[PRODUCTION COMPANY NAME] [PRODUCTION COMPANY ADDRESS]

Dated as of _____ __, 2015

[NAME OF COMPOSER] [COMPOSER ADDRESS] Re: [TITLE OF FILM]/Composer Agreement Dear ____________:

This letter, when executed by you and [PRODUCTION COMPANY NAME] (referred to as Company or us), will set forth the material terms of the agreement between you and us relating to your creation and delivery to us of musical score for the motion picture tentatively titled [TITLE OF PICTURE] (the Picture). All of Company's obligations herein are expressly conditioned upon Companys receipt of fully executed copies of this Agreement and the Certificate of Authorship attached hereto and incorporated herein. 1. Services. You will compose, conduct, perform, record, arrange, produce, and mix the score (hereinafter, the Compositions or the Score) for the Picture in accordance with the schedule set forth below. Company hereby engages the services of Composer to write, compose, arrange, adapt, interpolate, orchestrate and conduct the recording of the Score for the Picture and to supervise the music editing, dubbing and so-called sweetening of the recording of the entire Score and to deliver a fully recorded and edited digital audio file or DAT or such form as Company requires for all original and duplicate master recordings embodying the Score (the Master or the Masters) all for and as directed by Company. The Master shall be suitable for synchronization with the Picture and with audio-visual discs, cassettes and other audio-visual devices embodying the Picture or substantially all of the Picture (AV devices) and, upon Company's request, for manufacture of audio products embodying the Score, upon and subject to the terms and conditions herein set forth. Without limiting the generality of the foregoing, but subject to the specific terms of this Agreement, Composer shall perform all services or duties customarily performed in the motion picture industry by a composer, scorer, conductor, arranger and adapter with respect to the Picture. Company shall have the right to require Composer to make such reasonable changes, modifications or additions to the Score, and to any and all musical compositions, production numbers, or special material composed by Composer hereunder as may be reasonably required by Company. In this agreement, the composer is not only responsible for writing the score, she must deliver the recording of the music. 2. Term of Engagement: The term of Composers engagement (Term) hereof shall commence upon the date set forth above and shall continue until complete and satisfactory delivery of the Score. Composer shall deliver the Master in accordance with a schedule to be provided by Company and, subject to the terms herein, perform any re-writes, if any, requested by Company until a Score commercially and technically satisfactory to Company shall have been delivered. This provision is very favorable to the filmmaker. It would allow him to order the composer to make an

unlimited number of changes. An alternative is to limit the filmmaker to demand the composer make one round of changes with a payment schedule for additional changes. Also, see the next contract and the comments for Paragraph 3 for another alternative for the composer. 3. Compensation. In full and complete consideration for Composer's full and faithful performance of all services hereunder and for all rights granted to Company hereunder (including, without limitation, all right, title and interest in and to the results and proceeds of Composer's services rendered hereunder), provided Composer is not in material breach hereof and subject to Company's rights of suspension and/or termination in the event of force majeure, disability or default, Composer shall be entitled to be paid an all-in fee of ___________ Thousand Dollars ($___,000), payable in the following manner: (i) _______________ Thousand Dollars ($__, 000) upon signature of this Agreement by Composer and commencement of Composers services; and (ii) ______________ Thousand Dollars ($___, 000) promptly following the satisfactory delivery of the Score as set forth herein.(Notwithstanding the foregoing, no synchronization fees, royalties or other consideration (excluding only mechanical royalties and any public performance fees, if applicable) shall be payable to Composer for the use of the Score, Master or the Compositions (collectively the Work), or any part thereof in the Picture or in connection with any advertising, publicizing or exploitation thereof, regardless of the method, media or types of devices utilized for the exhibition or exploitation thereof. As confirmed in the next paragraph, this agreement is all-in meaning (i) the composer is responsible for any expenses such as studio time and musicians fees; and (ii) the composer will make no more money than the fees in Paragraph 4 except for the writers share of public performance royalties and use of some excerpts of the score in an album. 4. Recording Costs. You will be responsible for all recording costs incurred in connection with the Score and your services hereunder. You agree that you will be solely responsible for, and warrant that you pay, all such recording costs, even in the event such costs exceed the compensation payable to you pursuant to paragraph 4 above. The composer must be careful not to accept a fee that is not adequate to compensate her for her time plus paying for recording costs. 5. Ownership. Subject to the terms and conditions hereof, you hereby acknowledge and confirm that we shall own all right, title and interest in and to the Compositions of the Score (including, without limitation, the worldwide copyrights therein including any extensions and/or renewals thereof) and your performances thereon, throughout the universe and in perpetuity, and that we shall have the right to secure registration of copyright in the Score and the Masters (i.e., the individual master recordings comprising said Score) and the individual compositions comprising the Score (the Compositions) and your performances thereon in our name, pursuant to the United States copyright laws, as "work made for hire." We shall have the exclusive right, insofar as you are concerned, to use and to authorize others to use the Score and any and all portions thereof throughout the world or any part thereof in any manner we see fit, and to refrain from any or all of the foregoing. If for any reason the results and proceeds of your services hereunder are not deemed to be a work made for hire, you shall and hereby do assign such results and proceeds and all rights therein and thereto to us, for use in any and all media (whether now known or hereafter devised), throughout the world, irrevocably and in perpetuity. The payments made by Company or its assignees under this Agreement are deemed to include sufficient remuneration for all so-called rental and lending rights pursuant to any directive, enabling or

