Music Production Vocal Pack

MUSIC PRODUCTION VOCAL PACK AGREEMENT

Client Name:   Producer Name:

Agreement Date:

Recitals

WHEREAS, Producer represents that Producer develops, records, and compiles vocal performances, vocal stems, ad-libs, and associated production materials suitable for inclusion in a commercial vocal pack (the Deliverables); and

WHEREAS, Client desires to engage Producer to produce and deliver a Music Production Vocal Pack on the terms and conditions set forth in this Agreement, and Producer is willing to provide such services and Deliverables under the terms herein.

Scope of Work

Deliverables

The Deliverables will include the items described below. Specific formats, counts, and technical specifications must be set forth prior to delivery.

Vocal stems (dry) Vocal stems (wet/processed) Ad-libs and phrases

Payment Terms

Late payments shall incur a fee of % per month on the outstanding balance, compounded monthly, or a flat fee of , whichever is greater.

Term and Termination

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated pursuant to this section.

Confidentiality

Each party will maintain in confidence all non-public business, technical, artistic and financial information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information which is (i) already known to the receiving party without obligation of confidentiality, (ii) becomes publicly known through no wrongful act of the receiving party, or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only to perform its obligations under this Agreement and shall not disclose such Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

License, Ownership and Usage

Producer warrants that Producer has the right to grant the license set forth below with respect to the Deliverables. Ownership of the underlying vocal performances and original recorded stems shall be handled as follows:

License Type: Non-exclusive license Exclusive license (subject to separate assignment and fee)

Unless an assignment of ownership is expressly documented in writing and signed by Producer, Producer retains ownership of the master recordings and underlying performances, and Client receives only the license rights specified herein.

Warranties, Indemnification, and Limitation of Liability

Producer warrants that to Producer's knowledge the Deliverables do not infringe any third-party copyrights, and that Producer will deliver original material or material cleared for use. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE DELIVERABLES ARE PROVIDED "AS IS" AND PRODUCER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, subject to the indemnified party providing prompt notice and reasonable cooperation in defense. Neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Producer under this Agreement, except for liability arising from willful misconduct or gross negligence.

Acceptance and Revisions

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in that State for any action arising under this Agreement.

Entire Agreement

This Agreement, including any attachments, exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals, or communications. Any modification must be in a writing signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other's prior written consent, except that Producer may assign to an affiliate or in connection with a sale of substantially all of its assets.

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