You are on page 1of 8

[PRODUCTION COMPANY NAME]

[PRODUCTION COMPANY ADDRESS]


[NAME OF COMPOSER]
[COMPOSER ADDRESS]

Dated as of _____ __, 2015

RE: Original Music for the motion picture feature, currently entitled [TITLE OF PICTURE]
Dear Colleagues,
This letter shall confirm the agreement (the "Agreement") by and between [PRODUCTION COMPANY
NAME] located at [ADDRESS] (Company) at ____________________________, and [COMPOSER],
at ___________________________ ("Composer) in connection with the motion picture feature
presently entitled [TITLE OF PICTURE] (which together with all trailers, promotion, publicity,
advertising and DVD supplemental material therefrom, is collectively referred to as the "Picture"). All of
Companys obligations herein are expressly conditioned upon Companys receipt of fully executed copies
of this Agreement.
1. Company hereby engages Composer to compose, arrange and produce original musical compositions
(the "Compositions"), as further described in the attached Schedule A, for the score of the Picture, and to
record and produce master recordings embodying the Compositions (the "Masters") used in the Picture.
The music composed hereunder and all other results and proceeds of Composer's services are referred to
herein as the "Work."

Similar to the first agreement, this deal requires the composer to produce as well as write the
score.
2. Composer will render your services hereunder during the Term, as defined below, on a first priority
basis. You will deliver to us the final mix of the Score no later than ______________, 2015.

This provision is favorable to the composer as it does not require him to turn down other jobs
while he is working on this movie.
3. Composer shall deliver the Work to Company pursuant to the following schedule (the
Delivery Schedule):
(a) Composer shall begin the production of the Work on approximately __________________,
2015; (or upon signing of the agreement and first payment, whichever comes first.)
(b) Composer shall essentially complete the work by ________________, 2015. Company shall
be entitled to hear the Work prior to the final mix, which shall be subject to final approval by an
individual designated by Company (or Companys designee) for such final approval. Composer agrees to
be available for up to two (2) days of consultation, and shall make such revisions during that time in the
Work as Company may reasonably require, provided that if after such revisions are made, Company does
not accept the Work as acceptable, then Company shall pay Composer a kill fee of 25% of the total
compensation otherwise payable under Paragraph 5 below in addition to the initial fee and Composer
shall retain all rights in the Work and Company shall have no right to use the Work for any purpose.

This is far better than the first agreement in which the composer agrees to keep changing the
music at the producers request without limitation on the number of times the producer can
demand changes.
(c) Upon Companys approval of final mixes of the fully produced Work, company shall make
delivery (Delivery) of the Work to ____________________ (Companys Designee) via disc(s),
DAT(s) or computer files (at Companys discretion). Simultaneously with Deliver of the Work or proper
to Deliver, Composer shall submit a properly completed music cue sheet for the Picture, provided
Composer shall not be responsible for procuring or providing information needed to complete the cue
sheets related to third party licensed music. Company shall be responsible for filing final cue sheets to
Composers performance rights organization prior to the initial release of the Picture.

See the Introduction for explanation of a cue sheet and its importance.
(d) Composer shall deliver all Materials to Companys Designee, pursuant to the Delivery
Schedule defined herein, to the following address and contact: _________________________
4. Composer shall be responsible for the production of the Work, the payment for all expenses related to
the production of the Work, including, but not limited to, the hiring of musicians, the booking of
recording sessions, the programmer and engineer. Composer shall not be responsible for a music editor.
Company shall have approval over all stages of production of the Work and all constituent elements
thereof including the final composition and orchestration. In addition, Composer shall consult with
Company throughout the production of the Work.

As with the first agreement, this composer deal is all-in, that is, the composer is responsible
for expenses.
5. The term of this Agreement (the "Term") shall commence upon delivery of first payment and the
signing of this agreement. The Term shall end upon delivery to Company of final Work (i.e., final mixes
of the Masters), delivery of all documentation necessary for the full exercise of all rights granted
hereunder and completion of all services required by Company hereunder but shall not extend past
___________, 2015. Time and full compliance of all delivery requirements are of the essence of this
Agreement. During the Term, Composer shall not, without prior written consent of Company and/or
Companys Designee, render or agree to render any services of any kind for any other person or entity
which would or might conflict with, interfere with or prevent the complete rendition of the services
required to be rendered by Composer hereunder. Notwithstanding the foregoing, the Work shall be
delivered in accordance with Company's production schedule.
6.
In consideration of the rights granted by Composer hereunder, Composers services and the use by
Company of the results and proceeds thereof, Company shall pay to Composer an aggregate amount of
______________ Thousand Dollars ($_____,000.00) (the Fee), which shall be inclusive of any and all
expenses incurred by Composer in the production and delivery of the Work to Company, payable as
follows: (i) $____,000.00 after (A) commencement of Composers services hereunder and (B) receipt of
an executed copy of the Agreement; (ii) the final $___,000 upon delivery to Company of the Materials.
But Composer has agreed to defer the money due in ______________, 2015 until a mutually agreeable
time not to exceed six months (________________, 2015). All payments made by Company and/or
Companys Designee to Composer hereunder shall be inclusive of any sales tax or use taxes required to
be paid by Composer to any governmental authority.

