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Musical Arrangement Work for Hire Agreement
THIS AGREEMENT made on [Date] by and between [Name] of [Address], hereinafter referred to as "Undersigned" an employee for hire of [Name] of [Address], hereinafter referred to as "Employer" agree as follows:
WHEREAS, Undersigned will at Employer's request and at direction will make an arrangement of the music of a composition [Composition] entitled:
NOW, THEREFORE, in consideration of the sum of [$------] and other good and valuable considerations, the receipt of which is hereby duly acknowledged, the undersigned hereby confirms said employment and agrees that such arrangement shall be a work made for hire of Employer.
In the event such arrangement shall be deemed not to be a work made for hire, then the undersigned hereby sells, assigns, and transfers over to Employer, and releases and quitclaims unto Employer, its successors and assigns, all right, title and interest in and to the Composition and all rights therein and thereto, for the United States and throughout the world, forever, including any and all copyright terms, and all extension terms of copyright, for all uses and purposes whether now known or hereafter created, free from payment of any royalty or further compensation.
Credit may be given for said arrangement to the undersigned or not at all. The undersigned warrants and represents that he has not sold, transferred, assigned or otherwise disposed of any right, title or interest in or to any of the rights, referred to in this agreement; and that except insofar as the work is based on material hereinabove described the same is original with him.
Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with U.S. Mail. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:
If to the [Undersigned]:
[city, state, zip]
If to the [Employer]:
[city, state, zip]
All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; (--) business days after deposit in U.S. Mail, postage prepaid, if mailed; when answered back, if faxed; and when receipt is acknowledge. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
All costs incurred in enforcing this Agreement and in collection of sums due, to include, without limitation, reasonable attorney fees through all trials, appeals, and proceedings, to include, without limitation, any proceedings pursuant to the laws of the United States and any arbitration proceedings, shall be paid by [Name].
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
Failure to Object Not a Waiver. The failure of a party to object to, or to take affirmative action with respect to, any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach or of any future violation, breach, or wrongful conduct until (--) days since the wrongful act or omission to act has passed.
Unenforceable Terms. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.
Execution In Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.
Incorporation By Reference. All exhibits referred to in this Agreement are incorporated herein in their entirety by such reference.
Cross-References. All cross-references in this Agreement, unless specifically directed to another agreement or document, refer to provisions in this Agreement, and shall not be deemed to be references to any overall transaction or to any other agreements or documents.
Miscellaneous Provisions. The various headings and numbers herein and the grouping of provisions of this Agreement into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Agreement shall in all cases be construed in accordance to its fair meaning as if prepared by all parties to the Agreement and not strictly for or against any of the parties.
Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
Headings. The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof.
Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.
Entire Agreement. This Agreement including any attachments is the entire agreement between the parties and there are no other promises or conditions in any other written agreement.
This Agreement supersedes any prior oral agreements between the parties.
Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.
No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.
Applicable Law. This Agreement shall be governed by the laws of the State of [State].
Time of The Essence. Time is the essence of this agreement.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].
This Section for Notary:
STATE OF -------)
) ss: [Date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]