How to draft an effective music license agreement (Part 2)

Music license agreements can be complex. This step-by-step breakdown will help lawyers, creators, and producers understand what to include and why—so you can draft clear, balanced, and effective contracts.

Introduction

Welcome back to the second part of our two-part series on a guide to music license agreements!

Before we continue, you need to check out Part 1 (if you have not already).

The first part of the series, essentially, set the tone of a license agreement. We went over the essential legal aspects and key considerations you must keep in mind when entering into such agreements.

Now, we will dive deeper by drafting a detailed music license agreement. We will do this by featuring two fictional professionals: Sara, a gifted composer, and Shreya, an ambitious film producer. By doing so, you will be able to follow long better.

This part will walk you through each clause of the agreement. This will explain the purpose behind it. This will also offer practical guidance on how to draft terms that protect both parties while fostering a positive working relationship.

Music licence agreement

Let us begin by setting the scene with Sara and Shreya’s story and then move on to drafting the agreement itself.

Background –

Our first character is Sara Menon, who is an independent music producer. She is based in Bengaluru. She is known for blending very traditional Carnatic influences with more modern electronic beats. Recently, Sara released an EP titled Carnatic of the South, which is garnering attention on streaming platforms.

Our next character is Shreya Kapoor. She is the founder of Sound Studios Pvt. Ltd., a Mumbai-based film production company. Shreya is currently working on a new web series titled The Next Rain. She wants to use Sara’s track “Mazhai” as the title theme.

Shreya now reaches out to Sara to obtain the rights to use the track in the web series. And for the possibility for future marketing and distribution. They decide to formalise the arrangement through a Music License Agreement, where Sara retains ownership of the copyright but licences limited usage rights to Sound Studios.

So now let us get to drafting. I will explain before each clause what the clause is, and you use that as your guide while reading the clause.

This Music Licence Agreement (“Agreement”) is made on the 1st day of June, 2025

Clause 1: Parties to the agreement

Every agreement must begin with a clear identification of the parties. So, in a music licensing arrangement, the Licensor is typically the owner of the musical work (composer, producer, or rights holder). And the Licensee is the party seeking permission to use that work. This is often a production house, brand, or media agency. Precise identification avoids confusion and ensures legal enforceability.

This standard clause simplifies references throughout the agreement.

BY AND BETWEEN:

Ms. Sara Menon, daughter of Mr. Ravi Menon, aged about 32 years, residing at No. 214, 3rd Cross, Indiranagar 2nd Stage, Bengaluru – 560038, Karnataka, India, hereinafter referred to as the “Licensor” (which expression shall, unless repugnant to the context or meaning thereof, be deemed to include her heirs, legal representatives, administrators, successors and permitted assigns);

OF THE FIRST PART;

AND

Sound Studios Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 502, Crescent Chambers, Linking Road, Bandra (West), Mumbai – 400050, Maharashtra, India, acting through its Founder and Managing Director, Ms. Shreya Kapoor, hereinafter referred to as the “Licensee” (which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors-in-interest, permitted assigns and affiliates);

OF THE SECOND PART.

The Licensor and Licensee are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

Recitals (also known as the ‘Background’)

The recitals essentially set the scene. So, they are not legally operative but provide important context for understanding the agreement.

Here, you will need to explain who owns what, what is being licensed, and why. It also affirms and clarifies everything.

When drafting, you also need to make sure that the recital affirms Sara’s ownership. This includes ownership over both the musical composition and the sound recording. These are distinct rights under copyright law, so it is important to specify both.

You will also need to clarify who the Licensee is, what it does, and what project the license pertains to. This helps tie the license to a specific context (the web series) and purpose.

