Legal Sound Contract Agreement

LEGAL SOUND CONTRACT AGREEMENT

This Legal Sound Contract Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: whose principal place of business is ("Provider"), and Client Name: whose principal place of business is ("Client"). Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing sound recording, audio production, mixing, mastering or related audio services; and

WHEREAS, Client desires to engage Provider to perform services for certain sound recordings or audio works, and Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that this Agreement set forth the Parties' respective rights, obligations and remedies with respect to the Services and Deliverables described herein.

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

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth below. "Services" means the audio production, mixing, mastering, recording, editing and related services to be performed by Provider as described in Section 2. "Deliverables" means the finished audio masters, stems, session files or other materials delivered by Provider to Client pursuant to this Agreement. "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

3. TERM

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with Section 12.

4. COMPENSATION AND PAYMENT

Client shall pay Provider the fees set forth below for the Services. Payment Amount: Payment Schedule:

All amounts due under this Agreement shall be paid in U.S. dollars within the period specified in the payment schedule. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. TAXES AND EXPENSES

Unless otherwise agreed in writing, Client shall be responsible for all sales, use or other taxes (excluding taxes based on Provider's net income) and any pre-approved out-of-pocket expenses reasonably incurred by Provider in performing the Services. Provider shall provide receipts for reimbursable expenses upon request.

6. CONFIDENTIALITY

Each Party agrees to hold in confidence Confidential Information of the other Party and not to disclose it to any third party except as necessary to perform under this Agreement or as required by law. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was rightfully known to the receiving Party prior to disclosure, or is independently developed without reference to the disclosing Party's Confidential Information.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider hereby grants Client a non-exclusive, worldwide license to use the Deliverables solely for the purposes set forth in this Agreement. If the Parties expressly agree in writing that Deliverables are to be "work made for hire" under applicable law, Provider assigns to Client all right, title and interest in such Deliverables upon full payment. Provider retains ownership of Provider's pre-existing materials, tools, algorithms and trade secrets, and grants Client only a limited license to the extent such materials are embedded in the Deliverables.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") and its officers, directors and employees from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the Indemnifying Party's breach of its representations, warranties or obligations under this Agreement, or the Indemnifying Party's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice. Client may terminate for convenience upon thirty (30) days' prior written notice and shall pay Provider for Services performed and reasonable, non-cancellable costs incurred through the effective date of termination.

12. REMEDIES

The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or equity. Each Party acknowledges that a breach of Sections 6 or 7 may cause irreparable harm for which monetary damages would be an inadequate remedy and that the injured Party is entitled to seek injunctive relief.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may designate by notice.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be binding unless in writing and signed by an authorized representative of each Party. No failure or delay by a Party in exercising any right shall operate as a waiver of that right unless reduced to writing and signed by the waiving Party.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS

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

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