Irish/Celtic Festival Directors Conference: Entertainment Contracts: Issues & Questions

Entertainment ContractsEntertainment Contracts
Issues & QuestionsIssues & Questions
Irish/Celtic Festival Directors ConferenceIrish/Celtic Festival Directors Conference
October 6, 2007October 6, 2007
Kevin O’Shea, Esq.Kevin O’Shea, Esq.
Sulloway & Hollis, P.L.L.C.Sulloway & Hollis, P.L.L.C.
Concord, New HampshireConcord, New Hampshire

Every problem is unique. It is very important to consultEvery problem is unique. It is very important to consult
with your own attorney prior to applying the advicewith your own attorney prior to applying the advice
contained in this presentation to their own situation ascontained in this presentation to their own situation as
small changes in the facts can completely change thesmall changes in the facts can completely change the
legal result. Program participants should understandlegal result. Program participants should understand
that only their own lawyer can take the time to fullythat only their own lawyer can take the time to fully
understand their individual problems andunderstand their individual problems and
properly advise them of the correct legal action.properly advise them of the correct legal action.

33
Kevin O’SheaKevin O’Shea
Prior to entering law school, I spent more than aPrior to entering law school, I spent more than a
decade as a musical agent and manager. Mydecade as a musical agent and manager. My
clients included Emmy® and Grammy®clients included Emmy® and Grammy®
nominated artists including Tommy Makem,nominated artists including Tommy Makem,
and The Makem Brothers.and The Makem Brothers.
My responsibilities included negotiating withMy responsibilities included negotiating with
record labels, nationally broadcast televisionrecord labels, nationally broadcast television
programs and performing arts venuesprograms and performing arts venues
(including many of you) throughout North(including many of you) throughout North
America on behalf of my clients.America on behalf of my clients.

4
• Sulloway & Hollis, Concord, New Hampshire.Sulloway & Hollis, Concord, New Hampshire.
o contract issues, including:contract issues, including:
• entity formation & partnership/LLC agreementsentity formation & partnership/LLC agreements
• television syndication agreementstelevision syndication agreements
• television location agreementstelevision location agreements
• product endorsement agreementsproduct endorsement agreements
• music and book licensing and distribution agreementsmusic and book licensing and distribution agreements
o intellectual property issues, including:intellectual property issues, including:
• trademarktrademark
• copyrightcopyright
• Model Professional Rule of Conduct 5.5 (c)Model Professional Rule of Conduct 5.5 (c)
• as adopted in many statesas adopted in many states
• permits me to serve entertainment clients throughout the USpermits me to serve entertainment clients throughout the US

5
Contract TopicsContract Topics
• Recording of PerformancesRecording of Performances
• Inclement Weather ClausesInclement Weather Clauses
• Deposits/DamagesDeposits/Damages
• Arbitration ClausesArbitration Clauses
• Forum Selection ClausesForum Selection Clauses

6
• Not all of participants today are in the
same place
Size
Experience
Budget
• Hopefully, there will be something for
everyone in this presentation.

77
Introductory Question:Introductory Question:
Is a contract worth anything?Is a contract worth anything?
 In certain economic situations, contracts only keepIn certain economic situations, contracts only keep
honest people honest.honest people honest.

How much will it cost to pursue a breach of contract claim?How much will it cost to pursue a breach of contract claim?

How many times have you actually been burned?How many times have you actually been burned?
• ““We don’t do that in Montana.”We don’t do that in Montana.”
 Notwithstanding the legal economics, contracts helpNotwithstanding the legal economics, contracts help
avoid disasters.avoid disasters.

Many things are negotiable…depending on leverage.Many things are negotiable…depending on leverage.

Just because the contract doesn’t deal with it doesn’t meanJust because the contract doesn’t deal with it doesn’t mean
you’re off the hook. (Merger Clauses and Side Agreements.)you’re off the hook. (Merger Clauses and Side Agreements.)
 Always contract in writing.Always contract in writing.