implementing legislation, laws and regulations enacted by any nation throughout the world, including the member nations of the European Union. You hereby waive all rights of Droit Moral or Moral Rights of Authors or any similar rights or principles of law which you may now or later have in the Work. This is the work for hire clause that we discussed in the Introduction. If the composer cannot get a license deal instead, in which he gets to keep his copyright in the music, he can at least try to get more money for giving up his rights in the music. 6. Credit. Provided you fulfill your material obligations hereunder and further provided that the majority of the total background musical score embodied in the Picture as released in the United States consists of the Score, we will accord you the following credit: Original Music by [NAME OF COMPOSER]. The foregoing credit shall appear in the main credit roll in the Movie. All other aspects of such credit, including size and placement, shall be determined by Licensee.

Credit is often a highly negotiated provision. But in this agreement, the obligation to provide any credit at all only applies if the total background music in the movie consists of the score. If another composer is brought in to contribute even incidental passages of music, the filmmaker is not obligated to credit the composer. Composers should seek a credit provision more like the one in Paragraph 12 of the next agreement.

7. Soundtrack Album.

(a) Should Company enter into an agreement with a record distributor (Distributor) for the exploitation of the soundtrack album (Soundtrack Album), if any, and should the Soundtrack Album or any audio product embody any of the Score as performed by and/or conducted by Composer and/or the Compositions, then Company shall negotiate in good faith with Composer for a royalty with respect to such audio products manufactured and sold hereunder. Any Artists royalty (as such term is customarily known in the music industry) payable to Composer for use of Composers recorded performance of any composition on the soundtrack album for the Picture shall be computed, reduced and determined in a no less favorable manner as Companys basic royalty under its agreement with any recording company.

As indicated in the Introduction, instead of the composer agreement going into extensive detail in calculating how a composer shall be compensated for the use of his or her music and recorded performances on the soundtrack album, the parties agree to negotiate such terms in good faith at a later time if and when the possibility of a soundtrack album is more certain, such as when a distributor agrees to commercially release the movie.

(b) The parties acknowledge and agree that Composer shall have the right to include selections from the Score 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 the motion picture feature [TITLE OF PICTURE]." Although this is generally a pro-producer form, this provision is a big concession to the composer because, under a work for hire agreement, the composer generally has no rights in the music after delivering it to the producer. 8. Publishing. You acknowledge that we will be the sole owner of all right, title and interest to the Compositions, including (a) the worldwide copyrights therein and any renewals or extensions thereof, and

