Band Member Agreement

I.    Beginning and ending membership in band
II.   Band Member Responsibilities
III   Responsibilities of the Band Leader
IV.  Profit Sharing

The following agreement was printed on the date signed below. Amendments to the agreement can be adopted in writing at any by a unanimous decision by all band members.

This first statement recognizes that circumstances change, and we can't predict every eventuality that could arise. When this happens and the band agreement needs to change, it will only happen if everyone in the band can agree on it. If everyone on the band doesn't agree to change something, everyone (even/especially those who wanted to make the change) will keep following the unchanged version of the band agreement, because hey, that's what we already agreed to.

The following band agreement contains all the issues I could think of to include. After the first open mic performance, we'll discuss this document, and each band member will be asked to contribute at least one edit to the band member agreement, before signing it. (If you can't think of anything, you can throw in "We agree to try to keep our shoe laces tied" or something. It'd be really cool if you could spot something so obvious that I left out but that would have a profound impact on the band.) The band agreement isn't just the Darkwinner telling the band what to do, it's a collaborative effort that addresses everyone's concerns.

This agreement is between all band members signed below. The agreement is also between the band members and the band leader signed below. This band leader may (or may not) simultaneously serve in the capacity of a band member.

I. Beginning and ending membership in the band

A)Initiation of band membership: Band members officially become a partner in the band upon meeting the following two criteria: 1) signing and dating this membership agreement and 2) the signed and dated membership agreement is accepted by the band leader.

So just because I like you at the audition, it doesn't mean you're in the band. You're in the band when you decide you like my way of doing things. You won't be asked to sign this membership agreement until after the first (probably open mic) performance. That way you're over the "must impress the guy I'm auditioning for" stage, and are able to critically evaluate me based on my leadership skills. After you've got data on how I do things, then you can make a commitment to the band by signing this agreement.

B) Termination of band membership: Band members leave the band at the earlier of the following: 1) the band leader's direction,

If it turns out someone in the band is being a jerk (ie not coming to rehearsals or whatever) I can just direct them to leave the band (sorry, no appeals, if I decide you're out of the band, you're out of the band.).

or 2) Two months after giving the band written notice regarding their intention to leave.

If the band member can't stand being in the band (or is going to Europe for a year or whatever) he needs to tell the band in time for us to find a replacement. I could probably find a good replacement in a month, but I say two months to be safe. We ask for written notice so there's no misunderstanding ("But I said two months ago I was leaving!" "Er, no you didn't...")

During these two months, the band member agrees to continue fulfill all the responsibilities/commitments as a band member.

So just because someone is leaving in two months doesn't mean he should screw the band over by giving horrible performances on stage.

Upon leaving,the band member agrees to:

1) Give the band ownership of anything contributed to the band (such as unsold merchandise and future profit shares)

When he leaves, the band can do whatever they like with his previous contributions. Just because the bass player leaves, we can still sell the CDs that have him playing bass for some tracks. Also, we're not going to hunt you down and mail you $20 we owe you b/c we sold 5 more CDs with you on it.

2) Agree not to attempt to damage the band after leaving

If there's a huge spat before you leave, you're not going to screw the band over by "bad mouthing" us to all the club owners.

It should be noted that the general principle here is that when someone leaves, everything that could favor the band, goes to the band. It kind of sucks if you're the first one to leave, but it's good for your 4 remaining ex-bandmantes. The idea here is that when you join the band, you haven't just committed to the band for the present; you've also committed to helping the band keep going as strong as possible when you move on to other things.

II. Band Member Responsibilities

Rehearsal attendance:Band members agree to attend scheduled rehearsals with punctuality.

You're going to practice with us. (If you don't want to rehearse, why are you joining a band?) It's kind of rude to keep the other 4 band mates twiddling our thumbs waiting for you to show up (30 mins late for you = 2 hours combined time of us waiting). Occasional tardiness happens to everyone (stupid traffic accident), but if it's happening regularly, that's not acceptable.

Performance attendance: Band members agree to attend all shows. Additionally they must arrive early for set up/sound check, and remain after the performance to help remove equipment from the performance venue.

If we book a show for Saturday night, you should be there Saturday night. (If you don't want to gig, why are you joining a band?) Unless there's a good reason, the whole band helps set up and tear down. If one person does it, it takes two hours. If four people are doing it, it takes 30 mins.

Publicity: Band members agree to share publicity efforts

I managed to spend well over 20 hrs running around putting up flyers for band auditions. If there are 5 of us, that would be 4 hrs each of flyering.

Behavior: Band members agree to act in a professional manner when representing the band. Band members agree to give their best effort on all performances, during both lead and supporting roles.

