Get Your Music Out There!
As explained on the “Song Writing and Song Rights” page, ‘publishing’ your music is the act of making it public. In other words, getting your songs played, performed, recorded or used.

More specifically, ‘licensing’ your work is giving someone in particular, like a label, artist or film maker, the right to do one or more things that you as a song’s “copyright owner” can do.

If you do decide to use a music publisher, you should get a publishing contract of some kind. Ditto, if you intend to licence your music to somebody, you should use a licence agreement. See the “Contracts Generally” page for more on the use and importance of written contracts.

And as always, do your research on whoever you’re gonna contract with, to satisfy yourself they can do what they say they’ll do, and have a good track record in the area, or generally.

Types of Publishing Agreements
If you have reached the stage of having your music published, then there are various options:

• Single-song assignment: publishing in “diet form”, you assign one song, transferring the copyright in the musical work to the publisher for an agreed term, in return for royalties;
• Specific-Works Agreements: similar to the single-song agreement but involving a larger number of songs (so not a fully fledged publishing deal, maybe a “reduced fat” variety?);
• Term Publishing Agreements: the “full fat” form, an agreement under which you, as a song writer, effectively hand over your exclusive rights to a publisher for a specific term, by giving the publisher the exclusive right to publish all songs you write during that time;
• Writer-for-hire-agreement: although not many publishing companies have song writers as staff any more, a publisher may hire you as a songwriter under a term publishing deal, and pay you monthly advances in return for you writing a minimum number of works; or
• Administration Agreements: where both you and a publisher look for means to exploit your works, but the publisher is largely responsible for the administrative side of things.
• Self-Publishing: is an option to consider if you are want to maintain control of the publishing process, and are also in a position to fund yourself, promote yourself, and handle all the administrative work.

The most common of these options is the ‘term publishing deal’, which can often come hand-in-hand with a recording deal, or precede it when interest is starting to mount in your songs.

For this reason, the typical terms and conditions of publishing agreements discussed below really apply to term publishing deals, but the concepts are generally similar for other deals.

Of course each option has its advantages and disadvantages, depending on your situation, so it’s a very good idea to get legal advice on any publishing arrangement you plan to enter into.

To License or Assign? Transferring Your Copyright
To give a publisher the ability to do the things that you as copyright owner have the exclusive right to do, you will need to give the publisher a legal right to do so. This can occur by either assigning your rights or simply licensing them. Its an important difference! Should you grant a full assignment of the rights in your music to a publisher, or just grant an exclusive license?

If you assign your rights, the publisher becomes the owner of the copyright, because you are actually transferring your rights in the songs. It's like selling your house to someone to live in! (although you should get the rights back when the term of the publishing agreement expires).

By contrast, if you only grant a license to your works, you remain the owner at all times, but are allowing the publisher to use some of your rights. More like renting a house to someone!

Whether you assign or licence really depends on what you want to do with your music during the term (or time period) your publishing agreement is in force - and your bargaining position with the publisher. If you assign, you lose a lot of control over your music and you rights are more limited. With a licence, you can control your music to a greater degree and still do a lot with it. You can limit an assignment or licence, as to the time or the territory (if not the world then parts of it, or Australia) for which it is granted, or the particular rights it applies to. You can also try to restrict a publisher’s ability to abuse your rights (i.e.. not to adapt your music).

In most cases, a publisher will want an assignment not a licence, so you’ll have to rely on the terms of your publishing agreement to protect your rights, and ensure they come back to you!

A Quick Tour of a Typical Publishing Contract
The following is quick tour through typical clauses in a music publishing contract, based on one of the most common types - a term publishing agreement - where, for the contract term, the publisher will own all of the song copyright that comes into existence during that time.

Term and Period of Retention
In the past, publishers often controlled copyright in music over the entire copyright period.

