[Art Munson]

*******
Clause 2.3 seems to say that if they for any reason choose to break the contract, you still have to give them all the completed and partially completed tracks. So, even though, at least to my knowledge, they probably aren’t paying you any upfront fees in advance, and even though they are breaking the contract (which means that they won’t pay you any money if the tracks are used), you are still under obligation to hand them over your tracks for free.

Clause 4.2 says that you are working under a work-for-hire agreement. As far as I know, such contracts are usually used when you receive a large upfront fee in return for signing over all the rights. But as far as I know they aren’t giving any upfront fees and they still want a work-for-hire agreement. Is this the case with most of the other production music libraries as well, or is this library giving particularly bad terms?

Clause 5.1 says that you receive 50% of the library’s NET receipts, but it isn’t defined at all what they are allowed to deduce from the Gross receipts to arrive at that, which leaves room for “creative” bookkeeping that would allow them to deduce their employee wages and who knows what else and just give you something like 5 or 10% of Gross receipts for licensing. Do most other libraries also give terms like this?

Clause 5.4 says that you won’t receive a share of any blanket payments that they receive for licensing, which would mean that if they now or in the future choose to offer clients a subscription-based or a blanket-fee model, they wouldn’t give their composers any share of the earnings.

As I have said above, since I have no experience with other libraries, I would like to know whether these terms are worse than average?

[Art Munson]

10. No Obligation to Use Music or Exploit Project
Nothing contained in this Agreement shall be deemed to require ________ or its assigns to publish,
record, reproduce, or otherwise use the Compositions, any part thereof, or any of the proceeds
of Composer’s services hereunder, whether in connection with the Project or otherwise.

11. Independent Contractor
Composer is, and shall be considered at all times, an independent contractor and not an
employee of ________. Composer shall be solely responsible for, and shall indemnify and hold
harmless ________ from and against, any and all claims, liabilities, obligations, demands, losses,
damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to
any employment taxes, withholding taxes, social security taxes, unemployment taxes, workers’
compensation insurance, disability benefits, or any other obligations or liabilities generally
associated with an employer-employee relationship.

12. Assignment and Succession
________ may, at its election, assign this Agreement, or any of its rights or obligations hereunder, in
whole or in part, to any person or entity without Composer’s consent. ________ may also assign its
rights hereunder to any of its licensees to the extent necessary or advisable in ________’s sole
discretion to implement the license granted. In the event that ________ assigns such rights and/or
obligations to any person, firm, or entity acquiring a substantial portion of ________’s assets or any
other financially responsible third party, ________ shall be relieved of its obligations hereunder. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Composer may not assign this Agreement, or any
of its rights or obligations hereunder, without the prior written consent of ________, which consent
may be withheld in ________’s sole discretion.

13. Entire Agreement; Amendment; Waiver
This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior or contemporaneous communications,
representations, or agreements, whether oral or written. This Agreement may not be amended
except by a writing signed by both parties. No waiver of any provision of this Agreement shall be
effective unless in writing and signed by the party against whom the waiver is sought to be
enforced.

14. Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be
struck from this Agreement and the remaining provisions shall remain in full force and effect.

[Art Munson]

6. Accounting
6.1 ______ will account to Composer within thirty (30) days following each calendar month in
which income is received and retained by ______ . ______ may change the frequency of accounting
to quarterly if monthly accountings become commercially impractical.

7. Warranties
Composer represents and warrants that:
• It has the full right and authority to enter into this Agreement and to grant ______ all
rights granted herein;
• Composer has not entered into and will not enter into any agreement of any kind
(including, without limitation, recording agreements) that would interfere in any way
with the complete performance of this Agreement by Composer; and
• All musical material delivered by Composer hereunder is original to Composer and
does not infringe upon or violate any copyright, common law right, or statutory right
of any person, firm, or corporation.

