AI Digital Replica License Agreement

AI DIGITAL REPLICA LICENSE AGREEMENT

This AI Digital Replica License Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date"), by and between:

1. RECITALS

WHEREAS, Licensor possesses rights to Licensor's voice, likeness, image, and performance characteristics ("Performer Identity"); and

WHEREAS, Licensor desires to grant Licensee a limited license to create and use an artificial intelligence-generated digital replica of the Performer Identity for specified purposes ("Digital Replica"); and

WHEREAS, Licensor and Licensee desire to set forth the terms and conditions of such license.

NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

2. DEFINITIONS

"Digital Replica" means any artificial intelligence, deep learning, or machine learning-generated simulation, synthesis, or recreation of Performer's voice (including speech patterns, accent, and vocal characteristics), likeness, image, performance style, or combination thereof, created using the Voice Sample and Image Materials.

"Voice Sample" means the audio recordings provided by Licensor on [date] comprising [__] hours/minutes of natural, unaltered speech.

"Image Materials" means the photographs, video footage, motion capture data, and visual recordings provided by Licensor, dated [date].

"Permitted Content" means the specific films, television programs, audiobooks, digital media, video games, virtual performances, or other content expressly identified in Exhibit A.

"Recording Period" means the period from the Effective Date through [date] during which Licensee may capture, record, and train models using the Voice Sample and Image Materials.

"Compensation Term" means [__] years from Effective Date, during which Licensor shall receive compensation per Section 5.

"Post-Termination Period" means the period after termination of this Agreement.

3. GRANT OF LICENSE

3.1 Limited License. Subject to all terms and conditions herein, Licensor grants Licensee a non-exclusive, non-transferable, revocable license to create a Digital Replica using the Voice Sample and Image Materials, and to use the Digital Replica solely in the Permitted Content.

3.2 Scope Limitations. The license is limited to:

• (a) Training and development of AI models during the Recording Period;
• (b) Inference, rendering, and synthetic generation of Performer's voice and likeness;
• (c) Distribution of Permitted Content incorporating the Digital Replica;
• (d) Creation of marketing materials promoting Permitted Content, as approved per Section 4.

3.3 No Ownership Transfer. Licensor retains all right, title, and interest in the Performer Identity, likeness, voice, and any recordings thereof. Licensee acquires no ownership rights to the Performer Identity or underlying training data.

3.4 Non-Exclusive. Licensor may license the Performer Identity to other parties; provided that such licenses do not directly compete with the Permitted Content during the term of this Agreement.

4. PERMITTED USES

4.1 Authorized Uses. The Digital Replica may be used only for the following purposes:

☐ Dialogue, narration, and speech in [film/television/video game/virtual performance];

☐ Promotional clips, trailers, and marketing materials for Permitted Content;

☐ Audiobook production or audio description;

☐ Live or recorded virtual performances, concerts, or appearances;

☐ Other: [________________________________].

4.2 Territory. Use shall be permitted in: [worldwide/[specific territories]].

4.3 Media and Formats. Distribution media shall include: [theatrical release/streaming/broadcast/physical media/other].

4.4 Duration of Use Rights. Post-Termination, Licensee may continue to distribute Permitted Content created during the term using the Digital Replica, without additional compensation, for [__] years or [specify term]; provided Licensee does not create new derivative works or significantly modify existing content.

5. PROHIBITED USES

The Digital Replica SHALL NOT be used for any of the following without separate written consent:

☐ Intimate, nude, or sexually explicit imagery or performance;

☐ Defamatory, deceptive, or false statements or actions attributed to Performer;

☐ Endorsement of products, services, or political candidates not expressly approved in writing;

☐ Statements or actions that misrepresent Performer's views, political beliefs, or personal values;

☐ Creation of deepfakes intended to deceive audiences regarding authenticity;

☐ Use in pornographic, adult, or obscene content;

☐ Impersonation in fraudulent, criminal, or illegal activity;

☐ Modification of the Performer Identity beyond Permitted Content scope (e.g., altering facial features, race, gender);

☐ Use after Post-Termination Period expires, except as explicitly permitted per Section 4.4;

☐ Sublicensing to third parties without express written consent;

☐ Use in violation of applicable state laws (see Section 9).

