Marketing Catalog Recordings

Marketing Catalog Recordings Agreement

Parties and Effective Date

Effective Date: . Catalog Name/Project Reference:

WHEREAS

WHEREAS, Service Provider is engaged in recording, producing and delivering recorded performances and related marketing materials suitable for inclusion in Client's marketing catalog and promotional materials; and

WHEREAS, Client desires to license for marketing purposes certain recordings and associated metadata and artwork described in this Agreement; and

WHEREAS, the parties wish to define the scope, payment, delivery, ownership, confidentiality and other terms governing the creation, delivery and permitted use of such recordings.

Scope of Work

Service Provider shall record, produce, and deliver the recordings and ancillary materials described below (the "Recordings") in accordance with the schedule and technical specifications set forth in this Section. Service Provider warrants that recordings will be of professional quality and suitable for inclusion in Client's marketing catalog.

Delivery and Acceptance

Delivery Format(s): . Delivery Method: .

Acceptance Period: Client shall have days from receipt to review delivered Recordings and either accept in writing or provide written rejection with reasonable detail. Failure to provide rejection within the Acceptance Period shall constitute acceptance.

Payment Terms

Late Payment: Any amount not paid within days after invoice due date shall accrue interest at % per month (or the maximum permitted by law, if lower), plus reasonable collection costs.

Term and Termination

Term Commencement Date: . Termination Date (if applicable): .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience with days prior written notice. Termination shall not relieve Client of payment obligations for services and accepted deliverables rendered through the effective date of termination.

Ownership, License and Use

Service Provider warrants that it owns or controls the master rights and has obtained all necessary consents to grant the rights set forth below. Subject to payment in full for deliverables, Service Provider hereby grants to Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, distribute (for promotional or catalogue purposes only), display, and make derivative promotional materials from the Delivered Recordings and associated metadata and artwork solely in connection with Client's marketing catalog and promotional activities. This license expressly excludes exploitation for commercial resale as standalone music product unless separately agreed in writing.

Confidentiality

The parties acknowledge that in connection with performance under this Agreement each party may receive Confidential Information of the other. "Confidential Information" includes non-public commercial, technical, and financial information disclosed in tangible or intangible form. Each receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted; and (c) use Confidential Information solely to perform obligations under this Agreement. Confidentiality obligations shall continue for years following termination or expiration, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Warranties, Representations and Indemnities

Service Provider represents and warrants that (i) it has full right, authority and capacity to enter into this Agreement and to grant the rights granted herein; (ii) the Recordings will be original to the extent of Service Provider's contribution and will not infringe third-party intellectual property rights; and (iii) no additional royalties to third parties are required for the permitted uses described in this Agreement, except as expressly disclosed in writing.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the foregoing representations or from any third-party claim alleging that the indemnitor's materials or actions infringe such third party's intellectual property rights, provided the indemnified party gives prompt written notice and reasonable cooperation in the defense of such claim.

Limitation of Liability

Except for breaches of confidentiality, indemnification obligations, or willful misconduct, neither party shall be liable to the other for incidental, consequential, punitive or special damages, and the total aggregate liability of either party under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of the business to which this Agreement relates. Service Provider may subcontract portions of the work provided that Service Provider remains responsible for performance and compliance with this Agreement.

Notices

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties hereby submit to the exclusive jurisdiction of the federal and state courts located in that state for any dispute arising hereunder.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or waiver must be in writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. The parties acknowledge that they have had an opportunity to review this Agreement with counsel and that any ambiguities shall not be construed against either party as drafter.

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