Introduction.
Record labels employ a variety of contractual arrangements to manage artists, each with distinct rights, obligations, and revenue-sharing models. These agreements may include Standard Recording Contracts—which cover master recordings, production, marketing, and distribution costs; Licensing Deals—where labels secure rights to musical works for a defined period; 360 Deals—which encompass revenue from touring, merchandise, endorsements, and music sales; Joint Ventures—detailing profit-sharing between the artist and label; and Single or EP Deals—short-term agreements focused on one or a few tracks rather than a full album. These are generally limited in scope, and artists typically cannot publicly announce they’ve been signed, as the label’s involvement is specific to supporting production and marketing for that particular release.
Most of these contracts typically include confidentiality provisions, often referred to as Non-Disclosure clause or Non-Disclosure Agreement (NDA). A Non-Disclosure Agreement (NDA) is a legally binding contract preventing parties from disclosing specified confidential or proprietary information.
While NDAs are intended to protect sensitive information, recent developments in the global music industry have revealed its darker side: a tool of victimisation weaponized by silence. High-profile cases, such as the ongoing legal battle between Sean “Diddy” Combs and singer Cassie Ventura, have spotlighted how NDAs can be deployed to conceal abuse and silence victims—raising serious ethical concerns with implications for not only the artists worldwide, including Nigeria but the lawyers that draft them.
NDAs: Shielding Misconduct & Unconscionable Industry Practices.
In the case of United States v Sean Combs, allegations have emerged that NDAs were employed to prevent individuals from speaking out about abusive behaviour. Testimonies from Cassie Ventura and former personal assistant (Capricon Clark, scheduled to testify on 27 May 2025) suggest that NDAs were used not just to protect business interests but to silence victims and witnesses of alleged unfair and unconscionable practices of Bad Boy Records. This misuse of NDAs has sparked broader concerns of how the Rich and Powerful force signees into unfair work practices while serving to restrict valuable information of their personal lives, some of which have damaging effects on their employees. A telling example emerged in November 2024, when TMZ published details of a typical NDA used by Sean Combs’ enterprises, barring signees from taking photos or videos, or publicly discussing any event that took place at parties hosted by Combs, without his express written consent. More alarmingly, the NDA imposed an extraordinary duration— effective for 20 years after Combs’ death or 70 years from the date of signing, whichever is later—effectively silencing parties for a lifetime and beyond.
Another notable and deeply troubling example of the misuse of non-disclosure agreements emerged in the case of former Hollywood producer and convicted rapist Harvey Weinstein, currently serving a 16 year sentence on conviction of rape in 2022. For years, Weinstein allegedly relied on NDAs and secret settlements to silence numerous women who accused him of sexual harassment, assault, and rape. These agreements were often presented under pressure, with victims fearing reputational harm, career sabotage, or legal retaliation if they spoke out. The NDAs functioned as tools of coercion—protecting Weinstein’s power and shielding his actions from public scrutiny.
It was only after investigative reporting by journalists at The New York Times and The New Yorker in 2017 that the extent of the allegations—and the role NDAs played in concealing them—became widely known. Although sentenced to 3 years imprisonment earlier in March 2020 for third degree rape and 20 years for first degree criminal sexual assault. The decision was overturned by the New York’s highest court late April 2024 in a 4-3 decision, the court held that the trial court erred in admitting testimony about uncharged, alleged prior sexual acts involving individuals other than the complainants, as such testimony lacked any relevant or material value in establishing the defendant’s propensity to commit the charged offenses
Implications for the Nigerian Music Industry.
The Nigerian music industry is rapidly growing, with artists gaining international recognition. However, the use of NDAs in Nigeria is not immune to misuse. While NDAs are intended to protect intellectual property and confidential business information, there is a risk that they could be used to legitimize misconduct of record label executives/owners of entertainment companies. The lack of robust legal frameworks and enforcement mechanisms in Nigeria may exacerbate this issue, allowing powerful individuals to exploit NDAs to silence victims.
Legal Considerations and the Need for Reform.
In Nigeria, NDAs are legally binding agreements that establish a confidential relationship between parties. However, there is a need for clearer legal guidelines to prevent the misuse of NDAs in cases involving misconduct or implicating signees such as to sabotage their careers. Legal reforms should be directed at ensuring that NDAs do not shield powerful individuals from accountability for abusive behaviour. Additionally, there should be provisions that allow victims to speak out without fear of legal repercussions when reporting misconduct.
Tips for Navigating Unfair Contract Clause/Agreement.
