Songwriting Advice
MFN Missing In Sync Bundles - Traps & Scams Every Musician Must Avoid
Quick truth You love the idea of your song landing in a binge worthy show or a viral ad. You picture checks, clout, friends texting you with crying emoji. Then a company offers a sync bundle with an MFN clause and suddenly your dream sounds like a bargain bin karaoke gig. This guide explains what MFN means, why sync bundles can be sketchy, how scammers and sloppy contracts eat your royalties, and what to say when someone asks you to sign away your life story for five hundred dollars and a promise.
Quick Links to Useful Sections
- Start Here: What Is a Sync Bundle
- Real life scenario
- Define MFN: Most Favored Nation Clause Explained
- Why MFN Sounds Good on Paper and Horrible in Practice
- Relatable dramatization
- Master Rights Versus Publishing Rights
- Common MFN Traps in Sync Bundles
- Trap 1: Retroactive MFN
- Trap 2: MFN that changes royalty splits
- Trap 3: Phrase it vaguely and watch them win
- Trap 4: Blanket MFN across multiple catalogs
- Trap 5: MFN that affects future deals you never made
- Other Sync Bundle Scams to Watch For
- Relatable scenario
- Key Contract Terms You Must Understand
- Red Flags to Walk Away From Immediately
- How to Negotiate MFN Safely
- Negotiation script to use in an email
- Practical Steps Before You Sign Any Sync Bundle
- How Cue Sheets Work and Why They Matter
- What to Do If You Already Signed an MFN and It Is Hurting You
- Tools and Resources to Protect Yourself
- Common Myths About Sync Bundles and MFN
- Myth
- Checklist Before You Say Yes
- Negotiation Quick Wins You Can Use Today
- When Exposure Is Actually Worth It
- Case Study: How One Song Almost Lost Its Owner
- FAQ
- Action Plan You Can Use Today
This is written for musicians and songwriters who want to get placements without getting played. We keep it blunt, funny, and real. Expect plain language definitions for every acronym. Expect relatable scenarios you can picture in your own messy life. Expect negotiation moves you can use on a Monday pitch or a Sunday hangover. By the end you will know what to refuse, what to fight for, and what to accept when the money or exposure is actually legit.
Start Here: What Is a Sync Bundle
Sync means synchronization. The sync license is permission to use your music with visual media like TV shows, films, commercials, video games, apps, or online videos. A sync bundle means a seller groups a bunch of music rights and offers them together. Bundles come in many forms. Some are innocent. Some are shady. You must know the difference.
Common sync bundle types
- Flat fee packs. A curator or platform sells access to a catalog of tracks for one fee. Think of it like access to a music buffet. Buyers expect easy licensing and low hassle.
- Exclusive catalog deals. A company buys exclusive rights to multiple songs for a defined use or time period. This can be legit if you get fair money and clear limits.
- Placement promises. Bundles sold by smaller publishers or libraries that promise placements in specific shows or channels. These often sound magical and urgent.
- Distribution plus sync. Aggregators that offer distribution to streaming plus placement pitches and license bundles with brands or libraries.
Real life scenario
You get an email that says we will pitch your track to Netflix, and for one low price your catalog will be added to our sync bundle. Sounds cool. It is worth asking who pays the placement fee and how you still get your performance and mechanical royalties. Also ask whether the deal is exclusive and for how long.
Define MFN: Most Favored Nation Clause Explained
MFN stands for most favored nation. That is a contractual clause that promises to match the best terms the licensor gives anyone else. In music deals MFN often says that if the rights owner signs a better deal with a different party then the company holding MFN will get the same better deal or the artist will be forced to grant the same terms across the board.
Plain English example
Imagine you sell your song to Company A for five hundred dollars with 50 percent publishing retained by you. Later another company pays one thousand dollars with full publishing rights. Company A can invoke MFN to demand they get the same one thousand dollars and the same full rights terms or they can force you to extend that one thousand dollars and full rights to all bundle participants. In short you can lose leverage and perhaps money and rights without further negotiation.
