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Music license agreement

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[State]

WHEREAS [Licensor.CompanyName or Licensor.FirstName Licensor.LastName] (“Licensor”) owns the entire property, including all intellectual property, all copyright, all publishing rights and other rights to certain compositions composed exclusively by the Licensor and the compositions form a body of work (“Work”);

WHEREAS [Licensee.CompanyName or Licensee.FirstName Licensee.LastName] (“Licensee”) is in the business of [Enter Type of Business];

WHEREAS the Licensee desires to license the rights to the Work and the Licensor desires to grant a license to the Licensee and the Licensor and the Licensee enter into this agreement (“Agreement”) for the purpose of setting out their arrangements for the licensing of the Work pursuant to the terms and conditions set out in this Agreement.

IN CONSIDERATION of the mutual covenants and promises, the Licensor and the Licensee (individually, each a “Party” and collectively, the “Parties”), each intending to be legally bound, covenant and agree as follows:

1. The Work

Details of the compositions comprising the Work are as follows:

1. [Composition 1]

2. [Composition 2]

3. [Composition 3]

2. The Guarantee

2.1 The Licensor without reservation guarantees (“Guarantee”) that he/she/it owns the entirety of the Work and further that he/she/it absolutely owns and controls all rights represented in and by the Work, including but not limited to the entire recordings and musical compositions comprised in the Work and has and will continue to hold all such rights for the duration of this Agreement without any restrictions or encumbrances on the geographic distribution of such rights and the right to exploit the Work as contemplated by the terms and conditions of this Agreement.

2.2 The Licensor shall indemnify and hold harmless the Licensee from any and all claims, liabilities and costs, losses, damages or expenses (including reasonable attorney's fees) by third parties arising out of any breach, allegation, claim or failure of any covenants or warranties made by the Licensor pursuant to the Guarantee.

3. The License

3.1 The Licensor grants to the Licensee in respect of the Work and the components thereof, an exclusive non-transferable, non-assignable, royalty-free worldwide irrevocable license to use the Work specifically and to the extent authorized in this Agreement (“License”) and the License shall at all times be to the exclusion of all other parties.

3.2 The terms of the License shall be for a period of [Years] years commencing from the execution of this Agreement and payment of the license fee.

3.3 The License granted pursuant to this Agreement shall not have any geographic restrictions.

4. License Fee

The Licensee hereby agrees to pay the Licensor a one-time fee of [$License Fee] payable at the execution of this Agreement. Provided that the Licensee uses the Work within the terms of this Agreement, the Licensee shall not be required to pay any additional fee or royalty in respect of the License during the Term.

5. General Terms

5.1 The mechanical, synchronization, and performance rights granted to the Licensee shall include the right to:

a) enable the Licensee to: i) re-record the Work; ii) duplicate the Work; and iii) to release the Work in various formats and channels either as a stand-alone item or as part of a production of works. The formats and channels may include videos (online streaming or otherwise), films, CD-ROMs, DVDs. If the Licensee incorporates the Work in any software and online streaming the Work must be "embedded" so that the end user may not extract the Work;

b) the Licensee may present the Work as part of public broadcasts and public and/or listening opportunities whether as part of a production of works or as a stand-alone item and may include websites, video (online and offline) podcasts, multimedia productions, TV, DVDs and films; and

c) if suitable for such purpose, the Licensee may use the Work for soundtrack purposes in conjunction with visual images.

5.2 The License shall not at any time include any of the following rights:

a) the Licensee shall not claim authorship of the Work in any way, directly or by implication, or collaboration credit in any form;

b) the Licensee may not transfer, rent, sub-lease, assign or otherwise deal in the License;

c) except as expressly provided in Clause 5.1, the Licensee shall not copy or duplicate the Work for any purpose;

d) except as expressly provided, the Licensee shall not resell, trade or exploit the Work for profit or otherwise, whether as part of a production or as a stand-alone item;

e) the Licensee shall not allow any third party to use the Work in any way.

f) except as authorised in this Agreement, the Licensor shall retain all intellectual property rights in the Work and components thereof; and

g) the Licensee shall not make any changes to the Work.

5.3 The Licensee shall not be required to credit the Work to the Licensor in the Licensee’s productions.

6. Warranties and Undertakings

6.1 The Licensor hereby warrants and undertakes to the Licensee that he/she/it: a) has the authority and legal capacity to enter into this Agreement; b) is the sole and absolute owner of the Work and there is no third party interest in the Work; c) has the authority and power to grant the License without the consent of any other party; d) has not granted any license or any other rights in respect of the Work to any other party and no party is entitled to any such right in the future; and e) has not used the copyright and/or intellectual rights of any third party in the creation of the Work without consent or license.

6.2 The Licensee hereby warrants and undertakes to the Licensor that he/she/it: a) has the authority and legal capacity to enter into this Agreement: b) executes this Agreement as a principal and the License is intended solely for the benefit of the Licensee; c) will use the Work solely for the purposes stated in this Agreement; and d) has the financial resources to complete this Agreement and settle all amounts payable pursuant to this Agreement when due.

