License

License Examples 

The following is an Agreement between the parties (“Licensor”) and (“Licensee”) indicated in section Draft 10 of this document. This Agreement shall be deemed effective (the “Effective Date”) as of the date designated by the Licensor and indicated in Schedule A of this agreement.
Definitions:
The following terms in thisDraft Agreement shall have the meaning as defined below:
a. “Effective Date” – The date on which this Agreement takes effect as determined by the date Indicated in Schedule A of this Agreement;

1. “Restrictions” Specific restrictions on use of the work as indicated in Schedule A of this agreement
2. “Royalties” Performance royalties which are generated each time a work is performed in public or performed (broadcast) on television or radio.
3. “Work” Song, Backing Track, Beat, Sample, Arrangement, Instrumental, Lyric.
4. Licensor’s Grant of Rights:

Subject to all of the terms and conditions found herein, Licensor grants Licensee a non-exclusive and non-transferable license of Licensor’s Works in the Territory and authorises Licensee to use the work as indicated in Schedule A of this Agreement. Licensee will comply with all the requirements of the applicable performing rights societies of the territory.

2. Compensation:

In consideration of the rights granted herein, Licensee shall pay Licensor a non-returnable fee for the amount indicated in Schedule A of this Agreement allowing for the specific Public performance, synchronisation, transmission, communication or reproduction of the Work in connection with the Licensed use, as indicated in Schedule A of this agreement.

License Types

Digital Download

• If the purchased license is a

‘Digital download’

• , indicated ‘Download’ in schedule A of this agreement, the work can be used privately, i.e., It must not be copied or distributed in any way. The licensor retains All rights of ownership.

Single-Use-License

• If the purchased license is a

‘Single-Use-License’

• , indicated ‘Single-Use-Licensee’ in schedule A of this agreement, the work may be used for commercial or non commercial application worldwide. The work may be used for a single application only. A separate license is required for each additional application of the work.

A Single-use License is suitable for:

Websites
Podcasts
Live Performance
Audio/Visual Presentations
Music on Hold
Backgrund Music
Bars, Hotels & Airports
Educational Use
Art Festivals
Film

Single-use license Rights granted 

Right to public performance is granted
Right to internet broadcast is granted
Limited right to sync with video/visual context is granted.
Single-use license Restrictions
Copying to CD and Digital downloading is restricted to 2000 copies/downloads

Single-use license Restrictions

Copying to CD and Digital downloading is restricted to 2000 copies/downloads.

DVD use is not granted.

Right to re-record is not granted

Editing the work (other than in length to sync with audio or visual content) is not granted.

Right to use for Radio/ TV / Film broadcasts and in Games/ Musical Theatre productions is not granted.

Lyrics: Right to combine with audio to make a complete song, is not granted.

Right to re-license the work to any third party is not granted.

Crediting artists

• • Songs: crediting of the songwriter on all advertised titling, program notes, packaging Information, etc is legally required in this format:

“Music and Lyrics by (artist name)”.

• • Instrumentals / Backing tracks/ Beats:

“Music by (artist name).”

• • Lyrics: crediting of the lyricist on all advertised titling, programme notes, packaging Information, etc is legally required in this format:

” Lyrics by (artist name).” 

• • A ‘Single-use-license’ is a ‘non-exclusive’ agreement, the Licensor retains all rights to the song or lyric.

Derivative-Use-License

• • If the purchased license is a

Derivative-Use-License 

• • , indicated ‘Derivative’ in schedule A of this agreement, the work may be used for any single commercial or non commercial application worldwide.

A Derivative license is suitable for:
Most commercial use
Re-arranging, re-styling, re-working songs or lyrics
Creating cover version of songs or lyrics
Combining with existing audio or lyrics
Radio Commercials (Adverts)
TV Commercials (Adverts)
TV Shows

Derivative license Rights granted 
All rights as per a ‘Single Use License’ (above), plus these additional rights are granted:
Songs: Right to fully edit, rearrange, restyle or rerecord with different instruments or vocals to form a derivative (cover) version of the song is granted.
Lyrics: Right to fully edit, rearrange and combine with audio to form a complete song is granted.
Right of reproduction on to CD or for digital downloading is granted.

Derivative license Restrictions <br
Lyrics: If combining with audio (to form a song), the purchaser (licensee) must credit the licensor (lyricist) as a Co /writer of the song, and grant a [To Be Mutually Decided] % writing share.
Right to re-license the work to any third party is not granted.

Crediting artists
Songs: crediting of the songwriter on all advertised titling, program notes, packaging Information + on all cue sheets for TV and Radio is legally required in this format: “Music and Lyrics by (artist name).” Instrumentals / Backing tracks/ Beats: “Music by (artist name).”
Lyrics: crediting of the lyricist on all advertised titling, program notes, packaging Information + on all cue sheets for TV and Radio is legally required in this format: in this format: ” Lyrics by (artist name).” 
If a lyric, and combined with audio to make a song, the purchaser, (licensee) is legally required to acknowledge the lyricist as a ‘Co/Writer’ on all royalty collection forms, granting a [To Be Mutually Decided] % writing percentage to the lyricist (licensor) of the registered song. .

**A derivative license does not permit Film use (where the production budget is in excess of $20,000 or where there is a DVD release), Animations, Musical Theatre or Games use. Please contact us to discuss such use.

