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Home › Documents › Document Guides › Content Licensing Agreement

Content licensing agreement — letting others use your work without giving it away

A travel photographer in Jaipur gets an email from a hotel chain: they love three of her pictures of the city and want them for their website, a brochure and “social media”, and they offer a fee. It sounds simple until she asks herself what she is agreeing to. For how long? In which countries? Can they crop the images, put their logo on them, use them in a paid advertisement, print them on a billboard, or feed them to an AI tool that makes similar pictures? Can she sell the same photographs to a travel magazine next month? A content licence is where those answers are written down. This page explains how to write one — for photographs, videos, music, articles, courses, footage and films — so that the owner is paid for what is used and the user gets rights it can rely on.

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What is a content licensing agreement, and what must it contain in India?A content licensing agreement is a written contract under which the owner of copyright in content — photographs, video, music, text, a course, footage or a film — permits another person to use it in defined ways while keeping ownership. Section 30 of the Copyright Act, 1957 requires a licence to be in writing and signed by the owner or an authorised agent, and Section 30A applies the assignment rules in Section 19 to it: the agreement should identify the work, the rights, the duration and the territory, and the royalty or other consideration, failing which the period is taken as five years and the territory as India, and the licence may lapse if the rights are not used within one year unless the agreement says otherwise. A good licence also states whether it is exclusive (an exclusive licensee can sue infringers under Section 54), the media, platforms and languages covered, whether edits, dubbing, sub-licensing and AI training are allowed, the credit to be given, the fee model with statements and audit, delivery, warranties of ownership including music and people shown, indemnities, take-down, tax treatment, and what happens to the content when the licence ends.

What a content licence does

Copyright gives the owner of a work a bundle of exclusive rights — to reproduce it, issue copies, communicate it to the public, make a film or sound recording of it, adapt it, translate it, and so on, depending on the kind of work. Anyone else who does one of those acts without permission infringes. A licence is that permission, given on terms. It does not move ownership; it opens a door for a particular user, for particular acts, for a particular time.

The basic law — what copyright protects, what infringement is, what fair dealing allows and how long protection lasts — is set out in our copyright guide. This page is about the contract that sits on top of that law when content is used commercially: a hotel using a photographer’s images, a streaming platform taking a regional film, a brand using a creator’s recipe videos, a publisher syndicating a columnist, an edtech company hosting a teacher’s lectures.

Two things make content licences different from most commercial contracts. First, the thing being licensed can be copied endlessly at almost no cost, so every word in the grant matters: a user who is allowed “digital use” may think that covers paid ads on every platform in the world for ever. Second, one piece of content often contains many rights owned by different people — the music under a video, the people in a photograph, the script behind a film — and a licence is only as good as the rights the licensor actually holds.

Licence or assignment?

The first decision is whether the user needs ownership or only permission.

Swipe to see the full table
QuestionLicenceAssignment
Who owns the copyright afterwards?The original ownerThe assignee, for the rights assigned
Can the owner use or license the work again?Yes, unless exclusive for that useNot for the assigned rights
Typical priceLower, tied to useHigher, reflecting permanent loss
Can the user stop others copying?Only an exclusive licensee, generallyYes, as owner
SuitsStock images, syndication, streaming, music sync, course hostingCommissioned logos, brand assets, software built for a client

Businesses often ask for an assignment by habit when a licence would do, and creators often sign one without noticing. If the content is specific to the user — a logo, a jingle built around a brand name, a mascot — ownership may be justified. If the content has value to others as well, a licence usually serves both sides better, and the price can reflect only what the user needs. How assignments work, and the defaults that apply to them, is covered in our freelance agreement guide.

The written licence rule, and the defaults that fill gaps

Section 30 of the Copyright Act allows the owner, or the prospective owner of a future work, to grant any interest in the right by licence in writing signed by him or by his duly authorised agent. A licence of a future work takes effect only when the work comes into existence. Section 30A then applies the rules governing assignments to licences, with the necessary adaptations. The practical effect is a set of defaults that operate when the agreement is silent:

Swipe to see the full table
If the licence does not say…The position under Section 19 as appliedWhat to write instead
How long it lastsFive years from the date of the licenceA fixed term, with any renewal option and its price
Where it appliesIndiaA named territory, or “worldwide” if that is intended
Whether unused rights surviveDeemed to lapse if not exercised within one year, unless otherwise statedAn express statement either way, with a release deadline if needed
What is licensedOnly what is identifiedA schedule listing each work and each right
What is paidThe royalty or consideration must be statedThe fee, how it is calculated, and when it is paid

The one-year lapse rule catches licensees more often than any other. A platform that licenses a documentary in March, plans to release it in the next financial year and then delays again, may find the licence has fallen away. If later release is planned, the agreement must say that the rights will not lapse for non-exercise; if the owner wants its work used, it should instead set a date by which release must happen and give itself a right to terminate if it does not.

Kinds of content, and the rights each needs

The rights a user needs depend on what the content is and what the user will do with it.

