the works some degree of control may be
>exercisable.
>44 See note 43 above.
>45 Whilst it is of obvious commercial importance for
>the Company to establish whether or not there are any
>unreleased recordings of the artist, any warranty from
>the artist as to the previous release pattern will in
>appropriate circumstances need to be qualified and
>inquiry will also need to be made of all record
>companies.
>46 The artist may be expected to resist any provision
>which makes royalties payable in respect of records
>made during the early years of the term cease to be
>payable on the happening of any breach (material or
>not) by the artist. The artist can similarly be
>expected to reject any provision which limits the
>obligation of the Company to pay royalties to the
>artist only throughout the duration of the term. The
>amounts of the royalties are generally a matter of
>commercial negotiation, but see generally note 1 above
>and Paragraphs 133 [215] et seq ante. In practice,
>most record companies have detailed royalty
>provisions. The provisions in this Form will not
>always be appropriate and will need careful thought
>and adjustment. The structure of the clause allows for
>an increase in royalty to be payable during the
>period, the royalty on master tapes recorded during
>the first option period capable of being higher than
>those recorded during the initial period etc. The
>clause also permits the establishment of 2 separate
>royalty rates for albums and singles, which is common,
>and also for 2 separate royalty rates applying to
>sales in the United Kingdom (or any other designated
>territory) and sales outside the designated territory.
>47 The percentage of net profits may not be payable
>depending on the extent of the rights granted to the
>Company and the precise commercial terms.
>48 The artist may not accept that the production costs
>of pre-recorded tape or compact discs are greater than
>vinyl discs and may require the rate for tapes and
>discs to be the full royalty rate.
>49 The artist may seek to impose a restriction on the
>time period in which a sale may be effected to a club
>operation, and may wish to exclude altogether any
>ability for any record to be made available as an
>introductory offer or a free or bonus record or on
>terms pursuant to which the Company receives no
>payment.
>50 The intended effect of the words ‘otherwise
>applicable’ is to make all royalty reductions
>cumulative.
>51 The artist may wish to prohibit ‘premium’
>promotional and advertising use altogether or for a
>specified period.
>52 The artist may wish to exclude altogether the
>concessionary rate for libraries, educational
>institutions and the armed forces. The intended effect
>of the words ‘otherwise applicable’ is to make all
>royalty reductions cumulative.
>53 The reduction for television advertised records may
>not be acceptable to the artist unless the television
>sales campaign costs a predetermined amount, or the
>artist may wish to exclude the provision altogether.
>The intended effect of the words ‘otherwise
>applicable’ is to make all royalty reductions
>cumulative.
>54 The provision relating to extended play records may
>be irrelevant and the rates for 7” and 12” records are
>a matter of commercial negotiation. The intended
>effect of the words ‘otherwise applicable’ is to make
>all royalty reductions cumulative.
>55 The artist will wish any discount in the retail
>price to be borne by the Company, since the Company
>alone controls such matters and will wish to prohibit
>the right of the Company to license records and master
>tapes on a flat fee basis.
>56 If a club operation sale is to be permitted, the
>artist will wish to specify a minimum royalty base
>price.
>57 The artist may wish to exclude any right for the
>record company to incorporate non-artist material on
>records. Any compilation right may be by negotiation,
>but the artist may not be prepared to accept both a
>pro rata reduction of the royalty base price and a pro
>rata reduction of the royalty itself on compilation
>albums. The intended effect of the words ‘otherwise
>applicable’ is to make all royalty reductions
>cumulative.
>58 See note 57 above.
>59 The artist will wish to restrict the point at which
>such rights may be exercised by the Company, and will
>wish to limit the numbers of records distributed free
>or for publicity purposes.
>60 This provision allows for the Company to apply
>further reductions and deductions in royalty rates,
>but may be rejected by the artist on the grounds that
>it is for the Company to ensure that it can
>sub-license the records at the same royalty base price
>on which it is obliged to pay the artist.
>61 As to the exchange rate, account should be taken of
>companies who may have received payment at a rate more
>favourable than the rate of exchange in which the
>artist was paid.
>62 The artist may not accept that the Company has the
>right to deduct credits and exchanges from the sales
>of records, since sales figures already exclude
>returns, credits and exchanges. As to the right to
>deduct reserves against returns of records which are
>sold on a sale or return basis, the artist will seek
>to limit the amount which the Company may deduct by
>way of reserve. In some circumstances the artist may
>request that the reserve is placed in a joint named
>interest-bearing trust account, and the artist may
>require reserves to be liquidated and paid to the
>artist within 2 to 4 accounting periods.
