Business Services VO Contract

BUSINESS SERVICES VO CONTRACT

This Business Services VO Contract ("Agreement") is entered into as of the Effective Date set forth below by and between:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform professional voice-over and related production services for the Client's business communications and marketing materials; and

WHEREAS, Service Provider represents that it possesses the experience, talent, equipment, and personnel necessary to provide such voice-over and production services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall include script review, recording of voice-over tracks, one round of client-requested edits per deliverable unless otherwise agreed, basic post-production equalization and noise reduction, and delivery of final files in agreed formats.

PAYMENT TERMS

Client shall pay Service Provider for Services rendered in accordance with the following terms.

Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Overdue amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower.

All payments are exclusive of applicable taxes. Client is responsible for any sales, use, value-added, or similar taxes, excluding taxes based on Service Provider's net income. Service Provider shall invoice for reimbursable out-of-pocket expenses only if pre-approved in writing by Client.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated, continues until the Completion Date or until the Services are accepted by Client, whichever occurs later.

Start Date:    Completion / End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice. In the event of termination, Client shall pay Service Provider for all Services performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Service Provider shall use Confidential Information only to perform the Services and shall not disclose Confidential Information to third parties except to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy the other party's Confidential Information and certify such return or destruction upon request.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide, perpetual, transferable license to use the final delivered voice-over recordings and derivative files (the "Deliverables") for Client's internal and external business and marketing purposes as specified in the Scope of Work. Service Provider retains the right to use Deliverables for portfolio and self-promotional purposes, provided such use does not disclose Client's Confidential Information.

Any third-party materials incorporated into Deliverables shall be licensed by the contributor and Service Provider will reasonably cooperate to assign or license necessary rights to Client where applicable. Client represents that any materials it provides to Service Provider for inclusion in Deliverables do not infringe third-party rights.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from losses arising out of the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct. Service Provider's total liability for any claim arising under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its 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 disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Relationship of the parties: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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