Recitals

WHEREAS:

The Licensor is the sole and exclusive owner of the copyright and all other intellectual property rights in the original musical composition and sound recording titled “Mazhai” (“Licensed Work”), released as part of the extended play record Carnatic of the South;
The Licensee is engaged in the production and distribution of audio-visual content, and is presently producing a web series titled “The Next Rain”, which is intended for release on various digital streaming platforms and other media;
The Licensee has approached the Licensor for a licence to synchronise and use the Licensed Work as part of the background score and promotional materials of the said series, and the Licensor has agreed to grant such licence, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

Clause 2: Definitions

A Definitions clause sets out clear meanings for key terms used throughout the agreement. You need to make sure that the definitions prevent ambiguity. There should not be any confusion, and that is our aim when drafting. Also, ensure both parties interpret the document in the same way.

In a music licence agreement, terms like “Licensed Work,” “Territory,” or “Synchronisation Rights” carry specific meanings. Defining them up front saves confusion and potential disputes later.

Definitions
1. Unless the context otherwise requires, the following expressions shall have the meanings assigned to them below for the purposes of this Agreement:
2. “Agreement” means this Music Licence Agreement, including all schedules, annexures, and amendments made in writing and signed by both Parties.
3. “Licensed Work” means the musical composition and sound recording titled “Mazhai,” created and owned by the Licensor, including all lyrics, instrumental arrangements, and associated sound elements.
4. “Synchronisation” or “Sync” means the right to incorporate the Licensed Work into audio-visual content, including, without limitation, films, web series, television programmes, advertisements, or any promotional material.
5. “Media” means any and all forms of media, whether now known or hereafter devised, including but not limited to online platforms, television, radio, cinema, public performance venues, mobile applications, and physical formats such as DVDs.
6. “Territory” means the entire world, unless otherwise limited under this Agreement.
7. “Term” means the period during which the licence granted herein shall remain valid, as specified under Clause 4 of this Agreement.
8. “Promotional Material” means trailers, teasers, advertisements, social media clips, and other marketing content incorporating the Licensed Work for the purpose of promoting the Project.
9. “Project” means the web series titled “The Next Rain,” being developed and produced by the Licensee.

Clause 3: Grant of rights

This is the heart of the music licence agreement. It specifies what rights the Licensor (Sara) is granting to the Licensee (Shreya’s company, Sound Studios). In a typical synchronisation licensee’s permission to use a musical work in connection with a particular project.

While drafting the agreement, you really need to ensure that this clause defines the scope properly. Is the license exclusive or non-exclusive? For how long is this particular license? And across what platforms will it be used? These are the questions the agreement should have answers to.

Keep in mind that clause 3 makes it clear that the rights granted are limited and specific. So, Sara is not selling her copyright fully. She is only granting permission to use her song in Shreya’s web series and promotional content license. There is a clear difference between the two.

So, the Licensor gives the intent. The licence is non-exclusive, which means that Sara could license it to others. They are non-transferable, which means that Shreya cannot give the rights to someone else. And they are non-sublicensable, which means that Shreya cannot authorise another producer to use the track.

You also need to make sure that this clause reaffirms that all other rights stay with Sara. This is important for protecting her intellectual property. If later Sara wants to re-release the track, use it in a short film, or license it to another brand, she can do so, and ideally, there should not be a problem. You, as her lawyer, should ensure her rights are protected.

Grant of rights
1. The Licensor hereby grants to the Licensee a non-exclusive, non-transferable, and non-sublicensable licence to use, reproduce, synchronise, communicate to the public, and make available the Licensed Work as part of the Project and its associated Promotional Material.
2. The rights granted herein shall be limited to the purpose of synchronising the Licensed Work within the audio-visual content of the Project and using the same in connection with marketing, promotion, and distribution across all Media, in accordance with the terms of this Agreement.
3. For the avoidance of doubt, no ownership or title in the Licensed Work is transferred under this Agreement, and all rights not expressly granted herein shall remain with the Licensor.

Clause 4: Term and territory

You need to define two key boundaries of the licence: how long it lasts (the Term) and where it applies (the Territory).

