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COMPOSER AGREEMENT

FESTIVAL USE ONLY

This "Agreement" entered into as of this _____ day of _______ 20 , between ___________________ ("Company") located at:____________________________________________________________________________ and ________________________ ("Artist"), located at:____________________________________________________________________________

The parties hereby agree as follows:
1) Services
Artist shall prepare a musical composition for Company. Artist shall perform other reasonable duties as customarily performed and attributed to artists for the composition of music for a film Company intends to use the composition in a motion picture with the working title ____________.

2) Term
The "Term" shall commence on the last signature under the Execution section of the Agreement and shall continue until completion of all services as required under the Agreement.

3) Compensation
a) Artist shall be compensated a flat fee in the amount of $________, $________ to be paid upon execution of the Agreement, and the remainder to be paid upon completion of the final composition by Artist and approval by Company. In addition to the aforementioned flat fee, Artist shall receive _____% of net profits earned by the film.

4) License:

a) Artist grants to Company the non-exclusive limited right and license to perform publicly, either for profit or non-profit, and to authorize others so to perform the Recording only in the Film, promotional materials and trailers thereof, and such use is limited to Film Festivals and Film Markets held through out the universe in perpetuity in any media now known or hereinafter devised.

b) Film Festival and Film Market are defined as any gathering of film makers, including but not limited to; production companies and independent film makers, for the purpose of promoting their film(s) for purchase and/or distribution of the film by a larger production company, studio or distribution company.

c) Company agrees not to manufacture or distribute sound recordings (including soundtrack albums, promotional CD's or any and all methods of sound recording) separately from actual positive prints of the Film and directly integrated media.

6) Expenses
a) If Artist incurs expenses as a result of necessary activities associated with services for Company required for fulfillment of services, Company agrees, in addition to other monies paid to Artist, to provide Artist reimbursement for all reasonable expenses incurred by Artist, presented to Company with supporting documentation within 60 days of incurring the expense.
b) All travel arrangements shall require prior written consent from an authorized agent of Company.

7) Exclusivity:
a) Artist's services will be rendered on a non-exclusive basis as when and where required by Company.

8) Publicity
a) Any publicity, paid advertisements, press notices or other information with respect to the Film will be under the sole control of Company. Therefore, Artist, his/her agents or representatives, or any of them, will not issue or consent to and/or authorize any person or entity to release such information without the express prior written approval of Company. Any violation of this paragraph shall be considered a material breach of this agreement.
b) Artist hereby grants Company the right during the Term of this Agreement, to issue and authorize publicity, paid advertisements, press notices and other information concerning Artist.

9) Name and Likeness
Artist hereby grants to Company the perpetual right to use, and license others to use, Artist's name, approved likeness, biography, vo ice and other sound effects in connection with the rights granted by Artist hereunder, the Film based upon or utilizing Artist's services or musical compositions hereunder and/or in connection with any exploitation or publicizing of such services, compositions or Film.

10) Rights
a) Artist acknowledges that all or any portion of Artist's services, musical compositions, procedures, ideas and performance, of every kind rendered pursuant to this Agreement ("Work"), and the results, and proceeds thereof, includ ing Artist's appearance hereunder as well as each and every work or procedure that Artist shall write, perform, conceive or compose during the Term of this Agreement in the performance of services in connection with the Film, shall from the moment of creation constitute works made for hire for Company as defined in sections 101 and 201 of the copyright Act of 1976, Title 17, United States Code, including without limitation, Work specifically commissioned by Company for use as part of an audiovisual work and/or supplementary work. Company shall have the sole and absolute right to copyright the Work as copyright author and proprietor thereof and to obtain renewals of such copyright and other such protection, as Company may deem necessary. To the extent, if any, Artist retains any interest in the Work and/or Film, and except as expressly set forth in this Agreement Artist hereby irrevocably grants, assigns and transfers to Company, free and clear of any and all claims for royalties or other compensation except as expressly set forth herein, all rights including all copyrights, with respect to the Work and/or Film, exclusively and perpetually, throughout the universe, in any and all media, now or hereafter known.
b) Company shall have the right, but not the duty, to use, adapt and change the Work or any part thereof, and to combine the same with other work of Artist's or others, and to vend, copy, publish, reproduce, record, transmit, telecast by radio, film or television, perform, photograph with or without sound, and to communicate the same by any means now known or hereafter devised, either publicly or otherwise, and for profit, or otherwise, throughout the world in perpetuity.