>63 Any recoupment of advances from the royalties is
>normally acceptable. The recoupment of sums deemed to
>be advances and recording costs is a matter of
>commercial negotiation, but see note 1 above, and
>Paragraphs 133 [215] et seq ante.
>64 This provision is likely to be resisted by an
>artist, since it will mean that if the advance in
>respect of any option period has been recouped, all
>further income in excess of the advance from other
>records will be deemed to be prepayment of advances
>payable by the Company on the exercise of further
>options which may in some cases be free of charge to
>the Company.
>65 The question of whether the artist’s royalties
>should bear any royalty payable to an independent
>producer is a matter for commercial negotiation.
>Normally an artist will seek to limit the amount of
>the royalty.
>[631]
>
>66 The artist may wish the accounting dates to be
>quarterly and may require the Company to render
>accounts within 45 days from each accounting period.
>67 The artist may wish to lengthen the period after
>which any statement is binding on the parties, and may
>not accept certification by the auditors of the
>Company as being binding on the artist.
>68 The artist may resist this provision, since it may
>require notice from the artist as a precondition to
>payment of royalties on each accounting date.
>69 The artist will normally require certificates of
>any tax withheld and an undertaking on the part of the
>Company to co-operate with the artist to minimise the
>withholding of taxes.
>70 This provision may not be required, depending on
>the circumstances. See note 42 above.
>71 The controlled composition clause will in many
>circumstances be unacceptable to the artist, since it
>reduces mechanical income by 25%.
>72 Where the artist does control rights in
>compositions, this provision amounts to a free
>synchronisation licence and may therefore be
>unacceptable to the artist.
>73 The artist may require the Company to use its best
>endeavours to remedy any breach as a precondition to
>being able to rely on the exclusion.
>74 The morals clause may be unacceptable to the
>artist, and in some circumstances may not be required
>by the record company.
>75 The suspension and termination procedures may be
>resisted by the artist in their entirety, since the
>artist will argue that it is paid in stages depending
>on performance and suspension could be used to prolong
>the term indefinitely. See also note 91 below and
>Paragraphs 133 [215] et seq ante.
>76 The artist will not wish to accept that the Company
>is able to suspend the agreement, because an event of
>force majeure prevents it from distributing records
>and would want to limit the period of such suspension.
>77 The number of tracks and number of minutes playing
>time in respect of any album is subject to negotiation.
>78 The definition of ‘associate’ is included for the
>purpose of extending the definition of compositions
>which are the subject of what is frequently referred
>to as a ‘controlled compositions clause’ in Clause 10.
>79 See 23 Halsbury’s Laws (4th Edn Reissue) para 1293
>note 20 and para 1298.
>80 The definition of ‘completion of recording’ is
>inserted for the purpose of determining the date of
>payment of relevant portions of the advances payable
>under the agreement.
>81 The definitions of ‘distribution expenses’ and
>‘distribution fees’ are necessary only where the
>Company is agreeing to pay to the artist a percentage
>of net profits relating to the audio-visual
>exploitation of the records.
>82 See note 81 above.
>83 As to gross receipts generally see vol 15(2) (1998
>Reissue) ENTERTAINMENT AND MEDIA Form 152 [2751].
>84 References to the types of television should be
>examined carefully and amended where necessary to
>include any additional or specific types of television
>exploitation within the contemplation of the parties.
>85 The artist will seek to resist the exclusion of
>advances and minimum guarantees unless and until
>earned, and will wish these to be brought into account
>as soon as they are non-returnable. The artist may
>also wish gross receipts to be calculated on a
>so-called ‘source’ basis by reference to receipts of
>the Company’s successors and assignees and will not
>wish to accept that sums held outside the United
>Kingdom are not included as receipts (see also note
>104 below).
>86 The definition of ‘initial period’ is included for
>the purpose of delineating the term which comprises
>the initial period plus one or more option periods.
>The length of the initial period is negotiable. The
>Company will wish to enjoy the longest possible
>legally enforceable period since it postpones the
>point at which a further advance has to be paid. The
>artist will wish this period to be short.
