An important element in the management of rights in Musical Works in the US, particularly in the context of mechanical licensing for physical and digital products is the concept of “Letters of Direction” (LoD). These documents are usually sent by new owners or administrators of Musical Works (Acquiring Publisher) to record companies and other users, notifying them of the new ownership or administration of a Catalogue of one or more Musical Works. The reason for this is that many licences, issued by owners or administrators of Musical Works, have an on-going royalty payment obligation. Therefore where the ownership or administration of one or more musical works moves from one company, usually a music publisher, to another the Letters of Direction notify the recipient that they need to change the identity of the company entitled to receive such on-going royalty payment obligations in their accounting systems.

The messages and the choreography defined in this standard, together with the messages defined in the Musical Work Notification Message Suite Standard, will allow information flow about the Works themselves (including information about the sound recordings or videos as well as Releases in which they are used) as well as information about who owns and controls what shares of such works.

The use of a Letters of Direction Message defined in this standard is based on a certain number of conditions, e.g. identification of the relevant entities needs to have been done and the data shared, e.g. in a Musical Work Notification Message. If there is not enough information for creating a Letters of Direction Message, this standard should not be used.

This standard does not address the process of establishing a licence in the first place. This is defined in the US Works Licensing Choreography Standard.

This DDEX Standard has six clauses. Clause 1 and 2 provide a general introduction and the scope of this standard. Clauses 3 and 4 give a set of normative references as well as terms, definitions and abbreviations that are used in this standard.

Clause 5 then provides the Letters of Direction Choreography and two Message Exchange Protocols: SFTP and Web Services. Finally, Clause 6 defines the messages for the Letters of Direction Choreography.

Acquiring Music Publisher

A Music Publisher that has acquired Right Shares of Musical Works, typically collated into a Catalogue, from another Music Publisher (the Relinquishing Music Publisher).

Administrator

A Party administrating Rights on behalf of one or more RightsControllers (in the context of this standard a Collecting Publisher).

Batch

A grouping of one or more DDEX Messages to be processed by the recipient together.

Catalogue

A well-defined collection of items such as rights in Musical Works, Right Shares and/or Releases.

Note that the XML tags use the spelling “catalog” instead of catalogue.

Collecting Publisher

A RightsController who is, at the time of assertion, controlling the right to collect royalties for a specific RightsType in a specific Territory for a specific Musical Work. Collecting Publishers may ask Administrators to administer some of their rights. Note that a MusicalWork may have zero, one or many Collecting publishers.

Collection Share

A Right Share as calculated for the collection of money for Right Shares. It specifies the ratio (percentage) of a composition that a rights holder is contractually entitled to collect from a Licensee, by rights type, territory, and period.

In the context of the Letters of the Direction Choreography Standard, Collection Shares are the Right Shares that are being transferred from a Relinquishing Publisher to an Acquiring Publisher.

Hub

A service that acts as a broker for information exchange, typically using DDEX Messages. In the context of the Musical Works Notification, Musical Works Licensing and Letter of Direction Standards defined by DDEX, a Hub acts as an intermediary for information exchange to facilitate sharing of Right Share information. Hubs may also play a role in facilitating licensing processes between (prospective) Licensors and (prospective) Licensees. Hubs may also act as routers and/or provide data caching functionality.

Letter of Direction

A communication from a Rights Controller who has acquired a Catalogue of rights to Licensors of said Musical Works. An Administrator may carry out the communication on behalf of a Rights Controller.

 

Licensee

A Party that is granted a Licence in respect of rights in one or more Creations, by a Licensor. The Licensee may be a human being or other legal person or corporate entity. The Licensee may or may not be the Message Sender or Message Recipient of a message in a specific information exchange defined by a DDEX Standard.

Licensor

A Party that grants a Licence in respect of rights in one or more Creations to one or more Licensees in accordance with the authorities it has been granted to do so by one or more Rights Controller(s), Rights Administrator(s) (where applicable), Licensing Agent(s) (where applicable) or Rights Holder(s). The Licensor may be a human being or other legal person or corporate entity. The Licensor may or may not also be the Rights Controller, the Rights Administrator, the Licensing Agent or the Rights Holder in the Creation(s) that are the subject of the Licence granting the rights. The Licensor may or may not be the Message Sender or Message Recipient of a message in a specific information exchange defined by a DDEX Standard.