6. APPROVAL AND CONSENT RIGHTS

6.1 Separate Consent Required. Licensor must provide separate, written, informed consent for any use outside the scope of Permitted Content. Such consent shall be specific, explicit, and document the exact use case.

6.2 Review and Approval. Licensee shall provide Licensor with:

• (a) Storyboards, scripts, and context for Digital Replica use in Permitted Content;
• (b) Sample renderings of the Digital Replica in final context;
• (c) At least [14] days to review and approve or object.

6.3 Moral Rights. Licensor retains moral rights in the Performer Identity, including the right to:

• (a) Be credited as the voice/likeness provider in film/television credits (or as negotiated);
• (b) Object to uses that materially misrepresent or distort the Performer Identity;
• (c) Withdraw consent for future uses upon [30] days' written notice for uses not yet distributed.

6.4 Approval Not Unreasonably Withheld. Licensor shall not unreasonably withhold approval for uses consistent with Permitted Content scope; provided that approval may be withheld for uses violating Section 5.

7. COMPENSATION

7.1 License Fee. Licensee shall pay Licensor a non-refundable license fee of $[__________] upon execution of this Agreement, for the right to create and use the Digital Replica in Permitted Content.

7.2 Per-Use Compensation. In addition to the license fee, Licensee shall pay Licensor:

• (a) By Distribution Medium:
• Theatrical release: $[__________] per feature;
• Television episode (30-min): $[__________]; (60-min): $[__________];
• Streaming: $[__________] per title/season;
• Video game: $[__________] per title;

• Virtual performance: $[__________] per live performance or [__]% of gross ticket sales.

• (b) Payment Schedule: Within [30] days of initial distribution or [quarterly], whichever is earlier.

7.3 Audit Rights. Licensor may audit Licensee's records relating to compensation [annually/bi-annually] upon [10] days' notice, at Licensor's expense unless underreporting exceeds [5]%, in which case Licensee bears audit costs.

7.4 Post-Termination Compensation. After termination, Licensee shall continue to pay applicable per-use fees for [__] years for Permitted Content already distributed (Section 4.4).

7.5 Escalation. Compensation shall increase by [2-3]% annually or as mutually agreed in writing.

8. RECORDING PERIOD AND DATA HANDLING

8.1 Recording Period. Licensee may capture, record, and train AI models using the Voice Sample and Image Materials during the Recording Period only ([date] through [date]).

8.2 Model Training. Licensor acknowledges that Licensee will use the Voice Sample and Image Materials to develop, train, refine, and improve AI models for generating the Digital Replica. Such training is permitted only during the Recording Period.

8.3 Data Retention. Post-Recording Period, Licensee shall:

• (a) Retain trained models sufficient to render existing Permitted Content;
• (b) Not retrain, augment, or improve models using additional Performer Identity materials;
• (c) Securely store and protect all training data against unauthorized access.

8.4 Data Security. Licensee shall implement industry-standard encryption, access controls, and cybersecurity measures to prevent unauthorized access to the Voice Sample, Image Materials, and trained models.

8.5 Data Deletion. Upon [specific termination event], Licensee shall, within [60] days, delete or permanently anonymize all training data at Licensor's election, except data necessary to render previously distributed Permitted Content.

9. TERM AND TERMINATION

9.1 Initial Term. This Agreement shall commence on the Effective Date and continue for [__] years ("Initial Term"), unless earlier terminated per this Section.

9.2 Renewal. This Agreement shall automatically renew for successive [__]-year periods unless either party provides [90] days' written notice of non-renewal.

9.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:

• (a) The other party materially breaches this Agreement and fails to cure within [30] days of written notice;
• (b) The other party becomes insolvent or is subject to bankruptcy proceedings;
• (c) Licensor withdraws consent per Section 6.3(c).

9.4 Termination for Convenience. Licensor may terminate this Agreement for any reason upon [90] days' written notice; provided that Licensee may complete and distribute Permitted Content in progress under Sections 4.4 and 7.4.