>87 It should be noted that the definition of ‘live
>recordings’ is not referred to in the definitions of
>‘album’ or ‘single’ which are derived solely from the
>master tapes. The master tapes are studio recorded and
>accordingly the product requirement will not extend to
>any records derived from live recordings. The artist
>will normally seek to have these included in order to
>receive royalties on them.
>88 The artist will normally seek to limit the extent
>of discretion exercisable by the Company in
>determining what is and what is not technically and
>artistically satisfactory. See note 88 above, and Form
>4 note 35 [685] post.
>89 The record industry has traditionally accounted on
>90% or (in the case of the USA 85%) of records sold.
>The original intention was to provide an allowance for
>damaged or broken records, but since the sales figure
>is nowadays usually the net sales figure of all gross
>sales less any returns or credits the artist will seek
>to be accounted to on 100% of sales. Additionally, the
>artist will seek to impose some restriction on the
>nature and amount of credits to be given by the
>Company, possibly by excluding credits given to any
>associate or by restricting credits and allowing them
>only where they are bona fide reasonable and on arm’s
>length terms.
>90 As to net profits generally see Paragraphs 264
>[363] et seq ante and see vol 15(2) (1998 Reissue)
>ENTERTAINMENT AND MEDIA Form 154 [2762].
>91 The number of option periods and the length of the
>term and initial term are negotiable. An option period
>of 12 months is generally acceptable. See also A
>Schroeder Music Publishing Co Ltd v Macaulay [1974] 3
>All ER 616, [1974] 1 WLR 1308, HL.
>92 The packaging charges are used in calculating the
>royalty base price and are negotiable.
>93 The definition of ‘product requirement’ is included
>for the purposes of Clause 1.4.
>94 The record company will normally require certain
>warranties relating to the artist’s professional name,
>although the group provisions contained in Clause 6
>may in some cases, if they are accepted, clarify the
>position of any leaving member of the artist. So far
>as the professional name is concerned, it may be
>relevant for other provisions to be inserted relating
>to the name. If the name has been registered as a
>trade mark, the Company will need to enter into a
>separate user agreement with the artist or other the
>trade mark proprietor.
>95 It should be noted that the definition extends both
>to audio product and audio-visual product. The artist
>may wish to limit the scope to audio product.
>96 The artist will seek to limit the scope of the
>definition of ‘recording costs’ to the actual direct
>costs incurred by the Company, exclusive of any
>overhead or profit charge relating solely to the
>production of the master tapes or live recordings
>after the deduction or taking into account of any sums
>contributed by third parties towards the making of
>such recordings (such as television companies). The
>artist will not wish any royalty payments or
>percentages of profits to be included, as this will
>mean the costs are continually escalating. Similarly,
>the artist will seek to exclude the costs of
>promotional videos art work and other promotional
>material altogether, as well as any element of costs
>payable to an associate of the Company. The artist
>will also seek to impose a maximum amount which can be
>recovered by the Company in respect of any master tape
>or live recording and will seek to limit the ability
>of the Company to recover recording costs from one
>album from the revenue of another album (ie
>cross-collateralising income and expenses). Whilst
>this is favourable to the Company, it is not
>favourable to the artist, whose royalty income from a
>successful album may be stopped altogether and used to
>pay for the recording costs of an unsuccessful album.
>The method of recovery of the recording costs should
>also be examined carefully by the artist. If recording
>costs are deductable for the purpose of calculating
>net profits they should not be deducted again for the
>purpose of calculating royalties payable to the artist
>as in Clause 8.16. Finally, the artist will seek to
>prevent the Company from deducting the recording costs
>from the artist’s royalty since, whilst such sums are
>being deducted, the Company itself will be in receipt
>of profits from the records and the artist will
>maintain that the recording costs are part of the
>Company’s cost of doing business and should therefore
>be borne by the Company alone in any event.
>97 The artist will normally require some form of
>consultation rights over the recording schedule, may
>wish the periods to be limited in each calendar year
>and may wish to have approval over all studios and
>locations.
>98 The definition of ‘relevant rate’ is inserted for
>the purpose of the so-called ‘controlled compositions
>clause’ in Clause 10 (see also note 78 above).
>99 As to rental rights generally see Paragraphs 119
>[180], 120 [181] ante. The rental right in the
>copyright works included on the Master Tapes is
>different from the rental right in the performances
>contained on them. If the performances are of
>compositions controlled by the Artist, the Artist’s
>publisher will probably be unwilling to grant the
>Company the exclusive rental right in the
>compositions. If the Artist performs material written
>by third parties, the Company may need to acquire the
>rental right in relation to such works.
