Music Licensing Agreement Template

This Music Licensing Agreement (the “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”) by and between:

Licensor (Rights Holder): [Licensor Name], [Entity Type], with an address at [Licensor Address] (“Licensor”).

Licensee (User/Producer): [Licensee Name], [Entity Type], with an address at [Licensee Address] (“Licensee”).

Licensor and Licensee may be referred to individually as a “Party” and together as the “Parties.”

1. Licensed Music

1.1 Work Title. Song/Composition Title: [Title].

1.2 Recording Title (If Applicable). Master Recording Title/Version: [Title/Version].

1.3 Writer(s) / Publisher(s). [Names / PRO / Publisher].

1.4 Master Owner (If Applicable). [Label/Owner].

1.5 ISRC/ISWC (Optional). [ISRC/ISWC].

1.6 Audio File Delivery (Optional). Licensor will provide files in: ☐ WAV ☐ AIFF ☐ MP3 ☐ Other: [Format] by [Date].

2. Grant of License

2.1 License Grant. Subject to this Agreement, Licensor grants Licensee a:

☐ Non-exclusive ☐ Exclusive (if exclusive, define limits)

license to use the Licensed Music solely for the uses described in this Agreement.

2.2 Rights Included. The license includes the following rights (check all that apply):

☐ Synchronization (use with video/visual content)

☐ Master Use (use of a specific recording)

☐ Mechanical (reproduction/distribution of audio)

☐ Public Performance (if applicable and permitted)

☐ Digital Streaming/Online Use

☐ Promotional/Trailer Use

☐ Other: [Describe]

2.3 Edits and Length. Licensee may:

☐ Edit for timing/length only (no material alteration)

☐ Create short loops/cuts for promo

☐ No edits without written approval

2.4 No Transfer. Licensee may not sublicense or transfer rights except as expressly permitted in Section 2.5.

2.5 Permitted Third Parties (Optional). Licensee may allow the following to use the Licensed Music solely for the Project: [Distributor, platform, ad agency, post-production vendor], provided they comply with this Agreement.

3. Project Description and Approved Uses

3.1 Project. The music will be used in: [Film/Ad/Game/App/Podcast/Video Series] titled [Project Title] (the “Project”).

3.2 Media/Platforms. Approved platforms include:

☐ TV ☐ Theatrical ☐ Streaming services ☐ YouTube ☐ Social media

☐ Podcast platforms ☐ Video game consoles/PC/mobile ☐ Websites/apps

☐ Live events ☐ Other: [Platforms]

3.3 Use Limits. Usage is limited to: [Episode(s)/Season/Number of ads/Specific videos], if applicable.

3.4 Territory. Territory is: ☐ Worldwide ☐ United States ☐ [Country/Region].

3.5 Term. The license term is: ☐ Perpetual ☐ [__] months/years from [Start Date].

3.6 Release Date (Optional). Intended first release date: [Date].

4. Fees and Payment

4.1 License Fee. Licensee will pay Licensor:

☐ Flat fee of $[**]

☐ Per-use fee of $[**] per [episode/ad/video]

☐ Royalty of [**]% of [Revenue Type]

☐ Other: [Fee Terms]

4.2 Payment Schedule. Payments are due:

☐ Upon signing

☐ Before first public release

☐ Milestones: [Milestones]

☐ Net [15/30] days after invoice

4.3 Late Payment. Late payments may accrue: ☐ No late fee ☐ [**]% per month ☐ $[__] flat fee, as allowed by law.

4.4 No Use Until Paid (Optional). Licensee may not release the Project using the Licensed Music until the initial fee is paid in full: ☐ Yes ☐ No.

5. Credits and Attribution

5.1 Credit Format. Licensee will provide credit as follows (if applicable):

• Song Title: “[Title]”

• Written by: [Writer Name(s)]

• Performed by: [Artist Name]

• Courtesy of: [Label/Owner]

  5.2 Where Credit Appears. Credit will appear in:

  ☐ End credits ☐ Video description/metadata ☐ Game credits ☐ Podcast show notes ☐ Other: [Location].

  5.3 Credit Timing. Credit must appear on first release and remain for the duration of the distribution where feasible.

Song Title: “[Title]”

Written by: [Writer Name(s)]

Performed by: [Artist Name]

Courtesy of: [Label/Owner]

5.2 Where Credit Appears. Credit will appear in:

☐ End credits ☐ Video description/metadata ☐ Game credits ☐ Podcast show notes ☐ Other: [Location].