When faced with repugnant or overly restrictive non-disclosure agreement (NDA) which can be inserted as contract clauses or standalone agreements connected to artist management agreement, Nigerian artists should take proactive and informed steps to protect their rights, dignity, and creative freedom. Here are practical recommendations:
1. Engage a Competent Entertainment Lawyer.
Why: NDAs are legal documents that can have long-term consequences.
Action: Always consult with a lawyer familiar with the entertainment industry before signing any agreement. A lawyer can:
- Identify exploitative or overly broad clauses.
- Negotiate fairer terms on your behalf.
- Explain legal implications in simple terms.
Example: An emerging Afrobeats artist approached a major label. The proposed NDA restricted her from ever discussing her experiences, even in cases of abuse. Her lawyer flagged it as unenforceable and negotiated for its removal.
2. Negotiate Scope and Duration.
Why: NDAs should be limited in scope, not lifelong gags.
Action: Artists should:
- Push for time-limited NDAs (e.g., 2–3 years).
- Define exactly what counts as “confidential” (e.g., financial terms, trade secrets—not personal conduct or abuse).
Tip: Avoid clauses that prohibit you from discussing anything that occurs in the relationship, especially personal or criminal conduct.
3. Insist on Exceptions for Illegality and Abuse.
Why: Some NDAs try to silence people from reporting illegal activity.
Action: Demand exceptions that allow you to:
- Report harassment, abuse, or crimes to authorities.
- Speak out about misconduct without facing legal penalties.
Note: Nigerian law may not explicitly bar such clauses yet, but public policy and human rights principles can help challenge them in court.
4. Avoid Blanket or One-Sided NDAs.
Why: Blanket NDAs often favor the more powerful party.
Action: Request mutual NDAs where both parties are bound by the same terms, or reject overly one-sided clauses that:
- Only protect the record label.
- Impose penalties only on the artist.
5. Document Every Interaction.
Why: Documentation creates a paper trail that can be useful in legal disputes.
Action:
1.Keep copies of all drafts and communications.
2. Make notes about meetings where NDAs were discussed or signed.
3. If possible, request that negotiations be recorded or documented via email.
6. Involve Trusted Representatives.
Why: Emotional or power pressure can cloud judgment.
Action:
- Bring your manager, preferably your legal rep, for contract negotiations bordering on artist management contracts.
- Don’t let anyone pressure you into signing “on the spot.”
7. Leverage Artist Collectives or Unions.
Why: There is strength in numbers.
Action: Join or support collectives like the Performing Musicians Employers’ Association of Nigeria (PMAN), Musical Copyright Society of Nigeria (MCSN), Guild of Artistes and Poets (GAP). Also engage in advocacy for industry-wide ethical standards on contract terms which includes unconscionable NDAs.
8. Know When to Walk Away.
Why: Not every opportunity is worth your silence.
Action: If an NDA demands unethical silence or gives away too much of your freedom, consider turning down the deal. Protecting your long-term dignity and legal rights is more valuable than a short-term gain.
Final Thought.
The use of NDAs should never be a tool for exploitation or silencing abuse. As seen in global controversies, repugnant NDA practices can perpetuate harm. Nigerian artists must be vigilant, legally aware, and ready to challenge any clause that infringes on their fundamental rights.
Written by Adeola Osifeko LLB, LLM, ACIS, ABR. Partner Corporate Commercial Group at AEO Law Practice
Sources:
1. Njera Perkins and Taiyler. S. Mitchell, ‘How Cassie’s Lawsuit Against Diddy Galvanised a Movement of Survivors’ Huffpost 24 May 2025 <https://www.huffpost.com/entry/sean-diddy-combs-trial-cassie-lawsuit_n_682fae95e4b0239ca9a6eba3> Accessed 25 May 2025
2. Laura Italiano, ‘At Diddy trial, ex-assistants recall smashed whiskey glasses, bags of drugs, and mopping up after freak offs’ Business Insider Africa 25 May 2025 <https://africa.businessinsider.com/entertainment/at-diddy-trial-ex-assistants-recall-smashed-whiskey-glasses-bags-of-drugs-and-mopping/4s7rjhm> Accessed 25 May 2025
3. Ronan Farrow, ‘Weighing the Cost of speaking Out About Harvey Weinstein’ New Yorker 27 October 2017 <https://www.newyorker.com/news/news-desk/weighing-the-costs-of-speaking-out-about-harvey-weinstein> Accessed 25 May 2025.
4. Daniel Arkin, ‘What you need to know about Harvey Weinstein’s retrial’ NBC News 21 April 2025 <https://www.nbcnews.com/news/us-news/harvey-weinstein-retrial-conviction-health-me-too-what-know-rcna199981> Accessed 25 May 2025
The Legal Trove 