Summary of Principal Terms – Music License Agreement (Curated Library: “城市夜行 Vol. 1”)
Parties and Definitions
- Licensor: [Name], the owner/controller of the sound recordings (Masters) and musical compositions (Compositions) embodied in the curated library “城市夜行 Vol. 1” (the Works).
- Licensee: [Name], and its approved affiliates, production partners, and end-clients as set forth herein.
- Works: The specific tracks identified in Schedule B (including alternative mixes and stems) and associated metadata.
- Production(s): Licensee’s audiovisual content as defined in Schedule A (e.g., programming, advertising, trailers, promos, podcasts with audiovisual elements).
1) Grant of Rights
- Scope: Non-transferable license to (i) synchronize the Compositions with picture and to use the Masters in timed relation with picture (synchronization and master-use rights), and (ii) reproduce, distribute, exhibit, communicate, and make available Productions embodying the Works in the authorized Media.
- Media: [Linear TV, theatrical, OTT/streaming, VOD, online/social, apps, events, point-of-sale, corporate, podcasts (AV only), games, etc., as specified in Schedule A].
- Territory: [Worldwide]/[Territory-limited].
- Term: [Perpetual buyout]/[Fixed term of • years with renewal options].
- Field of Use: [Editorial, promotional, advertising/brand, corporate, in-program, trailers, etc.]. Advertising/brand uses, political ads, and other sensitive categories may be subject to prior written approval (see Clause 12 and Schedule C).
- No Transfer of Copyright: The Agreement licenses but does not assign or transfer ownership of any copyright or neighboring rights in the Works.
Legal note: Public performance rights in many jurisdictions are administered by performance rights organizations (PROs). Unless expressly direct-licensed herein, public performance in the ordinary course of exhibition of Productions remains subject to PRO licensing by exhibitors/platforms.
2) Exclusivity
- Unless expressly stated otherwise in Schedule A, the license is non-exclusive. Licensor may continue to license the Works to third parties. Exclusivity or holdbacks, if any, must be expressly identified for named Works, Media, Territories, and Terms.
3) Sublicensing and Authorized Users
- Licensee may permit use of the Works solely as embodied in the Productions by Licensee’s commissioned producers, post houses, media agencies, distributors, exhibitors, and platforms, but not for standalone music exploitation or for inclusion in any third-party music library or template.
- No further sublicensing of the Works on a standalone basis without Licensor’s prior written consent.
4) Restrictions
- No standalone distribution of the Works (e.g., music-only releases), no inclusion in sample packs, templates, or stock music offerings, and no use for machine learning training, fingerprinting databases, or generative AI model development, except as explicitly permitted.
- No re-records, lyric changes, or exploitative/derogatory edits; time edits, fades, loops, and non-distortive edits customary to synchronization are permitted.
- Sensitive Uses (e.g., political, tobacco, firearms, adult, gambling, religious advocacy, or as endorsements) require prior written approval (see Schedule C).
- Any audio-only exploitation (e.g., soundtrack albums or podcasts without substantial AV elements) requires a separate license, including applicable mechanical rights.
5) Fees; Payment; Taxes
- Fee Model: [Blanket/Subscription], [Per-Production], [Per-Track needle-drop], [Per-Campaign/ad term], or hybrid, as detailed in Schedule A.
- Rate Drivers (if advertising): Media (including paid social), Term, Territory, edits/lifts/cutdowns, usage extensions, audience/GRP/impressions tier.
- Payment Terms: Net [30] days from invoice; late charges at [•%] per month or maximum lawful rate. Prices exclusive of taxes; Licensee responsible for applicable indirect taxes (VAT/GST) unless valid exemption provided. No setoff or withholding except as required by law; gross-up applies to mandatory withholdings (if any).
6) Credits; Cue Sheets; PRO Matters
- Credit: Where customary and feasible, “Music by [Composer(s)] — Courtesy of [Licensor/Label/Publisher]” in Production end credits or metadata. Exact form in Schedule A.
