M-Wakili

Ask a lawyer:
What should be included in a music licensing agreement?

Introduction

A music licensing agreement is a legal contract between the owner of a piece of music (the licensor) and a third party (the licensee) who wishes to use the music for various purposes. This agreement outlines the terms and conditions under which the music can be used, ensuring that the rights of the music owner are protected while allowing the licensee to legally use the music. In Kenya, music licensing agreements are governed by various laws and regulations, including the Copyright Act, 2001, and the Kenya Copyright Board (KECOBO) guidelines.

Table of Contents

  1. Parties Involved

  2. Grant of Rights

  3. Term and Territory

  4. Compensation

  5. Usage Restrictions

  6. Warranties and Representations

  7. Indemnification

  8. Termination

  9. Dispute Resolution

  10. Miscellaneous Provisions

  11. Conclusion

1. Parties Involved

  • Licensor: The individual or entity that owns the rights to the music. This could be the composer, songwriter, or a music publishing company.

  • Licensee: The individual or entity that wishes to use the music. This could be a filmmaker, advertising agency, or any other party interested in using the music.

Source: Copyright Act, 2001, Section 2 (Interpretation)

2. Grant of Rights

  • Exclusive or Non-Exclusive: The agreement should specify whether the license is exclusive (only the licensee can use the music) or non-exclusive (the licensor can grant the same rights to others).

  • Scope of Use: Detailed description of how the music can be used, such as in films, commercials, public performances, or digital platforms.

  • Rights Granted: Specific rights being granted, such as the right to reproduce, distribute, perform publicly, or create derivative works.

Source: Copyright Act, 2001, Section 26 (Rights of Copyright Owner)

3. Term and Territory

  • Duration: The length of time the license is valid. This could be a fixed term (e.g., one year) or tied to a specific project (e.g., the duration of a film's distribution).

  • Geographical Scope: The territories where the licensee is allowed to use the music. This could be limited to Kenya, specific regions, or worldwide.

Source: Copyright Act, 2001, Section 33 (Duration of Copyright)

4. Compensation

  • License Fee: The amount to be paid by the licensee for the use of the music. This could be a one-time fee or recurring payments.

  • Royalties: Any additional payments based on the revenue generated from the use of the music, such as a percentage of sales or box office earnings.

  • Payment Terms: The schedule and method of payment, including any advance payments or milestones.

Source: Copyright Act, 2001, Section 30 (Economic Rights)

5. Usage Restrictions

  • Limitations: Any specific restrictions on how the music can be used, such as prohibiting alterations or limiting the use to certain media.

  • Prohibited Uses: Any uses that are explicitly forbidden, such as using the music in a way that could harm the licensor's reputation.

Source: Copyright Act, 2001, Section 26 (Rights of Copyright Owner)

6. Warranties and Representations

  • Licensor's Warranties: The licensor should warrant that they own the rights to the music and have the authority to grant the license.

  • Licensee's Warranties: The licensee should warrant that they will use the music in accordance with the terms of the agreement and comply with all applicable laws.

Source: Copyright Act, 2001, Section 35 (Moral Rights)

7. Indemnification

  • Licensor's Indemnity: The licensor should agree to indemnify the licensee against any claims arising from a breach of the licensor's warranties.

  • Licensee's Indemnity: The licensee should agree to indemnify the licensor against any claims arising from the licensee's use of the music.

Source: General principles of contract law

8. Termination

  • Termination for Cause: Conditions under which either party can terminate the agreement, such as a breach of terms.

  • Termination for Convenience: Whether either party can terminate the agreement without cause, and any notice period required.

  • Effects of Termination: The consequences of termination, such as the return of materials and cessation of use.

Source: General principles of contract law

9. Dispute Resolution

  • Governing Law: The law that will govern the agreement, typically Kenyan law.

  • Arbitration or Mediation: Any agreed-upon methods for resolving disputes, such as arbitration or mediation.

  • Jurisdiction: The courts that will have jurisdiction over any legal disputes.

Source: Arbitration Act, 1995, Section 4 (Arbitration Agreement)

10. Miscellaneous Provisions

  • Entire Agreement: A clause stating that the agreement constitutes the entire understanding between the parties.

  • Amendments: How any changes to the agreement must be made, typically requiring written consent from both parties.

  • Notices: How notices should be given under the agreement, such as by mail or email.

  • Severability: A clause stating that if any part of the agreement is found to be invalid, the rest of the agreement will remain in effect.

Source: General principles of contract law

Conclusion

A well-drafted music licensing agreement is essential for protecting the rights of both the licensor and the licensee. By clearly outlining the terms and conditions of the license, both parties can avoid misunderstandings and legal disputes. In Kenya, such agreements are governed by the Copyright Act, 2001, and other relevant laws, ensuring that the rights of music creators and users are adequately protected.

Answered by mwakili.com