SYNCHRONIZATION LICENSE AGREEMENT

License Number: _________________________

Effective Date: _____ day of _________________, 20_____

PARTIES

LICENSOR (Music Rights Holder):

LICENSEE (Producer/Production Company):

RECITALS

WHEREAS, a "synchronization license" grants the right to synchronize a musical composition with visual images, a right derived from the copyright owner's exclusive rights under 17 U.S.C. § 106;

WHEREAS, synchronization rights are not subject to the compulsory mechanical license provisions of 17 U.S.C. § 115 and must be negotiated directly;

WHEREAS, Licensor owns or controls the publishing/synchronization rights in the musical composition identified herein (the "Composition");

WHEREAS, Licensee is producing a visual production and desires to synchronize the Composition therewith;

WHEREAS, this license covers only the Composition (musical work) and NOT the master recording; a separate master use license may be required if using a pre-existing recording;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I: MUSICAL COMPOSITION

Section 1.1 Composition Information

Section 1.2 Ownership Share

Licensor controls _____% of the publishing rights in the Composition.

☐ Licensor controls 100% and may grant the full sync license
☐ Licensor controls less than 100%; Licensee must obtain additional licenses from:
Co-Publisher(s): _________________________

ARTICLE II: PRODUCTION INFORMATION

Section 2.1 Project Details

Section 2.2 Production Type

Select one:

☐ Feature Film
☐ Theatrical release
☐ Direct-to-streaming/VOD
☐ Made-for-TV movie
Budget Level: ☐ Major Studio ☐ Independent ($_______ million)

☐ Television
Network/Platform: _________________________
Series Title: _________________________
Episode Title/Number: _________________________
☐ Network/Cable ☐ Streaming ☐ Syndication

☐ Commercial/Advertisement
Product/Brand: _________________________
Agency: _________________________
Campaign: _________________________

☐ Corporate/Industrial Video
Purpose: _________________________
Internal/External: _________________________

☐ Video Game
Title: _________________________
Platform(s): _________________________
Publisher: _________________________

☐ Web/Digital Content
Platform: _________________________
☐ YouTube ☐ Social Media ☐ Website ☐ Streaming

☐ Documentary
Subject: _________________________
☐ Theatrical ☐ Broadcast ☐ Streaming ☐ Educational

☐ Other: _________________________

ARTICLE III: GRANT OF SYNCHRONIZATION LICENSE

Section 3.1 License Grant

Subject to the terms of this Agreement, Licensor hereby grants to Licensee a NON-EXCLUSIVE license to:

(a) Record, re-record, or otherwise reproduce the Composition in synchronization or timed-relation with the Production;

(b) Make copies of the Production containing the Composition for the purposes of distribution and exhibition; and

(c) Publicly perform the Composition as part of the Production (subject to PRO licensing as set forth in Section 4.5).

Section 3.2 Use of Composition in Production

Type of Use:
☐ Background (instrumental or vocal)
☐ Feature/Foreground
☐ Visual vocal (on-camera lip-sync or live performance)
☐ Main/End title theme
☐ Source music (music played by characters in scene)
☐ Montage
☐ Trailer/promotional materials
☐ Other: _________________________

Scene Description:
_____________________________________________
_____________________________________________

ARTICLE IV: SCOPE OF LICENSE

Section 4.1 Territory

☐ Worldwide (Universe)
☐ United States and its territories and possessions
☐ North America (US, Canada, Mexico)
☐ Specific territories: _________________________

Section 4.2 Term

☐ In Perpetuity - For the full remaining term of copyright in the Composition
☐ Fixed Term: _____ years from Effective Date
☐ Production Life: For as long as the Production is exploited
☐ Limited Period: From _________ to _________

Section 4.3 Media/Distribution Channels

Select all authorized media:

