Audio Release Agreement

AUDIO RELEASE AGREEMENT

This Audio Release Agreement (the "Agreement") is made and entered into as of by and between Producer Name: ("Producer") and Contributor Name: ("Contributor").

RECITALS

WHEREAS, Producer records, produces, reproduces and distributes audio recordings and desires to obtain the rights to use the Contributor's voice, performance and other audio contributions in connection with the audio recording described below; and

WHEREAS, Contributor is willing to grant Producer the rights to use such audio contributions under the terms and conditions set forth in this Agreement in consideration of the mutual promises contained herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the audio recording and any derivative works therefrom.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DESCRIPTION OF RECORDING

2. GRANT OF RIGHTS

Contributor hereby irrevocably grants to Producer, its affiliates, licensees, successors and assigns, a perpetual, worldwide, royalty-free license to record, reproduce, edit, adapt, distribute, publicly perform, transmit, broadcast, synchronize, make derivative works of, and otherwise use the Contributor's voice, performance, and other audio contributions embodied in the Recording, in any and all media now known or hereafter devised (the "Rights"). The Rights granted include the right to use Contributor's name, likeness and biographical material solely in connection with the exploitation of the Recording.

The parties select: Exclusive    Non-Exclusive

3. CONSIDERATION

In consideration for the grant of Rights set forth in Section 2, Producer shall provide the following:

4. TERM AND TERRITORY

The license granted in Section 2 is perpetual and worldwide unless otherwise expressly limited in writing. Producer shall have the right to continue to exploit the Recording and derivative works for the fullest term permitted under applicable law.

5. MORAL RIGHTS; WAIVER; RELEASE

Contributor hereby irrevocably waives, to the extent permitted by law, any moral rights or rights of paternity, integrity, or attribution with respect to the Recording and any derivative works. Contributor releases Producer from any claims arising out of the use, alteration, or distortion of the Contributor's audio contribution consistent with the rights granted herein.

6. REPRESENTATIONS AND WARRANTIES

Contributor represents and warrants that: (a) Contributor is an adult with full power and authority to enter into this Agreement; (b) Contributor's performance and the rights granted herein are original and do not infringe the rights of any third party; (c) no prior grant or restriction will interfere with Producer's rights; and (d) Contributor has not granted any rights inconsistent with those granted to Producer in this Agreement.

7. INDEMNIFICATION

Contributor shall indemnify, defend and hold harmless Producer and its licensees, successors and assigns from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Contributor's representations, warranties or covenants set forth in this Agreement.

8. CONFIDENTIALITY

Except as required to exploit the Rights granted herein, neither party shall disclose any non-public, proprietary information of the other party received in connection with this Agreement. This obligation shall not apply to information that is or becomes publicly known through no breach of this Agreement.

9. TERMINATION

Producer may terminate this Agreement for material breach by Contributor if Contributor fails to cure such breach within thirty (30) days after written notice. Termination shall not affect Producer's rights in any Recording created prior to termination nor shall it entitle Contributor to damages for prior exploitation permitted under this Agreement.

10. NOTICES

All notices, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may designate in writing.

11. ASSIGNMENT; SUCCESSORS

Producer may assign or transfer its rights and obligations under this Agreement in whole or in part. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts sitting in the county specified below for any dispute arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any amendment or waiver must be in writing signed by both parties. No failure or delay in exercising any right shall operate as a waiver.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the intent of the parties to the fullest extent permitted by law.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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