Provision for sharing legal costs

[Janet]

I received a contract from a library with a provision that would obligate me to share 50% of any legal costs or damages they would incur in a copyright litigation. This is regardless of the amount of money I might earn on the track. The contract is exclusive in perpetuity with no reversion or termination clause. Plus they want me to grant an unlimited indemnity. Is this a common feature of these contracts? Do composers actually agree to these kinds of deals?

[Art Munson]

I am currently being offered a contract that would obligate me to pay to the library, “on demand, all claims, loses, liabilities, judgments, costs, expenses, and damages (including, without limitation, reasonable attourneys’ fees and legal costs) Arising out of or in connection with any breach or alleged breach by Composer of any warranty, covenant, representation, or agreement made or to be performed by Composer hereunder.
Composer shall reimburse ______, on demand, for any payment made by ______, at any time after
the date hereof (including after the date this Agreement terminates), with respect to any
liability or claim to which the foregoing indemnity applies.”

In other words, I would be obligated to cover 100% of all of their costs and damages, not capped by the amount of royalties I earned, and even if it is a false claim and I am proven innocent.

I have no previous experience with libraries, so I don’t know either whether these types of clauses are usual with most libraries or whether these terms are particularly bad.

[Art Munson]

@EdTr: You’re right to pause here—this is a pretty heavy indemnification clause.

What the Clause Means

Unlimited liability: You’d be on the hook for all of the library’s costs, damages, and attorney fees, not just up to what you earned from them.

Alleged breach included: Even if a claim is false and you’re later proven innocent, you may still have to front the money until it’s resolved.

No time limit: The clause survives termination, so you could face a claim years after your deal with them ends.

One-sided: The library doesn’t seem to indemnify you in return.

Are These Clauses Common?

Yes, indemnification is common in music library contracts. Libraries want protection in case a composer submits infringing material (e.g., plagiarized music, uncleared samples, or improper metadata). But the wording matters.Many libraries include similar clauses, but reputable ones often limit liability—for example, capping it at the royalties you’ve earned, or tying it only to actual breaches(not “alleged” breaches). One-sided terms are also common, but the more professional and composer-friendly libraries usually strike a better balance.

Why It’s Risky for You

You’re effectively insuring the library against any risk, with no cap. If a third party sues, you could face six-figure legal costs—even if you did nothing wrong. Since you don’t control how the library uses or markets your music, that’s a lot of exposure.

What You Can Do

1. Ask for clarification or negotiation:

Can the indemnity be capped at the royalties you’ve earned?
Can “alleged breach” be narrowed to “actual breach, determined by a court”?
Can mutual indemnification be added (so they also protect you if their actions create liability)?

2. Review industry norms:

Many non-exclusive RF libraries use similar language but don’t usually pursue composers unless there’s real misconduct. Higher-end libraries may be more open to negotiation.

3. Get legal eyes on it:

A music attorney can spot red flags, suggest fair language, and maybe give you template carve-outs. The cost is usually worth it when liability is uncapped.

Bottom line:

Indemnity clauses are standard, but this one is especially broad, unlimited, and one-sided. It puts all the risk on you. At a minimum, I’d try to negotiate limits—or walk away if the library isn’t reputable enough to justify that risk.

[Art Munson]

Thanks for the detailed reply Art. That is very helpful!

I will try to find a music lawyer, but I don’t know whether I can find in my country lawyers with experience in this field. There probably are some, but I don’t know how and where I could find them. I think that if I went to just any random lawyer in my town they probably couldn’t be of much help because they almost certainly have no knowledge of the music business. Any advice on how and where to find music lawyers?

And a question unrelated to this: I have tried several times, in different browsers (Firefox, Chrome) to post a new topic in this forum yesterday and today, and I always got an error message saying something like “Your topic couldn’t be created at this time. Try again later”.

[Art Munson]

@EdTr: Please try clearing your browser’s cache and history for musiclibraryreport.com. You could also try using a “Private” window or “Incognito mode” in your browser. See this link if you are not sure on how to do that https://www.howtogeek.com/269265/how-to-enable-private-browsing-on-any-web-browser/.

[Art Munson]

Thanks Art, clearing the browser cache, cookies and history helped!

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