7. Indemnity and Limitation of Liability

7.1 The Licensor agrees to indemnify, defend, and hold the Licensee harmless from and against all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by the Licensee as a result of or in connection with: a) any breach of this Agreement by the Licensor; and b) any claim made on the Licensee by a third party on the basis that the Work breaches the copyright and/or intellectual property rights of the third party.

7.2 The Licensee agrees to indemnify, defend, and hold the Licensor harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by the Licensor as a result of or in connection with: a) any breach of this Agreement by the Licensee; b) any claim made on the Licensor by a third party on the basis of the Licensee’s use of the Work notwithstanding that such use may conform to the terms and conditions of this Agreement.

7.3 Except where compensation or indemnity is due from the Licensor to the Licensee due to the breach of third party copyrights and/or intellectual property in the creation of the Work, the liability of the Licensor to any party pursuant to this Agreement shall not be greater than the value of the License Fee and any other payments received from the Licensee.

8. Termination

This Agreement may be terminated if:

8.1 The Parties have performed their respective duties and obligations to each other pursuant to this Agreement.

8.2 The Parties by mutual consent in writing agree to terminate this Agreement;

8.3 If either Party is adjudged insolvent or bankrupt or an involuntary petition is filed against a Party, or on an assignment or appointment of a receiver, liquidator, or trustee of the assets of a Party, or the business of a Party is liquidated, dissolved or wound up.

8.4 If either Party breaches any provision in this Agreement, and the breach is not rectified within [Days] days after notice in writing to the breaching Party, then the Other Party may give written notice to immediately terminate this Agreement.

9. Entire Agreement

This Agreement represents the entire arrangement and understanding between the Parties. There are no other conditions, promises, representations or undertakings between the Parties whether oral or written.

10. Severability

The Parties agree that if any provision of this Agreement becomes invalid or unenforceable for any reason: a) the offending provision shall be removed; and b) the remaining provisions of this Agreement shall be unaffected and continue to be valid and enforceable for all purposes.

11. Amendment

‍Any amendment to this Agreement must be mutually consented to by the Parties in writing.

12. Waivers

‍A waiver of a breach of any term of this Agreement or of a default by any Party shall not constitute or be deemed to be a waiver of any other breach or default that may already have occurred, or which may occur. Unless consideration has been received, any such waiver shall not prevent the Party making the waiver from subsequently requiring compliance with the waived obligation or default.

13. Delays, Indulgences and Omissions

‍A delay or indulgence or omission in exercising any right, power or remedy shall not be construed as a waiver.

14. Notices

Any notice pursuant to this Agreement shall be in writing and may be sent by: (a) regular mail to the other Party at the address stated in this Agreement and shall be effective 2 days from the date of dispatch; or (b) if permitted in the jurisdiction, by email or other means of written/printed/displayed digital means of communication and such notice shall be deemed to be effective 24 hours after dispatch.

15. Successors

‍The provisions of this Agreement shall be binding on the respective successors and assigns and legal representatives of the Parties..

16. No Assignment

‍The Licensee shall not assign this Agreement in any form to any third party without the prior written consent of the Licensor.

17. Costs

‍The Parties agree that they shall each bear their own respective costs for the preparation and negotiation of this Agreement.

18. Force Majeure

‍The Parties shall not be liable to each other for any loss of damage that may arise out of a delay in the performance or non-performance of their respective obligations pursuant to the terms of this Agreement where the cause of the delay or non-performance is due to causes beyond the control of the Parties, including but limited to pandemic, epidemic, tempest, storm, flood, fire, sabotage, riots, civil unrest, acts and policies of any Federal or State government and/or their Agencies, power grid failure and Acts of God.

19. Applicable Law

‍This Agreement or any part of it shall be governed by, construed and interpreted in accordance with the laws of the State of [State] and shall be subject to the exclusive jurisdiction of the federal and state courts located in [County], [State].

User Note: When entering into a Licensing Agreement, the Licensor must be certain that the work being licensed does not in any way breach the copyrights and intellectual property rights of a third party. In such a situation, the Licensor could not only face liability to the Licensee but also to the third party. The Licensee should take all reasonable steps to conduct any necessary investigations to verify the claims made by the Licensor.

When determining what is being licensed, the Licensor should be as clear and detailed as possible about the subject matter. If there is any credit due to any third party for collaboration in or contribution to the work, this should be declared to the Licensee.

The Licensor should be clear about what rights are being licensed to the Licensee and should ensure that only the rights required are included. The Licensee will need to ensure that the rights included in the License are sufficient to cover the intended use of the licensed material.

This template is drafted on the basis that there will only be a one-off upfront payment. If there is a royalty or other payments involved, the appropriate changes will need to be made to reflect this.

