Zusha · Business Manager · Contract Review
Or's lawyer sent the first draft on 4 August. It's in Hebrew, so this is a plain-English read of every paragraph — what it says, what it means, what's normal in the music business, and what we think.
This is how these deals normally read. No issue.
Aggressive, but inside the range. Worth improving.
Outside what's normal. Needs to change.
Boilerplate or blanks to fill in.
| Column 1What the contract says | Column 2In plain English | Column 3Industry standard | Column 4Jonathan notes | Column 5Band feedback |
|---|---|---|---|---|
| Preamble"Signed on the ___ day of ___ 2026. Between: Davidson Management & Representation Ltd., company no. 514568450, 33 HaBarzel St., Ramat HaChayal, Tel Aviv ('the Company') of the one part; and: ________ ID no. ________, ________ St. ('the Artist') of the second part." | HousekeepingThe Artist side is blank, and it's laid out for one individual person with an Israeli ID number. | The artist party is normally the band's company — here that would be Zusha Music LLC — with members signing an inducement letter alongside. | This is drafted for a solo Israeli artist, not for two people and a Brooklyn S-corp. We need to sort out who actually signs before anything else. Elisha's separate share of the old catalog is another reason to be careful here. | |
| Recitals"Whereas the Company engages, among other things, in representing actors, artists and bands and marketing them in various activities; and whereas the Artist, operating as a band, wishes to be represented exclusively in Israel and worldwide, in every matter, by the Company…" | HousekeepingSets up the deal as exclusive, worldwide, everything. | Normal framing for a management agreement. | Question for you both: this is drafted as a worldwide deal, not an Israel deal. Is that what we want? I want your read before I answer, because almost everything downstream — exclusivity, what he commissions, what he can touch — follows from it. |
| Column 1What the contract says | Column 2In plain English | Column 3Industry standard | Column 4Jonathan notes | Column 5Band feedback |
|---|---|---|---|---|
| 1.1 – 1.3"The recitals and appendices form an integral part of the agreement… Headings are for convenience only and may not be relied on for interpretation… Anything said in the singular also means the plural and vice versa." | HousekeepingStandard reading rules. | Boilerplate. Every contract has this. | Nothing to do here. | |
| 1.4"For the purposes of this agreement, the term 'the Artist' shall include, as applicable, the band, all of its members, and any relevant corporate entity of theirs, as far as is required for the performance and enforcement of the Artist's obligations under this agreement." | Housekeeping"The Artist" means Shlomo, Zach, and Zusha Music LLC — all of you, and the company. | Managers do want the band and its entity bound. But it's usually named openly, not folded into a definitions clause. | Standard housekeeping. Easy to fix and not really negotiable — nothing here you need to spend time on. | |
| 1.5"'The Masters' — the final audio and sound recordings of the Artist's new album which is in process at the date of signature of this agreement, and of every new song that is produced and released during the term of the agreement in connection with the parties' joint activity. Please confirm" | Push backDefines "the Masters" as the album we already finished, plus every new song for the whole term. | A manager wouldn't normally have a "Masters" definition at all — there's nothing for it to attach to in a management deal. | What his lawyer is asking us to confirm is that the album we're finishing now, plus every song released while Or is manager, counts as "the Masters" for this agreement — which is then what 6.4 and 7.2 take 25% of. So yes: this is the master-ownership clause. 7.2 is just where the number sits. We have no intention of giving Or ownership of any masters, so the answer here is no, and killing it at the definition is cleaner than arguing about it later. |
| Column 1What the contract says | Column 2In plain English | Column 3Industry standard | Column 4Jonathan notes | Column 5Band feedback |
|---|---|---|---|---|
| 2.1"From ______, the Artist authorises the Company to act as his exclusive representative, manager and producer in every matter connected to the Artist's activity in Israel and/or worldwide. Please complete" | NegotiableOr's company is manager, agent and producer, everywhere, for everything. | Exclusive worldwide management is normal. "And producer" is not — that's a separate role with separate pay. | Three things. "Producer" comes out — different job, different pay, and he isn't doing it. "Agent" comes out too, because we're separating booking entirely (see 6.1). And the blank his lawyer flagged is the start date of the term — we leave it empty until everything else is settled, since that date is what divides the old catalogue from anything new. | |
