THIS AGREEMENT, is made and entered into as of the Date day of Month in the year of Year, by and between __________________ herein referred to as "Producer", and Composer herein referred to as "Composer", regarding the motion picture presently entitled Film Title herein referred to as the “Picture".

Commencement Date of Scoring: Scoring Start Date

Completion Date of Scoring: Scoring Completion Date

1. Employment:

Producer hereby employs Composer to write, compose, orchestrate, arrange, adapt, and conduct the recording of the musical score "Score" for the soundtrack "Soundtrack" of the Picture, and to render such other services as Producer may require in connection with the music for the Picture, including, without limitation, acquiring pre-existing music or other elements for the Soundtrack, and preparing and recording the music for trailers and television and radio advertisements for the Picture.

Further, if Producer so requests, and for no additional compensation Composer will conduct and re-record the Score for, and/or produce, one or more phonorecord albums "Albums" and/or 45 r.p.m. single phonorecords "Single" derived from or based on the Soundtrack, and will assist in the preparation of advertisements for the Albums and/or Single.

2. Compensation:

Provided Composer faithfully and completely keeps and performs each and all of Composer's obligations hereunder, Producer will pay Composer, as full and complete compensation hereunder for Composer's services hereunder and for all rights herein granted and agreed to be granted, the following:

(i) For all of Composer's services hereunder (and all rights therein and thereto) including, without limitation, the conducting, orchestrating, composing, writing, arranging, adapting of the Score for the Picture, and if requested by Producer, for the Albums and Singles and all trailers and television and radio advertisements for the Picture and/or the Albums and/or the Singles, the sum of Total Fee Paid US Dollars ($) payable upon delivery of the finished written work for the Score.

(ii) With respect to the Albums and/or Singles, if any, Composer will receive compensation therefore as provided in Exhibit "B" attached hereto.

(iii) Composer shall be given a copy of the finished film and a copy of the publicity poster.

3. Credit:

Composer will be accorded credit in the manner and subject to the terms and conditions set forth in Exhibit "A" attached hereto.

4. Terms of Employment:

Composer's employment will be upon the terms and conditions set forth above, and those set forth in the Standard Terms and Condition and Exhibits attached hereto and incorporated herein by this reference.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above:

Composer

Composer

__________________

Producer

STANDARD TERMS AND CONDITIONS

  1. Services:

Composer agrees:

(i) the stereo-mix recordation of the Score on DAT (Digital Audio Tape). Such mix to be suitable for mastering in the manufacture of a soundtrack album, and/or

(ii) for any portion of recording to be done with live musicians, to assist Producer as needed in organizing such typical production and recording processes in accordance with Section 6, “Recording Costs.” (Composer may create a separate contract for some or all of these live recording costs, at the request of Producer and based on Producer’s budget.)

(iii) All cue start times logged on a music cue sheet.

(iv) At least # of Minutes minutes in duration.

(v) An electronic copy of the music cue sheet in connection with the Score.

(i) any deductions required by law; and

(ii) without waiver by Producer of any right or remedy, an amount equal to any payments made to Composer hereunder for any period of suspension under the provision of Paragraph 5 infra;

2. Rights:

(i) Composer shall be entitled to receive 100% of the "Writers Share" of monies due from the universal public performance of the Score as such sums may be paid by ASCAP, BMI, or other appropriate performing rights societies.

(ii) Composer shall be given copies of cue sheets filed with the appropriate performing rights society for this or any other use of the score.

3. Warranties:

Composer represents, warrants and concurs that Composer is free to enter into this Agreement and is not subject to any obligation or disability which will or might prevent Composer from or interfere with Composer fully keeping and performing all of the covenants and conditions to be kept and performed by Composer hereunder, that Composer has not made, and will not make, nor purport to make any grant or assignment of rights which will or might conflict with or impair the complete enjoyment of the rights and privileges granted to Producer hereunder, and that all music, lyrics, and other musical material referred to in Paragraph 2 supra (except for materials provided to Composer by Producer) will be Composer's original work of authorship and will have been created during Composer's employment hereunder, will not be in public domain, will not be derived from any previously existing work, and will not infringe upon or violate any right or interest of any person, firm or corporation or violate any law, ordinance or other rule or reputation of any government entity. Composer will indemnify Producer against and save and hold Producer harmless from all claims, demands, actions, liabilities, costs and expenses (including attorney's fees) arising out of any breach or alleged breach of the foregoing representations and warranties, or any other provision hereof. These warranties will endure in perpetuity, regardless of the term hereof.

