Professional Dubbing Services Agreement

Professional Dubbing Services Agreement

This Professional Dubbing Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , having its principal place of business at (hereinafter "Client"), and Service Provider Name: , having its principal place of business at (hereinafter "Provider").

RECITALS

WHEREAS, Client produces or controls certain audiovisual materials, identified as Project Title: , Source Language: , Target Language(s): , which require dubbing and related localization services.

WHEREAS, Provider is engaged in the business of providing professional dubbing, voice casting, recording, editing, mixing and deliverables preparation and represents that Provider has the skill, expertise and facilities to perform such services.

WHEREAS, Client desires to engage Provider, and Provider agrees to provide the dubbing services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the dubbing, voice casting, recording, dialogue editing, ADR, lip-syncing, translation review, mixing, quality control and preparation of deliverables described in Section 2 and in the Deliverables Specification attached hereto.

1.2 "Deliverables" means the final dubbed audio tracks, stems, subtitle files, localization notes and file formats specified in Section 3 and any agreed delivery media.

2. SCOPE OF SERVICES

2.1 Provider shall provide the Services described in this Section and in any Statement of Work executed by the parties. Provider's obligations shall include voice casting, direction, recording sessions, editing, mixing, language adaptation consultations and delivery of the Deliverables.

3. SCHEDULE AND DELIVERY

3.1 Provider shall commence Services upon receipt of Client-approved source materials and required pre-production inputs. Initial delivery of Draft Deliverables is due by Draft Delivery Date: . Final delivery is due by Final Delivery Date: , subject to adjustments for revisions or force majeure.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees set forth in the applicable Statement of Work. Total Fee: . Unless otherwise stated, all amounts are exclusive of taxes which shall be borne by Client.

4.2 Payment Terms: Client shall pay Deposit Amount: upon execution and the balance within Payment Days: days of invoice. Late payments shall accrue interest at Late Fee Rate: .

5. REVISIONS; ACCEPTANCE

5.1 Client shall review and provide consolidated revision notes within Review Period: of receipt of each deliverable. Provider will implement Revisions Included: as part of the Fee. Additional revisions requested by Client will be charged at Provider's then-current rates.

5.2 Final acceptance shall occur when Client provides written approval or fails to provide rejection specifying defects within Acceptance Period: .

6. INTELLECTUAL PROPERTY

6.1 Client retains all right, title and interest in and to the underlying audiovisual materials, scripts and any underlying intellectual property provided to Provider. Provider shall own the raw session recordings and production materials only to the extent necessary to deliver the Services, subject to Client's license set forth below.

6.2 Upon full payment of all amounts due hereunder, Provider assigns and transfers to Client all right, title and interest in and to the final Deliverables created specifically for the Project (excluding Provider's pre-existing tools, processes and general know-how), and Client receives an exclusive, worldwide, perpetual license to exploit such Deliverables in all media now known or hereafter devised.

7. CONFIDENTIALITY

7.1 Each party shall maintain in confidence and shall not disclose Confidential Information of the other party. "Confidential Information" includes non-public business information, creative materials and any materials designated as confidential but excludes information that is publicly known, independently developed, or rightfully received from a third party.

7.2 The receiving party may disclose Confidential Information to those employees, contractors and talent who have a need to know, provided that such persons are bound by confidentiality obligations at least as protective as those contained herein.

8. REPRESENTATIONS, WARRANTIES AND INSURANCE

8.1 Each party represents that it has full power and authority to enter into this Agreement and that performance will not breach any other agreement. Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards.

8.2 Provider shall maintain commercial general liability and professional liability insurance in amounts adequate to cover its obligations hereunder and, upon Client's request, shall provide certificates of insurance naming Client as additional insured where applicable.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Provider shall indemnify and defend Client against any third party claims arising from Provider's breach of representations or from Provider's negligent acts or omissions in the performance of the Services. Client shall indemnify Provider for claims arising from Client's materials or instructions.

9.2 Except for each party's indemnification obligations and willful misconduct, the aggregate liability of either party for any claim arising under or related to this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement for the Project.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated in accordance with this Section. Either party may terminate for material breach if the breaching party fails to cure such breach within Cure Period: after written notice.

10.2 Upon termination, Client shall pay Provider for Services performed and Deliverables delivered through the effective date of termination, and Provider shall, within a commercially reasonable time, deliver any completed Deliverables to Client.

11. NOTICES

11.1 Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

12. FORCE MAJEURE

12.1 Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, labor disputes, pandemics, or failures of suppliers provided that the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Any amendment to this Agreement must be in a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof unless in writing.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to conflict of laws principles.

14.2 This Agreement, including all Statements of Work and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations and understandings.

14.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Relationship of the parties: Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties.

Sign Now