Professional Dubbing Service Agreement

PROFESSIONAL DUBBING SERVICE AGREEMENT

This Professional Dubbing Service Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: , Entity Type: Corporation LLC Individual, with principal place of business at (hereinafter "Provider"), and Client Name: , with principal place of business at (hereinafter "Client"). Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client produces audiovisual content requiring professional dubbing, localization, voice casting and related post-production services; and

WHEREAS, Provider represents that it has the technical capability, personnel, equipment and expertise to perform dubbing, synchronization and voice direction services; and

WHEREAS, Client desires to engage Provider, and Provider desires to provide such services, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. SERVICES

Provider shall perform professional dubbing services including translation coordination, voice casting, recording, synchronization (lip-sync where applicable), mixing and delivery of dubbed audio tracks for the Project described in Exhibit A. Services shall be performed in a professional manner consistent with industry standards for audio post-production.

2. DELIVERABLES AND SPECIFICATIONS

Provider shall deliver the following deliverables in accordance with the technical specifications set by Client: deliverable description and formats:

3. DELIVERY SCHEDULE

Provider shall commence work upon receipt of Client materials and shall use commercially reasonable efforts to meet the delivery dates set forth below. Initial delivery date: . Final delivery date: .

4. ACCEPTANCE

Client shall have an acceptance period of days from delivery to review each deliverable and notify Provider of any nonconformities. Failure to provide timely written notice shall constitute acceptance. For any nonconforming deliverable, Provider shall, at its expense, correct such deficiencies within a mutually agreed timeframe.

5. COMPENSATION AND PAYMENT

Client shall pay Provider the fees set forth below for the Services. Unless otherwise specified, fees are exclusive of applicable taxes. Payment terms: .

6. REVISIONS

The Parties agree that Client is entitled to rounds of minor revisions at no additional charge. Additional revision rounds shall be billed at per round, payable within the payment terms.

7. INTELLECTUAL PROPERTY AND LICENSE

Ownership of Pre-Existing Materials. Each Party retains all right, title and interest in its pre-existing materials, deliverables and intellectual property not expressly granted herein.

License to Use Deliverables. Upon full payment of all fees due hereunder, Provider grants Client a perpetual, worldwide, non-exclusive, transferable license to use the final delivered dubbed audio tracks in connection with the Project in all media now known or hereafter devised. If Parties elect assignment of copyright, indicate below by checking Assignment; otherwise, the license applies.

Assignment of copyright to Client upon full payment Exclusive license to Client upon full payment

8. WARRANTIES; DISCLAIMER

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards and that the deliverables will materially conform to the specifications set forth in this Agreement. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. CONFIDENTIALITY

Each Party shall protect confidential information of the other Party with at least the same degree of care it uses to protect its own confidential information, and shall not disclose such information except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations. Confidential information does not include information that is or becomes generally known to the public other than through a breach of this Agreement.

10. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, damages, liabilities and expenses arising out of its breach of this Agreement, willful misconduct or gross negligence. Provider shall also indemnify Client against claims that the deliverables infringe third-party intellectual property rights, provided Client promptly notifies Provider and cooperates in the defense.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. TERM; TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated in accordance with this Section. Either Party may terminate for cause if the other Party materially breaches and fails to cure within thirty (30) days after written notice. Upon termination, Client shall pay Provider for all Services performed and reasonable non-cancellable commitments incurred through the effective date of termination.

13. INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship between the Parties. Provider is solely responsible for all taxes and other statutory obligations with respect to its personnel.

14. INSURANCE

Provider shall maintain, at its expense, insurance customary for its business operations including commercial general liability and professional liability insurance in amounts sufficient to cover its obligations under this Agreement. Provider shall provide certificates of insurance upon Client's request.

15. NOTICES

All notices and communications required or permitted hereunder shall be in writing and delivered to the addresses below. Notice is effective upon receipt.

16. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure to exercise any right shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction selected by the Parties: , without regard to conflict of laws principles. This Agreement, together with any exhibits or attachments specifically referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

EXHIBIT A — PROJECT DETAILS (Optional)

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