Oral contracts can be binding.Oral contracts can be binding.
 The party who writes the contract is in a better positionThe party who writes the contract is in a better position
to get their terms incorporated into the contract.to get their terms incorporated into the contract.

8
Unauthorized Recording ofUnauthorized Recording of
PerformancesPerformances

9
Unauthorized Recording of PerformancesUnauthorized Recording of Performances
 Under copyright law, liability is generally with theUnder copyright law, liability is generally with the
infringerinfringer..
 Some of the Peer-To-Peer Networking Cases (Napster, Gnutella)Some of the Peer-To-Peer Networking Cases (Napster, Gnutella)
hold that a party who aids an infringer can have some liability.hold that a party who aids an infringer can have some liability.
 In the case of a venue, did the venue assist the infringer or allowIn the case of a venue, did the venue assist the infringer or allow
the infringer to operate freely?the infringer to operate freely?
 Even if your contract doesn’t address the issue, you could haveEven if your contract doesn’t address the issue, you could have
liability.liability.
 Under contract law, could a venue assume a duty byUnder contract law, could a venue assume a duty by
contract?contract?
 BTW…what was the thing that was infringed?BTW…what was the thing that was infringed?
 Performance?Performance?
 Material?Material?

10
Copyright in Material
“Four Green Fields”
15 Second Copyright Lesson15 Second Copyright Lesson
Copyright in Performance
Kevin O’Shea Sings
“Four Green Fields”
Remember the
Performer and/or
composer
is not always the owner of
the material.

11
 What was the contractual duty assumed by the venue?What was the contractual duty assumed by the venue?
 The problem is real…Standard Language that would not have raised anThe problem is real…Standard Language that would not have raised an
eye-brow 5, 10 years ago could be a real problem today.eye-brow 5, 10 years ago could be a real problem today.
 The venue, not the artist controls the venue, meaning they are in aThe venue, not the artist controls the venue, meaning they are in a
better position to prevent unauthorized recording, right?better position to prevent unauthorized recording, right?
 CompareCompare
 ““No performance under this agreement shall be recorded, reproduced,No performance under this agreement shall be recorded, reproduced,
or transmitted from the place of performance in any manner or anyor transmitted from the place of performance in any manner or any
means whatsoever, in the absence of a specific written agreement withmeans whatsoever, in the absence of a specific written agreement with
the ARTIST or their duly authorized agent relating to and permittingthe ARTIST or their duly authorized agent relating to and permitting
such recording, reproduction or transmission.”such recording, reproduction or transmission.”
 WithWith
 ““The venue shall make all reasonable efforts to prevent unauthorizedThe venue shall make all reasonable efforts to prevent unauthorized
audio/video recording of the performance. Such efforts shall includeaudio/video recording of the performance. Such efforts shall include
announcements in the festival program, in the lobby and prior to theannouncements in the festival program, in the lobby and prior to the
show as well as active vigilance by venue staff and ushers.”show as well as active vigilance by venue staff and ushers.”

12
 Here’s another (rather Draconian) example of theHere’s another (rather Draconian) example of the
contractual duty assumed by the venue:contractual duty assumed by the venue:
(8-151 Entertainment Industry Contracts, Form 151-3)(8-151 Entertainment Industry Contracts, Form 151-3)
 ““Company and Artist expressly reserve all rights with respect toCompany and Artist expressly reserve all rights with respect to
the photographing, broadcast, recording or reproduction by anythe photographing, broadcast, recording or reproduction by any
sight and/or sound devices of any performance renderedsight and/or sound devices of any performance rendered
during this engagement. “during this engagement. “
 ““Promoter shall not, and shall not permit any person or entityPromoter shall not, and shall not permit any person or entity
to, photograph, record, broadcast, film or tape, in any mannerto, photograph, record, broadcast, film or tape, in any manner
whatsoever for any media whatsoever, any performance (orwhatsoever for any media whatsoever, any performance (or
portion thereof) during this engagement without the expressportion thereof) during this engagement without the express
prior written consent of Artist.prior written consent of Artist.