The User Note is intended for guidance only and does not in any way constitute legal advice and Users should treat it accordingly.

‍

Disclaimer: Template does not constitute any form of legal advice, and the User is at all times encouraged to request external specific legal advice in respect of the execution of legal documents.

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Music has the remarkable ability to evoke emotions, inspire creativity, and bring people together. Behind every melody lies a complex web of legal agreements that govern the use and distribution of music. One such agreement is the music license agreement, a vital contract between the licensor (the rights holder) and the licensee (the user) that delineates copyright and publishing rights.

What is a music license agreement?

A music license agreement is a legally binding contract that grants the licensee the right to use, distribute, or perform copyrighted music owned by the licensor. This agreement outlines the terms and conditions under which the music can be utilized, including the scope of usage, duration, and financial compensation.

Types of music licenses:

Sync license: This license grants permission to synchronize music with visual media, such as films, TV shows, commercials, or video games.
Mechanical license: This allows the reproduction and distribution of recorded music, typically in physical or digital formats like CDs, downloads, or streaming services.
Performance license: Authorizes the public performance of music, whether live or recorded, in venues such as concert halls, clubs, restaurants, or radio stations.
Master use license: This license provides the right to use a specific song recording, often for sampling, remixing, or compilation albums.

Benefits of music licensing

Protecting intellectual property:

Music license agreements play a crucial role in safeguarding the intellectual property rights of songwriters, composers, and recording artists. By obtaining proper licenses, creators ensure that their work is used lawfully and receive fair compensation for their artistic contributions.

Facilitating business transactions:

Securing music licenses is essential for businesses and media producers to incorporate music into their projects while avoiding copyright infringement lawsuits. Whether it's a commercial advertisement, a film soundtrack, or a corporate presentation, proper licensing provides legal clearance and peace of mind.

Promoting fair compensation:

Music license agreements establish a framework for fair compensation between rights holders and users. By negotiating licensing fees and royalties, both parties can benefit financially from using copyrighted music, fostering a sustainable ecosystem for creators and content creators.

What to consider in a music license agreement

Clear rights ownership: Before entering into a music license agreement, it is crucial to verify that the licensor holds the necessary rights to grant the license. This includes confirming ownership of the composition (music and lyrics) and the sound recording.
Scope of usage: Define the music's intended use precisely, including the media format, distribution channels, geographic territories, and license duration. Clear delineation of these parameters helps prevent disputes and ensures compliance with copyright laws.
Royalties and payment terms: Negotiate fair and equitable compensation for the use of the music, considering factors such as usage scope, audience reach, and commercial value. Establish clear payment terms, including upfront fees, royalties, and reporting obligations, to avoid misunderstandings down the line.

Music licensing is a cornerstone of the entertainment industry, enabling artists, businesses, and content creators to collaborate and thrive. Use our free music license agreement template to help navigate the complexities of music licensing with diligence and clarity.

Whether you're a musician seeking to protect your work or a filmmaker searching for the perfect soundtrack, understanding the nuances of music licensing is essential for realizing your creative vision and building a sustainable future for the music industry.

What’s the difference between a music license agreement and a record deal contract?

A music license agreement and a record deal agreement serve distinct purposes in the music industry, each addressing different aspects of music production, distribution, and ownership:

Music license agreement

Purpose: A music license agreement grants permission to use, distribute, or perform copyrighted music owned by the licensor.
Scope: It typically covers specific rights, such as synchronization (sync), mechanical reproduction, public performance, or master use.
Parties Involved: The agreement involves a licensor (rights holder) and a licensee (user), such as a filmmaker, advertiser, or content creator.
Duration: The license is often limited and may specify usage parameters, such as media format, distribution channels, and geographic territories.
Compensation: Licenses may involve upfront fees, royalties, or other financial considerations paid by the licensee to the licensor for the authorized use of the music.
Ownership: The licensor retains ownership of the music rights, while the licensee gains limited usage rights for the specified purposes outlined in the agreement.

Record deal contract

Purpose: A record deal agreement, also known as a recording contract, governs the relationship between a recording artist or band and a record label for the creation, promotion, and distribution of recorded music.
Scope: It encompasses various aspects of music production, including recording sessions, album releases, marketing, and promotion.
Parties Involved: The agreement involves the recording artist(s) (often referred to as the artist or band) and the record label (often referred to as the label or record company).
Duration: Record deal agreements typically cover multiple albums or a specified period, outlining the terms for album releases, option periods, and contract renewals.
Compensation: Artists may receive advances, royalties, and other forms of compensation from the record label based on album sales, streaming revenue, and other income streams.
Ownership: The agreement may address ownership rights related to the master recordings, songwriting credits, publishing rights, and other intellectual property associated with the recorded music.

While both agreements involve the use and distribution of music, a music license agreement focuses on licensing rights for specific uses. In contrast, a record deal agreement governs the broader relationship between recording artists and record labels for creating and commercializing recorded music.

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