Swipe to see the full table
ContentType of workRights a user typically needs
Photograph, illustration, infographicArtistic workReproduce, publish, communicate online, adapt (crop, retouch)
Article, blog, recipe text, script, book extractLiterary workReproduce, publish, communicate, translate, adapt
Video, reel, documentary, film, footageCinematograph film (plus the underlying works)Make copies, show to the public, communicate, edit, dub, subtitle
Song, background scoreMusical and literary work plus sound recordingSynchronise with visuals, communicate, perform, make copies
Podcast episodeSound recording (plus literary work and any music)Host, stream, clip, transcribe, translate
Online courseFilms, literary and artistic works togetherHost, stream to enrolled users, download, update, translate
Database, dataset, template collectionLiterary work as a compilationReproduce, modify, incorporate into products

A single piece of content often carries several layers. A cooking video contains the film, the spoken script, the recipe text, the background music and the chef’s image. The licence must cover each layer the user will exploit, and the licensor must control each layer it licenses.

Who can grant the licence

Only the owner, or someone the owner has authorised, can grant a licence. That sounds obvious, but ownership of content is often not where people assume it is. Under Section 17, the author is the first owner, subject to exceptions: work made in the course of employment usually belongs to the employer, and certain commissioned photographs, portraits and films belong to the person who paid for them, unless there is an agreement to the contrary. A freelancer who shot a video for a company keeps the copyright unless it was assigned in writing. The ownership rules are explained in our freelance agreement guide.

Before signing, a licensee should ask for the chain of title — the documents that show how the licensor came to hold the rights. For an individual creator this may simply be a statement that the work is original and self-made. For a production house it should include agreements with the director, writers, music composers, performers and any freelance crew, and releases from people and locations. For an aggregator or agency it should include the licence from the original owner and confirmation that sub-licensing is allowed.

A copyright registration certificate is not required, but it is useful: it is prima facie evidence of the particulars entered, and it reassures a cautious licensee. Our copyright registration service can prepare the application where registration is worth having.

Writing the grant

The grant clause is the heart of the licence. It should answer, in plain words, six questions: which works, which acts, in which media and on which platforms, in which languages and territory, for how long, and on what exclusivity. A good grant reads like a specification rather than a slogan.

Weak grant: “The Licensor grants the Licensee the right to use the Content for digital purposes.” Better grant: “The Licensor grants the Licensee a non-exclusive licence to reproduce and communicate to the public the three photographs listed in Schedule A on the Licensee’s website, its Instagram and Facebook pages, and in printed brochures of up to 10,000 copies, in India, for two years from the date of delivery, for the purpose of promoting the Licensee’s hotels. Paid advertising, outdoor display and packaging are excluded.”

Three drafting habits help. Define the content in a schedule with file names, durations or word counts, and versions, so there is no doubt about what was licensed. List permitted uses and then say that everything not expressly granted is reserved to the licensor. And tie the grant to a purpose where possible — promoting the licensee’s own business, for example — so that the licensee cannot later resell the content or use it for an unrelated venture.

The software licence guide discusses grant language for software, which follows similar logic but raises different issues such as installation and activation.

Exclusive, sole and non-exclusive

A non-exclusive licence lets the owner license the same content to anyone else, and use it itself. An exclusive licence, as Section 2(j) defines it, gives the licensee a right to the exclusion of all others, including the owner. Commercial practice also uses the term sole licence for a middle position: the owner will not license anyone else, but may still use the content itself. Because “sole” is not a statutory term, the agreement should spell out exactly what it means.

Exclusivity has value and should be priced accordingly. It should also be sliced as narrowly as the licensee genuinely needs: exclusive for streaming in India in Tamil for three years is a very different grant from worldwide exclusivity in all media. Owners should ask why exclusivity is needed and offer a limited window if possible — for example, exclusive for six months, then non-exclusive.

An exclusive licensee gets something important in return: under Section 54 it is treated as an owner for the civil remedies of the Act, so it can sue infringers, generally joining the owner. That is why platforms paying for exclusive content insist on it. A non-exclusive licensee usually cannot sue in its own name and depends on the owner to act.

Territory and language

Online content crosses borders without asking. A licence limited to India still needs to deal with the reality that a website or a platform can be seen abroad. Common solutions are to allow worldwide access to content hosted on the licensee’s own channels while limiting paid promotion, targeted advertising and physical distribution to the licensed territory, or to require geo-blocking where the platform supports it.

Language rights are often sold separately. A Marathi film may be licensed for its original language to one platform and for Hindi and Telugu dubs to another; a book may be licensed for English in India and for translations elsewhere. The agreement should state which language versions the licensee may make or exploit, who owns the translation or dubbed track that the licensee pays to create, and whether the owner may use it after the licence ends.

Term, windows and holdbacks

Term is the period during which the licensee may use the content. It can run from signature, from delivery or from first release, and each choice has consequences: a term that runs from signature shrinks if delivery is late. Renewal terms should say whether renewal is automatic, at whose option, and at what price.