These parameters directly affect the commercial value and strategic use of the music. A global, perpetual licence would be much broader than a 1-year licence restricted to India.

The Parties have opted for a perpetual licence. This means the permission to use the music does not actually expire.

This is quite typical for projects like films or web series. Because the content may remain available online indefinitely.

The territory is defined as “worldwide”. This means Shreya can use the song across all regions. This also includes platforms and markets where the show might be distributed. This is especially relevant in today’s digital distribution landscape, where content quickly crosses borders via platforms like Netflix, YouTube, and Spotify.

Term and territory
1. Term: The licence granted under this Agreement shall commence from the Effective Date and shall continue in perpetuity, unless terminated earlier in accordance with Clause 10 of this Agreement.
2. Territory: The rights granted herein shall be valid and enforceable worldwide.

Clause 5: Licence fee and payment terms

Here, you need to set the financial arrangement between the parties. You need to cover what the Licensee will pay the Licensor in exchange for the music rights,.

You will also need to cover how it will be paid and when. Make sure to include taxes, invoicing, and the consequences of late payment. A clear, well-drafted payment clause prevents future disputes over money.

Licence fee and payment terms
1. In consideration for the rights granted under this Agreement, the Licensee shall pay the Licensor a one-time licence fee of INR 1,50,000 (Indian Rupees One Lakh Fifty Thousand only) , inclusive of all applicable taxes with the exception of TDS.
2. The licence fee shall be paid within fifteen (15) days of the execution of this Agreement, against a valid invoice raised by the Licensor.
3. All payments shall be made via electronic bank transfer to the account details provided by the Licensor in writing. The Parties agree that no cash payment shall be made.
4. The Licensee shall be responsible for deducting applicable withholding taxes (TDS) as per Indian law and providing the Licensor with appropriate tax deduction certificates within the timelines prescribed by law.
5. In the event of any delay in payment beyond the stipulated period, the Licensee shall be liable to pay interest at the rate of 12% per annum, calculated on a daily basis, until the actual date of payment.

Clause 6: Representations and warranties

You need to make sure that the agreement protects both parties. You can do this by confirming that they are entering the agreement honestly and legally.

The Licensor (Sara) must confirm that she owns the rights she is licensing and that using her work will not infringe someone else’s copyright. The Licensee (Shreya) may also provide limited assurances, such as using the music only as agreed.

These statements help build trust and form the legal foundation for claims if things go wrong later. These representations are legal promises. In the draft, you need to make sure that Sara confirms that she owns the work and that Shreya will not be dragged into legal trouble by using it. This is especially important for producers if a claim arises later (e.g., someone alleges the song samples their work). Shreya can rely on these warranties to seek indemnification or even damages.

Likewise, make sure that Shreya assured Sara that she will use the track responsibly, within the limits of the licence. And also will not damage Sara’s reputation or violate the law (e.g., using it in political or offensive content without permission).

Representations and warranties
1. The Licensor hereby represents and warrants that:
  1. She is the sole and absolute owner of the Licensed Work and has full rights, title, and authority to enter into this Agreement and grant the rights stated herein;
  2. The Licensed Work is original, does not infringe the rights of any third party, and is not subject to any prior agreement that would conflict with the terms of this Agreement;
  3. The use of the Licensed Work by the Licensee in accordance with this Agreement shall not give rise to any claim for infringement, royalty, fee, or compensation from any third party;
  4. She has obtained all necessary permissions from any co-creators, performers, or producers (if applicable) involved in the Licensed Work.
2. The Licensee hereby represents and warrants that:
  1. The Licensed Work shall only be used in accordance with the scope of rights granted under this Agreement;
  2. She shall not use or exploit the Licensed Work in any manner that would tarnish the reputation of the Licensor or infringe upon any applicable law.

Clause 7: Credit attribution

Keep in mind that for many artists, recognition is as important as compensation. Through this clause, you need to ensure that Sara is properly credited wherever the Licensed Work is used.