13
 ““If Promoter, or Promoter's agents, employees, independentIf Promoter, or Promoter's agents, employees, independent
contractors or other representatives, reproduce or directly orcontractors or other representatives, reproduce or directly or
indirectly cause to be reproduced all or any portion of Artist'sindirectly cause to be reproduced all or any portion of Artist's
performance, then, in addition to all other rights and remediesperformance, then, in addition to all other rights and remedies
which Company and/or Artist may have:which Company and/or Artist may have:
 (a) Artist shall have the absolute right to enjoin any such reproduction(a) Artist shall have the absolute right to enjoin any such reproduction
by commencing appropriate legal and/or equitable proceedings againstby commencing appropriate legal and/or equitable proceedings against
Promoter; andPromoter; and
 (b) Promoter shall pay Artist the costs of such proceedings, including(b) Promoter shall pay Artist the costs of such proceedings, including
reasonable attorneys' fees; andreasonable attorneys' fees; and
 (c) Promoter shall pay Artist liquidated damages in the sum of Fifty(c) Promoter shall pay Artist liquidated damages in the sum of Fifty
Thousand Dollars ($ 50,000.00). “Thousand Dollars ($ 50,000.00). “
 ““If such reproductions are in fact exploited or in any other mannerIf such reproductions are in fact exploited or in any other manner
disseminated, Promoter shall be responsible and shall pay Artist alldisseminated, Promoter shall be responsible and shall pay Artist all
compensatory damages which Artist is able to prove to a court havingcompensatory damages which Artist is able to prove to a court having
competent jurisdiction, together with punitive damages which shall becompetent jurisdiction, together with punitive damages which shall be
deemed agreed upondeemed agreed upon by the parties in the sum of Five Hundred Thousandby the parties in the sum of Five Hundred Thousand
Dollars ($ 500,000.00).”Dollars ($ 500,000.00).”

14
 What was the contractual duty assumed by the venue?What was the contractual duty assumed by the venue?
 A duty to warn patrons not to record? Or,A duty to warn patrons not to record? Or,
 A a duty to prevent patrons from recording?A a duty to prevent patrons from recording?
 Practical questions arise based on the duty assumed:Practical questions arise based on the duty assumed:
 Who will deal with unauthorized recording, if discovered afterWho will deal with unauthorized recording, if discovered after
the performance?the performance?
 Who pays for the lawyer to write the C/D letter to You Tube?Who pays for the lawyer to write the C/D letter to You Tube?
 Does the venue have an obligation to act even if the artist isDoes the venue have an obligation to act even if the artist is
unaware of the infringement?unaware of the infringement?

15
 Yeah, but….Yeah, but….
 Is this really a problem?Is this really a problem?
 What is the likelihood of a claim against theWhat is the likelihood of a claim against the
venue?venue?
 Wouldn’t most bands like the “viral marketing”?Wouldn’t most bands like the “viral marketing”?
 We don’t address it in our contract, so it’s not ourWe don’t address it in our contract, so it’s not our
problem right?problem right?
 Two examples:Two examples:
 First, what are you going to do when its not your contractFirst, what are you going to do when its not your contract
and you see one of the Draconian clauses?and you see one of the Draconian clauses?
 Second…a hypotheticalSecond…a hypothetical

17
AuthorizedAuthorized Recording of PerformancesRecording of Performances
by the Venueby the Venue

1818
 Sometimes a venue will want to make anSometimes a venue will want to make an
authorized audio/video recording of theauthorized audio/video recording of the
performance for a variety of reasons:performance for a variety of reasons:
 ArchivalArchival
 Future promotionFuture promotion
 News gatheringNews gathering
 ““Live Broadcast”Live Broadcast”
 Usually in connection with a non-commercial broadcasterUsually in connection with a non-commercial broadcaster
 Do you need permission?Do you need permission?
 Yes, unequivocally.Yes, unequivocally.

