Vinyl Package Agreement

VINYL PACKAGE AGREEMENT

This Vinyl Package Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client desires to procure a vinyl package consisting of audio masters, lacquers, test pressings, pressed vinyl, sleeve printing, and related artwork and packaging services (the Vinyl Package); and

WHEREAS, Service Provider represents that it has the technical capability, equipment, and staff to perform the services necessary to produce the Vinyl Package in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the Vinyl Package and related deliverables.

SCOPE OF WORK

Mastering and final masters

Lacquering and plating

Pressing (specify quantity below)

PAYMENT TERMS

Client agrees to pay Service Provider for the Vinyl Package the total amount of: (USD), in accordance with the schedule below.

Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full. In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees, if placement with a collection agency or legal action becomes necessary.

DELIVERY AND ACCEPTANCE

Service Provider will deliver sample test pressings for Client approval where required. Client shall inspect and notify Service Provider of any nonconformity within days of receipt. Failure to notify within the acceptance period shall constitute acceptance of the delivered items.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed and goods produced prior to termination.

CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to any third party any non-public business, technical, or financial information of the other party disclosed in connection with this Agreement (Confidential Information). Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information if required by law, provided it gives prompt notice to the disclosing party and limits disclosure to the extent required.

INTELLECTUAL PROPERTY

Client represents and warrants that it owns or has lawful authority to use and authorize Service Provider to reproduce any musical works, artwork, names, or likenesses supplied for the Vinyl Package. Unless otherwise agreed in writing, Client retains all copyrights in underlying musical works and artwork, and Service Provider retains ownership of any tooling, lacquers, or production masters created by Service Provider; Client is granted a non-exclusive license to the deliverables for the uses defined in this Agreement.

WARRANTIES AND LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising under this Agreement, except where mandatory jurisdictional rules provide otherwise.

ENTIRE AGREEMENT

This Agreement, together with any written exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Vinyl Package and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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