You also need to define how and where the credit should appear on screen, in metadata, promotional material, and so on. Note that clear credit terms help avoid confusion and preserve the artist’s moral rights and professional reputation.

You need to ensure that Sara receives due recognition for her work. Particularly in a world where digital content is widely shared, remixed, and reused. Specify where her name must appear and give her some protection if platforms or collaborators attempt to strip out attribution.

Make sure that the clause balances reasonableness: if Shreya forgets to add the credit on a particular upload but fixes it after being notified, it is not treated as a serious breach. This avoids disproportionate consequences for minor human errors, while still honouring the creator’s rights.

Credit attribution
1. The Licensee shall provide prominent and legible credit to the Licensor as follows:

“Music composed by Sara Menon”

The Licensee shall provide credit in a manner consistent with industry standards and platform limitations, ensuring reasonable prominence
In the description section of any digital uploads of the Project, including on platforms such as YouTube, Vimeo, or OTT platforms;
In any promotional material where individual credits are customarily displayed, subject to reasonable space and formatting limitations.
The Licensee shall use reasonable efforts to ensure that third-party platforms or partners do not remove or alter the credit attribution without prior written consent from the Licensor.
Failure to provide credit in accordance with this Clause shall not be deemed a material breach if the Licensee promptly rectifies the omission upon written notice from the Licensor.

Clause 8: Ownership and reservation of rights

Here, you need to clarify that the Licensor retains ownership of the music. And that the Licensee is only getting limited rights to use it, not to claim it as her own. Even though Shreya might be paying a substantial fee, that does not mean she becomes the new owner. Make sure this clause protects the creator’s intellectual property and avoids future misunderstandings about who holds what rights.

See to it that this clause reinforces a key distinction in copyright law: a licence versus an assignment. Use careful wording here to ensure that this point is unmistakable. Make sure to also give Sara flexibility to continue monetising or adapting her music elsewhere, as long as it does not disrupt Shreya’s agreed use (e.g., Sara cannot license it to a competing web series in a way that confuses viewers).

For independent creators, this clause is vital for maintaining long-term control over their work and income streams.

Ownership and reservation of rights
1. The Licensor shall retain full and exclusive ownership of all intellectual property rights in and to the Licensed Work, including the underlying musical composition, lyrics, and sound recording.
2. Nothing in this Agreement shall be construed as a transfer or assignment of ownership in the Licensed Work to the Licensee. The rights granted under this Agreement are limited to a licence strictly in accordance with Clause 2.
3. All rights not expressly granted to the Licensee under this Agreement are hereby reserved by the Licensor, including the right to create derivative works, synchronise the Licensed Work in other projects, and monetise it through other platforms or formats, provided such exploitation does not interfere with the Licensee’s authorised use.

Clause 9: Moral rights

Moral rights protect the personal and reputational connection between an artist and their work. Your aim is to ensure that even if copyright is licensed or assigned, the creator’s right to be acknowledged and to object to derogatory treatment of their work remains.

This clause sets out how moral rights are handled, ensuring Sara’s creative integrity is respected while allowing Shreya to use the music appropriately.

Here, you need to make sure that the clause recognises that Sara, as the creator, has rights beyond mere ownership. Also that she can insist on being named and can refuse to use anything that harms her reputation or distorts her artistic vision. At the same time, make sure that Shreya, as the user, is given clear guidelines on what is and isn’t acceptable treatment of the music.

By requiring prior approval for significant changes, you can create a cooperative dynamic that respects artistic integrity while still allowing necessary edits or adaptations for the project.

