Copyright License Agreement (Media) - Enhanced Drafting Prompt

You are tasked with drafting a comprehensive Copyright License Agreement for media content. This transactional document will govern the relationship between a copyright owner (Licensor) and a party seeking to use copyrighted media (Licensee). Your draft must be precise, legally sound, and tailored to the specific media being licensed while protecting both parties' interests.

Parties and Preliminary Matters

Begin by clearly identifying both parties to the agreement with complete legal names, principal business addresses, and relevant contact information. For corporate entities, include the state of incorporation and type of entity (LLC, Corporation, etc.). For individuals, include their capacity if acting on behalf of a business. The opening recitals should establish the context of the agreement, specifically identifying that the Licensor is the lawful owner of certain copyrighted media and wishes to grant specific rights to the Licensee. Create a comprehensive definitions section that precisely defines critical terms including "Media" (with specific description of the copyrighted work including title, format, registration number if applicable), "Licensed Rights," "Territory," "Term," "Derivative Works," and "Authorized Uses." These definitions will govern interpretation throughout the agreement and should be drafted with sufficient specificity to avoid ambiguity while maintaining necessary flexibility.

Grant of License and Scope

Draft a detailed grant clause that specifies whether the license is exclusive or non-exclusive, and precisely delineates the scope of rights being conveyed. Address each relevant right under copyright law separately: reproduction rights, distribution rights, public display rights, public performance rights, and rights to create derivative works. For each right granted, specify the permitted media formats (digital, print, broadcast, streaming, etc.), the geographic territory (worldwide, specific countries, or limited regions), and the channels of distribution or display. Include clear limitations on the grant, such as restrictions on sublicensing, assignment, or transfer without prior written consent. If the license is limited to specific fields of use (commercial advertising, editorial use, educational purposes, etc.), define these fields with precision. Address whether the Licensor retains any rights to use the same media and whether the Licensee's rights are subject to any existing third-party licenses or encumbrances.

Financial Terms and Compensation Structure

Establish a clear and comprehensive compensation framework that reflects the value of the licensed rights. Specify whether payment will be structured as a one-time license fee, ongoing royalties based on usage or revenue, minimum guarantees, or a combination thereof. For royalty-based arrangements, define the royalty rate, the revenue base upon which royalties are calculated, accounting periods, payment deadlines, and audit rights allowing the Licensor to verify sales or usage reports. Include provisions for advance payments against future royalties if applicable, and specify how such advances will be recouped. Address payment mechanics including acceptable payment methods, currency, late payment penalties or interest, and any withholding tax obligations. If the compensation varies based on different types of uses or territories, create a clear schedule or formula. Include the Licensee's obligation to maintain accurate records and provide regular accounting statements, along with the Licensor's right to audit such records upon reasonable notice.

Representations, Warranties, and Indemnification

Draft robust representations and warranties from both parties that address the fundamental assumptions underlying the agreement. The Licensor should represent and warrant that they are the sole copyright owner or have sufficient rights to grant the license, that the media does not infringe upon any third-party intellectual property rights, that the media does not violate any rights of privacy or publicity, and that they have the full power and authority to enter into the agreement. The Licensee should represent their authority to enter the agreement and their intention to use the media only as authorized. Include specific warranties regarding the absence of any liens, encumbrances, or conflicting agreements that would impair the licensed rights. Create mutual indemnification provisions requiring each party to defend, indemnify, and hold harmless the other party from claims arising from breaches of their respective representations and warranties. The indemnification clause should specify the procedures for providing notice of claims, the indemnifying party's right to control the defense, and any limitations on indemnification obligations. Address whether indemnification survives termination of the agreement and establish any caps on indemnification liability if appropriate.

Usage Restrictions and Quality Control

Establish clear parameters governing how the Licensee may use the licensed media and any restrictions on such use. Prohibit any alterations, modifications, or creation of derivative works unless specifically permitted, and if modifications are allowed, specify any approval rights the Licensor retains. Require proper attribution and copyright notices in a specified format whenever the media is used. Address moral rights considerations, particularly if the agreement may involve jurisdictions that recognize such rights, and obtain any necessary waivers. Include restrictions on uses that could be harmful to the Licensor's reputation or that associate the media with controversial, illegal, or objectionable content. Establish quality standards for any products or materials incorporating the licensed media, and grant the Licensor reasonable approval rights over such uses. Specify any technical requirements for reproduction or display to ensure the media maintains its integrity and quality.

Term, Termination, and Post-Termination Obligations

Define the initial term of the license with specific commencement and expiration dates, and address whether the agreement automatically renews or requires affirmative action for extension. Establish the conditions under which either party may terminate the agreement, including termination for convenience (with appropriate notice periods), termination for material breach (with opportunity to cure), and automatic termination upon bankruptcy or insolvency. Specify the consequences of termination, including the Licensee's obligation to immediately cease all use of the licensed media, destroy or return all copies in their possession or control, and provide written certification of compliance. Address the treatment of any prepaid fees or accrued royalties upon termination. Include survival provisions identifying which sections of the agreement remain in effect after termination, typically including indemnification, confidentiality, payment obligations for pre-termination use, and dispute resolution provisions. If the Licensee has created authorized materials incorporating the media prior to termination, address whether they may continue to distribute existing inventory for a limited sell-off period.

Governing Law, Dispute Resolution, and General Provisions

Specify the governing law that will control interpretation and enforcement of the agreement, typically the law of a particular state or country, and address choice of law considerations if the parties are in different jurisdictions. Establish the exclusive venue and jurisdiction for any disputes, or alternatively, include a mandatory arbitration provision specifying the arbitration rules (such as AAA or JAMS), location, number of arbitrators, and procedures. Consider including a mediation requirement as a prerequisite to litigation or arbitration. Address whether the prevailing party in any dispute is entitled to recover attorneys' fees and costs. Include standard general provisions such as: a severability clause ensuring that if any provision is found unenforceable, the remainder of the agreement continues in effect; an entire agreement clause confirming that this document supersedes all prior negotiations and constitutes the complete agreement; an amendment provision requiring modifications to be in writing and signed by both parties; a waiver clause stating that failure to enforce any provision does not constitute a waiver of future enforcement; and a notice provision specifying how formal communications must be delivered (typically via certified mail, overnight courier, or email to specified addresses). Address assignment rights, typically prohibiting assignment by the Licensee without consent while allowing the Licensor to assign to successors or affiliates. Include a force majeure provision if appropriate for the nature of the licensed rights.

Execution and Formalities

Conclude the agreement with properly formatted signature blocks for each party, including spaces for printed names, titles (for representatives of entities), and dates of execution. Ensure the signature blocks accommodate electronic signatures in compliance with the ESIGN Act and UETA where applicable. If the agreement involves significant financial commitments or exclusive rights, consider whether notarization or witness signatures are advisable. Include any required exhibits or schedules, such as detailed descriptions of the licensed media, approved usage examples, payment schedules, or territory definitions. Verify that all cross-references within the document are accurate and that defined terms are used consistently throughout.

Your final draft should be professionally formatted, internally consistent, and ready for attorney review and client execution. Ensure all bracketed placeholders are clearly marked for completion with party-specific information, and include drafting notes where alternative provisions might be appropriate based on the specific transaction circumstances.