1919
 Why would the artist object to…Why would the artist object to…archivalarchival??
 Control..who knows where the recording is going to wind up.Control..who knows where the recording is going to wind up.
 Just because you shot the footage without objection doesn’tJust because you shot the footage without objection doesn’t
mean you have the right to use itmean you have the right to use it
 The copyright is in the performance and the material, not in theThe copyright is in the performance and the material, not in the
physical tape.physical tape.
 Why would the artist object to…Why would the artist object to…future promotionfuture promotion??
 Because the same venue that plasters an artist on theirBecause the same venue that plasters an artist on their
promotional materials and does so without noting that the artistpromotional materials and does so without noting that the artist
last played at the venue four years ago .last played at the venue four years ago .
 Meanwhile the venue is telling the artist’s agent “no thank you, yourMeanwhile the venue is telling the artist’s agent “no thank you, your
act is too expensive” every time he calls.act is too expensive” every time he calls.
 Beware the tort called theBeware the tort called the “right of publicity”“right of publicity”

2020
 Why would the artist object to…“Why would the artist object to…“Live BroadcastLive Broadcast?”?”
 BootlegsBootlegs
 ExclusivesExclusives
 contracts withcontracts with
 other media outlets, record companies.other media outlets, record companies.
 Endless re-play diminishes valueEndless re-play diminishes value
 Think Alan Alda & Larry Gelbart’s suit against Fox overThink Alan Alda & Larry Gelbart’s suit against Fox over
M*A*S*H re-runsM*A*S*H re-runs
 Lack of quality controlLack of quality control
 Think about the difference between shooting a video before aThink about the difference between shooting a video before a
live audience compared to shooting a live show.live audience compared to shooting a live show.

21
How can the venue get the artist toHow can the venue get the artist to
agree to legitimate recording of theagree to legitimate recording of the
artist’s performance?artist’s performance?

2222
Scope ofScope of AuthorizedAuthorized Recording ofRecording of
Performances by the VenuePerformances by the Venue
 Contractual AgreementContractual Agreement
 Early NoticeEarly Notice
 Identify specific uses in your contractIdentify specific uses in your contract
 TV/RadioTV/Radio
 Future “Viral Marketing”Future “Viral Marketing”
 Key ProvisionsKey Provisions
 Limiting the agreement to those uses mutually agreed uponLimiting the agreement to those uses mutually agreed upon
 Identify who will have the masterIdentify who will have the master
 Goal:Goal:
 Build goodBuild good rapport with the artist with a pro-active plan to avoidrapport with the artist with a pro-active plan to avoid
unauthorized recordingunauthorized recording
 This will make the artist more likely to agree to the authorizedThis will make the artist more likely to agree to the authorized
recordingrecording

2323
Scope ofScope of AuthorizedAuthorized Recording ofRecording of
Performances by the VenuePerformances by the Venue
 Limit Recording:Limit Recording:
 5 minutes of video, or one song5 minutes of video, or one song
 Venue staff will accompany any cameramanVenue staff will accompany any cameraman
 Beware the helpful (outside) soundmanBeware the helpful (outside) soundman
 Always negotiate full-length broadcast orAlways negotiate full-length broadcast or
recording before contract is signed:recording before contract is signed:
 Artist control or reputation of broadcaster willArtist control or reputation of broadcaster will
be the deciding factorbe the deciding factor
 Compare production value of a PBS affiliate withCompare production value of a PBS affiliate with
cable access showcable access show

