Music Contracts for Independent Artists in India: The Clauses You Should Understand Before You Sign

By Vedika Mittal (Head of IP; Counsel), Sharma Kemp Chambers

Most independent artists I meet describe their contract in the same way: “It’s just a standard deal.” Sometimes it is. More often, it is a document drafted by a label, distributor or publisher with a great deal of experience of what each clause is worth, presented to an artist who has waited years for the offer and is understandably reluctant to jeopardise it by asking questions.

The difficulty is that a music contract is rarely a single transaction. It is a bundle of separate rights, some of which belong to the artist as composer, some as performer, and some, once a recording exists, to whoever paid for it. A signature in the wrong place can transfer all of them at once, for longer than the artist intended, in more territories than were discussed, for a share of income that nobody calculated properly at the time.

This guide sets out the kinds of agreements independent artists are most commonly asked to sign in India, how Indian copyright law allocates ownership in a song, and the clauses that, in my experience, most often decide whether a deal turns out to have been a good one. It is written for artists, managers and bands, though labels and producers who want their own paperwork to hold up will find it useful too.

Start Here: A Song Is Several Different Assets

Before assessing any clause, it helps to be clear about what is actually being sold, licensed or shared. Indian law treats a recorded song as a layered set of rights, and different people can own different layers.

Under Section 17 of the Copyright Act, 1957, the author is generally the first owner of copyright, subject to exceptions such as work created under a contract of service. The point that catches independent artists out is that recording a song does not merge these layers. If an artist writes, performs and funds a track entirely alone, they hold every layer, which is a strong position. If a producer co-writes, a session musician contributes a hook, or a label funds the studio time, ownership can fragment quickly unless it is addressed in writing from the beginning.

The Main Agreements You Are Likely to Meet

Not every music contract has the same shape, and the risks differ accordingly.

The Clauses That Matter

1. Assignment or Licence: The Question Behind Every Other Question

The single most important thing to establish in any music contract is whether the artist is being asked to assign their rights or merely to license them. An assignment transfers ownership; a licence lets someone else use the work while ownership stays with the artist. The financial and creative consequences are very different, and a surprising number of agreements blur the two, using the language of one while achieving the effect of the other.

If the document says the artist “grants” or “assigns” all right, title and interest, that is ownership leaving the artist’s hands. If it says the label has an exclusive licence for a stated period, ownership is retained and returns when the term ends. For independent artists whose catalogue is their principal long-term asset, retaining ownership, or at least securing a clear reversion, is usually worth negotiating hard for, even at the cost of a smaller advance.

2. Duration and Territory: Where Indian Law Quietly Helps

Section 19 of the Copyright Act sets out how an assignment must be made: it must be in writing, signed by the assignor, identify the work, and specify the rights assigned, the duration and the territorial extent. It also supplies defaults where the contract is silent. If the duration is not stated, the assignment is deemed to last five years from the date of assignment; if the territory is not stated, it is presumed to extend only within India. Under Section 19(4), if the assignee does not exercise the rights within a year of the assignment, the assignment is treated as lapsed unless the contract says otherwise.

These defaults are protective, but a competently drafted label contract will almost always displace them. The usual formulation is “in perpetuity” and “throughout the universe”, which is a perfectly lawful instruction and exactly what an artist should look for. An artist who sees those phrases is being asked for far more than the statute would give by default, and should price the deal accordingly. Equally, an artist should not assume the default will save them: where a contract specifies perpetuity, the five-year rule simply does not apply.

3. Royalties, Accounting and Audit

Royalty clauses are where the commercial reality of a deal sits, and where vagueness is most expensive. Section 19(3) requires an assignment to specify the amount of royalty or other consideration payable. In practical terms, an artist should expect the contract to answer the following:

• the percentage or share payable, and on what base (gross receipts, net receipts, or receipts after deductions);
• which deductions the label or distributor may take before the artist’s share is calculated;
• how often statements are rendered and payments made;
• the artist’s right to inspect books and records, and how far back an audit may reach; and
• what happens when a platform or collecting body pays late.

“Net receipts” is the phrase to read most carefully. A generous headline split can be reduced considerably by a long list of permitted deductions, and the deduction clause is rarely where a first-time signatory looks.

4. Advances, Recoupment and Cross-Collateralisation

An advance is not a gift. It is a loan against future royalties, and under most agreements it is recouped from the artist’s share before any further payment is made. Two points deserve attention.

