bpb - blank contract-license

8/20/2019 Bpb - Blank Contract-license

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[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 Composer’s

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 shallinclude 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 Composer’s 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 Composer’s services will continue until the Producer’s 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 Composer’s 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 Composer’s 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


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during the Composer’s 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 Producer’s approval, and, upon the Producer’s 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 productsand 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, conductor’s score, instrumental and vocal parts, recordings, and other

music prepared by the Composer, or under the Composer’s supervision hereunder, and in the

Composer’s possession or under the Composer’s 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 Composer’s servicesrendered 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


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Composer’s 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 Composer’s 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 recordingsembodying 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 thePicture. 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 thePicture 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


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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 inthe 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

Composer’s 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 Composer’s complete delivery of, and Producer’s

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 thePicture. 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 Composer’s 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 Composer’s 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


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limitation, reasonable attorney’s fees) incurred in connection therewith, and to defend, at the

Producer’s request, all claims pertaining thereto.

7. Credit

Provided that the Composer fully performs all services hereunder and is not in default ofthis 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 Producer’s 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 thesound 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


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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 Producer’s

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 numberin the numerator based on relative time representation on the Soundtrack Album rather than on

the number of master recordings. The Composer’s royalties in respect of any Soundtrack Album

shall otherwise be calculated, reduced, adjusted, and paid in the same manner as the Producer’s

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 Composer’s rate.

The Composer’s 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 Composer’s 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 Composer’s 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


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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 Artist’s 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 Producer’s 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 Producer’s

prior written consent.

12. Suspension/Termination

12.1. In the event of the Composer’s incapacity (including, without limitation, physical,

or mental disability) or the Composer’s default (including, without limitation, the Composer’s

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 Composer’s 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 Composer’s 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 anytime in its sole discretion, and the Composer will thereupon resume the Composer’s 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 Producer’s 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


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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 theComposer 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 Composer’s 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 otherworks 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 Producer’s use of any of the rights granted herein.

15. Equitable Remedies

The Composer’s 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 itsobligations to the Composer hereunder to the extent such person, corporation, or entity assumes

the Producer’s 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.


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17. Notices

All notices to the parties will be in the writing and sent to the addresses noted above. Acopy 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

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