These days, it’s more common for music to be assigned to publishers for terms of 3 to 5 years plus an additional “retention period” of a further 3 to 10 years. During the “retention period”, the publisher retains ownership and control of all copyright it acquires from you during the “term”. In other words, the “term” is the period of time during which every song you write will be “caught” by the publishing contract. Everything that is “caught” then stays subject to the contract for the remainder of the “term” and the full “retention period”. After the “term”, but during the “retention period”, any songs you write shouldn’t be “caught” by the contract.

At the expiry of the “retention period” (or if the retention period is terminated for any reason, such as if the publisher commits and doesn’t fix a breach of the contract, or it goes bankrupt), the copyright in all the “caught” works should revert back to you, under the contract’s terms.

The “retention period” may also be extended, if the income earned through the retention period has not been sufficient to recoup any “advances” paid by the publisher to you as song writer.

“Caught” Works
In general terms, a publishing agreement will usually “catch” all musical works - music and lyrics - written by the writer during the “term”. It will often also catch all songs written prior to the “term” that are not already subject to an existing publishing agreement. Songs can be “caught” whether they’re written by a writer solo or with others not subject to the agreement. Its important to make sure you understand what musical works are “caught” by your contract.

Advances
A publisher may often pay a cash “advance” to its song writer based on what it considers is a reasonable estimate of the writer’s (or songs’) earnings. In the Australian music world, there is not really a going rate for advances, so it could be anything between $50 and $50,000! The most important thing to remember is that even though its cold cash in your pocket, for you to spend, “advances” paid by a publisher will almost always be fully recoupable from royalties. In other words, you have to repay the advance from any income you earn under the contract.

Be aware of clauses dealing with advances, and ensure that money spent on your behalf (but not actually paid to you) by a publisher is not treated as an advance without your approval (or at least, your knowledge). This is definitely an area to seek legal (or financial) advice on, but advance clauses should be clear on the amount involved, and how and when it is repayable.

You should make sure you get professional advice on how this works, and may affect you.

Royalties and Types of Income
A “royalty” is a payment, set out in the terms of a contract, of a share of income earned from the licensing or use of the copyright in a musical work (or any other “work”, for that matter). A royalty can be paid to you (or anyone) regardless of copyright ownership - its contractual.

There are three main areas in which you can earn royalties from your musical works; sheet music, “performing rights” income and “mechanical rights” income. But there are others.

Royalty rates (or percentages) can vary across these areas, and there are not really any sort of “standard” rates, but most often, publishers take 60% to 90%, and give writers 10% to 40%.

Sheet music royalties relate to sales of sheet music. The royalty may be a percentage of retail price. If a song is in a songbook or folio, your income depends on the number of songs in it.

The “performing rights” income is a major area of income for songwriters (published or not). If you are a member of APRA, it will pass directly to you 50% of performing rights income it collects, and the other 50% to your publisher. Your 50% is referred to as the “writer’s share”. You may then be entitled to split the publisher’s 50% according to the royalty rates agreed in your publishing agreement. So, for example, you will receive your 50% “writer’s share” from APRA, and then 10% to 40% of the 50% that the publisher receives from APRA. This second split will be set in the agreement between you and your publisher (a publisher’s share is one of the ways it recoups advances paid to you) but APRA’s “writer’s share” can’t be altered.

The “mechanical rights” (or “mechanical copyright”) income relates to the making of a sound recording of a musical work. “Mechanical royalties” are payments required by the Copyright Act to be made to a copyright owner (you, or your publisher if you assigned your copyright...) by any person making a sound recording of a work. This ‘statutory’ payment is discussed on the “Song Writing and Song Rights” page, but it can also be split under a publishing contract. In Australia, the split is often between 60% and 75%, but can be higher for “cover versions”.

“Synchronisation rights” are another main source of income. These relate to use of a song in advertisements, film and TV (i.e. “synchronising” your music into a film or TV audio track). Your royalty share may be lower, due to the higher degree of work required by a publisher.

