# Commissioning Agreement for Composer.



## John R Wilson (Mar 7, 2020)

I've recently got offered a small composing job for the credit sequence (40 seconds) for a short film and have been sent a contract for carrying this out. I thought it might be a good idea to check this over with anyone on here who may have a better idea about this kind of thing than what I do. Is their anything on this contract that I should be aware of?


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## storyteller (Mar 7, 2020)

Section 2.(a) gives me the heebee-jeebees. You need something upfront for sure.


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## wst3 (Mar 7, 2020)

Agreed on Section 2(a) - you are dependent on the end customer paying their bill, which is beyond your control. Not to mention that payment up front is just so much better for the nerves, I'd ask for 50% up front.

I'm also no fan of perpetual worldwide licenses, although it is good that they made it non-exclusive (section 8a). And the bit about reselling the work (section 8b) would bother me as well.

I don't know what fee has been agreed upon, I suppose if it is sufficiently "generous" one can live with section 8 as-is. But Section 2(a) would be a deal breaker for me.

Good luck, have fun, and congrats on the commission.


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## Bernard Duc (Mar 7, 2020)

Section 8 is fine. Section 2 is pretty bad, but if it’s for a low amount of money I wouldn’t spend too much energy trying to change it.


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## Bernard Duc (Mar 7, 2020)

wst3 said:


> I don't know what fee has been agreed upon, I suppose if it is sufficiently "generous" one can live with section 8 as-is. But Section 2(a) would be a deal breaker for me.


Even with a low (or no) fee, section 8 is fine and quite standard. What could you possibly gain by not giving them a worldwide and perpetual license, especially if it’s non-exclusive?


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## Bernard Duc (Mar 7, 2020)

Actually the section 8 is better than usual as it clearly states that the license only works for non-commercial distribution. Meaning that if they were planning to make money from the film they would need to sign a new license.


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## John R Wilson (Mar 7, 2020)

wst3 said:


> Agreed on Section 2(a) - you are dependent on the end customer paying their bill, which is beyond your control. Not to mention that payment up front is just so much better for the nerves, I'd ask for 50% up front.
> 
> I'm also no fan of perpetual worldwide licenses, although it is good that they made it non-exclusive (section 8a). And the bit about reselling the work (section 8b) would bother me as well.
> 
> ...



Thanks for the advice. I agree regarding section 2(a), however, as it's not for that much money (does not exceed £100) and is for a short 45 second piece i'm not too concerned about this.

Why would the bit about reselling the work (section 8b) bother you? I'm quite new to agreements like this so im not sure what some of this means in section 8b?

What's your thoughts on clause 10 (a) and clause 13 (c)? I'm asking this as this was something extra that was added to the agreement after the initial agreement was sent through to me and wondered why this may have been added to it. I haven't actually had any contact with the director of the short film so far and all correspondences with the director has been between the one who has done this agreement and the director, he has relayed what the director would like to me. It seems that from 13(c) that I wont have any contact with the director of the film and any correspondence with the director will have to go through him. Just wondered if this was the norm and your feeling on those two clauses.

Thanks again for the help with this.


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## John R Wilson (Mar 7, 2020)

Bernard Duc said:


> Section 8 is fine. Section 2 is pretty bad, but if it’s for a low amount of money I wouldn’t spend too much energy trying to change it.



I agree, section 2 would of concerned me if it was for more. However, it is for a low amount (does not exceed £100) so im not too worried about that.


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## Bernard Duc (Mar 7, 2020)

Johnrwilsonmusic said:


> I agree, section 2 would of concerned me if it was for more. However, it is for a low amount (does not exceed £100) so im not too worried about that.


With small projects, what you want is to establish a relationship. I would let them know it's an unusual clause, but you understand the situation (it's probably a very small structure that can't afford paying people if they don't get paid) and are ready to accept it this time. Or something similar...