9.5 Effects of Termination. Upon termination:

• (a) Licensee's right to create new Digital Replica content ceases immediately;
• (b) Licensee may continue to distribute Permitted Content created during the term per Section 4.4;
• (c) Licensor shall receive compensation per Section 7.4 for distributed content;
• (d) All obligations regarding confidentiality, indemnification, and representations survive.

10. REVERSION OF RIGHTS

10.1 Post-Termination Reversion. Upon expiration of the Post-Termination Period (Section 4.4), all rights to use the Digital Replica revert entirely to Licensor. Licensee shall cease distribution and publicly available use of Permitted Content containing the Digital Replica.

10.2 Archive Exception. Licensee may retain copies of Permitted Content in secure archives for compliance, regulatory, and historical purposes only, without further distribution or public availability.

10.3 Decommission of Models. Licensee shall not use trained AI models to generate new Digital Replica content or license models to third parties after Post-Termination Period expiration.

11. REPRESENTATIONS AND WARRANTIES

11.1 Licensor's Representations. Licensor represents and warrants that:

• (a) Licensor possesses all right and authority to grant this license;
• (b) Licensor's voice, likeness, and image are original and do not infringe third-party rights;
• (c) The Voice Sample and Image Materials provided are original, unaltered, and provided freely;
• (d) Licensor is not subject to conflicting agreements that would prohibit this license.

11.2 Licensee's Representations. Licensee represents and warrants that:

• (a) Licensee has the right and authority to enter into this Agreement;
• (b) Licensee will comply with all applicable laws in creating and distributing the Digital Replica;
• (c) Licensee will not use the Digital Replica in violation of Sections 5 or 9;
• (d) Licensee will obtain all necessary third-party consents for Permitted Content creation.

12. INDEMNIFICATION

12.1 Licensor Indemnity. Licensor shall indemnify, defend, and hold harmless Licensee from any claims, damages, and costs arising from:

• (a) Licensor's breach of representations in Section 11.1;
• (b) Licensor's violation of third-party intellectual property or privacy rights.

12.2 Licensee Indemnity. Licensee shall indemnify, defend, and hold harmless Licensor from any claims, damages, and costs arising from:

• (a) Licensee's use of the Digital Replica in violation of Sections 5 or 9;
• (b) Licensee's breach of representations in Section 11.2;
• (c) Third-party claims that Licensee's Permitted Content (excluding the Digital Replica) infringes their rights;
• (d) Licensee's negligence or willful misconduct.

12.3 Procedure. Indemnified party shall promptly notify indemnityor of claims and reasonably cooperate in defense.

13. STATE LAW COMPLIANCE

13.1 SAG-AFTRA 2023 Master Basic Agreement (Union Members)

If Licensor is a union member covered by the SAG-AFTRA 2023 Master Basic Agreement:

☐ This Agreement incorporates the AI Digital Replica provisions of the SAG-AFTRA 2023 MBA;

☐ Compensation shall comply with SAG-AFTRA minimums for Digital Replica use;

☐ Licensor's consent and approval rights per SAG-AFTRA are preserved;

☐ Licensee shall notify SAG-AFTRA of Digital Replica creation and use as required;

☐ Post-employment use of the Digital Replica is restricted per SAG-AFTRA provisions.

13.2 New York Labor Law § 52-c (2024)

If use involves distribution or exhibition in New York:

☐ Licensor retains all rights to the Performer Identity and image;

☐ Separate, written, and informed consent is required for any use outside Permitted Content;

☐ Licensee shall not knowingly use the Digital Replica to deceive audiences about authenticity without clear disclosure;

☐ Licensor may seek injunctive relief and damages for unauthorized use.

13.3 Tennessee ELVIS Act (Tenn. Code Ann. § 47-25-701 et seq.)

If Licensor is a recognized performer with significant celebrity status or posthumous rights are involved:

☐ This Agreement recognizes Licensor's identity rights as a protected attribute under the ELVIS Act;

☐ Digital Replica use shall not infringe on rights of publicity or personality;

☐ Licensee shall not suggest an endorsement or affiliation that Licensor has not expressly authorized;

☐ Rights shall survive Licensor's death for the duration specified in the ELVIS Act.