24
Inclement Weather ClausesInclement Weather Clauses

25
 Most contracts contain aMost contracts contain a force majeureforce majeure oror
act of godact of god clauseclause
 Here’s a definition that’s not plain EnglishHere’s a definition that’s not plain English
 Strive for plain English contractsStrive for plain English contracts
ACT OF GOD - A natural event, not preventable by any human agency, such as flood, storms, orACT OF GOD - A natural event, not preventable by any human agency, such as flood, storms, or
lightning. Forces of nature that no one has control over, and therefore cannot be heldlightning. Forces of nature that no one has control over, and therefore cannot be held
accountable. This phrase denotes those accidents which arise from physical causes, andaccountable. This phrase denotes those accidents which arise from physical causes, and
which cannot be prevented. Where the law casts a duty on a party, the performance shall bewhich cannot be prevented. Where the law casts a duty on a party, the performance shall be
excused, if it be rendered impossible by the act of God, but where the party by his ownexcused, if it be rendered impossible by the act of God, but where the party by his own
contract engages to do an act, it is deemed to be his own fault and folly that he did notcontract engages to do an act, it is deemed to be his own fault and folly that he did not
thereby provide against contingencies, and exempt himself from responsibilities in certainthereby provide against contingencies, and exempt himself from responsibilities in certain
events and in such case, that is, in the instance of an absolute general contract theevents and in such case, that is, in the instance of an absolute general contract the
performance is not excused by an inevitable accident or other contingency, although notperformance is not excused by an inevitable accident or other contingency, although not
foreseen by, nor within the control of, the party.foreseen by, nor within the control of, the party.

26
 AA force majeureforce majeure oror act of godact of god clause willclause will
excuse performance of the contract terms.excuse performance of the contract terms.
 An inclement weather clause will suspend orAn inclement weather clause will suspend or
excuse performance depending on how it isexcuse performance depending on how it is
written.written.
 The clauses must work together or theThe clauses must work together or the forceforce
majeuremajeure may overtake themay overtake the inclement weatherinclement weather
clause or the other way around.clause or the other way around.

27
Inclement Weather Clauses-SampleInclement Weather Clauses-Sample
 American Federation of Musicians, Standard ContractAmerican Federation of Musicians, Standard Contract
 ““ShouldShould inclement weatherinclement weather render performance impossiblerender performance impossible
or not feasible, Purchaser shall nevertheless payor not feasible, Purchaser shall nevertheless pay
Musician(s) full compensation as provided herein….Musician(s) full compensation as provided herein….
Inclement weatherInclement weather rendering performance impossible orrendering performance impossible or
infeasible shall not be deemed an emergency and paymentinfeasible shall not be deemed an emergency and payment
of the agreed upon compensation shall be madeof the agreed upon compensation shall be made
notwithstanding; provided, however, Musician is ready,notwithstanding; provided, however, Musician is ready,
willing and able to perform pursuant to the terms hereof.”willing and able to perform pursuant to the terms hereof.”
 Many artist contracts are written this way, so expectMany artist contracts are written this way, so expect
resistance if you choose to offer a contract with an inclementresistance if you choose to offer a contract with an inclement
weather clause.weather clause.

28
 Does one inclement weather clause fit all situations?Does one inclement weather clause fit all situations?
 Does it matter whether the performer is doing a one-off, lives in theDoes it matter whether the performer is doing a one-off, lives in the
region/or tours frequently in the region, and can do a make-goodregion/or tours frequently in the region, and can do a make-good
easily?easily?
 Is there a rain date?Is there a rain date?
 Compare contract for a 40 person touring company from IrelandCompare contract for a 40 person touring company from Ireland
compared to a solo singer-songwriter living one state awaycompared to a solo singer-songwriter living one state away
 Outdoor v. Indoor Performances.Outdoor v. Indoor Performances.
 Does a venue need an inclement weather clause for all events?Does a venue need an inclement weather clause for all events?
 Snow?Snow?
 Hurricanes?Hurricanes?
 Lightning?Lightning?
 Rain?Rain?

