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Film Score Composer Agreement

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Film Score Composer Agreement Powered By Docstoc
					This is an agreement between a composer and a production company regarding the
creation of a musical score for a film. This agreement contains both standard clauses
as well as opportunities for customization to ensure that the understandings of the
parties are properly set forth. Customizable clauses include the budget, the name that
will appear on the credits, writer royalties, album rights, and which state law will govern
the agreement. This agreement should be used by production companies that want to
hire a composer to create a musical score for a film.
                                  COMPOSER AGREEMENT

THIS COMPOSER AGREEMENT (the “Agreement”), made as of ___________ [Instruction:
Insert Date], by and between ___________ [Instruction: Insert Name of Production
Company], ___________ [Instruction: Insert Address] (the “Producer”) and ___________
[Instruction: Insert Name of Composer], ___________ [Instruction: Insert Address] (the
“Composer”).

WHEREAS, Producer desires to engage Composer to package, compose and perform the
musical score for the theatrical motion picture tentatively entitled “___________” [Instruction:
Insert Name of Picture] ("Picture")

WHEREAS, Composer desires to accept said engagement, subject to the terms and conditions
contained herein;

NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:

1. Engagement. Producer hereby engages Producer to:

    A. Record, mix, conduct, perform, arrange, orchestrate, direct, produce and compose
(collectively "Package") the musical underscore for the Picture. Composer shall Package and
deliver an original music score written by Composer (consisting of and including themes,
background, bridge and cue music, overdubs); rearrange, conduct, orchestrate, copy and score
the Package, and such other materials as the Producer may require; and shall record, produce,
and mix all of the foregoing (all of the foregoing hereinafter referred to and included in the term
"Musical Score") suitable for use on the Picture. Composer shall Package the Musical Score in
accordance with such ideas and instructions as Producer shall supply, provided that Composer
and Producer shall mutually designate all creative elements in connection with the Musical
Score; it being expressly understood that in the event of a dispute between Producer and
Composer with respect to foregoing, Producer's decision shall be final.

    B. Producer contemplates that with the assistance of Composer, Producer will enter into a
soundtrack album arrangement with a record distributor. Producer will use reasonable efforts to
negotiate a soundtrack album deal which provides Producer with an advance that will permit
Producer to have additional songs written and/or recorded by substantial recording artists.
However, until and unless Producer is able to enter into a soundtrack album deal, if ever,
Composer acknowledges that Composer will package the entire Musical Score, Composer is not
responsible for the production or licensing of source music, Producer is responsible for such.
Composer shall package, on a non-exclusive basis during the period from the date hereof until
delivery, the underscore for the Picture including all costs incurred of the recording and delivery
of the master recording with specific exclusion of: (i) any and all re-use fees; (ii) rescoring (i,e.
re-recording required for creative reasons outside the control of the Composer after delivery of
the master) costs; (iii) vocalist and lyricist related expenses; (iv) music editor/music supervisor
fees/expenses; and (v) any travel related expenses including, but not limited to, airfare, ground
transportation, hotel, couriers, etc.
2. Term. Composer's non-exclusive services shall commence on the date hereof and shall
continue through the satisfactory completion of Composer's services as required by Producer
hereunder. Composer shall complete and deliver, in the form and format designated in writing
by Producer, the master (the "Master") of the Musical Score by or before ___________
[Instruction: Insert Date] (the "Delivery Date"). Composer acknowledges and agrees that time
is of the essence of this Agreement and that delivery of the Musical Score by the Delivery Date
is a material consideration for the execution of this Agreement. Composer will deliver clear and
legible copies of the originals of all musician and sessions agreements and any and all other
appropriate paperwork pertaining to the Musical Score within three (3) days after delivery of the
Musical Score.

3. Music Budget.

    A. As full and complete consideration for all of the undertakings and services of Composer,
the results and proceeds thereof, and all rights and materials granted herein, Producer agrees to
pay and furnish the total music budget of _______________ Dollars ($____) [Instruction:
Insert Amount] (the “Music Budget”). The Music Budget shall be payable to Composer as
follows:

     i.  _______________ Dollars ($____) [Instruction: Insert Amount] due and payable
upon commencement of services;

     ii. _______________ Dollars ($____) [Instruction: Insert Amount] due and payable
one (1) week before commencement of recording; and

     iii. _______________ Dollars ($____) [Instruction: Insert Amount] due and payable
upon the satisfactory completion by Composer of all services required by Producer including the
delivery of the final mixed master or upon signature of this Agreement, whichever last occurs.