11) Limitations on Authority
Artist shall not employ any person to serve in any capacity, or contract for the purchase or renting of any article or material, nor make any agreement committing Company to pay any sum of money for any reason whatsoever in connection with Artist's services hereunder, or otherwise, without the express prior written consent of a duly authorized officer of Company.

12) Relationship of Parties
The parties hereto are entering into this Agreement as independent contractors, and no partnership or joint venture or other association shall be deemed created by this Agreement.

13) Screen Credit
a) Artist shall receive credit as Artist substantially as follows: "Artist" or "Composed by" or "Musical Score by" in the opening and closing credits. Size, type, style, placement and duration shall be determined by Company.
b) Artist and shall be given the above credits only in the event that the Film is produced and in the event of any inadvertent error with either credit, Artist is not entitled to any injunctive relief.

14) Artistic Control
Company maintains all artistic control over the Film throughout the entire course of the production.

15) Representations and Warranties
a) Artist hereby warrants and represents that he/she will not violate any law, regulation or contractual obligation by entering into this Agreement, and that he/she is free to enter into this Agreement, is not subject to any obligation or disability and has not made or will not make any grant or assignment which can, will or reasonably might prevent or materially interfere with the full performance of his/her exclusive obligations hereunder.
b) Artist warrants and represents that all Compositions written or composed by Artist hereunder shall be Artist's original work. Artist further warrants and represents that to the best of Artist's knowledge after diligent investigation, such Composition(s), and Company's use thereof, shall not infringe upon or violate the right of privacy of, or constitute a libel or slander against, or violate any common law rights or any other rights of any person or entity.
a) Artist hereby agrees to indemnify and hold harmless Company, it's successors, transferees, assignees and licensees, and the respective agents from and against any and all damages, costs, expenses, liabilities, claims and causes of action in any way arising by reason of the breach by Artist of any warranty or representation hereunder or any other provision in this Agreement, including, without limitation, reasonable outside attorneys fees and costs in the defense and disposition of such matters, and any claim for any compensation by Artist.
b) Company shall defend and indemnify Artist from and against all judgments, damages, costs and expenses, including reasonable outside attorneys fees and court costs, arising out of material assigned and/or supplied to Artist by Company, material altered or added by Company, and/or Company's development, production, distribution or exploitation of any film produced hereunder.

17) Remedies
a) Artist's services to be furnished and the rights herein granted to Company are of a unique character of such value that the loss of these services could not adequately be compensated in damages in an action at law, and a breach by Artist of any material provision hereunder will cause irreparable injury. Artist, therefore, expressly agrees that Company shall be entitled to seek equitable relief by way of a temporary restraining order, preliminary or permanent injunction or otherwise to prevent the breach of this Agreement and to secure its enforcement.
b) The sole right of Artist as to any breach or alleged breach by Company shall be the recovery of money damages, and the rights herein granted by Artist shall not terminate by reason of such breach or alleged breach.

18) Termination for Cause
Company shall have the right to terminate this Agreement and Artist's services if, Company in good faith belief, based on the facts then available to Company, Artist has engaged in any of the following conduct a) fraud, misappropriation or embezzlement of funds; b) willful disregard of instructions, applicable company policies, regulations or procedures of which Artist was or should have been aware; or c) gross misconduct. Termination under this provision shall be effective immediately upon receipt of notice by Artist.

19) Incapacity
If Artist suffers incapacity, Company may suspend Artist's services during the duration of such incapacity and be relieved of its obligations to pay Artist for each day Artist is under such incapacity. "Incapacity" as used herein, shall include, without limitation, and physical or mental disability rendering Artist unable to perform any or all of Artist's obligations hereunder. This Agreement shall automatically terminate in the event of Artist's death and Company may terminate this Agreement in the event Artist's incapacity extends beyond fourteen (14) consecutive days or three (3) weeks in the aggregate during the Term of this Agreement.
a) If Artist refuses or neglects to perform any of Artist's obligations hereunder to the best of his ability, for any reason other than incapacity, Artist shall be in "default" of this Agreement. If Artist refuses or states that Artist will refuse to comply with any of his obligations hereunder, such refusal or statement may be treated by Company as an immediate default, regardless if the time for performance of such obligation or obligations has arrived.
b) Company may suspend this Agreement as to compensation while such default continues and during the week after Artist serves a written notice upon Company stating that they are ready willing and able to resume full performance. Company may terminate this Agreement immediately at any time during the period Artist is in default or within a reasonable time thereafter. Company's obligations or guarantees to pay Artist for Artist's services shall be reduced by the number of days affected by such default.

