got my first licensing deal! need some help!

[Brwilli6]

Hi folks,
newbie here. I got my first licensing deal from a prominent music library yesterday as a result of a Taxi forward. (hooray!) So I'm trying to give myself a crash course in licensing contract basics. From the way the contract reads, this is an exclusive library I'm dealing with (which I'm not thrilled about.) The agreement allows the company licensing rights for ALL media, anywhere in the universe, "in perpetuity." The money end is OK (they get 100% of the publishing, I get 100% of the writer's share), so I'm cool with that. But I've got a little heartburn over the "perpetuity" clause. Is this standard procedure for most libraries? Is it something I should try to negotiate? It's also unclear to me who will own the Masters. Suppose an artist wants to cut my song down the road? Any idea how a contract like this would come into play? Sorry for all the beginner questions, but I figured some of you guys have experience with this stuff! Thanks a million!
Brian Williams

[mikeymike2000]

Hi Brian,

First, CONGRATS!!!

"...all media currently know and that which is yet to be discovered, in perpetuity throughout the universe." is what I believe to be a standard line in any kind of clearance agreement.

What that means is when your song is licensed to a production you grant the end user the right to continue to use that song everywhere and forever. It will not (or at least to my understanding) apply to the song specifically to said library but only to the specific end user(s).

SO, if the exclusive contract expires and it is not renewed with some agreement, all rights will revert back to you with the exception that you may not ever ask a specific production that has licensed the song under the original terms of the library licensing agreement to remove said song from the subject production.

If your song gets used in a production they will need that top line, otherwise they will simply not use it. So the library is getting the clearance from you in advance so at 3:00am on Thursday night the music supervisor can dump it in the production and have it ready to go by 7:00am Friday morning without having to track you down to sign off on this.

Another way to think about it is if you sign up for a temporary employment agency you will fill out all the W2's etc. so they can just send you to a job on the fly knowing that all the paperwork is in order and you are legit to work.

Sounds like a standard and good deal to accept.

As for the other questions... I am sure someone else will weigh in here.

[Casey H]

Mikey
Careful... I think you are misunderstanding what Brian said here. This deal (not saying good or bad!) lasts forever and there is no time it "expires" and the rights revert back. Brian said it was "in perpetuity". The rights Brian mentioned are more than likely the *LIBRARY's* rights in that they have the forever right to issue licenses.

Brian... PM me and we can talk more about library contract terms in general. Are you coming to the road rally? I do a class where I review different types of deals and the associated terms from a non-lawyer perspective.

One thing I will suggest, since you have nothing to lose, is (1) Ask the library if they will consider adding a reversion clause such as 3 years. They may say no or insist on 5 years. (2) Ask them to clarify if you can still market your music for non-film/TV uses such as artist pitches, selling your tunes on iTunes, etc. Very often they only are interested in exclusivity with respect to film/TV so they are not pitching against other libraries or licensing agents.

And congrats! Good problem to have!
Casey

[ericmakesmusic]

Congrats Brian,

You should post about your deal in the Success Forum as well.

I just signed my first deal recently and it's exactly the same as yours.

The "exclusive" part isn't a bad thing. From what I've gathered looking at other posts in the BIZ section, it seems that common opinion is that we should treat EVERY deal as an exclusive deal. Meaning, even if we get a song placed with a non-exclusive library, we shouldn't submit that song to any other library.


And Casey, do you know when your workshop is scheduled for? I definitely want to make that.

[Casey H]

And Casey, do you know when your workshop is scheduled for? I definitely want to make that.

Friday, Nov. 8th 2:45 pm - 4:15 pm

[mikeymike2000]

Mikey
Careful... I think you are misunderstanding what Brian said here. This deal (not saying good or bad!) lasts forever and there is no time it "expires" and the rights revert back. Brian said it was "in perpetuity". The rights Brian mentioned are more than likely the *LIBRARY's* rights in that they have the forever right to issue licenses.

Hi Casey,

My comment was about one line and I have no idea what is said before or after but I am confident in what I said. But I am not here for a debate. So I will leave it at that.

All I was saying is that for a song to be licensed it must be licensed in perpetuity or it will never get a license. If the song never gets licensed then it is a moot issue. The exclusive agreement for the library will most likely only be for a set amount of time. As you mentioned, 3-5 years. (thus my expiration date reference) So in that 3-5 years if the song sits there doing nothing then he should be able to get the song back in full.

