(date)________
  
Billy Hale Music
3317 16th Avenue South
Seattle, WA 98144 
(206) 324-8808 
  
Mr. Fred Filmmaker 
Fred Film Works, Inc. 
9999 Sunset Boulevard 
Suite 007 
Los Angeles, CA  90099 
  

Dear Mr. Filmmaker: 
  
Thanks for the opportunity to work with you on Fred’s Nightmare. The following will
outline the agreement between Fred Film Works, Inc. ("Producer") and Billy Hale Music
("Composer") in conjunction with the motion picture currently entitled Fred’s Nightmare 
("Film").
  
Services: Producer hereby engages Composer as an independent contractor to compose 
the score for Fred’s Nightmare (hereinafter called "Score") including all underscore and 
non-vocal source music under the direction and approval of Producer. 
  
Producer agrees to pay for all production costs incurred in the orchestration and recording 
of score including but not limited to the following: 
  
     (a)     Orchestrator(s) 
     (b)     Music Preparation Services (including copyists) 
     (c)     Recording Costs (including musicians, applicable 
              union benefits and payments, and all studio and 
              recording session costs) 
     (d)     Media Costs (including all tape costs and storage   costs) 
     (e)     Vocalists requested by producer 
     (f)     On-camera and/or "sidelining" musicians 
     (g)     Re-use, New Use, and all Residual payments to musicians 
  
Producer reserves the exclusive right to choose, negotiate, and approve any and all costs 
incurred in the orchestration and recording of the score. 
  
Composer agrees to conduct and supervise at all music recording sessions. 
 
First Priority to Film: Composer agrees to give this project "first priority" during the term 
of this agreement and not expend substantial efforts on other composing work.

Disposition of Score: Producer reserves the right not to accept, use, or promote in any 
way the Score as provided by Composer.  Producer reserves the right to request and 
Composer agrees to make such changes as Producer deems appropriate in the Score prior 
to delivery. 
  
Delivery: Composer will deliver final music mix recordings as follows: 
  
     (a)     Producer will provide Composer with time code work 
              tape containing the final edit ("locked" picture) no 
              later than (date)_________. 
  
     (b)     Composer will prepare synthesizer demos of principal 
              cues and themes for review by Producer no later than 
              (date)________. Producer agrees to provide any notes 
              or corrections based on these demos to Composer no later 
              than (date)________. 
  
     (c)     Composer agrees to deliver final music mix recordings 
              no later than (date)________. 
  
     (d)     Producer to specify tape format and any other 
              technical details for final music mix delivery. 
  
Compensation: Producer agrees to a fee of $________, payable as follows: 
  
     $______      payable upon execution of this agreement or 
                     commencement of work, whichever comes first; 
  
     $______      payable upon commencement of recording sessions, 
                     and 
  
     $______      payable upon completion of the recording sessions 
  
All payments should be sent to Billy Hale Music at the address included at the end of 
this agreement. 
  
Screen Credit: Single Card Credit in the Main title of the picture on a separate card to 
read: 
  
     Music Composed and Conducted By 
          Billy Hale and Jim Chase 
  
Size and placement at the Producer’s discretion, however size to be no less favorable 
than that afforded the Director or Writer.
  
Music Publishing and Performing Rights Royalties: The music publishing company 
designated for the Score will be FredFilm Music  Publishing (ASCAP). FredFilm Music 
Publishing will own 100% of all worldwide music publishing rights for the Score as 
described herein. Producer agrees to specify Billy Hale Muisic (ASCAP) as 100% writer and 
FredFilm Music Publishing (ASCAP) as 100% publisher for all music composed by Billy Hale 
Music on performing rights cue sheets. Producer agrees to prepare accurate 
performing rights cue sheets and file with ASCAP and provide a copy to Composer no later 
than 30 days after the sound mix of the film.

Ownership of Sound Recordings: The owner of the final sound recordings for all music 
used in the Film will be Fred Film Works. Fred Film Works will own 100% of all worldwide 
master rights to all music written by Billy Hale Music used in the Film. 
  
Rights of Producer: Composer acknowledges and agrees that Producer shall be deemed 
the author of the Score and shall own, and to the extent necessary to accomplish such 
ownership by Producer, Composer hereby sells, grants, assigns, and transfers to Producer, 
irrevocably, absolutely and throughout the entire universe, all rights of every kind, nature, 
and description in and to the Score, the results of Composer’s services hereunder and the 
results of the services of all third parties rendering services in connection with the Score, 
together with all rights of every kind, nature and description in and to the title, words, 
music and performance of the Score and all copyrights therein and extensions and 
renewals of copyrights therein and all rights existing under all agreements and licenses 
relating thereto. 
  
