AUDIO DEVELOPMENT AGREEMENT
This Audio Development Agreement is made and entered into by
____________________ (“Composer”)
And
___________________________________ (“Company”).
WHEREAS, Company desires to retain Composer to develop and deliver to Company the audio known as musical score (the “Composition”) for (the “PURPOSE”); and
WHEREAS, Composer desires to develop the Composition on the terms and conditions set forth herein.
NOW THEREFORE, The parties hereto do hereby mutually agree as follows:
- COMPLETION DATE; DEVELOPMENT:
Composer agrees to use diligent good faith efforts to develop the Composition according to the [date]. Composer acknowledges that time is of the essence of this Agreement and that Composer’s best efforts must be utilized to complete the development of Company’s PURPOSE. Composer agrees to be readily available for all reasonably requested revisions to the Composition. Composer shall develop the Composition in accordance with the information, materials or other instructions provided by Company. Company acknowledges that Composer can only achieve timely performance of the matters required by Composer if Company timely delivers to Composer appropriate information and guidance. Company shall not attempt to declare Composer to be in default of this Agreement for delays caused by Company’s inability to deliver information/guidance to Composer in a timely manner.
- COMPENSATION:
As compensation for the Composition, Company shall pay Composer the fees [amount]. Composer acknowledges that this payment by Company represents the complete and entire obligation owed to Composer or any other party, either by Company or any other third party, for the Composition to be provided by Composer under this Agreement. If Composer uses any third parties in providing the Composition not specifically authorized and required by Company, Composer shall be responsible for the additional costs.
- RIGHTS:
All results and the proceeds of Composer’s work hereunder including without limitation, the Composition and any revisions, amendments, modifications, translations, alterations and enhancements and sequels thereto, and derivative works therefrom, whether produced by Composer, or a third party and regardless of form, including without limitation, mechanical, code or written, and all materials produced by Composer in fulfillment of its obligations hereunder, including but not limited to reports, memoranda, drawings, documentation and models, shall be deemed to be a work made for hire for Company. However, where sounds or “demo” songs are rejected by Company and not made a part of the Composition, such rejected sounds or demo songs shall remain the property of Composer. Without limiting the foregoing, Composer hereby assigns all right, title and interest in and to the Composition and all of the foregoing furnished to Company hereunder, whether copyrighted or not. Composer shall assist Company and it’s nominees in every proper way to secure, maintain and defend for Company’s own benefit copyrights, extensions and renewals thereof on any and all such materials. The Composition shall be used in connection with all video PURPOSE systems including [wherever it can be played], now in existence or hereafter created or developed (collectively the “Uses”.
- CONFIDENTIALITY: Composer acknowledges and agrees that any information which it may receive from Company, will be proprietary information of Company. Composer agrees, both during and after the term of this Agreement, to hold in confidence all Proprietary Information of Company and to prevent the unauthorized copying, use and/or disclosure of Company’s Proprietary Information. Composer will place or cause to be placed on the Composition or any portion thereof any intellectual property right notices as requested by Company.
- CREDIT: Company shall request that Composer receive credits within manual documentation, print ads and on screen, it being understood that the publisher shall have the absolute discretion in such credit determination. The form, style, size, placement and nature of any screen credit provided for herein shall be determined by Company (or its assignee, publisher, or licensee) in its sole discretion. Any unintentional and/or inadvertent failure to give screen credit as above provided, whether because of lack of broadcast time or otherwise, shall not be a breach of this agreement.
- NAME AND LIKENESS: Subject to Composers approval, which will not be unreasonably withheld, Company shall have the right and may grant to others the right to use, disseminate, reproduce, print and publish Composer’s name, likeness, voice and biographical material concerning Composer as news or informative matter and in connection with advertising and for purposes of trade in connection with any motion picture or television program in which the Composition is used, and/or in connection with any other uses of the Composition. Composer hereby pre-approves the use of his name, likeness, voice and biographical material in and on packaging for the PURPOSE. The rights granted herein shall not include the right to use or to grant to others the right to use Composer’s name, voice, likeness and biographical material in any direct endorsement of any product or service without Composer’s written consent.
- AWARDS: Company shall retain all awards won by the Composition. Company will use its best efforts to obtain a duplicate of any award won by the Composition to furnish the Composer.
- COMPOSER’S WARRANTIES AND INDEMNIFICATIONS:
- Composer represents and warrants to Company that: (i) Composer possesses full power and authority to enter into this Agreement and to carry out its obligations hereunder; (ii) with respect to the Composition which Composer will deliver to Company in performance of this Agreement, Composer warrants that it has the right to make and disclose thereof without liability to any third party; (iii) Composer has not sold, assigned, leased, licensed or in any other way disposed of or encumbered the Composition in whole or in part to any party other than Company; (iv) the Composition is new and original and capable of copyright: (v) neither the Composition, nor any portion thereof, shall infringe upon or violate any right of privacy or publicity or any patent, copyright, trademark, trade secret, or other proprietary right of any third party; (vi) the performance of the terms of this Agreement and the performance of Composer’s duties hereunder will not breach any separate agreement by which Composer is bound, or violate or infringe any rights of any third party, and so long as this Agreement remains in effect, Composer shall not commit any act or enter into any agreement or understanding with any third party which is inconsistent or in conflict with this Agreement; (vii) there are no, and there will not be, any liens, claims or encumbrances against the Composition which would derogate from or be inconsistent with any of Company’s proprietary rights with respect thereto; (viii) Composer represents and warrants that it is, and at all times during the term of this Agreement will be the holder of all consents necessary for it to perform its obligations hereunder; and (ix) there is presently no litigation or other claim, pending or threatening, nor a fact which may be the basis of any claim against the Composition, and Composer has not taken any action or failed to take any action which would interfere with the rights of Company under this Agreement.
- The representations, warranties and indemnification rights set forth in the Agreement shall survive execution of this Agreement, the performance of the obligation of Composer hereunder, and cancellation or termination of this Agreement.
- TERMINATION: Company shall have the right to terminate Composer for cause, provided Company compensates Composer in full for all Compositions completed and accepted as of the date of termination. Composer shall have the right to terminate this Agreement for cause. For purposes of this Agreement, cause shall mean a material misrepresentation or a material breach of this Agreement.
- GENERAL:
(a) This Agreement shall be governed and interpreted in accordance with the substantive laws of Indian territory.
(b) Composer shall be deemed to have the status of an independent contractor, and nothing in this Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint venturers. Composer shall be responsible for any withholding taxes, payroll taxes, disability insurance payments, unemployment taxes, and other similar taxes or charges on the payments received by Composer hereunder. Company shall have no responsibility or liability of any kind to any subcontractors providing services to or for the benefit of Composer.
(c) This Agreement and the rights it creates may be assigned by Company, but not by Composer, except that, with the prior written consent of Company, Composer may assign this Agreement, in whole or in part, and the rights it creates to Composer or any corporation in which Composer is the sole shareholder. This agreement shall be binding on the parties and their respective successors and assignees, and all subsequent owners or licensees of the corporation.
(d) Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions hereof shall not be affected and shall continue in effect as though such unenforceable provisions have been deleted herefrom.
(e) This Agreement, including the Exhibits hereto, sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties hereto concerning the subject matter hereof.
(f) This Agreement may be executed in counterparts, but shall not be binding upon the parties until it has been signed by both parties.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date set forth below.
“COMPOSER”
By:
Title:
“COMPANY”
By:
Title:
