Mixer Contract Agreement

MIXER CONTRACT AGREEMENT

This Mixer Contract Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (Client) and Mixer Name: (Mixer). Client Address: Mixer Address:

RECITALS

WHEREAS, Client desires to obtain professional audio mixing services for the musical recordings and related materials described as Project: (the "Work");

WHEREAS, Mixer represents that Mixer has the professional skill, facilities, and personnel necessary to perform the mixing services contemplated by this Agreement and agrees to perform such services on the terms set forth herein;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services, deliverables, compensation, and ownership of the mixed masters;

NOW THEREFORE

In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the parties agree as follows:

1. ENGAGEMENT AND SERVICES

1.1 Services. Mixer shall provide professional audio mixing services (the "Services") for the Work. Services shall include balancing, equalization, dynamic processing, editing as agreed, and preparation of final mixed masters in formats specified in Section 2. Mixer shall perform the Services in a timely, professional manner consistent with industry standards.

1.2 Delivery Format. Final deliverables shall be provided in the following formats:

2. TERM AND SCHEDULE

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue until Mixer has delivered the final Masters and Client has paid all amounts due, unless earlier terminated in accordance with Section 10.

2.2 Schedule. Initial delivery of rough mixes for review shall occur by: . Final delivery shall be completed by: , subject to Client's timely provision of source materials and feedback.

3. COMPENSATION AND PAYMENT

3.1 Fee. As full compensation for the Services, Client shall pay Mixer a fee of Amount: payable as set forth in Section 3.2.

3.2 Payment Schedule. Client shall pay: Deposit of upon execution; Balance of upon final delivery. Late payments shall accrue interest at a rate of .

3.3 Additional Costs. Any additional costs (session fees, stem creation, analog rental) not included in the Fee must be pre-approved in writing by Client and invoiced separately.

4. DELIVERABLES; REVISIONS

4.1 Deliverables. Mixer shall deliver the following Deliverables:

4.2 Revisions. Client is entitled to rounds of revisions per track at no additional charge. Additional revision rounds will be billed at .

5. CONFIDENTIALITY

5.1 Confidential Information. Each party shall hold in confidence all non-public information disclosed by the other party that is marked confidential or would reasonably be understood to be confidential, including but not limited to unreleased recordings, lyrics, and commercial terms ("Confidential Information"). Confidential Information shall not include information that is publicly known or rightfully received from a third party.

5.2 Use and Disclosure. Confidential Information shall be used solely for the performance of this Agreement and may be disclosed only to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

6. INTELLECTUAL PROPERTY; OWNERSHIP

6.1 Ownership of Masters. Upon Client's full payment of all fees and expenses due under this Agreement, Mixer assigns to Client all right, title and interest in the final mixed masters delivered under this Agreement, subject to the license granted in Section 6.2. Mixer retains no ownership in the delivered masters after payment unless otherwise agreed in writing.

6.2 Mixer Pre-Existing Materials. Mixer shall retain all right, title and interest in Mixer Tools and pre-existing materials owned by Mixer and incorporated into the Deliverables (if any). For clarity, Mixer grants Client a perpetual, worldwide, transferable, royalty-free license to use, reproduce, distribute, and create derivative works of the final masters for any commercial purpose, subject to Client's payment obligations.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mixer Warranty. Mixer represents and warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards, and that Mixer has the right to grant the licenses and assignments set forth herein.

7.2 Client Warranty. Client represents and warrants that Client has all necessary rights, consents and clearances to authorize Mixer to use the source materials provided to Mixer and to exploit the resulting masters as contemplated by this Agreement.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party and its affiliates from and against any third-party claim, demand or liability arising out of a breach of such party's representations, warranties, or obligations under this Agreement.

8.2 Limitation of Liability. Except for indemnification obligations and breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages. Mixer’s aggregate liability for direct damages arising out of this Agreement shall not exceed the total fees actually paid by Client to Mixer under this Agreement.

9. TERMINATION

9.1 Termination for Convenience. Client may terminate this Agreement for convenience upon written notice to Mixer. In such event, Mixer shall be entitled to payment for Services performed through the effective date of termination and for any non‑cancelable obligations incurred prior to termination.

9.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of 15 days following written notice specifying the breach.

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 the party may designate by notice. Notices shall be deemed given upon delivery by hand, three days after deposit in the mail, or one day after deposit with a commercial overnight courier.

11. ASSIGNMENT; SUBCONTRACTING

Client may not assign this Agreement without Mixer’s prior written consent, which shall not be unreasonably withheld. Mixer may engage subcontractors to perform portions of the Services provided Mixer remains responsible for performance and compliance with this Agreement.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

12.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be deemed originals for all purposes.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of State: without regard to its conflict of law principles.

13.2 Entire Agreement. This Agreement, including any exhibits, schedules, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

14. MISCELLANEOUS PROVISIONS

14.1 Relationship of the Parties. The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or franchise relationship between the parties.

14.2 Publicity. Neither party shall use the other party's name, trademarks, or logos in any publicity or promotional materials without the prior written consent of the other party, except that Mixer may list Client in a portfolio of work and identify Mixer as the mixing engineer for the Project provided Client has not objected in writing.

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