Composer Agreement - Multimedia Project / Video Game

This type of agreement is typically used when hiring a composer to create the score and/or sound
elements for a video game or similarly structured multimedia project (usually sold through retail
channels). The agreement is of the "package deal" format where the composer is responsible for
most or all costs involved with writing and recording the music, and the composer is paid a fied
fee for the entire job, including recording epenses. !owever, since performance royalties
("#$"%/&'(/#)#"$) are generally not significant on these types of projects, the agreement
contains a royalties ("bonus") section at the end with various sample clauses of different types.
"*+(, +)-).,%')/T "01))')/T

This "udio +evelopment "greement (the 2"greement3) is made and entered into
by (2$omposer3) and (2$ompany3).

4!)1)"#, $ompany desires to retain $omposer to develop and deliver to
$ompany the audio known as musical score (the 2$omposition3) for
(the 20ame3)5 and

4!)1)"#, $omposer desires to develop the $omposition on the terms
and conditions set forth herein.

/,4 T!)1)6,1), The parties hereto do hereby mutually agree as
follows7

8. $,'%.)T(,/ +"T)5 +)-).,%')/T7 $omposer shall develop
the $omposition according to the schedule attached hereto as #chedule 8.
$omposer agrees to use diligent good faith efforts to develop the $omposition
according to the dates specified on #chedule 8. $omposer acknowledges that
time is of the essence of this "greement and that $omposer9s best efforts must
be utili:ed to complete the development of $ompany9s 0ame. $omposer agrees
to be readily available for all reasonably re;uested revisions to the $omposition.
$omposer shall develop the $omposition in accordance with the information,
materials or other instructions provided by $ompany. $ompany acknowledges
that $omposer can only achieve timely performance of the matters re;uired of
$omposer if $ompany timely delivers to $omposer appropriate information and
guidance. $ompany shall not attempt to declare $omposer to be in default of
this "greement for delays caused by $ompany9s inability to deliver
information/guidance to $omposer in a timely manner.

<. $,'%)/#"T(,/7 "s compensation for the $omposition,
$ompany shall pay $omposer the fees specified on #chedule 8. $omposer
acknowledges that this payment by $ompany represents the complete and entire
obligation owed to $omposer or any other party, either by $ompany or any other
third party, for the $omposition to be provided by $omposer under this
"greement. (f $omposer uses any third parties in providing the $omposition not
specifically authori:ed and re;uired by $ompany, $omposer shall be responsible
for the additional costs. (f this "greement is terminated without cause by
$ompany, $omposer shall be entitled to receive the net unpaid milestone within
a reasonable time deemed appropriate by $ompany not to eceed si (=)
months. "ll milestone payments will be invoiced by $omposer and due within
thirty (>?) days upon completion and acceptance of milestone by $ompany.

>. 1(0!T#7 "ll results and the proceeds of $omposer9s work
hereunder including without limitation, the $omposition and any revisions,
amendments, modifications, translations, alterations and enhancements and
se;uels thereto, and derivative works therefrom, whether produced by
$omposer, or a third party and regardless of form, including without limitation,
mechanical, code or written, and all materials produced by $omposer 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 $ompany within the meaning of the copyright laws of the
*nited #tates or any similar analogous law or statute of any other jurisdiction and
accordingly, $ompany shall be the owner throughout the world. !owever, where
sounds or 2demo3 songs are rejected by $ompany and not made a part of the
$omposition, such rejected sounds or demo songs shall remain the property of
$omposer. 4ithout limiting the foregoing, $omposer hereby assigns all right,
title and interest in and to the $omposition and all of the foregoing furnished to
$ompany hereunder, whether copyrighted or not. $omposer shall assist
$ompany and it9s nominees in every proper way to secure, maintain and defend
for $ompany9s own benefit copyrights, etensions and renewals thereof on any
and all such materials. The $omposition shall be used in connection with all
video game systems including $+@1,', all personal computer and home multi@
player systems and or consoles and all distribution of such games through other
entertainment systems or media presently known or unknown, now in eistence
or hereafter created or developed (collectively the 2*ses3). (n the event that the
$omposition is published for purposes other than or not related to the *ses such
as cassettes, $+9s or albums, T- broadcasts, etc. that are not published in
conjunction with the 0ame as samplers (collectively the 2"dditional *ses3), fifty
percent (A?B) (the 2%ercentage3) of the /et %rofits (2/et %rofits3) will be
compensated to each party. /et %rofits shall be defined as money which is
actually received with respect only to its direct sales related to eploitation of the
$omposition for the "dditional *ses less any monies that has been spent or is
re;uired to spend with respect to negotiating, developing, producing or in any
way preparing the $omposition for the "dditional *ses.