5.3 Credit Timing. Credit must appear on first release and remain for the duration of the distribution where feasible.

6. Rights Management and PROs (Optional)

6.1 PRO Notice. Licensee will provide cue sheets or reporting needed by: ☐ ASCAP ☐ BMI ☐ SESAC ☐ Other: [PRO].

6.2 Performance Royalties. Public performance royalties (if any) are handled by: ☐ Licensee ☐ Broadcaster/Platform ☐ Through PROs ☐ Other: [Details].

6.3 Mechanical Royalties (Optional). Mechanical royalties are handled by: ☐ Included in fee ☐ Paid separately under: [Agency/Process].

7. Representations and Warranties

7.1 Licensor Authority. Licensor represents it owns or controls the rights being licensed and has authority to grant this license.

7.2 No Known Infringement. Licensor represents it is not aware of claims that the Licensed Music infringes third-party rights.

7.3 Licensee Compliance. Licensee will use the Licensed Music only as permitted by this Agreement and will not use it in a way that is unlawful or misleading.

8. Restrictions

8.1 No Unapproved Uses. Licensee may not use the Licensed Music outside the Project or beyond the rights granted.

8.2 No Standalone Distribution (Optional). Licensee may not distribute the Licensed Music as a standalone audio product except as expressly permitted: [Permissions].

8.3 Sensitive Use Limitations (Optional). The Licensed Music may not be used in connection with: ☐ Political ads ☐ Adult content ☐ Tobacco ☐ Firearms ☐ Other: [Restrictions], unless Licensor approves in writing.

8.4 No Misattribution. Licensee may not claim ownership of the Licensed Music.

9. Termination

9.1 Termination for Breach. Either Party may terminate if the other materially breaches and fails to cure within [__] days after written notice.

9.2 Effect of Termination. Upon termination, Licensee must stop using the Licensed Music and, if possible, remove it from future distributions, except for copies already distributed where removal is not feasible.

9.3 Survival. Payment obligations accrued before termination, confidentiality (if included), and dispute terms survive.

10. Confidentiality (Optional)

10.1 Confidential Terms. The Parties may agree that pricing and deal terms are confidential: ☐ Yes ☐ No.

10.2 Permitted Disclosure. Confidential terms may be disclosed to advisors and distributors who need to know and are bound by confidentiality obligations.

11. Limitation of Liability (Optional)

11.1 No Consequential Damages. To the extent permitted by law, neither Party is liable for indirect or consequential damages.

11.2 Liability Cap (Optional). Total liability is capped at: ☐ License fees paid ☐ $[__] ☐ Other: [Cap].

11.3 Indemnification (Optional). Each Party will indemnify the other for third-party claims arising from its breach, negligence, or violation of this Agreement, to the extent permitted by law.

12. Notices

12.1 Notice Method. Notices must be sent by: ☐ Email ☐ Certified mail ☐ Courier ☐ Other: [Method].

12.2 Notice Contacts.

• Licensor Email: [Email]

• Licensee Email: [Email]

Licensor Email: [Email]

Licensee Email: [Email]

13. Governing Law and Dispute Resolution

13.1 Governing Law. This Agreement is governed by the laws of [State].

13.2 Dispute Resolution. Disputes will be resolved by:

☐ Informal negotiation

☐ Mediation

☐ Arbitration

☐ Court litigation in [County, State]

13.3 Attorneys’ Fees (Optional). Prevailing party attorneys’ fees: ☐ Yes ☐ No ☐ Limited to: [Details].

14. Miscellaneous

14.1 Entire Agreement. This Agreement is the entire agreement and supersedes prior discussions.

14.2 Amendments. Amendments must be in writing and signed by both Parties.

14.3 Assignment. Neither Party may assign without the other Party’s written consent, except to a successor in interest.

14.4 Severability. If any provision is unenforceable, the rest remains effective.

14.5 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts and by electronic signature.

Signatures

By signing below, the Parties agree to be bound by this Music Licensing Agreement as of the Effective Date.

Licensor: [Licensor Name]

Title/Role: [Title]

Date: [Date]

Signature: ___________________________

Licensee: [Licensee Name]

Title/Role: [Title]

Date: [Date]

Signature: ___________________________