4. Commencement of Performance:

It is the essence of this Agreement that Composer's services hereunder commence no later than the commencement Date referred to above, and that Composer's services with respect to the Score be completed no later than the Completion Date referred to above; provided, however, that Producer may at any time substitute a later date or dates for any or all of the foregoing dates.

5. Suspensions, Ect.:

This Agreement will be deemed suspended without notice as to both services and compensation during all periods:

(i) that Composer does not render services hereunder because of illness, incapacity, default, or similar matter beyond Producer's control; or

(ii) because of any labor dispute, fire, flood, catastrophe, adverse weather conditions, illness or incapacity of the director or any principal members of the cast, war or governmental action, or any other unexpected or disruptive event sufficient to excuse performance of this Agreement as a matter of law.

If any such suspension exists for three (3) consecutive days or for five (5) nonconsecutive days or more, or in the event of any refusal or failure to perform or other default in the part of Composer or any statement by Composer or a representative of Composer indicating a breach or default by Composer hereunder, Producer may (but will not be required to) terminate this Agreement without waiver of any or all of Producer's rights or remedies under law or equity. Producer may investigate the nature and extent of any illness or incapacity suffered or asserted by Composer, and Composer will submit to reasonable medical examinations in connection therewith, and may have Composer's own physician present at Composer's own expense. Any suspension and/or termination hereunder will not be deemed to be a waiver of any or all of Producer's other rights or remedies under law or equity.

6. Recording Costs:

7. Assignment:

Producer may assign this Agreement or any of its rights and/or obligations hereunder to any person, firm or corporation. Composer may not assign or otherwise transfer any right or obligation hereunder any such assignment will be deemed null and void without force or effect.

8. Notices:

Any notices or right of election herein granted to Producer or Composer must be exercised, unless herein otherwise specifically provided, by written notice and will be served by either personal delivery, mail, email, or telegraph, all charges prepaid. Any notice given by Producer to Composer may be addressed to Composer personally or to Composer's duly authorized agent. Any written notice which Producer is required or may desire to give will be given by addressing the same to Composer at Composer's address shown on the date hereof, or at such other place as may be designated in writing by Composer, or at the address of Composer last known to Producer. All notices hereunder, except for a change of address, will be deemed given as of the date of postage or delivery to a telegraph office, all charges and postage prepaid, or upon the personal delivery of same to the party receiving such notice. Any notices which Composer is required or may desire to give to the Producer hereunder will be in writing and given by addressing the same to Producer at its address shown on the face hereof.

9. Governing Law:

This Agreement is entered into in the State of California and will be subject to and governed by the laws of said State. Any lawsuit or action by Composer against Producer arising out of or otherwise relating to this Agreement will be filed and presented in the county of Los Angeles, State of California.

10. Remedies:

The services to be rendered by Composer hereunder and the rights and privileges herein granted to Producer by Composer are of a special, unique, unusual and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and a breach by Composer of any of the provisions hereof will cause Producer irreparable injury and damage. Producer will be entitled to injunctive and other equitable relief to prevent Composer's breach or provide redress for such breach or attempted breach of this Agreement, but resort to such equitable relief shall not constitute a waiver of any of Producer's other rights or remedies. If Producer breaches any provision, covenant or warranty of, this Agreement, Composer's sole remedy will be the recovery of monetary; damages in an action at law, and in no event will Composer be entitled to enjoin the release and distribution of the Picture and/ or the Albums and/or the Single to any other equitable relief. Producer will not be deemed to be in breach of this Agreement unless Producer has failed to cure an asserted breach within thirty (30) days after receipt of written notice by Composer to Producer specifying in detail the nature of such asserted breach by Producer.

11. Paragraph Heading:

The headings or titles of the several paragraphs of this Agreement are inserted solely for convenience and are not a part of, nor will they be used or referred to in the interpretation of any provision of this Agreement.

