Business Sound Template

BUSINESS SOUND AGREEMENT

This Business Sound Agreement (the Agreement) is entered into as of , by and between Client Name: , with principal address at , and Service Provider Name: , with principal address at .

RECITALS

WHEREAS, Client wishes to engage Provider to perform sound-related services and deliverables as set forth in this Agreement; and

WHEREAS, Provider represents that it has the professional expertise, personnel and equipment necessary to perform such services in accordance with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows.

SCOPE OF WORK

Deliverables shall include: . Provider will perform services during normal business hours unless otherwise agreed in writing.

PAYMENT TERMS

All invoices are due within days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In the event of nonpayment, Provider may suspend services after days' prior written notice.

TERM AND TERMINATION

Term Commencement Date: . Termination Date (if fixed): .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other. Either party may terminate for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, including reasonable wind-down costs.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not use Confidential Information for any purpose other than to perform its obligations under this Agreement; and (c) disclose Confidential Information only to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully known to the receiving party before disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or upon written request, the receiving party shall promptly return or destroy Confidential Information and certify in writing the disposition of such materials, except that Provider may retain copies as required for legal, tax or archival purposes subject to continued confidentiality obligations.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of preexisting intellectual property and tools. Client shall receive a nonexclusive, nontransferable license to use deliverables provided on full payment of all fees, confined to the agreed scope and purpose. Any transfer of ownership of deliverables shall be expressly set forth and conditioned on full payment. Provider warrants that deliverables provided do not infringe third-party rights and will indemnify Client for direct claims arising from such infringement, provided Client gives prompt notice and permits Provider to control the defense.

LIABILITY AND INSURANCE

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Provider shall maintain commercially reasonable liability and worker's compensation insurance and shall provide certificates upon reasonable request.

NOTICES

Notices shall be in writing and delivered by certified mail, overnight courier, or hand delivery to the addresses above and shall be deemed given upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in the county where Provider's principal place of business is located, before a single arbitrator under the applicable arbitration rules.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held 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, except that Provider may assign to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets.

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