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SoundExchange Agreement

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SOUNDEXCHANGE AGREEMENT

This SoundExchange Agreement ("Agreement") is entered into as of Effective Date: by and between the parties set forth below.

Parties

RECITALS

WHEREAS, Licensor owns or controls certain rights in and to sound recordings and related performance rights and is authorized to license the use of such recordings (the "Recordings"); and

WHEREAS, Licensee desires to obtain from Licensor certain limited rights to use the Recordings in accordance with the terms set forth in this Agreement, and Licensor is willing to grant such rights subject to the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Licensor grants to Licensee a nonexclusive, nontransferable license to use the Recordings solely for the purposes described in the Scope of Work, subject to the limitations and conditions set forth in this Agreement. Licensee shall not exploit the Recordings beyond the scope described without prior written consent from Licensor.

PAYMENT TERMS

In consideration for the rights granted herein, Licensee shall pay Licensor as follows:

Licensee shall pay all invoiced amounts within the timeframes set forth in the Payment Schedule. Overdue amounts shall accrue interest at the rate specified in the Late Payment Fee provision above. Licensee is responsible for any taxes, duties or similar governmental charges arising from payments under this Agreement.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement upon written notice to the other party in the event of a material breach that remains uncured for days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice.

Upon termination, Licensee shall cease all uses of the Recordings not expressly permitted to survive termination and shall pay all amounts accrued through the effective date of termination.

CONFIDENTIALITY

During the term of this Agreement and for a period of three (3) years thereafter, each party shall hold in confidence and not disclose to any third party any confidential information of the other party, including without limitation business terms, financial information, metadata associated with Recordings and nonpublic technical information ("Confidential Information"), except as required by law or to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification must be in writing and signed by both parties.

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or a sale of voting securities.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its breach of this Agreement, its gross negligence or willful misconduct.

NOTICES

REPRESENTATIONS AND WARRANTIES

Licensor represents and warrants that it has full right, title and authority to grant the rights granted herein and that the exercise of such rights by Licensee in accordance with this Agreement will not infringe the rights of any third party. Licensee represents and warrants that it will use the Recordings in compliance with all applicable laws and with the terms of this Agreement.

Licensor:

By:

Date:

Licensee:

By:

Date:

Enter text✕

What a SoundExchange Agreement covers

A SoundExchange Agreement is a contract used by recording artists, rights holders, and payees to register for and authorize collection and distribution of digital performance royalties for sound recordings. The agreement typically identifies the recording(s), designates the payee or collection agent, and documents tax and payment details so SoundExchange or an authorized representative can receive, collect, and disburse royalties on behalf of the payee. It defines payment routing, reporting contact information, and the scope of rights transferred or assigned for noninteractive digital transmissions.

Why the SoundExchange Agreement matters

A clear agreement ensures entitled parties receive digital performance royalties, documents payee identity and tax information, and creates an auditable record for distribution, tax reporting, and dispute resolution.

Why the SoundExchange Agreement matters

Typical parties that complete a SoundExchange Agreement

Who completes this agreement depends on ownership and payment routing: the artist, label, manager, or an authorized payee agent.

  • Independent artists and performers who claim direct payment of digital performance royalties
  • Record labels and distributors registering multiple recordings and routing payments
  • Managers, attorneys, or collection agents authorized to receive or allocate revenue

Verify authority before signing: the legal payee and any appointed agent must be identified and able to provide tax and banking details.

Core elements to include in a professional agreement

A SoundExchange Agreement should be concise but complete, listing parties, recordings, payment routing, tax details, assignment language, and signature blocks to support timely royalty distribution and accurate reporting.

Parties

Full legal names for the payee and any agent, including entity type (individual, LLC, corporation) to avoid ambiguity in tax reporting and bank verification.

Scope

A clear description of which sound recordings and types of digital performance (noninteractive streams, webcasts) are covered by the authorization.

Payment Routing

Bank account or payee account instructions, currency, and any intermediary collection agent details used for depositing royalties.

