2-5) Explain and define the essential elements a songwriting partnership agreement should have.

Two musicians, Ahmad and Deandre, best friends all their lives, decide to pool their talent and write songs for the various bands around their city. Seeing that many bands are using karaoke tracks to play to, the two figure that their new business of writing songs together is a can’t-lose situation. Since Ahmad plays keyboards and Deandre is a vocalist, it is decided that Ahmad will write the music while Deandre will contribute the lyrics and sing the demo version of the songs. Their business venture becomes an almost immediate success with the groups in their city as demand for their songs runs high. Rock, country, rap, pop, and gospel acts are all clamoring for their songs.

Then the bottom begins to fall out.

Now that money is being made, issues never before encountered begin to surface. Ahmad, who labors for hours writing the instrumentation, feels he should get a larger share than Deandre, who just comes in a few hours each day and lays down the lyrics. Ahmad also objects for religious reasons Deandre’s plans to make their songs available for use in beer commercials. Furthermore, Deandre has been writing and singing on the side with other musicians and Ahmad feels this may be a conflict of interest.

But what really dooms the songwriting partnership is when 7 different lawsuits reach Ahmad and Deandre claiming that lyrics and music to some of their most successful—meaning profitable— songs belonged to someone else. In settling the lawsuits, both writers lose everything they earned, plus are forced to sell off musical equipment and other personal possessions to satisfy the claims. Bitter and disgusted, the two part ways, their friendship ruined, their careers over, and their reputations tarnished.

Situations like these are more common in the music business than many care to admit. Songwriting is one of the most lucrative positions in the business, but it is also one which brings a great deal of personal, financial, and professional risk to it. In the case of our two songwriters above, several areas that needed to be addressed before the partnership began went lacking, and therefore the partnership was a disaster waiting to happen. Let’s look at ways that Ahmad and Deandre could have better ensured that their venture would succeed.

First and foremost, the two budding superstar writers should have worked out an agreement with each other spelling out the duties, obligations, and expectations of all involved. If one person is to write the music and the other the lyrics, this should be defined exactly even though it may seem obvious as to who does what. The main reason this is recommended is that the agreement spells who did what in the case a dispute arises. This detailed division of duties also allows an “indemnification” clause to be added which attests that what each partner brings to the collaboration is their own work or they have the legal right to use it. This is used primarily to shield the other partner from liability should a legal claim arise over the work.

In this age of sampling and international accessibility to many forms of music over the internet, this clause is very vital in case one writing partner uses someone else’s material, either intentionally or inadvertently. An indemnification clause would allow the lyricist to avoid a lawsuit if the music in the song he co-wrote was plagiarized, or the musician to dodge the legal bullet if words were taken off the internet by the lyricist.

Another matter which should have been addressed was whether the partners could write with other people in other partnerships. A conflict of interest could possibly result if one partner were involved with another venture, so this matter should be spelled out as to what is proper or not. Another matter to consider is whether the songs could be changed by one partner without the consent of the other, or whether the song can be used in ads which may conflict with the values or beliefs of a writing partner. Please remember: if an issue or concern is NOT in writing, the assumption is that it CAN take place. If it is not specifically stated that a partner cannot change the song without the consent of the other, it is assumed he can, likewise with placing the song in a beer commercial.

How income form the songwriting partnership is to be divided should be written out. Although the most common division is 50-50, there might be an expectation of a different split if one partner feels they contributed more. Legally, ownership of a song is divided equally among all the people who contributed to it, but if there is to be a different way the writers agree to split the song, THIS SHOULD BE SPELLED OUT, with exact percentages listed.

Finally, Ahmad and Deandre should have established their business as a corporation, whether as a subchapter “S” or limited liability, to avoid having their personal assets placed at risk should the business face a lawsuit or legal claim.

Take heed to the examples discussed here to enable the corner of the music industry you claim as your own to be as exciting, rewarding, and profitable as possible.