Other kinds of income exist, and as a general rule, the 10% to 40% rates apply. For these, or in fact any, royalty rates in publishing, remember they are negotiable. Think of it as the price you haggle over in buying or selling a car: if you have the bargaining power, get a good deal.

‘At Source’ Vs ‘Net Receipts’
Royalty rates are one thing. Equally important is what the rate applies to, or, what the share is a share of: 50% of $100 is a lot better than 90% of $40. 100% of nothing, is still nothing.

You need to ensure that the “royalty base” in your publishing agreement is OK. Traditionally, there have been two different methods for calculating royalties, “at source” or “net receipts”.

“At source” means the gross or “total” income earned from a song in each country where it is released, allowing only specific deductions like withholding tax or the country’s other taxes.

By contrast, “net receipts” means the gross amount earned after deducting similar amounts, as well as any deduction for a sub-publisher’s commission or other costs of the publisher. You can see how easily “net receipts” can be a lot less than “at source” or “gross receipts”!

The most likely base for payment of publishing royalties is “net receipts”. If you do insist on “at source”, you’ll probably find the royalty rate is negotiated to produce roughly the same result in any case, so that there is enough of a margin for your publisher to make a profit. The main thing is really to ensure that any deductions included under a “net receipts” deal are fair and properly described in your contract so that there’s no ambiguity about what is deducted.

As set out above, it’s a very good idea to get professional advice on this aspect of your deal.

Sub-publisher’s Commission
If your potential for success include international markets, your publisher will probably enlist a “sub-publisher” in each relevant country, to promote and publish your song or songs with the benefit of its local knowledge and contacts. Sub-publishers usually charge a commission, which is often 10% to 15% of total royalty income collected by it. As this comes out before you get your share (as set out above), you should make sure you have some control over it, either by way of approval or a “cap”. You may even want to be able to “approve” each one.

Writer’s Warranties
You will typically find a clause in a publishing agreement that sets out various warranties (or “promises”) to be given by you. These include all your musical works are original works, you have the power to assign (or licence) the copyright to the publisher, and that you “indemnify” (or promise to compensate) the publisher for any loss suffered if you breach these warranties.

These are fairly standard, to protect the publisher’s interests. Check each carefully though, to be sure you can make that kind of warranty or promise, and if in doubt, seek legal advice.

Publisher’s Obligations
At a minimum, there should be an obligation that the publisher will do everything to ‘exploit’ your songs, as well as to make royalty payments to you and to protect your copyright. If you have any other expectations of your publisher, you should discuss these and include them. These obligations become important in determining your ability to terminate your agreement.

Your agreement could also include a clause that the copyright in any works is re-assigned to you if the publisher does not exploit them within a certain timeframe: two years, for example.

Royalty Accounting
Accounts are usually done every 6-months ending 30 June and 31 December, or quarterly (every 3 months), with delivery of accounts and payment (hooray!), within 60-90 days after. It can be worthwhile ensuring you have the right to “audit” or examine accounting records.

Other Matters
A publisher may want to able to assign its rights in your music to other parties. Ideally, this should only occur with your prior, written consent - so you know who it is getting involved!! Or, the contract may restrict any assignment to holding companies of the publisher, and state that any new publisher will agree to perform the publisher’s obligation under your contract.

You should have a specific right to terminate your publishing contract for publisher’s breach.

The information above is only an overview of publishing contracts, and as that saying goes, “the devil is in the detail”. It is definitely best to get legal advice on your publishing contract.

Song Licensing
You may decide not to go with a music publisher. However, it will still be important to get your music out there! To get your music used and performed, you may enter into various kinds of licence agreements, to grant users rights to do what they need to with your music.

Licensing the rights in your work is different from assigning them, as discussed earlier on and above.

Unlike an assignment, which involves the complete transfer of ownership in the songs, under a licence, you remain owner of the copyright in your work, but you give a user the authority to exploit the copyright. Unlike publishing agreements, licensing is more common, and more acceptable, for a single “end user” of your musical work, and it gives you much more control.