Manuscript Share

The  proportion of a Musical Work written by a Writer, as agreed between the Writers.  Typically represented as a percentage or a fraction.  Manuscript Shares may occasionally vary by territory and/or rights type.

Musical Work

A Work intended to be perceivable as a combination of sounds, with or without accompanying text.

Any words that are intended to be expressed with a MusicalWork (often termed Lyrics) form part of that MusicalWork; not all MusicalWorks have Lyrics.
A MusicalWork may be expressed and fixed to become part of a SoundRecording or a Video Recording, or may be used to create notated music (sheet music, scores, instrumental parts) or sound generation codes (such as MIDI files).
In some cases, the MusicalWork comes into existence simultaneously with its expression. This is common in extemporised forms such as jazz music.

Original Publisher

Original Publisher Share

Release

A Release is an abstract entity representing a bundle of one or more Resources compiled by an Issuer. The Resources in Releases are normally primarily sound recordings or music audio-visual recordings, but this is not invariably the case. The Release is not itself the item of trade (or “Product”). Products have more extensive attributes than Releases; one Release may be disseminated in many different Products.

Relinquishing Music Publisher 

A Music Publisher that has relinquished Right Shares of Musical Works, typically collated into a Catalogue, to another Music Publisher (the Acquiring Music Publisher).

Right Share

A percentage or fraction of a right for a Musical Work for a particular time and place in which a party claims a controlling interest. Note: controlling interest includes ownership and/or administration.

Rights Controller

A Party that controls rights in one or more Creations in respect of some or all rights for specific territories, time periods, Rights Types, Usage Types and Commercial Model Types (which may be anything up to and including all rights for the world, in perpetuity, for all types of Usage and for all types of Commercial Models). Creations include Musical Works, Sound Recordings and other Resources as well as Releases.

A Rights Controller is in many cases also the Licensor.

A Rights Controller may be a human being or other legal person or corporate entity.

A Rights Controller may or may not also be the Rights Administrator, the Licensing Agent or the Rights Holder.

A Rights Controller may or may not be the Message Sender or Message Recipient of a message in a specific information exchange defined by a DDEX Standard.

Sound Recording

An audible persistent manifestation of a subject (often but not necessarily of a performance).

Web Service

A modern set of web technologies that allow small pieces of information, typically in the form of XML files, to be exchanged. Augmented with FTP (or other file exchange mechanisms) they can be used to communicate Releases along the music supply chain.

Web Service Call

The sending of an XML document to a port/address on a web server, using HTTP or HTTPS.

Web Service Response

The sending of an XML document in direct response to a Web Service Call, using HTTP or HTTPS.

For the avoidance of doubt: the appropriate response is always the message indicated in the appropriate Choreography.

Writer

A creative creator of the musical or lyrical elements of a Musical Work. Writers include Adapters, Arrangers, Authors, Composers. ComposerLyricists, Librettists, Lyricists, NonLyricAuthors and Translators.

Writer Share

See Manuscript Share.

In cases where share ownership changes are being communicated, the same choreographies as above apply with the following changes:

1. A Hub shall support receiving information about ownership changes in the form of an LoDMessage or MusicalWorkClaimRequestMessage from an Acquiring Music Publisher;
2. Once a Hub has received a confirmation of such a change in ownership by the relevant Relinquishing Music Publisher  (e.g. in the form of an LoDConfirmationMessage or MusicalWorkClaimNotificationMessage), the Hub shall update its internal view of the ownership situation; and 
3. As a consequence, the Hub shall forward all received changes of ownership received to those companies who have, in the past, requested ownership information for the same Work or Share using the LoDMessage.
   
   

The diagram below depicts the Core Choreography via a Hub.

