MUSIC LICENSING AGREEMENT

Effective Date: _____ day of _________________, 20_____

PARTIES

LICENSOR (Rights Holder):

LICENSEE:

RECITALS

WHEREAS, musical works enjoy copyright protection under 17 U.S.C. § 102(a)(2) (musical works including accompanying words) and 17 U.S.C. § 102(a)(7) (sound recordings);

WHEREAS, the copyright owner of a musical work has exclusive rights under 17 U.S.C. § 106 including reproduction, distribution, public performance, and preparation of derivative works;

WHEREAS, sound recordings have additional protection under 17 U.S.C. § 106(6) for digital audio transmission;

WHEREAS, Licensor owns or controls certain rights in the musical work(s) and/or sound recording(s) identified herein;

WHEREAS, Licensee desires to obtain a license to use such music for the purposes described herein; and

WHEREAS, Licensor is willing to grant such license subject to the terms of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

ARTICLE I: DEFINITIONS

Section 1.1 Key Definitions

(a) "Composition" or "Musical Work" means the underlying musical composition, including melody, harmony, rhythm, and lyrics (if any), protected under 17 U.S.C. § 102(a)(2).

(b) "Master Recording" or "Sound Recording" means the specific audio recording of the Composition, protected separately under 17 U.S.C. § 102(a)(7).

(c) "Mechanical License" means a license to reproduce and distribute a Composition in audio-only format pursuant to 17 U.S.C. § 115.

(d) "Synchronization License" or "Sync License" means a license to synchronize a Composition with visual images.

(e) "Master Use License" means a license to use a specific Master Recording in connection with visual media or other productions.

(f) "Public Performance" means performance of the Composition where the public is gathered or the performance is transmitted to the public, as set forth in 17 U.S.C. § 101.

(g) "Digital Audio Transmission" means the performance of a sound recording by digital means, subject to 17 U.S.C. § 106(6).

(h) "PRO" means a Performance Rights Organization (ASCAP, BMI, SESAC, or GMR) that licenses and collects royalties for public performances.

ARTICLE II: LICENSED MUSIC

Section 2.1 Identification of Licensed Music

Section 2.2 Rights Being Licensed

Check all that apply:

☐ Composition/Publishing Rights (owned/controlled by Licensor)
☐ 100% of publishing
☐ _____% of publishing (co-publishing situation)

☐ Master Recording Rights (owned/controlled by Licensor)
☐ 100% of master
☐ _____% of master

☐ Additional songs listed in Exhibit A

ARTICLE III: LICENSE GRANT

Section 3.1 Type of License Granted

Select all applicable licenses:

☐ A. SYNCHRONIZATION LICENSE

Licensor grants Licensee the non-exclusive right to synchronize the Composition with visual images in connection with the following:

Project Title: _________________________

Project Type:
☐ Feature film
☐ Television program/series: _________________________
☐ Commercial/advertisement for: _________________________
☐ Corporate video/presentation
☐ Video game
☐ Web series/YouTube content
☐ Social media content
☐ Podcast
☐ Other: _________________________

Use of Composition:
☐ Background music
☐ Featured/foreground music
☐ Theme song/opening credits
☐ End credits
☐ On-camera performance
☐ Other: _________________________

Duration of Use: _____ minutes _____ seconds

☐ B. MASTER USE LICENSE

Licensor grants Licensee the non-exclusive right to use the specific Master Recording identified above in connection with the project described in Section 3.1(A).

☐ C. MECHANICAL LICENSE

Licensor grants Licensee a mechanical license pursuant to 17 U.S.C. § 115 to reproduce and distribute the Composition in the following format(s):

☐ Physical audio products (CDs, vinyl)
☐ Permanent digital downloads
☐ Interactive streaming (on-demand)
☐ Limited downloads
☐ Ringtones/ringbacks

Number of Units: _________________________

Note: Mechanical licenses for eligible compositions may also be obtained through the Mechanical Licensing Collective (MLC) for interactive streaming or through Harry Fox Agency for physical/download formats.

