Outline terms for a music licensing agreement

I. GRANT OF RIGHTS

1. Scope of License:
   • Specify the type of rights granted, e.g., reproduction, distribution, public performance, synchronization (for audiovisual content), or streaming.
   • Clarify whether the license is exclusive or non-exclusive.
2. Territory:
   • Define the geographic area where the license is valid (e.g., worldwide, specific countries).
3. Term:
   • Indicate the duration of the license (e.g., 1 year, perpetual, or tied to the completion of a project).
4. Media Formats:
   • Specify the media or platforms where the music can be used (e.g., television, film, digital streaming, physical CDs).

II. CONSIDERATION (ROYALTIES AND FEES)

1. Upfront License Fee:
   • State the flat fee, if any, for the license (e.g., “$10,000 for synchronization rights”).
2. Royalties:
   • Define any ongoing royalties, such as:
     • Mechanical royalties for physical or digital reproduction.
     • Performance royalties for public performances (collected via a Performing Rights Organization).
     • Revenue shares from monetized platforms like YouTube or Spotify.
3. Payment Terms:
   • Specify payment deadlines, methods, and penalties for late payments.

III. USE RESTRICTIONS

1. Permitted Uses:
   • Clearly outline acceptable uses, e.g., “synchronization with a feature-length film” or “commercial advertisements.”
2. Prohibited Uses:
   • Define restricted activities, such as:
     • Use in content promoting illegal activities.
     • Use outside the specified territory or duration.
3. Modification:
   • Address whether the Licensee is permitted to modify or adapt the work (e.g., remixes, edits, or translations).

IV. CREDIT AND ATTRIBUTION

1. Attribution Requirements:
   • Specify how the Licensor must be credited (e.g., “Composed by [Name]” or “Courtesy of [Label Name]”).
   • Clarify where credits must appear (e.g., end credits of a film, metadata in streaming platforms).

V. WARRANTIES AND REPRESENTATIONS

1. Licensor’s Warranties:
   • The Licensor warrants that they have the authority to grant the rights outlined in the agreement and that the work does not infringe on third-party rights.
2. Licensee’s Warranties:
   • The Licensee warrants that they will use the work in compliance with the agreement and all applicable laws.

VI. INDEMNIFICATION

1. By Licensor:
   • Indemnify the Licensee against claims arising from alleged copyright infringement due to the Licensor’s breach of warranty.
2. By Licensee:
   • Indemnify the Licensor against claims arising from unauthorized or improper use of the licensed work.

VII. TERMINATION

1. Breach of Contract:
   • Define the grounds for termination, such as non-payment, unauthorized use, or breach of restrictions.
2. Effect of Termination:
   • State the obligations upon termination, e.g., cessation of use and destruction of copies.

VIII. GOVERNING LAW AND DISPUTE RESOLUTION

1. Governing Law:
   • Specify the applicable legal jurisdiction (e.g., “This Agreement shall be governed by the laws of [State/Country].”).
2. Dispute Resolution:
   • Include methods for resolving disputes, such as mediation, arbitration, or litigation.

IX. MISCELLANEOUS

1. Entire Agreement:
   • Confirm that the written agreement constitutes the entire understanding between the Parties.
2. Amendments:
   • Require any amendments to be in writing and signed by both Parties.