Chapter 152: Getting a Better Contract Deal II
Harlan looked at Sean for the first time with genuine attention rather than the polite peripheral awareness he’d been giving him.
"You’re not her manager," said Harlan.
"No," said Sean.
"Then what exactly is your role in this room."
"I’m here because she asked me to be," said Sean. "And because I read contracts carefully."
A pause. Harlan and Fenn exchanged a brief look. The specific look of two people on the same side silently assessing a new variable.
"Creative approval on production team selection," said Harlan finally. "Deadlock to third party review. Agreed. But we retain final approval on the production budget."
"The production budget approval stays with the label," said Kwon. "Acceptable."
Section seven. Master recording rights.
This was where the room got colder.
Fenn read the clause with the specific professional flatness of someone reading language they knew was significant and wanted to move through quickly. "Master recording rights vest in the label for the life of the copyright."
"No," said Kwon.
The word landed clean and flat and without anything around it.
Harlan set his pen down. "That’s our standard position on masters. Every debut artist we sign—"
"I’m aware of your standard position," said Kwon. "I’ve negotiated against it six times. My position is reversion. The question is the timeline and the conditions."
"Our standard reversion clause is fifteen years," said Fenn.
"Ten," said Kwon.
The room was quiet.
"Ten years reversion on masters is not something we can offer," said Harlan, and his voice had a different quality now, the relaxed confidence compressed into something more direct. "That’s not a negotiating position. That’s a structural limit."
"Then we discuss what makes fifteen acceptable," said Kwon.
"The standard clause makes fifteen acceptable," said Harlan.
Sean was watching Fenn. She had looked at her tablet twice since Kwon said ten. Not at the contract. At something else. A document behind the contract. He’d seen the edge of it when she shifted the tablet angle.
"The performance review option," said Sean.
Fenn’s eyes came up.
"Your standard fifteen year reversion clause has a performance review mechanism built into it," said Sean. "You don’t lead with it because it requires certain sales benchmarks that you’d rather not define upfront. But it exists in your standard documentation."
The room was quiet for a moment.
Harlan looked at Sean with the specific expression of someone recategorizing a variable from irrelevant to significant in real time.
"Where did you see that," said Harlan.
"I read the documentation from three comparable signings your label completed in the last two years," said Sean. "The mechanism appeared in all three. Slightly different language each time but the same structure."
Harlan looked at Fenn. Fenn was looking at Sean.
"Twelve years standard reversion," said Sean. "With the performance review option reinstated at year eight. If the benchmarks are met, reversion at eight. If not, twelve."
Harlan sat back in his chair. Picked up his pen. Set it down.
He looked at Kwon. "Your associate is thorough."
"He reads things carefully," said Kwon.
"Twelve with the year eight option," said Harlan. "I’ll need to make a call before I confirm."
"Make it," said Kwon.
Harlan stood and walked to the far end of the room with his phone. The conversation was brief and quiet enough that the words didn’t carry. When he came back he sat down and looked at Fenn and nodded once.
"Twelve with year eight performance review," said Fenn, typing.
They moved through the remainder of the document. The touring commitments. The merchandise rights. The collaboration approval language. A sub-clause in section fourteen about international distribution that Fenn had read past quickly enough that Sean caught it and flagged it to Kwon, who read it and paused for fifteen seconds before saying anything.
"Section fourteen point seven," said Kwon. "The international distribution language. The sublicensing provision as written allows the label to sublicense distribution rights to third parties without artist approval for markets outside North America."
Fenn glanced at Harlan.
"Standard international expansion provision," said Harlan.
"It’s standard language that has non-standard implications for an artist whose management intends to pursue Asia-Pacific markets as a primary target, not secondary," said Kwon. "I’d like joint approval on sublicensing in markets we designate as primary."
"We can define a list of designated primary markets where sublicensing requires joint approval," said Fenn. "Up to eight markets."
"Twelve," said Kwon.
"Ten," said Harlan.
"Ten," said Kwon.
Fenn typed.
The social media content ownership clause. The visual branding rights. The specific language around what happened to unreleased recordings if the contract terminated early.
Each one a negotiation. Some quick. Some slower.
By the time they reached the final page the water in the glasses had gone room temperature and the mood in the room had the specific quality of something that had been worked hard and was now finished. Not hostile. Not warm exactly. The professional respect of two sides who had genuinely competed over something and had arrived at a result that neither would have accepted at the start of the morning.
Harlan sat back and looked across the table.
"I’ll say this," he said, looking at Sean. "In twenty-three years I’ve had management teams in this room. I’ve had lawyers. I’ve had financial advisors." He paused. "I’ve never had someone identify the performance review mechanism from secondary document analysis."
"The documents were publicly accessible," said Sean.
"They were," said Harlan. "Most people don’t read them." He looked at Olivia. "You’ve got good people around you."
Olivia looked at Kwon. Then at Sean.
"I know," Olivia said with a smile shown on her face while she looks at Sean.
The contracts manager printed the revised pages. Corrections were initiated by both sides. The final clean document was assembled and placed in front of Olivia, the cream folder beside it.
She looked at the document.
Then at Kwon, who gave her the specific nod that Sean had come to understand as his most significant form of communication.
Then at Sean.
Sean nodded back at her.
She picked up the pen.