Music Industry Music Director Contract

MUSIC DIRECTOR ENGAGEMENT AGREEMENT

This Music Director Engagement Agreement (the Agreement) is entered into as of by and between , with principal address (hereinafter "Client"), and , with principal address (hereinafter "Music Director").

WHEREAS

WHEREAS, Client engages in the production, performance, and commercial exploitation of musical works and live or recorded performances;

WHEREAS, Music Director has professional experience and expertise in musical arrangement, rehearsal direction, score preparation, and on-site musical direction; and

WHEREAS, Client desires to engage Music Director and Music Director agrees to perform the services described herein on the terms and conditions set forth in this Agreement.

ENGAGEMENT

Client hereby engages Music Director, and Music Director accepts engagement, to provide music direction services as described in this Agreement pursuant to the terms set forth below. Music Director shall perform the services as an independent contractor and not as an employee of Client.

SCOPE OF WORK

COMPENSATION AND PAYMENT TERMS

All fees are exclusive of sales, use, or other taxes; Client shall be responsible for any taxes applicable to payments hereunder except taxes imposed on Music Director's income. Music Director shall submit written invoices in accordance with the payment schedule; Client shall pay undisputed amounts within days of receipt.

EXPENSES

Client will reimburse Music Director for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the services. Reimbursable expenses require prior written approval by Client and submission of receipts with the invoice.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within 15 days after receipt of written notice specifying the breach. Termination will not relieve Client of obligations to pay fees earned or expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party relating to creative works, business plans, financial terms, unreleased recordings, set lists, cast lists, or other sensitive information. Music Director shall not disclose or use Confidential Information except as reasonably necessary to perform services. The obligations of confidentiality do not apply to information that (i) becomes generally available to the public other than through a breach of this Agreement; (ii) is lawfully obtained from a third party without restriction; or (iii) is required to be disclosed by law, provided the party required to disclose gives prompt written notice to the other party to permit a protective order or other remedy.

INTELLECTUAL PROPERTY; WORK PRODUCT

Music Director will prepare arrangements, vocal scores, charts, and related materials (Work Product). Unless otherwise agreed in writing, Client shall own all Work Product delivered and paid for hereunder as a work made for hire; to the extent ownership does not vest automatically, Music Director assigns all right, title and interest in such Work Product to Client. Music Director shall retain the right to use general skills, techniques, and non-confidential know-how acquired during the engagement for other projects, subject to Client's confidential information and exclusive rights in delivered Work Product where specifically agreed.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNIFICATION

Music Director is an independent contractor. Music Director is responsible for all payroll, employment, and other taxes arising from fees paid hereunder. Music Director shall maintain general liability insurance and, if applicable, workers' compensation insurance. Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligence or willful misconduct in connection with this Agreement.

NOTICES

Notices shall be in writing and delivered to the addresses set forth above (or to such other address as a party designates by written notice) and shall be effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties agree to attempt good-faith negotiation to resolve disputes; if unresolved, disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located, subject to the arbitrator's authority to award fees and costs as permitted by law.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

SEVERABILITY; ASSIGNMENT

If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor entity upon written notice.

ADDITIONAL TERMS

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