SAMPLE COMMISSIONING AGREEMENT AGREEMENT entered into [Date] by and between ‘The Really Big Philharmonic ("Commissioner” or “Orchestra”) AND Joe Composer (*Composer”) WHEREAS, Commissioner wishes to commission Composer to create an original musical composition (the “Work") for exclusive performances by Commissioner during “Exclusivity Period” (defined in Paragraph 5 below); NOW, therefore, for good and valuable consideration, the parties hezeto agree as follows: 1) COMMISSIONED WORK: The composer hereby accepts said commission described as an orchestra work with a duration of 25 to 35 minutes. The Work shall be scored for a maximum instrumentation as follows, with doublings limited to those indicated: 3 flutes (3rd doubling piccolo) 3 oboes (3rd doubling English Horn) 3 clarinets in B-flat (rd doubling bass clarinet) 3 bassoons (3rd doubling contrabassoon) 4 hors in F 3 trumpets in C (or B-flat) 3 trombones 1 tuba 1 timpani 4 percussion 1 piano (doubling celesta) 1 harp strings (18-16-14-12-10 players) 2) COMMISSION FEE AND DELIVERY SCHEDULE: In consideration of the Composer's acceptance of commission, Commissioner shall pay $600,000 (the “Commission Fee”) plus copying costs ‘of up to $100,000 to the Composer. Said fees shall be payable in the following manner: a) Initial Payment: $300,000 shall be paid to Composer by Commissioner upon signing of this Agreement by all parties hereto. b) Score Delivery: $300,000 shall be paid to Composer by Commissioner upon delivery of a reference copy of the full orchestral score no later than June 1, 2012 ("Delivery Date”) c) Parts Delivery: up to $100,000 shall be paid to Composer by Commissioner upon delivery of a full set of orchestral materials by July 1, 2012, Composer must provide copies of invoices for all copying costs. Sample Commisioning Contract—13) PREMIERES AND PERFORMANCES: The World Premiere and subsequent performances are scheduled to occur in the period between the World Premiere and the end of the Exclusivity Period as specified in Paragraph 5b, below. 4) RENTAL AGREEMENTS: Commissioner shall be entitled to perform the Work free of rental fees during the Exclusivity Period. 5) GRANT OF EXCLUSIVE RIGHTS: The following exclusive rights are granted by Composer to Commissioner: a. World Premiere: The exclusive right for Commissioner to present the World Premiere performance of the Composition, provisionally scheduled to be in the fall of 2012, without obligation to pay any rental fees to Composer. b, Exclusivity Period: Following the World Premiere, additional live performances may be given only by Commissioner for a period of one year after the World Premiere. Radio Broadcast and Internet Webcast: Commissioner shall have the right to broadcast all performances live on a local radio station, or as part of a national or internationally syndicated delayed. broadcast program, subject to public performance licensing from Composer's performing rights society (ASCAP, BMI, or SESAC) The sight to present Internet Webcasts (“Webcasts”) shall be subject to the requirement that Commissioner must present a a copy of a current ASCAP/BMI/SESAC Webcast license issued to the Website entity who will offer the Webcast. Webcasts shall be streamed only, and not available for download. 6) First Commercial Recording: The right to record and distribute the first commercial recording of the Work will reside exclusively with the Commissioner for a period of 2 years following the world premiere, with the right of first refusal thereafter, subject to payment by the recording company of normal recording and mechanical fees, Recording and distribution formats include all formats currently available (such as, but not limited to, compact dise recordings and distribution via internet and wireless services), as well as those yet to be invented, 7) PERFORMING RIGHTS LICENSE: Commissioner warrants they shall be licensed by ASCAP/BMU/SESAC at the time of each of its performances of the Work. Commissioner will send two copies of all programs to the appropriate Performing Rights Society, for any and all performances of the Work inclusive of the World Premiere performance. 