   B. Notwithstanding the foregoing,

      i. No compensation shall accrue or become due or payable to Composer hereunder
during any period during which Composer is unable, fails or refuses to perform the services for
which Producer has herein contracted.

     ii. If Producer should pay any compensation or other amounts which, pursuant to any
provision of this Agreement, need not have been paid, Producer may apply such payment against
the Music Budget or such payment shall at the option of the Producer be repaid by Composer on
demand, or the Producer may recover such payment by other lawful means.

     iii. Nothing contained in this agreement shall be construed to actually require Producer to
publish, record, reproduce, or otherwise make use of any of the Musical Score created by
Composer hereunder; and nothing herein shall be construed as obligating Producer to produce,
release, distribute, exhibit, advertise, exploit or otherwise the Picture. Producer's sole obligation
hereunder shall be to pay Composer for Composer's full and satisfactorily completed services.
   C. Composer acknowledges and agrees that, except as specifically provided in this
Agreement, Composer shall be responsible for any and all costs necessary to Package and deliver
a Master of the Musical Score, including, without limitation any and all:

      i.   union payments due and payable to Composer and any and all personnel (including
but not limited to union pension, health and welfare payments and any additional fringe benefit
payments);

     ii. amounts of money required to be deducted and withheld and/or paid under the
provisions of any Federal, State, municipal, county or union statute, regulation, ordinance or
order to Composer and any and all personnel;

    D. Notwithstanding anything to the contrary contained herein, the Music Budget shall not
include the cost of (i) a music editor, (ii) the cost of any synchronization licenses requested by
Producer for the use of music compositions owned by others, and (iii) any new-use or re-use fees
associated with the Musical Score hereunder. Composer agrees to consult with Produces with
respect to minimizing any applicable synchronization licenses, residuals, new-use or re-use
payments or other mandated payments and will not incur, contract or obligate to make any such
payment obligations without Producer's prior written consent.

4. Credit.

    A. Provided Composer fully and faithfully performs Composer’s obligations hereunder, and
the Picture utilizes more than one-half (1/2) of the entire Musical Score, then Producer shall
accord Composer credit in the main titles of the Picture (if there are main titles) in a size and
type equal to the size and type of credit accorded to other department heads on the Picture (by
way of example, the director of photography and the editor), on a separate card (or the equivalent
thereof if a crawl is used). In paid advertisements issued by or under Producer's control,
Composer shall receive credit in the billing block portion of all paid advertisements which are
one-half (1/2) page or larger, as well as on one sheets and billboards in which the credits of
Director, Producer, Writer and Director of Photography also appear.

      i.    On the screen such credit shall be displayed in the main titles on a separate card
substantially as follows: ___________ [Instruction: Insert Credit]

     ii. In the billing block portion of paid advertising such credit shall be displayed
substantially as follows: ___________ [Instruction: Insert Credit]

    B. In the event other composer(s) co-compose the Musical Score, Composer shall be
accorded credit on the same card on screen and in paid advertising in the same size and type as
the other composer(s) engaged by Producer to render composing services on the Picture.

    C. In the event that a soundtrack album of the Musical Score is released, Composer shall
also receive customary credit on the soundtrack album.
    D. No casual or inadvertent failure of Producer to comply with the provisions of this
paragraph and no failure of persons and any other third party other than Producer to comply with
their contract with Producer shall constitute a breach of this agreement by Producer.

5. Ownership. Producer shall own one hundred percent (100%) of the Musical Score as a
"work made for hire", including all copyrights and performances embodied therein throughout
the world, in perpetuity, including, without limitation, the copyright in and to the musical
compositions embodied therein (and any and all renewals and extensions thereof). If any of the
musical compositions embodied in the Musical Score has heretofore been registered for
copyright in Composer's name, Composer shall simultaneously herewith deliver to Producer an
assignment of a full one hundred percent (100%) interest therein in Producer's standard form.
Composer shall advise Producer if there are any such compositions prior to delivery.

6. Administration. Producer (or its designee(s)) shall have and is hereby granted the sole,
exclusive and worldwide right to administer and exploit the Musical Score and the musical
compositions embodied therein in any and all media (whether now known or hereafter devised),
to execute in Producer's name (or in the name of Producer's designee(s)) any and all licenses and
agreement affecting or respecting the Musical Score and the compositions embodied therein, to
receive and collect all gross receipts derived from the Musical Score, or any portion thereof
(except as specifically set forth herein to the contrary), and to assign or license any of such rights
to others.

7. Writer Royalties. Should Producer, or any of Producer's assignees or licensees, exploit any
of the Musical Score, in whole or in part, then Producer or such assignee or licensee, shall pay
directly to Composer the following amount of royalty with respect to the Musical Score:

    A. With respect to piano Copies, orchestrations, band arrangements, octavos, quartets,
arrangements for combinations of voices and/or instruments, and/or other copies of the Musical
Score (other than regular piano copies):

       i.   ___________ Cents ($0.__) [Instruction: Insert Amount] per copy sold and paid for
in the United States and Canada;

      ii. ___________ percent (__%) [Instruction: Insert Percent] of all net receipts actually
received by the publisher in respect of copies sold in any country other than the United States
and Canada; and

     iii. ___________ percent (__%)[Instruction: Insert Percent] of the wholesale selling
price (after trade discounts, if any) of each copy sold and paid for in the United States and
Canada, for export from the United States.

    B. With respect to songbook publications, if the Musical Score or any part thereof, is
included in any song book, song sheet, folio or similar publication issued by the publisher, the
royalty to be paid by the publisher to Composer shall be an amount determined by dividing
___________ percent (__%)[Instruction: Insert Percent] of the selling price (after trade
discounts, if any) of the copies sold, by the total number of copyrighted royalty bearing musical
compositions included in such publication;

    C. With respect to any licenses (including statutory royalties) authorizing the manufacture of
parts of instruments serving to mechanically reproduce the Musical Score or to use the Musical
Score in synchronization with sound motion pictures and other audio-visual devices and
endeavors (specifically excluding the use of the Musical Score in the Picture, or any remake
and/or sequel of the Picture) Composer shall be paid fifty percent (50%) of the net receipts
actually received by publisher in the United States. The foregoing rates shall apply only in cases
in which all of the music and lyrics of the Musical Score have been composed by the Composer,
or in cases in which the Musical Score has been composed by Composer for which no lyrics
have been written. In the event that Composer composes the lyrics and another composer
composes the music (or vice versa), one-half (1/2) of the foregoing rate shall be allocated to
Composer for Composer's contribution and one-half (1/2) to the other author. If there shall be
more than one composer or more than one lyricist, then they shall each agree between
themselves upon the division of their half of the above royalties, but in the absence of such
agreement, their half shall be divided equally between them.

    D. Composer shall not be entitled to receive any royalties on: (1) complimentary copies; (2)
Copies sold but not paid for or returned to the publisher; and (3) copies given away as new issues
or for advertising purposes.

8. Synchronization and Controlled Composition License. Notwithstanding anything to the
contrary contained herein, Composer agrees and this Agreement shall constitute an irrevocable
license to synchronize the Musical Score, or any portion thereof, in the Picture and the trailer for
the Picture, if any, and to perform the same in all media (whether now known or hereafter
devised) at no charge. Further, Composer agrees that Producer may grant a license to the
distributor of the Picture for the mechanical reproduction of the Musical Score, or any portion
thereof, in the Soundtrack LP and any singles derived therefrom, at a rate equal to seventy five
percent (75%) of the minimum statutory royalty rate provided for under the United States
Copyright Law plus such other terms as may be found in any so-called "controlled compositions"
clauses such distribution agreement.

9. Right To Modify. Producer shall have the right to change, adapt, add to or delete from,
interpolate other music or lyrics into the Musical Score, and Composer waives any "moral
rights" of authors, as that term is commonly understood, with respect thereto.