Moral rights
1. The Licensor hereby asserts her moral rights in the Licensed Work, including the right to be identified as the author and the right to object to any distortion, mutilation, or other modification of the Licensed Work that would be prejudicial to her honour or reputation.
2. The Licensee agrees not to perform or authorise any act or omission which would infringe upon the Licensor’s moral rights, including but not limited to:
  1. Altering the Licensed Work in a manner that changes its fundamental character or message without the Licensor’s prior written consent;
  2. Using the Licensed Work in a context that is derogatory, defamatory, or otherwise harmful to the Licensor’s reputation.
3. The Licensee shall notify the Licensor promptly of any proposed significant modification to the Licensed Work and shall seek the Licensor’s prior written approval before implementing such modifications.

Clause 10: Termination

Termination clauses set out the circumstances under which the agreement can end before its natural expiry. This protects both parties by providing clear rules for ending the licence if things go wrong, such as breach of contract or insolvency. It also clarifies what happens to the rights and obligations after termination, preventing confusion and potential litigation.

This clause allows either party to end the licence if the other breaches a significant term or faces financial difficulties. The 30-day cure period gives a chance to fix issues, promoting fairness. Upon termination, Shreya must stop using Sara’s music and return or destroy any copies, ensuring the licence does not linger.

The survival clause preserves critical rights and obligations even after termination, such as credit attribution and indemnity, so the parties remain protected.

Termination
1. Either Party may terminate this Agreement immediately by giving written notice to the other Party if:
  1. The other Party commits a material breach of any term of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice requiring it to do so;
  2. The other Party becomes insolvent, enters into liquidation, or makes any arrangement or composition with its creditors.
2. Upon termination of this Agreement for any reason:
  1. All rights granted to the Licensee under this Agreement shall immediately cease;
  2. The Licensee shall immediately discontinue all use of the Licensed Work and shall, at the Licensor’s option, destroy or return all copies of the Licensed Work in its possession or control;
  3. Termination shall be without prejudice to any rights or remedies that have accrued prior to termination.
3. Termination of this Agreement shall not affect any provisions which are intended to survive termination, including but not limited to Clauses 7 (Credit attribution), 8 (Ownership), 9 (Moral rights), and 11 (Indemnity).

Clause 11: Indemnity and liability

You need to add Indemnity provisions to protect the parties from losses caused by breaches of the agreement or third-party claims. For example, if Sara’s music infringes on another’s copyright and Shreya faces a lawsuit, Sara may have to cover the costs. Conversely, it limits liability for damages beyond what is reasonable. This clause balances risk, making clear who bears responsibility for what.

While drafting, you need to ensure that Sara will be responsible if her music causes legal trouble for Shreya. For eg, if a third party claims infringement, protecting Shreya financially. Likewise, ensure that Shreya must indemnify Sara if she misuses the music or breaches the contract.

Note that limiting liability to the amount of the licence fee and excluding indirect damages is common in commercial contracts. You will be helping manage risk for both sides. Through this clause, you are encouraging both parties to act responsibly, knowing who will bear losses if issues arise.

Indemnity and liability
1. Licensor has secured all necessary permissions shall indemnify, defend, and hold harmless the Licensee, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
  1. Any breach of the representations and warranties made by the Licensor under Clause 6;
  2. Any claim that the Licensed Work infringes the intellectual property rights of any third party.
2. The Licensee shall indemnify, defend, and hold harmless the Licensor from and against any claims, demands, losses, liabilities, damages, costs, and expenses arising from:
  1. Any breach of the Licensee’s obligations under this Agreement, including use beyond the scope of the licence granted;
  2. Any negligent or unlawful use of the Licensed Work by the Licensee.
3. Neither Party shall be liable to the other for any indirect, consequential, special, or punitive damages arising under this Agreement, regardless of the form of action, even if advised of the possibility of such damages.
4. The total aggregate liability of either Party arising out of or in connection with this Agreement shall not exceed the total licence fee paid by the Licensee to the Licensor.

Clause 12: Governing law and dispute resolution

You need to include this to specify which country’s laws will govern the agreement and how disputes will be resolved. Since music licences often cross borders or involve parties in different locations, clarity here avoids lengthy and costly jurisdictional battles later. It sets expectations on legal rights and the preferred path for solving disagreements, whether by negotiation, mediation, or court.

