AGREEMENT BETWEEN   _________("Producer") AND Nathaniel Scott ("Artist") RE: THE MUSIC UNDERSCORE FOR THE MOTION PICTURE  ________  ("Film").

1. SERVICES: Artist shall compose, record, produce and deliver approximately ____ minutes of Original Music Score for the Film (the "Score"), subject to the creative decisions of the Producer and Artist during the scoring process.

Artist shall also attend the Film's mix, as required by Producer. Artist's services shall be rendered on a non-exclusive basis, provided that the Producer and Artist agree that the Artist's services for third parties will not materially interfere with the Artist's services for Producer. It is the intent hereof that the Artist will begin composing the Score as soon as the locked and final video version in the appropriate format is delivered to him, and that the completed Score for the Film will be delivered, in the format specified by Producer, within 30 calendar days of obtaining the locked and final video version.

2. PACKAGE FEE: $_________. The Package Fee shall include all costs for writing, recording and delivering the Score, including all costs for the electronic score. However, the following costs are in addition to, and excluded from, the Package Fee: TBD

a. Third-party live musicians specifically requested by Producer in writing and costs related thereto, including, but not limited to new use, re-use and residuals, if any; b. Mag stock and transfers; c. Licensing and clearance of music not composed by Artist; d. Actual rescoring and re-recording costs (i.e., re-recording required for creative reasons outside the control of Artist and after delivery and acceptance of the Score by the Producer); e. Music editor and music editing costs; and f. Vocalists and lyricists.

3. PAYMENT SCHEDULE: 50% due immediately upon execution of this contract; 50% due upon Artist's delivery, and Producers approval, of the finished Score on or about TBD. Time is of the essence to the delivery of the Score.

4. SCREEN CREDIT: If the Artist's Score is used, the Artist shall receive screen credit in the main titles of the Film, to read: Music Composed and Performed by Nathaniel Scott.

5. ARTIST’S COPY OF FINISHED PROJECT:  If the Artist’s Score is used, the Artist shall receive one (1) playable DVD of the finished project.

6. SOUNDTRACK ALBUM: In the event that any of the Artist's Score is included on a Soundtrack Album from the Film, the Artist and Producer shall negotiate in good faith for any Artist and/or Producer royalties to be paid to Artist from said Soundtrack Album.

Further, Producer agrees to pay Artist and/or Artist's publishing company mechanical license fees for the use of the Score on all copies of the Soundtrack Album which are sold. If fifty percent (50%) or more of the Score is on a Soundtrack Album from the Film, Artist shall receive credit on the front cover, to read: Music Composed and Performed by Nathaniel Scott, Produced by Nathaniel Scott.

7. PAID ADVERTISING: Artist to receive credit in any advertising that includes the so-called "billing block".

Artist understands that there will be no injunctive relief if there is any error in the accorded credit, and that Producer has the final decision as to all other credit matters. However, Producer shall employ best efforts to remedy such an error on a prospective basis.

8. PUBLISHING ROYALTIES: Artist and/or Artist's publishing company, TBD, shall retain 100% of the copyright and all publishing income in connection with the Score.

9. RIGHTS OF PRODUCER: Producer to have the perpetual, irrevocable license to use the Score in connection with any and all exploitation of the Film in all media, including advertising and promotion of the Film. All rights in this agreement are assignable by Producer to a distributor, however Producer shall remain primarily liable for any obligations under this agreement.

10. PERFORMING RIGHTS SOCIETY: Artist hereby acknowledges that he is a member of ASCAP.

11. NOTICES AND PAYMENTS: All Artist's monies and correspondence to be directed to:

Nathaniel Scott, P.O. Box 4332, Lexington, KY  40544.

12. ORIGINALITY OF SCORE:  Producer acknowledges the originality of the Score, and shall not reference the Score in a manner that questions its originality, except where the artist has identified a selection as having been derived from another source, e.g. adapting an anonymous folk song.

13. WARRANTIES AND REPRESENTATIONS: Artist hereby makes customary representations and warranties as to the originality of the Score, that the Score violates no rights of any third party, that there will be no liens or encumbrances on the Score, and that the Producer will be free to use the Score in the Film and the exploitation thereof, including home-video exploitation.

If the above is correct, please sign below. Once fully signed, this will constitute our agreement.



APPROVED AND ACCEPTED:



__________________________________ Dated: ____________________ Composer

__________________________________ Dated: ____________________ Producer

NOTE: This Composer Licensing Agreement, substantially designed by Steve Winogradsky, was obtained through the Society of Composers and Lyricists, 2005.