Business Innovations MP3

BUSINESS INNOVATIONS MP3 AGREEMENT

This Business Innovations MP3 Agreement (the "Agreement") is entered into as of by and between Client Name: , with principal address: (hereinafter "Client"), and Provider Name: , with principal address: (hereinafter "Provider").

RECITALS

WHEREAS, Provider possesses expertise in the development, production, and distribution of digital audio content, products, and related business innovations, including but not limited to MP3 audio assets, technical development and consulting services; and

WHEREAS, Client desires to engage Provider to perform certain services and deliver certain deliverables described in this Agreement, and Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the scope of work, ownership of deliverables, payment and confidentiality.

1. SCOPE OF WORK

Deliverables shall include all files, recordings, masters, metadata, documentation and related materials specifically identified in the Scope of Work. Provider shall perform the work in a professional manner consistent with industry standards and shall use commercially reasonable efforts to meet delivery dates agreed by the parties.

2. PAYMENT TERMS

Client shall pay Provider the fees set forth below for the services and deliverables provided under this Agreement.

All invoices shall be due and payable within days from invoice date. Overdue amounts shall accrue interest at the rate set forth in Late Payment Fee above, or the maximum rate permitted by applicable law, whichever is lower. Client shall be responsible for reasonable costs of collection, including attorneys' fees, if applicable.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in full force until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if such breach remains uncured for the notice period specified above following written notice. Either party may terminate for insolvency, bankruptcy, or a cessation of business operations by providing written notice to the other party. Upon termination, Client shall pay Provider for all services performed and deliverables delivered through the effective date of termination, and Provider shall deliver all work in progress to Client following payment for same.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any non-public, proprietary, or confidential information ("Confidential Information") disclosed by the other party (the "Disclosing Party") in connection with this Agreement. Confidential Information shall not include information which: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is already lawfully in the Receiving Party's possession prior to disclosure; or (c) is rightfully obtained from a third party without breach of any obligation of confidentiality. The Receiving Party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall restrict access to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, except to the extent retention is required by law, in which case the Receiving Party shall maintain such retained information in confidence.

5. INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider shall retain ownership of pre-existing tools, software, materials and methodologies (collectively, "Provider Materials"). Subject to Client's full payment of all fees due, Provider assigns to Client all right, title and interest in and to the final deliverables specifically produced for Client under this Agreement ("Deliverables"), excluding Provider Materials and third-party materials not owned by Provider. Provider hereby grants to Client a worldwide, royalty-free, non-exclusive license to use Provider Materials incorporated into the Deliverables only to the extent necessary for Client's use of the Deliverables.

Provider represents that Deliverables will be original and will not knowingly infringe third-party intellectual property rights. Provider shall, at its expense, defend, indemnify and hold Client harmless from any claim alleging that the Deliverables infringe a third party's intellectual property rights, provided Client gives Provider prompt written notice of any such claim and cooperates in the defense.

6. WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold the other harmless from and against any third-party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties or obligations under this Agreement, or from its negligence or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense of such claim.

8. NOTICES

All notices required or permitted hereunder 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 at the beginning of this Agreement or to such other address as either party may specify in writing.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

11. SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

12. ADDITIONAL PROVISIONS

The parties have executed this Agreement through their duly authorized representatives as of the date first written above.

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