Sync Music A to Z: W is for Warranty

warranty, sync licensingEvery sync licence issued by a music rights owner to a brand or agency must have a warranty (if it doesn’t, don’t sign it!)

Here’s an example from the IPA/MPA standard sync licence for songs & compositions:

Licensor’s warranties and undertakings

The Licensor warrants, represents and undertakes that the Licensor:

3.1  is entitled to grant the rights in the Composition herein expressly granted; 

3.2  has the right, power and authority to enter into this Licence; 

3.3  shall indemnify and hold the Licensee harmless from any liability, damages or costs arising out of any breach of the terms of this Licence by the Licensor pursuant to a final judgment of a court of competent jurisdiction or settlement 
consented to in writing by the Licensor, such consent not to be unreasonably withheld, provided that the Licensor’s liability hereunder shall be limited to the amount of the Fee in the absence of fraudulent misrepresentation.

So what does this mean?

The brand or agency is the Licensee so it needs to know that the Licensor (a music publisher in this example) is entitled to grant the rights in the work and has the right to enter into the Licence.

Music licence fees can be very expensive – usually 5 and sometimes 6 figures. If you’re buying a house, you want to make sure you’re paying the legal owner before any money changes hands. The same applies for sync licensing hence the need for the warranty.

Note the inclusion of the indemnity (see I for Indemnity) in the event of the Licensor’s breach of the licence.