Film and video deals use windows — periods during which particular media are exploited in sequence, such as theatrical release, then streaming, then television. A holdback is a promise by the owner not to exploit the content in another medium for a period, to protect the licensee’s window. For example, a streaming platform may insist that the film is not shown on free television for twelve months after its streaming premiere.

For marketing content, term and use should be linked. A brand that uses a creator’s image in a paid campaign for three months and then keeps the post on its page for years is getting two different things; the licence should say whether the organic post may remain and whether the paid use must stop. Our influencer agreement guide discusses paid amplification of creator content in detail.

Media that do not exist yet

Section 18, as amended in 2012, provides that an assignment does not extend to a medium or mode of exploitation that did not exist or was not in commercial use when the assignment was made, unless the assignment specifically refers to it. The rule protects authors from signing away rights in technologies nobody had imagined. Whether it applies in the same way to licences is open to argument, but the safer approach is the same: list the media covered, and deal expressly with future media.

Owners usually prefer to exclude future media and negotiate them when they arrive. Licensees making a long-term investment — a platform buying a catalogue for ten years — may ask for a right of first negotiation for new media, or for “all media now known or later developed”. If that wide wording is agreed, it should be a deliberate choice with a price attached, not boilerplate copied from a foreign template.

Sub-licensing and distribution partners

A licensee may need to let others use the content: an advertising agency preparing a campaign, a printer, a cable operator carrying a channel, a platform that syndicates to smart-TV apps, or a distributor in another country. The licence should say whether sub-licensing is permitted at all, to whom, for which rights, and on what conditions.

Owners should insist that any sub-licence is no wider than the main licence, ends when the main licence ends, and is subject to the same restrictions; that the licensee remains liable for its sub-licensees; and that the owner is told who they are. Where revenue is shared, money earned through sub-licensees should flow into the calculation, and statements should show it separately.

Edits, adaptations and dubbing

Almost every commercial user changes content: photographs are cropped, recoloured and overlaid with text; videos are trimmed into short clips; articles are shortened and given new headlines; films are dubbed, subtitled and cut for television. Each of these touches the owner’s rights to reproduce and adapt, and each should be dealt with.

A workable clause divides changes into three groups. Changes that are always allowed, such as resizing, cropping for format, adding the licensee’s logo in a corner, and subtitles. Changes that need approval, such as re-editing a documentary, altering a recipe, changing a photograph’s meaning, or combining the content with other material. And changes that are never allowed, such as using the content in a way that suggests the creator endorses a product, altering it to offend, or using a person’s face in a different context.

The author’s moral rights continue whatever the licence says. The right to claim authorship and to object to distortion, mutilation or modification that would harm honour or reputation are explained in our guide to moral rights. A clear approval process for significant edits reduces the risk of a dispute on those grounds.

Credit and attribution

Credit matters to creators: it builds reputation and brings work. The licence should say whether credit is required, the exact form (“Photo: Riya Sharma”, a channel handle, a link), where it appears, and what happens if it is missed. For video, credit may be in opening or closing titles, in a description, or in the platform’s metadata. For stock-style use, owners sometimes accept no credit in return for a higher fee.

Artificial intelligence

Content is now valuable not only for what it shows but for what it can teach a machine. Text, images, audio and video are used to train and fine-tune AI models, and AI tools are used to create new content from old. Indian law has not settled whether training a model on copyrighted material without permission is lawful; the question is being argued before the Delhi High Court in a case brought by a news agency against an AI company, and the outcome may take time. A licence should not wait for the answer.

For owners, the usual position is an express prohibition: the licensee may not use the content, or allow it to be used, to train, fine-tune, test or improve any machine learning or AI system, or to generate synthetic content that imitates it, without separate written permission. For licensees that do want AI rights, the grant should be specific: which models, whether the resulting model can be offered to others, whether outputs may reproduce recognisable parts of the content, and what extra fee applies.

Two further points are worth covering. A voice, face or style that is recognisable should not be cloned without the person’s consent, whatever the copyright position; courts in India have protected well-known personalities against unauthorised AI imitation. And the licensee should say whether its own tools, such as automatic captioning or upscaling, use third-party AI services that might keep or learn from the content.

Third-party material inside the content

Most content borrows something. A video may use a stock music track, a clip from a news channel, a font, a map, or artwork visible in the background. A photograph may show a copyrighted sculpture, a painting on a wall, or a trademark on a product. The licensor must know what is inside its content and whether it has the right to pass that material on.

The licence should include a schedule of third-party elements and their status — owned, licensed with the right to sub-license, or excluded — and a warranty that everything not listed is the licensor’s own. Where a stock asset was licensed only to the creator, the licensee may need its own licence for it. Our software development guide covers the same problem for designs and assets inside apps.

