Unclear about the implications of this Work-For-Hire contract

[Art Munson]

The exclusive library in question is interested in a finished album that I have pitched them.
Since this is the first production-music album that I have done so far, I have no previous experience with the contract terms that other libraries offer, so I don’t know whether these terms are worse than usual and whether I should be careful about agreeing to some of them. Many clauses seem questionable to me, but I don’t know whether they have become usual for most libraries.

I am especially not clear about the details of the work-for-hire part of the contract (sections 4. and 5. below). If I have understood correctly through my research, in work-for-hire contracts you are usually giving up Sync royalties, or maybe in some cases the PRO royalties as well?
But this contract says that you get 100% of the Writer PRO royalties and 50% of NET sync receipts. Due to my limited experience, I am not clear on what exactly are you asked to give up in this work-for-hire contract that you would otherwise get to keep if it wasn’t a work-for-hire contract.

Are they using a w-f-h contract because they want to register to their name the copyrights to both the Compositions and the Master Recordings. Do some other libraries ask only for the rights to the Master Recordings? And what do you lose when you give over the rights to the Compositions? I have probably read about this somewhere but I can’t remember it now.

Does the library maybe wants to register itself as the author (Composer, Artist) of the compositions? I have seen on their US distributor’s site that for almost all of their albums, except incidentally those of the library owner himself (clearly a case of “Treat others as you would want to be treated”) and of a few other people, that the library is listed as the Artist (Author, Composer) of the albums. Do they maybe register the compositions that way at PROs as well, and then act as a middleman between you and the PRO, passing along what they want of the PRO royalties? Is something like that possible?

[Art Munson]

Forgot to paste this as well:

Here is the entire text of the contract:

This agreement is made and entered into as of this ___ day of ______ 2025, by and between
_________ as Publisher, with its principal place of business at ________________ and
(composer name), residing at (composer address),
IPI/CAE Number: PRO: (“Composer”),

Witnesseth:
WHEREAS, _________ desires to engage Composer to create and produce original musical
compositions (“Compositions”) for use in connection with [Specific Project(s) – e.g., film, video
game, advertisement] (the “Project”); and
WHEREAS, Composer desires to create and produce such Compositions.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants
contained herein, the parties agree as follows:

1. Engagement of Services
1.1 ______ hereby engages Composer, and Composer hereby agrees, to write, compose, arrange,
perform, record, mix, produce, and deliver the Compositions as more specifically described in
Schedule A attached hereto and incorporated herein by this reference (“Services”).

1.2 Composer shall render Services in accordance with ______’s reasonable instructions and
deadlines. _______ shall have the right to approve all aspects of the Compositions, including, but
not limited to, the style, tempo, instrumentation, and overall sound.

1.3 Composer shall render Services on a Exclusive basis during the Term of this Agreement.

2. Term and Termination
2.1 The term of this Agreement (the “Term”) shall commence on the Effective Date and shall
continue until the later of: (i) the date on which Composer has completed all Services to ______’s
satisfaction; or (ii) the date on which this Agreement is terminated pursuant to its terms.

2.2 This Agreement may be terminated by either party upon written notice to the other party if
the other party: (a) breaches any material provision of this Agreement and fails to cure such
breach within thirty (30) days after written notice of such breach; or (b) becomes insolvent or
bankrupt, or makes an assignment for the benefit of creditors.

2.3 In the event of termination of this Agreement for any reason, Composer shall immediately
cease providing Services and shall deliver to ______ all completed and partially completed
Compositions.

3. Delivery and Acceptance
3.1 Composer shall deliver the Compositions to ______ in the format and by the delivery method
specified by ______. ______ shall have the right to reject any Composition that does not meet the
specifications set forth in this Agreement or that is otherwise deemed unacceptable by ______ in
its sole discretion.
3.2 Upon ______’s acceptance of the Compositions, Composer shall provide ______ with all
necessary documentation and materials to enable ______ to register the copyrights in and to the
Compositions in ______’s name.

4. Grant of Rights
4.1 Work Made for Hire: Composer acknowledges, certifies, and agrees that the Compositions
and the Master Recordings are being created as “works made for hire” for ______ as that term is
defined in the United States Copyright Act of 1976, as amended.

4.2 Assignment of Rights: In the event that any Composition or Master Recording is deemed not
to be a “work made for hire,” Composer hereby irrevocably assigns to ______, its successors and
assigns, all right, title, and interest in and to such Composition and Master Recording, including,
without limitation:
• All copyrights and neighboring rights.
• All renewals, extensions, reversions, and revised terms thereof.
• Any and all other ownership and exploitation rights throughout the universe in
perpetuity.

4.3 Scope of Rights: The rights granted to ______ in Section 4.2 include, without limitation, the
exclusive right to:
(a) With respect to both the Compositions and Master Recordings:
• Reproduce, distribute, publicly perform, publicly display, and create derivative works.
• Exploit in any and all media now known or hereafter devised, throughout the
universe, in perpetuity.
(b) With respect to the Compositions:
• Synchronize the Compositions in timed relation with visual images, including, without
limitation, in connection with:
• Motion pictures
• Television programs
• Video games
• Advertisements.

4.4 Waiver of Claims: Composer waives any and all claims to the Compositions and Master
Recordings, including any claims under the doctrine of “moral rights” or any similar doctrine
recognized in any jurisdiction.

5. Royalties and Compensation
5.1 ______ shall pay Composer fifty percent (50%) of ______ ‘s NET Receipts. “Gross Receipts” shall
mean monies actually received and retained by ______ from the licensing, distribution, or other
exploitation of the Compositions (including, without limitation, from Commercial Sales,
Synchronization, DSP and Micro-license Fees), but excluding:
• The publisher’s share of public performance royalties; and
• Any and all third-party costs of commission and/or collection paid or incurred by
______.

