[PRODUCER NAME]

[PRODUCER ADDRESS 1]
[PRODUCER ADDRESS 2]
[CITY, STATE, ZIP]
[MM/DD/YYYY]
[COMPOSER NAME]
[MUSIC PRODUCER NAME]
[COMPOSER ADDRESS]
[CITY, STATE, ZIP]
The following shall constitute the agreement (the Agreement) between [PRODUCER
NAME] (Producer) and [COMPOSER NAME] (Composer) regarding the Composers
services as composer and producer of musical material (the Score) for the motion picture
presently entitled [TITLE OF FILM] (the Picture). For the purposes hereof, the Picture shall
include all ancillary and subsidiary uses thereof, including, without limitation, in-context and
out-of-context advertising, promotions, special features, private and public screenings, making
of and behind-the-scenes featurettes, DVD menus, music videos and web clips therefrom.
The Score, as used herein, shall include, without limitation, all compositions, arrangements, and
adaptations written or composed and/or recorded by the Composer, pursuant to this Agreement,
whether or not included in the Picture. For good and valuable consideration, the receipt and
adequacy of which the parties hereby acknowledge, the parties agree as follows:
1. Term.
The Composers engagement will commence as of the date hereof and the Composer will
deliver the final Score to the Producer on or before [DATE OF COMPLETION]. In any event,
the Composers services will continue until the Producers acceptance of the final Score and all
items required by the Producer pursuant to Paragraph 2.2 below in a form satisfactory to the
Producer in its sole discretion.
2. Services.
2.1. The Composer agrees to: (i) perform all services and duties with respect to the Score
customarily performed in the motion picture industry by a musician, composer, scorer,
conductor, arranger, producer, and adapter, including, without limitation, all services required to
deliver the final Score to the Producer as set forth herein; (ii) comply promptly and faithfully
with all reasonable requirements, directions, requests, rules and regulations made by the
Producer in connection with the Composers services; (iii) perform and render such services as
are required of the Composer hereunder in a first-class manner, conscientiously, and to the best
of the Composers ability, and as instructed by the Producer in all matters, including, without
limitation, those involving artistic taste and judgement; and (iv) perform and render such services

during the Composers engagement hereunder whenever and wherever and as often as the
Producer may request or deem necessary or convenient. The Composer acknowledges and agrees
that the Score shall be subject to the Producers approval, and, upon the Producers request, the
Composer shall re-write, re-record, and/or otherwise modify the Score, or any element thereof
designated by the Producer. In addition, the Producer shall have the right to change the number
of musical compositions, production numbers, special material, and other music-related products
and services required of the Composer hereunder, and require the Composer to write, compose,
produce and/or adapt other musical compositions, production numbers, special material, and
other music in lieu thereof.
2.2. The Composer shall deliver to the Producer all elements customarily delivered with a
completed score, including, without limitation, the master recordings of the Score in such format
and medium as the Producer shall determine in its sole discretion, together with copies of the
original manuscripts, conductors score, instrumental and vocal parts, recordings, and other
music prepared by the Composer, or under the Composers supervision hereunder, and in the
Composers possession or under the Composers control.

3. Rights
3.1. The Composer certifies that the Composer wrote, composed, arranged, adapted,
scored, orchestrated, produced, recorded, completed and delivered the Score described herein as
an independent contractor engaged by Producer. The Composer certifies that the Score is wholly
original, except to the extent that it is based on or uses material in the public domain or material
furnished to the Composer by the Producer, and that the Composer is the author at law thereof
and owns all right, title, and interest in and to the Score and the results of Composers services
rendered in connection therewith, including without limitation all copyrights and renewals and
extensions of copyrights therein.
3.2. The owner of the final sound recordings for all original music used in the Picture will
be the Composer. The Composer will own 100% of all worldwide master rights to all music
written by [COMPOSER NAME] used in the Picture. [OPTIONAL: IF OTHER WORK IS
USED] With regard to ownership of final sound recordings incorporating previously written
material, the Producer will own 60% and the Composer will own 40% of all worldwide master
rights to the recordings.
3.3. The Composer shall grant the Producer and its successors, assigns, and licenses the
irrevocable right, privilege, and authority to record, copy, sell, distribute, and perform the Score,
subject to the terms of the Synchronization and Master Licenses supplied with this document in
Paragraphs 4.1 and 4.2.
3.4. In the event that the Composer fails or is unable to execute or arrange for the
execution of the Score, in whole or in part, the Composer hereby appoints the Producer as the