Theatrical:
☐ Theatrical exhibition (cinemas)
☐ Film festivals

Television:
☐ Free television (broadcast networks)
☐ Basic cable
☐ Pay/premium cable
☐ Pay-per-view
☐ Video-on-demand (VOD)

Home Entertainment:
☐ DVD/Blu-ray
☐ Digital download (EST - electronic sell-through)
☐ Digital rental (TVOD)

Streaming/Digital:
☐ SVOD (subscription VOD - Netflix, Amazon, etc.)
☐ AVOD (ad-supported VOD)
☐ FAST channels

Other:
☐ Airlines/in-flight entertainment
☐ Hotels/hospitality
☐ Ships/cruise lines
☐ Armed Forces
☐ Educational/institutional
☐ Promotional/publicity
☐ Trailers and advertising for the Production
☐ Behind-the-scenes/making-of content
☐ All media now known or hereafter devised

Section 4.4 Exclusions (if any)

This license does NOT include:
_____________________________________________

Section 4.5 Public Performance Rights

☐ PRO Licensing: Public performance royalties will be collected by Licensor's PRO. Venues, broadcasters, and streaming platforms typically hold blanket licenses with PROs.

☐ Direct License: Licensor grants direct public performance rights; no separate PRO payment required for: _________________________

☐ Buyout: All performance royalties are included in the license fee (Licensor waives backend performance royalties).

Section 4.6 Master Recording

☐ This license covers ONLY the Composition. Licensee must obtain a separate Master Use License from the owner of any pre-existing sound recording.

☐ Licensee will create a new recording (original recording/re-record). No master license required.

☐ Master Use License obtained separately from: _________________________

☐ Licensor also controls master rights - See attached Master Use License Addendum.

ARTICLE V: SYNCHRONIZATION FEE

Section 5.1 License Fee

Section 5.2 Payment Terms

☐ Full payment due upon execution of this Agreement
☐ Payment due upon first commercial use of the Production
☐ $___________ upon execution; balance upon first use
☐ Payment within _____ days of invoice
☐ Other: _________________________

Section 5.3 Most Favored Nations (MFN)

☐ MFN Applies: If Licensee pays a higher synchronization fee to any other music publisher for a comparable use in the same Production, Licensee shall pay Licensor the same higher fee upon request.

☐ MFN Does Not Apply

Section 5.4 Backend/Performance Royalties

☐ Writer/Publisher Share: Licensor (and writers) shall receive their customary share of public performance royalties through their PRO.

☐ No Backend: All performance royalties are included in the synchronization fee (buyout).

Section 5.5 Step Deals (if applicable)

If the Production receives expanded distribution:

ARTICLE VI: MUSIC CUE SHEET AND CREDITS

Section 6.1 Cue Sheet

Licensee shall prepare and deliver to Licensor (and all applicable PROs) a music cue sheet within thirty (30) days of initial broadcast or release, containing:

• Title of the Composition
• Name(s) of composer(s) and lyricist(s)
• Name(s) of publisher(s) with ownership percentages
• PRO affiliation(s)
• Duration of use
• Type of use (background, feature, etc.)
• Title of Production
• Name and contact for Licensee/production company

Section 6.2 On-Screen Credit

☐ Credit Required:

Credit text: _________________________

Placement: ☐ End credits ☐ Opening credits ☐ Other: _______

Minimum duration on screen: _____ seconds

☐ Credit Not Required (but appreciated)

Section 6.3 Failure to Credit

Inadvertent failure to provide credit shall not constitute a material breach, provided Licensee uses good faith efforts to correct on future copies. Licensor's sole remedy for credit omission is: _________________________

ARTICLE VII: REPRESENTATIONS AND WARRANTIES

Section 7.1 Licensor's Representations

Licensor represents and warrants that:

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

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

(c) The Composition does not, to Licensor's knowledge, infringe any third-party copyright;

(d) All necessary consents from co-writers and co-publishers have been obtained (or Licensee has been advised of additional clearances needed);

(e) The Composition is registered with Licensor's PRO as indicated; and

(f) No litigation or claims are pending regarding the Composition.

