[PRODUCTION COMPANY NAME]
[PRODUCTION COMPANY ADDRESS]
Dated as of ______,20
[NAME OF COMPOSER]
[COMPOSER ADDRESS]
Re: "[TITLE OF FILM]"/Composer Agreement
Dear ____________:
This letter, when executed by you and [PRODUCTION COMPANY NAME] (referred to as "Company" or "us"), will set forth the material terms of the agreement between you and us relating to your creation and delivery to us of orchestrate record for the motion picture tentatively titled "[TITLE OF PICTURE]" (the "Picture").
All of Company's obligations herein are expressly conditioned upon Company's receipt of fully executed copies of this Agreement and the Certificate of Authorship attached hereto and incorporated herein.
You will compose, conduct, perform, record, arrange, produce, and mix the orchestrate record (hereinafter, the "Record”) for the Picture.
Company hereby engages the services of Composer to write, compose, arrange, adapt, interpolate, orchestrate and conduct the recording of the Record for the Picture and to supervise the music editing, dubbing and so-called "sweetening" of the recording of the entire Record and to deliver a fully recorded and edited digital audio file or DAT or such form as Company requires for all original and duplicate master recordings embodying the Record all for and as directed by Company. The Master shall be suitable for synchronization with the Picture and with audio-visual discs, cassettes and other audio-visual devices embodying the Picture or substantially all of the Picture ("AV devices") and, upon Company's request, for manufacture of audio products embodying the Score, upon and subject to the terms and conditions herein set forth. Without limiting the generality of the foregoing, but subject to the specific terms of this Agreement, Composer shall perform all services or duties customarily performed in the motion picture industry by a composer, scorer, conductor, arranger and adapter with respect to the Picture. Company shall have the right to require Composer to make such reasonable changes, modifications or additions to the Score, and to any and all musical compositions, production numbers, or special material composed by Composer hereunder as may be reasonably required by Company.
In this agreement, the composer is not only responsible for writing the Record, he or she must deliver the recording of the music.
- Term of Engagement:
The term of Composer's engagement hereof shall commence upon the date set forth above and shall continue until complete and satisfactory delivery of the Record. Composer shall deliver the Master in accordance with Company and, subject to the terms herein, perform any re-writes, if any, requested by Company until a Record commercially and technically satisfactory to Company shall have been delivered.
- Compensation.
In full and complete consideration for Composer's full and faithful performance of all services hereunder and for all rights granted to Company hereunder (including, without limitation, all right, title and interest in and to the results and proceeds of Composer's services rendered hereunder), provided Composer is not in material breach hereof and subject to Company's rights of suspension and/or termination in the event of force majeure, disability or default, Composer shall be entitled to be paid an "all-in" fee of [amount], payable in the following manner: [as per the requirements]
- Recording Costs.
You will be responsible for all recording costs incurred in connection with the Score and your services hereunder. You agree that you will be solely responsible for, and warrant that you pay, all such recording costs, even in the event such costs exceed the compensation payable to you pursuant to paragraph 3 above.
- Ownership.
Subject to the terms and conditions hereof, you hereby acknowledge and confirm that we shall own all right, title and interest in and to the Compositions of the Record (including, without limitation, the worldwide copyrights therein including any extensions and/or renewals thereof) and your performances thereon, throughout the universe and in perpetuity, and that we shall have the right to secure registration of copyright in the Record and the Masters (i.e., the individual master recordings comprising said Record) and the individual compositions comprising the Record (the "Compositions"). We shall have the exclusive right, insofar as you are concerned, to use and to authorize others to use the Record and any and all portions thereof throughout the world or any part thereof in any manner we see fit, and to refrain from any or all of the foregoing. If for any reason the results and proceeds of your services hereunder are not deemed to be a work made for hire, you shall and hereby do assign such results and proceeds and all rights therein and thereto to us, for use in any and all media (whether now known or hereafter devised), throughout the world, irrevocably and in perpetuity. The payments made by Company or its assignees under this Agreement are deemed to include sufficient remuneration for all so-called rental and lending rights pursuant to any directive, enabling or implementing legislation, laws and regulations enacted by any nation throughout the world.
- Credit.
Provided you fulfill your material obligations hereunder and further provided that the majority of the total background musical record embodied in the Picture as released in India consists of the Record, we will accord you the following credit: "Original Music by [NAME OF COMPOSER]." The foregoing credit shall appear in the main credit roll in the Movie.
- Soundtrack Album.
(a) Should Company enter into an agreement with a record distributor for the exploitation of the soundtrack album, if any, and should the Soundtrack Album or any audio product embody any of the Record as performed by and/or conducted by Composer and/or the Compositions, then Company shall negotiate in good faith with Composer for a royalty with respect to such audio products manufactured and sold hereunder. Any "Artist's royalty" (as such term is customarily known in the music industry) payable to Composer for use of Composer's recorded performance of any composition on the soundtrack album for the Picture shall be computed, reduced and determined in a no less favourable manner as Company's basic royalty under its agreement with any recording company.