(b) the sole, exclusive, perpetual worldwide rights of administration, exploitation and promotion associated therewith. Nothing in this agreement shall limit Composers right to receive Composers performing rights income derived from the exploitation of the Score, whether in whole or in part. Composer shall be entitled to receive the writers share in and to the Compositions. As discussed in the Introduction, this is the one form of income, aside from the inclusion of some of the music in a composers own album, that the composer is entitled to under a work for hire agreement. 9. Use of Name, Likeness, Etc.: Company may use, and permit others to use, Composers name, likeness, voice and biographical material 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. 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. 10. Music Cue Sheets: The music cue sheets for the Picture shall be filed with the proper performance rights societies by Company accurately reflecting Composer's ownership of all Compositions. The cue sheets shall be prepared in consultation with Composer, and Company shall promptly provide Composer with a copy upon its availability. Company will be responsible for submitting cue sheets to distributors (including non-US) and to broadcasters. The composer should make sure the producer complies with this provision and files a proper cue sheet before the release of the movie on television or on Internet VOD. 11. No Obligation to Exploit: Company or its assigns shall not be obligated or required to print, publish, promote or otherwise exploit the Work or the Picture, or any part of them, in any manner or to exercise any of the rights granted to Company or its assigns hereunder. 12. Notices: All notices which either party is required or may desire to serve hereunder shall be in writing and shall be served to the addresses specified herein. A courtesy copy of such notices shall be sent to: ____________, Esq., ______________________; Tel: (_____) _____-______; E-Mail:_______________. 13. Federal Communications Act: Reference is made to Section 507 of the Federal Communications Act which makes it a criminal offense for any person in connection with the production or preparation of a picture or program intended for broadcasting to accept or pay, or agree to accept or pay, money, service or other valuable consideration for the inclusion of any matter or thing as a part of such picture or program, without disclosing the same to Company thereof prior to the telecast of such picture or program. Composer warrants and agrees that Composer has not and will not accept or pay any money, service, or other valuable consideration for the inclusion of any plug, reference, product identification, or other matter in any material prepared or performed by Composer hereunder. 14. Independent Contractor: Composer warrants that he or she is an independent contractor and is not an employee of Company. As an independent contractor, Composer is responsible and liable for any income tax, unemployment insurance, FICA (Social Security), or any other payment normally associated with an employee relationship. 15. Assignment: Company shall have the right to assign this Agreement at any time to any person or entity. Neither this Agreement nor any rights hereunder are assignable by Composer at any time to any person or entity. This Agreement inures to the benefit of Companys successors, assigns, licensees, grantees, and associated, affiliated and subsidiary companies.

16. Additional Covenants of Composer: Composer agrees that Composer shall:

(a) Not disclose to any party information relating to the subject matter of this Agreement or to the activities of Company with respect to the Picture or otherwise except: (i) to Composers financial and legal advisors; and (ii) regarding any incidental and non-derogatory references by Composer to third parties concerning Composers Score in connection with the Picture.

(b) Not incur any liability or expense on Companys account without Companys prior written approval (except as otherwise stated herein), and if such approval is given, Composer will provide Company with any information necessary to satisfy such obligation, including copies of any necessary agreements.

17. Governing Law; Dispute Resolution: This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the State of New York. Any dispute or controversy arising under this Agreement (including, without limitation, the validity and enforce ability of this Agreement) shall be subject to arbitration in the State of New York in accordance with the Rules of the American Arbitration Association as decided by One (1) arbiter mutually approved by the parties and whose decision shall be binding, final and non-appealable and may be entered in a court of competent jurisdiction. The prevailing party shall be entitled to reasonable outside attorneys' fees and costs. For the purpose of enforcing such arbitrators decision, any action arising out of or relating to this Agreement and its enforcement will have jurisdiction and venue in a state or federal court situated within the State of New York, and the parties consent and submit themselves to the personal jurisdiction of said courts for all such purposes. 18. Remedies: 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. 19. DVD/Blu-Ray and Soundtrack Album: Provided that Composer has rendered services as stated herein and Composer is not in breach of any material term stated herein, Company shall provide Composer with one (1) DVD or Blu-Ray copy and (1) soundtrack album CD (if and when available) of the Picture in its completed form which shall be used by Composer solely for private, non-commercial or resume reel use. 20. Entire Agreement; Modifications: This instrument constitutes the entire agreement of the parties hereto relating to the subject matter specified herein. This Agreement can be modified or terminated only by a written instrument executed by both Composer and Company or Companys successors and assigns. The parties acknowledge and agree that signatures may be by hand, facsimile, electronic or optically scanned (e.g., pdf) and any of these methods shall be deemed as binding on the parties. 21. Miscellaneous. You warrant and represent that neither the Score, the Masters or the Compositions shall infringe the rights of any third party, and that you are not under any disability, restriction or prohibition, whether contractual or otherwise, with respect to the performance of your services hereunder. Without limiting the foregoing, you specifically warrant and represent that (a) you have the full right, power, and authority to enter into this agreement, (b) you have obtained all requisite rights, clearances and permission to enter into this agreement from all applicable third parties, including, without limitation, [record company], [publishing company], and each of their respective affiliates, and (c) we shall not be required to make any payments of any nature for, or in connection with, the rendition of your services or the acquisition, exercise or exploitation of rights by us pursuant to this agreement, except as specifically