Whether its a film producer wanting to use the song in a film, an artist wishing to re-record it or a composer wishing to re-arrange it, licensing can be done by via a simple licence contract.

Some of the main points to consider in a licence agreement are as follows:

• Term: As the licensor of your music, you should aim to keep this as short as you can. Anything from 1-3 years is probably acceptable. It can always be extended if need be.
• Territory; Decide the extent of the area that you want to grant the licence in (i.e. is it just Western Australia, or Australia or the world?) Keep it to what’s actually needed.
• Use: the contract should clearly set out exactly what the user (or “licensee”) will be able to do with the song. The more defined the “use” is, clearer your licence will be.
• Exclusivity: if a user wants “exclusive” rights, be aware that this means that you can’t give similar rights to that song to anyone else for as long as the licence is in force. If you don’t want to restrict yourself like this, the licence should clearly be “non-exclusive”. If you want to use the song that way yourself, it should be “sole”.
• Royalties: The contract should set out clearly the royalties you will entitled to under the licence, including different sources, methods of calculation and any audit rights.
• Warranties: Like a publishing agreement you may be expected to give “warranties” that the songs are original, you have power to grant the relevant rights (“exclusive” or otherwise) and you may be asked to indemnify the user for any losses it suffers.
• Termination: as with any agreement, you should have a good termination clause.
• Rights at the end of the term: Unlike an assignment, which requires re-assignment of rights at the end of the term, under a licence, your rights will automatically return to you when the contract expires, but you can require a user to do things to back this.

As with any binding agreement that you may enter, it is best to seek legal advice before you sign away! See ‘Contracts Generally’ for more info on the value of a written contract to you.

For more discussion of typical clauses in a music licence agreement, see “Record Labels and Licensing” but, keep in mind this deals with licences of recordings rather than of songs.

Further Information and Advice
The Arts Law Centre of Australia has a checklist of key issues in music publishing contracts (go to www.artslaw.com.au/documents/artpluslaw/music); and can advise on your contract.

Get Your Music Out There!
As explained on the “Song Writing and Song Rights” page, ‘publishing’ your music is the act of making it public. In other words, getting your songs played, performed, recorded or used.

More specifically, ‘licensing’ your work is giving someone in particular, like a label, artist or film maker, the right to do one or more things that you as a song’s “copyright owner” can do.

If you do decide to use a music publisher, you should get a publishing contract of some kind. Ditto, if you intend to licence your music to somebody, you should use a licence agreement. See the “Contracts Generally” page for more on the use and importance of written contracts.

And as always, do your research on whoever you’re gonna contract with, to satisfy yourself they can do what they say they’ll do, and have a good track record in the area, or generally.

Types of Publishing Agreements
If you have reached the stage of having your music published, then there are various options:

• Single-song assignment: publishing in “diet form”, you assign one song, transferring the copyright in the musical work to the publisher for an agreed term, in return for royalties;
• Specific-Works Agreements: similar to the single-song agreement but involving a larger number of songs (so not a fully fledged publishing deal, maybe a “reduced fat” variety?);
• Term Publishing Agreements: the “full fat” form, an agreement under which you, as a song writer, effectively hand over your exclusive rights to a publisher for a specific term, by giving the publisher the exclusive right to publish all songs you write during that time;
• Writer-for-hire-agreement: although not many publishing companies have song writers as staff any more, a publisher may hire you as a songwriter under a term publishing deal, and pay you monthly advances in return for you writing a minimum number of works; or
• Administration Agreements: where both you and a publisher look for means to exploit your works, but the publisher is largely responsible for the administrative side of things.
• Self-Publishing: is an option to consider if you are want to maintain control of the publishing process, and are also in a position to fund yourself, promote yourself, and handle all the administrative work.

The most common of these options is the ‘term publishing deal’, which can often come hand-in-hand with a recording deal, or precede it when interest is starting to mount in your songs.

For this reason, the typical terms and conditions of publishing agreements discussed below really apply to term publishing deals, but the concepts are generally similar for other deals.

