Consulting Voice Services Agreement

Consulting Voice Services Agreement

This Consulting Voice Services Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between:

WHEREAS

WHEREAS, Client desires to engage Consultant to provide voice services including but not limited to voiceover recording, voice direction, audio editing related to spoken content, and related consulting services (the "Services"); and

WHEREAS, Consultant represents that Consultant has the expertise, personnel, and equipment necessary to perform the Services and is willing to perform such Services for Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the Services in a written agreement.

1. Scope of Work

Consultant will provide the Services as described below and in any written Work Order executed by the parties. Consultant shall perform the Services in a professional manner consistent with industry standards for commercial voice production.

2. Payment Terms

As consideration for the Services, Client shall pay Consultant as follows.

Invoices shall be issued by Consultant in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

All fees are exclusive of applicable taxes. Client is responsible for any sales, withholding or other taxes imposed on payments unless Consultant provides a valid exemption document.

3. Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after written notice of such breach.

Upon termination, Client shall pay Consultant for Services performed through the effective date of termination and for non-cancellable commitments reasonably incurred by Consultant in connection with performance of the Services.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential, including scripts, recordings, production notes, commercial terms, and unpublished creative materials.

Each party agrees: (a) to hold Confidential Information of the other in strict confidence and to use it solely to perform its obligations under this Agreement; (b) not to disclose Confidential Information to any third party except to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) to take reasonable measures to protect the other party's Confidential Information.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates to limit the disclosure.

5. Intellectual Property and Deliverables

Consultant shall retain ownership of pre-existing materials, general skills, techniques and know-how. Subject to Client's payment in full, Consultant hereby grants to Client a non-exclusive, worldwide license to use the final delivered voice recordings and deliverables created specifically for Client under this Agreement (the "Deliverables") for the purposes set forth in the applicable Work Order.

Unless the parties agree in writing to an assignment of rights, Consultant retains all moral rights and any rights in raw tracks, alternate takes and materials not included in final Deliverables. Any use by Client beyond the scope set forth in the Work Order requires additional compensation and a written agreement.

6. Independent Contractor; Taxes

Consultant is an independent contractor and not an employee, partner, or agent of Client. Consultant is solely responsible for payment of all federal, state and local taxes, and for obtaining all permits and approvals necessary to perform the Services.

7. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement or its negligence or willful misconduct. Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, or punitive damages, and aggregate liability shall be limited to the amounts paid or payable under this Agreement in the twelve months preceding the event giving rise to the claim.

8. 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.

9. Entire Agreement; Amendments

This Agreement, together with any executed Work Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that equitable relief may be sought in addition to other remedies. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

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