Specimen Synchronisation Licences for Advertising
Published: 07 October 2020 | 17:48 PM
Updated: 15 December 2020 | 10:13 AM
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This section sets out the various definitions and interpretations that are to be used throughout this document. Words that are capitalised throughout the document will be defined in this section. As you read through the licence certain clauses appear in square brackets, you should decide whether to adopt this wording or delete it. Where words with a clause appear in square brackets consider whether to adopt the words or substitute different words and delete the square brackets. Dealing with the definitions in more detail the definitions form the basis of the agreement and can be changed to suit the user’s needs.
Production: This is where you enter the name of the Commercial Campaign.
Sound Recording: fill in the brackets and enter the name of the sound recording and the name of the original composer/composition. Remember this is dealing with the recorded version of the said composition only. The composition will be dealt with under a separate licence.
Geographical/Territory: This refers to where in the World the commercial can be shown and usually this will be the entire World, especially where there are digital rights granted. If the Media (see below) is limited to TV then this might be limited to a specific jurisdiction i.e the UK.
Term: the duration/scope of the agreement. This can mean in perpetuity (which means indefinitely) but ideally this would only be between one to five years.
Fee: This is the fee for allowing the sound recording to be used.
Media: Commercial makers will usually want ‘All Media’ and for them to be able to exploit the production online you will need to grant ‘online rights’ (note - online rights could mean streaming or download rights or both. Exclusivity: Exclusive music deals would be very expensive so this type of licence is usually always for non-exclusive use.
The first paragraph grants the actual licence and referring back to the definition explains that for the fee we, the rights owner, are granting the necessary rights for the production company to use the composition. Whilst we are granting the use of the sound recording in the Production here, we are extending the use to cover promotional use for press and publicity. Note the use of capital letters as we have already defined the production, the sound recording, the territory, the media and the fee.
3. Terms and Conditions
Clause 3 sets down the terms and conditions of the licence, and these reflect the terms and conditions between the contracting parties. As we have seen, the bespoke musical information is defined in the definition clause whereas the standard terms are set down under clause 3. You will see that this licence does not allow for the production company to change the composition and the composition cannot be used for anything other than the usage granted under clause 2.
We are also requesting, as rights owners, a copy of the production once it is finished.
An important point is that we are asking, as part of the agreement, for a credit to be given as producers of the sound recording. This type of credit can prove to be very valuable and is a good marketing mechanism.
Clause 4 is a straightforward warranty. We are representing that we do in fact own the sound recording in the first place and we have the necessary authority to grant the licence.
Clause 5 deals with termination: if either party is in breach of the licence then the party who has their rights breached will be able to terminate; if either party goes into liquidation or is declared bankrupt then again that is grounds for terminating the agreement.
Under clause 5.3 if the agreement is terminated the licence and all the rights granted will return immediately to the rights holder.
6.1 the non-assignment clause restricts the film production company from passing on the rights they have been granted under the licence to a third party. We are therefore prohibiting use by anyone other than the film production company. However, 6.2 does allow for the film production companies to grant sub-licences in order that the Production can be exhibited.
6.3 provides that the agreement will be governed by the Courts of England and Wales.
6.4 means that the agreement between the parties is captured in the document and any previous agreements are now void. This agreement, and the terms within it, now supersede anything that has come before.
6.5 invites both parties to notify each other in writing at the designated addresses should either one want to modify/alter the agreement.