Black Lab Music Ltd, or its representative, is herein referred to as THE COMPOSER.

All music produced by THE COMPOSER is herein known as THE WORKS.

The Production Agreement that details THE WORKS to be produced by THE COMPOSER is herein known as THE COMMISSION.

The person who has commissioned THE WORKS as described in the Production Agreement (THE COMMISSION) is herein known as THE CLIENT.

The use of THE WORKS across various media (such as but not limited to Websites, YouTube, and social media) will herein be known as THE MEDIA.

The copyright and all other rights in THE WORKS to the extent not expressly granted to THE CLIENT hereunder shall belong absolutely and be reserved to THE COMPOSER or his/her assignee.

Unless otherwise stated in THE COMMISSION, the copyright and all other associated rights (Public Performance, Synchronisation, and Mechanical), shall always remain with THE COMPOSER.

THE COMPOSER shall license THE WORKS to THE CLIENT on either an Exclusive or Non-Exclusive basis, covering specific use of THE WORKS.

A Non-Exclusive license grants THE CLIENT the rights to use and re-use THE WORKS as detailed in THE COMMISSION. THE COMPOSER retains the right to use and re-use the music, in whole or in part, in other productions, sell to other clients, or make available in Music Libraries, or to use THE WORKS in any way and in any medium THE COMPOSER wishes. Note: This is like a Royalty Free Library Music license granted by ‘Royalty Free’ music libraries such as AudioJungle and Artlist.

An Exclusive License means that THE CLIENT is the only person who will have permission from THE COMPOSER to use THE WORKS. THE COMPOSER will not be able to re-use in whole or in part any of THE WORKS.

THE COMPOSER will retain the Copyright and all other rights as detailed in Section 2.

THE CLIENT is not authorised to transfer ownership or any aspect of the license or to re-license THE WORKS to any other party.

The COMPOSER is a member of the Performing Rights Society (PRS) and The Mechanical Copyright Protection Society (MCPS).

THE WORKS will be registered with the PRS to claim any Performance and Mechanical rights as are available. Therefore, this contract is subject to the express reservation of the rights in THE WORKS which have been assigned to the PRS.

Nothing herein contained shall prejudice the rights of THE COMPOSER to receive royalties distributable by the MCPS from licensing agreements on first performance of THE WORKS or any export or other fee or royalty in those instances where the agreement between the broadcaster and MCPS so provides.

THE WORKS will be registered with ‘Identiffy’ Content ID service.
NOTE: This service protects copyright holders from music being used without permission and protects clients from their Exclusive Audio being used without permission.

a) In consideration of THE COMMISSION, THE CLIENT agrees to pay THE COMPOSER the Total Fee specified in THE COMMISSION as follows:

1. A 50% non-refundable deposit of the Total Fee payable for completion of THE COMMISSION before the commencement of production of THE WORKS. By paying this non-refundable deposit, THE CLIENT agrees to these Standard Terms and Conditions, and any supplementary conditions as detailed in Appendix A of THE COMMISSION.

2. The remaining 50% of the Total Fee will be payable on completion of THE WORKS as described in THE COMMISSION. This will be paid within seven calendar days of completion.

b) Changes to THE WORKS
Having agreed the draft outline of the music, known as the ‘Pencil Sketch’, any additional changes to the Pencil Sketch or further changes to the tone, genre, style, melody, musical structure, timing, tempo, or composing in any way will be charged at £75/hour of THE COMPOSERS time billed on a per hour basis.

By commissioning THE COMPOSER to produce THE WORKS, as identified by THE CLIENT acting in accordance with Section 6.1.1, THE CLIENT will make themselves available to THE COMPOSER at least once per 14 calendar days.

THE CLIENT will review and comment on THE WORKS created by THE COMPOSER within 14 calendar days of THE WORKS being sent to THE CLIENT by THE COMPOSER, with Day 1 being the date THE WORKS were sent to THE CLIENT by THE COMPOSER.

THE CLIENT will provide a written ‘Review and Comment’ that will give clear guidance to THE COMPOSER on what THE COMPOSER is required to do for THE WORKS to be completed as described in THE COMMISSION.

If THE COMPOSER does not receive a written ‘Review and Comment’ within 14 calendar days, then THE CLIENT will immediately pay the total amount required as if the THE COMMISSION was completed, as detailed in THE COMMISSION. 

