Composer Agreement (Film/TV)

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					A Composer Agreement is used when a producer or company wants to hire a music
composer to create the musical composition for a film, motion picture or television
production. The composer is paid a flat fee for the entire job, including recording
expenses. The form contains both standard clauses and opportunities for the use of
optional terms and conditions making it fully customizable to fit the needs of the
contracting parties. This agreement can be used by small businesses or other entities
that wish to compose a musical piece for a film, motion picture, or television production.
                         COMPOSER AGREEMENT (Film/TV)

THIS AGREEMENT (the “Agreement”) entered into this _____ day of ________, 2____,
between _____________________ (“Producer”) and ________________________ (the
“Composer”) in connection with the television/motion picture titled ______________ (the
“Picture”).

NOW THEREFORE, in consideration of the premises and the exchange of mutual covenants
set out herein and for other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto covenant and agree as follows:

I.       SERVICES

1.01 The Producer and the Composer hereby acknowledge and agree that the Composer
will write, compose, conduct, perform and produce an original music piece and composition
together with an original sound recording (the “Composition”) for the Picture.

1.02 The Producer and the Composer hereby acknowledge and agree that the Composer
shall work with the Producer in respect of any additional music pieces required by the
Producer for any added scenes, changes or deletions for the Picture.

1.03 The Producer hereby acknowledges and agrees that the Producer shall provide
advance written notice to the Composer of any additional music pieces required for any
added scences, changes or deletions for the Picture and the Composer hereby agrees that the
Composer shall accommodate and perform all additional services required by the Producer
upon the Producer’s written request.

1.04 The Composer shall render the music Composition contemplated hereunder on a non-
exclusive, first priority basis commencing on such date as the Producer shall designate.


II.      TERM

2.01 The Composer hereby acknowledges and agrees that he/she shall complete all work
on the Composition, including but not limited to, the recording and mixing of the music, by
the ____ day of ___________________, 2_____, or by such other date the parties hereto may
agree in writing.

2.02 The Producer and the Composer hereby acknowledge and agree that time is of the
essence of this Agreement.

III.     CONSIDERATION

3.01 The Producer and the Composer hereby acknowledge and agree that the
Consideration (the “Consideration”) to be paid to the Composer for the Composition shall



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include any and all amounts required to compose and deliver the Composition to the
Producer, including without limitation, any and all fees payable to musicians, vocalists,
rehearsal costs, recording, mixing, studio rental and any amounts payable to additional staff
required to assist in the production of the Composition.

3.02 The Composer hereby acknowledges and agrees that the Producer shall pay to the
Composer for completion of the Composition, the sum of __________ ($________) Dollars,
payable as follows:

         (i)      the Producer shall pay to the Composer the sum of the _________ ($______)
                  Dollar upon the execution of this Agreement; and

         (ii)     the Producer shall pay the balance of the Consideration due and owing to the
                  Composer upon the delivery and completion of the Composition to the
                  Producer by the agreed upon time.

3.03 Composer shall be entitled to receive One Hundred Percent (100%) of the so-called
writer’s share of public performance royalties directly from Composer’s affiliated Performing
Rights Society.


IV.      REPRESENTATIONS AND WARRANTIES

4.01     The Composer hereby represents and warrants to the Producer as follows:

         (i)      the Composer shall use his/her creative talents and skills to the best of his/her
                  ability, at all times, and in accordance with all direction and instruction from
                  the Producer;
         (ii)     the Composer shall comply with all rules, regulations and policies that may be
                  enforce at any time at any studio or at such other place or places where the
                  Composer shall render his/her services as contemplated herein;
         (iii)    the Composter shall not at any time or times, disclose any information relating
                  to the Picture or Composition to any third party and shall not disclose any
                  information relating to the activities of the Producer to any third party;
         (iv)     the Composer represents and warrants that he/she has the right to enter into
                  this Agreement and to grant to the Producer all rights contemplated herein;
         (v)      that all music material delivered by Composer to the Producer shall be original
                  work of the Composer and does not infringe upon any third party’s rights;
         (vi)     the Composer shall not at any time or times, incur any debts, liabilities or
                  expenses on behalf of the Producer or on the Producer’s account without the
                  Producer’s prior written consent; and
         (vii)    That in connection with the Composition, all persons or entities rendering
                  services in connection with the creation of the Composition (including but not
                  limited to arrangers, musicians, vocalists, conductors, engineers, copyists,
                  lyricists, producers) and all costs of recording, have been paid in full and




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                  Producer does not and will not have any obligation to pay any monies in the
                  future with regard to said persons or entities.


V.       TRANSFER OF RIGHTS

5.01 Composer and Producer agree that the Composition shall be considered a Work for
Hire as contemplated and defined in Section 101 of the United States Copyright Act; and all
rights appertaining thereto are entirely the property of Producer, its affiliates, licensees,
successors, customers or any person, Producer or corporation deriving any rights from
Producer, absolutely and forever, for any and all copyright interests, extensions and renewal
terms of copyright whether now known or hereafter created throughout the universe, and for
all uses and purposes whatsoever and free from the payment of any royalty or compensation
whatsoever, except as is specifically set forth herein. Producer shall accordingly have the
sole and exclusive right to copyright the Composition under Producer’s name as the sole
owner and author thereof. In the event and to the extent Producer may for any reason not be
considered the owner of any rights of any kind in the Composition as an employer for hire,
then and to that extent Composer hereby assigns, sells, transfers and conveys to Producer, its
successors and assigns, in perpetuity and throughout the universe, all rights, title and interest
in the Composition, including all copyright interests and all extensions or renewals thereof
for the entire universe.

