Recording Services Agreement

RECORDING SERVICES AGREEMENT

This Recording Services Agreement (the "Agreement") is entered into as of by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to engage Provider to perform audio and/or video recording, editing and production services in connection with the project described below; and

WHEREAS, Provider represents that Provider has the expertise, equipment and personnel necessary to perform professional recording services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

PROJECT AND SCOPE OF WORK

Deliverables shall include final mixed masters and associated files as specified in the Scope of Work. Acceptance testing period after delivery: days. If no written rejection is provided within that period, deliverables are deemed accepted.

PAYMENT TERMS

Late payments shall incur interest at the rate of on any unpaid balance beginning 10 days after the invoice due date. Client shall also reimburse Provider for reasonable collection costs and legal fees incurred to recover overdue amounts.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon material breach if such breach remains uncured for ten (10) days following written notice of breach. Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the date of termination, plus reasonable wind-down costs.

INTELLECTUAL PROPERTY AND LICENSES

Ownership of master recordings and underlying session files: Unless otherwise agreed in writing, Provider shall retain ownership of raw session files and project session data, and hereby grants Client a worldwide, non-exclusive, paid-up license to use the final mixed masters for the purposes described in the Scope of Work. If parties elect to transfer or assign exclusive rights, they must execute a separate written assignment specifying rights, territory, duration, and compensation. Exclusive rights granted: (check if exclusive assignment is provided).

Provider warrants that to the best of Provider's knowledge, the deliverables do not infringe third-party copyrights or other proprietary rights. Provider's sole obligation for any third-party claim will be limited to indemnification as set forth below.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is publicly available, rightfully received from a third party without obligation, independently developed, or required to be disclosed by law.

Confidentiality Obligations: Each party shall (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, contractors and agents who need-to-know and are bound by confidentiality obligations; and (c) take commercially reasonable measures to protect Confidential Information. Confidentiality obligations shall continue for a period of months following termination or expiration of this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising from breach of representations, willful misconduct or negligence by the indemnifying party in connection with this Agreement.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration administered in the governing state under the rules mutually agreed by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship. Provider is responsible for all taxes and benefits for its personnel.

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