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Explanatory Notes
Multimedia Licensing Agreement
Explanatory Notes for A146
MULTIMEDIA LICENSING AGREEMENT
This Agreement is designed for use by a multimedia producer who wishes to exploit copyright-protected works in a multimedia product.
The multimedia producer who wishes to use an illustration or other copyright-protected work must first locate the owner of the rights. The rights acquisition process varies somewhat in relation to each of the major categories of multimedia content, i.e. music, still images, audio-visual works and characters etc. In the case of photographs, the photographer may be the owner unless his/her rights have been assigned to a publisher or a distributor or the photograph was commissioned (in which case the commissioning entity must be located.). Photographers also may authorise image banks to manage their rights.
In some instances rights to artistic works are administered by collective societies who are authorised to negotiate specific licences on behalf of their members. It is advisable that multimedia producers become familiar with copyright collecting societies active in the category of work they wish to incorporate in their production.
Here it is assumed that the owner of the rights is in a position to grant exclusive use. Copyright can be transferred either by assignment or by exclusive or non-exclusive licence. Authorisation for multimedia use would generally be in the form of a user licence in writing granted by the owner of the rights. If the multimedia producer intends to more fully exploit a work, it may be that an assignment of copyright will be more appropriate than a licence.
Multimedia production is a comparatively new sphere of commercial activity and involves a wide spectrum of issues. It is advisable that those involved in it should obtain legal advice as to the detailed terms and conditions of their documentation.
The work which is the subject of the licence agreement should be clearly described, giving identifying characteristics, including names of authors, artists, or titles, and stating whether it has been previously published and if so where and when. These details, in our Agreement, should be included in the Schedule attached to the Agreement. It is also advisable to attach photographs of the licensed work to the license agreement.
Comments on specific clauses are as follows:
1. GRANT OF RIGHTS
Scope of the grant of rights: specify the nature and extent of the exploitation required and also the multimedia product in which the Licensed work will appear.
This licence anticipates use in a single specified multimedia product. It is a matter of negotiation whether the multimedia producer acquires rights in other media or whether its rights will be limited to on-line use only. Consideration may be given to e.g. whether use may be negotiated for subsequent editions, versions or updates of the work , for use in more than one multimedia work, or for manufacture and distribution of derivative products.
The geographic scope of a grant of multimedia rights is ordinarily worldwide. If a more limited territory is anticipated, Clause 1.2 will need amendment.
2. RESERVATION OF RIGHTS
It is essential to ensure that the scope of the grant of rights is clearly understood by both parties. This will help to avoid future disputes about what was agreed.
4. TERM
To be agreed with the rights owner. The term should be sufficient to cover the period of use of the licensed work. It may be worth including an option for the Licensee to renew the term upon expiration of the period of the initial licence. In that case, either the terms will be subject to renegotiation, as our wording contemplates, or the Clause could specify that the same terms will apply to the extended period. The period of exploitation of any associated products or sequel products which may be likely to be involved should also be borne in mind when negotiating the term of the licence.
5. PAYMENT
Compensation for use of work is usually made either by way of a one-off flat fee, by a royalty or by a combination of the two. If the parties agree on royalty payments, the Agreement should clearly express the method of calculation used, state when royalties will be payable, and contain any agreed requirements as to the keeping of accounts, reporting by way of statements etc.
Where payment is by flat fee, it is often agreed that a proportion is payable upon signature of the contract.
7. CREDIT
Details concerning credit - i.e. the right of the Licensor to be acknowledged as creator of the Work - are a matter of negotiation between the parties to be reflected in this clause.
8. REPRESENTATION AND WARRANTY
These provisions offer a Licensee certain protection in the event of a breach by the rights owner (Licensor). Their aim is to ensure that the Licensor is the owner of the rights in the licensed work, and that it does not contain anything which is obscene, blasphemous, defamatory, or which infringes any right of copyright or any other rights of third parties.
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