Composers attorney-in-fact with the full right and authority to execute and deliver the same,
which appointment will be deemed a power coupled with an interest and will be irrevocable
under any and all circumstances.
3.5. The Composer hereby grants to the Producer the right to issue and authorize
publicity concerning the Composer, and to use the Composers name, voice, photograph,
likeness, and biography in connection with the distribution, exhibition, advertising, and
exploitation of the Picture, the Score, any soundtrack recording derived therefrom and all
ancillary and subsidiary rights in any of the foregoing.

4. Grant of Licenses
4.1. Master Use License.
[COMPOSER NAME] and [MUSIC PUBLISHER NAME] (Music Publisher)
hereby grant to [PRODUCER NAME] an exclusive license to use the master recordings
embodying the Score, made a part of this Agreement, in and in connection with the Picture in
any and all media, whether now known or hereafter devised, throughout the world, in any and all
languages, as well as in advertising, publicity, and promotion of the Picture. The Producer may
use the Licensed Masters for any purpose, including, but not limited to, Background, Feature,
Theme, Concert, and Credits, in connection with the Picture. The Music Publisher further grants
the Producer the right to perform post-production mastering alterations to the provided Licensed
Masters, provided that such post-production mastering alterations shall not be used, distributed,
or exploited separately or independently of the Picture. Post-production mastering alterations
may be, but are not limited to, compression, equalizing, limiting, normalizing, added effects or
any other alteration deemed necessary by the Producer to conform said Licensed Masters to the
Picture. The Producer may use the Licensed Masters in whole or in part, edited or otherwise
modified in their sole discretion. Nothing herein requires the Producer to use the Licensed
Masters in the Picture. All rights in and to the Picture shall be owned solely by the Producer, and
neither the Composer nor the Music Publisher shall have rights therein.
4.2. Synchronization License.
[COMPOSER NAME] and [MUSIC PUBLISHER NAME] grants to [PRODUCER
NAME] the exclusive, irrevocable right, license, privilege and authority to copy, sell, perform,
edit and/or loop portions of, record on film or video and use the musical compositions and
recordings embodied in the Licensed Masters in synchronization or timed relation with the
Picture during the Term throughout the world in any medium or form, whether now known or
hereinafter created. The Music Publisher authorizes the Producer to use or cause to be used the
aforesaid musical compositions and recordings contained in the Licensed Masters in conjunction
with the Picture in any manner the Producer deems fit, including, but not limited to, the purpose
of advertising and exploiting the Picture and the right to license, sell, and distribute the aforesaid
musical compositions in conjunction with the Picture throughout the world and any medium or
form, whether now known or hereinafter created. Notwithstanding the foregoing, the musical

