Sunset Clause in Music Publishing Deals

A sunset clause is the part of a music contract that keeps someone collecting from your work after you have stopped working with them. In management deals it is a commission that outlives the term. In publishing administration the same idea wears a duller name: the post-term collection window, the stretch of months after you cancel during which your former administrator still takes its cut of royalties earned while you were signed.

The short version: a sunset clause is normal and, in publishing, necessary. Societies pay late enough that a company with no window could not pay you at all for your last year of streams. The thing worth reading closely is not whether a window exists but where it ends, and whether the contract makes the company release its registrations when you ask. That second clause is the one that actually decides how fast you get free.

Why the clause exists

Start with the reason, because a lot of advice online treats any post-term payment as predatory.

Royalty money moves slowly. A stream that happens in March is reported by the platform, matched to a work, batched by a collection society, and distributed on a quarterly or semi-annual schedule. Six to twelve months between the use and the payment is ordinary, and international income routed through a foreign society and back can take longer.

Now cancel your administration deal on the first of April. Every dollar you earned in the previous year is still in transit. If your agreement ended cleanly on the cancellation date, the societies would keep sending that money to an administrator with no contractual right to receive it or pass it on, and it would sit unclaimed. Money stranded that way is a large part of what we dig out when a new artist joins our roster, and it is the subject of our piece on unclaimed music royalties.

A post-term collection window solves it. For a defined period, the outgoing company keeps collecting what you earned during the term and keeps paying it through to you.

The manager version is the one people write about

Search the phrase and almost everything you find is about management agreements, not publishing. The concept is worth borrowing because managers' contracts show the abuse in its clearest form.

Music attorney Erin M. Jacobson, who sits on the board of the Association of Independent Music Publishers, describes the mechanic plainly: management agreements often set the sunset commission at the full rate, often 15 to 20 percent, and often lasting in perpetuity. Her view, which we share, is that "a sunset provision is not unfair in itself" because a manager who built a project deserves to share in what it earns. The unfairness is in the numbers. An artist should not pay a former manager a full commission forever while also paying a current manager. A negotiated clause runs for a set number of years and then ends, sometimes stepping the percentage down along the way.

She also explains the name. It is called a sunset clause because the commission "tapers off and fades away just like an actual sunset." Worth holding onto, because the publishing administration agreements we read do not taper. They run at the full rate for a fixed window and then stop, or they run at the full rate and keep going.

The version that actually reaches songwriters

Most independent songwriters will never sign a management agreement. Far more of them sign a publishing administration agreement, usually online, usually without reading past the commission rate. That agreement contains a sunset clause under another name.

Three things vary between companies, and they matter in this order:

1. Does the window have a stated end? A fixed number of months is a promise you can hold someone to. A window that runs until some condition is met, such as until your works are registered elsewhere, is open-ended by construction, because meeting the condition depends on paperwork the other side controls.
2. Does the contract oblige the company to release its registrations? This is the clause that ends the sunset in practice. More on it below.
3. What happens to money that arrives after the window closes? Some agreements are silent, which is not the same as favorable.

Note what is not on that list: the commission rate. Rates across open-enrollment administrators cluster tightly, which is why our Songtrust comparison argues that exit mechanics separate these companies far more than pricing does.

What the open-enrollment administrators do

Two concrete examples, taken from each company's published material rather than from anyone's marketing.

Songtrust explains its own window in its help center, and the explanation is a fair one. On cancellation it provides a Letter of Relinquishment to give to your new publisher, and notes that some collection societies "may spend the next year sending us royalty payments for streams and other uses that occurred during the term" of the agreement, which it continues to collect and pay through. That is the slow-money problem described above, handled the way it should be.

Our own terms run 12 months on the same logic, with a firm stop at the end: once the window closes Davincii has no further right to collect or take fees regardless of when the money was earned, and any royalties that land in our accounts afterwards get forwarded to you with nothing taken out. We stop making new registrations the day the agreement ends. A final accounting follows within 60 days of the window closing.

We are not neutral here and there is no point pretending otherwise. What we will say is that the difference between these two arrangements is smaller than the difference between either of them and a clause with no stated end.

The clause that actually ends a sunset

Here is the part most people get wrong, and the reason we think length is the second most important term rather than the first.

A collection window does not reach out and grab money. It collects what the societies route to it, and the societies route money according to who is registered on the work. As long as your former administrator's registrations are still sitting on your songs at ASCAP, the MLC, and every foreign society, money keeps flowing to that company by default. The window's end date does not change the registrations. It only changes whether the company is entitled to take a fee from what those registrations deliver.

So the operative clause is the handoff. Does the agreement require the company, at your written request, to release or relinquish its society registrations, and within what period? Songtrust's Letter of Relinquishment is that mechanism. Our agreement puts a 30-calendar-day deadline on it. If an agreement you are reading has no such obligation at all, the length of its collection window is close to beside the point, because the registrations underneath it will outlive the window and keep pointing at a company you no longer work with.

That is also the honest answer to "how long until I am fully free." Not the window. The window plus however long it takes your new administrator to get clean registrations accepted at every society, which is measured in months and depends entirely on the relinquishment paperwork arriving.

What no contract can sunset

One protection sits above all of this and cannot be drafted away.

Section 203 of the Copyright Act lets an author terminate a transfer or license they granted on or after January 1, 1978. Termination can be made effective during a five-year period that opens 35 years after the grant was executed. Where the grant covers the right of publication, the clock instead starts 35 years after the work was published under it or 40 years after execution, whichever ends earlier. You serve written notice on the grantee somewhere between two and ten years before the effective date you pick, and you record a copy with the Copyright Office before that date, which is a condition of it taking effect.

The sentence that matters is subsection (a)(5): termination "may be effected notwithstanding any agreement to the contrary." The House Report accompanying the 1976 Act is blunter still, saying the right "cannot be waived in advance or contracted away." Congress wrote it that way because of what it called the unequal bargaining position of authors, and because nobody can value a song before it has been exploited.

Two caveats, since this gets oversold on the internet. It does not apply to works made for hire, and 35 years is a long time to wait. It is a backstop against a catastrophic lifetime grant, not a way out of an administration deal you signed in March. For that, read the termination clause.

Three questions before you sign

Take any administration agreement, including ours, and find the answers to these before the commission rate enters the conversation:

1. How do I end it, and when does that take effect? Look for a notice period stated in days and whether there is a minimum term. Ours is 30 days' written notice with no minimum, no lock-in, and no penalty.
2. How long does the company keep collecting and taking fees after that, and what happens to money arriving after the window? A stated number of months plus a stated treatment of late money is what you want. Silence on the second half is a gap, not a courtesy.
3. Will it relinquish its society registrations when I ask, and how fast? If the answer is not in the contract, ask in writing before signing and keep the reply.

An agreement that answers all three in plain numbers is telling you something about how it expects the relationship to end, which is a reasonable thing to know at the start. Our full model, and what the administrator is actually doing for the commission, is set out in the publishing administration guide; the background on the job itself is in publishing administration explained.

The clause is called a sunset for a reason. Make sure yours has one.