C. $,/6(+)/T(".(TD7 $omposer acknowledges and agrees that
any information which it may receive from $ompany, will be proprietary
information of $ompany (the 2%roprietary (nformation3). $omposer agrees, both
during and after the term of this "greement, to hold in confidence all %roprietary
(nformation of $ompany and to prevent the unauthori:ed copying, use and/or
disclosure of $ompany9s %roprietary (nformation. $omposer will place or cause
to be placed on the $omposition or any portion thereof any intellectual property
right notices as re;uested by $ompany.

A. $1)+(T7 $ompany shall re;uest that $omposer 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, si:e, placement and nature of any screen credit provided for herein
shall be determined by $ompany (or its assignee, publisher, or licensee) in its
sole discretion. "ny 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.

=. /"') "/+ .(E)/)##7 #ubject to $omposers approval, which will
not be unreasonably withheld, $ompany shall have the right and may grant to
others the right to use, disseminate, reproduce, print and publish $omposer9s
name, likeness, voice and biographical material concerning $omposer 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
$omposition is used, and/or in connection with any other uses of the
$omposition. $omposer hereby pre@approves the use of his name, likeness,
voice and biographical material in and on packaging for the 0ame and within the
body of the 0ame, as well as in printed materials concerning the 0ame. The
rights granted herein shall not include the right to use or to grant to others the
right to use $omposer9s name, voice, likeness and biographical material in any
direct endorsement of any product or service without $omposer9s written
consent.

F. T1"-).7 (n the event $ompany re;uests $omposer to travel on
behalf of $ompany, $ompany shall reimburse $omposer for business class
airfare, lodging in a first@class hotel, meals and local transportation, both to and
from the airport and at the place at which $omposer is re;uired to travel on
behalf of $ompany. "ll reimbursements shall be made only after $ompany
receives itemi:ed bills for all epenses incurred by $omposer pursuant to this
paragraph and on a form approved by $ompany.

G. "4"1+#7 $ompany shall retain all awards won by the
$omposition. $ompany will use its best efforts to obtain a duplicate of any award
won by the $omposition to furnish the $omposer.

H. $,'%,#)19# 4"11"/T()# "/+ (/+)'/(6($"T(,/#7

(a) $omposer represents and warrants to $ompany that7 (i) $omposer
possesses full power and authority to enter into this "greement and to carry out
its obligations hereunder5 (ii) with respect to the $omposition which $omposer
will deliver to $ompany in performance of this "greement, $omposer warrants
that it has the right to make and disclose thereof without liability to any third
party5 (iii) $omposer has not sold, assigned, leased, licensed or in any other way
disposed of or encumbered the $omposition in whole or in part to any party other
than $ompany5 (iv) the $omposition is new and original and capable of copyright7
(v) neither the $omposition, 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 party5 (vi) the performance of the terms of
this "greement and the performance of $omposer9s duties hereunder will not
breach any separate agreement by which $omposer is bound, or violate or
infringe any rights of any third party, and so long as this "greement remains in
effect, $omposer shall not commit any act or enter into any agreement or
understanding with any third party which is inconsistent or in conflict with this
"greement5 (vii) there are no, and there will not be, any liens, claims or
encumbrances against the $omposition which would derogate from or be
inconsistent with any of $ompany9s proprietary rights with respect thereto5 (viii)
$omposer represents and warrants that it is, and at all times during the term of
this "greement will be the holder of all consents necessary for it to perform its
obligations hereunder5 and (i) there is presently no litigation or other claim,
pending or threatening, nor a fact which may be the basis of any claim against
the $omposition, and $omposer has not taken any action or failed to take any
action which would interfere with the rights of $ompany under this "greement.