Of course each option has its advantages and disadvantages, depending on your situation, so it’s a very good idea to get legal advice on any publishing arrangement you plan to enter into.

To License or Assign? Transferring Your Copyright
To give a publisher the ability to do the things that you as copyright owner have the exclusive right to do, you will need to give the publisher a legal right to do so. This can occur by either assigning your rights or simply licensing them. Its an important difference! Should you grant a full assignment of the rights in your music to a publisher, or just grant an exclusive license?

If you assign your rights, the publisher becomes the owner of the copyright, because you are actually transferring your rights in the songs. It's like selling your house to someone to live in! (although you should get the rights back when the term of the publishing agreement expires).

By contrast, if you only grant a license to your works, you remain the owner at all times, but are allowing the publisher to use some of your rights. More like renting a house to someone!

Whether you assign or licence really depends on what you want to do with your music during the term (or time period) your publishing agreement is in force - and your bargaining position with the publisher. If you assign, you lose a lot of control over your music and you rights are more limited. With a licence, you can control your music to a greater degree and still do a lot with it. You can limit an assignment or licence, as to the time or the territory (if not the world then parts of it, or Australia) for which it is granted, or the particular rights it applies to. You can also try to restrict a publisher’s ability to abuse your rights (i.e.. not to adapt your music).

In most cases, a publisher will want an assignment not a licence, so you’ll have to rely on the terms of your publishing agreement to protect your rights, and ensure they come back to you!

A Quick Tour of a Typical Publishing Contract
The following is quick tour through typical clauses in a music publishing contract, based on one of the most common types - a term publishing agreement - where, for the contract term, the publisher will own all of the song copyright that comes into existence during that time.

Term and Period of Retention
In the past, publishers often controlled copyright in music over the entire copyright period.

These days, it’s more common for music to be assigned to publishers for terms of 3 to 5 years plus an additional “retention period” of a further 3 to 10 years. During the “retention period”, the publisher retains ownership and control of all copyright it acquires from you during the “term”. In other words, the “term” is the period of time during which every song you write will be “caught” by the publishing contract. Everything that is “caught” then stays subject to the contract for the remainder of the “term” and the full “retention period”. After the “term”, but during the “retention period”, any songs you write shouldn’t be “caught” by the contract.

At the expiry of the “retention period” (or if the retention period is terminated for any reason, such as if the publisher commits and doesn’t fix a breach of the contract, or it goes bankrupt), the copyright in all the “caught” works should revert back to you, under the contract’s terms.

The “retention period” may also be extended, if the income earned through the retention period has not been sufficient to recoup any “advances” paid by the publisher to you as song writer.

“Caught” Works
In general terms, a publishing agreement will usually “catch” all musical works - music and lyrics - written by the writer during the “term”. It will often also catch all songs written prior to the “term” that are not already subject to an existing publishing agreement. Songs can be “caught” whether they’re written by a writer solo or with others not subject to the agreement. Its important to make sure you understand what musical works are “caught” by your contract.

Advances
A publisher may often pay a cash “advance” to its song writer based on what it considers is a reasonable estimate of the writer’s (or songs’) earnings. In the Australian music world, there is not really a going rate for advances, so it could be anything between $50 and $50,000! The most important thing to remember is that even though its cold cash in your pocket, for you to spend, “advances” paid by a publisher will almost always be fully recoupable from royalties. In other words, you have to repay the advance from any income you earn under the contract.

Be aware of clauses dealing with advances, and ensure that money spent on your behalf (but not actually paid to you) by a publisher is not treated as an advance without your approval (or at least, your knowledge). This is definitely an area to seek legal (or financial) advice on, but advance clauses should be clear on the amount involved, and how and when it is repayable.

You should make sure you get professional advice on how this works, and may affect you.