7.
(a) It is expressly agreed that Composer is performing services hereunder as an Independent
Contractor. Composer retains the copyright to the supplied Work but irrevocably grants Company, all
synchronization, performance rights and licenses, the rights to secure copyrights throughout the world, the
absolute and unrestricted right and permission to reproduce, adapt, edit, copyright, televise, exhibit,
distribute, license, disseminate, display and otherwise exploit in any or all markets and media
(collectively use) the Compositions and Masters that Composer supplies to the production in the
context of this film. This grant of rights is made without limitation upon time, circumstance, location,
market or medium or use of this material in and related to the motion picture feature tentatively entitled
[TITLE OF PICTURE].

Unlike the first agreement, here the composer retains his copyright in the music both the
underlying music and the recordings. This is a huge difference as it allows the composer to reuse the music and make additional money from exploiting it.
(b) Notwithstanding the foregoing, Company acknowledges that Composer is a member of
ASCAP and the worldwide non-dramatic public performance royalties in the Work shall be licensed
through ASCAP. Company hereby acknowledges Composers one hundred percent (100%) of the writers
share of the worldwide non-dramatic public performance royalties in the Work; and one hundred percent
(100%) of the publishers share of the worldwide non-dramatic public performance royalties in the Work
with Composers music publishing designee, _____________ (ASCAP).

Unlike the first agreement, the composer will collect 100% of the public performance royalties.
(c) Composer shall own and separately administrate one hundred percent (100%) of the
publishing and one hundred percent (100%) of the so-called writers share of the publishing rights in and
to the Compositions. Composer shall own any and all rights in and to the Masters prepared in connection
with the Picture subject to the terms stated herein.
(d) Company and its assigns, licensees, successors and designees shall have the unrestricted right
of access to use the Compositions composed by Composer and the masters recorded by Composer in all
media, now known or hereafter devised ,throughout the universe, in perpetuity in connection with the
Picture.
(e) Without limiting the generality of the foregoing, Composer hereby acknowledges that
Company shall have the right to synchronize, perform, and use the Work in the soundtrack of the Picture,
and uses ancillary to the Picture, including, without limitation, in trailers, promotions and co-promotions,
and advertisements for any or all of the foregoing, and in connection therewith, the parties acknowledge
and agree that Company shall have the perpetual right, throughout the universe, to exploit the Work in or
related to the Picture in all media including, but not limited to, theatrical release, subscription, satellite,
pay/cable and free TV, audio-visual devices (including but not limited to video-cassettes and discs),
trailers, advertisements and publicity therefore, any computer-assisted media including but not limited to
CD-ROM, CD-I and similar disc systems, interactive cable and in all other uses associated with any new
technology and media, whether now known or hereafter devised. Subject to the terms stated in this
Agreement, any and all rights to the Work are owned by Composer.
(f) Company shall be free, at its sole discretion, to make any further use, recording, exploitation,
publishing, and distribution of the Work and every arrangement, version, orchestration and adaptation
thereof, and of recordings thereof as Company may desire in the Picture and any promotion or advertising

for the Picture, free and clear of any and all claims by, or asserted, and all claims by, or asserted on behalf
of, Composer or any third parties (including, without limitation, any and all composers, musicians and
other persons who provide services, performances or materials in connection with the performance of the
Work).
(g)
Composer agrees to look solely to such society and/or Composers music publishing
designee for such royalties and waive any claim against Company for its publisher's share of such
royalties received by Company. Notwithstanding the foregoing, if Company shall receive monies due to
Composer, Composers performing rights society or its publishing designee, then Company shall remit
such monies promptly to Composer, Composers performing rights society or its publishing designee.
(h)
Composer shall have the right but not the obligation to exploit the Work in any other
form or manner within Composer's sole discretion, throughout the universe and in perpetuity for any
purpose except (i) in another feature length motion picture including documentary or feature motion
picture for a period of three (3) years from the commercial release of the Picture, except with the prior
written consent of Company; and (ii) use the Work in an album subject to subparagraph (i) below).

