Audiobook Development Agreement

AUDIOBOOK DEVELOPMENT AGREEMENT

Effective Date:

RECITALS

WHEREAS, Developer is engaged in the production and development of spoken-word audio recordings and related audio services, including direction, narration supervision, editing, mixing and delivery of master audio files; and

WHEREAS, Client is the owner or authorized licensee of the literary work to be converted into an audiobook and seeks to engage Developer to produce an audiobook version subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Developer shall perform audiobook production services including casting, direction, recording, editing, sound design, proof-listening, final mastering and delivery of master files in formats mutually agreed by the parties. Specific tasks, milestones and technical specifications are described below.

Delivery Schedule: First delivery (rough cut) by ; Final delivery by .

2. PAYMENT TERMS

Client shall pay Developer the total fee for services as set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Deposit: due upon execution of this Agreement. Final payment due upon delivery of final masters and acceptance.

Late Payment: Any amount not received within days of the due date shall accrue interest at per month (or the highest rate permitted by law), plus reasonable collection costs.

3. TERM AND TERMINATION

Term: This Agreement commences on the Effective Date and continues until final delivery and acceptance of the Deliverables, unless earlier terminated as provided herein.

Start Date: . Anticipated Completion Date: .

Termination: Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after days' written notice. Upon termination, Client shall pay Developer for all work performed to the effective date of termination and any non-cancellable commitments.

4. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information excludes information that (i) is or becomes public without breach of this Agreement, (ii) was known to the receiving party prior to disclosure, or (iii) is independently developed without use of the other party's confidential information.

The receiving party shall not disclose confidential information except to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon written request, confidential information and all copies shall be returned or destroyed.

5. RIGHTS, OWNERSHIP AND CREDIT

Ownership: Subject to full and final payment of all amounts due under this Agreement, Developer hereby assigns to Client all right, title and interest in and to the final master audio recordings and deliverables created under this Agreement. Prior to full payment, Developer retains ownership of masters and may use excerpts for self-promotional purposes unless otherwise restricted in writing.

Work Made For Hire: Developer and Client acknowledge that the parties may designate the work as a "work made for hire" to the extent permitted by applicable law. If not a work made for hire, Developer shall execute further instruments necessary to assign rights to Client upon payment.

Credit: Client shall provide credit to Developer in a manner customary for audiobook productions: "Produced by [Developer Name]" where feasible in metadata and product descriptions. Any use of Developer’s name or logo for promotional purposes requires prior written consent unless otherwise agreed.

6. REVISIONS; CORRECTIONS

Developer will provide rounds of revisions to the final masters included in the Total Fee. Additional revisions will be billed at per hour.

7. REPRESENTATIONS AND WARRANTIES

Client represents and warrants that Client owns or controls the necessary rights in the underlying literary work to authorize the creation and distribution of the audiobook and that such use will not infringe the rights of any third party. Developer represents and warrants that deliverables will conform to the agreed specifications and will be free from material defects in workmanship.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party’s breach of its representations, warranties or covenants, or from its negligent or willful misconduct.

Limitation of Liability: Except for liabilities arising from willful misconduct or breaches of confidentiality or indemnification obligations, neither party’s aggregate liability to the other for any claim arising out of or relating to this Agreement shall exceed the total fees paid by Client to Developer under this Agreement.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive venue for any dispute shall be the state or federal courts located within that State.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification shall be in writing and signed by authorized representatives of both parties.

11. GENERAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a sale of substantially all of its assets.

Notices: Notices shall be in writing and delivered to the contact addresses set forth above or to such other address as a party designates by written notice to the other party.

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