CONSORTIUM MEMORANDUM OF UNDERSTANDING – CBDNA – College Band Directors National Association

THIS CONSORTIUM MEMORANDUM OF UNDERSTANDING is made effective the ____________ day of ____________________, 20___ among ___________________________________, an individual (“Consortium Leader”); the Consortium Members listed on Exhibit A attached hereto (the “Consortium Members”); and College Band Directors National Association (“CBDNA”), a Texas nonprofit corporation, for the purpose of acknowledging and defining their mutually beneficial relationship, each sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, CBDNA is a 501c3 tax-exempt nonprofit organization whose mission includes the support of band music and musicians, as well as those organizations and institutions that support band music and musicians;

WHEREAS, the Consortium Leader has committed to organizing a consortium of individuals and institutions that have agreed to financially support the composition of an original musical score and parts (the “Work” or, when complete, the “Composition”) by the Composer named on Exhibit A (“Composer”) who will be paid a fee for delivery of the Composition (the “Commission”), which shall be the total of all Consortium Fees as defined below and which arrangement is governed by a separate Composer Agreement;

WHEREAS, the Consortium Members have committed to financially support the composition of the Work by payment of a Consortium Fee for a Composition to be completed by a date certain (the “Delivery Date”),

NOW, THEREFORE, the Parties wish to express their shared understanding relevant to the development of the Work and Composition, and they acknowledge the following in this Consortium Memorandum of Understanding:

A. CONSORTIUM ORGANIZATION

1.1 The Consortium Leader shall be responsible for

i) initiating the engagement of Composer to create the Work as set forth in the Composer Agreement and communicate with the Composer regarding the Work;

ii) agreeing on behalf of the Consortium to the engagement for the Work;

iii) preparing, creating, and delivering to the Consortium Members invoices as directed by CBDNA for the Consortium Fee;

iv) monitoring the progress of the composition of the Work; and

v) providing information to the Consortium Members and CBDNA regarding the status of the Consortium and the progress of the Work.

1.2 The Consortium Members named on Exhibit A agree to

i) pay to CBDNA the Consortium Fee named on Exhibit A to commission the Work and when complete, the Composition (the “Consortium Fee”); and

ii) abide by all agreements of CBDNA regarding use of the Composition as set forth below.

1.3 CBDNA agrees that CBDNA shall

i) assist the Consortium Leader in invoicing the Consortium Members for the Consortium Fee;

ii) receive the Consortium Fee directly from the Consortium Members and pay to the Composer any deposit as required by the Composer Agreement;

iii) hold the remainder of the Consortium Fee until the Consortium Leader notifies CBDNA in writing that the Composition is complete and the Consortium Fee is owed to the Composer; and

iv) pay the remainder of the agreed Consortium Fee to the Composer.

B. ACKNOWLEDGMENTS

2.1 By payment of the Consortium Fee and receipt and use of the Composition, the Consortium Members evidence their acknowledgment and understanding that

i) the payment is a non-refundable payment for the Composition;

ii) CBDNA is acting solely to hold and pay the Consortium Fee to the Composer as defined by the terms of the Composer Agreement but does not guarantee to the Consortium performance by the Composer;

iii) should the Composer default or not complete the Work, CBDNA may, but is not required to recover any deposits or fees paid to the Composer; and

iv) any remaining Consortium Fees not paid to the Composer will be converted to an unrestricted donation from the Consortium Member to CBDNA.

2.2 CBDNA acknowledges that CBDNA is

i) acting as a vendor to the Consortium Members; and

ii) providing services to manage the Consortium Fee and pay the Consortium Fee to the Composer.

2.3 The Consortium Leader accepts the responsibility to

i) manage the Consortium process;

ii) remain in communication with the Composer and Consortium Members; and

iii) assure delivery of the Composition to the Consortium Members.

C. OTHER MUTUAL UNDERSTANDINGS

3.1 License, Term, and Limitations. By payment of the Consortium Fee and receipt or use of the Composition, the Consortium Members acknowledge that they have received the Composition and agree that they have received an assignment of CBDNA’s transferable license to use the Composition (the “License”), detailed on Exhibit A. The Consortium Members also acknowledge and understand that the Composition is not to be altered, modified, sold, transferred, or loaned to any other non-Consortium Member party or entity. By receipt and use

3.2 Transfer and Assignment of License. By delivery of the Composition and acceptance of the Composition by the Consortium Members, CBDNA assigns and transfers the License as detailed on Exhibit A, and is released from any further responsibility to the Consortium Leader or the Consortium Members.

3.3 End of Responsibility. By delivery of the Composition to the Consortium Members, the Consortium Leader is released for any further responsibility for the Work or the Composition or its use as described herein.

These mutual understandings are acknowledged by the Parties and by the Consortium Members upon payment of the Consortium Fee, and receipt and use of the Work or the Composition.

____________________________ ____________________________

Chair, Board of Directors Consortium Leader

College Band Directors National Association

EXHIBIT A

EFFECTIVE DATE: __________________________

COMPOSER: _________________________

TITLE OR DESCRIPTION OF THE WORK: _________________________

TOTAL COMMISSION AMOUNT: ___________________________

TERMS OF LICENSE:

[insert terms below—see suggestion]

Time of License (one year**, two years**, in perpetuity**)
Due Date of Delivery
Period of Exclusivity
Parameters of the Commission
Instrumentation and Duration

By participation in the Consortium, including payment of the Consortium Fee, receipt of the Composition, and use of the Composition, the Consortium Members listed below acknowledge that they have received, acknowledge, and understand the terms and conditions of the Consortium Memorandum of Understanding.

CONSORTIUM MEMBERS:

______________________________________, by and through ___________________________ [name of Contact]