Music Services Audio Engineer Agreement

Music Services Audio Engineer Agreement

Effective Date:

Parties

Client Name:

Audio Engineer Name:

Recitals

WHEREAS, Client desires to engage the Audio Engineer to provide audio engineering, mixing, editing, and related production services for the musical recordings described in this Agreement; and

WHEREAS, Audio Engineer represents that they possess the necessary skill, experience, equipment, and licenses to perform the services described below and agrees to perform such services as an independent contractor in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:

Scope of Work

Location(s) for services:

Equipment provided by Client (if any):

Payment Terms

Late fee is assessed per invoice past due by more than days and accrues at % per month, or the maximum lawful rate, whichever is lower.

Bank transfer    Check    Credit card    Other:

Term and Termination

Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period above. Client remains responsible for payment for services performed and non-refundable deposits, and Engineer may invoice for work in progress through the effective date of termination.

Confidentiality

Each party acknowledges that during performance they may receive Confidential Information of the other party. Confidential Information shall include non-public business, artistic concepts, compositions, master recordings, mixes, session files, and technical details. Each receiving party shall (a) hold Confidential Information in confidence, (b) not use it except as necessary to perform under this Agreement, and (c) not disclose it except to its employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations do not apply to information that is or becomes publicly available without breach, is lawfully received from a third party, or is independently developed by the receiving party.

Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which remain protected as provided by applicable law.

Intellectual Property

Ownership of the underlying compositions and performances remains with Client unless otherwise assigned in writing. Engineer grants Client a perpetual, worldwide, royalty-free license to use the delivered mixes and masters for commercial exploitation, provided all payments due are made. Unless otherwise agreed in writing, Engineer retains the right to use non-confidential, short excerpts of the work for promotion and portfolio purposes, subject to Client approval for any use that discloses unreleased material.

Independent Contractor; Warranties; Indemnification

Audio Engineer is an independent contractor and is solely responsible for all taxes, insurance, and statutory obligations. Engineer warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, ALL SERVICES ARE PROVIDED "AS IS" AND BOTH PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party rights, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither party will be liable to the other for consequential, incidental, special, or punitive damages. Total aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid to Engineer under this Agreement for the services that give rise to the claim.

Force Majeure

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, government action, strikes, pandemics, or equipment failure. Affected party shall notify the other promptly of such event and use commercially reasonable efforts to resume performance.

Governing Law; Dispute Resolution

This Agreement is governed by the laws of without regard to conflict of law principles. Parties agree to attempt good-faith negotiation to resolve disputes; if unresolved, disputes shall be resolved in the state or federal courts located in the governing jurisdiction.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

If any provision is found unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to a successor in interest in connection with a sale of substantially all assets.

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