| 2.2"The Company shall serve exclusively as the Artist's agency and personal manager throughout the term, including advice and handling of all artistic, administrative and financial matters with promoters, producers, record companies, distributors, buyers, third parties, authorities and individuals. The Company shall act to the best of its ability." | StandardThe job description. | Textbook. "Best efforts" is the usual standard. | Two things. We want a key-man clause — we're hiring Or, not his company; if he steps back, we can walk. And we need to pin down how wide "the Artist's activity" actually reaches. Does it cover a fan club? Zusha House? An online community? A music-related startup you two decide to build? As written it's open-ended, and that's a question for you before I answer it. | |
| 2.3"The Company shall report to the Artist every 60 days, and/or at the Artist's demand, regarding current activity." | StandardUpdates every two months, or whenever you ask. | Quarterly is typical. This is better than market. | Good clause. Leave it. | |
| 2.4"The nature of the activity and performances for the Artist of any kind whatsoever shall be coordinated with the Artist in advance, and the Artist shall not refuse to participate in such activities except on reasonable grounds." | NegotiableHe books with your agreement — but you can only say no for a "reasonable" reason. | Artist approval over bookings is standard. A "reasonableness" test on saying no is not. | The "reasonable grounds" test comes out. You can say no to anything, for any reason, whenever you want. That isn't something anyone should be able to argue you out of — and Shabbos, Yom Tov, the Three Weeks and Sefirah aren't "reasons," they're absolutes. He also shouldn't be booking shows in the first place. | |
| 2.5"The Artist hereby appoints the Company by irrevocable instruction and grants it an irrevocable power of attorney, for the term of this agreement, to be his true and lawful attorney, and to act as his promoter, representative and manager (including his personal, artistic and business manager) in everything connected to his career, including its development." | Push backAn irrevocable power of attorney — legal authority to act as you that you can't take back during the term. | Managers get a limited power of attorney — usually to sign routine short-form bookings up to a value cap. Never a general irrevocable one. | Nobody should hold an irrevocable power of attorney over your career. Narrow it to specific, capped, routine things, and make it revocable. | |
| 2.6"The Artist confirms and agrees that the Company shall be entitled to enter into various agreements in the Artist's name and to sign such agreements on his behalf, and the Artist shall have no claim of any kind against the Company in connection with such agreements." | Push backHe can sign contracts in your name, and you waive the right to complain about them. | Real deals — records, sync, tours, brands — always come back to the artist for signature. Always. | Flat no. He does not sign anything on the band's behalf. You sign your own deals — all of them. There's no version of this with a cap or a carve-out that I'd be comfortable with; the clause comes out. |
| Column 1What the contract says | Column 2In plain English | Column 3Industry standard | Column 4Jonathan notes | Column 5Band feedback |
|---|---|---|---|---|
| 3.1"The Artist undertakes that during the term no other person or body, whether directly or indirectly, whether by himself or through others (including the Artist himself), whether in Israel or abroad, shall serve as the Artist's appointee, attorney, producer, promoter, representative or manager… For the avoidance of doubt, this undertaking applies both in Israel and outside it." | NegotiableNobody else can represent you anywhere — and as written, that includes you representing yourselves. | Exclusivity is normal. Barring the artist from booking their own dates is not. | Two moves. The band keeps the right to represent itself — that part stays. And booking comes out of this agreement entirely: Or is not booking the band, Ely gets his own separate contract, and this clause gets rewritten to match. |
| Column 1What the contract says | Column 2In plain English | Column 3Industry standard | Column 4Jonathan notes | Column 5Band feedback |
|---|---|---|---|---|
| 4.1 – 4.2"The Artist declares there is no legal or other impediment to his signing this agreement… The Artist declares he has read this agreement, agrees to all its clauses and undertakes to act by them." | StandardYou're free to sign and you've read it. | Boilerplate. | Fine. | |
| 4.3 – 4.4"The Artist declares that the members of the group and any entity of theirs shall be liable to the Company jointly and severally for the performance of all his obligations… The signatory is duly authorised to bind the group, its members and any relevant entity of theirs." | NegotiableJoint and several means Or can come after either one of you, or the LLC, for the whole amount of anything owed. | Common where a band signs as individuals. Usually softened so members are liable for their own share. | Each member should be liable for his own share only. Joint and several means one person's problem becomes the other's, and there's no reason for that here. | |
