Indemnification Clauses and Music Licensing Agreement Example

It is important that before you sign the agreement; you are entering an agreement with a music publisher. Music publisher is mandated by law to issue music licenses in behalf of the songwriters involved. You need to ensure that the company is a registered music publishing entity (using sole proprietorship, partnership or corporation business registration) if you need to conduct business with a legally accepted party. You can ask for their business permit if you want.

Other things to check are the catalog of the music publisher. If the music publisher is ASCAP-affiliated (or BMI, etc.), you can check the registered songs in society catalog and double check the songs that you are planning to license with them.

This can be useful if your company already secure blanket licenses to these public performance organizations. So it means that you can use the songs in the catalog for public performance purposes without needing to pay additional licensing fee.

Or if the music publisher is foreign, check for foreign society’s affiliation. You can do this by asking the music publisher. ASCAP and BMI cover mostly US-based music publishers.

You can even checked with the US Copyright records to confirm the music publisher copyright claim. You can double check the history of published music by the publisher by knowing following the tips in this tutorial. Or much better you can even ask a copy of copyright certificates and other legal documentations supporting the claim of ownership.

All of these are important checks to make sure you are conducting business that you can trust.

Second important item: Scope of Music Compositions and Recordings

You need to ensure that the agreement clearly states the songs that you are going to license. Is it the entire catalog? Or a list of specific songs?

Licensed tracks in Appendix

Licensed tracks in Appendix

Third important item: Licensee and detailed song application

License and use of music

License and use of music

You need to ensure that the music publisher has listed your correct company name in the agreement. The license must include details how the song will be used. A complete statement is a requirement to avoid confusions on the exact song usage/application. It should answer clearly all possible questions raised during the negotiation.

This usually takes place before drafting the music licensing agreement. For example, you are planning to license a music for film, the following can be the possible questions that needs to be negotiated with the music publisher:

a. Aside from granting sync and master recording rights, does the agreement allow to distribute the work worldwide?

b. Does the agreement allows to make several copies of the videos and sell it as copies?

c. Does the agreement allow to use the music in porn, racism, hate and terrorism promotion movies?

In relation to this, you need to mention to the music publisher in details about how you are going to use the music. The more details, the better.

In my experience, this section takes a lot of time discussing the rights and limitations of the license. There is where a lot of negotiation would take place. The result of this negotiation would be put into an agreement (see next section).

Fourth important item: Rights granted and Limitation of Use

These terms in the agreement should list down all the rights granted by the music publisher to the licensee. This based on how the client would be using the music. The music publisher simply cannot grant all rights if these rights are not being used at all by the project.

For example, if the music publisher is only granting you sync rights and master recording rights. Then these are the only rights that you will be using in your project.

You won’t be granted with print rights or other rights simply because you have not discussed with the publisher that you will be using this right in your project.

If the music publisher states that “any particular song usage not mentioned in the rights granted, the licensee is not allowed to use the music in those applications”, therefore stating the limitation of your license. You cannot use the music in any other applications other than what has been agreed upon.

There are lots of music rights that an application may require. For example in film, there are at least 3 important rights that the publisher should grant to its client. These are the sync rights, mechanical rights and master recording rights. Other application may even require more rights.

Fifth important item: Indemnification and Other terms

Other than what has been mentioned, the music publisher will include indemnification clauses in music licensing agreement, the details are discussed in the previous section.

License fee

The license fee is also the most important part. This license fee is agreed between the publisher and the client. It depends on the number of rights granted, the budget as well as the number of songs licensed in the catalog. This license fees should be stated clearly on the agreement. Also the royalty clause maybe necessary if the client would be paying them on a periodic basis. It all depends on the agreement between the publisher and the client.

Method of agreement

Also, it does not matter whether the agreement has been agreed on paper or using online method. What does matter is the proof of agreement. Of course, a lot of clients may prefer agreement on paper because they can exactly see the agreement as well as being able to affix a signature.

Online music licensing is also becoming popular due to the fact that it is a paperless processing, faster and Earth friendly. There are solid ways you can enter into a music licensing contract online, such as the one I am using here. You can always print the license copy as proof.

Content last updated on October 12, 2012