People, places and brands on screen

Copyright is only one layer. People who appear in content have their own interests. Performers — actors, singers, dancers, musicians — have performers’ rights under Sections 38 and 38A, and their consent is needed to record and exploit their performance. Ordinary people who are identifiable, especially in commercial use, should have signed a release. Engaging performers is covered in our artist agreement guide. Children appearing in content need consent from a parent or guardian, and extra care about where and how the content is used.

Personality rights — the right to control commercial use of one’s name, image, voice and likeness — have been recognised and enforced by the Delhi and Bombay High Courts, particularly for well-known people. A licence of a creator’s video does not automatically give the right to use the creator’s face in a brand campaign; that permission should be separate and express, as our guide on name, face and voice explains.

Private property, trademarks and logos can also raise issues, particularly where content suggests an association that does not exist. The licensor should warrant that it has any location releases needed and that the content does not falsely suggest endorsement by any brand.

Music: two copyrights and the societies

Music is the area where licences are most often incomplete. A recorded song contains at least two copyrights: one in the musical work and lyrics, usually controlled by the composer, lyricist or a music publisher, and one in the sound recording, usually owned by the label or producer who made the recording. A user who wants to put the song in a video needs a synchronisation licence covering both, unless the use falls within a licence already held by the platform.

Copyright societies registered under Section 33 grant licences on behalf of their members for certain uses — for example, public performance of music in shops, hotels and events. Public performance licences are not the same as a licence to put music into a video or advert. Broadcasters may rely on statutory licences under Section 31D for radio and television broadcasting; whether that extends to internet streaming has been disputed in the courts, so online services should not assume it does.

The 2012 amendments added protection for authors of lyrics and music incorporated in films and sound recordings: the right to receive royalties for certain uses cannot be assigned or waived except to legal heirs or a copyright society. Agreements that try to buy out those royalties should be checked carefully. Our music and film rights guide covers deals where music is the main subject.

Films, series and streaming platforms

Licensing a film or series to a platform or broadcaster involves the same principles on a larger scale. The agreement should define the titles, versions (theatrical cut, censored cut, director’s cut), languages, the rights granted — subscription streaming, advertising-supported streaming, pay-per-view, television, in-flight — the territory, the licence period for each title, exclusivity and holdbacks, and the delivery materials.

Regulatory status matters. A film released in cinemas needs certification under the Cinematograph Act. Content published on streaming platforms is subject to the Code of Ethics in Part III of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, under which publishers classify content by age and provide access controls. The licence should say who classifies, who handles viewer complaints, and whether the licensor must deliver edited versions if a regulator or court requires changes.

Photographs and stock imagery

Photographs are licensed more than any other content, and most disputes involve them. The common distinction is between editorial use — in news or commentary, where releases from people shown may not be required — and commercial use, to advertise or sell something, where releases are essential. The licence should say which it is.

For a direct licence from a photographer, set the number of images, sizes and resolution, the media and print runs, whether the licensee may crop or retouch, whether the image may be used on packaging or merchandise, and the credit line. For stock platforms, the licence is usually the platform’s standard terms, which differ between standard and extended licences; a business should keep a record of the licence for every image it uses. The letter that arrives when an image was taken from a search engine is described in our guide on photographs and stock images.

Where a business commissions a shoot, the question of ownership arises first. Our photography contract guide explains who owns what from a commissioned shoot, and a licence can then govern any wider use.

Articles, books and syndication

Text is licensed in many forms: a columnist allowing a newspaper to republish a piece, a publisher syndicating articles to a portal, a book extract used in a textbook, a blog post translated for another market, a report licensed to a consultancy. The same questions apply — which text, which uses, where, how long — with some particular to text.

Syndication agreements should say whether the licensee may edit for length, change headlines, add images, place advertising around the text, and whether it must link back to the original. Search engine duplication matters to online publishers, so the licence may require a canonical link or a delay before republication. Book extracts should specify the number of words or pages, the edition, the print run or digital distribution, and the acknowledgement.

Online courses and educational content

Teachers and trainers increasingly license their courses to edtech platforms, coaching institutes and corporate training providers. These deals raise questions that ordinary content licences do not: whether the platform may re-record or re-edit lectures, whether the teacher may sell the same course elsewhere, whether students may download videos, whether the platform may update the course after the teacher leaves, and who owns assessments and study notes created by the platform around the course.

Revenue is often shared per enrolment or as a percentage of course fees. The definition of revenue — before or after discounts, refunds, platform fees and taxes — should be written as carefully as in any revenue-sharing agreement. Teachers should secure the right to use their own material in live classes and future courses, and a limit on how long the platform may keep selling after the licence ends.

Fee models

The fee should match how the content will be used and how easily that use can be measured.