| 4.5"Any change in the group — including departure, replacement, addition or cessation of activity by any member — shall not detract from the Artist's obligations and shall not harm the Company's rights in connection with any activity, engagement, income, investment, master or consideration created during the term." | StandardIf the lineup changes, Or's rights survive intact. | Leaving-member provisions are normal. Managers usually keep rights over the member who leaves too. | Fine as drafted. Once 7.2 comes out, there's nothing objectionable left in it. | |
| 4.6"The Artist undertakes to notify the Company immediately of any activity directed to him by any third party and to refer them to the Company. The Artist further undertakes to transfer to the Company every receipt received, from any source whatsoever, for any activity of the Artist under this agreement, immediately upon receipt, unless otherwise agreed in advance in writing." | Push backEvery enquiry goes to Or, and every dollar you receive gets handed to Or to be paid back out to you. | The modern standard is the opposite — money goes to the artist's account or a business manager, and the manager invoices for commission. | This is exactly backwards from the financial structure we're building. Money should land in Zusha's account and commission goes out from there. This one is worth real energy. | |
| 4.7"The Artist is aware that the Company is entitled, but not obliged, to provide interim financing for a show or for the Artist's activity… It is agreed and emphasised that the full amount of the interim financing shall be repaid to the Company out of the show's income and/or the Artist's activity income and/or income from the Masters. Acceptable?" | Push backOr may put money in if he wants to, and gets it all back off the top — including out of album income. | Manager advances are normal, but they're pre-approved in writing, capped, and recouped only from the thing they funded. | Only one thing matters here: anything he puts in requires our written pre-approval, in advance. If we approved it, repaying it is fair. If we didn't, it isn't our debt. | |
| 4.8"It is clarified and emphasised that in any case of termination of the agreement, the Artist shall first be obliged to return to the Company all the financial investment invested in the activity, including the interim financing… and only after the full return of the investment to the Company shall the Artist be entitled to terminate this agreement." | Push backYou cannot leave until you've paid him back — including money he chose to advance without being asked. | Nothing like this exists in a normal management deal. Advances get repaid from revenue; they never block the right to leave. | Read with 4.7 and the automatic renewal below, this means Or could extend the lock by putting in money you never asked for. This is the second thing that has to come out, right after 7.2. |
| Column 1What the contract says | Column 2In plain English | Column 3Industry standard | Column 4Jonathan notes | Column 5Band feedback |
|---|---|---|---|---|
| 5.1"The term of the agreement is three (3) years from the date of signature ('the First Term'). At the end of the First Term, this agreement shall renew automatically for further periods of three (3) years each time ('the Extended Period'). Acceptable?" | Push backThree years that rolls over into another three years, forever, unless someone stops it. | A fixed term — often 1–3 years — with renewal only if both sides actively agree, or manager options tied to earnings targets. | In practice this has no end date. It should renew only if you both want it to, and ideally only if he's hit targets we agree in advance. How long you want this to run is your decision, not mine — give me a number and I'll paper it. | |
| 5.2"Notwithstanding the above, three months before the end of the First Term or the Extended Period, as applicable, each party shall be entitled to give written notice to the other of its wish to terminate the engagement." | Push backThe only way out is a letter landing in one narrow window every three years. | Modern deals have a real exit — notice on a set period, or termination if performance targets aren't met, or a cure period after breach. | Miss the window by a day and you're in for another three years. You've said you want to be able to end it after an album cycle — that's a fair ask and it's what we'll push for. | |
| 5.3"…the Company shall continue to be entitled after termination to every commission, management fee, return of investments and its share of income from the Masters… and shall further be entitled to compensation equal to 30% of every performance the Artist performs for a period of 12 months from the date of termination, plus VAT, on every receipt for the Artist's activity." | Push backFor a year after he's gone, he still takes 30% of every show — whether or not he had anything to do with booking it. | A real sunset covers only deals the manager actually made during the term, and steps down — commonly full rate, then half, then a quarter, then zero. | This isn't a sunset, it's a tax on leaving. We're fine with a proper tapering sunset on deals he genuinely brought in — that's normal and fair. Not this. |
