Licensing For Independent Film

[chebowitz]

I'm looking for a sample contract that will allow me to license the use of my original work to a small, independent film producer. The work consists of the underscore and original songs for a short film. Ideally the contract will allow me to keep the copyrights for the work for my future desires and still allow the producer to use it for his film. I think this is sometimes referred to as a non-exclusive licensing agreement.

Some background may help...

The producer wants me to sign his "work for hire" release. The "work for hire" release provides no compensation for my efforts nor any recourse for my future use of the compositions. While the relinquishing of my future rights is a standard feature of a typical "work for hire" release, it usually is accompanied by an up front fee and back-end royalties. Since this is a low budget project I'm okay with allowing my music to be used for no compensation (I would be getting my name out there, so that's something). I also feel it is reasonable for me - in exchange for no compensation - to retain future use of the compositions should I wish to record them as independent pieces or have someone else record them.

Any help or sample contracts you may have would be greatly appreciated.

Thank you in advance

/ bruce

[john]

hey

copyright permission statements certainly take some crafting. Personally I would contact your local musician's union to see what their lawyers recommend because you are far from the only writer who would want to do as you suggest.

There are a number of things to consider here to correctly define the scope and term. here is one of the Songstuff copyright permission statements (terms depend on several things)

Copyright Permission Statement

I (Your Name) as the copyright holder, or as a representative of the

copyright holder with permission to grant such rights, hereby expressly grant

Songstuff nonexclusive, worldwide, royalty-free, license and privilege to use,

copy, adapt, edit, modify, merge, (re)produce, (re)print, (re)distribute,

(re)broadcast, (re)transmit, and publicly and digitally display and / or perform

the material(s) provided that I have incorporated into the work or subsequent

editions of the work now known or later developed, and I claim any rights, title

and interest in the overall work. I also accept that my contribution will be

acknowledged in a suitable source credit line, and proprietary rights

attribution supplied by me.

The materials submitted include (delete ones that don't apply)

Name

Audio Recording / Music

Drawings / Illustrations

Graphics/Maps etc.

Text

Photographs

Other (Please Specify)

I warrant that I have full authority and rights to gramt permission(s) to the

material(s) offered and submitted herein and that the material(s) do no not

infringe on any proprietary and /or intellectual property rights of third

persons or contain any information that is unlawful, defanatory or violative of

any person's right to privacy and/or publicity. I agree to defend, indemnify,

and hold harmless the Publisher (Songstuff)., it's officers, directors, agents,

employees, licensees, assigns and all persons acting under the Publishers

permission or authority, or those for whom the Publisher is acting, from and

against any and all liability, claims, expenses, sosts, or damages arising out

of my failure to meet the aforementioned obligations.

ACCEPTED AND AGREED:

By:

Title:

You are welcome to use this as a base template to add/edit/change as you wish but if you use it, it is entirely at your own risk. Obviously there are many terms in here that you would change but it perhaps gives you an idea of what to expect. For your intended usage this would be quite brief.

If I were you i would make sure that:

What your music is used for is clearly defined

You make sure that any royalty agreement is stipulated. Note this is an agreement that can range from no royalty to a conditional royalty to a fixed royalty.

You ensure that you can use any segments of the movie on a royalty free basis (you should also stipulate the terms under which you can use it and for how long)

You are correct this should be non-exclusive if you intend allowing others to do something with the material, including yourself. This can be done in a variety of ways. You can name others who are allowed to use it, or stat that for a given time that it is exclusive after which it will become non-exclusive etc or simply non-exclusive

What regions do these terms apply to? Globally? Within the US? UK? EU? etc.

What rights do they have with your material? Can they sub license others to alter change your work or to use it as part of promo? For example a television company wants to include a "promo reel"... you can stipulate by usage terms and their transferability that effectively the movie maker has to edit that promo reel and provide it to the company. This is an example of a derivative work, but you need to think about how they can use the rights.. not just your intended usage. Similarly The movie maker has to license broadcasters to air the movie. That means that they need to be able to assign broadcast rights. If you want to license YouTube to broadcast the bits where your music is used, then you need to have permission to edit and create derivative works and the right to assign broadcast of those sections of the movie to YouTube etc

Complicated isn't it?