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## Bernard Duc (Mar 7, 2020)

13c is quite normal. I never had 10a in my contracts, and I would definitely ask why they want it there and if it's really needed.


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## wst3 (Mar 8, 2020)

Johnrwilsonmusic said:


> Why would the bit about reselling the work (section 8b) bother you? I'm quite new to agreements like this so I'm not sure what some of this means in section 8b?



Probably just me?

8(b) parts 1 through 3 are standard enough. Part 1 means they can edit the work to fit the picture. Part 2 means they can go further, and re-record it, either using your arrangement/orchestration or even changing that, again to fit the picture (e.g. you picked a Horn in F and it is conflicting with the dialog). Part 3 seems to limit the use of your work to something synchronized to their picture, which is cool, except then part 4 says they can change it and then re-sell it to the same end user, without paying you again. At least that is how I would interpret it, and if that is not their intent I'd ask them to re-word it to be more specific.

I guess my issue is that the contract seems to try to bridge a work for hire and a more conventional commission. 

And I suppose I could be making too much of it?



Johnrwilsonmusic said:


> What's your thoughts on clause 10 (a) and clause 13 (c)?


Section 10(a) seems to prevent the end user from bypassing the agent, which is common when an agent or other third party is involved. And in this case, should the end user with to bypass the agent it can't be you that instigates it. And that's pretty standard, if not a little bit restrictive. Section 13(c) seems to be there to guarantee that you and the end user can't strike a deal, or even become friends<G>!

If 13(c) was added at the request of the end user then who knows? Maybe they are just not terribly sociable people? I don't know, and it does strike me as odd, but more to the point, it strikes me as counter to any collaboration that would benefit the project.

Would I walk away? Probably not, and not for the fee being offered, if I liked the project.

Would I ask to negotiate? Again probably not, at least not for the fee being offered.

Then again, I dislike lawyers, and the contract is awfully restrictive for the fee being offered. If the agent got on my nerves I might decide that £100 wasn't worth the hassle.

Disclaimer - I have no idea where you are in your career, and £100 is so much better than £0, even if only in principle, and at that price point the contract isn't going to tie you up, so maybe you take it as a stepping stone?

Me? I'm nearing retirement age, and music is not my sole source of income, and I don't suffer fools well any longer, all of which tends to color my perception of pretty much any deal. I am blessed/cursed with multiple interests, the two primary interests being music production and audio engineering, and I've never been able to choose one over the other. In fact this has worked out well for me, possibly limiting my rise to stardom in either field, but also preventing any sense of boredom, if one side is flagging the other is usually jumping. And they are so closely related that it isn't like I need to split my personality(s?). I mention this because I may well be in a different position, and my opinions may really not be applicable. Only you can decide.


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## Daryl (Mar 8, 2020)

Lots of good advice above. Just one thing to say; as you are not responsible for what the music editor may do to your music, and they have access to all the component parts and sessions, it is risky to agree to sole responsibility as to originality and to guarantee that there is no Copyright infringement. You can only control what you deliver, and therefore can only warrant that this version is "original".


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## wst3 (Mar 8, 2020)

Really good point Daryl - this is why I am not a lawyer! Well, one reason anyway<G>!


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## JohnG (Mar 8, 2020)

First, I would be skeptical about any free advice from strangers online.

Second, for that fee I’d probably argue that the agreement be a sync license so you retain copyright of both the music and the master recording.

Last, maybe in the future, consider an agreement that is made with the composer in mind. ASCAP has some advice here: https://www.ascap.com/help/music-business-101/200809

also, there’s a book, This Business of Music which used to include agreements in appendices.