| Column 1What the contract says | Column 2In plain English | Column 3Industry standard | Column 4Jonathan notes | Column 5Band feedback |
|---|---|---|---|---|
| 6.1"In consideration for the exclusive booking services the Company shall provide, the Company shall be entitled to a net commission of 10% of the gross of each performance — that is, of the total monetary consideration received for that performance, before any deduction of expenses and excluding lawful VAT ('the Booking Commission')." | Push back10% off the top of every show, before any costs come out, paid to Or for booking. | 10% of gross is the market booking rate. But booking and management are two different jobs, done by different people, under separate contracts. | This whole clause comes out. Booking doesn't belong in a management agreement — they're separate jobs and separate papers. Or is not booking the band. Ely gets his own agreement, and I want to sign that one now rather than leave it sitting while this negotiation runs. | |
| 6.2"After deduction of the Booking Commission, there shall be deducted from the income of each performance all the direct expenses of that performance, including musicians, crew, flights, accommodation, production, sound, lighting, equipment and any other direct expense agreed in advance. From the net profit remaining after these deductions the Company shall be entitled to a management fee of 30% plus VAT, and the balance shall be paid to the Artist." | NegotiableAfter the 10% and all the show costs, Or takes 30% of what's actually left. | Managers take 15–20% of gross. 30% of net is a different shape, and which one costs more depends entirely on how expensive the show is to put on. | The reference to the 10% comes out along with the booking clause. On the 30% of net — it cuts both ways. On a $500K show with only $65K of costs, he does considerably better than a normal manager would. So let's go back to what's normal: either 20% of gross or 30% of net, whichever is better for the band, with 20% of gross as the default. VAT also needs sorting — see 6.6. | |
| 6.2.1"Direct expenses for the purposes of this agreement mean expenses relating directly to a particular performance and which would not have arisen but for the existence of that performance." | StandardDefines what counts as a show cost. | This is the correct test, honestly written. | Fine as written. No change needed. | |
| 6.3"From all Artist activity in television, internet, cellular, applications, streaming, series, films, commercials, use as a spokesperson, and any other activity the Artist performs during the term other than the services in 6.1 above, the Company's share shall be 30% plus VAT of every receipt, after deduction of all the Company's expenses including advertising and campaigns." | Push back30% of everything else you earn — sync, brand deals, streaming, film — and only his costs come off first, not yours. | 15–20%, and on income net of the costs of earning it. Streaming and record income are often at a reduced rate. | This is where the deal gets expensive. It's effectively 30% of gross on sync and brand work, because only his costs come off first, not ours. And "any other activity" is wide enough to catch things nobody intends — Shabbatons, foundation programming, Zusha House, Zusha Live, and any online community we build. Those get excluded by name. | |
| 6.3.1"For the avoidance of doubt, television activity is defined as 'any appearance on the television screen including hosting, giving an interview, writing for television programmes and the like'." | HousekeepingDefines TV work. | Fine as far as it goes. | Note it includes interviews — so press appearances technically fall inside the 30% bucket. | |
| 6.4"Regarding the Artist's new album in process at the date of signature, and every new song produced and released during the term… it is agreed that first there shall be returned to the Artist in full, out of the income of the relevant Masters, all the documented production expenses paid by him before the Company's work with the Artist began in connection with that album. Only after full return of such past expenses shall the net income from the Masters be divided so that 75% to the Artist and 25% to the Company. From that point on the parties shall bear future expenses in the ratio of 75% to the Artist and 25% to the Company." | Push backYou get your album costs back first — then Or takes 25% of everything the album ever earns, forever. | A manager's cut of record income is a commission during the term — typically 15–20%, which stops when he stops. Managers only take a piece of a record when they've funded it. | Look at what this clause admits: it acknowledges you paid for the album before Or was involved — and then asks for a quarter of it anyway. The record is finished and he hasn't put in a penny. Our counter is simple: 20% commission on album income after you've recouped your costs, during the term only, with a sunset. That pays him properly for working the record without giving away a piece of it. | |