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 Composition only as authorized herein;

(c) Licensee will prepare and distribute accurate cue sheets;

(d) Licensee will provide required credits; and

(e) The Production will not use the Composition in any manner that would be defamatory, obscene, or in violation of law.

Section 7.3 Disclaimer

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

ARTICLE VIII: RESTRICTIONS

Section 8.1 Prohibited Uses

The Composition may NOT be used:

☐ In a manner that alters fundamental character without approval
☐ With added lyrics or new arrangements (without separate approval)
☐ In pornographic or adult-only content
☐ In connection with political advertising
☐ To imply artist endorsement of products/services
☐ In any context that is defamatory or disparaging
☐ Outside the scope of this license

Section 8.2 Modifications

☐ Permitted: Looping, fade in/out, editing for time within the licensed duration
☐ Requires Approval: New arrangements, translations, added lyrics
☐ Prohibited: Any modifications not expressly permitted

ARTICLE IX: INDEMNIFICATION

Section 9.1 Licensor's Indemnification

Licensor shall indemnify Licensee against third-party claims alleging that the Composition infringes such party's copyright, provided: (a) Licensee notifies Licensor promptly; (b) Licensor controls the defense; and (c) the claim does not arise from unauthorized use or modification.

Section 9.2 Licensee's Indemnification

Licensee shall indemnify Licensor against claims arising from: (a) use outside this license; (b) the content of the Production; (c) unauthorized modifications; or (d) 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 FEE PAID.

ARTICLE XI: TERMINATION

Section 11.1 Termination for Breach

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

Section 11.2 Effect of Termination

Upon termination for breach by Licensee:
(a) Licensee's rights under this license cease;
(b) Copies already manufactured/distributed may be sold until exhausted (or as otherwise agreed);
(c) No refund of fees paid.

ARTICLE XII: GENERAL PROVISIONS

Section 12.1 Governing Law

This Agreement is governed by federal copyright law and the laws of _________________________.

Section 12.2 Disputes

Disputes shall be resolved in _________________________.

Section 12.3 Entire Agreement

This Agreement, including any exhibits, constitutes the entire agreement.

Section 12.4 Amendments

Amendments require written agreement signed by both parties.

Section 12.5 Assignment

Licensee may assign to successor in interest to the Production. Licensor may assign to successors in interest to the Composition.

Section 12.6 Notices

Notices to addresses above; effective upon receipt.

Section 12.7 Counterparts

May be executed in counterparts, including electronically.

EXECUTION

IN WITNESS WHEREOF, the parties execute this Synchronization License Agreement.

LICENSOR:

Signature: _____________________________________________

Printed Name: _____________________________________________

Title: _____________________________________________

Date: _____________________________________________

LICENSEE:

Signature: _____________________________________________

Printed Name: _____________________________________________

Title: _____________________________________________

Date: _____________________________________________

EXHIBIT A: MASTER USE LICENSE ADDENDUM (If Applicable)

Complete only if Licensor also controls Master Recording rights:

Licensor hereby grants Licensee a non-exclusive Master Use License to use the above-referenced sound recording in synchronization with the Production, on the same terms as the synchronization license above.

Master Use Fee: $_________________________

LICENSOR (Master Rights):

Signature: _____________________________________________

Date: _____________________________________________

SYNC LICENSE CHECKLIST

Before using music in visual media, ensure you have:

☐ Synchronization License (this document) - from publisher/songwriter
☐ Master Use License - from record label/master owner (if using existing recording)
☐ PRO clearance/cue sheet filed
☐ All co-publishers cleared (if split copyright)
☐ Credits prepared per agreement
☐ Budget for any step deals/additional fees

Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. Synchronization licensing is complex and often requires negotiation with multiple rights holders. Consult with an entertainment attorney before execution.