Matt Holsen -- Template for a Work-for-Hire agreement.
The agreement between me and my arranging clients is put together from the language below. Some parts may not apply to some jobs, and would be left out. Note that this agreement only covers writing the arrangement. Booking session players and conducting a recording session is a separate job.
ARRANGER AND WORK-FOR-HIRE AGREEMENT
THIS AGREEMENT is made on ____________________, by and between Matthew S. Holsen ("Arranger") and the client named below ("Client").
Client's Name: ___________________________________________________________
Client's e-mail address: ____________________________________________________
1. Client hereby engages Arranger to create ___ musical arrangement[s], as follows:
Song title: ___________________________
Description of arrangement: __________________ [ this description is important! ]
Song title: ___________________________
Description of arrangement: _________________________________________________
[More lines are added if needed]
2. Client and arranger have consulted on the nature of the arrangement[s] and have agreed that the above Description[s] is an [are] accurate and sufficient description[s] of Client's requirements. Client has delivered to Arranger an audio file (Reference Audio) [other reference] of each song for which an arrangement is to be created.
3. The arrangement will be delivered as separate audio files for each instrument or section in .wav or .aiff format, 16 or 24-bit, on CD-ROM or DVD-ROM. These files will be created with digital samples. [The files will synchronize with the Reference Audio described above.]
3. The arrangement will be delivered as score and parts, on paper and/or in .pdf format and/or in Finale 2000 format, as Client wishes.
4. Arranger will complete a draft version of the arrangement, make an audio demo and send an mp3 file of the demo, by e-mail, to client by _____________ [Or whatever we agree...]
5. If Client, after reviewing the demo, desires any changes in the arrangement, Arranger will make them and deliver a second draft incorporating the changes within _______ days of Client specifying such changes.
6. If Client approves the first or second draft, Arranger will complete the arrangement and deliver the audio files [or pdf's of parts or whatever] within _____ days of Client's approving the draft. If Arranger mails the media incorporating the files by registered mail to Client at the above address at least three days before the due date, or notifies client that the media are available during normal business hours at Arranger's place of business at least one day before the due date, the finished arrangement shall be deemed to be delivered on time.
7. Fee: Client will pay Arranger a fee of $_______ for his services, as follows:
$_____ on signing this agreement.
$_____ on approval of the Draft.
$_____ on delivery of the finished arrangement. [Usually 1/3 each]
The next paragraph covers what happens if you're not happy with the demo or with the final product. It doesn't happen often (I can think of only two times since I've been doing this) but there's always the risk, and we should agree on how that risk is split.
8. The parties acknowledge that creating a musical arrangement involves judgement and taste, that the above Description[s] is [are] not and cannot be exact , that Client's request for changes in the arrangement must likewise be inexact, and that there is a possibility that the Demo or the final product will not be satisfactory to Client, even though it conforms substantially to the Description. In view of these facts, the parties agree that:
(a)Client's initial payment is not refundable, unless Arranger fails to complete the Demo by the specified time, or the Demo does not conform substantially to the Description above.
(b)Arranger may decline Client's requests to make changes to the arrangement if he believes they are not reasonable. In that event, Client may refuse to approve the Demo and not pay the remainder of the fee, but the first part of the fee will not be refunded.
(c)The second part of the fee is not refundable unless Arranger fails to complete the final product within the specified time.
(d)Client may refuse to accept the final product for any reason, and not pay the final part of the fee, but in that event all arrangements and sound recordings created by Arranger under this agreement shall remain the property of Arranger and Client shall have no right to use them in any way without Arranger's consent.
The next paragraph is the most important for you. It says that if you pay for it, you own the copyright, just as if you had created it. That is not automatically the case. For more on Work-for Hire, see en.wikipedia.org/wiki/Work_for_hire.
9. All the arrangements and the sound recordings produced under this agreement are "Works Made for Hire" under the Copyright Act. Once Client has paid Arranger the entire fee, the copyright in the arrangement and in the sound recordings will belong solely to Client.
The next paragraph applies to arrangements delivered as audio tracks created with samplers (which is most jobs these days). It says that I guarantee I'm not selling you something made with stolen goods, and that you won't take apart the tracks and use individual samples to make something new, which would be using the property of some third party without permission (or, if you do, and they come after me, you cover me). Copyright law can be tiresome, but if we're in the music business that's the house we all live in.
10. Arranger warrants that the samples used in producing the sound recordings are legally obtained and that he has licences to use the samples in his musical arrangements. Arranger agrees to hold Client harmless from claims arising from his breach of the above warranty. Client acknowleges that copyright in the samples themselves belong to the parties who created or published them, that the the samples are licenced to Arranger for use in works created by Arranger, and that for Client to extract samples for use in other works, or in a non-musical context, would breach the copyright of those parties. Client agrees not to extract any samples that are incorporated in works delivered under this agreement and use them in a way that violates the copyright of the publishers or creators of those samples, and agrees to hold Arranger harmless from claims arising from Client's breach of such parties' copyright.