(b) The parties acknowledge and agree that Composer shall have the right to include selections from the Score on any record album featuring Composer's solo work (with Company's prior written approval which shall not be unreasonably withheld by Company) provided that the following credit be placed by any of such composition's title: "Music from the motion picture feature [TITLE OF PICTURE]."
- Publishing.
You acknowledge that we will be the sole owner of all right, title and interest to the Compositions, including
(a) the worldwide copyrights therein and any renewals or extensions thereof, and
(b) the sole, exclusive, perpetual worldwide rights of administration, exploitation and promotion associated therewith. Nothing in this agreement shall limit Composer's right to receive Composer's performing rights income derived from the exploitation of the Record, whether in whole or in part. Composer shall be entitled to receive the "writer's" share in and to the Compositions.
- Use of Name, Likeness, Etc.:
Company may use, and permit others to use, Composer's name, likeness, voice and biographical material in and in connection with the Picture, the Work, any project or product derived from the Picture, if any, and the sale, distribution, promotion and advertising thereof. Company and its assignees shall have the sole and exclusive right to issue publicity concerning the Picture and concerning Composer's services with respect thereto except for Composer's own publicity provided that there shall be no derogatory statements or references concerning the Picture or any party or entity associated with the Picture.
- Music Cue Sheets:
The music cue sheets for the Picture shall be filed with the proper performance rights societies by Company accurately reflecting Composer's ownership of all Compositions. The cue sheets shall be prepared in consultation with Composer, and Company shall promptly provide Composer with a copy upon its availability. Company will be responsible for submitting cue sheets to distributors and to broadcasters.
- Notices:
All notices which either party is required or may desire to serve hereunder shall be in writing and shall be served to the addresses specified herein. A courtesy copy of such notices shall be sent to: ____________, Esq., ______________________; Tel: (_____) _____-______; E-Mail:_______________.
- Independent Contractor:
Composer warrants that he or she is an independent contractor and is not an employee of Company. As an independent contractor.
- Assignment:
Company shall have the right to assign this Agreement at any time to any person or entity. Neither this Agreement nor any rights hereunder are assignable by Composer at any time to any person or entity. This Agreement inures to the benefit of Company's successors, assigns, licensees, grantees, and associated, affiliated and subsidiary companies.
- Additional Covenants of Composer:
Composer agrees that Composer shall:
(a) Not disclose to any party information relating to the subject matter of this Agreement or to the activities of Company with respect to the Picture or otherwise except: (i) to Composer's financial and legal advisors; and (ii) regarding any incidental and non-derogatory references by Composer to third parties concerning Composer's Record in connection with the Picture.
(b) Not incur any liability or expense on Company's account without Company's prior written approval (except as otherwise stated herein), and if such approval is given, Composer will provide Company with any information necessary to satisfy such obligation, including copies of any necessary agreements.
- Remedies:
The parties acknowledge and agree that Composer's remedy for any breach of a term of this Agreement by Company shall be limited to monetary damages at law. Composer shall not have the right to rescind this Agreement or to any equitable or injunctive relief or otherwise in which there would be an interference or prevention of Company's right to finance, produce, market, distribute or otherwise exploit any and all rights in and to the Picture.
- Entire Agreement; Modifications: This instrument constitutes the entire agreement of the parties hereto relating to the subject matter specified herein. This Agreement can be modified or terminated only by a written instrument executed by both Composer and Company or Company's successors and assigns. The parties acknowledge and agree that signatures may be by hand, facsimile, electronic or optically scanned and any of these methods shall be deemed as binding on the parties.
- Miscellaneous.
You warrant and represent that neither the Record, the Masters or the Compositions shall infringe the rights of any third party, and that you are not under any disability, restriction or prohibition, whether contractual or otherwise, with respect to the performance of your services hereunder.
Without limiting the foregoing, you specifically warrant and represent that
(a) you have the full right, power, and authority to enter into this agreement,
(b) you have obtained all requisite rights, clearances and permission to enter into this agreement from all applicable third parties, including, without limitation, [record company], [publishing company], and each of their respective affiliates, and
(c) we shall not be required to make any payments of any nature for, or in connection with, the rendition of your services or the acquisition, exercise or exploitation of rights by us pursuant to this agreement, except as specifically provided herein (it being understood, for the avoidance of doubt, that you shall be solely responsible for any artist and other third party royalties or other sums payable arising out of our exploitation of the Masters, Compositions and other rights granted hereunder).
You further warrant and represent that you have consulted with counsel with respect to the execution of this agreement. You agree to and do hereby indemnify, save and hold us harmless of and from any and all liability, loss, damage, cost or expense (including reasonable attorneys' fees) arising out of or connected with any breach or alleged breach of this letter agreement or any claim which is inconsistent with any of the warranties or representations made by you in this letter agreement.
If the foregoing terms are acceptable, kindly sign on the signature line set forth below. This letter with the Certificate of Authorship, attached hereto, shall constitute the entire agreement between the parties and can only be modified in writing.
Very truly yours,
[PRODUCTION COMPANY NAME]
____________________________
An Authorized Signatory
ACCEPTED AND AGREED IN
ALL RESPECTS:
___________________________