I go through all this because i would stress, don't just take a contract and use it... understand it first and completely ensure that it meets your needs, even if it is coming from your local musician's union.

I am happy to try and help you understand whatever you get your hands on or create but I am not a music lawyer, or indeed any kind of lawyer, so any advice and indeed your adaptation of the Songstuff copyright permission statement is without prejudice  and to be used entirely at your own risk. (he said sounding like a lawyer.

If nothing else I have learned it is that to get ahead as a writer without being completely ripped off you must be able to understand contracts and contract terms, be that as a writer or a musician in a band, and learn to understand the implications of each term. relying on a lawyer alone is not the best way to get the deal you want and to be honest it is up to you to negotiate those terms (unless you have a personal manager!).

Cheers

John

[chebowitz]

I am happy to try and help you understand whatever you get your hands on or create but I am not a music lawyer, or indeed any kind of lawyer, so any advice and indeed your adaptation of the Songstuff copyright permission statement is without prejudice  and to be used entirely at your own risk. (he said sounding like a lawyer.

If nothing else I have learned it is that to get ahead as a writer without being completely ripped off you must be able to understand contracts and contract terms, be that as a writer or a musician in a band, and learn to understand the implications of each term. relying on a lawyer alone is not the best way to get the deal you want and to be honest it is up to you to negotiate those terms (unless you have a personal manager!).

Cheers

John

Wow... thanks very much, John. I may just take you up on your offer to help.... I'll be in touch. Thanks again

/ bruce

[chebowitz]

Hi John, here is the agreement I came up with. Anything insight you can offer would be greatly appreciated. Thanks again.

/ bruce

In exchange for no compensation of any kind, now or in the future, the undersigned, [________________________________] as the copyright holder (herein referred to as "Artist", "Performer", "Composer", "Me", "Myself" or "I"), hereby expressly grant [____________________________] it's assigns, licensees and other successors-in-interest (herein referred to as "Producers"), nonexclusive, royalty-free, license and privilege to use my original instrumental compositions and performances, musical compositions and performances, and any vocals and/or other sound effects produced by Me, or any simulation thereof (as detailed below, herein referred to as "Performance") to be incorporated in the short narrative tentatively entitled "[______________________]" (herein referred to as the “Film”) and/or editions of the Film now known or later developed, on the following conditions:

(1) The Producers can enjoy the free use of the Performance only in connection with the production, distribution, exhibition, advertising and exploitation of the Film or promotional compilations (sometimes referred to as Filmmaker's Reel) in any manner and by any means whatsoever, forever and for use worldwide and in perpetuity, across the universe. However, I reserve the right to negotiate any normal compensation (one-time and/or ongoing) - and I shall be notified in writing by the Producers - should any portion of the Performance be re-created and/or re-recorded as a stand alone Performance outside the scope the Film (this will include, but not limited to: soundtrack, separate release and/or production and/or re-recording of any portion of the Performance; for example, the desire for another party to record any portion of the Performance as an independent audio or any other kind of musical sound and/or audio-visual performance).

(2) The Producers will bear 100% of any and all costs associated with their use of the Performance as detailed in this agreement.

(3) It is understood that, other than what is specifically granted in this agreement, I am retaining complete control of all copyright ownership and privileges of any and all portions of the Performance and the grant to use any and all portions of the Performance to the Producers is limited only to the scope of this agreement. I am under no obligation to notify the Producers should I choose to use any or all portions of the Performance for my own desires.