13.4 California Civil Code § 3344.1 (AB 2602)

If use involves California distribution:

☐ Licensor retains the right of publicity in voice and likeness;

☐ Separate written consent is required for use of the Performer Identity in advertising or endorsements;

☐ Consent may be withdrawn by Licensor with [30] days' notice for future uses not yet distributed;

☐ Licensee shall not knowingly use deepfakes or Digital Replicas in a manner that deceives audiences without prominent disclosure;

☐ Violations may result in statutory damages of [minimum statutory amount] per use.

14. CONFIDENTIALITY

14.1 Confidential Information. Each party shall maintain the confidentiality of the other's proprietary information, including the Voice Sample, Image Materials, trained models, compensation terms, and strategies discussed herein.

14.2 Permitted Disclosure. Either party may disclose confidential information as required by law, court order, or regulatory authority, upon [10] days' notice to the other party.

14.3 Survival. Confidentiality obligations survive termination of this Agreement for [5] years.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [State of [__________]], without regard to conflicts of law principles.

15.2 Dispute Resolution. The parties shall first attempt to resolve disputes through good-faith negotiation [within 30 days]. If unresolved, disputes shall be resolved through:

☐ Mediation in [City, State];

☐ Binding arbitration under JAMS rules (arbitrator experienced in entertainment law preferred);

☐ Litigation in the courts of [County, State].

15.3 Injunctive Relief. Either party may seek injunctive relief in court to prevent irreparable harm from breaches of Sections 5, 6, or 13.

16. GENERAL PROVISIONS

16.1 Entire Agreement. This Agreement, including all exhibits, constitutes the entire agreement between the parties regarding the Digital Replica license and supersedes all prior negotiations, understandings, and agreements, whether written or oral.

16.2 Amendment. This Agreement may be amended only by written instrument signed by both parties.

16.3 Severability. If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.4 Notices. All notices under this Agreement shall be in writing and delivered personally, by email with read receipt, or by certified mail to the addresses below. Notices are effective upon receipt.

16.5 Assignment. Neither party may assign this Agreement without the other's written consent; provided that Licensee may assign to an affiliate with notice, provided the affiliate assumes all obligations.

16.6 Waiver. No waiver of any provision shall be effective unless in writing signed by the waiving party.

16.7 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one instrument.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

LICENSOR:

[PERFORMER/TALENT NAME]

Signature: [________________________________]

Print Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________]

Phone: [________________________________]

Email: [________________________________]

LICENSEE:

[COMPANY/PRODUCTION ENTITY NAME]

By: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________]

Phone: [________________________________]

Email: [________________________________]

EXHIBITS

Exhibit A: Permitted Content

Description of specific films, television programs, audiobooks, games, or other media in which the Digital Replica may be used:

[____________________________________________________________]

[____________________________________________________________]

[____________________________________________________________]

Exhibit B: Voice Sample and Image Materials

Description and delivery method of recordings provided by Licensor:

[____________________________________________________________]

[____________________________________________________________]

Exhibit C: Compensation Schedule

Detailed compensation terms, payment dates, and escalation provisions:

[____________________________________________________________]

[____________________________________________________________]

SOURCES AND REFERENCES

• SAG-AFTRA 2023 Master Basic Agreement, AI Digital Replica Provisions (effective Nov. 8, 2023)
• NY Labor Law § 52-c, "Right of Publicity; Digital Replica" (effective Jan. 1, 2024)
• Tennessee ELVIS Act, Tenn. Code Ann. § 47-25-701 et seq. (effective Jan. 1, 2024)
• California AB 2602, Digital Replicas in Advertising (codified Cal. Civ. Code § 3344.1 amendments) (effective Jan. 1, 2025)
• Screen Actors Guild - American Federation of Television and Radio Artists (SAG-AFTRA) AI Resources: https://www.sagaftra.org
• National Conference of State Legislatures, Digital Replica Legislation Summary (2024)
• Entertainment Law Journal, "Navigating Digital Replica Licensing Post-SAG-AFTRA 2023" (2024)