This article will demystify some of the most frustrating aspects of sync licensing. A few weeks ago, we sent out an email to our customers asking what the biggest pain points are in the sync. The responses included fragmentation of rights to MFN clauses, so we did the research and spoke to experts so you don’t have to.
The lack of clarity and complex structure can be overwhelming if you don’t know where to start. Luckily, we’re here to help!
When it comes to sync, a great track is nothing if you don’t know the proper procedure to getting a sync deal, and while this can be straightforward, the combination of contracts, compressed timelines, rights across different platforms or legal terms you’re not 100% on, an increasingly global market combined with restricted budgets means that sync licensing is not as straightforward as it once used to be.
The Fragmentation of Rights:
One of the biggest challenges in the industry is how broken down the creation and the ownership of the songs is, and while this can be due to a beautiful, creative process of collaborating, when it comes back to the nitty-gritty, it’s a tough job to chase down every single writer, publishers and more, making sure everyone’s properly accredited and paid!
On top of that, while traditionally rights have been owned by a single entity, more and more this isn’t the case. Today rights are increasingly being divided across different companies which adds to the complexity of the issue.
The first thing to understand is that music always has two separate types of copyright:
- Master recording rights: This covers the specific sound recording of the song, owned by the record label or the artist.
- Publishing rights: This covers the underlying musical work, including the melody, lyrics, and composition, typically owned by the songwriter and/or a music publisher.
And in order for a sync deal to happen there must be a license for both of these rights to legally use a song.
In an ideal world, the creators of the track will have kept detailed notes on who the creators are and the samples in the track were cleared before use. This can also be complemented by a lovely split sheet. This is a document that formally outlines each contributor’s ownership percentage of the song’s publishing rights. This is essential for determining how royalties will be divided later and the total of all percentages must always equal 100%.
If you’re a creator, you should also make sure you’re part of a performing right’s organization! In the US it’s ASCAP, in the UK PRS and PPL. Another great resource to check is Credits Due, whose initiative is for “complete and accurate song metadata is attached to all recordings at the point of creation.”
And lastly, make sure to clear any samples you use! If your song contains a sample from another artist’s work, it is your responsibility as the creator to clear it. This requires getting permission from both the master recording rights holder (usually a record label) and the publishing rights holder (the songwriter/publisher). If this isn’t done, it can lead to legal issues and copyright infringement lawsuits in the future.
For a more in-depth look at music fragmentation take a look at this article by Aaron Hall.
What is an MFN Clause?
You’ve maybe heard the term MFN clause, maybe even used it but unsure what it means. So what is it? MFN stands for “most favored nation”. The origin of its name comes from 18th century commercial treaties that ensured the same trading advantages to all nations, ensuring that no nation granted the “most favored” advantages, and ensured that those advantages had to be granted to all equally. If you change the context into sync contract terms, it still essentially means the same thing; whatever was agreed on in the first contract, the MFN clause requires that to also apply to the next contract within the same project/production, and those that follow.
This clause is essential in maintaining fairness and equality, and doesn’t only apply to fees and money. This can also apply to how a license applies, territories, length of license, and more. It can be found in licensing agreements, collaboration, and distribution agreements.
An example would be when a licensee wants to use a song, they must negotiate with both the master rights owner (who controls the sound recording) and the publishing rights owner (who controls the underlying composition). An MFN clause ensures that if the master rights owner receives a certain fee for a particular usage, the publishing rights owner must receive the same fee. This guarantees that neither party can be disadvantaged, unless they expressly agree to waive their MFN rights.
Read more about MFN and how it applies to music placements here.
Top Tips for Creators:
Some more top tips for creators and those managing the tracks; make sure your tracks are labeled correctly with the appropriate metadata is also key before distributing. This includes the track title, artist name, songwriter names, and your PRO affiliation. This metadata helps with tracking and proper attribution.
Make sure you create multiple versions. Music supervisors and licensing agents often need different versions of a song. Be sure to have high-quality, professionally mixed and mastered versions ready, including:
- The full vocal track.
- An instrumental version.
- An acappella version
- “Clean” or “radio” edits if the song contains explicit lyrics.
What Can You Do?
The fragmentation of rights and the MFN clause are part of the complex sync world but understanding how it works, and even better, how you can make it work for you lets you get ahead of the game making sure your tracks are cleared and ready to go.
Both creators and businesses can help solve the issues such as the fragmentation of rights by ensuring that vital information is in place from the get-go. Calling out creators here, if you provide your publisher or label with accurate information from the start, then this can help you land more sync opportunities in the future! Labels and publishers: Don’t let your catalog get out of hand, or your data to become a mess, AI can be your friend here (and help spot the holes before you do).
Not to be a Synchtank plug, but we can help businesses with larger catalogs keep your catalog clean, and sort data with our cleanup tools.
We’ll be diving into different areas of sync complexities in the coming weeks, so stay tuned for part 2 of our Sync Unlocked series where we deep dive into the creative vs commercial aspects of sync licensing!
