# Master + Sync Use License **TEMPLATE ONLY — not legal advice. Have an entertainment attorney review before signing.** --- This Master + Synchronization Use License (the "License") is entered into as of [EFFECTIVE DATE] by and between: - **Licensor:** [LICENSOR LEGAL NAME / COMPANY], with an address at [LICENSOR ADDRESS] ("Licensor"), which owns or controls the master recording and the underlying composition described below; and - **Licensee:** [LICENSEE LEGAL NAME / COMPANY], with an address at [LICENSEE ADDRESS] ("Licensee"). > **Plain-English summary (not part of the legal terms):** Licensee wants to use Licensor's song — both the **recording (master)** and the **song itself (composition/publishing)** — synchronized to picture in a specific project. This License grants that one specific use, for a defined media, term, and territory, in exchange for a one-time fee. It does not transfer ownership of anything. > **Two rights, sometimes two papers:** A "sync" use of an existing recording requires (1) a **synchronization license** for the composition (the song) and (2) a **master use license** for the specific recording. This template grants **BOTH** because Licensor controls both. **If the composition is co-written or co-published by parties not signing here, Licensee must clear those shares separately** — see Section 9. --- ## 1. Licensed Work 1.1 **Master recording ("Master"):** the sound recording titled **"[TRACK TITLE]"** as performed by **[ARTIST/PROFESSIONAL NAME]**, version: [ORIGINAL / RADIO EDIT / INSTRUMENTAL / REMIX BY ___ / OTHER], approximate duration [TRACK LENGTH], ISRC: [ISRC]. 1.2 **Composition ("Composition"):** the underlying musical composition embodied in the Master, written by [SONGWRITER(S)], ISWC: [ISWC], administered by [PUBLISHER/ADMIN]. 1.3 Licensor represents it controls **[LICENSOR'S MASTER SHARE, e.g., 100]%** of the Master and **[LICENSOR'S PUBLISHING SHARE, e.g., 50–100]%** of the Composition. *(If less than 100% of publishing, identify uncontrolled co-writers in Schedule A and require separate clearance in Section 9.)* --- ## 2. The Production / Permitted Use 2.1 **Production:** [PROJECT TITLE], a [FILM / EPISODIC SERIES (Season __, Episode __) / TRAILER / TV COMMERCIAL / DIGITAL AD / SOCIAL VIDEO / VIDEO GAME / PODCAST / CORPORATE/INTERNAL / WEDDING/EVENT VIDEO / OTHER] produced by [PRODUCER]. 2.2 **Manner of use:** [ ] background instrumental / [ ] background vocal / [ ] featured/visual vocal / [ ] main title / [ ] end credits / [ ] trailer/promo. The Master/Composition may be used [ ] in full / [ ] up to [USAGE LENGTH, e.g., 0:60] / [ ] for [NUMBER] cue(s). 2.3 **Number of uses:** [ ] one use / [ ] up to [N] uses within the Production. 2.4 Licensee may make customary edits (length, fades, looping for cue timing) but may **not** materially alter the lyrics, re-record, sample, or create a derivative/parody without Licensor's separate written approval. --- ## 3. Media, Term, Territory 3.1 **Media / Platforms:** [ALL MEDIA NOW KNOWN OR HEREAFTER DEVISED / specify: theatrical, broadcast TV, basic+pay cable, streaming/SVOD, AVOD, home video, in-context promotion, festival, free social media (YouTube/TikTok/Instagram), paid social/digital advertising, in-game]. **In-context promotion** (trailers, ads, EPK using the Production) is [ ] included / [ ] excluded. 3.2 **Term (license duration):** [ ] in perpetuity / [ ] [TERM LENGTH, e.g., 1, 3, 5 years] from the Effective Date / [ ] life of the Production. For advertising uses, the Term is typically the **flight/campaign period**: [CAMPAIGN START]–[CAMPAIGN END]. 3.3 **Territory:** [ ] the World / [ ] [LIST COUNTRIES/REGIONS] / [ ] North America / [ ] United States only. 3.4 **Festival/option carve-out (optional):** If this is an initial **festival/"film festival use only"** license, the broader media grant in 3.1 takes effect only upon Licensee's written exercise of the buy-out option in Section 4.4. --- ## 4. License Fee 4.1 **Total License Fee:** $[TOTAL FEE], allocated as: **Master use:** $[MASTER FEE]; **Sync (publishing):** $[SYNC FEE]. *(A 50/50 split of the total between master and sync is a common default for an even one-stop deal.)* 4.2 **Payment terms:** [ ] 100% on signature / [ ] 50% on signature, 50% on [first air/delivery] / [other]. Due within [PAYMENT DAYS, e.g., 30] days of invoice. No license rights vest until the initial payment is received. 4.3 **Most-favored-nations (MFN):** [ ] This fee is on an MFN basis with [the other side's master/sync fee / other licensors in the Production], meaning if a comparable license is granted on better economic terms, Licensor's fee adjusts up to match. / [ ] No MFN. 4.4 **Option / step-up fees (if festival or limited initial grant):** Festival use: $[FESTIVAL FEE]. Buy-out to all-media/term/territory in 3.1: additional $[BUYOUT FEE], exercisable by written notice within [OPTION WINDOW] of [festival premiere]. 