provided herein (it being understood, for the avoidance of doubt, that you shall be solely responsible for any artist and other third party royalties or other sums payable arising out of our exploitation of the Masters, Compositions and other rights granted hereunder). You further warrant and represent that you have consulted with counsel with respect to the execution of this agreement. You agree to and do hereby indemnify, save and hold us harmless of and from any and all liability, loss, damage, cost or expense (including reasonable attorneys fees) arising out of or connected with any breach or alleged breach of this letter agreement or any claim which is inconsistent with any of the warranties or representations made by you in this letter agreement. If the foregoing terms are acceptable, kindly sign on the signature line set forth below and fax this letter to our attention for countersignature. This letter with the Certificate of Authorship, attached hereto, shall constitute the entire agreement between the parties and can only be modified in writing.

Very truly yours, [PRODUCTION COMPANY NAME] ____________________________ An Authorized Signatory ACCEPTED AND AGREED IN ALL RESPECTS: ___________________________ COMPOSER S.S. No.: ________________ This bit of boilerplate drives home that the composer is indeed transferring the copyright in both the recording and music to the producer. The composer also waives moral rights, which means that the producer can make any changes to the score that she wishes whether the composer approves or not.

EXHIBIT A CERTIFICATE OF AUTHORSHIP

For One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby certifies that the undersigned will write or has written an original musical score (the Score), and will produce and record or has produced and recorded master recordings embodying the Score, each intended for initial use in the theatrical motion picture currently entitled [TITLE OF PICTURE] (the Picture), at the request of [PRODUCTION COMPANY NAME] (Company) pursuant to a contract of employment between Company and the undersigned dated as of ____________, 2015 (the Agreement) (the Score, the Masters and all other results and proceeds of the undersigned's services hereunder and under the Agreement are hereinafter referred to as the Work). The undersigned hereby acknowledges that the Work has been specially ordered or commissioned by Company for use as part of a contribution to a collective work or as part of the Picture or other audio-visual work, that the Work constitutes and shall constitute a work-made-for-hire as defined in the United States Copyright Act of 1976, as amended, that Company is and shall be the author of said work-made-for-hire and the owner of all rights in and to the Work, including, without limitation, the copyright therein and thereto throughout the universe for the initial term and any and all