10. Soundtrack Album Rights. Producer (and Producer’s licensees and assigns) shall have the
right to utilize the Musical Score and soundtrack of the Picture in connection with the
manufacture, distribution, sale or other use of commercial phonograph records, in all media now
known or hereafter devised ("Soundtrack Records"). If requested by Producer, Composer shall
record a full version of each composition for use in Soundtrack Records. On the condition that
Composer fully and satisfactorily completes all of the services which Producer may require of
Composer hereunder including, without limitation, recording full versions of each composition
of the Musical Score for use in Soundtrack Records, and if the Musical Score master recordings
compromising soundtrack of the Picture is so utilized, Producer agrees to pay, or to cause the
record company involved ("Record Company") to pay to Composer, a royalty of ___________
percent (__%)[Instruction: Insert Percent] as a recording artist of the master recordings of the
Musical Score, and a royalty of ___________ percent (__%)[Instruction: Insert Percent] as
producer of the master recordings, for each track that Composer is embodied on. The
aforementioned royalty rates shall be a percentage of the suggested retail selling price of the
Soundtrack Records and shall be reduced on the same basis as Producer is reduced in it
Producer’s agreement with the Record Company. Composer's royalties shall be calculated on
the same basis and shall be paid for the same sources as Producer's royalties are calculated and
paid. Producer and Composer hereby agree that the policies and practices of the Record
Company with respect to reductions, reserves, free goods, packaging deductions and in all other
areas shall be substituted for the provisions herein if such policies and practices are different
from those specified herein.

11. Name and Likeness. Composer hereby grants to Producer the right to use Composer's
approved name, likeness and biographical materials pertaining to Composer in connection with
the Picture and in the advertising and exploitation thereof. Producer will make such materials
available for Composer's approval, which approval shall not be unreasonably withheld. If,
within five (5) days after Producer has made such materials available to Composer, Composer
has not notified Producer in writing of Composer's disapproval of any such materials and
submitted substitute materials, Composer shall be deemed to have approved the materials
proposed by Producer.

12. Representations, Warranties and Indemnity.

   A. Composer hereby warrants, represents and agrees that:

      i.   Composer is under no disability, restriction, prohibition, whether contractual or
otherwise, with respect to Composer's right to execute this Agreement, to grant the rights granted
hereunder, or to perform each and every provision hereof and to Package the Musical Score;

      ii. The Musical Score, the performances embodied thereon, all compositions and
arrangements contained therein, and all other musical. dramatic, artist and literary materials,
ideas, performances and other intellectual properties furnished or selected by Composer and
contained in the Picture or used in connection with the exploitation of the Picture by any and all
means or the packaging, sale, distribution, advertising or publicizing thereof (the “Materials”),
shall not isolate or infringe upon the rights of any third party. Composer has the right or has
obtained the proper licenses in the Materials to grant Producer the right to utilize the Materials in
connection with the Picture and the promotion, publicity and trailers thereof;

    iii. All Material composed or arranged or otherwise created by Composer for use by
Producer shall be wholly original with Composer;

    iv.    Composer shall not record, produce, or package any composition embodied in the
Musical Score for any other audio-visual device or master recording for at least three (3) years
from the later of the initial release of the Picture or the soundtrack album; and
     v. Composer shall not have any authority to employ other persons or to contract in any
manner for or on Producer's behalf unless specific written authority to do so shall be hereafter
granted to Composer by Producer's duly authorized officer or agent.

    B. Composer shall indemnify and hold Producer and its licensees, successors and assigns
harmless from any and all damage, loss, cost or expense (including attorneys' fees) arising out of
or connected with any claim or action inconsistent with any of the covenants, promises,
representations or warranties made by Composer and Composer shall reimburse Producer on
demand for any loss, cost, damage or expense to which the foregoing indemnity applies.
Pending the disposition of any such claim against Producer, Producer shall have the right to
withhold payment of any sums otherwise payable to Composer hereunder. Notwithstanding the
foregoing, Producer shall not settle any claim without Composer's consent, provided that if
Composer's withholds his consent of any settlement which Producer is willing to make,
Composer shall thereupon deliver to Producer an indemnity or surety bond satisfactory to
Producer, and if Composer fails to deliver such bond within five (5) business days, Composer
shall be deemed to have approved of said settlement.

13. Miscellaneous.

    A. The terms and conditions under which Composer is engaged by Producer to provide
Composer’s services hereunder are subject to Producer's Standard Terms and Conditions which
are incorporated herein by reference

    B. This Agreement shall not be assignable by Composer. This agreement shall be freely
assignable or transferable by Producer and shall inure to the benefit of Producer’s assignees.

    C. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.

    D. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.

    E. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.

    F. This Agreement shall be governed in accordance with the laws of the State of
_____________, [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
State].

\
\
\
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.


PRODUCER:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


COMPOSER:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]

				
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Description: This is an agreement between a composer and a production company regarding the creation of a musical score for a film. This agreement contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth. Customizable clauses include the budget, the name that will appear on the credits, writer royalties, album rights, and which state law will govern the agreement. This agreement should be used by production companies that want to hire a composer to create a musical score for a film.