compositions and recordings contained in the Licensed Masters licensed pursuant to this
agreement shall not be distributed or exploited separately or independently of the Picture, except
in compilations of those films, in advertising for those films, or in connection with the Picture
itself.
4.3. Both the Master Use License and the Synchronization License are granted for use in
the Picture upon the express condition that the musical compositions and recordings contained in
the Licensed Masters shall not be used to manufacture, sell, license, or exploit sound records or
otherwise be used apart from the Film. See Paragraph 9.
5. Compensation.
5.1. Provided that the Composer fully performs all services hereunder and is not in
default of this Agreement, the Producer shall pay the Composer, in full consideration for the
Composers services in connection with the Score, a total fee (the Fee) equal to [TOTAL
DOLLAR AMOUNT (WORDS)] ($#s), which shall be payable as follows: (i) [PAYMENT 1
(WORDS)] ($#s) on [DATE OF PAYMENT 1 DELIVERY]; (ii) PAYMENT 2 (WORDS)
($#s) on [DATE OF PAYMENT 2 DELIVERY]; (iii) and the final payment of [FINAL
PAYMENT (WORDS)] ($#s) upon the Composers complete delivery of, and Producers
acceptance of the final Score.
5.2. The Composer expressly acknowledges and agrees that all compensation payable to
the Composer, pursuant to this Agreement, includes full and proper equitable remuneration with
respect to any right (including rental, lending, neighboring, or other similar rights which the
Composer may have with respect to the Score or the Picture) to which the Composer may now
be or hereafter become entitled in connection with the production and/or exploitation of the
Picture. The parties acknowledge and agree that the Fee is all-in and shall be inclusive of all
costs and expenses associated with the composing, producing, recording, orchestrating,
performing, packaging, and delivery of the Score, including, without limitation, all studio,
musician, vocalist, engineering, mixing, and recording costs, equipment rentals and any other
cost that may be incurred in connection with the Composers services hereunder, and subject to
all required withholdings, if any.
6. Independent Contractor
It is agreed that the Composer will perform services hereunder as an independent
contractor and not as an employee of the Producer. The Composer will make, or cause to be
made, when due, all payments to any third party in connection with the services rendered by the
Composer or any third party employed or supervised by the Composer in connection with the
performance of the Composers services hereunder, including, without limitation, any and all
United States (Federal, State, and Local) taxes, residuals, fringes, and any other payments which
may be required by any collective bargaining agreement, and the Composer agrees to indemnify
and hold the Producer harmless with respect to any payments and all costs (including, without

limitation, reasonable attorneys fees) incurred in connection therewith, and to defend, at the
Producers request, all claims pertaining thereto.
7. Credit
Provided that the Composer fully performs all services hereunder and is not in default of
this Agreement, the Composer shall receive credit in the form:
[PREFERRED CREDIT] [NAME]
on screen in the main titles of the Picture (or in the end titles, if no main titles are used or if only
cast and/or production/presentation/film by credits appear in the main titles). The size of the type
of such credit on screen shall be no smaller than the size of type of the credit accorded to the
editor of the Picture. All other aspects of such credit shall be in the Producers sole discretion. No
casual or inadvertent failure by the Producer, and no failure of any third party, to comply with the
credit requirements of this Paragraph 7 shall be deemed a breach of this Agreement.
8. Publishing
8.1. The Music Publisher designated for the Score will be [MUSIC PUBLISHER
NAME (PRO)]. [MUSIC PUBLISHER NAME] will own 50% and the Producer will own the
remaining 50% of all worldwide music publishing rights for the Score, as described herein. The
Producer agrees to specify [COMPOSER NAME (PRO)] as 100% writer and [MUSIC
PUBLISHER NAME (PRO)] as 50% publisher for all music composed by the Composer on
performing rights cue sheets. The Producer agrees to prepare accurate performing rights cue
sheets to file with [PRO] and provide a copy to the Composer no later than 30 days after the
sound mix of the film. The Producer agrees that all music provided by the Composer that is
rejected or not used in the final version of the Film shall remain the property of and 100% owned
by the Composer.
8.2. Notwithstanding the foregoing, Producer shall not be required to pay royalties for
public performances of the compositions embodied in the Score.
9. Soundtrack Album
The Producer shall have the right, but not the obligation, to create soundtrack albums (the
Soundtrack Album(s)) including the Score, and the right to nominate or designate the actual
record label and/or distributor thereof (the Music Company). Should the Producer, in its sole
discretion, choose to use the master recordings embodying the compositions of the Score,
composed and recorded by the Composer hereunder, or any part thereof, on a Soundtrack Album,
the Composer shall be paid a Royalty, based upon one hundred percent (100%) of net paid sales
through normal retail channels and subject to the same reductions applicable to the Producer,
equal to eight percent (8%) of the suggested retail list price (or an equivalent royalty, if the