8. Indemnifica9on
Composer shall at all times defend, indemnify, and hold harmless ______ , its successors, licensees,
and assigns, and the officers, agents, employees, directors, representatives, and shareholders of
each of the foregoing, from and against all claims, losses, liabilities, judgments, costs, expenses,
and damages (including, without limitation, reasonable attorneys’ 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 afer the date this Agreement terminates), with respect to any
liability or claim to which the foregoing indemnity applies.

[Art Munson]

Forgot to paste this as well:

Here is the entire text of the contract:

This agreement is made and entered into as of this ___ day of ______ 2025, by and between
_________ as Publisher, with its principal place of business at ________________ and
(composer name), residing at (composer address),
IPI/CAE Number: PRO: (“Composer”),

Witnesseth:
WHEREAS, _________ desires to engage Composer to create and produce original musical
compositions (“Compositions”) for use in connection with [Specific Project(s) – e.g., film, video
game, advertisement] (the “Project”); and
WHEREAS, Composer desires to create and produce such Compositions.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants
contained herein, the parties agree as follows:

1. Engagement of Services
1.1 ______ hereby engages Composer, and Composer hereby agrees, to write, compose, arrange,
perform, record, mix, produce, and deliver the Compositions as more specifically described in
Schedule A attached hereto and incorporated herein by this reference (“Services”).

1.2 Composer shall render Services in accordance with ______’s reasonable instructions and
deadlines. _______ shall have the right to approve all aspects of the Compositions, including, but
not limited to, the style, tempo, instrumentation, and overall sound.

1.3 Composer shall render Services on a Exclusive basis during the Term of this Agreement.

2. Term and Termination
2.1 The term of this Agreement (the “Term”) shall commence on the Effective Date and shall
continue until the later of: (i) the date on which Composer has completed all Services to ______’s
satisfaction; or (ii) the date on which this Agreement is terminated pursuant to its terms.

2.2 This Agreement may be terminated by either party upon written notice to the other party if
the other party: (a) breaches any material provision of this Agreement and fails to cure such
breach within thirty (30) days after written notice of such breach; or (b) becomes insolvent or
bankrupt, or makes an assignment for the benefit of creditors.

2.3 In the event of termination of this Agreement for any reason, Composer shall immediately
cease providing Services and shall deliver to ______ all completed and partially completed
Compositions.

3. Delivery and Acceptance
3.1 Composer shall deliver the Compositions to ______ in the format and by the delivery method
specified by ______. ______ shall have the right to reject any Composition that does not meet the
specifications set forth in this Agreement or that is otherwise deemed unacceptable by ______ in
its sole discretion.
3.2 Upon ______’s acceptance of the Compositions, Composer shall provide ______ with all
necessary documentation and materials to enable ______ to register the copyrights in and to the
Compositions in ______’s name.

4. Grant of Rights
4.1 Work Made for Hire: Composer acknowledges, certifies, and agrees that the Compositions
and the Master Recordings are being created as “works made for hire” for ______ as that term is
defined in the United States Copyright Act of 1976, as amended.

4.2 Assignment of Rights: In the event that any Composition or Master Recording is deemed not
to be a “work made for hire,” Composer hereby irrevocably assigns to ______, its successors and
assigns, all right, title, and interest in and to such Composition and Master Recording, including,
without limitation:
• All copyrights and neighboring rights.
• All renewals, extensions, reversions, and revised terms thereof.
• Any and all other ownership and exploitation rights throughout the universe in
perpetuity.

4.3 Scope of Rights: The rights granted to ______ in Section 4.2 include, without limitation, the
exclusive right to:
(a) With respect to both the Compositions and Master Recordings:
• Reproduce, distribute, publicly perform, publicly display, and create derivative works.
• Exploit in any and all media now known or hereafter devised, throughout the
universe, in perpetuity.
(b) With respect to the Compositions:
• Synchronize the Compositions in timed relation with visual images, including, without
limitation, in connection with:
• Motion pictures
• Television programs
• Video games
• Advertisements.

4.4 Waiver of Claims: Composer waives any and all claims to the Compositions and Master
Recordings, including any claims under the doctrine of “moral rights” or any similar doctrine
recognized in any jurisdiction.