12. Taxes:

Producer will have the right to deduct, without liability to Composer, from the consideration payable to Composer pursuant to this Agreement, all taxes, withholdings and any other payments required to be withheld by any governmental body, agency or entity, or under the terms of any collective bargaining agreement.

13. Indemnity:

In the event any person, firm or corporation makes any claim or demand against Producer which is inconsistent with any warranty, representation or agreement made or purported to be made by Composer hereunder, Composer will indemnify and hold Producer and its assignees harmless from and against any and all costs, damages, expenses, attorneys' fees, liabilities, settlements and judgments arising therefrom.

14. Entire Agreement:

This Agreement is intended by the parties hereto as a final expression of their agreement and understanding with respect to the subject matter hereof and as a complete and exclusive statement of the terms thereof and supersedes any and all prior and contemporaneous agreements and understandings relating thereto. This Agreement may not be modified or amended nor any provision hereof waived, except by a writing signed by the party against whom such modification, amendment or waiver is being asserted, and any failure to enforce any term or condition of this agreement will not be deemed a waiver of such term or condition.

15. Miscellaneous:

Nothing herein contained will be construed so as to require the commission of any act contrary to law and wherever there is a material conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter will prevail, but in such event the provision of this Agreement affected will be curtailed or limited only to the extent necessary to bring to within legal requirements. Without limiting the generality of the foregoing, in the event any compensation or other monies payable hereunder are in excess of the amount permitted by any statue, law, ordinance or regulation, payment of the maximum amount allowed thereby will constitute full compliance by Producer with the payment requirements of this agreement.

This Agreement will inure to Producer's benefit, and to the benefit of all persons, firms or corporations who may have heretofore or may hereafter acquire the right to broadcast, distribute, exhibit, advertise and/or otherwise exploit the Picture, the Albums and/or the Singles, or any of the results and proceeds of Composer's services hereunder.

HERE ENDS THE STANDARD TERMS AND CONDITIONS

EXHIBIT “A"

CREDIT INFORMATION (Composer)

Name of Composer Picture: “A Little Something About Noel”

Producer: Paul Garcia

Contract Dated: April 10, 2017

Composer will be accorded screen credit substantially in the form:

"MUSIC BY: Composer's Displayed Name”

Notwithstanding the foregoing, screen credit will be given only if:

(i) Composer faithfully and completely keeps and performs each and every covenant and condition on Composer's part to be kept and performed under the agreement to which this Exhibit "A" is attached;

(ii) the Score of the Picture as released shall have been principally composed by Composer as determined in Producer's discretion; and

(iii) only if this Agreement has not been terminated by reason of Composer's breach or default.

(iv) credit in paid ads shall be at Producer's sole discretion.

EXHIBIT “B"

PHONORECORD ROYALTIES

Should Producer, or any subsidiary or affiliated company, or any company which may have the right to distribute the Picture, or any company which may be or become the owner of the Picture, or of the underlying literary property and screenplay, or any assignee or licensee of Producer, enter into an agreement ("Record Agreement") with one or more record companies ("Record Company") for the exploitation of the score ("Score") of the Picture by way of producing phonorecords of the Score including, without limitation, a soundtrack album based on the Picture ("Soundtrack Album") and/or any "singles" derived therefrom, and should such phonorecords embody the Score as performed by and/or conducted by Composer. Composer shall receive a royalty which royalty shall be computed and determined in all respects as follows:

(i) All recording costs incurred by Producer and/or the Record Company for producing the soundtrack to the Picture, the Soundtrack Album, and all other costs chargeable by the Record Company against Producer or by Producer against Composer by reason of breach of the obligations and representation of Composer hereunder or under the terms of the Agreement to which this Exhibit "B" is attached (such right being without waiver of any right or remedy of Producer) (all of the foregoing being referred to hereinafter as the "Recoupable Costs") shall be recoupable from the Composer's Royalty.

(ii) As used herein "recording costs" shall include, without limitation, the cost of all instrumental musicians, vocalists, conductors, arrangers, orchestrators, copyists, producers, etc., payments to a trustee or fund to the extent required by any agreement between Producer and/or the Record Company and any labor organization or trustee, all studio, tape, editing, mastering and other similar costs which are customarily recognized as recording costs in the phonograph record industry.