Swipe to see the full table
ModelHow it worksGood forWatch out for
Flat feeOne payment for the licenceDefined, limited uses: a campaign, a brochure, a websiteUses growing beyond what was paid for
Per use or per titleA price for each image, clip, article or filmCatalogues, stock-style dealsCounting uses; bulk discounts
Periodic feeMonthly or yearly payment while the licence runsLibraries, databases, continuing accessPrice revision; what happens if unpaid
Revenue shareA percentage of what the licensee earnsCourses, streaming, merchandiseDefinition of revenue; reporting; audit
Advance plus royaltyAn upfront sum recouped from a revenue shareBooks, films, music cataloguesWhether the advance is refundable
Barter or exposureCredit, products or promotion instead of moneyEarly-stage creators, collaborationsStill needs a written grant; tax may apply

Flat fees should be linked to a described use, with a price list for extra uses — another year, another territory, paid advertising, print over a stated number of copies. That turns later disagreements into straightforward invoices. For revenue-based models, our revenue-sharing guide explains how to write the deduction schedule so that the share cannot shrink quietly.

Advances and minimum guarantees

An advance is paid before earnings are known and is then recovered, or “recouped”, from the owner’s share of revenue. A minimum guarantee promises the owner a floor: if the share earned during a period is less than the guarantee, the licensee pays the difference. Both protect the owner against a licensee that takes the content and does little with it, particularly where the licence is exclusive.

The agreement should say whether the advance is refundable if the content never earns it out — it usually is not, unless the licensor fails to deliver or breaches a warranty — whether recoupment is limited to the same title or can be cross-collateralised against other titles, and what happens to the guarantee if the licence ends early. Our guide on minimum guarantees covers the mechanics in more detail.

Usage reports and audit

Where money depends on use, the owner needs to see the use. The licence should require regular statements — monthly or quarterly — showing, for each title or asset, the uses made, units sold or streamed, gross revenue, each deduction and the share payable. Online platforms can usually provide dashboards; the licence should say that the dashboard figures are the basis of payment and that the licensee must keep them accessible after the term.

An audit right lets the owner, or an accountant it appoints, examine the licensee’s records once a year on notice. The usual terms are that the owner bears the audit cost unless it reveals an under-payment above a threshold, say five per cent, in which case the licensee pays the cost and the shortfall with interest. Records should be kept for a period after the term so that the final years can be checked. Audit clauses are covered at greater length in our revenue-sharing guide.

Delivery, masters and acceptance

The licence should say what the licensor delivers, in what format and by when. For photographs, that may be high-resolution files with metadata. For video, file formats, resolution, frame rate, audio tracks, subtitles and artwork. For films, a delivery schedule running to many pages: picture and sound masters, trailers, stills, music cue sheets, censor certificates, chain-of-title documents and clearance reports.

Acceptance should work in both directions. The licensee should have a short period to check technical quality and reject defective materials, and the licensor should have a period to cure. If the licensee does not reject within the period, the materials are treated as accepted. Delivery should be recorded — an email with a file link and a checksum is enough — because the term, payment and lapse rules often run from it.

Warranties

The licensee is paying for rights it can rely on, so it will ask the licensor to promise certain things. Typical warranties from the licensor are that it owns or controls the rights granted; that it has not granted conflicting rights to anyone else; that the content is original or all third- party material is cleared; that everyone who appears has consented; that the content does not defame anyone, invade privacy or break any law; and that no claim is pending or threatened.

Licensors should keep these promises to what they know and control. A small creator can reasonably promise that a photograph is her own and that she has a release from the person shown; she should not promise that the licensee’s use of the photograph in any context will be lawful. Warranties about what the licensee does — its captions, its product claims, its combination of the content with other material — belong to the licensee. The licensee should in turn warrant that it will use the content only as licensed, comply with applicable law, and not use it in a misleading or offensive way.

Where content could be defamatory, for example an investigative documentary, both sides should know who has checked it before release. Our defamation guide explains the risks.

Indemnities and limits

An indemnity is a promise to cover the other side’s loss from a particular kind of claim. In content licences the licensor usually indemnifies the licensee against claims that the content infringes someone else’s rights, and the licensee indemnifies the licensor against claims arising from the licensee’s use outside the licence or its own additions to the content.

The indemnity should set out a procedure: prompt notice of the claim, the indemnifying side’s right to control the defence, cooperation, and no settlement without consent. It is fair for an individual creator’s liability to be capped — often at the fees received, or a multiple of them — except for deliberate copying or fraud. A large platform licensing from a small studio may still ask for a higher cap, and the studio should consider insurance if the risk is real.

Complaints and take-downs

Online content can attract complaints: a claim of copyright infringement, a privacy complaint from someone shown, a defamation notice, a platform’s automated content-matching claim, a regulator’s direction. The licence should say what each side does when that happens.

A practical clause gives the licensee the right to remove or disable the content temporarily on receiving a credible complaint, requires it to tell the licensor promptly, and requires the licensor to provide information and, where appropriate, a counter-notice or the documents needed to restore the content. If content is removed for more than a stated period because of the licensor’s breach, the licensee may be entitled to a refund of part of the fee or replacement content.

How platforms handle copyright complaints, and why foreign take-down procedures are not Indian law, is explained in our guide on platforms.

