Legal VO Contract

LEGAL VO CONTRACT

This Voice Over Services Agreement ("Agreement") is entered into as of by and between Client Name: , with principal place of business at (hereinafter "Client"), and Voice Artist Name: , with contact address at (hereinafter "Artist"). Client and Artist are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client is producing or commissioning an audio and/or audiovisual production identified as Project Name: (the "Project");

WHEREAS, Artist is engaged in the business of providing professional voice recording services and represents that Artist has the skill and authority to render such services for the Project;

WHEREAS, Client desires to retain Artist to perform voice work for the Project on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. SERVICES

Artist shall provide professional voice over services (the "Services") as described in the scope attached as Exhibit A and summarized as follows: Description of Services: . Services shall include rehearsal, recording sessions, and delivery of final files in the formats specified in Section 4.

2. TERM AND SCHEDULE

The term of this Agreement commences on the effective date above and continues until completion of the Services and full delivery and acceptance by Client, unless earlier terminated as provided in Section 8. Recording session(s) are scheduled for Session Date(s): . Artist will deliver initial recording(s) within days of the recording session.

3. COMPENSATION

Client shall pay Artist the Fees as follows. Compensation Type: Flat fee Rate per hour Flat Fee Amount: . Hourly Rate: .

Payment Terms: . Unless otherwise stated, Client will pay deposit within days of invoice and the balance within days of delivery. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

4. DELIVERABLES; ACCEPTANCE

Deliverables: final audio files in Format(s): . Number of takes/file variants: .

Client will have days after delivery to request revisions. Artist will provide up to rounds of revisions included in the Fees. Additional revisions will be billed at the hourly rate stated in Section 3.

5. RIGHTS, LICENSE AND USAGE

Artist hereby grants to Client a [select one] non-exclusive exclusive license to use the delivered recordings in the Territory and Media set forth below, subject to the limitations and payment terms herein.

Territory: . Media/Platforms: . Duration of Use: .

Ownership: Artist retains ownership of Artist's underlying vocal performance and any pre-existing intellectual property, except that upon full payment Client shall own the specific delivered masters and have the rights granted in this Section. Artist reserves the right to use the recordings in Artist's portfolio and for promotional purposes unless Client has checked the Restriction box and paid an additional fee: Restrict promotional use.

6. WARRANTIES AND REPRESENTATIONS

Artist represents and warrants that (a) Artist has full right, power and authority to enter into this Agreement and to grant the rights granted herein; (b) the Services and Deliverables will be original to Artist and will not infringe or misappropriate the rights of any third party; and (c) any third-party content used in Deliverables has been cleared in writing prior to use.

7. CONFIDENTIALITY

Each Party agrees to treat as confidential all non-public business, technical and creative information disclosed by the other Party in connection with this Agreement and not to disclose such information to third parties except as necessary to perform the Services or as required by law. Confidential Information includes, without limitation, scripts, source recordings, and Client creative direction. Confidentiality obligations survive termination for years.

8. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured after days' written notice. Upon termination for convenience by Client, Client will pay Artist for Services performed through the effective date of termination and reasonable wind-down costs.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct. The indemnified Party shall provide prompt written notice of any claim and shall reasonably cooperate in the defense.

10. LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or gross negligence, neither Party shall be liable to the other for indirect, special, incidental or consequential damages. The aggregate liability of either Party for any claim arising under this Agreement shall not exceed the total Fees actually paid to Artist by Client under this Agreement.

11. INDEPENDENT CONTRACTOR; TAXES

The Parties intend that Artist perform the Services as an independent contractor and not as an employee of Client. Artist is solely responsible for all federal, state and local taxes, contributions and benefits related to Artist's performance of the Services. Client will not withhold taxes on behalf of Artist.

12. INSURANCE

Artist represents that Artist maintains insurance customary for the voice over industry. Upon Client request, Artist will provide a certificate of insurance evidencing coverage in commercially reasonable amounts.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested:

14. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any attached exhibits and schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements. If any provision is held invalid or unenforceable, the remainder shall remain in full force. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

17. MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all assets. Relationship of Parties: The Parties are independent contractors. Attorneys' Fees: The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

EXHIBIT A — SCOPE OF SERVICES

ADDITIONAL PROVISIONS

Additional Notes or Special Terms:

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