- Cue Sheets: Licensee to submit complete cue sheets (titles, ISWC/ISRC, writers/publishers with shares and IPI/CAE numbers, timing, usage type) to relevant PROs and Licensor within [•] days of first exhibition.
- Public performance royalties are reserved to the applicable writers and publishers via PROs unless direct licenses are expressly negotiated.
7) Deliverables and Technical Standards
- Licensor Deliverables: Broadcast WAV 48 kHz/24-bit (or as specified), instrumentals, alts/cutdowns, stems (if licensed), ISRCs/ISWCs, IPI/CAE numbers, writer/publisher splits, master ownership, BPM, key, moods, artwork, and any use restrictions/notes. Delivery via secure link/portal; files free of technical defects.
- Acceptance: Licensee shall notify Licensor of material technical defects within [•] business days; Licensor to use commercially reasonable efforts to cure or replace.
8) Chain of Title; Clearances
- Licensor represents and warrants (R&W) it owns/controls all rights necessary to grant the license, including master and publishing rights (or has authority from all controlling rights holders), and that the Works are free from claims, liens, samples, undisclosed union obligations, or third-party approvals not disclosed in Schedule B.
- Performer consents, producer approvals, and neighboring rights clearances necessary for the licensed uses are secured by Licensor. Any residual or reuse obligations (e.g., union) must be disclosed.
9) Moral Rights; Alterations
- To the maximum extent permitted by applicable law, authors’ moral rights are waived or not asserted to permit customary synchronization edits, fades, loops, and timing adjustments, provided Licensee does not subject the Works to derogatory treatment or context. Lyric alterations and title changes require prior written consent.
10) Content ID, Fingerprinting, and Claims Management
- Licensor shall register and manage any fingerprinting/Content ID claims such that authorized Productions are not blocked or monetized against by Licensor. Licensor shall whitelist Licensee’s designated channels, properties, and assets per Schedule E within [•] business days of notice and resolve any claims or takedowns within [•] business days.
11) Approvals; Sensitive Uses
- The following require Licensor’s prior written approval: political advertising; uses implying artist endorsement; adult content; tobacco, firearms, or gambling promotion; edits altering lyrical meaning; and any use reasonably likely to harm the goodwill in the Works or artists. The approval matrix is set forth in Schedule C.
12) Marketing and Promotional Use
- Unless restricted, the license covers use of the Works in on-service promos and cross-channel trailers for the Production during the Term and within the licensed Media/ Territory. For paid-media extensions beyond the Production’s editorial exhibition, advertising rates apply.
13) Warranties; Covenants
- Licensor R&Ws: (i) full power and authority; (ii) no infringement or violation of third-party rights when used as permitted; (iii) no pending/threatened claims known to Licensor; (iv) compliance with applicable laws and sanctions regimes; and (v) disclosure of any restrictions, samples, or MFN obligations.
- Licensee R&Ws: (i) compliance with the Agreement and applicable laws; (ii) no use outside scope; (iii) no removal or alteration of copyright notices or metadata except as technically necessary.
14) Indemnification
- Licensor indemnifies, defends, and holds harmless Licensee and its designees from third-party claims alleging that authorized use of the Works infringes IP or violates rights of publicity/moral or neighboring rights (except to the extent caused by Licensee’s modifications or out-of-scope use).
- Licensee indemnifies Licensor for claims arising from Productions unrelated to the Works or from Licensee’s out-of-scope, prohibited, or unlawful uses.
- Procedures: prompt notice; control of defense by indemnitor; cooperation; no settlement imposing non-monetary obligations without consent.
15) Limitation of Liability
- Exclusion of consequential, incidental, special, punitive damages to the maximum extent permitted by law. Aggregate liability cap: [fees paid by Licensee for the specific Work/Production] in the [12]-month period preceding the claim; carve-outs for IP infringement indemnities, breach of confidentiality, willful misconduct, and unpaid fees.