21) Force Majeure
a) "Force majeure events" include, without limitation, the passage and/or enforcement of a statute, law, ordinance, regulation, order, judgment, or decree, whether legislative, executive, or judicial and whether or not valid; an act of God including, without limitation, earthquake, flood, or fire; epidemic; accident; explosion; casualty; lock-out, boycott or other labor controversy; riot; civil disturbance; war or armed conflict; invasion; occupation; intervention of military forces; an act of a public enemy; embargo; delay of a common carrier; changed economic conditions; inability without fault on Company's part to obtain sufficient material, labor, transportation, power or other essential commodity required in the course of production of the film; and any events beyond Company's control which restricts, prevents or in Company's good faith opinion materially interferes with the orderly or economically efficient production or distribution of the film, or which otherwise adversely affect a substantial part of Company's business.
b) If, during the time Artist is obligated to furnish Artist's services to Company hereunder, Company is, by reason of "force majeure event(s)", restricted in or prevented from producing the film and/or in using Artist's services, Company may suspend this Agreement as to services and compensation while such event(s) continue. Company may also elect, from time to time during the continuance of such for majeure event(s) or within a reasonable time thereafter, to continue such suspension or to terminate this Agreement. Such suspensions may occur more than once during any force majeure event. At Company's election, Company's obligations or guarantees to pay Artist may be reduced by the number of days affected by such force majeure event(s).
c) In the event any force majeure suspension hereunder extends beyond sixty (60) consecutive days, Artist may terminate this Agreement upon one (1) week prior written notice to Company, however, Company shall have the right to retain Artist's services herein if Company restores Artist's compensation for the period commencing within one (1) week notice period.
Company does not represent or warrant any obligation to make Film, release Film or use services of Artist.

23) Assignability
This Agreement is exclusive to the services of Artist hereunder and not assignable for the personal services of Artist to anyone else.

24) No Authority to Bind
Artist has no authority to bind Company in any third party agreements or any other agreements unless a prior agreement has been made with Company in writing.

25) Additional Provisions
a) Voluntary Agreement: Artist represents and warrants that he/she has entered into this Agreement freely and voluntarily without any duress, coercion or undue influence.
b) Choice of Law and Submission to Jurisdiction: This Agreement shall be governed by applicable federal law and by the laws of _____________, _____________. Artist and Company hereby submit and consent to the jurisdiction of the state and federal courts located in _________________ and stipulate that such courts are convenient for the resolution of any disputes relating to this Agreement or the formation, interpretation or breach hereof.
c) Paragraph Headings: Paragraph headings contained in this Agreement are for convenience and shall not be considered for any purpose in construing this Agreement.
d) Notices: Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or seven (7) days after being sent by first-class registered or certified mail, return receipt requested, to the party for which intended at its or his or her address set forth in this Agreement or to such other address as either party may hereafter specify by similar notice to the other. If the date for the exercise of an option or a date on which a notice must be received falls on a weekend or a legal holiday, the date shall be deemed extended through the close of the next business day thereafter.
e) Ambiguities: This Agreement shall be deemed to have been drafted by all the parties hereto, since all parties had the opportunity to review and agree thereto and no ambiguity shall be resolved against any party by virtue of its participation in drafting of this Agreement.
f) Attorneys or Agents Fees: The fees, expenses and commissions of any attorney, accountant, agent or manager employed, retained or consulted by Artist shall be borne solely by Artist.
g) Agreement Copies: This Agreement may be manufactured, or executed in as many copies or counterparts and are all one in the same Agreement and are executed.

26) Entire Agreement
a) This Agreement cancels and supersedes all prior negotiations and understandings between Company, and Artist relating hereto. No officer, employee or representative of Company has any authority or make any representation or promise not contained in this Agreement and Artist expressly represents and warrants that Artist has not executed this Agreement in reliance on any such representation or promise.
b) Should any provision of this agreement be invalidated for any reason, such invalidation shall have no effect on the remainder of the Agreement and the Agreement shall remain in full force and effect.

27) Agreement must be Signed
This Agreement is not valid or binding unless and until in writing signed by a duly authorized officer of Company. No amendment, modification, extension, release, discharge or waiver of this Agreement, or of any provision hereof, shall be valid or binding unless in writing signed, in the case of Company, by a duly authorized officer of Company, or in the case of Artist, by Artist. No oral agreement shall be binding on Company unless and until reduced to writing and signed by a duly authorized officer of Company.

28) Commencement of Agreement
This Agreement shall commence upon the date of execution, and all parties intend to be bound throughout the Term of the Agreement.
Signed:___________________ Date:___________________

Signed:___________________ Date:___________________