8) OWNERSHIP OF MANUSCRIPT AND PERFORMING MATERIALS: It is understood that all ‘manuscripts or original electronic files shall remain the property of Composer or Composer's authorized ‘Sample Commissioning Coneact—2agent, and that all copies of the original electronic fies and performance materials (including sets produced for the initial set of performances by Commissioner) shall be, at all times, the property of Composer, and that all such materials are to be returned to Composer upon conclusion of the premiere set of performances. a. Composer agrees to send one set of performance materials to Orchestra for its archives as well as to provide, if necessary, clean score and set of parts in the event of major revisions fo the Work. “This sot shall remain the property of Composer but may be held by the Orchestra on permanent Joan for its own performances after the Exclusivity Period, provided that the Orchestra reports cach such performance to the Composer and his/her Performing Right Society and pays all necessary fees, including rental fees. b. Commissioner shall be entitled to retain three copies of the fall score, autographed by the Composer and to be provided by Composer. 9) CREDITING: The full. commissioning credit for the work is as follows: <[Work title] was commissioned by The Really Big Philharmonic with support from the Really Tiny Foundation.” Composer warrants that this credit will appear in full on the notes page of the printed/published score, 10) COMPOSER PARTICIPATION: The Composer's active presence and participation in program activities plays an important role in realization of the commission. Composer shall be present at the World Premiere. ‘The Orchestra shall make all arrangements for Composer's activities while present, as well as for travel, accommodations and subsistence costs. Commissioner shall be responsible for full payment of Composer's travel expenses inchiding coach airfare or equivalent, hotel, and meals. 11) PERFORMANCE TICKETS: Commissioner agrees to provide 4 (four) complimentary tickets to each, performance, in the best possible location, to Composer, if requested. 12) REFERENCE RECORDING: Commissioner agrees to provide Composer with a reference recording of each pesformance of the Work for archival non-broadcast use only. 13) RESERVATION OF RIGHTS: The Composer reserves all rights in the Composition not expressly granted herein. The Composer shall grant no rights during the period of any specific exclusive rights granted to Commissioner hereunder which are inconsistent with Commissioner's said exclusive rights. Samspe Commissioning Contiet—314) COPYRIGHT OWNERSHIP: Composer shall copyright the musical score of the Work in Composer's ‘name and shall maintain copyright protection in and to the Work throughout the Exclusivity Period. 15) FORCE MAJEURE: No party hereto shall be liable for a breach of this Agreement occasioned by events cor causes beyond the reasonable control of such party, including without limitation acts of God, strikes, utilities or transportation failure on an industry-wide scale, bankruptcy, etc. Composer shall exercise best efforts to meet the delivery deadlines and shall reasonably keep Commissioner Spokesperson informed of the expected progress towards that deadline. 16) NON-FULFILLMENT: a. Non-fulfllment by Composer: If Composer is unable to fulfill the Delivery Date for any cause including but not limited to Force Majeure, and if the parties have not been able to reach written Agreement on a revised Delivery Date, then upon receipt of a written Cancellation Notice from the Commissioner this Agreement will become null and void. Composer's sole liability to the Commissioner shall be the refund of any sums previously paid to Composer. Refund shall occur within 30 days of receipt of the Cancellation Notice. b, Performance Cancellation: If for reasons other than Force Majeure, the Commissioner cancels its performance(s) of the Work and cannot schedule the World Premiere performance by December 2013, all rights granted herein by Composer to Commissioner revert to Composer. 17) GOVERNING LAW: This Agreement shall be construed and governed according to the laws of the State of New York applicable to Agreements made and wholly performed within that state. 18) ENTIRE AGREEMENT: This Agreement supercedes any prior oral or written Agreements or other understandings of any kind and embodies the entire understanding of the parties hereto with respect to its subject matter and may not be modified except in writing, signed by duly authorized representatives of the parties, and sent via registered mail to the addresses below. 19) NOTICES: Written notices under the Agreement and all other communications may be sent as follows: a. To the Commissioner: [Address] b. To the Composer: [Address] ‘Sample Commissioning ContactSIGNATURE PAGE FOLLOWS WHEREFORE the parties, intending to be legally bound, have affixed their authorized signatures below on the date frst written above: Commissioner: ‘Sign, date, print name Composer: Sign, date, print name ‘Sample Commissioning Contact—S