29
Inclement Weather-Risk FactorsInclement Weather-Risk Factors
 Who will be at risk traveling to the event?Who will be at risk traveling to the event?
 Patron?Patron?
 Volunteers?Volunteers?
 Artists?Artists?
 Who will be at risk at the event?Who will be at risk at the event?
 If I reschedule, what are the costs?If I reschedule, what are the costs?
 If I cancel, what are the costs?If I cancel, what are the costs?
 If we go forward in bad weather what are the costs?If we go forward in bad weather what are the costs?
 Grant money can cushion the blowGrant money can cushion the blow
 Safety over economicsSafety over economics

30
Inclement Weather Clauses-Essential TermsInclement Weather Clauses-Essential Terms
 Who makes the call?Who makes the call?
 Will there be objective markers?Will there be objective markers?
 Remember the (old) Newport Irish Festival’s rain insurance story.Remember the (old) Newport Irish Festival’s rain insurance story.
 Will the artist participate in the decision?Will the artist participate in the decision?
 Will the markers or artist input be binding?Will the markers or artist input be binding?
 When is the call made?When is the call made?
 Day of event-when whether comes in?Day of event-when whether comes in?
 Days before the event-when your town is being evacuated before the Hurricane?Days before the event-when your town is being evacuated before the Hurricane?
 Days before the event-when your venue is destroyed by weather?Days before the event-when your venue is destroyed by weather?
 Where is the artist?Where is the artist?
 In your town orIn your town or en routeen route??
 Is the artist willing and able to perform?Is the artist willing and able to perform?
 Will this be a cancellation or a re-schedule?Will this be a cancellation or a re-schedule?
 Right of First Refusal on Next Tour?Right of First Refusal on Next Tour?
 What about the fee?What about the fee?
 How about a clause that gives the festival the right to pay 2/3 of fee and payback feeHow about a clause that gives the festival the right to pay 2/3 of fee and payback fee
plus a bonus (the missing 1/3) next year?plus a bonus (the missing 1/3) next year?
 What happens to the deposit? (More about deposits later.)What happens to the deposit? (More about deposits later.)

31
Deposits and DamagesDeposits and Damages

3232
Deposits/DamagesDeposits/Damages
 Who gets the deposit if the performance doesWho gets the deposit if the performance does
not occur?not occur?
 Is the deposit a component of the damages if one ofIs the deposit a component of the damages if one of
the parties breaches the agreement?the parties breaches the agreement?
Types of damages:Types of damages:
Normally, damages are meant to put the non-Normally, damages are meant to put the non-
breaching party in the position they expectedbreaching party in the position they expected
to be in if the contract had not been breached.to be in if the contract had not been breached.
LiquidatedLiquidated
ConsequentialConsequential

3333
Deposits/DamagesDeposits/Damages
 Liquidated damagesLiquidated damages
 Would the amount of damages difficult to ascertain atWould the amount of damages difficult to ascertain at
the time of contract?the time of contract?
 Was the amount of liquidated damages reasonable inWas the amount of liquidated damages reasonable in
light of the circumstances?light of the circumstances?
 Did the parties agree that the deposit was (or the fullDid the parties agree that the deposit was (or the full
contract amount were) liquidated damages?contract amount were) liquidated damages?
 Look for a specific sum of money in the contractLook for a specific sum of money in the contract
as the damages in the case of breach.as the damages in the case of breach.
 Often will be the amount of the deposit.Often will be the amount of the deposit.

