This is an agreement between the owner of a master recording and a licensee that
wishes to use the master recording on an album. The agreement sets forth the terms
and condition of the license, including an advance, royalties, accounting provisions,
term of the agreement, and other material deal points. This document in its draft form
contains numerous of the 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”), is made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of
Licensor], located at ___________ [Instruction: Insert Address] (“Licensor”) and
___________ [Instruction: Insert Name of Licensee], located at ___________ [Instruction:
Insert Address] (“Licensee”).
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. 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
the Artist’s name, likeness, and/or biographical material for purposes of advertising and trade in
connection with the Album;
B. Will furnish to Licensee simultaneously with execution hereof: (i) complete and correct
publishing information with respect to the Composition, (ii) the complete and correct copyright
notice for the Master, and (iii) the text of any courtesy credit required by Licensor; and
C. 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.
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
B. Record Royalties. Licensee will credit Licensor’s account a record royalty (“Record
Royalty”) as follows.
i. With respect to net sales of the Album, through normal retail channels in the United
States, in any medium, a royalty of ___________ Cents ($0.__) per unit.
ii. With respect to net sales of the Album through normal retail channels outside the
United States, a royalty equal to seventy percent (70%) of the amounts specified
in paragraph 2(A)(i).
iii. With respect to net sales of the Album outside normal retail channels, a per-unit
royalty equal to fifty percent (50%) of the applicable amount specified in paragraphs
2(A)(i) or 2(A)(ii).
C. Most Favored Nations. 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.
3. Record Royalty Accounting. Licensee shall render to Licensor semi-annual statements, and
payments therefore (subject to recoupment of the Advance), of all royalties payable hereunder
within ninety (90) days after the last day of June and December, for each semi-annual period for
which any such royalties accrue pursuant to the terms hereof. The statements rendered by
Licensee to Licensor hereunder shall set forth in reasonable detail the following items: (i) the
name of the Master; (ii) the configurations of the Album; (iii) the royalty rate; and (iv) such other
information as shall be reasonably necessary for Licensor to properly analyze such statements.
All royalty statements and all other accountings rendered by Licensee to Licensor shall be
binding upon Licensor and not subject to any objection by Licensor for any reason unless
specific objection in writing, stating the basis thereof, is given to Licensee within two (2) years
from the date received by Licensor. Licensor will not have the right to sue Licensee in
connection with any royalty accounting hereunder unless such suit is commenced within two (2)
years after the statement in question is received by Licensor. Licensee shall maintain complete