Why MFN Sounds Good on Paper and Horrible in Practice
Sounds good: MFN is meant to be fair. It promises the company will not underpay compared to competitors. Companies like MFN because it protects them from losing deal flow or feeling cheated.
Horrible in practice for musicians because
- It can lock you into a lowest price scenario. If one bad deal exists you may be forced to give that same low price to others.
- It can grant automatic adjustments without renewed consent. The artist may be contractually required to accept the applied match.
- It can turn a single bad placement into a contagious royalty disease. One corporate buyout can infect every prior or future placement.
- It often lacks transparency. You may not even be told when someone else gets a better deal that triggers MFN.
Relatable dramatization
You sign a deal at 2 a.m. after three beers with a rep who says everybody gets five hundred flat. Later you learn another song got five thousand and the rep says your MFN clause means you also must give the buyer that five thousand or accept the same haircut on your publishing. That tattoo you regret now looks symbolic.
Master Rights Versus Publishing Rights
Anytime you talk sync you must know two separate rights that live like passive aggressive roommates.
- Master rights. This is the recording itself. If you recorded the song you probably own the master unless you signed it away to a label. A sync license for a recording is called a master use license. The buyer pays the master owner to use the recording in the visual media.
- Publishing rights. This is the composition, the words and melody. The sync license for this is called a synchronization license. If you wrote the song you own some or all of the publishing unless you assigned it to a publisher. Performance rights organizations collect public performance royalties on the composition.
Both master and publishing clearances are usually needed for sync. If you give MFN over to a third party they might control terms for both or for one. Know what is being bargained away.
Common MFN Traps in Sync Bundles
Below are the most common scammy moves and trap language that can hand your future earnings to someone else while you get a coupon code for exposure.
Trap 1: Retroactive MFN
This states that if the company ever negotiates a better deal for any track they can retroactively change the terms on your track. That means a better deal elsewhere can lower your earnings or strip rights after you already accepted the initial contract.
Why it bites
- If there is a later buyout for a large fee the company can claim an entitlement to the same fee as a matter of fairness. That can remove unique value from your catalog.
- The clause is a time bomb. You do not know when the company will sell a different track for more money and then sweep your account to "match" it.
Trap 2: MFN that changes royalty splits
Some MFN clauses give the company the right to change your royalty splits to match a better split they grant elsewhere. That means you could lose part of your publishing or master share without a renegotiation.
Trap 3: Phrase it vaguely and watch them win
Scammers use vague language like most favored terms with respect to any economic consideration. Vague words give them wiggle room to define a single minor advantage as the superior deal. Then they demand adjustment across the board.
Trap 4: Blanket MFN across multiple catalogs
If the MFN applies to the whole catalog the company can use one great deal on one song to change terms for every other song in their bundle. A single lucky placement can become a weapon against the rest of your work.
Trap 5: MFN that affects future deals you never made
Some clauses require you to offer future deals under the MFN umbrella and to share negotiating data. That means you can never offer a better direct deal to anyone else without giving the MFN company the right to match it or claim benefits.
Other Sync Bundle Scams to Watch For
MFN is one dangerous angle. There are plenty of other traps that often ride in the same van.
- Buyouts disguised as exposure. You get a one time payment that buys all rights in perpetuity and worldwide for pennies. They call it exposure. You are not a charity.
- Work for exposure. If someone asks you to license exclusively in exchange for promotion promises ask for specifics. Where, when, how long, and what metrics will prove the promotion happened.
- Missing cue sheets. Cue sheets document who wrote and performed each music cue and are how your PRO collects performance royalties from TV and film. Some aggregators fail to file cue sheets properly so you do not get paid. Always ask how they will handle cue sheet submission.
