Drafting a License Agreement to Protect Your Media Rights

Key Elements of a Strong Licensing Agreement

Identify the Parties

• Clearly state who is giving the license (licensor) and who is receiving it (licensee).
• Use exact legal names and addresses.

• Check the official trade registry to confirm the other party’s existence.
• Verify the legal name, registration number, and address of the entity.
• Cross-check for any discrepancies to avoid potential fraud.
• Verify that the individuals negotiating or signing on behalf of the company are legally authorized representatives.
• Request documentation such as power of attorney or board resolution, if necessary.

• Identify the products to license, e.g., TV shows, movies, or episodes. Be as precise as possible.
• Use specific details like titles, formats, or versions to avoid any misunderstanding.

• Clearly state whether the license is exclusive, non-exclusive, or a sole license.
• Describe the rights in detail, including distribution, reproduction, adaptation, and performance rights.
• Make sure to include whether sub-licensing is included in the granted rights and if so, the scope thereof.

• Specify where (territory) and for how long (duration) the license is valid.
• Consider defining renewal or termination provisions.

• Describe the permitted and forbidden uses of the licensed material.
• Include clauses that prevent sublicensing and unauthorized modifications.
• Include additional rights for marketing if you see fit. Such as using the other party’s logo for advertising purposes.

• Specify the payment structures: whether it’s a flat fee, revenue share, or royalties. If the fee may change in the contract term, add a clause for handling the negotiation process.
• Include schedules, payment options, and bank account details.
• If there is a beneficiary other than the contracting parties, be sure then include them in the contract.

• Establish the quality standards relating to the use of content, including branding guidelines and technical requirements.
• Include a review process for approvals.

• Require the licensee to provide periodic usage reports to ensure compliance.
• Include auditing rights to verify the data reported.

• Protect proprietary business information shared during the licensing relationship. Be sure to include what constitutes a breach and what does not.

• State what constitutes a breach of the parties’ obligations.
• State conditions under which either party may terminate the agreement and when.
• Discuss post-termination obligations, including ceasing to use content, payment terms, etc.

• Include a clause elaborating on the dispute resolution mechanism, such as mediation, arbitration, or litigation.
• Choose a governing law and jurisdiction.

• Require the licensee to indemnify any claims that might result from their use of the content.
• Require the licensor to indemnify any claims that might result from the nature of their creation of the content.
• Limit your liability to protect against significant claims.

• Research the specific legal requirements of the state governing the agreement.
• Determine whether the state imposes restrictions on the types of items that can be licensed (e.g., intellectual property, tangible goods, or digital content).
• Ensure that the language used in the agreement complies with the legal and regulatory standards of the governing state.
• Avoid using generic templates that may not meet state-specific requirements.
• Include clauses that are legally required in the governing state, such as consumer protection disclosures or limitations on liability.
• Ensure that optional clauses, like indemnification or confidentiality, align with state laws.
• Verify if additional licenses or permits are required to operate under the agreement in the governing state.
• Ensure compliance with registration or filing requirements where applicable.

• Consult an attorney familiar with the laws of the governing state to review the agreement.
• Address any potential conflicts between state-specific laws and the terms of the agreement.

1. Tailor the Agreement to Your Unique Needs
   • Avoid using template agreements; draft an agreement that captures the unique features of your media content.
2. Anticipate Future Advances
   • Create design flexibility for future technological innovations, such as streaming services or new distribution channels.
3. Engage in Collaboration with Legal Specialists
   • Collaborate with an intellectual property attorney to draft, review, or negotiate contractual provisions.