Acting against infringers

If a third party copies the licensed content, someone must act. The owner can always sue; an exclusive licensee can sue too, under Section 54, and the owner is usually made a party. The licence should say who has the first right to act, who decides whether to sue or settle, who pays the costs, how any damages or settlement money is divided, and whether the other side must cooperate by providing documents and joining proceedings.

Termination and what survives

A content licence normally ends on expiry of the term, but it should also allow termination for serious breach — non-payment, use outside the licence, a false warranty — after notice and a chance to cure. Owners may also want to terminate if a licensee becomes insolvent or is taken over by a competitor. A licensee paying a large sum upfront may resist termination for minor breaches and prefer a right to damages instead.

The exit clause should answer:

Owners should also consider reversion: if the licence is exclusive and the licensee stops exploiting the content, the rights should come back rather than sit unused. Section 19A, as applied by Section 30A, allows a court to revoke an assignment in certain cases, but a clear contractual reversion right is simpler.

GST and TDS

Licensing copyright is generally a supply of service for GST, and the licensor charges GST if it is registered. There is an important exception for individual creators: where an author, music composer, photographer or artist supplies services by way of transfer or permitting use of copyright in an original work to a publisher, music company, producer or similar business, GST is generally payable by the recipient under reverse charge. Since 2019 an author can choose to register and pay the tax instead, subject to conditions. The rate depends on classification; confirm the correct treatment with a chartered accountant before issuing the first invoice.

On the income-tax side, a business paying royalty to a resident generally deducts tax at source under Section 194J — ten per cent in most cases, and two per cent for royalty for sale, distribution or exhibition of cinematographic films — once the annual threshold is crossed. The threshold was revised by the Finance Act, 2025, so check the current figure. Whether a payment is royalty or a payment for services, such as a commissioned shoot, affects the section and rate, and the agreement should describe the payment accurately.

Swipe to see the full table
SituationUsual GST positionUsual TDS position
Individual photographer licenses to a publisherReverse charge on publisher (unless author opted to pay)Section 194J on royalty above threshold
Production company licenses film to a platformForward charge by the licensorSection 194J at the film royalty rate
Creator licenses to a foreign brandMay qualify as export of servicesForeign payer’s own law applies
Indian company licenses from a foreign ownerReverse charge on the Indian companySection 195 withholding, treaty may reduce

Foreign licensors and licensees

Cross-border content deals are routine: an Indian studio licensing a film to a global platform, a foreign stock agency licensing images to an Indian brand, an Indian creator whose videos are licensed to a news network abroad. The agreement should state the governing law and the forum, the currency, who bears bank charges and exchange differences, and how taxes will be handled.

An Indian business paying a foreign licensor must consider withholding tax under Section 195 and the relevant tax treaty, which often reduces the rate if the licensor provides a tax residency certificate and the prescribed forms; the remittance usually needs Form 15CA and, in many cases, a chartered accountant’s certificate in Form 15CB. Grossing up — paying the licensor the full fee and bearing the tax — is a commercial choice that should be written down, because it changes the cost substantially.

Stamp duty, signing and records

Stamp duty is a state subject, and how a content licence is charged depends on the state where it is executed and how the instrument is classified. Most are stamped as agreements, and the duty is modest, but a licence that looks like a transfer of rights may attract more. An unstamped or under-stamped document can be impounded when produced in evidence, so it is better to stamp correctly at signing. Our e-stamp guide explains how to buy stamp paper online.

Section 30 requires the licence to be signed by the owner or an authorised agent. Electronic signatures under the Information Technology Act are valid for this purpose. When a company signs, the signatory’s authority should be clear; for a large deal, a board resolution helps.

Keep a licence file for every piece of content: the signed agreement, the schedule of works, the delivery email, releases and clearances, invoices and payment proof, and screenshots or copies of the uses made. Electronic records are proved in court with the certificate now required by the Bharatiya Sakshya Adhiniyam, 2023, which is easier when records are organised from the start.

A checklist for each side

Swipe to see the full table
If you own the contentIf you are licensing it in
Grant only the media, platforms and territory the user needsMake sure every use you plan is in the grant
Reserve everything not expressly grantedAsk for the chain of title and third-party clearances
Price exclusivity, and limit it in timeGet exclusivity where competitors could use the same content
Require release by a date, or reversionExclude the one-year lapse rule if release may be later
Prohibit AI training unless paid forCheck your own tools for AI processing
Set credit, approval of major edits, and no false endorsementSecure the edits and formats you will need
Statements, audit and interest on late paymentCap reporting to what your systems can produce
Cap your liability; exclude the licensee’s own additionsIndemnity for infringement from the licensor
Clear exit: removal, sell-off, return of mastersRights to keep past posts and archival copies

When a licence is disputed

Where a licensee has gone beyond the licence, the owner can treat the excess use as infringement as well as a breach of contract, which opens the remedies of the Copyright Act, including injunctions. Where payment is the issue, a demand under the agreement, followed by termination and a claim, is the normal route. Disputes over copyright licences of commercial value are generally commercial disputes, and a suit usually requires an attempt at pre-institution mediation first unless urgent interim relief is sought. Contractual disputes under a licence can also be referred to arbitration if the agreement provides for it.