- Fake placement claims. A rep says they have relationships with premium shows. Verify. Many smaller libraries claim they pitch to big platforms but they only pitch to local low budget projects.
- Auto renewals and evergreen licenses. Contracts that renew automatically into new terms no matter what can trap you for years. Never accept auto renewing exclusive licenses without exit points and payment changes.
- Administrative fee stacking. Some aggregators tack on high fees for admin, collection, or reporting. These fees can eat your split so you effectively earn zero from placements. Ask for exact fee percentages and whether they apply to both master and publishing.
Relatable scenario
A library rep promises to pitch to prime time. They ask you to sign a grant of rights. You ask for the exact shows. They respond with marketing speak and a promise. Later you learn the song was licensed to a local student film. You got paid twenty dollars. You wonder whether the promise was a lie or whether you misread the fine print. Always verify before you sign.
Key Contract Terms You Must Understand
Contracts are a jungle. These are the trees you must know by sight. If a rep uses these words casually you must stop the conversation and ask for specifics.
- Exclusive versus non exclusive. Exclusive means only one entity can exploit the rights defined in the contract for a period. Non exclusive means you can license the same rights to others. Exclusive deals pay more if they are true exclusives. Non exclusive deals give you flexibility.
- Term. How long does the license last. Perpetual means forever. Limited terms are safer. Shorter terms preserve future income potential.
- Territory. Where in the world the license applies. Worldwide is broad. Restricted territories can be useful if you want to retain rights in certain markets.
- Payment structure. Upfront flat fee, percentage of licensing fee, backend royalties, or a mix. Be very careful with the word net when used to describe payment basis. Net can be manipulated.
- Administration and collection. Who registers the songs, files cue sheets, collects PRO money, and pays you. If the company does this get clear written promises and audit rights.
- Audit rights. Your ability to review the company books to confirm correct payments. This must be explicit. Otherwise you might never know what you are owed.
- Recoupment. If an advance or expense is recoupable the company may deduct the amount from future earnings. Make sure you know what expenses are recoupable and for how long.
- Right to sublicense. This allows the company to license the works to third parties. It is normal but should be limited in scope and time.
Red Flags to Walk Away From Immediately
- Any clause that allows the company to change your royalties retroactively without your explicit written consent.
- Language that gives the company sole discretion to determine what is a matching better deal under MFN.
- Perpetual exclusive rights for a tiny flat fee with no performance thresholds or reversion clauses.
- No clear explanation of who will submit cue sheets and how performance royalties will be tracked.
- Absence of audit rights or the promise of audits at a cost that makes them useless.
- Vague promises of placements without named partners, platforms, or measurable KPIs.
How to Negotiate MFN Safely
Sometimes MFN is part of a real business model. You can still work with it if you negotiate smart. Use these strategies like a swiss army knife in a pocket sized for lawyers.
- Limit scope. Make MFN only apply to identical uses. For example if a license to a national TV commercial triggers MFN it should not affect placements in films or video games.
- Limit time. Agree to MFN only for a short period, for example six months or one year from the date of the original deal. That prevents lifetime contagion.
- Exclude certain terms. Exempt publishing splits and ownership changes from MFN. Make MFN about monetary payment only or exclude money entirely.
- Require notice. If the company receives a better deal they must notify you in writing. Give yourself a period to approve any proposed match. Do not allow unilateral changes.
- Caps and carve outs. Put a maximum cap on what the MFN can require. Or carve out specific catalogs, deals, or partners from MFN application.
- Define matching math. Be explicit about how matching is calculated. Does it include fees, expenses, taxes, or gross receipts? Ask for a formula in the contract to prevent creative accounting.
- Require reversion. If the company exercises a right that reduces your value provide quick reversion triggers so rights revert back to you if certain performance thresholds are not met.
Negotiation script to use in an email
Thank you for the offer. I am open to MFN if it is limited to cash payments for identical uses, capped at a defined amount, and includes written notice and my consent before any changes take effect. Please revise clause X to reflect this. Also confirm who submits cue sheets and how performance royalties will be collected. Looking forward to moving ahead once these points are clear.
