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.
Musical Score Composer Contract 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. MUSICAL SCORE COMPOSER AGREEMENT THIS MUSICAL SCORE 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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