5. Royalties and Compensation
5.1 ______ shall pay Composer fifty percent (50%) of ______ ‘s NET Receipts. “Gross Receipts” shall
mean monies actually received and retained by ______ from the licensing, distribution, or other
exploitation of the Compositions (including, without limitation, from Commercial Sales,
Synchronization, DSP and Micro-license Fees), but excluding:
• The publisher’s share of public performance royalties; and
• Any and all third-party costs of commission and/or collection paid or incurred by
______.

5.2 Composer shall be entitled to receive one hundred percent (100%) of the “writer’s share” of
public performance royalties collected by performing rights organizations (e.g., ASCAP, BMI,
SESAC) in connection with the Compositions. Composer shall not be entitled to receive any
portion of the “publisher’s share” of public performance royalties.

5.3 “Commercial Sales” and “Micro-license Fees” shall have the meanings commonly ascribed to
them in the music industry.

5.4 No other royalties or monies shall be paid to Composer. Composer shall not be entitled to
share in any advance payments, guarantee payments, blanket payments, or minimum royalty
payments which ______ may receive in connection with any sub-publishing agreement, collection
agreement, administration agreement, monetization agreement, or any other agreement
involving the Compositions, other than those portions of a pro rata share of a blanket payment
that can be specifically attributed to the Compositions.

[Art Munson]

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

[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 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: 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]

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]

@tpile1 I don’t have, or can’t find, any info on them. Sounds slightly familiar but most likely they are gone.

[Art Munson]

I would not be comfortable with that clause.

[Art Munson]

@mmuser You are quite welcome.

[Art Munson]

Great questions — these are things a lot of composers run into once they start using Content ID. Let me break it down step by step in plain terms, with specifics for your case using Identifyy.

1. Claimed YouTube Videos (3,000 in May)

The number you’re seeing doesn’t automatically mean 3,000 people “stole” your music. Content ID simply scans videos for matches to your tracks. Those matches can be:

Unauthorized uses — people who ripped or used your music without a license.
Licensed uses — people who *did* buy a license, but whose videos were still flagged because Content ID can’t tell the difference between a paying customer and a random uploader.

So yes, that 3,000 count almost certainly includes both groups.

2. Licensed Users & Disputes

When a licensed user disputes a claim with valid proof (like an invoice or license PDF), the claim is released. Once that happens:

Monetization reverts 100% to the uploader/channel owner.
Identifyy (or any Content ID admin) only earns revenue during the period the claim was active, and only if the dispute hasn’t been resolved yet.
After release, Identifyy doesn’t keep anything — they only collect on unlicensed/unauthorized uses.

This is why some libraries that allow client use on YouTube provide “claim release instructions” so buyers don’t panic when they see a claim.

3. Whitelisting YouTube Channels

Yes, you (or Identifyy support) can whitelist specific YouTube channels. This means:

That channel’s uploads won’t be flagged at all by Content ID for your music.
It’s a clean solution if you have direct buyers (like your client) who need hassle-free use.

Pros:

No claims, no disputes, no extra communication with the buyer.
Builds trust with your clients.

Cons:

If that channel misuses your music outside the scope of their license, you won’t catch it via Content ID.
Some composers only whitelist for trusted, long-term clients rather than one-off licenses.

✅ Best Practice Recommendation for You

Keep Identifyy running for protection and revenue on unauthorized uses.
If a direct client buys a license for YouTube, ask for their channel URL and request Identifyy to whitelist it.
Provide buyers with a short FAQ: “If you see a Content ID claim, don’t panic — this is normal. Here’s how to dispute with your license info.”

That way, you cover both bases: automatic enforcement for unauthorized users, but smooth sailing for legit clients.

[Art Munson]

Hi Alex, I gave a quick listen. My immediate thought was that the drums were to upfront in the mix. I also thought the music could develop more of the course of each piece. Just my 2 pennies worth. 🙂

[Art Munson]

@bobsstudio I’ve been with them a long time, know the owner, so I signed. Others may disagree but we are all chasing pennies. 🙂

[Author]

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