>100 Since the amount of the retail price determines
>the level of royalty, the artist may seek to impose
>some restriction on the ability of the Company to
>settle this level or provide a notional minimum retail
>price to be used solely for the purpose of
>establishing a minimum royalty.
>101 The artist will seek to resist the deduction of
>Value Added Tax and similar taxes from the retail
>price for the purpose of calculating the royalty base
>price, since such taxes may never have formed part of
>the retail price and their deduction will create a
>profit centre in favour of the Company.
>102 The precise definition of ‘services’ will vary in
>every case and the description should be considered
>carefully.
>103 The precise length of the term is generally the
>subject of commercial negotiation (see note 86 above).
>The term is subject to extension if the product
>requirement in each year is not met and also by the
>period of any suspension to which the Company is
>entitled pursuant to the provisions of Clause 13. The
>artist will seek to limit the length of any suspension
>or extension of any period in the term, and should not
>accept any provision extending the term because the
>product requirement has not been met through no fault
>of the artist.
>104 This definition is included for the purposes of
>calculating net profit, and may not be required if the
>agreement does not provide for the artist to receive
>such a participation or if the rights granted to the
>Company are limited to audio records. The artist will
>be concerned as to some of the points raised in
>connection with the recording costs (see note 94
>above) and will wish to prevent a double deduction of
>sums both by way of recording costs and third party
>liabilities. The artist should require documentary
>evidence of any deduction being required to be made as
>a result of any foreign union arrangement, and if the
>ability to deduct sums payable to owners of copyright
>elements contained in the master tapes or the records
>is accepted at all by the artist it should be limited
>purely to audio exploitation. The deduction of all
>other sums payable in respect of the manufacture or
>sale of the records should be resisted by the artist,
>as it will presumably eliminate any prospect of net
>profits.
>105 If the artist grants the Company audio-visual
>rights in respect of the live recordings the artist
>should seek to include these within the definition of
>videograms and bring the revenue derived from
>videograms within the definition of ‘gross receipts’,
>since sums received from their audio-visual
>exploitation will otherwise be excluded.
>106 This provision is inserted to avoid the operation
>of the Interpretation Act 1978 s 23 (41 Halsbury’s
>Statutes (4th Edn) STATUTES).
>107 As to copyright in the UK see Paragraphs 36 [48]
>et seq ante. Rights of copyright created pursuant to
>the Copyright, Designs and Patents Act 1988 (11
>Halsbury’s Statutes (4th Edn) COPYRIGHT) extend only
>to the United Kingdom. For copyright to subsist in
>other parts of the world depends on the laws of the
>country in question. Since the assignment of copyright
>clause is intended to assign rights of copyright
>throughout the world, it is important that the
>expression ‘copyright’ should not be limited to
>copyright existing under the law of England and Wales,
>as might be the case where a standard interpretation
>clause is used without this provision.
>108 EC Council Directive 92/100 has been implemented
>in a different manner in every state in the European
>Economic Area and it is possible that differences may
>arise in interpretation of implementing legislation.
>Although the provisions of the Directive will
>generally override any implementing legislation, this
>provision endeavours to settle matters relating to
>equitable remuneration pursuant to the Agreement under
>English law.
>109 This provision is intended to cover the
>possibility that an individual engaged to render
>services in one particular capacity may render
>incidental services in another capacity such that a
>literary, dramatic, musical or artistic work is
>created. It is important that the producer obtain an
>assignment of copyright in the product of all services
>of persons engaged for the film and not just of the
>particular services for which they were engaged.
>110 The artist will wish to see a reversion of rights
>if the Company fails to distribute records within the
>given period or for a given period. As to damages for
>loss of opportunity to enhance reputation see Herbert
>Clayton and Jack Waller Ltd v Oliver [1930] AC 209,
>HL, and see generally 12 Halsbury’s Laws (4th Edn)
>para 1188.
>111 This provision will frequently be resisted by
>artists.
>112 This provision relating to equitable relief may
>only be relevant in foreign jurisdictions.
>113 As to severability of illegal and void contractual
>provisions see generally 9 Halsbury’s Laws (4th Edn)
>paras 430 et seq.
>114 See Form 25 [906] post.
>[632
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