4.5 **Performance royalties unaffected:** This License does **not** assign or waive public performance royalties. Licensee shall include the Composition on the Production's **music cue sheet** and submit it to the applicable PROs so Licensor and the writer(s) receive PRO performance income for broadcast/streaming performances. Cue-sheet submission is a material obligation. --- ## 5. Exclusivity 5.1 This License is **non-exclusive**. Licensor may license the Master and Composition to others. *(Default. Use 5.2 only if Licensee is paying for exclusivity.)* 5.2 **Optional exclusivity:** For an additional $[EXCLUSIVITY FEE], Licensor will not license the Licensed Work for use in [DEFINED CATEGORY, e.g., competing [PRODUCT CATEGORY] advertising] within [TERRITORY] during [EXCLUSIVITY PERIOD]. Exclusivity is limited strictly to the category and period stated; all other uses remain available to Licensor. --- ## 6. Credit 6.1 Where customary and feasible, Licensee shall accord the following credit in the Production's end credits and/or music section: > "[TRACK TITLE]" — Written by [SONGWRITER(S)]. Performed by [ARTIST/PROFESSIONAL NAME]. Courtesy of [LICENSOR / LABEL]. Published by [PUBLISHER] ([PRO]). 6.2 Inadvertent failure to provide credit is **not** a material breach if Licensee cures prospectively within [CREDIT CURE DAYS, e.g., 15] days of written notice. Credit on social/short-form may be given in caption/description where end-credit placement is impractical. --- ## 7. Licensor Warranties 7.1 Licensor warrants that it owns or controls the share of the Master and Composition stated in Section 1; has the right to grant this License; and that the Licensed Work, to Licensor's knowledge, does not infringe third-party rights **with respect to the share Licensor controls**. 7.2 Licensor makes **no** warranty as to any third-party share it does not control (see Section 9), or as to **samples, interpolations, or third-party recordings** embedded in the Master unless listed and cleared in Schedule A. 7.3 Licensor will indemnify Licensee for direct losses from a breach of Section 7.1, **capped at the total License Fee actually paid** (the "Liability Cap"), excluding consequential or punitive damages. --- ## 8. Licensee Warranties 8.1 Licensee warrants it will use the Licensed Work only as permitted here; will not use it in any [defamatory, hateful, unlawful, or specifically prohibited] context — including [POLITICAL / TOBACCO / ADULT / WEAPONS / OTHER PROHIBITED USE] — without Licensor's separate written approval; will submit the cue sheet per 4.5; and will pay all fees when due. 8.2 Licensee will indemnify Licensor for losses arising from the Production (other than the licensed musical use) and from Licensee's breach. --- ## 9. Third-Party Clearances (one-stop vs. split) 9.1 [ ] **One-stop:** Licensor controls 100% of both master and publishing; no further clearance needed. 9.2 [ ] **Split rights:** Licensor controls only the share in Section 1. Licensee is responsible, at its own cost, for separately clearing the remaining **[UNCONTROLLED %]%** of the [master / publishing] from [CO-OWNER(S) / OTHER PUBLISHER], listed in Schedule A. This License is valid only as to Licensor's controlled share. --- ## 10. General 10.1 **No assignment** by Licensee without Licensor's written consent, except to a successor-in-interest of the Production with notice. 10.2 **Reservation of rights.** All rights not expressly granted are reserved to Licensor. Ownership of the Master and Composition does not transfer. 10.3 **Notices** to the addresses above; email: Licensor [LICENSOR EMAIL] / Licensee [LICENSEE EMAIL]. 10.4 **Governing law / venue:** State of [GOVERNING STATE]; disputes in [court in [COUNTY/STATE] / arbitration per [RULES] in [LOCATION]]. 10.5 **Entire agreement / amendment** in a signed writing only. **Severability** preserves the remainder. This License may be signed in counterparts and by electronic signature. --- ## Signatures **Licensor** Signature: ________________________ Date: __________ Name / Title: [LICENSOR SIGNATORY], [TITLE] Company: [LICENSOR COMPANY] **Licensee** Signature: ________________________ Date: __________ Name / Title: [LICENSEE SIGNATORY], [TITLE] Company: [LICENSEE COMPANY] --- ## Schedule A — Licensed Work Detail & Third-Party Elements | Field | Detail | |-------|--------| | Track title | [TRACK TITLE] | | Artist | [ARTIST/PROFESSIONAL NAME] | | Version / duration | [VERSION] / [LENGTH] | | ISRC (master) | [ISRC] | | ISWC (composition) | [ISWC] | | Songwriter(s) & splits | [WRITER — %] | | Master owner(s) & splits | [OWNER — %] | | Publisher(s) / PRO | [PUBLISHER] / [ASCAP/BMI/SESAC] | | Samples / interpolations | [NONE / DESCRIBE + clearance status] | | Uncontrolled shares to clear | [DESCRIBE or "None"] | ## Schedule B — Use Summary (quick reference) - **Production:** [PROJECT TITLE] - **Use:** [MANNER OF USE] / [USAGE LENGTH] - **Media:** [MEDIA] - **Term:** [TERM] - **Territory:** [TERRITORY] - **Total fee:** $[TOTAL FEE] (Master $[MASTER FEE] / Sync $[SYNC FEE]) - **Exclusivity:** [YES — category/period / NO] - **Cue sheet required:** Yes