Legal Audio Form

LEGAL AUDIO FORM

This Legal Audio Form ("Agreement") is entered into as of , by and between Producer: , principal address: , and Participant: , principal address: . Collectively, the Producer and Participant are referred to as the "Parties."

RECITALS

WHEREAS, Producer intends to produce, record, edit and exploit audio recordings, spoken word, voice performances and related sound recordings (collectively "Audio Materials") in connection with a project entitled ; and

WHEREAS, Participant will provide voice performance, narration, interview or other audio contributions (the "Performance") to Producer on the recording date(s) of at ; and

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding the creation, ownership, use and exploitation of the Audio Materials.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Audio Materials" means all sound recordings, master recordings, mixes, session files, edits, and any other recorded audio embodying the Performance, and all copies, derivatives and embodiments thereof.

1.2 "Exploitation" means use, reproduction, distribution, public performance, synchronization with visual media, broadcast, sublicensing and any other commercial or non-commercial exploitation in any medium now known or later developed.

2. GRANT OF RIGHTS

2.1 Assignment and License. Participant hereby irrevocably assigns and transfers to Producer all right, title and interest in and to the Audio Materials, including all copyrights, moral rights, neighboring rights and any other proprietary rights throughout the world. To the extent any rights cannot be assigned, Participant grants Producer an exclusive, perpetual, royalty-free, transferable, sublicensable license to exercise all rights of exploitation in the Audio Materials.

2.2 Rights to Edit and Combine. Producer shall have the right to edit, adapt, arrange, modify, dub, translate, combine with other works, and otherwise change the Audio Materials without further notice to or approval by Participant.

3. USE AND PURPOSE

Producer may exploit the Audio Materials for any purpose, including commercial advertising, marketing, film, television, digital distribution, streaming, interactive applications, podcasts, and any other medium, worldwide and in perpetuity, and may grant sublicenses or assign its rights in whole or in part.

4. COMPENSATION

4.1 Fee. In full consideration for the rights granted herein, Producer shall pay Participant the sum of (USD) under the payment terms set forth below.

4.2 Payment Terms. Payment shall be made within days after delivery of an invoice to Producer. Payment shall be deemed full and final unless otherwise specified in a separate written agreement.

5. CONFIDENTIALITY

Each Party shall keep confidential any non-public information disclosed by the other Party that is identified as confidential at the time of disclosure. Confidential materials shall not be used except as necessary to perform obligations under this Agreement. This provision shall not restrict use or disclosure of Audio Materials as expressly permitted herein.

6. REPRESENTATIONS AND WARRANTIES

Participant represents and warrants that: (a) Participant is the sole author and owner of the Performance or has obtained all necessary rights and consents to grant the rights herein; (b) the Performance does not infringe any third party rights, contain defamatory material or violate any law; and (c) Participant has full power and authority to enter into this Agreement.

7. INDEMNIFICATION

Participant agrees to indemnify, defend and hold harmless Producer and its licensees, successors and assigns from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Participant's representations or warranties or any third-party claim that the Performance infringes or misappropriates any third party rights.

8. OWNERSHIP

Subject to the rights granted to Producer herein, Producer shall be the sole owner of all masters, mixes, and any tangible or intangible embodiments of the Audio Materials, and Producer shall have the exclusive right to control all exploitation of the Audio Materials.

9. TERM AND TERMINATION

This Agreement is effective as of the Effective Date and shall remain in effect in perpetuity, except that a Party may terminate this Agreement for material breach by the other Party that is not cured within thirty (30) days of written notice. Notwithstanding termination, any rights granted to Producer prior to termination shall survive and remain in effect.

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 a Party designates by written notice. Notices shall be deemed given upon personal delivery or three (3) days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a writing signed by both Parties. The waiver by either Party of any breach shall not operate as a waiver of any other or subsequent breach.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified by Producer's principal address, without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be unenforceable or invalid, such provision shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

ADDITIONAL DETAILS

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