| 6.4.1"Net income from the Masters means every sum actually received for exploitation of the relevant Masters, after deduction of distribution fees, platform fees, taxes, reimbursements to third parties, and direct expenses incurred in connection with production, marketing, distribution and commercialisation of those Masters." | NegotiableDefines what album income means after costs. | The definition itself is reasonably drafted. | Two gaps: it doesn't say who approves marketing spend, and it doesn't exclude publishing from the calculation. Publishing must be carved out expressly. | |
| 6.4.2"The details of the new album, the songs included in it, and the itemisation of the documented past expenses the Artist incurred in connection with it, shall be set out in Appendix A, which shall be attached to this agreement and form an integral part of it." | Push backAn appendix listing the album and what it cost — not attached yet. | Normal to schedule this. | The album details come out. They don't belong in this agreement. We still want the production costs fully documented — but for our books, not as his appendix. | |
| 6.5"All payments to the Artist shall be on net + 60 terms… payments to the Artist shall be paid solely out of monies actually received by the Company from the various buyers, after set-off of the booking commission, the management fee, direct show expenses, interim financing, the Company's investments, the Company's share of master expenses and any other expense due to the Company… and the Artist hereby waives any claim in connection with payments not yet actually received by the Company. Acceptable?" | Push backYou get paid 60 days after he's been paid, minus everything he's owed, and you waive the right to complain about money that hasn't landed. | Artist funds are held in trust or a separate client account and paid within 15–30 days. The artist keeps their claim against the buyer. | We get paid directly. Money lands with Zusha and commission goes out from there. If there's ever a specific situation where we'd rather he collect, we can agree to it case by case — but that's ours to give, not his to assume. | |
| 6.6"The Company shall transfer the Artist's share of the profits against a tax invoice plus VAT and less lawful withholding (unless the Artist provides certificates of exemption), no later than 15 business days from the date the Company receives the tax invoice." | NegotiableYou invoice him; he pays within 15 business days. | Fine mechanically. | On the VAT question: VAT isn't a tax Or pays out of his own pocket — under Israeli law the supplier charges it on top of his fee and the customer bears it, so as drafted it lands on us. But there's a real answer available. Israeli VAT law generally allows services supplied to a foreign customer to be zero-rated, and Zusha Music LLC is a US company. If the LLC is the client of record, his fee may be 0% instead of 18%. Worth confirming with an Israeli accountant — and it's another reason the contracting party should be the LLC. Separately, watch withholding tax: we want exemption certificates in place before any money moves. | |
| 6.7"Certification by the Company's accountant shall be prima facie evidence of the correctness of the reports. Nevertheless, the Artist may comment, within 3 months of receiving any report, on the correctness of that report, and the Company shall provide explanations and answers to the Artist's comments." | NegotiableHis accountant's word is treated as proof, and you have three months to raise a problem before a statement is final. | Objection periods of 1–3 years are normal. The counterparty's own accountant doesn't get evidential weight. | Lower priority than it looks. The plan is that we hold the money and do the accounting, not him — so his accountant shouldn't be certifying much of anything. If it stays in, push the objection window to 12–24 months and drop the "prima facie evidence" language. | |
| 6.8"Without derogating from the above, the Company shall maintain a clear and accurate accounting system which shall enable the preparation of the reports." | StandardHe has to keep proper books. | Standard. | Fine. | |
| 6.9"The Artist shall have the right, after 14 days' written notice and not more than once a year, to conduct an audit at his own expense by an accountant of the Company's records and books, insofar as they relate directly to this agreement, at the place and time the Company shall notify the Artist." | StandardYou can audit once a year, at your cost, at a time and place he chooses. | Once a year at the artist's cost is standard. Letting the audited party pick the time and place is not, and there's usually a clause making them pay if a material error turns up. | Fine. Minor cleanup only: "at reasonable times on reasonable notice," and if an audit turns up an error over 5%, he covers the cost of it. |
| Column 1What the contract says | Column 2In plain English | Column 3Industry standard | Column 4Jonathan notes | Column 5Band feedback |
|---|---|---|---|---|