While drafting, you need to clearly state which Indian law applies, which is important for enforceability and clarity. It also encourages parties Sara and Shreya to first try to resolve issues themselves before escalating to formal processes.

Keep in mind that the mediation step offers a cost-effective and faster alternative to court, promoting collaboration and preserving business relationships. Specifying Mumbai courts ensures predictability in case litigation becomes necessary.

Governing law and dispute resolution
1. This Agreement shall be governed by and construed in accordance with the laws of India.
2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved as follows:
  1. The Parties shall first attempt to resolve the dispute amicably through good faith negotiations within thirty (30) days of written notice of the dispute by either Party;
  2. If the dispute is not resolved through negotiation, the Parties agree to submit the dispute to mediation in accordance with the rules of the Mumbai Centre for International Arbitration (MCIA) or any other mutually agreed mediation centre;
  3. Should mediation fail to resolve the dispute within sixty (60) days of its commencement, either Party may initiate proceedings before the courts of competent jurisdiction in Mumbai, India.
3. Each Party irrevocably submits to the exclusive jurisdiction of the courts of Mumbai for any proceedings arising out of or in connection with this Agreement.

Clause 13: Miscellaneous/general provisions

This catch-all clause covers important practical points that do not fit neatly into other sections but are crucial to avoid misunderstandings. It addresses how the agreement can be amended, how notices should be given, and confirms that the entire agreement is contained within the document. It also sets the rules for assignment, severability, and waiver, which protect the contract’s integrity and clarify what happens in different scenarios.

This section ensures the agreement is comprehensive and final, preventing hidden or informal promises outside the contract. It requires formal written amendments to maintain clarity and prevent misunderstandings. Clear notice provisions avoid missed communications.

Assignment rules protect both parties from unexpected transfers of rights or obligations, which might affect the working relationship. Severability preserves the contract even if a part is struck down, and waiver language prevents accidental loss of rights.

Miscellaneous/general provisions

Entire agreement

This Agreement constitutes the entire understanding between the Parties relating to its subject matter and supersedes all prior agreements, negotiations, or representations, whether written or oral.

Amendments

No amendment, variation, or waiver of any provision of this Agreement shall be valid unless made in writing and signed by both Parties.

Notices

All notices or other communications required or permitted under this Agreement shall be in writing and delivered personally, sent by registered post, or emailed to the addresses provided by the Parties in the Recitals, or such other address as notified in writing.

Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party..

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Waiver

No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy, nor shall any single or partial exercise preclude any other or further exercise.

Key tips for drafting music licence agreements

If you have reached this far, then you probably have a good idea about it all. But let me give you a few tips to keep in mind while drafting.

Be clear and specific about the licence scope: You need to define the exact rights granted. Whether it is exclusive or non-exclusive, the territories, media formats, and duration. Ambiguity causes disputes, and your aim is to be as clear as possible.
Address moral rights explicitly: Note that creators care about how their work is used and credited. You too, ensure that these rights are protected while allowing necessary modifications with prior consent.
Include detailed payment terms: Do not forget to specify licence fees, deadlines, and penalties for late payments. You are doing this to avoid financial disputes.
Plan for termination carefully: Include remedies for breach, insolvency, and clear post-termination obligations to avoid uncertainty.
Limit liability and include indemnity: Make sure to protect both parties from unexpected risks and clarify who pays if third-party claims arise.
Dispute resolution matters: Here, you need to encourage negotiation and mediation first, keeping litigation as a last resort. Choose governing law and jurisdiction sensibly.
Ensure formalities for amendments and notices: Prevent informal changes and communication lapses by requiring written documentation and clear contact details.

Conclusion

Think of drafting a music licence agreement as both an art and a science. It requires a clear understanding of the legal principles that protect creative works. Also, it requires sensitivity to the needs and expectations of both the composer and the licensee.

