Dubbing Agreement

DUBBING AGREEMENT

This Dubbing Agreement (the Agreement) is made on between:

Producer Name:

Dubbing Service Provider Name:

RECITALS

WHEREAS, Producer is engaged in the production, distribution and exploitation of audiovisual works and requires dubbing services to create localized or substituted language tracks; and

WHEREAS, Provider represents that it has the technical capability, personnel and expertise to perform dubbing services in the language(s) and formats identified herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver dubbing services to Producer.

SCOPE OF WORK

Provider shall perform dubbing services consisting of voice casting, recording, synchronization, editing, mixing and delivery of dubbed tracks in accordance with Producer specifications. Specific tasks and acceptance criteria are described below and in the Deliverables section.

PAYMENT TERMS

As full compensation for the Services, Producer shall pay Provider the fees set forth below in accordance with this section.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate for material breach if the breaching party fails to cure within the notice period specified above. Termination by Producer for convenience shall require payment for all Services performed and reasonable wind-down costs.

CONFIDENTIALITY

Provider shall treat as confidential all non-public information disclosed by Producer relating to the Project, including scripts, technical specifications, pre-release media and production notes (Confidential Information). Provider will not disclose, publish or use Confidential Information except as necessary to perform the Services. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully known by Provider prior to disclosure; or (c) is independently developed by Provider without use of Producer's Confidential Information. Provider shall return or destroy Confidential Information upon written request.

OWNERSHIP AND RIGHTS

Upon receipt of full payment for the Services, Provider assigns to Producer all right, title and interest in and to the delivered dubbed tracks, including all copyrights and exclusive worldwide rights to exploit, reproduce, distribute, modify and create derivative works in any medium. Provider retains no rights to exploit the delivered materials except that Provider may include excerpts in its non-confidential portfolio for promotional purposes only, subject to Producer approval and the confidentiality provisions herein.

REVISIONS AND ACCEPTANCE

Producer is entitled to free rounds of revisions per deliverable. Additional revisions shall be billed at unless otherwise agreed in writing. Deliverables shall be deemed accepted if Producer does not provide written rejection specifying defects within days of delivery.

WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY

Provider represents and warrants that it will perform the Services in a professional manner and that the delivered materials will not infringe the intellectual property rights of third parties. Provider shall indemnify, defend and hold harmless Producer from claims arising out of Provider's breach of the foregoing warranty, gross negligence or willful misconduct. Except for indemnification obligations, neither party shall be liable for incidental, special or consequential damages and aggregate liability shall not exceed the amounts paid by Producer under this Agreement for the particular Services giving rise to the claim.

FORCE MAJEURE

Neither party shall be liable for delays or failures to perform resulting from events beyond its reasonable control, including acts of God, government action, strikes, pandemics, fire or telecommunications failures. The time for performance shall be extended for the period of the force majeure event.

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.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements. No modification shall be binding unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be given in writing to the contact persons and addresses below.

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