Royalties and Types of Income
A “royalty” is a payment, set out in the terms of a contract, of a share of income earned from the licensing or use of the copyright in a musical work (or any other “work”, for that matter). A royalty can be paid to you (or anyone) regardless of copyright ownership - its contractual.

There are three main areas in which you can earn royalties from your musical works; sheet music, “performing rights” income and “mechanical rights” income. But there are others.

Royalty rates (or percentages) can vary across these areas, and there are not really any sort of “standard” rates, but most often, publishers take 60% to 90%, and give writers 10% to 40%.

Sheet music royalties relate to sales of sheet music. The royalty may be a percentage of retail price. If a song is in a songbook or folio, your income depends on the number of songs in it.

The “performing rights” income is a major area of income for songwriters (published or not). If you are a member of APRA, it will pass directly to you 50% of performing rights income it collects, and the other 50% to your publisher. Your 50% is referred to as the “writer’s share”. You may then be entitled to split the publisher’s 50% according to the royalty rates agreed in your publishing agreement. So, for example, you will receive your 50% “writer’s share” from APRA, and then 10% to 40% of the 50% that the publisher receives from APRA. This second split will be set in the agreement between you and your publisher (a publisher’s share is one of the ways it recoups advances paid to you) but APRA’s “writer’s share” can’t be altered.

The “mechanical rights” (or “mechanical copyright”) income relates to the making of a sound recording of a musical work. “Mechanical royalties” are payments required by the Copyright Act to be made to a copyright owner (you, or your publisher if you assigned your copyright...) by any person making a sound recording of a work. This ‘statutory’ payment is discussed on the “Song Writing and Song Rights” page, but it can also be split under a publishing contract. In Australia, the split is often between 60% and 75%, but can be higher for “cover versions”.

“Synchronisation rights” are another main source of income. These relate to use of a song in advertisements, film and TV (i.e. “synchronising” your music into a film or TV audio track). Your royalty share may be lower, due to the higher degree of work required by a publisher.

Other kinds of income exist, and as a general rule, the 10% to 40% rates apply. For these, or in fact any, royalty rates in publishing, remember they are negotiable. Think of it as the price you haggle over in buying or selling a car: if you have the bargaining power, get a good deal.

‘At Source’ Vs ‘Net Receipts’
Royalty rates are one thing. Equally important is what the rate applies to, or, what the share is a share of: 50% of $100 is a lot better than 90% of $40. 100% of nothing, is still nothing.

You need to ensure that the “royalty base” in your publishing agreement is OK. Traditionally, there have been two different methods for calculating royalties, “at source” or “net receipts”.

“At source” means the gross or “total” income earned from a song in each country where it is released, allowing only specific deductions like withholding tax or the country’s other taxes.

By contrast, “net receipts” means the gross amount earned after deducting similar amounts, as well as any deduction for a sub-publisher’s commission or other costs of the publisher. You can see how easily “net receipts” can be a lot less than “at source” or “gross receipts”!

The most likely base for payment of publishing royalties is “net receipts”. If you do insist on “at source”, you’ll probably find the royalty rate is negotiated to produce roughly the same result in any case, so that there is enough of a margin for your publisher to make a profit. The main thing is really to ensure that any deductions included under a “net receipts” deal are fair and properly described in your contract so that there’s no ambiguity about what is deducted.

As set out above, it’s a very good idea to get professional advice on this aspect of your deal.

Sub-publisher’s Commission
If your potential for success include international markets, your publisher will probably enlist a “sub-publisher” in each relevant country, to promote and publish your song or songs with the benefit of its local knowledge and contacts. Sub-publishers usually charge a commission, which is often 10% to 15% of total royalty income collected by it. As this comes out before you get your share (as set out above), you should make sure you have some control over it, either by way of approval or a “cap”. You may even want to be able to “approve” each one.

Writer’s Warranties
You will typically find a clause in a publishing agreement that sets out various warranties (or “promises”) to be given by you. These include all your musical works are original works, you have the power to assign (or licence) the copyright to the publisher, and that you “indemnify” (or promise to compensate) the publisher for any loss suffered if you breach these warranties.