Tax Details

Taxpayer Identification Number (TIN) or Employer Identification Number (EIN) and any W-9/W-8 status required for U.S. tax withholding and reporting.

Term & Termination

Effective date, renewal or termination conditions, and post-termination payment handling for royalties earned before termination.

Signatures

Signed and dated signature block for authorized signers with printed names, titles, and witness or notarization details if required.

Essential information required on the form

Payee Name: Full legal name
Tax ID: TIN or EIN
Banking: Routing and account
Recording IDs: Track titles and ISRCs
Effective Date: MM/DD/YYYY
Authorized Signer: Name and title

Step-by-step: completing a SoundExchange Agreement

Follow these steps to prepare, review, and submit the agreement so registrations and payments are processed without avoidable delays.

  • 01
    Gather records: Collect ISRCs, tax ID, and banking details before starting.
  • 02
    Complete fields: Fill all required fields using exact formats and full legal names.
  • 03
    Confirm authority: Ensure signatory has legal authority to bind the payee or entity.
  • 04
    Submit and retain: Send the signed agreement to the collecting agent and keep a retained copy.

Configuring an online SoundExchange Agreement workflow

Set up a repeatable digital workflow to collect data, authenticate signers, and archive executed agreements securely.

Field Configuration
Enable e-signatures Allow ESIGN-compliant signing and capture audit trail.
Authentication Use email + optional SMS or KBA for stronger signer verification.
Template fields Pre-fill ISRC, payee name, and tax fields to reduce errors.
Notifications Auto-send copies to payees and accounting on completion.

Where to send the completed agreement

After signing, route the executed agreement to the appropriate recipient and keep proof of delivery and execution.

  • Upload to SoundExchange: Submit via SoundExchange account portal when available.
  • Send to agent: Deliver to your collection agent or label as instructed.
  • Retain copies: Store signed PDFs in your records for audits.
  • Share receipts: Provide signed confirmation to payees and finance teams.

Electronic submission and format considerations

Use standard file formats and verified platforms to ensure long-term accessibility and legal defensibility.

  • File Formats: PDF or PDF/A preferred for signed records
  • Integrations: Salesforce, NetSuite, Google Workspace supported
  • Authentication: Email + SMS or KBA where higher assurance is needed

Key timelines and processing expectations

Understand common processing windows to avoid missed distributions and to meet tax reporting cycles.

Registration processing:

Allow 2–6 weeks for new registrations to be fully processed and matched

Payment cycles:

Digital-performance distributions are typically processed quarterly by many collecting organizations

Dispute window:

Raise allocation disputes promptly; many processes specify 30–90 day windows

Tax reporting:

Expect annual information returns and confirm payee tax status before year-end

Record retention:

Keep executed agreements for at least the period required for tax and audit purposes

Penalties and risks to avoid

Incorrect TIN: May trigger 24% backup withholding
Unauthorized signature: Could void payment routing and trigger disputes
Missing bank details: Leads to payment rejection or returned funds
Late dispute: Forfeits recovery rights in many allocation processes
Incomplete recording IDs: Delays matching and distribution
Improper assignment: May transfer rights unintentionally without compensation

Common mistakes when preparing the agreement

  • Using a stage name or DBA without the legal name—causes tax and bank verification rejections
  • Failing to include ISRCs or clear recording identifiers—delays royalty matching and payout
  • Signing without verifying authority—agents must provide written authorization to accept payments
  • Submitting inconsistent tax or banking details across systems—creates reconciliation and withholding errors

Comparing eSignature vendors for executing the SoundExchange Agreement

Vendor pricing and feature availability vary; signNow is listed first. Confirm plan details and enterprise features with each vendor prior to purchase.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no credit card required Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Premium tier) Yes Varies by plan Yes Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Varies by plan Varies by plan Varies by plan Varies by plan

Frequently asked questions about the SoundExchange Agreement

Answers to common execution, tax, and submission questions to help avoid processing delays and disputes.


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