extensions and renewals thereof, and that Company has and shall have the right to make such changes therein and such uses thereof as it may deem necessary or desirable including but not limited, to the right to include the Work in the Picture in all media now and hereafter devised and on phonorecords and trailers, advertisements, promotions and co-promotions with respect thereto. To the extent that the Work is not deemed a work-made-for-hire, and to the extent that Company is not deemed to be the author thereof in any territory of the universe, the undersigned hereby irrevocably assigns the Work to Company (including the entire copyright therein and any extensions and/or renewals thereof), and grants to Company all rights therein, including, without limitation, any so-called Rental and Lending Rights and Neighbouring Rights pursuant to any European Economic Community directives and/or enabling or implementing legislation, laws or regulations (collectively, EEC Rights), throughout the universe in perpetuity, but in no event shall the period of the assignment of rights being granted to Company hereunder be less than the period of copyright and any renewals and extensions thereof. Company's rights hereunder shall include, without limitation, the rights to authorize, prohibit and/or control the renting, lending, fixation, reproduction, performance and/or other exploitation of the Work in any and all media and by any and all means now known or hereafter devised, as such rights may be conferred upon the undersigned under any applicable laws, regulations or directives, including, without limitation, all so-called EEC Rights. The undersigned hereby acknowledges that the compensation paid hereunder and under the Agreement includes adequate and equitable remuneration for the EEC Rights and constitutes a complete buy-out of all EEC Rights. In connection with the foregoing, the undersigned hereby irrevocably grants to Company, throughout the universe, in perpetuity, the right to collect and retain for Company's own account any and all amounts payable to the undersigned with respect to EEC Rights and hereby irrevocably direct any collecting societies or other persons or entities receiving such amounts to pay such amounts to Company. The undersigned hereby waives all rights of droit moral or moral right of authors or any similar rights or principles of law which the undersigned may now or later have in the Work. The undersigned warrants and represents that the undersigned has the right to execute this Certificate, that the Work is and shall be new and original with the undersigned and not an imitation or copy of any other material and that the Work is and shall be capable of copyright protection throughout the universe, does not and shall not, (i) violate the trademark, servicemark, or copyright of any third party; and (ii) to the best of undersigneds knowledge, violate or infringe upon any common law or statutory right of any party including, without limitation, contractual rights, and rights of privacy, or constitute unfair competition and is not and shall not be the subject of any litigation or of any claim that might give rise to litigation, including, without limitation, any claim by any copyright proprietor of any so-called sampled material contained in the Work. The undersigned further warrants and represents that the undersigned has attained the legal age of majority in the United States, and is at least eighteen (18) years of age. The undersigned further warrants and represents that, to the best of undersigneds knowledge, the undersigned will not utilize any persons who have not attained the legal age of majority and will not utilize the services of any undocumented alien in rendering services hereunder. The undersigned shall indemnify and hold Company, the corporations comprising Company, and its and their employees, officers, agents, assignees and licensees, harmless from and against any losses, costs, liabilities, claims, damages or expenses (including, without limitation, court costs and attorneys' fees, whether or not in connection with litigation) arising out of any claim or action by a third party which arises from a breach of any warranty or representation made by the undersigned in this Certificate or in the Agreement. The undersigned agrees to execute any documents consistent herewith and do any other acts consistent with this Agreement which may reasonably be required by Company or its assignees or licensees to further evidence or effectuate Companys rights as set forth in this Certificate or in the Agreement. Upon the undersigned's failure to do so after ten (10) business days of Companys written request, the undersigned hereby appoints Company as the undersigned's attorney-in-fact for such purposes (it being acknowledged by the undersigned that such appointment is irrevocable and shall be deemed a power coupled with an interest), with full power of

substitution and delegation. Company shall promptly provide the undersigned with any documents exercised pursuant to the foregoing power of attorney. The undersigned further acknowledges that in the event of any breach by Company of this Certificate, the undersigned will be limited to the undersigned's remedy at law for damages (if any) and will not have the right to terminate or rescind this Certificate or to enjoin the distribution, exploitation or advertising of the Picture or any materials in connection therewith, that nothing herein shall obligate Company to use the undersigned's services or the Work in the Picture or to produce, distribute or advertise the Picture, and that this Certificate shall be governed by the laws of the State of New York. Company's rights with respect to the Work may be freely assigned and licensed and its rights shall be binding upon the undersigned and inure to the benefit of any such assignee or licensee. The undersigned affirms and acknowledges that the undersigned has been advised and counseled with respect to the negotiation and execution of this document by an attorney of the undersigneds own choice or acknowledges waiver of such advice and counsel. IN WITNESS WHEREOF, the undersigned has signed this Certificate as of ________________, 2015. Signature Printed Name: [NAME OF COMPOSER] Social Security No. AGREED AND ACCEPTED: [PRODUCTION COMPANY NAME] By: _____________________________ An Authorized Signatory _______ __, 2015