Practical Steps Before You Sign Any Sync Bundle
- Ask for a redline or plain language summary of exactly what rights you grant by song and by territory.
- Request examples of prior placements and proof of actual placements. Ask for contact information of past clients willing to confirm.
- Confirm how cue sheets will be filed and who pays performance and mechanical royalty collection costs.
- Ask whether MFN applies retroactively or prospectively and for what period. Get the answer in writing.
- Insist on audit rights and set a realistic audit frequency. Limit audit costs that you must bear.
- Do not accept perpetual exclusive rights without a reversion clause tied to performance thresholds or time limits.
- Get a lawyer or an experienced publishing rep to review. If you cannot afford one find a mentor or a music union advice line for basic checks.
How Cue Sheets Work and Why They Matter
Cue sheets are the invisible receipts that tell performance rights organizations who wrote the song and how long it was used on screen. Without accurate cue sheets you do not get paid by your PRO. Always ask who will complete and file the cue sheet when a placement occurs.
Key cue sheet facts
- They include details like title, writers, publishers, cue length, type of usage, and exact timing.
- Different countries and broadcasters have different cue sheet practices. Make sure your partner understands international filing if the placement airs globally.
- In many regions the broadcaster must file the cue sheet but libraries and publishers often handle this to ensure accuracy. Clarify responsibilities.
What to Do If You Already Signed an MFN and It Is Hurting You
Don not panic. There are practical options to limit damage and sometimes to unwind the worst clauses.
- Review the exact clause. MFN may have limits written in. Look for time windows, scope words, and exceptions. The clause might be weaker than it feels.
- Document everything. Keep copies of communications and deals with other parties that could trigger MFN. Evidence will help you negotiate or litigate if needed.
- Talk to the company. If a new deal triggers MFN ask for a renegotiation or cash settlement. The company often prefers a short payment over long term legal risk.
- Seek an amendment. Offer to remove MFN in exchange for a small payment or a short extension of a specific benefit. Companies often accept because they want clean catalogs to sell.
- Contact a lawyer or mediator. If the company is uncooperative a professional can tell you whether the clause is enforceable or unconscionable under your local law.
Tools and Resources to Protect Yourself
- PROs. Performance rights organizations like ASCAP, BMI, SESAC, PRS, SOCAN collect public performance royalties. Register your works properly and keep publisher splits accurate.
- ISRC codes. International Standard Recording Codes identify your recordings. Make sure your releases have correct ISRCs so plays register to the right master owner.
- Music lawyers. If you cannot afford one use legal clinics, non profit music organizations, or union legal advice lines for basic contract reviews.
- Contract templates. Look at sample sync license templates from trustworthy sources so you know what standard terms look like. Do not copy blindly but use them to spot red flags.
- Peer networks. Ask other artists in your scene whether a library or rep has a good reputation. Real world referrals matter more than polished websites.
Common Myths About Sync Bundles and MFN
Myth
If a company promises placement in a big show I will make a lot of money.
Reality
Big show placement can be lucrative but it depends on the type of use, the territory, and how the rights are split. A brief background placement may get you little sync money and small performance royalties. Always ask for the fee range for the use type and the expected PRO revenue.
Myth
MFN protects me by ensuring everyone is paid fairly.
Reality
MFN often protects the company more than the artist because it can enforce low uniformity. It can take away your ability to negotiate better terms with other buyers and can lead to you losing rights or royalties.
Myth
Signing with a large aggregator means the contract is safe.
Reality
Large aggregators can still demand poor terms. Their scale may hide weak payment practices. Always read the contract. Verify the payout rates and the company s track record for publishing and cue sheet management.
Checklist Before You Say Yes
- Who keeps master rights after the deal? Confirm.