A suit for infringement can generally be filed where the owner resides or carries on business, under Section 62. Filing a suit, seeking an injunction or appearing in arbitration is work for your advocate, whose fee is engaged and paid by you directly. You can find an advocate through our directory.

An example: a food blogger and a snack brand

A food blogger in Pune with a popular recipe channel is approached by a snack company that wants to use eight of her recipe videos and the photographs from them on its website, on its social media, and on the back of a new product pack, with her name. It offers a flat fee.

The licence we would draft identifies the eight videos and twenty-four photographs in a schedule. It grants a non-exclusive licence to reproduce and communicate the videos and photographs on the company’s website and social media pages in India for eighteen months, with a separate paid right to use four photographs on the pack for a production run of one year. Paid advertising using the videos is priced separately per month. The company may add subtitles, its logo and a link to the product, and may cut the videos to shorter lengths; it may not change the recipes, add voice-overs, or suggest that she recommends any product other than the one she has approved. Her name appears as “Recipe by” with her handle.

Because her face appears, a separate clause records her consent to the use of her image for the licensed purpose only. AI training and AI generation of new recipe videos in her style are prohibited. She warrants the recipes and videos are her own and that the background music is from a library that allows commercial sub-licensing; the company is responsible for its own product claims on the pack. On expiry, organic posts may remain but must not be boosted, and pack printing stops, with a three-month sell-off of packs already made. Her advertising disclosure duties are covered in our influencer agreement guide.

An example: archive footage for a documentary

A small production house in Delhi is making a documentary on the history of a city market and wants to use four minutes of footage from a regional news broadcaster’s archive, recorded in the 1990s. The documentary will be offered to streaming platforms.

Before paying, the producer checks what the broadcaster actually owns: the footage was shot by its own staff, but one clip includes a song playing in the background, and another shows interviews with shopkeepers. The licence we would draft identifies each clip by time code, grants a non-exclusive licence to include the clips in the documentary and exploit the documentary in all streaming, television and festival media worldwide for the full life of the documentary, and allows editing, colour correction and subtitling. The song is excluded, and the producer replaces it with licensed music. The broadcaster warrants it owns the footage and gives no warranty about the people shown; the producer takes responsibility for its own narration and context.

The fee is per minute of footage used, with a higher rate if the documentary is licensed to a paid platform. The licence states that the rights do not lapse for non-use in the first year, because the edit may take eighteen months. Credit appears in the closing titles. Platforms that later license the documentary receive a copy of the footage licence as part of the chain of title.

Where content licences go wrong

Our fee and what you get

Our content licensing agreement costs ₹4,999 and is ready in 2 – 5 days. The fee covers a licence for a defined set of content between two parties. For catalogues, multi-territory deals or films with long delivery schedules, we look at the material, agree the scope and tell you the total before we start.

Swipe to see the full table
IncludedWhy it helps
A call to understand the content and the dealThe licence fits the real use
Chain-of-title check and third-party element listYou license only what can be licensed
Grant, exclusivity, territory, term and new mediaNo reliance on statutory defaults
Edits, credit, image and AI termsProtects the creator and gives the user certainty
Fees, statements, audit and tax clausesMoney that can be measured and checked
Warranties, indemnities, take-down and exitClear responsibility when things go wrong
One round of revisions and a signing noteReady to stamp and sign

Related documents — releases, performer agreements, commissioning contracts, NDAs — are quoted separately. Any notice escalating into a court case, or an arbitration, is for your advocate, whose fee is engaged and paid by you directly; we do not quote, collect or share it.

