Music Modification Agreement

Music Modification Agreement

Parties and Effective Date

This Music Modification Agreement ("Agreement") is entered into as of the date set forth below by and between Client Name: and Modifier Name: . The effective date of this Agreement is the day of , .

WHEREAS

WHEREAS, Client is the owner or authorized licensee of certain musical composition(s) and sound recording(s) identified in Exhibit A (the "Works"), and desires certain modifications, arrangements, or production work to be performed to the Works; and

WHEREAS, Modifier represents that Modifier possesses the skill, experience, and facilities necessary to perform the requested music modification services and is willing to perform such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the modification, delivery, ownership, payment and confidentiality of materials related to the Works.

Scope of Work

Modifier shall perform the following services (collectively, the "Services") in accordance with the specifications, schedule and milestones agreed by the parties:

Payment Terms

In consideration of the Services, Client shall pay Modifier the total fee of $ USD, according to the following payment schedule and terms.

Unless otherwise agreed in writing, invoices are payable within days of invoice. Overdue amounts shall accrue interest at the rate of (or the maximum permitted by law, if less), computed monthly from the payment due date until paid.

Term and Termination

This Agreement commences on the Commencement Date of day of , and, unless earlier terminated in accordance with this Section, shall continue until completion of the Services or the End Date of day of , .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receiving written notice specifying the breach. Client may terminate for convenience upon providing days' written notice to Modifier, in which case Client shall pay for Services performed and non‑cancelable costs incurred through the effective date of termination.

Ownership; License; Deliverables

Subject to any underlying third-party rights in the Works, upon receipt of full payment, Modifier assigns to Client all right, title and interest in and to the final modified deliverables (the "Deliverables") created specifically for Client under this Agreement. Modifier retains no ownership in the Deliverables except for pre-existing materials and tools, including Modifier's equipment, software, and generic production techniques. Any pre-existing material incorporated into the Deliverables shall be identified in writing and licensed to Client under the terms specified in Exhibit B.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including unreleased recordings, stems, session files, business and marketing plans, financial information and pricing. Each party agrees: (a) to use Confidential Information solely to perform its obligations under this Agreement; (b) to protect Confidential Information with the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not to disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party promptly notifies the disclosing party and cooperates to limit the disclosure.

The confidentiality obligations survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

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. Client represents that Client has the right to authorize the modifications described in the Scope of Work and that such modifications will not violate the rights of any third party. Modifier represents that the Services will be performed in a professional manner consistent with industry standards and that the Deliverables, when delivered, will not knowingly infringe the intellectual property rights of any third party.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against any third-party claim, demand, suit or proceeding and all resulting liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of such party's representations, warranties or obligations under this Agreement, provided that the indemnified party promptly notifies the indemnifying party of the claim and cooperates in the defense.

Governing Law; Dispute Resolution

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. Any disputes arising under or relating to this Agreement shall be resolved by the state or federal courts located within the selected governing state, and each party consents to the exclusive jurisdiction and venue of those courts.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Modifier under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement; Amendments

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the party at the address set forth above or to such other address that the party may specify in writing. Notices are effective upon personal delivery, on the date sent by confirmed overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Signatures

The individuals signing below represent that they are authorized to bind the party for which they sign.

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