1. You have three (3) hours to complete this exam. You are not required to spend the entire time working on the exam - the average time for completion is between two and three hours. You should outline your response to each question, before writing the response. It is strongly recommended that you spend one third of the time on each question creating your outline, and the remainder of your time writing your answer. For example, if you spend 1.5 hours per question, devote .5 hours to the outline, and 1 hour writing the answer.

2. THIS IS AN OPEN BOOK, OPEN MATERIALS EXAM. You may use any written notes, books or other materials to assist you in responding to the questions.

3. There are two (2) essay questions on this exam. Each question is worth fifty (50) points. Answer each question as fully as you can, citing any appropriate cases, industry standards, and statutes that are relevant.

4. Please write your responses in the blue books provided to you. Write on one side of the page ONLY and double-space your work. Please write legibly if your handwriting is difficult to read. If it is not possible to read your response to a question, your grade will be adversely affected.

5. Write your exam number on your exam envelope. Put your correct class section and student exam # at the top of this page, each page of questions, and each blue book. Do not use your name, student ID number or Social Security Number on any exam materials.

6. At the conclusion of the exam, return all exam materials to the exam envelope and submit it to the proctor. Do not seal the envelope. Students who do not return all exam materials at the end of the exam may not be graded.

QUESTION NO. 1 (50 Points)

In keeping with the recent trend of actors trying to move into the music recording business as singers (See, e.g., Kevin Spacey, Gina Gershon, Juliette Lewis, Minnie Driver and Gywnneth Paltrow, all of whom have released albums showcasing their singing talents), you have been retained by television star Sarah Michelle Geller (former lead actress in the Buffy the Vampire Slayer television show, and recently lead actress in the $104 million dollar grossing film, The Grudge), to advise her regarding the merits of a record deal she just signed with newly formed Hellmouth Records, a Los Angeles independent record company. She asks you to review the following terms in her record deal and to tell her if they are industry standard, and if not, what she should seek as different and improved terms. She also tells you that she has received notice of interest by Columbia Records regarding signing her to a record deal, if she is able to get out of her deal with Hellmouth. Columbia referred her to you, and has offered to pay your legal fees for her, if you are successful in getting her out of the Hellmouth deal.

Here are the terms of the Hellmouth record deal with Ms. Geller:

1. The term of the deal is 12 years, 2 records per year, with 20 original songs each.
2. Ms. Geller and her producer are on an all-in deal for 7 percent royalties, with the producer receiving 3 points.
3. The recoupable advance per record is $6000 cash to Ms. Geller, and a $15,000 recording budget for each record. Recoupment occurs once the company gets back $42,000 in income from each record.
4. All income is cross-collateralized against all other expenses of all of the records.
5. Ms. Geller grants Hellmouth the right to use her name, likeness and image to sell her records, records of other artists on the label, and to sell non-record related merchandise under the slogan “Buffy’s in the Hellmouth!”.

In addition to addressing these terms, Ms. Geller asks whether it is o.k. for her to begin discussions with Columbia, and whether you are o.k. having Columbia pay your fees. What is your response?

QUESTION NO. 2 (50 Points)

You have been contacted by teen pop sensation Avril Lavigne for legal advice. When she was 17, Ms. Lavigne signed a publishing deal with Big Daddy (BD) Publishing company. Her mother read the contract and signed it on her daughter’s behalf. Two weeks after signing the contract, Mrs. Lavigne received a new car from BD. Now, five years later, Avril wants to get out of the contract, or at least try to renegotiate its terms. She asks you whether she can get out of the contract, and if so, how she should go about accomplishing that result. She also asks you if she can renegotiate any of the terms on the grounds that they are not consistent with industry standards. She tells you that Warner Chappell/Intersong, one of the world’s largest publishing companies, is interested in signing her – if and only if she is able to be released from her contract with BD. Here are the terms of the BD deal:

1. She received what she was told, and what is referred to in the written agreement as a co-publishing deal – a fifty-fifty split of ownership of all of her songs written during the term of the agreement.
2. The agreement lasts 7 years, and covers all songs written during that term, whether published or not.
3. BD has no obligation to market or otherwise exploit any of the songs.
4. All foreign subpublishing royalty income is calculated using the receipts method, with the base royalty being calculated at a rate of 30% of the domestic royalty.
5. BD keeps 75% of all synchronization deal royalties.

What is your advice to her? If she cannot get out of the contract, what remedies does she have, if any, to obtain a recovery for the damages she is suffering because she is still bound by this contract?

END OF EXAM