1
Identify the parties and their legal entities
Enter the full registered legal name of both the licensor and licensee β not brand names or individual names unless the individual is the rights holder. Include addresses and any relevant registration numbers.
π‘ Request a copy of the licensor's copyright registration or chain-of-title documentation before signing β confirming ownership upfront prevents disputes after the clip is in use.
2
Describe the clip precisely in Exhibit A
Complete the clip description with title, duration, file format, resolution, and a unique identifier (filename or timecode reference). Attach a still frame or thumbnail where possible.
π‘ For stock footage or archive clips, include the stock library reference number and download date as part of the exhibit β this creates an unambiguous paper trail.
3
Define the grant of rights specifically
List every permitted use, platform, and purpose explicitly. If online use is included, name the specific platforms β 'digital advertising on Meta, YouTube, and LinkedIn' is enforceable; 'online use' is not.
π‘ If the licensee may need the clip for future campaigns or platforms not yet determined, negotiate a right of first refusal on expanded rights rather than vague catch-all language.
4
Set the exclusivity scope
Decide whether the license is exclusive or non-exclusive, and if exclusive, define the scope β by territory, platform, or industry. Always carve out the licensor's own portfolio use if granting exclusivity.
π‘ Exclusive licenses command a 2β5x premium over non-exclusive rates β if the licensee requires exclusivity, price it accordingly rather than granting it as a courtesy.
5
Enter the fee, payment schedule, and royalty terms
State the license fee in a specific currency and amount, set a payment date or milestone schedule, and specify whether any royalty applies. Mark the fee as non-refundable once the clip is delivered.
π‘ For long-term or high-value licenses, consider a stepped royalty that increases if the content reaches defined viewership thresholds β aligning both parties' upside.
6
Specify territory and term with a wind-down provision
Enter the geographic territory, the start and end dates of the license, and a wind-down clause granting the licensee 30 days after expiry to cease use of already-published content.
π‘ Perpetual licenses require a higher upfront fee β if the licensee wants indefinite use, price it as a buyout rather than an annual license to avoid underpayment over time.
7
Confirm talent releases and third-party clearances
The licensor should confirm in the representations clause that signed releases exist for all identifiable individuals and that any background music or third-party IP in the clip is cleared. Attach copies of releases as exhibits where possible.
π‘ If the clip contains background music β even incidental β obtain a separate sync license for the music before the video clip license is signed.
8
Sign before the clip is delivered or used
Both parties must execute the agreement before the licensee receives the clip file or begins any use. Post-delivery signatures create enforceability gaps on the usage restrictions.
π‘ Use a timestamped eSignature service so the execution date is documented independently of either party's assertions.