First, what counts as recoupable. Some agreements allow the label to recover marketing spend, video production, and even tour support from the artist’s royalties. Where that is so, an advance that looks substantial can mean that no royalty cheque arrives for years.

Second, whether the agreement is cross-collateralised. Where it is, a shortfall on one release is recovered from earnings on another, so a successful track pays off the label’s losses on a failed one before the artist sees anything. This is common, but it is a commercial concession, not a neutral drafting convention, and it should be priced as one.

5. The Royalty Right That Cannot Be Signed Away

This is one of the less well-known features of Indian law, and one that independent songwriters in particular should understand. The Copyright (Amendment) Act, 2012 introduced provisos to Section 18, and Sections 19(9) and 19(10), which protect authors of literary and musical works included in a sound recording or a film. In broad terms, the author cannot assign or waive the right to receive royalties for exploitation in any form other than the exhibition of a film in a cinema hall, and that royalty is to be shared on an equal basis with the assignee. An agreement to the contrary is void to that extent. The 2012 amendment also provides that an assignment does not extend to any mode or medium of exploitation that did not exist, or was not in commercial use, when the assignment was made, unless the assignment specifically refers to it.

Courts have begun to apply these protections in practice. In April 2023, the Bombay High Court, in a suit brought by the Indian Performing Right Society, held that authors of the underlying lyrics and music in a sound recording own separate copyright, and that the right to receive royalty flows from that ownership. The court treated the 2012 scheme as directed at ensuring that authors of underlying works receive what they are due.

In practical terms, an artist who is also the songwriter should be suspicious of any contract that purports to buy out all future royalties for a lump sum, and should not assume that a label’s standard “waiver” language is enforceable. These protections are for authors of musical and literary works. A producer who has assigned a sound recording stands in a different position.

6. Performing Rights Societies and Overlapping Grants

Independent artists who are composers or lyricists will often be members of, or considering joining, the Indian Performing Right Society (IPRS), which collects performance royalties on behalf of authors, composers and publishers. Members typically assign their public performing rights in their works to the society. That creates a trap: if a label or publisher contract also purports to grant or assign those same public performing rights, the artist has promised the same right to two parties, and one of them will be disappointed.

The cure is simple but needs doing before signature: carve public performance rights out of the label or publishing grant where they are, or will be, assigned to a society, and warrant accurately what has already been granted. Licensing in this area has also been the subject of recent litigation, including a Delhi High Court decision holding that a body which is not registered as a copyright society under Section 33 cannot itself grant licences over works it does not own. Artists should therefore understand whether the body they are dealing with is a registered society, a licensee, or merely an agent, because each has a different authority to collect and license. I would recommend verifying the current status of any collecting body before relying on its authority, as this area is still moving.

7. Release Commitments and Creative Control

A label that acquires exclusive rights over an artist’s recordings has every incentive to hold the artist to a delivery schedule, but no automatic obligation to release the music. Look for three things.

A minimum release commitment: the label should undertake to release delivered recordings within a defined period, failing which the artist should be entitled to terminate or recover the rights. Without this, a recording can sit unreleased indefinitely, and the artist can be prevented from releasing it elsewhere.

Approval rights over artwork, remixes, edits and promotional use of the artist’s name and likeness.

Credit obligations, ensuring that the artist, and any featured performers and co-writers, are credited accurately wherever the recording appears.

Moral rights are relevant here as well. Section 57 of the Copyright Act protects an author’s right to claim authorship and to restrain distortion or mutilation of the work that would prejudice their honour or reputation, and performers have comparable protection under Section 38B. These rights survive an assignment of copyright, but they are narrow, and they are not a substitute for a contractual approval right.

8. Exclusivity and Key-Person Restrictions

Recording contracts commonly restrict the artist from recording for anyone else during the term. That is reasonable in principle. What deserves scrutiny is its reach: does it cover only recordings, or also live performance, collaborations, appearances on other artists’ tracks, and brand partnerships? Is it limited to the artist’s own name, or does it extend to any project in which they take part? A broad exclusivity clause combined with a long term, and no minimum release commitment, can leave an artist unable to work while the label does nothing.

9. Management Commission and the Post-Term Tail

A management agreement raises its own set of questions, because a manager’s commission is usually calculated on gross income. The points I look for first are whether commission applies to income earned before the manager was engaged (it should not), how long it continues after termination, and whether the manager can bind the artist to contracts without separate approval. A sunset provision, reducing commission in stages after termination, is a reasonable and common request. A permanent commission on a catalogue the manager helped build for a few years is not.

