Podcast Production Contract

PODCAST PRODUCTION CONTRACT

This Podcast Production Contract (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Producer is engaged in the business of audio production, editing, and post-production services for episodic audio programming; and

WHEREAS, Client desires to retain Producer to perform production services for the Client's podcast subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows.

Scope of Work

Producer will provide production services as described below. The Scope of Work shall include, at minimum, the tasks listed and any agreed addenda:

Production Start Date:    Production End Date (if applicable):

Payment Terms

Client shall pay Producer the fees described below for the Services. Fees are inclusive of the specific Deliverables described above unless otherwise stated.

Late Payment Fee:    Past due amounts shall accrue interest at the rate specified above, and Client shall be responsible for collection costs and reasonable attorneys' fees.

Term and Termination

Term: This Agreement commences on the Production Start Date and shall continue until completion of the Services or until the Production End Date, if specified above, unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered not less than days prior to the effective termination date. Upon termination for convenience, Client will pay Producer for all work performed and reimbursable expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 10 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including unpublished episode content, guest information, technical processes, pricing, and marketing plans.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) not use Confidential Information except to perform obligations under this Agreement.

Exceptions: Confidential Information shall not include information that is (i) already known to the receiving party without restriction, (ii) becomes publicly available through no fault of the receiving party, (iii) is lawfully received from a third party without restriction, or (iv) independently developed without use of Confidential Information.

Duration: The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property; License

Ownership of Underlying Materials: Producer shall retain ownership of Producer's pre-existing materials, templates, tools, and general know-how used in providing the Services. Client retains ownership of Client-provided materials.

License to Client: Upon full payment of all amounts due, Producer grants Client a perpetual, non-exclusive, worldwide license to use, reproduce, distribute, and publicly perform the final Deliverables for Client's business and promotional purposes, subject to any third-party rights.

Revisions and Approvals

Client is entitled to the number of revision rounds identified in the Scope of Work. Additional revisions beyond the agreed number will be billed at an hourly rate or per-revision fee as agreed in writing. Producer shall use commercially reasonable efforts to obtain Client approvals in writing (including electronic confirmation) at each milestone.

Representations, Warranties and Indemnification

Each party represents that it has the full power and authority to enter into this Agreement. Producer warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards.

Indemnification: Client shall indemnify, defend and hold harmless Producer from and against any claims, damages or liabilities (including reasonable attorneys' fees) arising from Client's content, breach of representations, or use of the Deliverables beyond the license granted. Producer shall indemnify Client for third-party claims that the Deliverables (excluding Client materials) infringe a third party's copyright, provided Producer is promptly notified and given authority to control the defense and settlement.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or indemnification obligations, neither party's aggregate liability to the other shall exceed the total fees actually paid by Client to Producer under this Agreement.

Force Majeure; Delay

Neither party shall be liable for delays or failures due to causes beyond its reasonable control, including acts of God, labor disputes, internet outages, or governmental action. The affected party shall notify the other and use commercially reasonable efforts to mitigate delays.

Amendments; Waiver

Any amendment to this Agreement must be in writing signed by both parties. No failure or delay in exercising any right shall operate as a waiver.

Notices

All notices under this Agreement shall be in writing and delivered to the contact addresses listed above or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, one business day after delivery by reputable overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules.

Entire Agreement

This Agreement (including any attachments, schedules, and statements of work) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral.

Miscellaneous

Severability: If any provision of this Agreement is held invalid, the remainder shall continue in full force. Assignment: Neither party may assign this Agreement without the other's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

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