Business Anthem Letter

Business Anthem Letter

This Business Anthem Letter (the Letter) is entered into as of Effective Date: by and between Client Name: , Client Address: (Client), and Provider Name: , Provider Address: (Provider).

Recitals

WHEREAS, Provider is engaged in the creation, composition, production and delivery of a musical and/or lyrical anthem or other branded audio content designed to convey the Client’s brand identity and marketing message (the Anthem); and

WHEREAS, Client desires to retain Provider to develop, deliver and license the Anthem on the terms and conditions set forth in this Letter; and

WHEREAS, the parties intend that this Letter will define the scope, compensation, ownership rights, confidentiality and other material terms governing the Anthem and its use.

Scope of Work

Provider will prepare and deliver the Anthem described below. Specific deliverables, timelines, and revisions shall be as follows:

Payment Terms

Client shall pay Provider the fees set forth below in consideration for Provider’s performance under this Letter. All amounts are in U.S. dollars unless otherwise stated.

Unless otherwise agreed in writing, invoices are payable within days of invoice. Payments not made when due shall accrue interest at the rate set forth above and Provider may suspend work until payment is current.

Term and Termination

This Letter commences on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate this Letter for material breach by the other party that remains uncured for a period of days after written notice. Either party may also terminate for convenience upon days' written notice to the other party.

Upon termination, Client shall pay Provider for work performed through the effective date of termination and Provider shall deliver, subject to receipt of all undisputed payments, final deliverables as agreed.

Intellectual Property and License

Unless otherwise agreed in a separate signed agreement, Provider retains all copyrights and moral rights in the Anthem. Subject to Client’s payment in full of all fees due hereunder, Provider grants Client a non-exclusive, worldwide, perpetual, transferable license to use, reproduce, publicly perform, and distribute the delivered Anthem in connection with Client’s marketing, advertising and branding activities. Any rights not expressly granted are reserved by Provider.

Confidentiality

Each party shall treat as Confidential Information all non-public business, technical and financial information disclosed by the other party in connection with this Letter. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Letter, or information lawfully received from a third party. The receiving party shall use Confidential Information only to perform its obligations under this Letter and shall not disclose it to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Representations; Warranties; Indemnity

Each party represents that it has full power and authority to enter into this Letter. Provider represents that, to the best of its knowledge, the Anthem will be original and will not infringe third-party rights. Provider shall indemnify and hold Client harmless from claims arising from Provider’s breach of the foregoing representation. Client shall indemnify Provider for claims arising from Client’s use of the Anthem outside the scope of the license granted herein or from Client-provided materials.

Governing Law; Dispute Resolution

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the governing state.

Entire Agreement; Amendments

This Letter, including any exhibits and schedules expressly incorporated, constitutes the entire agreement between the parties with respect to the Anthem and supersedes all prior negotiations, proposals, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices shall be deemed given when received.

Miscellaneous

The parties acknowledge that the parties are independent contractors and nothing in this Letter shall create an employment, partnership or joint venture relationship. Neither party may assign this Letter 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 business.

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