No getting drunk and throwing up on stage. You're not going to do a deliberately bad performance b/c you're mad at one of the band mates.

Band mate support: Band members agree to support other band members. Band members will not "tear down" or detract other band members, even as a joke or sarcastically, as this goes against the spirit of an "attitude driven" band.

No making fun of other band members, even in a friendly "male camraderie" manner. We won't make fun of a bad hair cut, we build each other up and make everyone feel better about themselves.

Commitment forwarding: Band members agree to refrain from making commitments on the band's behalf. If a band member is contacted to book an appearance/sign a contract, the proper response is to forward the contact to the band leader.

Alex tells Bar A we'll play at his place on Sat. Barry tells Bar B we'll play at his place on Sat. Since the band can't be at two places at once, we're screwed. To avoid this, only one person (the band leader) is authorized to make band commitments. If Bar A asks you to book the band, you say, "Ask the band leader, here's his phone number and e-mail."

Partnership and liability: Band members agree to be associate partners with the band leader, who assumes the role of the senior partner. As partners, liability for band actions is distributed among all band members, not just the band leader or senior partner.

If the band doesn't show for a club engagement and the venue owner sues for $500, I'm not responsible for the full $500. I pay $200, and each of the band members pays $100.

If damage is "clearly caused" by a single band member, only that band member will be held liable for it. "Clearly caused" is defined as "all the band members and band leader except for a single band member can agree a single band member caused it."

If we're getting sued for $500 because the bass player didn't show (and everyone else was there), the band would ask the bass player to pay the full $500. This is "clearly caused" because the drummer, guitarist, vocalist and band leader all agree it's the bass player's fault. The bass player might disagree, but he's the "except for a single band member" and so he's liable for the full $500. While he might not think it's "clearly caused" by him, the rest of the band does, and so he's going to have to pay $500.

Intra band communication Band members agree to talk about whatever problems may arise between band members. "Back stabbing" are to be avoided at all costs. Band members should voice their concerns to the band leader for consideration. "Secret meetings" will destroy the band.

You can tell I'm still sensitive/cautious about how my second band ended, huh? Seriously, if we've got problems, let's talk about them and resolve them. It's surely better than hating each other's guts, no?

"Secret meetings" are a particularly sensitive point for me, and I'm going to ask that you guys go out of your way to respect that. If one person can't stand my decisions, he should leave the band. He should NOT try to get the rest of the band "on his side" in a secret meeting. After all, if the band leader doesn't listen to one person, maybe he'll listen when 4 people are all saying the same thing!

This won't work with me. I make EXTREMELY counter-intuitive decisions. (Like starting bands full of people who DON'T have complimentary music tastes, and not basing a band on music, and starting a record label despite the fact that we haven't recorded anything.) I trust my judgement even if "everyone else" says my judgement is crazy. If one person's logic doesn't convince me, it won't make a difference if 4 (or 200) people are all using the same logic.

A secret meeting is the one thing that is guaranteed to kill the band. If I find out about it, I will never be able to trust the band again, and the band dies. If you find out that someone's trying to organize a secret meeting, you might want to remind the organizer of the above points.

III. Band leader's responsibilities

Regular responsibilities: The band leader agrees to attend all rehearsals and performances, act in a professional manner, and support the other band members as described above.

The band leader has general responsibilities just like is expected of all band members.

Additional responsibilities: The band leader assumes all additional duties he considers appropriate, such managing accounting and paperwork, scheduling the agenda for each rehearsal, accepting booking contracts, arranging the set list and order of each performance, directing merchandise distribution/pricing, and coordinating press releases/promotions.

So I'll keep a copy of all the signed band membership agreements and such in a folder. I'll also handle bookkeeping for incoming and outgoing expenses.

Alex wants to rehearse song A. Barry wants to rehearse song B. We could waste 30 mins arguing about what to rehearse, or the band leader could just decide we'll work on B first, and A if we have time. According to the membership agreement, we're going with the latter option.

Alex wants to play all the slow songs first. Barry wants to play all the fast songs first. Either way would work (and both have their advantages and disadvantages.) A debate won't "prove" which one is correct logically. So the band leader gets to decide.

Accepting new band members: The band leader will do the initial screening of future potential bandmates. Once the initial selection is done, the remaining candidates will be evaluated by the full band.

At the end of March, the drummer says he's graduating at the end of May. We put up flyers. We get 10 responses from different drummers. We're not going to spend rehearsal time auditioning all 10 (that's like a month of rehearsal time), and it'd be impossible to coordinate everyone's schedules so the full band could meet with all 10 outside of rehearsal schedule. Instead, the band leader meets with all 10, and realizes that 7 of them have got bad attitudes. The 3 remaining drummers will meet the band during regular rehearsal time (we could do that in two rehearsals, one week), and the whole band can decide who to go with.