Figure 3 – Hub-based Core Choreography of the US Letters of Direction Choreography Standard 

Letters of Directions, whether communicated directly in accordance with Clause 5.1 or via a hub in accordance with Clause 5.2, can be disputed by:

1. A Licensee — e.g. when the transferred Right Share percentage exceeds the share the Licensee has allocated to the Relinquishing Publisher in its systems. In that case the Licensee shall:
   1. Reply with an Exception in the ConfirmedCatalogTransfer that uses an ExceptionReason of DisputedByLicensee and
   2. Seek a complete and current share picture from all Rights Controllers with an interest in the relevant Musical Work(s) by sending MusicalWorkClaimRequestMessages, as defined in the Musical Work Right Share Notification Choreography Standard.
2. A Relinquishing Publisher when the LoDConfirmationMessage is used in the Confirmation Cycle of the Extended Choreography described in Figure 2 (Clause 5.1.2) — e.g. (a) when the inclusion of a whole catalogue in the transfer documented in the LoDMessage is rejected or (b) when the Works listed in the LoDMessage are, in the view of the Relinquishing Publisher, not part of the catalogue transfer. This shall be signalled in the LoDConfirmationMessage through 
   1. A CatalogTransferException that references the identifier of the disputed catalogue or 
   2. An Exception in the ConfirmedCatalogTransfer that references the Right Share that is disputed.
   In both cases an ExceptionReason of DisputedByRelinquishingPublisher shall be used.

In addition, it may be that a Licensee cannot find, for a specific Work that is part of a catalogue transfer, any recordings or Releases in its systems. In that case the Licensee shall use the ExceptionReason of NotFound to signal this fact to the Acquiring Publisher.

In the case of a communication via a hub, the hub shall forward the ExceptionReasons it has received to the Acquiring Publisher.

Each LoDMessage  shall only be with respect to one catalogue being transferred from one Relinquishing Music Publisher to one Acquiring Music Publisher. This is done using the CatalogTransfer composite.

However, a single LoDMessage may be used to convey multiple CatalogTransfer composites for: 

• Catalogue transfers initiated by a collective rights management organisation on behalf of multiple licensors;
• Joint catalogue transfers for a set of Musical Works that were jointly controlled by a set of Relinquishing Music Publishers to one Acquiring Music Publisher; and
• Other similar cases

In these cases multiple CatalogTransfer composites should be sent in a single LoDMessage. (Note: it is not possible to communicate multiple Relinquishing Music Publishers for a catalogue being transferred; therefore, a catalogue transfer involving several publishers has to be communicated using multiple CatalogTransfer composites.)

The Acquiring Music Publisher may, in addition to sending the LoDMessage (number 3 in Figure 2 of Clause 5.1.2), also send a document to the Licensee. This document may serve as a legally binding notification and would typically not include any Work/Share/Resource/Release details. 

This letter may accompany the LoDMessage by referencing it in the SupplementalDocument tag within the Condition composite.

Relinquishing Music Publishers receiving a MusicalWorkClaimRequestMessage in the Identification Cycle (and, to a lesser degree an LoDMessage  in the Confirmation Cycle) as well as Licensees receiving an  LoDMessage in the LoD Cycle will need to match the received information to the data they have stored in their internal databases.

Upon receiving the DDEX message, the recipient would attempt to automatically match the entities contained in the message (i.e. Writers, publishers, Works, resources and Releases) to the data in their system. 

All data not matched successfully, data matched with too low a confidence or information provided in a computer-readable report as discussed in the previous sub-clause, will then need to be presented to human staff for manual matching.

Once both matching stages are completed, a comprehensive response message in accordance with Tables 1-4 should be sent. (Actually, the standard allows to send a response message after the automatic matching, indicating which works have been processed and which require more work).

It is anticipated that, over time, the percentage of entities being automatically matched will increase, providing a significant increase in efficiency over today’s processes. In the early stages of use of this standard, however, it can be expected that a substantial proportion of entities will need to be manually matched and processed. During that stage the main benefit of the DDEX standards lies in a uniform method of exchanging the data.

As described in Clause 5.6.1, a Licensee, when looking for matching data in their systems, could potentially find additional Right Shares that are in the same Catalogue, but that the Acquiring Music Publisher did not include in the LoDMessage. In this case the additional Works should be communicated to the Acquiring Music Publisher using a MusicalWorkClaimRequestMessage defined in the Musical Work Right Share Notification Choreography Standard. This MusicalWorkClaimRequestMessage should be included in the Batch and referenced in the ManifestMessage and in the LoDConfirmationMessage (in the ConfirmedCatalogTransfer/MusicalWorkClaimRequestMessageId element).

The table below lists all allowed value sets with their allowed values and definitions that are valid within this standard. Note, the allowed-value sets are maintained outside of this standard and DDEX may add to the list below.