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These A&R guys are not allowed to write contracts. What they do is present the band with a letter of intent, or "deal memo," which loosely states some terms, and affirms that the band will sign with the label once a contract has been agreed on.

The spookiest thing about this harmless sounding little "memo," is that it is, for all legal purposes, a binding document. That is, once a band signs it, they are under obligation to conclude a deal with the label. If the label presents them with a contract that the band don't want to sign, all the label has to do is wait. There are a hundred other bands willing to sign the exact same contract, so the label is in a position of strength.

These letters never have any term of expiration, so the band remains bound by the deal memo until a contract is signed, no matter how long that takes. The band cannot sign to another label or even put out its own material unless they are released from their agreement, which never happens. Make no mistake about it: once a band has signed a letter of intent, they will either eventually sign a contract that suits the label or they will be destroyed.

One of my favorite bands was held hostage for the better part of two years by a slick young "He's not like a label guy at all,' A&R rep, on the basis of such a deal memo. He had failed to come through on any of his promises (something he did with similar effect to another well-known band), and so the band wanted out. Another label expressed interest, but when the A&R man was asked to release the band, he said he would need money or points, or possibly both, before he would consider it.

The new label was afraid the price would be too dear, and they said no thanks. On the cusp of making their signature album, an excellent band, humiliated, broke up from the stress and the many months of inactivity.

II. There's This Band

There's this band. They're pretty ordinary, but they're also pretty good, so they've attracted some attention. They're signed to a moderate-sized "independent" label owned by a distribution company, and they have another two albums owed to the label.

They're a little ambitious. They'd like to get signed by a major label so they can have some security—you know, get some good equipment, tour in a proper tour bus—nothing fancy, just a little reward for all the hard work.

To that end, they got a manager. He knows some of the label guys, and he can shop their next project to all the right people. He takes his cut, sure, but it's only 15%, and if he can get them signed then it's money well spent. Anyway, it doesn't cost them any thing if it doesn't work. 15% of nothing isn't much!

One day an A&R scout calls them, says he's "been following them for a while now," and when their manager mentioned them to him, it just "clicked." Would they like to meet with him about the possibility of working out a deal with his label? Wow. Big Break time.

They meet the guy, and y'know what—he's not what they expected from a label guy. He's young and dresses pretty much like the band does. He knows all their favorite bands. He's like one of them. He tells them he wants to go to bat for them, to try to get them everything they want. He says anything is possible with the right attitude. They conclude the evening by taking home a copy of a deal memo they wrote out and signed on the spot.

The A&R guy was full of great ideas, even talked about using a name producer. Butch Vig is out of the question—he wants 100 g's and three points, but they can get Don Fleming for ,000 plus three points. Even that's a little steep, so maybe they'll go with that guy who used to be in David Letterman's band. He only wants three points. Or they can have just anybody record it [like Warton Tiers, maybe—cost you 5 or 10 grand] and have Andy Wallace remix it for 4 grand a track plus 2 points. It was a lot to think about.

Well, they like this guy and they trust him. Besides, they already signed the deal memo. He must have been serious about wanting them to sign. They break the news to their current label, and the label manager says he wants them to succeed, so they have his blessing. He will need to be compensated, of course, for the remaining albums left on their contract, but he'll work it out with the label himself. Sub Pop made millions from selling off Nirvana, and Twin Tone hasn't done bad either: 50 grand for the Babes and 60 grand for the Poster Children—without having to sell a single additional record. It'll be something modest. The new label doesn't mind, so long as it's recoupable out of royalties.

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