These are fairly standard, to protect the publisher’s interests. Check each carefully though, to be sure you can make that kind of warranty or promise, and if in doubt, seek legal advice.

Publisher’s Obligations
At a minimum, there should be an obligation that the publisher will do everything to ‘exploit’ your songs, as well as to make royalty payments to you and to protect your copyright. If you have any other expectations of your publisher, you should discuss these and include them. These obligations become important in determining your ability to terminate your agreement.

Your agreement could also include a clause that the copyright in any works is re-assigned to you if the publisher does not exploit them within a certain timeframe: two years, for example.

Royalty Accounting
Accounts are usually done every 6-months ending 30 June and 31 December, or quarterly (every 3 months), with delivery of accounts and payment (hooray!), within 60-90 days after. It can be worthwhile ensuring you have the right to “audit” or examine accounting records.

Other Matters
A publisher may want to able to assign its rights in your music to other parties. Ideally, this should only occur with your prior, written consent - so you know who it is getting involved!! Or, the contract may restrict any assignment to holding companies of the publisher, and state that any new publisher will agree to perform the publisher’s obligation under your contract.

You should have a specific right to terminate your publishing contract for publisher’s breach.

The information above is only an overview of publishing contracts, and as that saying goes, “the devil is in the detail”. It is definitely best to get legal advice on your publishing contract.

Song Licensing
You may decide not to go with a music publisher. However, it will still be important to get your music out there! To get your music used and performed, you may enter into various kinds of licence agreements, to grant users rights to do what they need to with your music.

Licensing the rights in your work is different from assigning them, as discussed earlier on and above.

Unlike an assignment, which involves the complete transfer of ownership in the songs, under a licence, you remain owner of the copyright in your work, but you give a user the authority to exploit the copyright. Unlike publishing agreements, licensing is more common, and more acceptable, for a single “end user” of your musical work, and it gives you much more control.

Whether its a film producer wanting to use the song in a film, an artist wishing to re-record it or a composer wishing to re-arrange it, licensing can be done by via a simple licence contract.

Some of the main points to consider in a licence agreement are as follows:

• Term: As the licensor of your music, you should aim to keep this as short as you can. Anything from 1-3 years is probably acceptable. It can always be extended if need be.
• Territory; Decide the extent of the area that you want to grant the licence in (i.e. is it just Western Australia, or Australia or the world?) Keep it to what’s actually needed.
• Use: the contract should clearly set out exactly what the user (or “licensee”) will be able to do with the song. The more defined the “use” is, clearer your licence will be.
• Exclusivity: if a user wants “exclusive” rights, be aware that this means that you can’t give similar rights to that song to anyone else for as long as the licence is in force. If you don’t want to restrict yourself like this, the licence should clearly be “non-exclusive”. If you want to use the song that way yourself, it should be “sole”.
• Royalties: The contract should set out clearly the royalties you will entitled to under the licence, including different sources, methods of calculation and any audit rights.
• Warranties: Like a publishing agreement you may be expected to give “warranties” that the songs are original, you have power to grant the relevant rights (“exclusive” or otherwise) and you may be asked to indemnify the user for any losses it suffers.
• Termination: as with any agreement, you should have a good termination clause.
• Rights at the end of the term: Unlike an assignment, which requires re-assignment of rights at the end of the term, under a licence, your rights will automatically return to you when the contract expires, but you can require a user to do things to back this.

As with any binding agreement that you may enter, it is best to seek legal advice before you sign away! See ‘Contracts Generally’ for more info on the value of a written contract to you.

For more discussion of typical clauses in a music licence agreement, see “Record Labels and Licensing” but, keep in mind this deals with licences of recordings rather than of songs.

Further Information and Advice
The Arts Law Centre of Australia has a checklist of key issues in music publishing contracts (go to www.artslaw.com.au/documents/artpluslaw/music); and can advise on your contract.