Producer is paid on the basis of the wholesale price) of the Soundtrack Album, multiplied by a
fraction, the numerator of which shall be the number of master recordings on the Soundtrack
Album recorded by the Composer hereunder, and the denominator of which shall be the total
number of master recordings on the Soundtrack Album. If the Composer, at the Producers
request, produces the master recordings for use on the Soundtrack Album, then the Composer
shall be paid a Producer Royalty at the rate of three percent (3%) of the suggested retail list price
(or an equivalent royalty, if the Producer is paid on the basis of the wholesale price) of the
Soundtrack Album multiplied by a fraction, the numerator of which shall be the number of
master recordings on the Soundtrack Album produced by the Composer hereunder, and the
denominator of which shall be the total number of master recordings on the Soundtrack Album.
Notwithstanding the foregoing, if the royalty payable to the Composer hereunder shall be a
percentage rate based on a wholesale or a published price to distributor rather than the suggested
retail list price, then the royalties payable pursuant to this paragraph shall instead be an
equivalent percentage of the applicable wholesale price or published price to distributor, as
determined pursuant to the terms and provisions of the agreement with the Music Company. The
Producer, in its sole discretion, shall have the right, but no the obligation, to allocate the number
in the numerator based on relative time representation on the Soundtrack Album rather than on
the number of master recordings. The Composers royalties in respect of any Soundtrack Album
shall otherwise be calculated, reduced, adjusted, and paid in the same manner as the Producers
royalties are calculate, reduced, adjusted, and paid, pursuant to the agreement between the
Producer and the Music Company of that Soundtrack Album, and shall be payable only after the
recoupment of all advances and conversion costs of the master recordings at the Composers rate.
The Composers royalty shall be payable prospectively after such recoupment. The Producer
shall use good faith efforts to cause the Music Company of such Soundtrack Album to pay the
Composer directly and to account to the Composer with regard to the Composers royalty on a
basis no less favorable than that provided to the Producer.
10. Representations and Warranties. The Composer hereby represents and warrants as follows:
10.1. The Composer has the full right and authority to enter into this Agreement, to
furnish to the Producer the services of the Composer upon the terms and conditions set forth
herein, and to grant the rights herein granted;
10.2. The Composer is not subject to any obligation or disability, which will or might
prevent or interfere with the full completion and performance of all the obligations and
conditions to be kept and performed hereunder;
10.3. The Composer has not made and will not make any grant, assignment, or agreement
which will conflict or interfere with the rights granted to the Producer hereunder;
10.4. The music, lyrics, and all other results and proceeds of the Composers services
hereunder shall be wholly original to the Composer, in the public domain throughout the world,
or based on material furnished - properly cleared and licensed - to the Composer, by the

Producer, and shall not violate, conflict with, or infringe upon any rights of any person,
corporation, or entity whatsoever, including, without limitation, any copyright, common law, or
statutory right, any right of publication, performance, or any other right in any work, nor shall it
violate any right of publicity, any right against libel, slander, invasion of privacy or similar right
of any person, corporation, or other entity;
10.5. No third party approvals, releases or payments are required to enable the Producer
to freely exercise all of the rights granted herein;
10.6. Artist will indemnify and hold harmless Producer, its employees, associates
(including, but not limited to, any financiers or distributors), advisors, successors, designees,
licensees, and assigns, from any and all claims, demands, suits, losses, costs, expenses (including
reasonable counsel fees), damages or recoveries which may be obtained against, imposed upon
or suffered by Producer, its employees, associates, successors, designees, licensees and assigns,
by reason of Artists breach of any of the representations, warranties or agreements contained
herein.
11. No Authority


The Composer acknowledges and agrees that the Composer has no right or authority to,
and that the Compose will not, enter into agreements for the Producer or on the Producers behalf
whereby the Producer may be required to perform any obligations or to pay any monies or other
considerations, including, without limitation, any agreement for the employment of any person,
corporation or entity or the purchase or rental of any article or material, without the Producers
prior written consent.
12. Suspension/Termination