A ‘Derivative-Use-license’ is a ‘non-exclusive’ agreement, the Licensor (seller) retains All rights to the song or lyric .</br

3. Reservation of Rights and Ownership of Copyright:

Nothing in this Agreement shall be interpreted as granting Licensee any ownership or copyright of/to any of Licensor’s Works. These are entirely retained by the Licensor. In addition, all rights which are not specifically granted to Licensee within this Agreement are reserved by the Licensor. For purposes of clarity, as all rights granted by the Licensor under this Agreement are non-exclusive, there are no restrictions that would prevent Licensor from granting similar rights to other entities.

• • Warranties and Representation of Licensor:

Draft The Licensor, (and each individual listed in Licensor Identification who have signed this Agreement) hereby Draft warrant and represent that:
a. They have all the necessary rights and authority to enter into this Agreement and grant all of the rights herein;
b. None of the Works designated by Licensor for use by Licensee under this Draft Agreement violate or infringe the proprietary or contractual rights of any third party;
c. Licensor has no agreements or Draft understandings with any third party that would allow such third party to make a claim for payments by Licensee for any of the rights granted herein;
d. During the term of this Agreement, Licensor has not, nor will not, enter into any other agreement that would prohibit or restrict the rights granted to Licensee herein;

Draft 5. Indemnity:
The Licensor agrees to indemnify Licensee and their respective officers, directors, employees, agents, and contractors from and against any claims, actions, suits, damages, liabilities, costs, and expenses (including reasonable legal expenses), relating to or arising from: (i) any breach or alleged breach by Licensor of this agreement or undertakings hereunder, (ii) any negligence, misinterpretation or willful misconduct by Licensor in entering into this agreement, (iii) failure of representations made by Licensor in this Agreement to be true and accurate, (iv) any claims by a third party that the Licensor’s work violate or infringe their proprietary or contractual rights and by consequence, are mistakenly directed at Licensee.

The Licensee agrees to indemnify Licensor and their respective officers, directors, employees, agents, and contractors from and against any claims, actions, suits, damages, liabilities, costs, and expenses (including reasonable legal expenses), relating to or arising from: (i) any breach or alleged breach by Licensee of this Agreement or undertakings hereunder, (ii) any negligence, misinterpretation, willful misconduct, or illegal behavior by Licensee in the application of this Agreement, (iii) any claims in connection with the marketing, promotion, sale, distribution, or use of Licensed work, including noncompliance with or violation of international, national, state, local, or municipal rules, laws, codes.

6. TERMINATION: Draft 
Licensor shall have the right to terminate this Agreement and terminate Licensee’s right to use Licensor’s Intellectual Property immediately upon breach of this Agreement by Licensee. Upon termination, Licensee shall cease using the Intellectual Property and shall return to Licensor all copies of the Intellectual Property. Termination of this Agreement shall not limit Licensor from pursuing any other remedies available to it, Draft including, but not limited to, injunctive relief, nor shall termination relieve Licensee of its obligations to pay Draft Licensor all License Fees and other sums accrued prior to the effective date of termination.
7. Licensor’s Designation and Delivery of its Works:
Licensor shall designate which of its musical compositions, i.e., Songs, Instrumental compositions, backing tracks, samples, beats or lyrics shall be considered Works under this Agreement. Such designation shall be indicated in Schedule A of this Draft agreement. The delivery of Licensor’s Works to Licensee shall be Draft via digital or physical means in an audio format acceptable to Licensee. Licensee shall make Draft available to Licensor all the information necessary for Licensor to be able to effect a successful delivery of its Works.
8. Licensor’s Credit for a Licensed Use:
In the event that a Licensee uses a Work for a Licensed Use, Licensee will make all best efforts in appropriate circumstances to properly Draft credit Licensor’s artist name in the titling of Licensee’s video/film/program/recording or wherever the Licensor’s Work is being used.
9. General: Draft 
a. This Agreement shall ensure to and be binding upon the parties
b. In the event that any provision(s) of this Agreement are held to be illegal or otherwise unenforceable, such provision(s) shall be considered to be severed from this Agreement and the balance of the Agreement shall remain in full force and effect.
c. The waiver of any term or condition of this Agreement by either party in any individual circumstance shall not be construed as a waiver of the similar term or condition for any future circumstance;
d. This Agreement shall be governed by, and construed and enforced in accordance with the laws of England and Draft Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Draft Agreement.
e. Both Licensor and Licensee acknowledge having fully read this Agreement and have either consulted with legal counsel, or have voluntarily declined the right to legal counsel being satisfied that they both fully understand and accept the terms of this agreement.
10. By requesting that their names be added to the following section, the parties are indicating their acceptance of this Agreement.
The following person or persons are collectively known as the Licensor:

Draft 
Name:  Seller’s name to go here
Address: Seller’s address to go here
Email: Seller’s email address to go here

Licensee
Name: Buyer’s name to go here
Address: Buyer’s address to go here
E-mail Addess: Buyer’s email address to go here.

Draft 
Schedule A
Effective Date (Date of acceptance between buyer and seller)
Date of sale to go here
Work Details
 Title of Work(s)
Song or Lyric title to go here
Type of work
Listing description to go here either:
Song, Instrumental, Sample, Backing track, Beat
Territories
Worldwide
Term
Unlimited
Compensation
Purchase fee to go here