3434
DamagesDamages
Consequential DamagesConsequential Damages
Damages “such as may reasonably beDamages “such as may reasonably be
supposed to have been in contemplation ofsupposed to have been in contemplation of
both parties, at the time they made theboth parties, at the time they made the
contract, as the probable result of the breachcontract, as the probable result of the breach
of it.”of it.”
Often Contracts will waive or explicitlyOften Contracts will waive or explicitly
disclaim consequential damages.disclaim consequential damages.
Let’s see why the parties often try to disclaimLet’s see why the parties often try to disclaim
consequential damagesconsequential damages

3535
DamagesDamages
ConsequentialConsequential DamagesDamages??
 Artist: “Artist: “Ms. TV Producer was going to see me at yourMs. TV Producer was going to see me at your
gig, if she’d seen me I’d have been rich and famous.”gig, if she’d seen me I’d have been rich and famous.”
 Claim: Venue breached, so venue should pay Artist not onlyClaim: Venue breached, so venue should pay Artist not only
for the lost fee, but what Artist would have made in fees whenfor the lost fee, but what Artist would have made in fees when
she became rich and famous.she became rich and famous.
 Venue: “Venue: “This was our fundraiser kickoff, if Artist hadThis was our fundraiser kickoff, if Artist had
been there, there would have been a million dollars inbeen there, there would have been a million dollars in
pledges.”pledges.”
 Claim: Artist should not only pay for what Venue spent inClaim: Artist should not only pay for what Venue spent in
refunding tickets, but the lost pledges it would have received.refunding tickets, but the lost pledges it would have received.

36
Arbitration/Forum Selection ClausesArbitration/Forum Selection Clauses

3737
ArbitrationArbitration
 Arbitration clauses require the parties to arbitrate the issue beforeArbitration clauses require the parties to arbitrate the issue before
bringing an action in a court of competent jurisdiction.bringing an action in a court of competent jurisdiction.
 Once arbitration was all the rage as an low cost alternative toOnce arbitration was all the rage as an low cost alternative to
bringing litigation.bringing litigation.
 Today, critics charge that arbitration (with the AAA) is expensive andToday, critics charge that arbitration (with the AAA) is expensive and
time consuming as litigation.time consuming as litigation.
 Limited judicial review of arbitration decisions.Limited judicial review of arbitration decisions.
 Most courts have built in ADR systems in place.Most courts have built in ADR systems in place.

Mediation v. Arbitration.Mediation v. Arbitration.
 Venue selection provisions of the AAA rules may require your caseVenue selection provisions of the AAA rules may require your case
to be heard where the Artist is not where the venue is.to be heard where the Artist is not where the venue is.

3838
Forum Selection ClausesForum Selection Clauses
 Some contracts will require an action to be brought in aSome contracts will require an action to be brought in a
specific forum (specific state, specific court).specific forum (specific state, specific court).
 Forum selection clauses are usually framed as “all orForum selection clauses are usually framed as “all or
nothing.”nothing.”

All legal proceedingsAll legal proceedings to be Artist’s home state or Venue’s home state.to be Artist’s home state or Venue’s home state.
 Alternative to “all or nothing” forum selection clauses isAlternative to “all or nothing” forum selection clauses is
different venues for different actions.different venues for different actions.

Actions by Artist brought in Artist’s forum;Actions by Artist brought in Artist’s forum;

Actions by venue brought in Venue’s forum.Actions by venue brought in Venue’s forum.
• State law may make this difficult…in some states to be binding theState law may make this difficult…in some states to be binding the
forum must be exclusive.forum must be exclusive.

39
Closing ThoughtsClosing Thoughts
• Read the Contract:Read the Contract:
 before its signedbefore its signed
 after its signedafter its signed
 before advancing the datebefore advancing the date
• Use your attorneyUse your attorney
 To draft your standard agreementTo draft your standard agreement
 To review the contracts that are not your standard agreementTo review the contracts that are not your standard agreement
• Make sure the venue knows what it has agreed toMake sure the venue knows what it has agreed to
 The pot of tea with the water at the rolling boil is the tell-tale sign.The pot of tea with the water at the rolling boil is the tell-tale sign.
• The earlier a contract problem is identified:The earlier a contract problem is identified:
 the better chance the problem has of being resolved amicably.the better chance the problem has of being resolved amicably.

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