10. Synchronisation, New Media and Technology

Synchronisation licences, which allow music to be used in advertisements, films, series or games, are often negotiated informally and priced inconsistently. Artists should insist on clarity about the specific use, the medium, the duration and the territory, and on a separate fee for each additional use. Licences should not roll over silently into broader uses.

New technology raises a related issue. Contracts drafted a decade ago may not address generative tools, voice cloning or the use of recordings to train AI systems. The 2012 amendment’s rule that an assignment does not cover modes of exploitation that did not exist at the time, unless specifically referred to, is a helpful principle, but it is no substitute for an express clause. Artists should resist any broad grant of “all technologies now known or hereafter devised” and should consider an express prohibition on using their voice, likeness or recordings to create synthetic performances without separate consent. Indian courts have also developed personality rights to protect against unauthorised imitation of a person’s voice and likeness, and that body of law is increasingly relevant to music.

11. Termination, Reversion and What Survives

An artist should be able to answer a simple question before signing: if this relationship ends, what do I get back, and when? A well-drafted agreement states the grounds for termination by either side (failure to pay royalties, failure to release, insolvency, material breach), provides a cure period, and sets out what happens to the rights afterwards. A reversion clause, returning ownership or exclusive control of the recordings after a defined period or if sales fall below an agreed threshold, is one of the most valuable protections an independent artist can negotiate. Section 19(4)’s lapse rule offers a statutory backstop where rights are not exercised within a year, but it should not be relied upon in place of a drafted provision.

12. Governing Law and Dispute Resolution

Many music contracts include an arbitration clause. That can be a sensible way of resolving a dispute privately and quickly, but an artist should check where the seat is, who appoints the arbitrator, and whether costs are likely to be prohibitive relative to the sums at stake. Section 19A of the Copyright Act also provides a route for disputes about assignments, and the forum for those disputes has changed since the abolition of the Intellectual Property Appellate Board, so the current position should be checked before relying on it. Where a contract has an arbitration clause and the other side will not cooperate in constituting a tribunal, Section 11 of the Arbitration and Conciliation Act, 1996 is the route to securing an appointment.

Two Illustrative Scenarios

These are hypothetical examples, included to show how the clauses above interact in practice.

Scenario 1: The Perpetual Master

A singer-songwriter in her mid-twenties is offered a modest advance by a small label for an EP. The contract assigns “all rights, title and interest in the recordings throughout the universe in perpetuity”. She assumes she has licensed the music for a few years. Reading the clause carefully with a lawyer, she realises that she is selling the masters outright. She negotiates instead for an exclusive licence of seven years, a reversion of ownership at the end of the term, an agreed release date, and an express carve-out for her public performance rights, which she has already assigned to a performing rights society. The advance falls slightly, but she keeps the asset that will matter most in ten years.

Scenario 2: The Co-Writer Who Was Never Mentioned

A duo releases a song that unexpectedly performs well on streaming platforms. A producer who contributed the central melody, working informally in the studio, claims a share of the composition. Nothing was signed. Without a written split agreement, the duo discovers that ownership is genuinely uncertain, that income is being held pending resolution, and that the label cannot clear the track for an advertising licence until it is settled. A one-page split sheet signed on the day of the session would have avoided the whole problem.

A Practical Checklist Before You Sign

Conclusion

A music contract is rarely so bad that no sensible artist could sign it, and rarely so good that nothing could be improved. What distinguishes the artists who do well from those who spend years untangling a deal is usually not the headline fee. It is that they understood what they were being asked to give up, negotiated the two or three points that mattered most to them, and kept their own records in order from the first session onwards. Indian law offers genuine protections to authors and performers, particularly since the 2012 amendments, but those protections are far easier to rely on when the contract has been drafted with them in mind than when they have to be invoked against a document designed to avoid them.

Need Your Music Contract Reviewed?

If you have a recording, publishing, distribution or management agreement on the table, or you are an artist or label who wants your own paperwork put in order, contact Vedika Mittal at Sharma Kemp Chambers. We advise independent artists, managers and labels.

Sources

1. Copyright Act, 1957, Government of India Legislative Department
2. Copyright (Amendment) Act, 2012, Government of India Legislative Department
3. Bombay High Court, suit by the Indian Performing Right Society Ltd on royalties for underlying works in sound recordings, judgment dated 28 April 2023
4. Delhi High Court, ruling on the licensing authority of Phonographic Performance Limited under Section 33 of the Copyright Act, 1957