| 7.1"All copyrights, commercialisation rights, performers' rights, publishing rights and any other right in connection with the works, the recordings, the Masters, the albums, the songs and any catalogue created or existing before the commencement of the engagement between the parties shall remain the exclusive property of the Artist, and the Company shall have no right in them." | StandardEverything you made before Or — the whole back catalogue and all publishing — stays 100% yours. | Correct and clean. This is how it should read. | The best clause in the document. Everything you made before Or stays entirely yours, and publishing is untouched anywhere in this agreement. No changes. | |
| 7.2"It is agreed between the parties that with respect to the Masters as defined in this agreement only, the Company and the Artist shall be partners in the rights in the Masters and in the income deriving from them, in the ratio of 75% to the Artist and 25% to the Company. For the avoidance of doubt, the Company does not seek and does not receive any part of the Artist's copyright or publishing rights, and the Company's share shall relate solely to the rights in the Masters and the income deriving from them." | Push backOr's company becomes a permanent co-owner of 25% of the new album. Not a share of the income — a share of the ownership. | Managers do not own masters. When one takes a piece, it's because they put money in — with a defined amount, recoupment, and a buy-back or reversion. Ownership for showing up has no market equivalent. | This is the clause to reject outright. The album is done and paid for — Or hasn't contributed a penny to it. And because it's ownership rather than income, it wouldn't end when the relationship does: fire him in year two, he still owns a quarter of the record in year thirty, and every future sync, licence or label deal needs his signature. It also puts a third party in the room for any conversation about the album's future. Our position: 7.2 comes out entirely. If Or wants a piece of a future record, he invests in it and we paper that separately. |
| Column 1What the contract says | Column 2In plain English | Column 3Industry standard | Column 4Jonathan notes | Column 5Band feedback |
|---|---|---|---|---|
| 8.1 – 8.2"The Artist declares that no employer–employee relations exist or shall exist between him and the Company… The Artist alone shall be responsible for complying with all law, including tax law, national insurance law and workplace safety law… At the Company's request the Artist shall present documents evidencing these payments." | StandardYou're independent contractors, not employees. Your own taxes. | Standard, and required under Israeli law. | Fine. | |
| 8.3"The Artist undertakes to indemnify the Company immediately and no later than 3 days from demand for any claim or demand directed at the Company by anyone connected to the Artist or any third party regarding employment relations or employer liability, including the Company's defence costs." | NegotiableIf anyone sues him over employment, you pay — within three days of him asking. | Indemnities are normal. Three days is not, and it's usually mutual. | Should be reciprocal, and payable only after a claim is actually resolved rather than on demand. | |
| 9.1 – 9.3"The parties agree to refer any dispute to arbitration… before a single arbitrator whose identity shall be agreed. Failing agreement within 30 days, the arbitrator shall be appointed by the Chairman of the Tel Aviv District Committee of the Israel Bar Association. The arbitrator shall be bound by substantive law and the rules of evidence but released from court procedure, and must give reasons for his decision." | NegotiableAny argument gets settled by arbitration in Tel Aviv, under Israeli law. | Arbitration is common. The forum is always in the stronger party's home city — and here that's him. | This becomes a New York contract. Zusha is a US artist and a US company, so Or signs a US agreement — arbitration, jurisdiction and forum all in New York City. He won't be holding our money either, so there's nothing sitting in Israel for an Israeli forum to reach. | |
| 10.1"The Company shall be entitled to set off any amount the Artist owes the Company under this agreement from any receipt or income due to the Artist under this agreement." | NegotiableHe can deduct anything he says you owe from money he's holding for you. | Set-off is common, but usually limited to undisputed amounts. | Largely moot once payment comes to us directly — he won't be holding funds to set off against. To the extent it survives, limit it to undisputed amounts. | |
| 10.2 – 10.5"Exclusive jurisdiction for appointing the arbitrator, interim relief and enforcement is with the competent courts in Tel Aviv… No variation or waiver shall be valid unless in writing and signed by the parties… Consent to a departure in one case shall not be a precedent… Notice by registered post shall be deemed received within 3 business days." | HousekeepingCourts, changes in writing, how notices work. | Boilerplate. | The agreement never actually states a governing law. It needs to say so expressly, and it needs to say New York — governing law, jurisdiction and forum, all New York City. |