This pro-composer provision allows the composer to exploit the compositions and the masters
for any other purpose except in another movie or full length album. So, for instance, the
composer can license the compositions and masters for ad campaigns or video games and
collect 100% of the revenues.
(i)
The parties acknowledge and agree that Composer shall have the right to include
selections from the Work on any record album featuring Composer's solo work (with Companys 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 [Title of Picture]
(j)
Company, its successors and assigns shall have the right to make, distribute, or sell or
authorize others to do the same, any phonorecords, including, without limitation, discs, tapes and devices
of any speed or size of type, whether now known or hereafter devised, for the recording of the music
material in any soundtrack album(s) for the Picture (the Soundtrack Album). The parties shall enter into
negotiations in good faith terms for Composers participation in such Soundtrack Album subject to record
companys approval.
8. Company agrees not to exploit or use the Work other than as embodied in the soundtrack of Picture or
in advertisements and promotional materials for the Picture. In connection with any other use or
exploitation of the Work not set forth herein, Company shall consult with Composer in connection
therewith; which such consent shall not be unreasonably withheld. In the case of a soundtrack album,
Company shall consult with Composer whereby an agreement shall be negotiated in good faith.
9. The parties acknowledge and agree that Company is not and shall not be a signatory to any union,
guild or collective bargaining organization concerning any musicians or performers who have rendered or
shall render services in connection with the Work.
10. Composer hereby warrants, represents and covenants to Company as follows:
(a)
Composer hereby represents and warrants to Company that Composer has the right to
enter into this Agreement and perform all of its obligations pursuant to this Agreement.

(b)
Composer shall be the sole author of all material contained in the Work; and that the
Work shall be completely original with Composer and shall not infringe upon or violate any copyright,
common law right or any other right, of any person, firm or corporation;
(c)
That neither the Work nor any element of, or material contained in, the Work will infringe
upon or violate the right of privacy of, or right of publicity of, or constitute a libel or slander against, or
defame, or violate any copyright, trademark or service mark, common law or other right, of any person,
firm or corporation or violate any other applicable law;
(d)
Composer has acquired all rights necessary to its grant of rights to Company hereunder,
including without limitation, all copyrights, music synchronization and music performance rights
licenses;
(e)
That no part of the rights herein granted to Company have been transferred to any third party and
that said rights are free of any liens, claims and encumbrances whatsoever in favor of any other party, and
that said rights and the full right to exercise the same, have not been in any way limited, diminished, or
impaired; and that there are no claims, litigation or other proceedings pending, outstanding or threatened
adversely affecting or that would or might in any way prejudice Company's rights hereunder.
11.
(a) Composer assumes liability for, and hereby agrees to indemnify, defend, protect, save and
hold harmless Company, its partners, divisions, subsidiary and affiliates, divisions and companies,
distributors, assigns, licensees and the respective shareholders, directors, officers, employees and agents
of the foregoing (the "Company's Indemnified Parties") from and against any and all claims, actions,
suits, costs, liabilities, judgments, obligations, losses, penalties, expenses or damages (including, without
limitation, reasonable legal fees and expenses) of whatsoever kind and nature imposed on, incurred by or
asserted against any of Company's Indemnified Parties, arising out of any breach of any representation or
warranty made by Composer herein or out of any other breach by Composer of this Agreement.
(b) Company assumes liability for, and shall indemnify, defend, protect, save and hold harmless
Composer from and against any and all claims, actions, suits, costs, liabilities, judgments, obligations,
losses, penalties, expenses or damages (including, without limitation, legal fees and expenses) of
whatsoever kind and nature imposed on, incurred by or asserted against Composer arising out of any
breach or alleged breach by Company of any representation, warranty or covenant made, or obligation
assumed, by Company pursuant to this Agreement.
(c) In order to seek or receive indemnification hereunder:
(i) the party seeking indemnification must have promptly notified the other of any claim
or litigation to which the indemnification relates; and
(ii) the party seeking indemnification must have afforded the other the opportunity to
participate in any compromise, settlement, litigation or other resolution or disposition of such
claim or litigation.
12. Provided that Composer fully performs all of her material obligations hereunder and is not in material
breach of any of Composers representations, warranties, obligations or agreements hereunder and the
Work is synchronized to the Pictures visuals, Company shall accord Composer a credit substantially in
the following form: Original Music by [NAME OF COMPOSER]".

These credit provisions are much more favorable to the composer than the first agreement, and
composers should seek to include these terms into any agreement they sign. A good credit can
be essential in advancing a composers career and securing higher fees in future projects.
(a)

Such credit shall be on a separate card, in the main credit roll in the Picture.