☐ D. PUBLIC PERFORMANCE LICENSE

☐ Licensee shall obtain public performance rights through PRO blanket licenses (ASCAP, BMI, SESAC, GMR).

☐ Licensor grants a direct public performance license for the following uses:
_____________________________________________

Note: Most venues, broadcasters, and streaming services hold PRO blanket licenses that cover public performance royalties.

☐ E. DIGITAL AUDIO TRANSMISSION LICENSE

For sound recordings, Licensor grants rights under 17 U.S.C. § 106(6) for:

☐ Non-interactive streaming (e.g., internet radio) - Note: May be covered by SoundExchange statutory license
☐ Interactive streaming (on-demand)

ARTICLE IV: TERRITORY AND TERM

Section 4.1 Territory

☐ Worldwide
☐ United States and territories
☐ North America
☐ Specific countries/regions: _________________________

Section 4.2 Term

☐ Perpetual/In Perpetuity - License continues for full term of copyright
☐ Fixed Term: _____ years from Effective Date
☐ Project Duration: For life of the specified project
☐ Limited Period: From _________ to _________

Section 4.3 Media

☐ All media now known or hereafter devised
☐ Specific media only:
☐ Theatrical release
☐ Television broadcast
☐ Home video/DVD/Blu-ray
☐ Internet/streaming platforms
☐ Mobile/wireless
☐ In-flight/in-hotel
☐ Other: _________________________

ARTICLE V: COMPENSATION

Section 5.1 License Fees

Section 5.2 Payment Terms

☐ Lump Sum: Full payment due upon execution
☐ Upon Signing: $_________ upon execution; balance upon ___________
☐ Upon First Use: Due upon first commercial use/release
☐ Installments: _________________________

Section 5.3 Royalties (if applicable)

☐ No additional royalties - Flat fee buyout

☐ Backend Royalties:
☐ _____% of net profits from project
☐ $___________ per unit sold
☐ Other: _________________________

Section 5.4 Mechanical Royalties

For mechanical licenses, the following rate applies:

☐ Statutory Rate: Current statutory rate as established by the Copyright Royalty Board
(2024 Rate: 12.4 cents per song up to 5 minutes; 2.4 cents per minute for songs over 5 minutes)

☐ Negotiated Rate: $_________ per unit

☐ Streaming Rate: Per applicable regulations and MLC distribution

Section 5.5 Performance Royalties

☐ Performance royalties shall be collected through Licensor's PRO (no additional payment from Licensee)

☐ Direct performance royalty: $_________

Section 5.6 Most Favored Nations (MFN)

☐ MFN Applies: If Licensee pays a higher rate to any other music rights holder for comparable use in the same project, Licensee shall pay Licensor the same higher rate.

☐ MFN Does Not Apply

ARTICLE VI: CREDIT AND ATTRIBUTION

Section 6.1 Credit Requirements

Licensee shall provide the following credit:

In End Credits/Documentation:
"[Song Title]" written by [Composer(s)]
Published by [Publisher]
Performed by [Artist]
Courtesy of [Record Label]
(P) [Year] [Master Owner]

☐ Credit must appear on screen for minimum _____ seconds
☐ Credit in accompanying written materials
☐ Credit on physical packaging
☐ Credit on streaming platform metadata

Section 6.2 Failure to Credit

Failure to provide credit shall:
☐ Not constitute a material breach, but Licensor may invoice $_________
☐ Constitute a material breach
☐ Entitle Licensor to additional compensation of $_________

ARTICLE VII: REPRESENTATIONS AND WARRANTIES

Section 7.1 Licensor's Representations

Licensor represents and warrants that:

(a) Licensor owns or controls the rights being licensed;

(b) Licensor has full authority to grant this license;

(c) The licensed music does not infringe any third-party rights (to Licensor's knowledge);

(d) There are no pending disputes regarding ownership of the licensed music;

(e) All necessary consents from co-writers, co-publishers, or other rights holders have been obtained; and

(f) The information provided regarding PRO affiliations is accurate.