- Who keeps publishing rights after the deal? Confirm.
- Is the license exclusive or non exclusive? Confirm the term and territory.
- Does the contract include any MFN clause? If yes read closely and ask for limits.
- Who files cue sheets and collects PRO royalties? Get names and processes in writing.
- What admin or collection fees will be deducted and in what percentage? Get exact numbers.
- Are audit rights included? Confirm cost allocation for audits and frequency.
- Is there a reversion clause? If not ask for one. Make sure it triggers on time or performance benchmarks.
Negotiation Quick Wins You Can Use Today
- Swap a retroactive MFN for a prospective MFN only. You do not need a time machine letting someone change your payment after the fact.
- Cap the MFN on money only and exclude publishing splits. Money is one thing, ownership is forever.
- Ask for a defined performance threshold before exclusivity or reversion kicks in. If the company does not place your song in X months within Y territories rights revert.
- Request proof of placements quarterly with cue sheets attached. If they cannot supply proof your tracks are not being pitched as claimed.
When Exposure Is Actually Worth It
Sometimes low pay plus exposure is the right trade. For early stage artists getting heard in the right place can accelerate career growth. The difference between a scam and a fair deal is clarity and limits.
Accept exposure only if
- The placement is with a verifiable partner with measurable reach.
- You retain publishing and master rights or only grant a very limited license with a fixed term.
- You have a plan to capitalize on the exposure like a pre prepared release, mailing list, or content plan.
- There is zero MFN or MFN is limited and clearly defined.
Case Study: How One Song Almost Lost Its Owner
Short version: a band signed an exclusive sync bundle with a small library. The contract included a broad MFN. Six months later the library sold a song to a major ad campaign for a large fee. The library invoked MFN and demanded the band transfer a portion of publishing to match the other deal. The band did not have the legal resources and accepted a small cash settlement that also included loss of some future income. The band later renegotiated but only after months of stress and lost leverage.
Lesson
Read MFN language carefully. Never give automatic rights transfers based on another deal unless you control the trigger and scope. Require notice, consent, and caps.
FAQ
What does MFN actually mean for my royalties
MFN can change how much you get paid by requiring that your payment terms match the best deal the company gives to another party. That can mean higher pay if you are lucky, or lower bargaining power and changes to splits if someone else gets a bad deal. The effect depends entirely on the clause wording and scope. Always ask for a plain language explanation and a written formula for how matches are calculated.
Can I refuse MFN and still get placements
Yes. Some companies will negotiate MFN limitations. Others will walk away. You will need to judge whether the placements are worth the trade. Often a limited MFN with strict caps and time limits is an acceptable middle ground.
Who should file cue sheets
Ideally the licensing company or publisher files cue sheets because they deal directly with the broadcaster. If they will not do it make sure you or your publisher will file them. Without accurate cue sheets you may lose public performance royalties. Get this in writing in the contract.
What is a safe payment structure
Upfront flat fees plus clear split percentages for publishing, with audit rights and quarterly reporting, is common. Avoid opaque net payment calculations. Avoid recoupable costs that are not defined with caps. If you accept a smaller upfront fee add performance based bonuses for placements or reversion triggers.
Can MFN be negotiated away later
Yes but it is easier to negotiate before signing. After signing you may be able to amend the contract for a fee or swap. Companies often accept a payment to remove MFN. Always try to negotiate a removal or limitation before you give away rights.
Action Plan You Can Use Today
- Print the contract. Read the MFN clause out loud. If it sounds like magic or time travel ask for a lawyer.
- Ask for these three clarifications in writing. What exactly triggers MFN. What is the scope of matching. How long does MFN last.
- Insist on cue sheet responsibilities and audit rights. Do not sign if either is missing.
- Negotiate caps and time limits on MFN. Get a reversion clause if the company fails to place your tracks.
- If you cannot negotiate, walk away. There will be other deals and a ruined catalog is very hard to fix.