12.1. In the event of the Composers incapacity (including, without limitation, physical,
or mental disability) or the Composers default (including, without limitation, the Composers
failure, refusal, or neglect to perform any services hereunder), or if there shall be an event of
force majeure (as such term is understood in the motion picture industry), the Producer shall
have the right in its sole discretion to suspend or terminate the Composers services hereunder
and shall, for such period of suspension or upon termination, be released from any further
obligations to the Composer whatsoever. Such right of termination will not arise with respect to
incapacity until the Composers incapacity has continued for three (3) consecutive days or five
(5) days in the aggregate, and with respect to force majeure until such event or events have
continued for four (4) weeks in the aggregate. The Producer may terminate any suspension at any
time in its sole discretion, and the Composer will thereupon resume the Composers services
hereunder. Payment of any sum to the Composer by the Producer during any period of
suspension will not operate as a waiver of any of the Producers rights. The Producer reserves the
right to discharge the Composer at any time for any reason subject only to the obligation, if the
Composer is not in default, to pay the balance of any accrued and unpaid compensation earned as
the date of termination. The expiration or termination of this Agreement will in no event affect or

impair the Master Use and Synchronization Licenses for whatever part(s) of the Score exist at
the time of termination.


12.2. Time is of the essence with regard to the delivery of the completed Score, and in
that regard, should the Composer fail to deliver the Score on or before the delivery date
designated by the Producer, or if it appears to the Producer, in its sole discretion, that the
Composer will be unable or unwilling to complete the composing and recording of the Score on
or before said delivery date for any reason, the Producer shall, in addition to any of its other
rights and remedies, have the right to terminate this Agreement immediately, and the Producer
shall thereupon be released from all of its obligations to the Composer hereunder.
13. No Obligation


The Producer shall not be obligated to cause or allow the Composer to perform any
services hereunder, to actually utilize any of the results or proceeds of the Composers services,
to include any or all of the Score in the Picture, or to produce, release, or continue the
distribution of the Picture. The Producer may use, in the Picture and otherwise, musical and other
works of other artists either in lieu of or in addition to the Score.
14. AFM [OPTIONAL]


This Agreement and the work performed pursuant hereto shall not be subject to the
jurisdiction of the American Federation of Musicians and no additional payments, royalties, or
consents of any party (including, without limitation, to or of any producer or musician) are
required in connection with the Producers use of any of the rights granted herein.
15. Equitable Remedies


The Composers rights and remedies in the event of any breach of this Agreement by the
Producer will be limited to the right, if any, to recover money damages in an action at law, and in
no event will the Composer be entitled by reason of any such breach to terminate this Agreement
or to seek injuctive relief to enjoin or restrain the production, distribution, exhibition,
advertising, or any other means of exploitation of the Picture or any subsidiary or ancillary rights
in connection therewith.
16. Assignment


The Producer shall have the right to transfer or assign its rights and/or obligations
pursuant to this Agreement to any other person, corporation, or entity, and shall be relieved of its
obligations to the Composer hereunder to the extent such person, corporation, or entity assumes
the Producers obligations pursuant to this Agreement. The Composer shall retain the right to
transfer or assign the rights and obligations of the Score - and to renew or withdraw the Master
Use and Sync Licenses - in this event, pursuant to this Agreement.

17. Notices


All notices to the parties will be in the writing and sent to the addresses noted above. A
copy of all notices to the Producer will be sent to [LEGAL REPRESENTATIVE] [LEGAL
ADDRESS] [CITY, STATE, ZIP]. Notices will be deemed received seven (7) days after they
have been sent.
18. Governing Law.


This Agreement will be construed in accordance with the laws of the State of [YOUR
STATE] applicable to agreements made in that State.
19. Entire Agreement.


This Agreement sets forth the entire understanding of the parties regarding its subject
matter and may not be amended except by a written instrument signed by the parties.
This Agreement constitutes a binding agreement between the undersigned parties.


[PRODUCER NAME] (Producer)
By:____________________________________



Authorized Representative

______________________________




Date

[COMPOSER NAME] / [MUSIC PUBLISHER NAME](Composer/Music Publisher)

By:_____________________________________






[COMPOSER NAME]

______________________________




Date