Role of senior partner in arbitration: As senior partner, the band leader resolves all disputes between band members. Associate partners agree to follow the senior partners decisions, even (and especially) if the associate partner would have decided otherwise.

Lots of other dinky (and some not so dinky) things will get decided like the above items. If a discussion can't "prove" one alternative is better than another, and there's a conflict, band members have to accept the band leader's decisions. The band leader decides stuff, that's why he's the leader.

Intra band communication The band leader agrees to listen and evaluate band members concerns as soon as practical.

I'll listen to what you've got to say. There will be times when discussion isn't practical (like when we're live on the radio), but as soon as it is practical to have a discussion, I'll listen to you. (like after the radio show is done.)

Additionally, the band leader agrees to do his best to ensure band member harmony.

I'll try to see that everyone's as happy as possible. It's no fun for anybody if two band members hate each other. So it's in everyone's best interest that we all get along ;-)

III. Profit sharing

A) Non-investment earnings: If income (such as from performances) is generated in a manner not requiring initial investment , the money will be distributed as follows:

Nobody had to put down any money up front to perform at a bar, so the money will be divided like this:

1.  Number of shares: The number of shares will equal the number of band members plus the band leader.

There are 4 band members (Alex, Barry, Chuck, and the Darkwinner) and 1 band leader (the Darkwinner). Therefore there are 5 shares.

 2.  Profits will be divided equally into the number of shares calculated in 1 above.  
Each band member will receive one share, and the band leader will receive a share.  If the band leader is also a band member, that individual will receive two shares.   

We get paid $500 to do a show. Since there are 5 shares, each share is worth $100. The band members (Alex, Barry, Chuck, and the Darkwinner) get $100 each as band members, and the band leader (the Darkwinner) gets an additional $100. (So I'd get $200 total) If the Darkwinner was not a band member (the band was Alex, Barry, Chuck and Ed), each band member would get $100, and the Darkwinner would get $100 as well. (I get less if I'm just the leader, not the leader and a band member.)

Why should I get more money? Well, besides the fact that I'm the one who put up the flyers and invested oodles into band PA/recording equipment and stuff, there's also the fact that in addition to performing/writing (which all band members do), I'm also handling the duties of agent, producer and manager. Any one of those jobs would have asked for a percentage of the income. If we divided the money evenly, we'd each get $125 instead of $100. So yeah, you "lose" $25 since it's not distributed evenly, but I think I've earned the right to a bigger piece of the profits. If you disagree, don't join the band.

B) Investment earnings: If income is generated in a manner requiring intial investment (such as CDs and T-shirts), profits will be split between investors and members as follows:

Unlike money generated from a performance (show up at the bar and get paid), there's an initial investment for things like CDs and T-shirts. Let's say 100 T shirts cost $500 to print "Left to the Right Monkey" on them. Theoretically, I could pay $200, and the other 3 band members would pay $100. However, Alex can't afford to spend $100, so I pay $300, and 2 other members (Barry and Chuck) pay $100 each. So I invested 3/5, two other band members invested 1/5 each, and one band member (Alex) invested nothing.

1.  All profits will distributed to the investors according to proportion of their investment until the initial investment is paid back in full.

We sell the shirts for $50.

The first day we sell 5 shirts, and make $250. Alex doesn't get any money since he didn't invest anything. I get 3/5 of the days profit ($150) while Barry and Chuck get 1/5 of the profits ($50 each).

The second day we sell another 5 shirts, and make another $250. Alex still doesn't get any money since he didn't invest anything. I get 3/5 of the days profit ($150) while Barry and Chuck get $50 each. At this point, I've gotten back my $300 and the other members have gotten back their $100 invesments. So now that the "initial investment is paid back in full", additional profits will be split as follows:

2.  After the initial investment is paid back, additional profits will be split 50% to the investors and 50% to the band members and band leader.  
The 50% going to band members and band leader will be split according to the formula described in "non-investment earnings" described above.

The third day we sell 20 shirts and make $1000. $500 goes to the investors, and $500 goes to the band. The $500 to the investors gets split like B1 above: I get 3/5 of it ($300) and the other two band members get $150. The $500 to the band gets split like in A: 2 shares to me ($200), 1 share to everyone else ($100)

So at the end of the third day, Alex finally makes $100 ($100 in his pocket). Barry and Chuck have gotten a total of $350 from their initial $100 investment (so $250 in their pocket). I have gotten a total of $800 from my intial $300 investment ( $500 in my pocket). I got more than Alex because I'm the band leader, and I risked more money up front. (Barry and Chuck also risked more money up front, and they also got more money than Alex.) If everyone invests as much as they could theoretically (I invest 2 shares, and the band mates invest 1 share) then the profit splitting would be identical to version A. We only do things in this way to adjust for someone who doesn't have the money for the initial investment.