(b)
Credit in the same form as set forth herein shall be provided in any paid advertising and
posters for the Picture, wherever the full billing block for the Picture appears.

The billing block is the list of names on the bottom portion of the official movie poster. In
the layout of film posters and other film advertising, the billing block is usually set in a highly
condensed typeface. A successful composer can negotiate for a larger size name.
(c)
Except as set forth above, any and all other characteristics of Composer's credit shall be
at Company's sole discretion. No casual or inadvertent failure to comply with the provisions of this
Paragraph 11 nor any failure by third parties to comply with the credit provision shall constitute a breach
of this agreement by Company. In the event of any failure by Company to comply with the foregoing
credit provisions, and upon written notice from Composer thereof, Company shall take reasonable steps to
prospectively cure any such failure which is economically practicable to cure (i.e., no recall of copies).

An established composer can negotiate for a credit in advertising any time the director or
principal actors receive credit.
13. Composer and Company are independent contractors with respect to each other, and nothing herein
shall create any association, partnership, joint venture or agency relationship between them. Composer
shall be fully responsible for all persons employed by it, in connection with its performance hereunder,
whether as independent contractors or as employees, and shall be fully responsible for them, for all
compensation and/or withholding taxes, worker's compensation insurance or other required payments in
connection with such persons, except as otherwise specifically and explicitly provided herein.
14. Company may use, and permit others to use, Composers name, approved likeness, voice and
approved biographical material (which shall not be unreasonably withheld or delayed by Composer) 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.
Except as otherwise stated under this
Agreement, Company and its assignees shall have the sole and exclusive right to issue publicity
concerning the Picture and concerning Composers services with respect thereto except for Composers
own publicity provided that there shall be no derogatory statements or references concerning the Picture
or any party or entity associated with the Picture
15.
(a) All notices and other communications from either party to the other hereunder shall be in
writing and shall be deemed received when delivered in person or five (5) days after deposited in the
United States Mails, postage prepaid, certified or registered mail addressed to the other party at the
address specified at the beginning of the Agreement, or at such other address as such other party may
supply by written notice.
(b) Composer shall execute any and all further documents that Company may deem necessary and
proper to carry out the purposes of this Agreement.

(c) This Agreement contains the full and complete understanding among the parties hereto,
supersedes all prior agreements and understandings, whether written or oral pertaining thereto and cannot
be modified except by a written instrument signed by each party hereto.
(d) This Agreement is to be governed by and construed in accordance with the laws of the State of
New York, applicable to contracts entered into and to be fully performed therein. Any litigation, action or
proceeding ensuing out of or relating to this agreement shall be instituted in a court of competent
jurisdiction (whether state or federal) in New York.
(e) Composer shall not assign any of its rights or obligations hereunder without the prior written
consent of Company, and any purported assignment without such prior written consent, shall be null and
void and of no force and effect. Company shall have the right to assign this Agreement at any time to any
person or entity, provided that person or entity which assumes Companys obligations in a writing signed
by such assignees duly authorized signatory.
(f)
The parties acknowledge and agree that Composers 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 Companys right to finance, produce, market, distribute or otherwise
exploit any and all rights in and to the Picture.
(g) Provided that Composer has rendered services as stated herein and Composer is not in breach
of any material term stated herein, Company agrees to provide a DVD of the Picture in its completed
form in a professional format (preferably mini-DV or Video DVD) for use solely as a sample of
Composers professional work, not for any commercial use or distribution.
(h) All representations and warranties contained herein or made in writing by Composer in
connection herewith shall survive the execution, delivery, suspension and termination of this Agreement
and any provision herein.
(i) No waiver by either party hereto, or any failure by any party hereto to keep or perform any
covenant or condition of this Agreement, shall be deemed to be a waiver or breach of any preceding or
succeeding covenant or condition.
(j)
If any part of this Agreement shall be held to be void, invalid or unenforceable, it shall
not affect the validity of the balance of this Agreement.
(k)
The parties acknowledge and agree that this Agreement may be signed in counterparts
(with the counterparts deemed to be one fully executed document) either manually, by facsimile or optical
image scanner (e.g., pdf) and such signatures shall be deemed as binding upon the parties.
Kindly indicate your agreement to and acceptance of the foregoing by signing the enclosed copy of this
Agreement where indicated below.
Company: [PRODUCTION COMPANY NAME]
By: __________________________________
Print Name: ___________________________
Its: __________________________________
Composer: ____________________

By: __________________________________
Print Name: ___________________________
Its: __________________________________