This is an agreement between the owner of a master recording and a licensee that
wishes to use the master recording on a record. This document sets forth the key terms
for the grant of rights, including terms for compensation and royalty amounts. This
template document contains standard clauses commonly used in these types of
agreements, as well as optional language to allow for customization to ensure the
specific terms of the parties' agreement are addressed.
MASTER LICENSE AGREEMENT
THIS MASTER LICENSE AGREEMENT (the “Agreement”), made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of
Licensor], ___________ [Instruction: Insert Address] (the “Licensor”) and
___________ [Instruction: Insert Name of Licensee], ___________ [Instruction:
Insert Licensee] (the “Artist”).
WHEREAS, Licensee desires to reproduce, distribute, exhibit, perform, use and
otherwise exploit a certain master recording (the “Master”) embodying the performance
of “___________” [Instruction: Insert Composition Title] (the "Composition") as
performed by ___________ [Instruction: Insert Artist] (the "Artist") on the album
tentatively entitled “___________” [Instruction: Insert Selection Title] (the “Album”),
along with approximately ___________ (___) [Instruction: Insert Number] other
master recordings, which Album is tentatively scheduled for initial U.S. release by
Licensee on ___________ [Instruction: Insert Release Date] (the “Release Date”);
WHEREAS, Licensor is sole and exclusive owner of the Master and desires to license the
Master to Licensee, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:
1. Grant of Rights. Licensor:
A. Represents and warrants that: (i) Licensor is the sole and exclusive owner of the
Master and of the copyright therein; (ii) Licensor has the right to grant to Licensee the
rights granted herein; and (iii) neither this grant nor the exercise of the rights granted by
Licensee herein shall infringe upon the rights of any third party;
B. Grants to Licensee the non-exclusive right to manufacture, reproduce, distribute,
exhibit, perform, use and otherwise exploit the Master in the Album for a period of five
(5) years (the “Term”), throughout the Universe (the Territory”), along with the right to
use Licensor's and/or Artist’s name, likeness, and/or biographical material for purposes of
advertising and trade in connection with the Album;
C. Will furnish to Licensee simultaneously with execution hereof: (i) complete and
correct publishing information with respect to the Composition, (b) the complete and
correct copyright notice for the Master, and (c) the text of any courtesy credit required by
Licensor; and
D. Reserves to itself, all rights whatsoever in and to the Master, other than those
rights expressly granted Licensee herein, it being understood that the rights hereby
granted shall be non-exclusive and shall not include the right to manufacture any records,
other than the Album, that include the Master.
2. Compensation.
A. Advance. Promptly following the complete execution hereof, Licensee shall pay
to Licensor a non-returnable advance of ___________ Dollars ($_____) [Instruction:
Insert Amount] (the “Advance”). The Advance shall be deemed a non-returnable
advance recoupable from and chargeable against any and all record royalties payable to
Licensor pursuant to this agreement.
(a) Licensee shall accrue to the credit of Licensor:
(i) With respect to net sales of the Album through normal retail channels in the United
States, a royalty of ...................cents ($. ) per unit in compact disc configuration, and
...................cents ($. ) per unit in cassette configuration and any other configuration.
(n6)COMMENT
(ii) With respect to net sales of the Album through normal retail channels outside the
United States, a royalty equal to one-half (1/2) the amounts specified in Clause 3(a)(i)
above, except that if, with respect to particular net sales, Licensee is paid by any
sublicensee on a royalty basis, then with respect to such particular net sales Licensor's
royalty shall instead be an amount per unit equal to (i) one-half (1/2) the unit royalty
actually received by Licensee in the U.S., multiplied by (ii) a fraction whose numerator is
one (1) and whose denominator is the number of master recordings embodied on the
Album. (n7)COMMENT
(iii) With respect to net sales of the Album outside normal retail channels, a per-unit
royalty equal to one-half (1/2) the applicable amount specified in Clause 3(a)(i) or (ii)
above. (n8)COMMENT
(b) Licensee agrees that the royalties payable hereunder shall be no less favorable to
Licensor than the royalties payable to any other licensor of master recordings included in
the Album. (n9)COMMENT
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date
first written above.
VENUE:
________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
ARTIST:
________________________________ [Instruction: sign]
By: _______________________