5.02 Without limiting the foregoing, Composer expressly grants to Producer the following
rights:
        A. To perform the Composition for profit or otherwise by means of public and
private performance, by any and all other means, whether now known or which may hereafter
come into existence;

        B. To (at Producer’s sole discretion) substitute a new title or titles for the
Composition, make changes, arrangements, adaptations, translations and transpositions of the
Composition, in whole or in part, to add new lyrics to the music of the Composition or new
music to the lyrics of the Composition if any or to add lyrics to the Composition in
instrumental form in any media and in connection with any other musical, literary, dramatic,
or other material. It is also understood and agreed that Producer shall have the right to
interpolate the work of others in any work submitted by Composer to us hereunder, and also
to interpolate all or any part of Composer’s work hereunder in the work of others, and to use
such work or any part thereof. Composer hereby waives any claim that Composer may have
under any doctrine of moral rights or any other similar doctrine existing under the laws of
any country throughout the world or throughout the universe.

        C. To make and license others to make phonorecords, tapes, compact discs, CD-
ROMs and any other reproductions of the Composition in whole or in part, for distribution in
any manner and media (including electronic media) whether now known or which may
hereafter come into existence, and the right to manufacture, advertise, license and sell such
reproductions for any and all purposes whatsoever.




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        D. To synchronize, or license others to synchronize, the Composition with motion
pictures, television, promotions and/or advertisements for motion pictures or television
programming, video, CD-ROMs and other audio visual devices whether now known or
which may hereafter come into existence.

        E. To exploit any and all rights of every kind and nature now or hereafter existing
under common law or any statutory scheme, including, without limitation, any copyrights
(and renewals and extensions thereof) in the Composition, in whole or in part and to secure
registration of same in Producer’s name as author thereof.

       F. To print, sell, advertise, reproduce, record, exhibit, manufacture, distribute and
otherwise use and license others to do the same, with the Composition, in whole or in part, in
any manner and for any purpose, whether now known or which hereafter come into
existence.

5.03 Producer and any assignees shall have the right, and may grant others the right to
reproduce, print, publish and disseminate in any medium, Composer’s name and likeness or
biographical materials concerning Composer, as news or information, or for the purpose of
trade or for advertising/promotion purposes in connection with the commercial exploitation
of the Composition produced hereunder.

5.04   Composer shall, upon Producer’s request, execute and deliver any and all instruments
and documents which Producer deems necessary to vest in Producer the rights granted by
Composer hereunder, including but not limited to the short form Assignment of Copyright
attached herein as Exhibit A. If Composer fails to execute any such document, Composer
irrevocably authorizes and appoints Producer as Composer’s attorney in fact in Composer’s
name and in Composer’s place and stead to execute and deliver such documents, including
but not limited to documents required to secure to Producer copyrights to the Compositions
(and extensions and renewals thereof) throughout the universe.


VI.      NOTICES

6.01 Any notice, certificate, consent, determination or other communication required or
permitted to be given or made under this Agreement shall be in writing and shall be
effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or
mail, or (iii) sent prepaid by fax or other similar means of electronic communication, in each
case to the following addresses:

                            ________________________ (Producer)

                            ________________________ (Address)

                            Facsimile: (_____) ________


With a copy to:


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                            ________________________ (Producer’s Attorney)

                            ________________________ (Address)

                            Attention: _______________

                            Facsimile: (_____) ________



                            ________________________ (Composer)

                            ________________________ (Address)

                            Facsimile: (___) __________




With a copy to:
                            ________________________ (Composer’s Attorney)

                            ________________________ (Address)

                            Attention: _______________

                            Facsimile: (_____) ________

6.02 Any such communication so given or made shall be deemed to have been given or
made and to have been received on the day of delivery if delivered, or on the day of faxing or
sending by other means of recorded electronic communication, provided that such day in
either event is a Business Day and the communication is so delivered, faxed or sent prior to
4:30 p.m. on such day. Otherwise, such communication shall be deemed to have been given
and made and to have been received on the next following Business Day. Any such
communication sent by mail shall be deemed to have been given and made and to have been
received on the fifth Business Day following the mailing thereof; provided however that no
such communication shall be mailed during any actual or apprehended disruption of postal
services. Any such communication given or made in any other manner shall be deemed to
have been given or made and to have been received only upon actual receipt.

6.03 Any party may from time to time change its address under this Article 6.00 by notice
to the other party given in the manner provided by this Section.




