Does an Exclusive License Mean You Own the Song?

You can buy an exclusive license to a song. Does that make it your song? No. An exclusive license is permission that nobody else gets for a while. It is not a sale.

The confusion is fair. In the music business the word exclusive shows up in licenses, publishing deals and outright sales, and it means something different in each. This guide shows how to tell them apart, and what to check before you agree to anything.

Three deals that get mixed up

Think of a copyright as a bundle of separate rights. The U.S. Copyright Office lists them: to copy a work, to make new versions of it, to distribute it and to perform it in public. The owner can also authorize others to use these rights. How the owner shares the bundle decides which deal you are in.

• A non-exclusive license is permission to use the song. The owner keeps the copyright and can give the same permission to others. In the U.S. it does not have to be in writing.
• An exclusive license is permission for you alone, for the uses and the time the deal names. While it lasts, nobody else can be given the same permission.
• An assignment hands over the copyright, or a defined part of it. This is the one that works like a sale. Attorney Ruth Carter puts it simply: once you assign your copyright, you no longer own it, and you cannot get it back unless the other side gives it back or sells it back.

Assignments are common in the business. An entertainment attorney writing on Hypebot notes that a songwriter owns the song copyright "until the writer signs those rights away," and says a songwriter "must be wary of any agreement he or she is asked to sign."

What the law does with the word exclusive

U.S. law puts exclusive licenses and assignments in the same family. The Copyright Act defines a "transfer of copyright ownership" as "an assignment, mortgage, exclusive license, or any other conveyance" of a copyright or of any of its exclusive rights, "whether or not it is limited in time or place of effect, but not including a nonexclusive license."

Two things follow. First, the Copyright Alliance explains that an exclusive licensee is treated as the owner of the specific rights it receives, so it can sue anyone who infringes those rights, as Section 501(b) of the Copyright Act provides. A non-exclusive licensee cannot. Second, an exclusive has to be written down. Section 204(a) makes a transfer invalid unless it is in writing and signed by the owner of the rights, while the Copyright Office notes that transferring a right on a non-exclusive basis "does not require a written agreement."

Read that carefully, though. An exclusive license moves only the rights it names, for the time it names. Everything else stays with the writer.

How an exclusive works on Starchild

On Starchild an exclusive is a window, not a purchase of the song. For 3, 6 or 12 months the song comes off the market, so nobody else can license it, and you can renew. Partners keep their copyright. The writers stay the writers, and every license comes with a certificate that names them. Anyone can check it at /verify.

What you hold is a license to use the song in set ways. Yours covers releasing your recording, performing the song live and using your recording in your own music video and lyric video. The license agreement page lists what each package grants.

What you do not hold is the song. Credit the writers, as our guide to crediting the songwriter explains, and do not call yourself the owner or the sole author in captions, press notes or distributor forms. Entering songwriter info in your distributor shows where each name goes.

What you can own: your recording

The song and your recording are two different works. The Copyright Office's circular on sound recordings says the copyright in a recording "covers the recording itself. It does not cover the music, lyrics, words, or other underlying content embodied in that recording." So an exclusive does not make the song yours, but the recording you make can be. Our guide to who owns your recording covers producers and session players.

Why the difference matters

• Credit. The writers stay on every credit and registration. Holding an exclusive does not change who wrote the song.
• Proof. A certificate proves you have permission. It is not a deed to the song. See what to send when a distributor asks for proof of rights.
• Other people's deals. A label, publisher or brand will want to know which rights you hold. A license is narrower than ownership, so do not promise more than you have.
• Copying. The Copyright Alliance says a non-exclusive licensee cannot sue over copying of a song. What your own license allows is a question for the agreement and an attorney, so if someone copies a song you licensed, tell the writer first.
• The end date. A license ends or renews. An assignment does not come back on its own. The Copyright Office notes that authors or their heirs can sometimes terminate a transfer or license after thirty-five years, but that is a long way off.

Words to look for in any agreement

If someone offers you exclusive rights outside Starchild, find the grant sentence first. One copyright guide suggests that a clear agreement says "hereby assigns and transfers" for an assignment and "hereby grants a license" for a license. Then check these points.

• Which rights, and for which uses? Recording, release, live performance, video and so on.
• For how long, and where? Look for a term, a territory and a renewal clause.
• Can the writer still use the song? In the UK, the Copyright, Designs and Patents Act defines an exclusive licence as one that authorises the licensee "to the exclusion of all other persons, including the person granting the licence." Other contracts and countries differ, so find the sentence that answers it.
• Is it in writing and signed by the writer? In the U.S., an exclusive has to be.
• What happens at the end? Look for renewal, reversion and termination language.

A short example

Rosa meets a writer after a show. The writer texts, "You can have exclusive rights to my song." Paper A says the writer grants Rosa an exclusive license to record and release the song for 12 months. Paper B says the writer assigns all right, title and interest in the song to Rosa.

Same word in a text message, two very different deals. Under Paper A the writer still owns the song and gets the rights back when the 12 months end. Under Paper B Rosa owns the song, and the writer would need her permission to use it. Rosa is a made-up name, but the difference is real.

What to do next

• Save your license certificate and receipt with your release files.
• If any paper uses the word assign or transfer, stop and ask a music attorney before you sign.
• If you want to own a song, treat that as a separate talk with the writer. A license, even an exclusive one, does not turn into ownership on its own.
• For a deal you sign outside Starchild, ask your attorney whether to record it with the Copyright Office. Recording is voluntary, but the law gives it benefits such as public notice and priority between conflicting transfers.

This is general information, not legal advice. The Copyright Office's own circular on recording transfers suggests consulting a knowledgeable attorney when a legal question is unclear. If you are still looking for a song to record, browse songs for artists and hear them in different styles before you license.

Sources

• U.S. Copyright Office: Title 17, Chapter 1, Subject Matter and Scope of Copyright (Section 101, definitions)
• U.S. Copyright Office: Title 17, Chapter 2, Copyright Ownership and Transfer (Sections 201 to 205)
• U.S. Copyright Office: Title 17, Chapter 5, Copyright Infringement and Remedies (Section 501)
• U.S. Copyright Office: Circular 1, Copyright Basics
• U.S. Copyright Office: Circular 12, Recordation of Transfers and Other Documents
• U.S. Copyright Office: Circular 56, Copyright Registration for Sound Recordings
• Copyright Alliance: Exclusive vs. Non-Exclusive Licenses
• Carter Law Firm: Copyright Assignment vs Exclusive License
• Copyrighted.com: Copyright Assignment vs. Copyright License
• Hypebot: What Is a Music Publishing Deal and Do I Really Need One
• UK Legislation: Copyright, Designs and Patents Act 1988, section 92, Exclusive licences