Section 7.2 Licensee's Representations

Licensee represents and warrants that:

(a) Licensee has authority to enter into this Agreement;

(b) Licensee will use the music only as permitted herein;

(c) Licensee will provide required credits;

(d) Licensee will not alter the music in ways not authorized; and

(e) Licensee will comply with all applicable laws.

Section 7.3 Disclaimer

EXCEPT AS EXPRESSLY STATED, LICENSOR MAKES NO WARRANTIES REGARDING THE MUSIC, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE VIII: RESTRICTIONS

Section 8.1 Prohibited Uses

Licensee may NOT use the licensed music:

☐ In connection with pornographic or adult content
☐ In political advertisements or campaigns
☐ To promote illegal activities
☐ In a manner that disparages the artist, composer, or Licensor
☐ In connection with hate speech or discriminatory content
☐ As part of a competing music library or stock service
☐ For AI/ML training purposes
☐ In any manner not specifically authorized herein

Section 8.2 No Modifications Without Consent

Licensee shall not make the following modifications without prior written approval:
☐ Re-recording or re-arrangement
☐ Translation of lyrics
☐ Sampling or remixing
☐ Editing that changes the character of the music
☐ Adding additional lyrics or vocal performances

Permitted modifications:
☐ Looping
☐ Fade in/out
☐ Shortening for time constraints
☐ Standard audio mixing with other elements

ARTICLE IX: INDEMNIFICATION

Section 9.1 Licensor's Indemnification

Licensor shall indemnify Licensee against third-party claims that the licensed music infringes such party's copyright or other rights, provided the claim does not arise from Licensee's unauthorized modification or use.

Section 9.2 Licensee's Indemnification

Licensee shall indemnify Licensor against claims arising from: (a) Licensee's use outside this license; (b) Licensee's modifications; (c) the project/content with which the music is combined; or (d) Licensee's breach of this Agreement.

ARTICLE X: LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED THE LICENSE FEES PAID.

ARTICLE XI: TERMINATION

Section 11.1 Termination for Breach

Either party may terminate upon written notice if the other party breaches and fails to cure within thirty (30) days.

Section 11.2 Effect of Termination

Upon termination:
(a) All rights cease (except for media already distributed per Section 11.3);
(b) Licensee shall cease further reproduction and distribution;
(c) No refund of fees paid.

Section 11.3 Existing Copies

☐ Copies already manufactured or distributed prior to termination may continue to be sold/distributed.
☐ All copies must be destroyed upon termination.

ARTICLE XII: GENERAL PROVISIONS

Section 12.1 Governing Law

This Agreement is governed by federal copyright law (17 U.S.C.) and the laws of _________________________.

Section 12.2 Dispute Resolution

Disputes shall be resolved in _________________________.

Section 12.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties.

Section 12.4 Amendments

Amendments must be in writing and signed by both parties.

Section 12.5 Assignment

Licensee may not assign without consent. Licensor may assign to successors in interest.

Section 12.6 Notices

Notices shall be sent to addresses above.

Section 12.7 Counterparts

May be executed in counterparts, including electronically.

EXECUTION

IN WITNESS WHEREOF, the parties execute this Music Licensing Agreement.

LICENSOR:

Signature: _____________________________________________

Printed Name: _____________________________________________

Title: _____________________________________________

Date: _____________________________________________

LICENSEE:

Signature: _____________________________________________

Printed Name: _____________________________________________

Title: _____________________________________________

Date: _____________________________________________

EXHIBIT A: ADDITIONAL LICENSED MUSIC (if applicable)

MUSIC LICENSING QUICK REFERENCE

Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. Music licensing involves complex copyright and contractual considerations. Always consult with an entertainment attorney before executing a music license agreement.