Miscellaneous CD Latidos

MISCELLANEOUS CD LATIDOS AGREEMENT

This Miscellaneous CD Latidos Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Client Name: (the "Client") and Service Provider Name: (the "Provider").

RECITALS

WHEREAS, the Provider has expertise in producing, compiling and delivering audio recordings, masters, and associated deliverables described below;

WHEREAS, the Client desires to engage the Provider to perform certain production and delivery services in connection with the CD project titled "Latidos" ("Project"), and the Provider is willing to provide such services under the terms set forth in this Agreement;

WHEREAS, the parties wish to set forth their mutual rights, responsibilities and payment terms in writing.

SCOPE OF WORK

Provider shall perform the services described below for the Project, including but not limited to recording, mixing, mastering, production of masters, metadata preparation, and delivery of final masters and artwork files as applicable. The specific deliverables, milestones and acceptance criteria are set forth in the Scope of Work field below.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services and deliverables. All payments must be made in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate specified below and Client shall be responsible for reasonable collection costs. Provider may suspend delivery of further services if payments are past due beyond the cure period stated in this Agreement.

TERM AND TERMINATION

This Agreement commences on Start Date and, unless earlier terminated in accordance with this Agreement, continues until End Date or until completion of the Project, whichever occurs later.

Start Date:

End Date (or event of termination):

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured at the expiration of the notice period specified above. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with the Project, including technical, financial, business and creative materials. Each party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information only to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as necessary to perform its obligations or as compelled by law, provided that the receiving party gives prompt written notice to the disclosing party where permitted.

Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, or that was rightfully in the possession of the receiving party prior to disclosure.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of original master files and underlying production materials created by Provider. Client is granted a non-exclusive, worldwide license to use, reproduce, distribute and exploit final masters delivered to Client, subject to timely payment in full and any other restrictions expressly stated in this Agreement. Any transfer of ownership or exclusive rights must be memorialized in a separate written instrument executed by both parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages and expenses arising from third-party claims to the extent caused by the indemnifying party's breach of this Agreement or its negligent or willful acts or omissions.

Limitation of Liability: Except for wilful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or related to this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided by the parties. Notice is effective upon receipt.

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