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## John R Wilson (Mar 8, 2020)

wst3 said:


> Probably just me?
> 
> 8(b) parts 1 through 3 are standard enough. Part 1 means they can edit the work to fit the picture. Part 2 means they can go further, and re-record it, either using your arrangement/orchestration or even changing that, again to fit the picture (e.g. you picked a Horn in F and it is conflicting with the dialog). Part 3 seems to limit the use of your work to something synchronized to their picture, which is cool, except then part 4 says they can change it and then re-sell it to the same end user, without paying you again. At least that is how I would interpret it, and if that is not their intent I'd ask them to re-word it to be more specific.
> 
> ...



In regards to part 4 of clause 8, I think that this is something that he may be planning on doing. I'm not sure how much he will be charging the end client for his services which also will include this composition. It may be that he might resell or put a different cost to the end client (director of the film), and as I would not be able to make any contact with the end client with all contact having to go through him (agent) then I would have no way of ever knowing this. I may be completely wrong on that though.

That brings me onto clause 10 (a) and 13 (c), as you say, it does seem counter productive to any collaboration that would benefit the project as it was my understanding and from past experience that having direct contact with the director of a film is important in establishing their visions for the music for the film. Having to only go through him could make things more difficult and does limit any possibility of networking with the end client directly.


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## John R Wilson (Mar 8, 2020)

JohnG said:


> First, I would be skeptical about any free advice from strangers online.
> 
> Second, for that fee I’d probably argue that the agreement be a sync license so you retain copyright of both the music and the master recording.
> 
> ...



Hi john, 

Thanks for your advice. I agree, however, thought that it would be good just to get an idea of what others on here thought of it. 

All take a look at ASCAP and the book.


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## JohnG (Mar 8, 2020)

I understand your position -- I try to read my composer agreements as fast as possible these days so I don't get upset by them.

I think the main thing is to try to write great music, and avoid working for creeps. Certainly, most 'composer agreements' are largely one-sided, intentionally protecting, often heavily favouring the production company. But in business, what people actually do often has little to do with the wording -- if they are going to be creeps, they will regardless of what's on the page.

If you continually write great music and are a fun person to be around, things can break your way. It's very easy to get tangled up, particularly at the outset, with the wording of this or that agreement. "Work for hire" somehow seems like a moral offense, but I forced myself to get over it. I'm not dismissing the terms of your, or anyone's agreement and I'm not saying you shouldn't care -- you should.

But most of the music we write is not about to become 'household name' music, so sometimes that's worth bearing in mind.

Apologies if you know all this or you're secretly a seasoned veteran!

Have fun!

John


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## John R Wilson (Mar 10, 2020)

JohnG said:


> I understand your position -- I try to read my composer agreements as fast as possible these days so I don't get upset by them.
> 
> I think the main thing is to try to write great music, and avoid working for creeps. Certainly, most 'composer agreements' are largely one-sided, intentionally protecting, often heavily favouring the production company. But in business, what people actually do often has little to do with the wording -- if they are going to be creeps, they will regardless of what's on the page.
> 
> ...



Thanks for all your advice on this. I'm probably looking a little too much into it. It can be easy to get tangled up with these kind of things.


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## Beluga (Mar 11, 2020)

LOL these guys. Well let me tell you this. This agreement is insulting given the budget offered. It was clearly ripped from a muuuch bigger company and project and is now stuck on you with that ridiculous amount of money. The only thing they changed was the “non-exclusive” part. No way I’d go through signing that work-made-for-hire stuff for anything less than 10 times probably 100 times the amount offered (for more music of course).


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## Beluga (Mar 11, 2020)

And John, with all due respect, advising new composers to accept without discussion the written one-sided (borderline abusive) agreements from clients and hope for better behaviour from them is not in anyone’s interest except the companies hiring the composers. These things do matter and composers should fight for a respectful agreement. Even if it’s just for self-respect.


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## Varishnipu (Mar 11, 2020)

Contract is no good.


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## Jeremy Spencer (Mar 11, 2020)

It also says you need to deliver the project/session files so that it plays back correctly on their end. If it's Pro Tools, keep in mind you'll need to shell for that, too (unless you already have a copy).


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