(b) The representations, warranties and indemnification rights set forth
in the "greement shall survive eecution of this "greement, the performance of
the obligation of $omposer hereunder, and cancellation or termination of this
"greement.

8?. T)1'(/"T(,/7 $ompany shall have the right to terminate
$omposer for cause, provided $ompany compensates $omposer in full for all
$ompositions completed and accepted as of the date of termination. $omposer
shall have the right to terminate this "greement for cause. 6or purposes of this
"greement, cause shall mean a material misrepresentation or a material breach
of this "greement.

88. "TT,1/)D9# 6))#7 #hould any arbitration, litigation or other
proceedings (including proceedings in bankruptcy) be commenced arising out of,
concerning or related to any provision of this "greement, or the rights and duties
of any person or entity hereunder, the prevailing party (solely as between
$ompany and $omposer) in such litigation or proceeding will be entitled, in
addition to such other relief as may be granted, to recover its reasonable
attorney9s fees and epenses incurred by reason of such proceedings.

8<. 0)/)1".7

(a) This "greement shall be governed and interpreted in accordance
with the substantive laws of the #tate of $alifornia.

(b) $omposer shall be deemed to have the status of an independent
contractor, and nothing in this "greement shall be deemed to place the parties in
the relationship of employer@employee, principal@agent, partners or joint
venturers. $omposer shall be responsible for any withholding taes, payroll
taes, disability insurance payments, unemployment taes, and other similar
taes or charges on the payments received by $omposer hereunder. $ompany
shall have no responsibility or liability of any kind to any subcontractors providing
services to or for the benefit of $omposer.

(c) This "greement and the rights it creates may be assigned by
$ompany, but not by $omposer, ecept that, with the prior written consent of
$ompany, $omposer may assign this "greement, in whole or in part, and the
rights it creates to Icomposer nameJ or any corporation in which Icomposer
nameJ is the sole shareholder. This agreement shall be binding on the parties
and their respective successors and assignees, and all subse;uent owners or
licensees of the corporation.

(d) #hould any provision of this "greement 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 "greement, including the )hibits 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 "greement may be eecuted in counterparts, but shall not be
binding upon the parties until it has been signed by both parties.

(/ 4(T/)## 4!)1),6, each of the undersigned has eecuted this
"greement as of the date set forth below.



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'ilestone 87 *pon signing of "greement +ate K8A,???
'ilestone <7 $omplete audio for levels 8 L > +ate K8?,???
'ilestone >7
$omplete audio for levels C L =
+ate K8?,???
'ilestone C7
$omplete audio for levels F L H
+ate K8?,???
'ilestone A7
*pon completion M
approval of composition
+ate K<A,???
T,T".7 KF?,???

"ny additional new music needed by $ompany from $omposer will be charged
at K8,??? per minute per $ompanyNs approval.

1oyalty or bonus terminology goes hereO
6or eample7
Provided that Company actually incorporates the Music, or a substantial portion
thereof, into the Game, if sales of the Game, not including promotional or
complimentary copies, exceed Two Hundred Thousand (!!,!!!" copies, Composer
shall be entitled to receive an additional Twenty#$ive Thousand %ollars (&',!!!"(
or
)n addition to the above payment, Company will also compensate Composer five
((!'" cents for every unit * +,- sold throughout the world(
or
)n addition to the above Milestones, Composer shall receive a ten (.!" cent royalty
on each +,- sold after .',!!! units(
or
Composer shall receive a profit participation of /ne Percent (.0" of 1et 2eceipts
from any product for which Composer is entitled to receive any compensation
hereunder after Company has sold .',!!! units of such product( $or purposes of
this 3greement the term 1et 2eceipts shall be defined as all monies actually received
by Publisher from the sale of a product in excess of .',!!! units less deductions for
the direct cost of manufacturing the product, royalties payable to third party
hardware manufacturers such as 1intendo and +ony, returns or refunds, and all
forms of taxes(