Content Licensing & Distribution

An exclusive licence grants the licensee the sole right to exploit the licensed rights within the specified scope, to the exclusion of all others including the licensor. A non-exclusive licence allows the licensor to grant the same rights to multiple licensees simultaneously. The distinction significantly affects the commercial value of the licence and the licensee’s ability to invest in exploiting the content. Exclusive licences typically command higher fees and are the standard in film distribution and music label agreements. Under the Copyright Act, an exclusive licensee has standing to sue for infringement in their own name, while a non-exclusive licensee does not.

A licensing agreement with a streaming platform should address the specific rights granted (streaming, download, offline access, territory, language, exclusivity window), the term and renewal options, the revenue model (fixed licence fee, minimum guarantee plus revenue share, or pure revenue share), reporting and audit rights, content delivery specifications, marketing commitments, takedown and content removal provisions, liability for third-party IP claims, data sharing (what viewer data the platform shares with the licensor), and termination provisions including content removal timelines. Licensors should also address holdback periods, which restrict the platform from releasing the content during specified windows to protect theatrical, broadcast, or other distribution channels.

Multi-territory distribution can be structured as a single global deal with one distributor, a series of territory-specific deals with local distributors, or a hybrid where a lead distributor handles primary markets and sub-distributes or co-distributes in secondary markets. Each approach has trade-offs in terms of revenue, control, and complexity. Key terms to negotiate include territory and format splits, holdback windows between territories, minimum guarantees and performance thresholds, sub-licensing rights and restrictions, local marketing obligations, and cross-collateralisation provisions (whether losses in one territory can be offset against revenues in another). We advise on structuring distribution arrangements that maximise revenue while maintaining appropriate control over how content is exploited in each market.