Legal Composition Document

LEGAL COMPOSITION DOCUMENT

This Legal Composition Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with address , and Composer Name: with address .

RECITALS

WHEREAS, Client desires to procure the creation of a musical, literary, audiovisual or other artistic composition described as Title: (the "Composition"), and Composer has the skill and capacity to create the Composition in accordance with the terms of this Agreement;

WHEREAS, Composer will deliver to Client a complete master, score, and any agreed deliverables by Delivery Date: , subject to Client's acceptance testing and any approval procedures set forth herein;

WHEREAS, the parties intend to set forth herein the ownership, compensation, and other rights and obligations applicable to the Composition.

NOW THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Composition" means the musical, literary or audiovisual work described in this Agreement, including all musical compositions, lyrics, arrangements, recordings, masters, scores and related materials produced pursuant to this Agreement.

1.2 "Deliverables" means all masters, stems, files, scores, lyric sheets, metadata, and source materials delivered by Composer to Client pursuant to this Agreement.

2. ENGAGEMENT; SCOPE OF WORK

2.1 Composer shall compose, record and deliver the Composition and all Deliverables described in the Specification below. Specification:

2.2 Delivery. Composer shall deliver the Deliverables by the Delivery Date specified above. Client shall have a period of days to accept or reject the Deliverables in good faith based on materially conforming specifications.

3. RIGHTS GRANTED; OWNERSHIP

3.1 Assignment or License Election (check one): Exclusive Assignment of All Rights to Client Non-Exclusive License to Client (subject to terms)

3.2 If Exclusive Assignment of All Rights is selected, Composer hereby irrevocably assigns, transfers and conveys to Client and its successors and assigns all right, title and interest worldwide in and to the Composition, including copyright and all rights of renewal and extension, in perpetuity, subject only to the limited rights expressly reserved in writing in this Agreement.

3.3 If Non-Exclusive License is selected, Composer grants to Client a non-exclusive, worldwide, transferable license to use, reproduce, distribute, publicly perform, display, and create derivative works of the Composition in perpetuity, subject to payment terms herein.

3.4 Moral Rights. To the maximum extent permitted by applicable law, Composer hereby waives and agrees not to assert any moral rights, droit moral or equivalent rights in the Composition against Client.

4. COMPENSATION

4.1 Fee. As full consideration for Composer's obligations under this Agreement, Client shall pay Composer a fee in the amount of USD, payable as follows:

4.2 Royalties. If royalties are payable, the parties agree to a royalty rate of on net receipts, subject to customary accounting and audit rights.

5. DELIVERY; ACCEPTANCE; APPROVAL

5.1 Composer shall deliver the Deliverables in the formats and quality agreed. Client may reject Deliverables that fail to materially conform to the Specification and shall provide written notice specifying defects. Composer shall remedy defects within a commercially reasonable time.

6. REPRESENTATIONS; WARRANTIES; INDEMNITY

6.1 Composer represents and warrants that: (a) Composer is the sole author of the Composition or has secured rights from third parties necessary to grant the rights herein; (b) the Composition is original and does not infringe third-party rights; and (c) there are no prior agreements that conflict with this Agreement.

6.2 Composer shall indemnify, defend and hold harmless Client from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of any breach of the foregoing representations and warranties.

7. CONFIDENTIALITY

7.1 Each party shall maintain in confidence all non-public information disclosed by the other party marked or reasonably understood to be confidential and shall not use such information except to perform under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years.

8. TERM; TERMINATION

8.1 This Agreement commences on the Effective Date and continues until performance of obligations or earlier termination. Either party may terminate for material breach if such breach remains uncured for thirty (30) days after written notice.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below. Notice is effective upon receipt.

10. AUDIT; RECORDS

10.1 Client shall have the right, upon reasonable notice and during normal business hours, to audit Composer's books and records relating to any royalty calculations or accounts under this Agreement for a period of two (2) years following any payment.

11. ASSIGNMENT

11.1 Client may assign this Agreement and its rights hereunder without Composer's consent to any successor or affiliate. Composer may not assign this Agreement without Client's prior written consent except to Composer's estate or affiliate.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. Jurisdiction:

12.2 The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, the parties agree to submit disputes to binding arbitration before a single arbitrator in the jurisdiction identified above, unless otherwise mutually agreed in writing.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

13.3 Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by both parties. The waiver of a breach shall not constitute a waiver of any subsequent breach.

13.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. MISCELLANEOUS PROVISIONS

14.1 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or employment relationship.

14.2 Publicity. Composer shall not use Client's name or trademarks in any advertising or publicity without Client's prior written consent.

ACKNOWLEDGMENT

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective party and that the party will be bound by the terms hereof.

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