Professional Recorder Services Agreement

PROFESSIONAL RECORDER SERVICES AGREEMENT

This Professional Recorder Services Agreement ("Agreement") is entered into as of by and between Client Name: with principal place of business at Client Address: ("Client"), and Recorder Name: with principal place of business at Recorder Address: ("Recorder"). Client and Recorder may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Recorder to provide professional recording services as more specifically described herein; and

WHEREAS, Recorder represents that Recorder has the necessary experience, equipment, licenses, and personnel to perform the recording, monitoring, and related services in a professional manner; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Recorder will provide such services to Client.

NOW THEREFORE

In consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the Parties agree as follows:

1. SERVICES

1.1 Scope. Recorder shall provide professional recording services (the "Services") described in the scope below. Recorder shall perform the Services in a professional, timely and workmanlike manner consistent with industry standards and in compliance with applicable law.

1.2 Deliverables. Recorder shall deliver recorded media and any agreed deliverables ("Deliverables") in the formats and within the delivery schedule set forth below. Delivery shall be deemed complete upon Client's receipt of the Deliverables.

1.3 Change Orders. Any changes to the scope, schedule, or compensation shall be documented in a written change order signed by authorized representatives of both Parties. Recorder shall not be required to perform work outside the scope until a change order is executed.

2. TERM

2.1 Term. The term of this Agreement begins on and continues until unless earlier terminated in accordance with Section 11.

3. COMPENSATION

3.1 Fees. Client shall pay Recorder fees in accordance with the selected compensation model below. Fees are exclusive of taxes unless otherwise stated.

Fixed fee: $

Hourly rate: $ per hour; estimated hours:

3.2 Expenses. Client shall reimburse Recorder for pre-approved, reasonable out-of-pocket expenses incurred in performing the Services upon submission of appropriate documentation.

3.3 Taxes. Each Party is responsible for its own taxes. If any withholding is required by law, Client shall make required withholdings and provide Recorder with appropriate documentation evidencing payment.

4. INVOICING AND PAYMENT

4.1 Invoices. Recorder shall submit invoices to Client in accordance with the schedule below. Invoices shall describe Services performed, hours, rates, expenses, and applicable taxes.

4.2 Payment Terms. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at per month or the maximum allowed by law, whichever is less.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means all non-public information disclosed by a Party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Recorder shall not disclose Confidential Information except as required to perform the Services and shall protect such information with at least the same degree of care as Recorder uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public without breach; (b) was lawfully in Recorder's possession prior to disclosure; or (c) is independently developed by Recorder without use of the other Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Deliverables. Subject to full payment of all undisputed amounts due to Recorder, Recorder assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement. Recorder retains ownership of its pre-existing intellectual property and tools and grants Client a nonexclusive, royalty-free license to any Recorder pre-existing materials incorporated into the Deliverables solely to the extent necessary to use the Deliverables for Client's internal purposes.

6.2 Moral Rights. To the extent permitted by law, Recorder hereby waives and agrees not to assert any moral rights in the Deliverables assigned to Client.

7. INDEPENDENT CONTRACTOR

7.1 Relationship. Recorder is an independent contractor and is not an employee, partner, or agent of Client. Recorder is responsible for all federal, state and local taxes and benefits for Recorder's employees and subcontractors. Recorder shall not bind or attempt to bind Client in any manner.

8. INSURANCE

8.1 Required Coverage. During the Term, Recorder shall maintain commercial general liability insurance and professional liability (errors and omissions) insurance with limits not less than:

General Liability: $

Professional Liability: $

8.2 Evidence of Insurance. Upon request, Recorder shall provide certificates of insurance evidencing the foregoing coverage.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification by Recorder. Recorder shall indemnify, defend and hold harmless Client and its affiliates, officers, directors, and employees from and against any third-party claims, damages, losses, or expenses arising out of Recorder's gross negligence, willful misconduct, or material breach of this Agreement.

9.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Recorder from and against any third-party claims, damages, losses, or expenses arising from Client's use of the Deliverables in violation of this Agreement or from Client-provided materials.

9.3 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations, neither Party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid by Client to Recorder under this Agreement in the twelve (12) months preceding the claim. In no event shall either Party be liable for consequential, incidental, or punitive damages.

10. RECORDS, DATA PROTECTION, AND RETENTION

10.1 Recorder shall maintain accurate records of Services performed and Deliverables created and shall retain such records for a period of unless otherwise required by law.

10.2 Data Protection. Recorder shall employ appropriate technical and organizational measures to protect personal data and other sensitive information contained in recordings and shall comply with applicable privacy and data protection laws in the performance of the Services.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Recorder shall be paid for Services performed and reimbursable expenses incurred through the effective date of termination.

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

12. NOTICES

12.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses below or such other address as a Party may designate in writing.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. The failure to exercise any right shall not constitute a waiver of such right.

13.3 Counterparts and Electronic Signature. This Agreement may be executed in counterparts, each of which shall be deemed an original, and which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

14.2 Entire Agreement. This Agreement, including any exhibits and executed change orders, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

14.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall endeavor to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

15. MISCELLANEOUS

15.1 Subcontracting. Recorder may engage subcontractors to perform portions of the Services provided that Recorder remains responsible for the acts and omissions of such subcontractors and obtains confidentiality and other protections consistent with this Agreement.

15.2 Compliance with Laws. Recorder shall comply with all applicable laws, rules, and regulations in performing the Services.

15.3 Remedies. Except as otherwise provided in this Agreement, the remedies provided herein are cumulative and not exclusive of any remedies provided by law.

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