The only time the in perpetuity would apply is if the song actually gets licensed for one or more productions.

He would be signing a master agreement set up for sub-agreements but if there are no sub-agreements then the master agreement simply dissolves.

This all goes out the window if the library itself truly wants the exclusive rights to the song for all of eternity and not a set number of years. If that is the case it is prob not a good deal unless it comes with upfront cash.

maybe I should have elaborated a bit more.

[shellsings]

Hey there! Congrats on your deal. It all depends on what the contract says. Sounds like its exclusive forever regardless of whether it's licensed or not. That's how exclusive works. Either forever or a reversion clause after a few years. And like Casey says check to see if you can pitch to artists or put it on iTunes etc. some let u and some don't I do have one contract where it's non excl until it makes a certain amount then it becomes excl but they don't want it in any other library but I can put it on a etc. if you can turn out songs pretty quickly exclusive shouldn't be an issue. You gotta take the leap sometime and sign and move on to the next song! Again -congrats!

[DesireInspires]

Good job.

[Casey H]

All I was saying is that for a song to be licensed it must be licensed in perpetuity or it will never get a license. If the song never gets licensed then it is a moot issue. The exclusive agreement for the library will most likely only be for a set amount of time. As you mentioned, 3-5 years. (thus my expiration date reference) So in that 3-5 years if the song sits there doing nothing then he should be able to get the song back in full.

The only time the in perpetuity would apply is if the song actually gets licensed for one or more productions.

He would be signing a master agreement set up for sub-agreements but if there are no sub-agreements then the master agreement simply dissolves.

A lot stuff here that is incorrect. I was pretty sure I understood from Brian's original post what the contract terms were and what his concerns are. I confirmed that offline.

The "in perpetuity" here (as with most contracts of this type) has nothing to do with whether the track ever gets licensed. It is the term (e.g. length of time) of the agreement between the composer and the library. The composer agrees that the library has the right to issue licenses forever. In the absence of a reversion clause, this library would be authorized to issue licenses for it until the end of time. Period, end of story. Nothing to do with sub-agreements and nothing "dissolves'. And since it is an exclusive deal, this library would be the ONLY entity allowed to issue licenses for the rest of time.

It's important to differentiate between the composer's agreement with the library and the agreements the library makes with their clients which you generally have no control over. The library agreement between the composer and library gives power of attorney to the library to issue licenses on the composer's behalf. The terms of THOSE licenses may vary as far as length but that has zero to do with the term of the contract between the composer and the library. In fact, even when a library contract allows the composer to pull a track and/or terminate the contract, there is a clause that any licenses already issued by the library remain in effect.

The key things for Brian to do here (besides maybe having the contract reviewed by a qualified music attorney) are:

(1) Ask the library if they will consider adding a reversion clause, such as after 3 or 5 years.

(2) Ask the library to clarify if you will still be able to pitch your song to be cut by artists, sell recordings of it on iTunes, etc. If it's not clear in the contract, ask them if they can put it in writing.

It's a tough call when a library asks you to sign over a track forever with no money upfront. I'm not a huge fan of deals like that *BUT* sometimes taking a chance can end up working out well. One big factor for a songwriter is how prolific you are. If you write tons of songs and feel like "I can write a bunch more just like that", then it's easier to take a chance. However, if you have a small catalog and feel like the few songs you have are your babies, a deal like this may not be for you.

Also, the track record of the library is a huge factor. It's not always easy to get the straight scoop on a library's track record but you can ask around. The website is a good start but sometimes a new library is started by 1-2 successful composers and the list of placements on the website are those of the composer(s), not the library's placements for other composers. So ask the library directly (phone preferred over email) about their recent placements and see if they will tell you if these were from the library catalog (other composers) or the principals themselves.

Best of luck! And congrats again!
Casey

[mikeymike2000]

The composer agrees that the library has the right to issue licenses forever.

That is the only questionable point in this specific post. Each library will have a slightly different agreement.

Other than that, everything you are saying (that I don't understand) is exactly the same thing as you said, just said in a different way. If you read it again you will see.

Sorry, Casey. Didn't mean to step on your toes here...