The Performance includes:

(i) Underscore for the Film

(ii) The song "[____________________________]"

(iii) The song"[____________________________]"

Performance screen credit on the Film shall be as follows:

Single frame credit "Original musical score composed by[ ___________________]"

Rolling credit for songs "[song Title], written and performed by [_________________]"

All Performance credit shall include copyright notice "[year] by [__________________]"

I warrant that I have full authority and rights to grant permission(s) to the Performance offered and submitted herein and that the Performance does not infringe on any proprietary and /or intellectual property rights of third persons or contain any information that is unlawful, defamatory or violative of any person's right to privacy and/or publicity. I agree to defend, indemnify, and hold harmless the Producers, it's officers, directors, agents, employees, licensees, assigns and all persons acting under the Producers permission or authority, or those for whom the Producers is acting, from and against any and all liability, claims, expenses, costs, or damages arising out of my failure to meet the aforementioned warrant.

This Agreement expresses the entire agreement between Myself and the Producers and shall replace and supersede all prior arrangements and representations, either oral or written, as to the subject matter hereof. I agree to sign additional documentation as Producers may reasonably require in order to effectuate the purposes and intent of this Agreement. This Agreement shall be deemed to have been negotiated and entered into, and shall be construed in accordance with the laws of the State of ___________. This Agreement may be amended or modified only by the written agreement of Me and the Producers. This Agreement shall be deemed to have been drafted by all the parties hereto, since all parties were assisted by their counsel in reviewing and agreeing thereto, and no ambiguity shall be resolved against any party by virtue of its participation in the drafting of this Agreement.

In witness whereof, the parties hereto have executed the Agreement as of _______, 2011.

Producer

_______________________________________

Signature by authorized person

Composer/Performer/Artist

Signature___________________________________

[john]

hey

only time for a quick look just now. i noticed a couple of issues right away. You do not restrict what work you are allowing to be used in terms of specific recordings, otherwise, should you re-record it in any form the producers could try and use that new re-recording (unlikely but you never know). Additionally you should ensure that any action taken against the producers of any kind that does not directly relate to your song is entirely up to them. In no way should any action against them be shared by you.

You could stipulate that should the film gross more than  a certain amount you get a royalty. I know you have a statement regarding derivatives and the negotiation of a fee or royalty.

You mention the State of ___ you should add "within the United States of America, and the laws of the United States of America"

I might have missed it on the quick scan but perhaps you might want to have your approval sought for sub-licensing, and specific conditions for rights of agents, affiliates, sub-licensees and in particular what rights are inherited by them

I'll look more later

[chebowitz]

John, thanks again... btw, my name is Bruce.

I made some comments right after each of your points...

You do not restrict what work you are allowing to be used in terms of specific recordings, otherwise, should you re-record it in any form the producers could try and use that new re-recording (unlikely but you never know).

I'm not sure what you mean... this is what I put in:

The Performance includes:

(i) Underscore for the Film

(ii) The song "[____________________________]"

(iii) The song"[____________________________]"

Additionally you should ensure that any action taken against the producers of any kind that does not directly relate to your song is entirely up to them. In no way should any action against them be shared by you.

Excellent point

You could stipulate that should the film gross more than  a certain amount you get a royalty. I know you have a statement regarding derivatives and the negotiation of a fee or royalty.

I might have missed it on the quick scan but perhaps you might want to have your approval sought for sub-licensing, and specific conditions for rights of agents, affiliates, sub-licensees and in particular what rights are inherited by them

I have to keep balance here of maintaining my rights for my own future use and not aggavating the producers. If I can work out this agreement, this has the chance to get my name out there and possible future opportunities.

Thanks again for your help... BTW, I'm listening to your Bibi M project with Barbara... tres cool. It's got a Madonna like feel to it. I like it.

/ bruce

[john]

Hi Bruce

What I mean is dates of the recordings and any reference details specific to the recording you are letting them use, for example if you have registered the recording (contact PRS/MCPS in UK, BMI/SESAC in the States) and registered the copyright with the copyright office in the states (I'd do this no matter what country you are in if you plan to put your tracks on the web.

On the derivatives, you want to find the balance so that you give them enough scope to do what you are comfortable with but not give them unnecessary rights. Worth perhaps discussing with them.

All that said i still think your best bet is to contact your musicians union and certainly to speak to a specialist in Music law, even if it is to look over the permission statement you are now working on.

Glad you liked the Bibi M tracks. Old material now, recorded in 1999 / 2000 / 2001

Cheers

John