16) Confidentiality
- The Agreement, rate cards, usage data, and non-public metadata are confidential. Standard exclusions (public domain, independently developed, rightfully received). Injunctive relief available for breach.
17) Audit; Reporting
- If fees are usage-based or revenue-sharing, Licensor may audit relevant records on reasonable notice no more than [1–2] times per year; under/overpayment procedures set forth in Schedule A.
18) Termination; Suspension; Takedown
- For Cause: Either party may terminate for material breach not cured within [30] days’ written notice (10 days for non-payment).
- For Convenience: [If applicable, by Licensee/Licensor with • days’ notice; already-embedded uses remain licensed as provided in Schedule A].
- Effect: On termination (other than Licensor breach), no new uses; existing Productions may continue as set forth (e.g., perpetual in-context use) or must be withdrawn within [•] days if so specified. Takedown: Licensor may require temporary suspension of a Work upon credible third-party claim; Licensor to provide a functionally equivalent replacement or refund pro rata fees for unused portion.
19) Insurance
- Licensee to maintain errors and omissions (E&O) insurance for Productions at not less than [USD • million] per claim/aggregate, naming Licensor as an additional insured where practicable. Licensor to maintain insurance reasonably sufficient to support its indemnities.
20) Assignment; Change of Control
- Licensee may assign to a successor in interest to the Production or to an affiliate involved in the Production’s exploitation; any other assignment requires Licensor’s consent (not unreasonably withheld). Licensor may assign to an affiliated rights-holding entity or in connection with a sale of catalog/ business upon notice.
21) Compliance; Export Controls; Anti-Corruption
- Parties shall comply with applicable laws, including sanctions, export controls, and anti-bribery/anti-corruption laws. No party is owned or controlled by a sanctioned person or jurisdiction.
22) Governing Law; Dispute Resolution
- Governing Law: [New York/England & Wales/Hong Kong/other, without regard to conflicts]. Forum: [Courts in •] or [arbitration under • Rules, seat •, language English]. Equitable relief (injunction/specific performance) available for threatened or actual breaches of IP/confidentiality.
23) Notices
- Notices in writing to the designated contacts/addresses (including electronic service where agreed), deemed given per stated method and timing.
24) Miscellaneous
- Entire Agreement; Order of Precedence (main body over Schedules unless expressly stated); Amendments in writing; Severability; Waiver; Counterparts and e-signatures; Force Majeure.
Schedules
- Schedule A: Media, Territory, Term definitions; rate card; fee model; renewal rates; usage metrics; approval matrix overview.
- Schedule B: Track list (Works), ISRC/ISWC, writer/publisher shares with IPI/CAE, master owner, contributors, union status, stems/alt versions, restrictions.
- Schedule C: Sensitive Uses and Approval Process.
- Schedule D: Cue Sheet template and submission instructions; PRO contacts.
- Schedule E: Content ID whitelisting details; designated channels/asset IDs; takedown/claim response SLAs.
Practical Legal Notes
- Public Performance: Exhibition of audiovisual Productions typically implicates public performance rights administered by PROs; this Agreement does not grant such rights unless explicitly direct-licensed. Licensee should ensure proper venue/platform PRO coverage; cue sheets are critical for accurate distribution to writers/publishers.
- Mechanical Rights: If Licensee distributes audio-only products (e.g., soundtrack albums), mechanical licenses may be required in relevant territories. Not included unless expressly added.
- Neighboring Rights: Licensor confirms performers’ consents and producer rights are cleared for the licensed uses; broadcaster/platform neighboring rights obligations (if any) are outside the scope unless stated.
- Moral Rights: Waivers/consents are subject to local law; where inalienable (e.g., certain civil law jurisdictions), compliance requires non-derogatory use and contextual integrity.
This summary is intended as a precise outline of principal terms for “城市夜行 Vol. 1” and should be finalized through a negotiated agreement tailored to the specific Media, Territory, Term, and use cases contemplated by the parties.
