Composer Services Agreement

COMPOSER SERVICES AGREEMENT

This Composer Services Agreement (Agreement) is made as of Effective Date: by and between Composer Name: (Composer), whose address for notices is , and Client Name: (Client), with principal place of business at .

RECITALS

WHEREAS, Client desires to retain Composer to create original musical compositions, arrangements and/or recordings for use in connection with Client's production(s) and related exploitation (the Services); and

WHEREAS, Composer represents that Composer has the skill, experience and ability to provide the Services and is willing to provide such Services to Client on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services and the resulting musical compositions, recordings and related materials (the Works).

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Composer as an independent contractor to compose, arrange, orchestrate and/or record the musical Works described in the Project Specifications attached or described below, and Composer accepts such engagement, on the terms set forth in this Agreement.

1.2 Delivery Schedule. Composer shall deliver the Works in accordance with the delivery schedule set forth below. Time is of the essence with respect to dates expressly stated as deadlines.

2. COMPENSATION; PAYMENT

2.1 Fee. Client shall pay Composer a fee in the total amount of (USD), payable according to the following schedule.

2.2 Expenses. Client shall reimburse Composer for reasonable pre-approved out-of-pocket expenses incurred in connection with the Services upon submission of receipts. Composer shall not incur third-party expenses in excess of without Client's prior written approval.

2.3 Invoices; Late Payment. Composer shall invoice Client in accordance with the payment schedule. Unpaid amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Payment does not constitute acceptance of Work.

3. RIGHTS, OWNERSHIP AND LICENSE

3.1 Work Product. The term "Work Product" shall mean all musical compositions, arrangements, recordings, demos, masters, stems, scores, charts and other materials created by Composer in performance of the Services.

3.2 Ownership. Check the option that reflects the parties' agreement with respect to ownership of copyright in the musical composition and sound recording (select one):

Work made for hire: Composer acknowledges that the Work Product shall be a "work made for hire" as defined under copyright law and Client shall be the sole author and owner of all rights.
Assignment: If the Work Product is not a work made for hire, Composer hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to the Work Product, including all copyrights and renewals.
License: Composer grants Client an exclusive, perpetual, worldwide, transferable license to use the Work Product for all media and purposes, with the right to sublicense, subject to payment in full under this Agreement.

3.3 Moral Rights. Composer hereby irrevocably waives, to the extent permitted under applicable law, any moral rights or similar rights in the Work Product to be asserted against Client or its licensees or assigns.

4. CREDIT

Composer shall receive credit in a form substantially as follows wherever credits for music are given: "Music by Composer Name" (Composer Name to be the Composer's credit). Client shall determine placement and size of credit in its sole discretion, provided that Composer shall not be unreasonably denied a credit.

5. DELIVERY; ACCEPTANCE

5.1 Delivery. Composer shall deliver completed Works in the agreed formats. Delivery shall be deemed complete upon Client's receipt of the materials specified in the delivery schedule.

5.2 Acceptance. Client shall have a period of days from delivery to accept or reject the Work. If Client notifies Composer of material deficiencies within that period, Composer shall use commercially reasonable efforts to cure such deficiencies at no additional charge.

6. REPRESENTATIONS & WARRANTIES

6.1 Composer represents and warrants that: (a) Composer has full power and authority to enter into this Agreement and to grant the rights granted herein; (b) the Work Product will be original to Composer and will not infringe or violate any intellectual property right or other right of any third party; and (c) Composer has obtained all necessary permissions and clearances for any third-party material incorporated into the Work Product and will disclose such materials in writing to Client prior to delivery.

6.2 Client represents and warrants that: (a) Client has the right to engage Composer for the Services; and (b) Client's use of the Work Product, as authorized under this Agreement, will not violate the rights of any third party, except to the extent such violation arises from Client's materials or instructions.

7. INDEMNIFICATION

7.1 Composer shall indemnify, defend and hold harmless Client and its officers, employees and agents from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Composer's representations and warranties or any claim that the Work Product infringes a third party's intellectual property rights, except to the extent such claim arises from Client-provided materials or instructions.

7.2 Client shall indemnify, defend and hold harmless Composer from and against any claim arising out of Client's breach of this Agreement or use of the Work Product beyond the rights granted herein.

8. CONFIDENTIALITY

Each party shall maintain in confidence all confidential information disclosed by the other party and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidential information shall not include information that is or becomes publicly available other than by breach of this Agreement.

9. TERMINATION

9.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

9.2 Effect of Termination. Upon termination, Client shall pay Composer for all Services performed and expenses incurred through the effective date of termination. Sections concerning ownership, indemnification, confidentiality and payment shall survive termination.

10. INSURANCE

Composer shall maintain at Composer's expense any insurance required by law and commercial general liability or professional liability insurance reasonably appropriate to the Services. Upon request, Composer shall provide certificates evidencing such coverage.

11. INDEPENDENT CONTRACTOR; TAXES

11.1 Independent Contractor. Composer is an independent contractor and not an employee, agent or partner of Client. Composer is solely responsible for determining the method and manner of performing the Services.

11.2 Taxes. Composer is responsible for all federal, state and local taxes and other statutory charges arising from compensation paid to Composer. Client may withhold taxes where required by law.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their addresses set forth below (or to such other address as a party may designate by notice). Notice shall be deemed given upon personal delivery, upon confirmed delivery by electronic mail, or three (3) days after deposit in the mail, postage prepaid.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict of laws principles that would apply the laws of another jurisdiction.

14.2 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Assignment. Client may assign this Agreement and its rights hereunder. Composer may not assign this Agreement or delegate material obligations without the prior written consent of Client.

15.2 Publicity. Neither party shall use the other's name, logo or trademarks in any publicity or advertising without prior written consent, except that Composer may list Client as a client in Composer's promotional materials.

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