Music Licence Agreement (UK)

Under UK copyright law, a single piece of recorded music can involve two distinct and separate copyrights, each owned by different parties and requiring separate licences. The first is the musical work copyright, which protects the melody and the lyrics of a song. This copyright belongs to the songwriter or composer (or, if created in the course of employment, to the employer). In the UK, the musical work copyright is typically administered by performing rights organisations — in particular, PRS for Music (the Performing Right Society), which collects royalties on behalf of songwriters, composers, and music publishers for public performances and broadcasts of their compositions. The second is the sound recording copyright (also called the master recording copyright), which protects the specific recorded performance of the song — the particular studio or live recording. This copyright belongs to the recording artist or, more commonly, to the record label that owns the master recording. In the UK, the sound recording copyright is administered by PPL (Phonographic Performance Limited), which collects royalties on behalf of record labels and recording artists for public performance and broadcast of their recordings. Clearing the rights to use a piece of commercial recorded music in any project almost always requires separate licences from both sets of rights holders — one from the music publisher (or PRS for Music in respect of public performance) for the composition, and one from the record label (or PPL for broadcasts) for the master recording.

A synchronisation licence (commonly called a 'sync licence') is a licence granted by the copyright owner of a musical composition (the publisher or songwriter) to use the musical composition in synchronisation with moving images — that is, as the soundtrack or background music in a film, television programme, advertisement, video game, or other audiovisual work. The right to synchronise music with visual images is one of the exclusive rights comprised within the copyright bundle for musical works under section 17(6) of the Copyright, Designs and Patents Act 1988, which covers the making of copies of a work in any form (including in an audiovisual format). In the UK, synchronisation licences for musical compositions must be obtained directly from the music publisher or songwriter (or their agent), as they are not administered by PRS for Music's blanket licensing schemes. Alongside the synchronisation licence for the composition, a master use licence must be obtained separately from the owner of the specific sound recording (usually the record label) to use that particular recording in the audiovisual work. If the production uses its own original score or a specially commissioned recording, the synchronisation licence is for the composition only and a master use licence may not be required. Sync licensing is one of the more commercially significant areas of music licensing in the UK, with fees varying widely depending on the nature of the media, the territory, the duration of the licence, and the prominence of the music in the work.

PRS for Music (Performing Right Society for Music Limited) is a UK collecting society that manages the public performance and broadcasting rights in musical compositions and lyrics on behalf of songwriters, composers, lyricists, and music publishers. When a musical work is performed in public, broadcast on radio or television, played in a venue, used on a streaming service, or played as background music in any public space, a licence from PRS for Music is generally required. PRS for Music issues blanket licences that cover the entire repertoire of its member songwriters and publishers, rather than requiring individual licences for each song. Common situations requiring a PRS for Music licence in the UK include: playing background music in a shop, restaurant, hotel, gym, or office; broadcasting music on commercial radio or television; running a live music venue; and making music available on an on-demand streaming service. However, a PRS for Music blanket licence does not cover the use of music in a specific one-off production such as a film, advertisement, or corporate video — for these uses, a separate synchronisation licence must be obtained directly from the music publisher. The Music Licence Agreement template addresses the allocation of responsibility between the licensor and licensee for obtaining any PRS for Music and PPL licences required for the Permitted Use.

Yes, moral rights apply to musical works in England and Wales under Chapter IV of the Copyright, Designs and Patents Act 1988, although their application to music is more limited than to other creative works. The right of paternity (section 77 CDPA 1988) — the right to be identified as the composer or lyricist of a musical work — must be asserted by the author before it applies. Once asserted, the right requires that the composer is credited wherever the musical work is published, performed in public, communicated to the public, or copied. The right of integrity (section 80 CDPA 1988) — the right to object to derogatory treatment of a work — applies to musical works and gives the composer the right to object to alterations that amount to a distortion or mutilation of the work, or that are otherwise prejudicial to the composer's honour or reputation. It is important to note that moral rights in musical works do not apply to recordings broadcast by wireless means (section 79(5) CDPA 1988), so the right of paternity does not apply to radio broadcasts. Moral rights cannot be assigned under English law but can be waived in writing under section 87 CDPA 1988. A music licence agreement should address moral rights — typically by acknowledging the composer's right of paternity and requiring the licensee to confirm appropriate credits are given, and (if agreed) by including a limited moral rights waiver to allow the licensee to edit the work within agreed parameters.

The distinction between an exclusive and a non-exclusive music licence is one of the most commercially significant aspects of any music licensing negotiation. A non-exclusive licence is the most common arrangement in music licensing. It grants the licensee the right to use the music in the specified way, in the specified territory, and for the specified term, but the licensor remains free to grant the same or similar licences to other parties simultaneously. For example, a music library may licence the same track to hundreds of different content creators under non-exclusive agreements. Non-exclusive licences are generally less expensive than exclusive licences precisely because they do not restrict the licensor's commercial freedom. An exclusive licence, by contrast, prevents the licensor from granting any other party a licence of the same type (same use, same territory, same term) during the licence period. An exclusive licence can only be granted by the copyright owner of the relevant rights — a non-exclusive licensee cannot grant an exclusive sub-licence. Under section 92(1) of the CDPA 1988, an exclusive licence must be in writing and signed by the copyright owner to be effective. A sole licence is a variant that grants the licensee the exclusive right to use the work in the specified manner but reserves to the licensor the right to use the work themselves (unlike a true exclusive licence under which even the licensor is excluded from the licensed use).

When a music licence agreement reaches the end of its term in England and Wales, the licensee's right to use the licensed music ceases automatically on the expiry date, unless the agreement expressly provides for renewal or extension. The licensee must immediately stop using the music in any way that was only authorised by the licence — this means removing the music from any new productions, ceasing to distribute or broadcast works that include the music, and taking down or deleting digital content that incorporates the music. However, the position regarding works already published or distributed before expiry can be complex. If the licence was time-limited (for example, 'for a period of three years from the Effective Date') and the licensee distributed a film containing the licensed music during the licence period, the continued exhibition or broadcast of that film after expiry may require further licensing. This is why many production licences (particularly for film and television) are granted in perpetuity — to avoid the need to withdraw or relicence works after a term expires. Where a licence does have a fixed term, the agreement should ideally address what happens to pre-expiry uses — for example, whether the licensee may continue to distribute works already in the market as of the expiry date, and for how long. Our template includes a termination clause that requires the licensee to cease all use of the Work upon termination or expiry and to confirm compliance in writing to the licensor within 14 days.