If THE CLIENT wishes to review THE WORKS for a period of more than 14 calendar days as detailed in Section 7.2, they will seek an extension from THE COMPOSER before the expiry of 14 calendar days. If no extension has been sought, or THE COMPOSER does not authorise an extension, and the review period exceeds 14 calendar days, THE CLIENT will immediately pay the total amount outstanding as if THE COMMISSION has been completed. 

If THE CLIENT wishes to pause THE COMMISION for a period of more than 14 calendar days, then THE CLIENT will immediately pay the total amount outstanding as if THE COMMISSION has been completed. 

Until the total project cost as detailed in THE COMMISSION is paid in full, THE WORKS sent to THE CLIENT will contain an embedded, audible watermark that says, ‘Black Lab Music’ every 5 to 10 seconds. This is to prevent unauthorised use of THE WORKS.

THE CLIENT is not authorised to use THE WORKS that contain an embedded, audible watermark for any purpose other than to ‘Review and Comment’ on THE WORKS to give THE COMPOSER clear guidance on what THE COMPOSER is required to do for THE WORKS to be completed as described in THE COMMISSION.

THE CLIENT is not authorised to use THE WORKS until full payment is received as detailed in THE COMMISSION and the Licence Agreement has been received by THE CLIENT.

On receipt of full payment as detailed in THE COMMISSION, THE COMPOSER will send a non-watermarked version of THE WORKS to THE CLIENT along with the License Agreement for use of THE WORKS.

Unless stated in THE COMMISSION, travel costs and associated on-costs will be charged to THE CLIENT at the following rate:

1. Mileage: £0.45 + VAT per mile.

2. Other subsistence costs such as accommodation, meals and parking will be charged at the rate they cost THE COMPOSER.

THE CLIENT hereby undertakes:

1. To supply THE COMPOSER with a copy of the Music Cue Sheet and on request the opportunity to check this with a copy of the Production in its final version and THE CLIENT undertakes to alter any errors in the Music Cue Sheet promptly and to submit the same to the broadcasting/transmitting authority or distributors of the Production.

To ensure that all copies of the Production, supplied by THE CLIENT and its licensees are accompanied by a copy of the Music Cue Sheet and that the appropriate broadcasting/transmitting authority/distributor will be notified of the full details of the Work (Title(s), Duration, Composer and copyright owner) so that such authority/distributor may fully comply with its obligations in respect of the use thereof to all relevant collection societies including without limitation PRS and MCPS and their affiliates.

Upon the reasonable request of THE COMPOSER to supply to THE COMPOSER full details of all sales of the Production and any overseas transmissions and any other exploitation of the Production, including any version or translation thereof.

The Composer shall be accorded credit on screen or on air separately in the main credits and, on the packaging of all audio and audio-visual devices embodying THE WORKS. The wording of the credit shall be as follows:

“Composer: Michael Coltham, Black Lab Music Ltd”​

Under no circumstances will THE WORKS created by THE COMPOSER for any client be used to train Artificial Intelligence. This is without exception.

Any Client who breaches clause 11.1 agrees that their license and permission to use THE WORKS in any circumstances worldwide will be terminated immediately.

This Agreement will be interpreted in accordance with the laws of England, and the Courts of England and Wales shall be the Courts of Sole Jurisdiction.

Either party shall be entitled to terminate this Agreement upon written notice with immediate effect if: a) the other party is in material breach of any of its obligations hereunder and fails to remedy the relevant breach within 14 days of its receipt of written notice specifying the breach and requiring its remedy; or b) the other party becomes insolvent or enters into liquidation or administration or ceases trading or enters into a composition with its creditors.

In the event of termination under this clause, any licenses granted to the Commissioner by the Composer under this contract will terminate automatically and forthwith, but without prejudice to rights granted to third parties.

Nothing in this Agreement will give rise to a partnership, joint venture, or relationship of employer/employee between the Commissioner and the Composer.

Any notice served pursuant to this Agreement shall be deemed validly served if delivered by hand or sent by first-class special delivery post to 10 Gordon Court, Well Street, Loose, Maidstone, Kent ME15 0QF or to such other relevant address as is subsequently notified to the party sending the notice. A courtesy copy of any notice to the Composer shall be sent simultaneously to the Musicians' Union, 60-62 Clapham Road, London SW9 0JJ, for the attention of the General Secretary.