FAQ

Content licensing agreement — questions people ask

What is a content licensing agreement?
It is a written contract in which the owner of content — photographs, videos, music, articles, a course, footage, a film, illustrations or a podcast — permits another person to use it in stated ways, for a stated period and territory, in return for a fee or a share of revenue, while keeping ownership. It records exactly which work is licensed, which uses are allowed, whether the permission is exclusive, what is paid and what happens when it ends.
What is the difference between licensing and assigning copyright?
An assignment transfers ownership of the copyright, or part of it, to someone else. A licence leaves ownership with the owner and only grants permission to do certain acts. After an assignment the original owner generally needs permission to use the work in the assigned way; after a licence the owner keeps the work and can license it again, unless the licence is exclusive for that use.
Does a copyright licence have to be in writing in India?
Yes. Section 30 of the Copyright Act, 1957 says the owner may grant an interest in the right by licence in writing signed by the owner or a duly authorised agent. An oral understanding or an email thread without a clear signed grant is risky: the user may be left arguing that it had an implied permission, which is narrower and harder to prove.
How long does a licence last if the agreement does not say?
Section 30A applies the rules on assignment in Section 19 to licences with the necessary adaptations. Under those rules, where the period is not stated it is taken to be five years, and where the territory is not stated it is taken to be India. It is far better to state both, along with any renewal option.
Can a licence lapse if the content is not used?
Under Section 19(4), as applied to licences, if the licensee does not exercise the rights within one year from the date of the licence, the licence is deemed to lapse unless the agreement says otherwise. Licensees who plan a later release should say expressly that the rights do not lapse for non-use; licensors who want use should say the opposite and add a release deadline.
What is an exclusive licence?
Under Section 2(j) an exclusive licence gives the licensee, to the exclusion of everyone including the owner, a right in the work. Exclusivity can be limited to a medium, language, territory or period — for example exclusive for Hindi dubbing on streaming platforms in India for two years — and should be written that narrowly, so the owner remains free to use the work in every other way.
Can an exclusive licensee sue infringers?
Yes. Section 54 treats an exclusive licensee as an owner of copyright for the civil remedies in Chapter XII, and the owner usually has to be made a party. A non-exclusive licensee cannot usually sue in its own name, so the agreement should say who acts against infringers, who pays and who keeps any damages.
Who owns content made by an employee or a freelancer?
Under Section 17, work made by an employee in the course of employment generally belongs to the employer, but work made by a freelancer belongs to the freelancer unless it is assigned in writing. Before licensing content, the licensor must be sure it actually holds the rights; our freelance agreement guide explains the ownership rules.
Can content licensed to us be edited, dubbed or translated?
Only if the licence allows it. Editing, cutting, translating, dubbing, subtitling, colour grading or adapting a work are uses the owner controls. The agreement should list the permitted changes, any that need approval, and those that are never allowed. The author’s moral right to object to distortion that harms reputation continues regardless of the licence.
Can licensed content be used to train artificial intelligence?
Indian law has not yet settled whether training an AI model on copyrighted material without permission is lawful; the question is being argued before the Delhi High Court. The safe course for both sides is to deal with it expressly: the licence should say whether the licensee may use the content to train, fine-tune or test any AI system, and whether AI-generated derivatives are allowed.
How is a licence fee usually structured?
Common models are a one-time flat fee, a fee per use or per title, a periodic fee, a revenue share, or an advance or minimum guarantee recoupable against a revenue share. The right model depends on how certain the use is and how easily revenue can be measured. Revenue-based deals need a clear definition of revenue, statements and audit rights.
Is GST payable on a content licence fee?
Licensing of copyright is generally a supply of service for GST. Where an individual author, music composer, photographer or artist licenses copyright in an original work to a publisher, music company or producer, GST is generally payable by the recipient under reverse charge, unless the author has registered and opted to pay it. Rates and classification depend on the facts, so confirm with your chartered accountant.
Is TDS deducted on royalty for content?
A business paying royalty to a resident generally deducts tax at source under Section 194J of the Income-tax Act, at ten per cent in most cases and two per cent for royalty for sale, distribution or exhibition of cinematographic films, once the annual threshold is crossed. Payments to a foreign licensor fall under Section 195 and the relevant tax treaty. Confirm current rates and thresholds with your accountant.
Do we need a separate licence for music in a video?
Usually two. A song involves copyright in the musical and literary work (the composition and lyrics) and a separate copyright in the sound recording. A video that uses a commercial track normally needs permission for both, which may come from a music label, a publisher or a copyright society. A licence for the video footage does not cover the music inside it unless the licensor owns and grants those rights too.
What happens to licensed content when the licence ends?
The licensee must stop the licensed uses unless the agreement gives a sell-off period, allows copies already sold or distributed to remain, or permits archival and legal copies. For online content the agreement should say whether posts published during the term may stay up, must be removed, or may remain only without further promotion.
Should a content licence be registered or stamped?
Registration of a licence with the Copyright Office is not required for it to be valid. Stamp duty is a matter of state law and depends on how the instrument is classified; most licences are stamped as agreements, and the correct amount should be checked for the state of execution. A copyright registration of the work itself, though not compulsory, is useful evidence of ownership.
Can a foreign company license content from an Indian creator?
Yes. The agreement should state the governing law and forum, the currency and how the fee is paid, and how taxes are handled. For the Indian creator, the service is often treated as an export for GST if the conditions are met, and inward remittance records should be kept. For an Indian licensee paying a foreign owner, withholding tax and reverse-charge GST need to be planned before the first payment.
What if someone is using our content without a licence?
Collect evidence of the use first, then decide whether to offer a licence or send a notice. Many unauthorised users will agree to pay a fee once contacted. Where they will not, a copyright notice and, if needed, a suit for injunction and damages are available; our copyright infringement notice guide explains the process.
What does your content licensing agreement cost?
Our content licensing agreement costs ₹4,999 and is ready in 2 – 5 days. It covers a discussion of the deal, a check of the chain of title, drafting of the grant, exclusivity, territory, term, fees and reporting, edits, credit and AI terms, warranties, indemnities and exit terms, and one round of revisions. Larger catalogue or multi-territory deals are quoted after we see the material, and we tell you the total before we start. Any court case is for your advocate, whose fee is engaged and paid by you directly.
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