5.2 Composer shall be entitled to receive one hundred percent (100%) of the “writer’s share” of
public performance royalties collected by performing rights organizations (e.g., ASCAP, BMI,
SESAC) in connection with the Compositions. Composer shall not be entitled to receive any
portion of the “publisher’s share” of public performance royalties.

5.3 “Commercial Sales” and “Micro-license Fees” shall have the meanings commonly ascribed to
them in the music industry.

5.4 No other royalties or monies shall be paid to Composer. Composer shall not be entitled to
share in any advance payments, guarantee payments, blanket payments, or minimum royalty
payments which ______ may receive in connection with any sub-publishing agreement, collection
agreement, administration agreement, monetization agreement, or any other agreement
involving the Compositions, other than those portions of a pro rata share of a blanket payment
that can be specifically attributed to the Compositions.

[Art Munson]

6. Accounting
6.1 ______ will account to Composer within thirty (30) days following each calendar month in
which income is received and retained by ______ . ______ may change the frequency of accounting
to quarterly if monthly accountings become commercially impractical.

7. Warranties
Composer represents and warrants that:
• It has the full right and authority to enter into this Agreement and to grant ______ all
rights granted herein;
• Composer has not entered into and will not enter into any agreement of any kind
(including, without limitation, recording agreements) that would interfere in any way
with the complete performance of this Agreement by Composer; and
• All musical material delivered by Composer hereunder is original to Composer and
does not infringe upon or violate any copyright, common law right, or statutory right
of any person, firm, or corporation.

8. Indemnifica9on
Composer shall at all times defend, indemnify, and hold harmless ______ , its successors, licensees,
and assigns, and the officers, agents, employees, directors, representatives, and shareholders of
each of the foregoing, from and against all claims, losses, liabilities, judgments, costs, expenses,
and damages (including, without limitation, reasonable attorneys’ fees and legal costs) arising
out of or in connection with any breach or alleged breach by Composer of any warranty,
covenant, representation, or agreement made or to be performed by Composer hereunder.
Composer shall reimburse ________, on demand, for any payment made by ________, at any time after
the date hereof (including afer the date this Agreement terminates), with respect to any
liability or claim to which the foregoing indemnity applies.

[Art Munson]

10. No Obligation to Use Music or Exploit Project
Nothing contained in this Agreement shall be deemed to require ________ or its assigns to publish,
record, reproduce, or otherwise use the Compositions, any part thereof, or any of the proceeds
of Composer’s services hereunder, whether in connection with the Project or otherwise.

11. Independent Contractor
Composer is, and shall be considered at all times, an independent contractor and not an
employee of ________. Composer shall be solely responsible for, and shall indemnify and hold
harmless ________ from and against, any and all claims, liabilities, obligations, demands, losses,
damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to
any employment taxes, withholding taxes, social security taxes, unemployment taxes, workers’
compensation insurance, disability benefits, or any other obligations or liabilities generally
associated with an employer-employee relationship.

12. Assignment and Succession
________ may, at its election, assign this Agreement, or any of its rights or obligations hereunder, in
whole or in part, to any person or entity without Composer’s consent. ________ may also assign its
rights hereunder to any of its licensees to the extent necessary or advisable in ________’s sole
discretion to implement the license granted. In the event that ________ assigns such rights and/or
obligations to any person, firm, or entity acquiring a substantial portion of ________’s assets or any
other financially responsible third party, ________ shall be relieved of its obligations hereunder. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Composer may not assign this Agreement, or any
of its rights or obligations hereunder, without the prior written consent of ________, which consent
may be withheld in ________’s sole discretion.

13. Entire Agreement; Amendment; Waiver
This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior or contemporaneous communications,
representations, or agreements, whether oral or written. This Agreement may not be amended
except by a writing signed by both parties. No waiver of any provision of this Agreement shall be
effective unless in writing and signed by the party against whom the waiver is sought to be
enforced.

14. Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be
struck from this Agreement and the remaining provisions shall remain in full force and effect.

[Art Munson]

*******
Clause 2.3 seems to say that if they for any reason choose to break the contract, you still have to give them all the completed and partially completed tracks. So, even though, at least to my knowledge, they probably aren’t paying you any upfront fees in advance, and even though they are breaking the contract (which means that they won’t pay you any money if the tracks are used), you are still under obligation to hand them over your tracks for free.

Clause 4.2 says that you are working under a work-for-hire agreement. As far as I know, such contracts are usually used when you receive a large upfront fee in return for signing over all the rights. But as far as I know they aren’t giving any upfront fees and they still want a work-for-hire agreement. Is this the case with most of the other production music libraries as well, or is this library giving particularly bad terms?

Clause 5.1 says that you receive 50% of the library’s NET receipts, but it isn’t defined at all what they are allowed to deduce from the Gross receipts to arrive at that, which leaves room for “creative” bookkeeping that would allow them to deduce their employee wages and who knows what else and just give you something like 5 or 10% of Gross receipts for licensing. Do most other libraries also give terms like this?

Clause 5.4 says that you won’t receive a share of any blanket payments that they receive for licensing, which would mean that if they now or in the future choose to offer clients a subscription-based or a blanket-fee model, they wouldn’t give their composers any share of the earnings.

As I have said above, since I have no experience with other libraries, I would like to know whether these terms are worse than average?

[Art Munson]

@EdTr: Generally WFH contracts are a bad deal and you no longer own the song, unless they are paying you a HUGE sum upfront. You need a lawyer!

[Art Munson]

Thanks Art! I’ll try to find a lawyer, if I manage to find one that has experience with the music business.

[Author]

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