C) Song writing credits and profits: The following criteria apply apply to the bestowing of authorship credit

1.  Song authors are those who shape the lyrics, melody or "spirit" of a song.  Sole authorship is only given to those who write the entire lyrics, melody, chord progression and primary musical support of the song. 

Government song copyright is defined by lyrics and melody. So if you contributed a cool guitar riff, you don't get co-writing credits, because you helped arrange the song, not write it. (If you sang the same lyrics and melody with a different guitar riff, it's still considered the same song. But if you changed the melody with the same lyrics and the same riff, it's a different song. Weird Al parodies are different songs because he changed the lyrics, even though the melody and arrangement is the same.)

In the past, shady record companies have been known to force musicians to give away 50% song authorship to the record company who couldn't read or play a lick of music. But the musicans were poor/desperate and they figured half of something was better than all of nothing.

Today, however, producers often genuinely "shape" the spirit of the song, deciding which loops to use under spoken/rapped lyrics. So currently it's not nearly as scumbag-y for producers to get song writing credit.

Because of the added "After leaving the label, individuals will still have the right to use songs written by that individual in any manner that does not compete/conflict with Darkwinner Records." bit to the label agreement, I've realized I don't need to give myself authorship credit if you only develop 95% of the song. (You didn't write the drum beats so I get songwriting credit!) If you wrote the lyrics, melody, chord progression and primary musical support (ex rhythm guitar strumming pattern) you get sole authorship, as long as you don't use it to compete with Darkwinner Records after leaving. (So you can play your song in grad school in California, or a different band in Champaign if DWR dissolves, but not in Champaign while DWR exists.)

2.  Song writing authorship is officially recorded on the band's CD liner notes. 
 Until the CD is released, song authorship is decided by the band leader.

The drummer suggested the vocalist change "should" to "would" Does he get co-writing credit? If it's essentially changing the meaning of the song then it's possible. We'd decide when we put the CD together how much of a difference it makes. If it hasn't been released yet, then it's probably not that big a deal yet, and the band leader would make the decision. (In this case, I'd say no).

3. Upon leaving, the band member agrees to leave all rights for songs written for the band with the band.  (Exceptions can be granted in writing by the band leader.)  However, the band member can continue to use the song he wrote for any purpose as long as it doesn't compete with the band leader.  

You're going to Europe. But your song "I'll be here forever" is a big hit for the band. Your leaving won't stop the band from playing this audience favorite after you're gone. If "I'll be here forever" is your sentimental favoritist song in the world you've ever written, let me know and I'll write you something saying you can keep performing it in France.

After getting some feedback from auditionees, I changed this section. Before, I asked for "all rights to your song everywhere for all eternity." Some folks think that their first three songs they contribute will be giant masterpieces (sort of like how your high school English short stories might be the great American novel ;) Because of this, some folks think they'll "save" their best work, and only use their worst stuff for the band. (This is kind of a bad thing for everyone involved b/c the band gets terrible material, and you never experience/learn what a band can do with your real material.)

To compensate for this, I added "However, the band member can continue to use the song he wrote for any purpose as long as it doesn't compete with the band leader." I've realized that "all rights to your song everywhere for all eternity" is more than the band really needs. What the band really needs is just the right to use your song where/when the band needs it. So if you leave Champaign (and we're not world famous), you can still use your song when you go to grad school in New York.

However, if you leave the band, and you start your own new band in Champaign, you can't use your old songs with your new band, because that would be "competing with the band leader." (This is also part of the "protection" you offer to Darkwinner Records.) Obviously if Darkwinner Records ceases to exist (because the Darkwinner died in a car accident or something) all the rights to your song revert back to you, because it's impossible to compete with a non-existent entity.

4. The band member agrees not to worry about a separate "song writing" profit until the band gets big enough to worry about UPC codes on its product and joining a songwriting association. When/If that happens, "song writing" profits will be renogiated according to industry standards. Until then, "song writing profit"/"mechanical royalties" will just be ignored.

The professionals join a music organization that collect $.001 from the radio each time they play a song you wrote and $.05 s each time a copy of your song gets sold in a piano sheet music book. It also collects $.07 on every CD that is sold with your song on it.

We're not going to do that (it's too complicated). Until we get big enough that that money might be worth $100, we're just going to let the radio play it for free, and ignore the $.07 for the CD.

The following individuals agree to abide by the terms set forth in the above document and become official "Band Members."

The following individual agrees to abide by the terms set forth in the above document and become the official "Band Leader."

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