Creative Composition Template

Creative Composition Template

This Creative Composition Agreement (the Agreement) is made effective as of by and between: Client Name: and Composer Name: .

RECITALS

WHEREAS, Client desires an original musical or literary composition, arrangement, or sound recording (the Composition) to be created for Client's use in connection with Client's business, production, or project described in the Scope of Work; and

WHEREAS, Composer has represented that Composer possesses the skill and creative resources necessary to prepare and deliver the Composition and is willing to render such services under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms governing delivery, payment, ownership, confidentiality, and other rights relating to the Composition.

SCOPE OF WORK

PAYMENT TERMS

All payments are due according to the Payment Schedule. In the event of a late payment, the Late Fee specified above shall accrue from the date payment was due until paid, and Composer may suspend delivery of any outstanding Deliverables until all outstanding amounts are paid in full.

TERM AND TERMINATION

Term Start Date:    Term End Date:

CONFIDENTIALITY

Each party may disclose Confidential Information to the other. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential. Each recipient shall (a) maintain such information in confidence using reasonable care, (b) use Confidential Information only to perform obligations under this Agreement, and (c) not disclose Confidential Information to third parties except as permitted herein. Confidentiality obligations shall survive termination for from the effective date.

OWNERSHIP, ASSIGNMENT, AND LICENSE

Composer agrees to deliver original Composition materials. Unless otherwise agreed in writing below, Composer hereby grants to Client a perpetual, worldwide, transferable, royalty-free license to use, reproduce, distribute, publicly perform, and display the Composition in connection with Client's project and related advertising and promotional activities. The parties may elect full assignment of copyright as follows:

If Assignment of Copyright is checked, Composer agrees to execute all instruments reasonably necessary to effectuate assignment of the Composition's copyright to Client upon full payment. If not checked, Composer retains copyright and grants the license set forth above subject to the Payment Terms.

REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Composer represents and warrants that the Composition will be original and will not infringe any third-party rights. Each party agrees to indemnify and hold the other harmless from claims, damages, and expenses arising from any breach of the foregoing representations or from gross negligence or willful misconduct of the indemnifying party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Venue for any dispute shall be the state or federal courts located in the county where Client is principally located, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, and communications. Amendments must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is found unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to a successor in interest in connection with a sale of substantially all of Client's assets or business.

Sign Now