Creators' Rights Alliance - Between a rock and a hard place - Appendix 1: Example model contracts
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Contract for composers

Specimen commissioning agreement

This Agreement is made on this [...] day of [...] 201[...]

between

[...] of [...] (the Composer)

and

[...] of [...] (the Commissioner).

1. Commission:

a) The Commissioner hereby commissions the composer to compose original music and/or lyrics (the work) for inclusion in the sound track of [...] (the programme)

b) Title(s) of work:[...]/as per attached list/to be advised {delete as applicable}

Project number(s) [...]

Category of work [...]

Duration (as composed): [...] minutes/to be advised,

The fee £ [...]  / the Rate £ [...] per minute {delete as applicable}

c) Additional services, if any, and fees for such additional services as per attached Schedule.

2. Copyright:

The copyright and all other rights in the work to the extent not expressly granted to the Commissioner shall belong absolutely and reserved to the Composer or his/her assignee.

3. Performing right:

If the composer is a member of PRS this contract is subject to the express reservation of the rights in the work, which have been assigned to the PRS.

4. Mechanical right:

a) Notwithstanding Clause 2 above and subject to the agreement between the commissioner and the MCPS or PRS, the Composer will grant a licence to the commissioner to record and copy the work only in connection with the Programme and publicity and ancillary promotion relating to the Programme for:

i) world-wide television (both standard and non-standard);

ii) world-wide non theatric;

iii) world-wide radio (however delivered).

{delete as applicable}

b) Notwithstanding Clause 2 above, the composer will negotiate in good faith the grant of a licence to the Commissioner to record and copy the work on audiovisual devices embodying the programme for sale or hire to the public throughout the world on terms shall include the payment of royalties at a rate not less than the appropriate rate published by MCPS.

5. Payment terms:

a) In consideration of the commission, the Commissioner agrees to pay the composer the Fee specified in Clause! b) as follows: £ [...] on commencement of composition of the work / signature of this Agreement {delete as applicable} and the balance on delivery of the work.

b) The Composer will be paid £ [...] per half day (up to 4 hours) plus expenses when required by the Commissioner to attend recording / editing / viewing sessions.

6. Credits:

The Composer shall be accorded credit on screen or on air separately in the main credits (subject to clause c) i) of the Terms and Conditions) and, if a licence is granted under Clause 4b (above). On the packaging of all audio and audiovisual devices embodying the work.

7. Law:

This Agreement will be interpreted in accordance with the laws of England and the Courts of England and Wales shall be the Courts of Jurisdiction.

8. Terms and conditions:

The Terms and Conditions detailed below shall form part of this contract.

a) This Agreement shall ensure to the benefit of and be binding upon the
Commissioner and the Composer and their respective successors and assigns.

b) Nothing herein contained shall prejudice the rights of the composer to receive royalties distributed by the MCPS from licensing agreements on first performance of the programme or any export or other fee of royalty in those instances where the agreement between the broadcaster and MCPS so provides.

c) Moral Rights

i) The Composer hereby asserts his/her Moral Right of paternity as defined under s.77 of the Copyright Designs and Patents Act 1988 (as the same may be amended varied or re-enacted) ("the Act").

ii) The Composer grants to the Commissioner the right to edit the music as may be reasonably required in connection with the programme.

d) All monies paid to the Composer under this Agreement shall be exclusive of all taxes including VAT. The Commissioner will pay all fees and other sums due to the Composer within 28 days of being invoiced by the Composer.

e) The Composer hereby warrants that:

i) The work is/will be an original composition;

ii) The Composer or his/her assignee is/shall be the owner of the copyright thereof;

iii) The Composer is free to enter into this Agreement.

iv) The Composer is a qualifying individual within the meaning of the Act.

f) The Commissioner hereby undertakes:

i) To supply the composer with a copy of the Music Cue Sheet and on request the opportunity to check this with a copy of the Programme in its final version and the Commissioner undertakes to alter any errors in the Music Cue Sheet promptly and to submit the same to the broadcasting/transmitting authority or distributors of the programme.

ii) To ensure that all copies of the programme, supplied by the Commissioner and its sub-licences are accompanied by a copy of the Music Cue Sheet and that the appropriate broadcasting/transmitting authority/distributor will be notified of the full details of the work (Title(s), Duration, Composer and copyright owner) in order that such authority/ distributor may fully comply with its obligations in respect of the use thereof to all relevant collection societies including without limitation PRS and MCPS and their affiliates.

iii) Upon the reasonable request of the Composer to supply to the Composer full details of all sales of the Programme and of any overseas transmissions and any other exploitation of the Programme including any version or translation thereof.

g) With the Composers' consent, the Commissioner may assign its interest under this Agreement provided that written notice and full details of the assignment are given to the Composer promptly and the assignee enters into a direct agreement with the Composer.

h) Either party shall be entitled to terminate this Agreement upon written notice with immediate effect in the event that:

i) The other party is in material breach of any of its obligations hereunder and fails to remedy the relevant breach within 14 days of its receipt of written notice specifying the breach and requiring its remedy; or

ii) the other party becomes insolvent or enters into liquidation or administration or ceases trading or enters into a composition with its creditors.

i) In the event of termination under this clause, any licenses granted to the Commissioner by the Composer under this contract will terminate automatically and forthwith but without prejudice to rights granted to the parties.

j) Nothing in this Agreement will give rise to a partnership joint venture or relationship of employer/employee between the Commissioner and the Composer.

k) Any notice served pursuant to this Agreement shall be deemed validly served if delivered by hand or sent by prepaid first class post to the relevant address specified above or to such relevant address as is subsequently notified to the party sending the notice. A courtesy copy of any notice to the composer shall be sent simultaneously to the Musicians' Union, 60-62 Clapham Road, London SW9 OJJ for the attention of the General Secretary.


Signed at [...] place on date [...]

[...] Composer

[...] Commissioner 

Schedule

1. Composer will make all necessary arrangements for the work(s) to be recorded for incorporation into a fully edited and mixed master recording(s) ("the Master(s)").

2. (The Master(s) shall be delivered to the Commissioner on or before [...] or such other date as may be agreed in writing between the parties).

3. Commissioner shall use all reasonable endeavours to facilitate the recording of the works and delivery of the Master(s) by the composer.

4. The Master(s) shall be deemed accepted by Commissioner and delivery to have taken place if not notice in writing of non-acceptance is received by Composer within 7 days of physical delivery.

5. "Delivery"/"Delivered" shall mean the delivery of all applicable Master(s) together with all necessary consents under Part 11 of the Act and sample clearance in writing to enable Commissioner fully to exploit the Master(s) in the Programme throughout the World.

6. The Recording Fee for such recordings services shall be £ [...] (plus VAT if applicable) inclusive of all studio and other charges, hire of musicians, and all other costs, charges and expenses incurred in completing and delivering the Master(s).

7. The Recording Fee shall be payable as to 34 per cent on signature of the Agreement of which this Schedule forms part, 33 per cent on or before commencement of recording and 33 per cent of delivery of the Master(s).

8. Any further services provided by the Composer following Delivery of the Master(s) shall be paid at the rate set out in 5(b) of the Agreement.

9. The Composer grants the Commissioner such rights to edit the Master(s) as may reasonably required in connection with making the Programme.

10. EITHER {delete as applicable}

Composer hereby assigns world-wide copyright and all other rights in the Master(s) to Commissioner.

OR

Composer hereby licences the Master(s) to Commissioner for inclusion in the Programme on a world-wide non-exclusive basis.

 

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