It does not matter if you are a lawyer to Sara, the music creator seeking fair recognition and control, or Shreya, the producer aiming to use that music legally and effectively. Your aim is to create a well-crafted agreement is your best safeguard against misunderstandings and disputes.

Carefully defining the scope of the licence, setting clear payment terms, and addressing moral rights. Include robust clauses on termination, indemnity, and dispute resolution. By doing these, you create a framework that respects the creative process while facilitating smooth commercial collaboration. Remember, the finer details, such as how notices are given or how amendments are handled, may seem small, but they can make a significant difference when challenges arise.

If you take the time to draft each clause thoughtfully and tailor it to your unique situation. You will not only protect your legal interests but also build trust and professionalism between all parties involved. Music is a powerful form of expression, and the agreements that govern its use should honour that power with clarity, fairness, and precision.

Should you wish to embark on drafting your own music licence agreement, keep these principles in mind, and you will be well-equipped to navigate this essential legal terrain confidently.

FAQs

What is the difference between a music license and a copyright assignment?

A music license, as outlined in Clause 3 of the agreement, grants specific, limited rights to use the music (e.g., for syncing in a web series like “The Next Rain”) while the Licensor (Sara) retains ownership. A copyright assignment transfers full ownership of the music to another party, which this agreement explicitly avoids. A license is like renting the music for a specific purpose, whereas an assignment is like selling it outright.

Why is it important to define the scope of the license clearly?

Defining the scope ensures the Licensee only uses the music (“Mazhai”) for agreed purposes, like the web series and promotional materials, and specifies whether the license is exclusive or non-exclusive, the duration, and the territory. Clear scope prevents disputes over unauthorised use, protects the Licensor’s rights to license the music elsewhere, and aligns expectations, as emphasised in the document’s key tips.

What are moral rights, and why do they matter in a music license agreement?

Moral rights (Clause 9) protect the creator’s personal connection to their work, ensuring Sara is credited as the composer and can object to changes that harm her reputation. Under Indian law, these rights are non-waivable and vital for preserving an artist’s integrity, especially in creative projects like “The Next Rain.”

How does the payment structure work in this agreement?

The Licensee pays a one-time license fee of INR 1,50,000, due within 15 days of signing, via bank transfer. The Licensee deducts applicable withholding taxes (TDS) and provides tax certificates. Late payments incur 12% annual interest. Clear payment terms, as noted in the document, prevent financial disputes and ensure Sara is fairly compensated.

What happens if either party breaches the agreement?

Clause 10 allows termination if a party materially breaches the agreement (e.g., Shreya uses “Mazhai” beyond the license scope) and fails to fix it within 30 days, or if either party becomes insolvent. Upon termination, Shreya must stop using the music and return or destroy copies. Certain clauses, like credit attribution and indemnity, survive termination to protect ongoing rights.

Why include a dispute resolution clause, and what does it involve?

The dispute resolution clause minimises costly litigation by requiring negotiation first, followed by mediation, and, if unresolved, litigation in Mumbai courts. This structured process, governed by Indian law, encourages amicable solutions and clarifies jurisdiction, reducing legal uncertainties for Sara and Shreya.

Can the Licensee use the music on all platforms worldwide forever?

Yes, the agreement grants a non-exclusive, worldwide, perpetual license for using “Mazhai” in “The Next Rain” and its promotional materials across all media (e.g., streaming platforms, TV). However, Sara retains ownership and can license the music to others, as it’s non-exclusive, ensuring she maintains control over future uses.

What protections are in place if a third party claims the music infringes their rights?

Clause 11 requires Sara to indemnify Shreya against claims if “Mazhai” infringes third-party rights, covering legal costs and damages. Conversely, Shreya indemnifies Sara if she misuses the music. This balances risk, ensuring both parties are protected from legal fallout.