Music Composer Addendum

MUSIC COMPOSER ADDENDUM

This Music Composer Addendum (the "Addendum") is made effective as of Effective Date: and supplements the terms of the Original Agreement dated Original Agreement Date: .

Client Name:    Composer Name:

WHEREAS

WHEREAS, Client has engaged Composer to provide original music and related services in connection with the Project described below, and the parties desire to set forth additional terms and clarifications specific to Composer's services and compensation;

WHEREAS, the parties wish to confirm ownership and usage rights, delivery milestones, and payment schedule related to compositions, recordings and deliverables for the Project; and

WHEREAS, this Addendum modifies and supplements the Original Agreement only as expressly set forth herein; all other terms of the Original Agreement remain in full force and effect.

PROJECT IDENTIFICATION

SCOPE OF WORK

Composer shall compose, arrange, record (where applicable) and deliver musical compositions, stems, masters, and any specified cues (collectively, "Deliverables") as set forth below. All Deliverables shall conform to the technical and delivery specifications agreed in writing by the parties.

PAYMENT TERMS

Total Compensation to Composer for the Deliverables shall be as follows.

Late payments will incur interest at the rate of % per month or the maximum rate permitted by law, whichever is lower, calculated from the date payment was due until paid in full.

Check    Wire Transfer    ACH / Electronic Transfer

RIGHTS, OWNERSHIP AND LICENSE

The parties agree the ownership and exploitation of the Deliverables shall be governed by the selection below. Absent a checked option, the default position shall be that Composer retains copyright and grants Client a time-limited license as set forth in the Original Agreement.

Work for Hire: Composer is engaged as an independent contractor and expressly agrees that all Deliverables prepared for Client shall be considered "work made for hire" under applicable copyright law and, to the extent any Deliverable is not a work made for hire, Composer hereby irrevocably assigns to Client all right, title and interest in such Deliverables, including copyrights.

Exclusive Assignment: Composer assigns all exclusive rights, including all worldwide copyrights, to Client upon final payment subject to the royalty provisions (if any) set forth below.

Composer retains specified publishing/royalty share. If checked, specify the percentage and the mechanics of royalties below.

TERM AND TERMINATION

This Addendum commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Addendum for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for deliverables completed and accepted prior to termination.

CONFIDENTIALITY

Composer will keep confidential all non-public information disclosed by Client (the "Confidential Information") and will not disclose such information except as required to perform the services. Confidential Information does not include information that is or becomes publicly available other than by breach of this Addendum, or information independently developed by Composer without reference to Confidential Information.

WARRANTIES; INDEMNIFICATION

Composer represents and warrants that (a) Composer is the sole author of the Deliverables or has obtained all necessary permissions to grant the rights herein; (b) the Deliverables will be original and will not infringe the rights of any third party; and (c) Composer has full power to enter into this Addendum and grant the rights granted herein.

Composer shall indemnify, defend and hold harmless Client from any claims, damages, losses or expenses (including reasonable attorneys' fees) arising from a breach of the foregoing warranties. Client shall notify Composer promptly of any claim and permit Composer sole control of the defense and settlement thereof, provided that Composer shall not settle any claim that imposes financial or other obligations on Client without Client's prior written consent.

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Addendum, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment to this Addendum must be in a written document signed by both parties.

MISCELLANEOUS

If any provision of this Addendum is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right.

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