Originality and Copyright Considerations: Composer certifies that Composer composed the 
musical works described herein (the "Score") as an independent contractor engaged by 
Producer. Composer certifies that the Score is wholly original with Composer, except to 
the extent that it is based on or uses material in the public domain or material furnished 
to Composer by Producer, and that Producer is the author at law thereof and owns all 
right, title, and interest in and to the Score and the results of Composer’s services 
rendered in connection therewith (all of which shall be considered as a 
"work-made-for-hire," specially commissioned by Producer as part of an audiovisual work), 
including without limitation all copyrights and renewals and extensions of copyrights 
therein.

Other Royalties: Producer agrees to pay to Composer, and Composer agrees to accept, 
the following royalties with respect to the Score: 
  
(a)     Eight cents ($.08) per copy for each regular piano sheet music copy sold at 
wholesale in the United States, and not returned, and for which Producer is paid, which 
contains music or lyrics of the Score. 
  
(b)  Ten Percent (10%) of the net wholesale selling price (after 
deduction of taxes and customary discounts) of each dance orchestration, folio, composite 
work or other printed publication (except regular piano sheet music copies) sold in the 
United States. 
  
(c)     Fifty Percent (50%) of all net sums actually received by Producer for regular piano 
copies, dance orchestrations, folios, composite works and other printed publications which 
contain music or lyrics of the Score, which are sold outside of the United States, and not 
returned. 
  
(d)     Fifty Percent (50%) of all net sums actually received by Producer 
for licensing of mechanical instrument, electrical transcription, motion picture and 
television synchronization, video cassette and disc recordings (other than soundtrack 
album(s) for the Film). 
  
(e)     Fifty Percent (50%) of any net recovery obtained and received 
by Producer as a result of any legal action brought by Producer against any alleged 
infringer of the Score after deduction of all expenses related to such legal action. 

  
Producer shall not be required to account for or pay royalties on professional or 
complimentary copies and records (including compact discs, tape recordings and other 
embodiments of the Score), or copies and records distributed for promotional or charitable 
purposes. 
  
Soundtrack and Song Compilation Album Royalties: Should Producer release or cause to be 
released any soundtrack albums containing music from the Film, Producer shall pay to 
Composer a royalty fee of 8% of the suggested retail price for each album sold for 
Composer’s music as used on the album. All other aspects of soundtrack album creation 
and inclusion of Score on any soundtrack or song compilation albums subject to good faith 
negotiation.

Paid Advertising: Producer will make best efforts for composer credit, as set forth above, 
to appear in all advertisements for the film, including print, broadcast, and other forms of 
advertising. Size and placement at Producer’s discretion, however in no case shall size 
and placement be less favorable than that afforded to the director or writer of the film. 
 
Name and Likeness: Composer hereby grants to Producer the non-exclusive right in 
perpetuity to use and grant to others the right to use Composer’s name and likeness in 
any and all media in connection with Composer’s services under this Agreement. 

Warranty and Certificate of Authorship: Composer represents and warrants to Producer 
that (i) Composer has full right and legal capacity to execute and fully perform this 
Agreement and to make the grants, assignments and waivers contained in it,  (ii) that 
Composer warrants and confirms they he is the sole writer of the original musical 
compositions ("Score") delivered to Producer for use in the film and that the Score  will 
not be copied from or based on, in whole or in part, any other work;  (iii) to the best of 
Composer’s knowledge as far as Composer knows or should have known in the exercise of 
due diligence and prudence, nothing in the Score does or will infringe on any property 
right (copyright, trademark, patent right, right to ideas and the like) or personal right 
(defamation, false light, moral right and the like) of any person or legal entity; and  (iv) 
there is no pending or threatened claim, litigation, arbitration, action or proceeding with 
respect to the Score. Composer will indemnify and hold harmless Producer, its affiliated 
companies, successors and assigns, and their respective directors, employees and agents, 
from and against any claim, loss, liability, damages or judgements, including reasonable 
outside attorneys’ fees, arising from any breach of the above representations and 
warranties. 
 
This agreement will inure to the benefit of Producer’s successors, assigns, lessees, and 
licensees. Composer will execute, acknowledge and deliver such additional instruments as 
necessary to confirm the intent of this Agreement. 

  
This instrument is the entire Agreement between the parties and cannot be modified 
except by a written instrument signed by the Composer and an authorized officer of the 
Producer.

  
This Agreement shall be governed by and construed under and in accordance with the 
laws of the State of California applicable to agreements wholly performed therein. 

  
Agreed to and accepted by the following parties on this ______ day of _________, 200x. 
  
  
PRODUCER				COMPOSER 
  
  
_______________________			_______________________    
Fred Filmmaker				Billy Hale