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VII.     INDEMNIFICATION

7.01 Composer shall at all times defend, indemnify, save and hold harmless the Producer,
its successors, licensees and assigns, and the officers, agents, employees, directors, officers,
representatives and shareholders of each of the foregoing, from and against all claims, losses,
liabilities, judgments, costs, expenses and damages (including without limitation, attorneys’
fees and legal costs) arising out of or in connection with any breach or alleged breach by the
Composer of any warranty, covenant, representation or agreement made or to be performed
by Composer hereunder, and the Composer shall reimburse the Producer, on demand, for any
payment made by the Producer, at any time after the date hereof (including after the date this
Agreement terminates), with respect to any liability or claim to which the foregoing
indemnity applies.

VIII. GENERAL PROVISIONS

8.01 The Producer and the Composer hereby agree that the Composer is an independent
contractor, and shall not at any time or times, be considered an employee of the Producer. As
an independent contractor, the Composer is responsible and liable for any income tax and
unemployment insurance that may be or become due and owing to the relevant taxing
authorities of the relevant jurisdiction.

8.02 The Producer shall have the right to assign this Agreement at any time to any person
or entity.

8.03 This Agreement or any rights hereunder shall not be assigned Composer to any
person or entity without the written consent of Producer.
8.04 This Agreement inures to the benefit of Producer’s successors, assigns, licensees,
grantees, and associated, affiliated and subsidiary companies.

8.05 This Agreement (together with all other agreements or documents executed by the
Producer and the Composer contemplated by this Agreement) constitutes the entire
agreement between the Producer and the Composer pertaining to the subject matter of this
Agreement and such other agreements and documents and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written including, without
limitation, any confidentiality agreements which may have been entered into between the
Producer and the Composer prior to the date hereof. There are no conditions, warranties,
representations or other agreements between the Producer and the Composer in connection
with the subject matter of this Agreement (whether oral or written, express or implied,
statutory or otherwise) except as specifically set out in this Agreement or in such other
agreements and documents.


8.06 Any provision of this Agreement which, as it may relate to a party, is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such prohibition or unenforceability and shall be severed from the balance of this Agreement,



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all without affecting the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.

8.07 This Agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original and all of which taken together shall be deemed to constitute one
and the same instrument. Counterparts may be executed either in original or faxed form and
the parties adopt any signatures received by a receiving fax machine as original signatures of
the parties; provided, however, that any party providing its signature in such manner shall
promptly forward to the other parties an original of the signed copy of this Agreement which
was so faxed.

8.08 This Agreement shall be governed by and construed in accordance with the laws of
the State of [Insert State]. Each of the parties in any suit, action or proceeding arising out of
or relating to this Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of
the State of [Insert State] and/or the United States District Court over any suit, action or
proceeding arising out of or relating to this Agreement, (ii) waives to the fullest extent
enforceable under applicable law any objection which it may now or hereafter have to the
above venue of any such suit, action or proceeding and any claim that any such suit, action or
proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to
the fullest extent enforceable under applicable law any objection which it may now or
hereafter have to the above mentioned Court having jurisdiction of the parties hereto and to
the subject matter of this Agreement, and (iv) acknowledges that a final judgment in any such
suit, action or proceeding brought in such Court, after all appropriate appeals, shall be
conclusive and binding upon it. In any suit or arbitration regarding the Agreement, the
prevailing party shall be entitled to reasonable attorneys’ fees and costs. In any suit or
arbitration regarding the Agreement, the prevailing party shall be entitled to reasonable
attorneys’ fees and costs.

IN WITNESS WHEREOF the Producer and the Composer have executed this Agreement.

         DATED this _________day of ____________, 20___.


                                                                 [PRODUCER]



                                                                 Name:
                                                                 Title:
                                                                 .
                                                                 [COMPOSER]




                                                                 Composer



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                                                        EXHIBIT A


                                     ASSIGNMENT OF COPYRIGHT

[Insert Name of Composer] hereby assigns, sells, transfers to [Insert Name of Producer]
its successors, designees and assigns, the worldwide universal copyright and all other rights
in and to the musical Compositions and Masters recordings (hereinafter referred to as (the
Composition) including the title, music and lyrics and each and every arrangement thereof,
together with all copyrights and all other rights in and to the Composition throughout the
world and universe under any law, statute, treaty or regulation heretofore, now known or
hereafter existing, enacted or promulgated, together with all claims, demands and causes of
action heretofore, now known or hereafter existing, for the use of the Composition or
infringement of the copyright therein or any other legal or equitable right to the use and
ownership thereof in all fields of use now known or hereafter existing throughout the world
and otherwise throughout the universe by any means or technology now known or hereafter
existing.

Titles:



Composed by:                              ______________________________




Copyright registration number (if any):

___________________ has caused this assignment to be executed as of

the        day of          .

Witnessed by:


______________________________
(Signature of Witness)




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DOCUMENT INFO
Description: A Composer Agreement is used when a producer or company wants to hire a music composer to create the musical composition for a film, motion picture or television production. The composer is paid a flat fee for the entire job, including recording expenses. The form contains both standard clauses and opportunities for the use of optional terms and conditions making it fully customizable to fit the needs of the contracting parties. This agreement can be used by small businesses or other entities that wish to compose a musical piece for a film, motion picture, or television production.
This document is also part of a package Entertainment Starter Kit 30 Documents Included