At one time my sheet music collection was neatly stored on shelves in alphabetical order. However, years of pulling a piece out and setting it aside when it was no longer needed resulted in numerous precarious piles. The piles were in four rooms of our house, depending on where someone last looked at them, making it difficult to find music when I wanted to play it.
During spring cleaning, I decided to restore order to this musical chaos. Determined to tame the unwieldy monster piles of music that had developed over time, I purchased eighteen 12x12 storage bins.
I labeled each bin with names like violin etudes, violin solos, violin method books, quartets, violin orchestral excerpts, duets, scores, etc. I lined up the bins and started sorting the music, disassembling each haphazardly stacked pile of music, one piece of sheet music at a time.
My labeled bins initially were set up to organize only violin music. But I soon realized that because I’m a multi-instrumentalist, we also have music for piano, clarinet, trumpet, choir, voice, and viola.
While preparing additional labels for “non-violin music,” I remembered that in addition to at least six violins and 10 violin bows, our family also has a piano, three clarinets, and a trumpet. When I saw our music collection divided into “violin” and “everything else,” I realized how easy it is to focus on one thing and overlook “everything else.”
Although the violin is my central focus, “everything else” has shaped a significant part of my family’s musical story. I and another family member are multi-instrumentalists. So, in addition to three violinists, over the years, we have had two pianists, two clarinetists, a trumpet player, a choral singer, and, briefly, a string bass player.
Collectively, our “everything else” is far from trivial – it includes about 30 years of formal musical training and dozens of performances by various family members in addition to our collective 35 years of formal violin training. Our “everything else” greatly impacted how we approached the violin.
When reviewing legal documents, it’s easy to become so focused on a particular area that and forget about “everything else.” Each “everything else” item might seem minor, but collectively, “everything else” can make a serious difference in a legal document. Ignoring “everything else” can lead to unexpected and unwanted outcomes. This article discusses the contract terms that might fall under “everything else” and why parties should consider “everything else” when negotiating, preparing, and reviewing legal documents.
Fundamental Contract Provisions
I tell my clients the essential terms in a contract are
· What are you buying or selling
· How much is being paid for it
In a contract for services, what the purchaser is buying would include different information, such as
· Any deliverable work product the contractor is to produce
· Ownership of the intellectual property associated with the work product
· Any specialized expertise or licensure required of the person performing services
· Any warranty or guaranty on the services
And in the contract for services, how much is being paid might include
· Whether the fee for services is a fixed rate or based on hours worked
· Who pays for supplies and expenses associated with performing the services
· Who pays for taxes related to the services
It’s Not Always Obvious What’s Being Bought and Sold
Sometimes it’s not obvious what’s being bought and sold. For instance, with a band agreement (which legally is frequently a partnership agreement) the band members might not think that they are buying and selling anything.
Often band agreements look more like a barter, but that’s still a type of purchase and sale. Each member is contributing something to the endeavor and expects to take something from the endeavor. One member contributes songwriting and vocal and keyboard skills, while another contributes marketing and guitar skills, and a third is a drummer who is a whiz with numbers and accounting. They all are “selling” or contributing their skills to the endeavor and they all may need to contribute at least some startup money or equipment into it.
In the band agreement, the members need to understand what each is contributing to the group and what each will receive in return. Often what each member is contributing and receiving is more nuanced than simply agreeing to perform together and share the profits. Questions about the members’ contributions and rights might include
Whether members must contribute money to cover the band’s startup and ongoing expenses
Whether instruments, sound equipment, and other property belong to individual members or the band
Who owns the band’s name, recordings, and other intellectual property
Whether members must contribute original songs to the band and what rights the band will have to perform and record those songs
How the members will divide responsibility for booking performances, handling accounting and finances, managing marketing and social media, and taking care of the band’s other business activities
For a band agreement, how much each member receives might include not just an agreed percentage of profits but also
How the band will divide revenue from performances, recordings, merchandise, and other activities
Whether members receive additional compensation for songwriting, booking performances, or managing the band’s business
Which expenses will the band pay before distributing profits
Whether members must contribute additional money if the band’s expenses exceed its revenue
How the band will compensate a departing member for that member’s interest in the business
Everything Else
These minimum essential terms provide only the framework for the contract. Some parties only pay attention to the essential terms and consider “everything else” unimportant boilerplate.
“Everything else” has played a central role in defining my family’s musical interests and education. “Everything else” also defines every business relationship. Parties who overlook “everything else” may find they never reached a meeting of the minds. That can result in misunderstandings and disputes that end a relationship.
Although “everything else” often is considered standard boilerplate, there are no standard business relationships. What’s in that boilerplate should be unique to the parties and their relationship. Examples include:
How the contract can be modified or amended
Whether a contract is assignable or services are delegable
The extent to which one party can bind the business to a contract
Confidentiality or privacy requirements
Whether the contract is exclusive or whether the parties may contract with others for the same product or services
Whether to include non-competition, non-solicitation, or non-disparagement provisions
Insurance requirements
Indemnification provisions
How the parties will communicate formal notices (e.g., verbally, in writing, email, FedEx, etc.)
How the parties will resolve disputes (e.g., mediation, arbitration, litigation) and the city or county where any dispute resolution will take place
Conclusion
“Everything else” forced me to approach the violin from different perspectives. Playing a wind instrument helped me learn to breathe when playing the violin to create phrasing. Although I wouldn't say I liked piano lessons, they taught me to think of music vertically (as chords) as well as horizontally (as melody). Everything else made me a better violinist.
In a contract, “everything else” doesn’t just help parties define their relationship. Examining “everything else” forces the parties to look at their relationship differently and improve it. And improved relationships lead to smoother transactions and fewer disputes.
© 2026 by Elizabeth A. Whitman
Any references clients and their legal situations have been modified to protect client confidentiality
DISCLAIMER: The content of this blog is for informational purposes only and does not provide legal advice. No one should take any action regarding the information in this blog without first seeking the advice of an attorney. Neither reading this blog nor communication with Whitman Legal Solutions, LLC or Elizabeth A. Whitman creates an attorney-client relationship. No attorney-client relationship will exist with Whitman Legal Solutions, LLC, or any attorney affiliated with it unless a written contract is signed by all parties.